Terms of Service
Last updated: May 2026
These Terms of Service ("Terms") govern your access to and use of the platform operated by Hainan Infrastructure Partners Platform Ltd. ("we", "us", "our") at hainan-infra.com and any related domains (collectively, the "Platform"). The Platform provides qualified institutional investors with access to tokenised infrastructure investment opportunities, including primary subscriptions to project tokens, private-equity fund interests, and mergers-and-acquisitions mandates, alongside a traditional-settlement option for the same instruments. By accessing the Platform you accept these Terms in full; if you do not accept them, you must not use the Platform.
Eligibility
Access is restricted to legal entities and natural persons who (a) qualify as institutional or professional investors under the rules of their home jurisdiction, (b) have completed the Know-Your-Customer or Know-Your-Business process required by us, (c) have bound a verified wallet address to the account via an EIP-712 signed message and been added to the on-chain whitelist, and (d) are not resident in or transacting from a sanctioned jurisdiction or any country we have designated as restricted. We may decline or terminate any account that does not meet these requirements at our sole discretion.
Account Registration and Wallet Binding
You agree to provide accurate, complete, and current information during onboarding, and to update it promptly if it changes. Each entity may hold one active account. Wallet binding requires you to sign an EIP-712 typed-data message proving control of the address; you must not share the private key, mnemonic, or hardware-wallet PIN with anyone, including our staff. We will never ask for them. You are responsible for all activity occurring under your account credentials and bound wallet.
KYC, AML, and Ongoing Compliance
You agree to provide identification documents, beneficial-owner disclosures, source-of-funds evidence, and any other information we reasonably request, both at onboarding and on an ongoing basis. You authorise us and our service providers to screen you against sanctions, politically-exposed-person, and adverse-media databases on a recurring basis. We may suspend transactions, freeze tokens, or report your activity to regulators if monitoring rules trigger an alert that cannot be resolved within a reasonable time.
Platform Services
The Platform offers two settlement tracks for every supported instrument. (a) Tokenisation — your subscription mints ERC-1404 restricted security tokens to your bound wallet, transferable only to other whitelisted wallets and subject to lock-up periods specified in each instrument's offering documents. (b) Traditional settlement — your subscription is recorded off-chain on the Platform ledger, with no token mint, suitable for investors that cannot or do not wish to hold tokens. Both tracks reference the same underlying instrument and the same audited cap table. The choice between them is yours and must be made at subscription.
Investment Risks
Tokenised infrastructure investments carry significant risk, including the risk of total loss of capital. Risks include (a) illiquidity — secondary markets may be thin or absent and lock-up periods restrict transfer, (b) market and project risk — infrastructure projects depend on construction, operating, and macroeconomic factors outside our control, (c) regulatory risk — token characterisation, transfer restrictions, and tax treatment may change, (d) smart-contract risk — though our contracts are audited, residual code-level risk cannot be eliminated, (e) custody risk — loss of wallet keys or compromise of a hardware wallet results in irretrievable loss of tokens, and (f) chain risk — blockchain network outages, forks, or re-orgs may delay or invalidate settlement. You acknowledge that you have read and understood the offering documents for any instrument you subscribe to and that you can sustain a total loss of the amount invested.
No Investment Advice
Nothing on the Platform constitutes investment, financial, legal, tax, or accounting advice. We are not your broker-dealer, investment adviser, or fiduciary. Project descriptions, performance figures, projections, and any analytical content are provided for information only. You must conduct your own due diligence and consult your own qualified advisers before making any investment decision.
Tokenised Securities and Transfer Restrictions
Tokens issued through the Platform are restricted securities. Transfers are enforced on-chain by ERC-1404: a token can only be sent to a wallet that has been pre-whitelisted by the issuer and that holds an approved Regulations attestation. Lock-up periods, holding-period requirements, and jurisdiction-based caps apply as specified in each instrument's offering documents. Transfers that violate these rules will revert on-chain; we have no ability to reverse a transfer that does execute.
Fees, Payments, and Settlement
Platform fees, subscription minimums, and any third-party costs are disclosed at subscription and itemised on the confirmation page before you sign. Payments are accepted in USDC on supported networks and via fiat bank transfer for the traditional-settlement track. You are responsible for gas fees on every on-chain transaction you initiate. Refunds and cancellations are governed by the offering documents of each individual instrument.
Wallet Custody and Security
The Platform is non-custodial with respect to your wallet. We never hold your private keys. We strongly recommend a hardware wallet (Ledger, Trezor, or Keystone) for any account managing more than a nominal balance. If you lose access to your wallet you may permanently lose access to your tokens; we cannot restore wallet access or move tokens out of a wallet we do not control.
Prohibited Activities
You agree not to (a) use the Platform for money laundering, terrorist financing, sanctions evasion, or any other unlawful purpose, (b) submit false, forged, or misleading information during onboarding, (c) attempt to circumvent the on-chain whitelist, lock-up enforcement, or any other transfer restriction, (d) manipulate the market, front-run, or wash-trade any tokenised instrument, (e) probe, scan, or attempt to breach Platform security, (f) reverse-engineer, decompile, or copy the Platform's source code or smart contracts beyond what is permitted by their licence, or (g) use the Platform on behalf of an undisclosed third party without our prior written consent.
Intellectual Property
The Platform, including its software, user interface, brand assets, and documentation, is owned by Hainan Infrastructure Partners Platform Ltd. and protected by copyright, trademark, and other intellectual-property laws. Open-source components are governed by their respective licences. You receive no licence to the Platform's proprietary materials beyond the limited right to access and use the Platform in accordance with these Terms.
Suspension and Termination
We may suspend or terminate your account immediately and without prior notice if we reasonably believe you have breached these Terms, that your account has been compromised, or that continued service would violate applicable law. You may close your account at any time by contacting support@hainan-infra.com; tokens already minted to your bound wallet remain under your control after closure, subject to the ongoing transfer restrictions imposed by the underlying instrument.
Disclaimers, Liability, and Indemnification
The Platform is provided on an "as-is" and "as-available" basis without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. To the maximum extent permitted by law, our aggregate liability arising out of or relating to the Platform shall not exceed the fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim, and we shall have no liability for indirect, incidental, consequential, special, exemplary, or punitive damages, lost profits, or lost data. You agree to indemnify and hold harmless Hainan Infrastructure Partners Platform Ltd., its directors, officers, employees, and agents from any third-party claim arising out of your breach of these Terms, your unlawful or negligent use of the Platform, or your violation of any law.
Governing Law and Dispute Resolution
These Terms are governed by the laws of the People's Republic of China, as applied in the Hainan Free Trade Port. Any dispute arising out of or in connection with these Terms shall be submitted to binding arbitration administered by the Hainan International Arbitration Court in Haikou, in accordance with its rules in force at the time arbitration is commenced. The language of arbitration shall be English. Nothing in this section limits any non-waivable right you may have under the law of your home jurisdiction.
Modifications to These Terms
We may amend these Terms from time to time. Material changes will be notified by email and surfaced in the Platform's banner at least thirty (30) days before they take effect. Continued use of the Platform after the effective date constitutes acceptance of the amended Terms. If you do not accept the amendment, you must stop using the Platform.
Contact
For questions about these Terms, contact legal@hainan-infra.com. Postal address: Hainan Infrastructure Partners Platform Ltd., Legal Department, Haikou, Hainan, People's Republic of China.