1. Definitions

For the purposes of these Terms, the following definitions apply:

1. Agreement:

   These Terms of Service, along with the Privacy Policy and any other supplemental terms, constitute the Agreement between the User and the Company.

2. Token Offerings:

   Includes, but is not limited to, Initial DEX Offerings (IDOs), Initial Coin Offerings (ICOs), and Initial NFT Offerings (INOs) conducted on the Platform.

3. Utility Tokens:

   Cryptographic tokens representing access, utility, or functionality within a project ecosystem, not constituting securities under applicable laws.

4. KYC/AML:

   Procedures for “Know Your Customer” and “Anti-Money Laundering” compliance.

5. KYB (Know Your Business):

   Procedures to verify the identity, structure, and operations of corporate entities using the Platform, including the validation of beneficial ownership and compliance with regulatory requirements.

6. Refunds:

   The process of returning funds under specific circumstances, as outlined in these Terms.

7. Prohibited Persons:

   Individuals or entities subject to sanctions or restrictions under applicable laws, including those on sanctions lists maintained by the United Nations, the United States, the European Union, or the United Kingdom.

8. Force Majeure:

   Events beyond the reasonable control of the Company, including natural disasters, government actions, or technological failures.

2. Modification of Terms

The Company reserves the right to update or amend these Terms at any time. Changes will be effective immediately upon posting on the Website, with the “Last Updated” date updated accordingly. Continued use of the Platform constitutes acceptance of the revised Terms.

3. Eligibility

By accessing the Platform, you represent and warrant that:

• You are at least 18 years of age or the legal age of majority in your jurisdiction.
• You are not a citizen or resident of a jurisdiction where participation in the Platform’s services is prohibited by law.
• You are not a Prohibited Person and are not using the Platform for any unlawful activity.
• You comply with all applicable laws and regulations in your jurisdiction, including tax obligations.

4. KYC/AML Compliance

By accessing the Platform, you represent and warrant that:

1. Verification:

   Users must complete KYC/AML verification to participate in certain offerings. The Company may use third-party providers to process and verify your information.

2. Sanctions Compliance:

   The Platform does not permit access by users subject to economic or trade sanctions. You agree not to use the Platform if you are subject to such restrictions.

3. Failure to Comply:

   Failure to provide accurate information for KYC/AML purposes may result in account suspension or termination and forfeiture of access to services.

5. KYB Compliance

1. Business Verification:

   Corporate entities or projects (“Businesses”) seeking to use the Platform for token offerings or other services must complete KYB (Know Your Business) verification. This includes providing:

   • Legal incorporation documents.
   • Proof of business address.
   • Identification of directors, officers, and ultimate beneficial owners (UBOs).
   • Compliance with anti-money laundering (AML) regulations.
   • For businesses registered and/or operating in the United States, a legal opinion confirming that their token offering or related activities pass the Howey Test (i.e., do not qualify as securities under U.S. federal law).
2. Third-Party Providers:

   The Company may use third-party providers to verify KYB information. By submitting documentation, Businesses consent to the Company’s use of these providers for verification purposes.

3. Ongoing Obligations:

   Businesses must ensure the accuracy and currency of their KYB information. Any changes to ownership, structure, or operations must be promptly reported to the Company. This includes updates that may affect regulatory compliance, such as the issuance of new tokens or changes in business activities.

4. Sanctions and Prohibited Activities:

   Businesses must not:

   • Be subject to economic or trade sanctions.
   • Engage in activities prohibited under applicable laws, including those outlined in these Terms.
   • Operate in jurisdictions or industries restricted by the Company’s policies or applicable regulations.
5. Failure to Comply:

   Failure to complete or maintain KYB compliance may result in:

   • Denial of access to the Platform and its services.
   • Suspension or termination of accounts.
   • Reporting to relevant authorities if required by law.

   The Company reserves the right to request additional documentation or impose further restrictions to ensure compliance with regulatory requirements.

6. Privacy and Data Handling

1. Data Collection:

   The Company collects and processes personal and business data strictly to comply with KYC/AML/KYB requirements, facilitate services, and improve user experience. Refer to our Privacy Policy for full details.

2. Cross-Border Data Transfers:

   Data may be stored and processed outside your jurisdiction, subject to applicable laws.

3. Blockchain Transparency:

   Blockchain transactions are public and irreversible. The Company is not responsible for the visibility of transaction details on public ledgers.

7. Refunds

1. General Policy:

   Refunds are not guaranteed and are subject to the specific terms of each token offering or transaction. Participants acknowledge that refunds are typically not available due to the nature of blockchain technology and the irrevocability of transactions.

2. Exceptional Circumstances:

   Refunds may be considered under the following conditions:

   • The token offering is canceled before completion.
   • A material breach of contract by the business (project) occurs.
   • A user failure to complete KYC/AML verification in a timely manner.
   • Regulatory intervention requires the reversal of transactions.
3. Refund Process:

   Eligible refunds will be processed in the same currency or token as the original transaction, minus applicable fees, within a reasonable time frame. The Company reserves the right to require additional verification to process refunds.

4. Non-Refundable Cases:

   The following are non-refundable under any circumstances.

   • Gas or transaction fees.
   • Funds sent to incorrect wallet addresses due to User error.
   • Voluntary decisions to withdraw from a token offering after funds are committed.

8. Services

1. Token Offerings:

   The Platform facilitates token sales such as IDOs, ICOs, and INOs. The Company acts solely as a technology provider and is not a party to the sale or issuance of tokens.

2. Non-Custodial Services:

   The Company does not hold custody of User funds or assets. You are solely responsible for securing your private keys and wallet credentials:

3. No Guarantees:

   The Company does not guarantee the success or future value of any token offering or project facilitated through the Platform.

9. Assumption of Risk

By using the Platform, you accept:

• The risk of total loss of funds or tokens.
• Regulatory risks, including potential future restrictions or bans.
• Risks of cyberattacks or hacking incidents targeting your assets or the Platform.

10. Prohibited Activities

You agree not to engage in:

• Fraudulent or deceptive practices.
• Market manipulation, such as pump-and-dump schemes.
• Violations of intellectual property rights.
• Use of automated bots or scripts to exploit Platform functionality.

11. Intellectual Property Rights

All content, software, and technology on the Platform are proprietary to the Company or its licensors. You are granted a limited, non-exclusive license to use the Platform for its intended purposes, subject to these Terms.

12. Limitation of Liability

The Company, its affiliates, and service providers shall not be liable for:

• Indirect, incidental, or consequential damages.
• Loss of funds, data, or digital assets.
• Failures or interruptions in blockchain technology, smart contracts, or third-party integrations.

13. Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, and employees from any claims, damages, or losses arising from:

• Your violation of these Terms.
• Your use of the Platform or Services.
• Your breach of any applicable laws.

14. Governing Law and Dispute Resolution

1. Governing Law:

   These Terms are governed by the laws of British Virgin Islands.

2. Dispute Resolution:

   Disputes arising from these Terms shall be resolved by binding arbitration in London, United Kingdom, in accordance with the rules of the London Court of International Arbitration (LCIA).

3. Class Action Waiver:

   All claims must be brought individually. Class or collective actions are not permitted.

15. Force Majeure

The Company is not liable for delays or failures caused by events beyond its control, including but not limited to natural disasters, government actions, technological failures, or cyberattacks.

16. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

17. Termination

The Company reserves the right to suspend or terminate your access to the Platform at its sole discretion, without prior notice, for any violation of these Terms.

18. Contact Information

For inquiries regarding these Terms, contact us at admin@blackarrowlaunchpad.com