Launchpad Terms & Conditions

Hercules Launchpad Services Terms and Conditions

SECTION 1

INTRODUCTION

1.1 TERMS AND CONDITIONS. These Launchpad Services Terms and Conditions (the “Agreement”) explains the terms and conditions by which the Project may access and use Services available at https://app.hercules.exchange/launchpad, the “Launchpad”. The Project agrees to comply with all the terms of this Agreement when accessing or using the Services, Launchpad and Launchpad Ecosystem.

1.2 ABOUT LAUNCHPAD ECOSYSTEM-

1.2.1 The Launchpad is a decentralized ecosystem whose software and smart contracts facilitate the connection between Participants and Projects within the scope of Projects conducting reward based crowdfunding initiatives involving the sale of their Project´s Utility Tokens.

1.2.2 The Launchpad Ecosystem shall comprise the Website (whose domain name includes but is not limited to https://app.hercules.exchange/), the Launchpad, mobile applications, applets and other applications and/or web platforms that are developed to offer the Services, including independently-operated platforms, websites and projects within the ecosystem (together the “Launchpad Ecosystem”).

1.2.3 The Launchpad Ecosystem is the with the IT infrastructure that allows Projects to meet Participants and to enter into a legal relationship between themselves and Participants concerning, respectively, the sale and purchase of the Project´s Utility Token

1.2.4 The Launchpad Ecosystem itself is not a legal subject and cannot assume responsibilities or obligations.

SECTION 2

ECOSYSTEM OPERATOR

2.1 The Launchpad Ecosystem is community governed and operated by a decentralized group of developers (the “Ecosystem Operator”). The Services are provided to the Project on the Launchpad Ecosystem by the Ecosystem Operator.

2.2 The Ecosystem Operator provides the Project access to the Launchpad Ecosystem (“Services”).

2.3 It is understood and agreed that the legal relationship concerning the Utility Token sale and purchase on the Launchpad shall occur between the Project and the Participant and shall not involve the Ecosystem Operator, whose role is limited to creating the conditions for this relationship to take place on the Launchpad.

2.4 The Ecosystem Operator is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. The Ecosystem Operator is not a financial institution or a financial service provider. The Ecosystem Operator has not received any license or authorisation from any regulatory authority. The Ecosystem Operator does not, and shall not at any time, give any financial advice whatsoever, including with regards to the purchase of Utility Tokens. Please note that the Ecosystem Operator is not acting as a financial institution or as a financial service provider, nor the Ecosystem Operator is issuing or offering any security or financial instrument.

2.5 The Ecosystem Operator is at all times solely acts as a technology provider of the Launchpad Ecosystem and the Services available to Projects for the purposes of facilitating their use of the Launchpad.

2.6 The Ecosystem Operator is not an agent, broker, dealer, promoter or employee of the Project in the performance of the Services for which it is solely an independent software service provider.

2.7 The Project acknowledges, understands and agrees that the Ecosystem Operator assumes no obligations to help the Project and its Participants to enforce any claims they might have towards each other, which would result from any of their engagements entered into as a result of the Services and/in connection with their use of Launchpad and Launchpad Ecosystem.

2.8 The Ecosystem Operator reserves the right to change, suspend, remove, discontinue or disable access to the Website, Launchpad Ecosystem or Launchpad or particular portions thereof, at any time and without notice. In no event will the Ecosystem Operator be liable for the removal of or disabling access to any portion or feature of the Website, Launchpad and Launchpad Ecosystem. Since the Website, Launchpad Ecosystem or Launchpad is web-based, it might be subject to temporary downtime. From time to time, the Ecosystem Operator also updates or maintains the Website, Launchpad Ecosystem or Launchpad which will result in the Website, Launchpad Ecosystem or Launchpad not being available for a certain period of time. The Ecosystem Operator does not warrant that the Website, Launchpad Ecosystem or Launchpad operates uninterrupted or error-free. The Ecosystem Operator is not responsible for any damages or losses suffered by the Project or its Participants as a result of any failure or interruption of the Website, Launchpad Ecosystem or Launchpad or suspension of the Project ́s or its Partcipants’s access to the Website, Launchpad Ecosystem or Launchpad. The Ecosystem Operator shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer malware, spyware, or scareware that may affect the Parties’ computer or other equipment, or any phishing, spoofing or other attacks.

2.9 The Website, Launchpad and Launchpad Ecosystem, and content, or Services may not be available in all territories and jurisdictions, and the Ecosystem Operator may restrict or prohibit the use of all or a portion of the Website, Launchpad and Launchpad Ecosystem, and content, or Services and content in certain territories and jurisdictions.

2.10 The Project or its Participants may be charged by the network provider for data services or any other third-party charges as may arise while using the Website, Launchpad and Launchpad Ecosystem, and the Project and its Participants accept responsibility for such charges.

SECTION 3

PROJECT

3.1 The Project shall be an innovative entrepreneurial initiative engaged in a crowdfunding operation executed through the issuance and sale of Utility Tokens via the Launchpad Ecosystem on the Launchpad facilitated by the Services.

3.2 The Project shall use Launchpad Ecosystem and the Services only for the purpose of the aforementioned crowdfunding operation on the Launchpad.

3.3 The proceeds derived from the sale of its Utility Tokens on the Launchpad shall be used by the Project with the sole purpose of executing the mission, vision, business strategy and objectives communicated to its community and Participantsthrough its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members of the Project.

3.4 The Project shall honestly and accurately represent the characteristics of its initiative in order to allow the Participants to take an informed and conscious decision concerning their participation in the Project via the Launchpad.

3.5 The Project shall communicate honest, accurate and updated information to the Ecosystem Operator at all times. The Project shall not modify any of its activities on the Launchpad without the prior written consent of the Ecosystem Operator and it shall be liable towards the Participants for such changes.

3.6 The Project shall have obtained all the necessary legal permissions and legal opinion assessing the legal classification and qualification of its Utility Token before using the Services and the Launchpad Ecosystem.

3.7 The Project is entirely and wholly responsible and liable for its conduct on the Launchpad Ecosystem and is the sole party responsible for the conduct of any sale and issuance of its Utility Token to Participants. The Ecosystem Operator shall be absolved from any responsibility regarding the Project’s outcome. The Project takes full responsibility regarding any Utility Tokens purchased performed through the Launchpad.

SECTION 4

PROJECT REPRESENTATIONS AND WARRANTIES

The Project represents and warrants that:

4.1 The Project is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.

4.2 The execution, delivery and performance by the Project of this Agreement and its activities on the Launchpad are within the power of the Project and, other than with respect to the actions to be taken Utility Tokens are to be delivered to the Participant, has been duly authorized by all necessary measures on the part of the Project. This Agreement constitutes a legal, valid and binding obligation of the Project, enforceable against the Project in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Project is not in violation of (a) its current certificate of incorporation or bylaws, (b) to its knowledge, any material statute, rule or regulation applicable to the Project, including but not limited to virtual assets and virtual asset service providers regulation, securities, investment adviser, broker-dealer, money services business, money transmitter regulations, regulations preventing dealings with certain sanctioned individuals, entities and countries and money laundering and terrorist financing regulation (for which the Project has adopted adequate procedures and policies) or (c) any material indenture or contract to which the Project is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Project.

4.3 The performance and consummation of the transactions contemplated by this Agreement and the Project´s activities on the Launchpad do not and will not: (a) violate any material judgment, statute, rule or regulation applicable to the Project; (b) result in the acceleration of any material indenture or contract to which the Project is a party or by which it is bound; or (c) result in the creation or imposition of any lien upon any property, asset or revenue of the Project or the suspension, forfeiture, or nonrenewal of any material permit, license or authorisation applicable to the Project, its business or operations.

4.4 The Project owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

4.5 Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, affiliate or person acting on behalf of the Project or any of its subsidiaries are (a) currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (hereinafter collectively referred to as “Sanctions”); or (b) located, organized or resident in Iran, North Korea, Cuba, Sudan or Syria. The Project and its subsidiaries have not knowingly engaged in for the past five years, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the target of Sanctions prohibiting any such dealings or transactions. Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, nor any Representative are a Prohibited Person; nor has the Project, its Representatives or any of the Project’s Affiliates engaged in any dealings or transactions with any Prohibited Persons; and the Project, its Representatives and its Affiliates have complied with all requirements of laws, government orders or resolutions of United Nations relating to anti-money laundering, anti-terrorism, trade embargos and economic sanctions applicable to its, its Representatives or its Affiliates’ activities. Neither the Project, nor any person having a direct or indirect beneficial interest in the Project or the Agreement being acquired by Project, or any person for whom Project is acting as agent or nominee in connection with the Agreement, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

4.6 The Project acknowledges and declares that their funds come from legitimate sources and do not originate from illegal activities; the Project agrees that the Ecosystem Operator may require them to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their funds.

4.7 The Project shall be solely responsible: 1) For any and all tax liabilities associated with payments between each itself and Participants; 2) For determining whether the Project is required by applicable laws to issue any particular invoice to its Participants and for issuing any invoices so required; and 3) For determining whether a Project and/or its Participant is required by applicable law to remit to the appropriate authorities any value added tax, sales tax or any other taxes and duties or similar charges, and remitting any such taxes or charges to the appropriate tax authorities, as applicable.

SECTION 5

PROJECT COVENANTS

5.1 The Project will not sell or issue its Utility Token in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, the issuance or use of the Utility Token in connection with transactions that contradict international standards on anti-money laundering and counter-terrorism financing procedures.

5.2 The Utility Token, which will be transferred to the Participant following the completion of its Launchpad activities and as provided hereunder, does not and will not represent the proceeds of a money laundering offense or a terrorist activity financing offense under anti-money and counter-terrorism financing regulations applicable to the Project.

5.3 The Project represents and warrants that upon transfer of the Utility Tokens to Participants, the Participants will have valid title to such Utility Tokens.

5.4 The Project hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction (with respect to the Project’s nationality and residence) in connection with the sale issuance of the Utility Tokens using the Launchpad Ecosystem, including (a) the legal requirements within its jurisdiction (with respect to the Project’s nationality and residence) for the issuance of the Utility Tokens, (b) any foreign exchange restrictions applicable to such Utility Tokens sale and issuance, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the sale, issuance and transfer of the Utility Tokens. The Project’s sale and issuance of the Utility Tokens according to this Agreement will not violate any applicable securities or other laws of the jurisdiction(s) of the Project’s nationality and residence. The Project is not a resident of any country in which the sale and issuance of the Utility Tokens is prohibited.

SECTION 6

KNOW YOUR CUSTOMER / KNOW YOUR BUSINESS / ANTI MONEY LAUNDERING

6.1 The Project as the issuer of the Utility Tokens is obliged to comply with Know Your Customer (KYC) and Know Your Business (KYB) standard practises and Anti Money Laundering (AML) applicable laws and regulations (hereinafter collectively referred to as “KYC/AML regulations''). The Ecosystem Operator expects the Project(s) to be acting in good faith regarding conducting such compliance procedures and to take appropriate security measures to protect the information provided. The Participant(s) will not be able to receive any payments from the Project(s) unless the Participant conforms successfully with established KYC procedures with the Project in accordance with this Section 6 herein.

6.2 The Project must provide the Ecosystem Operator with true and accurate details of all required KYC, KYB and AML requirements by the Project. The Project(s) acknowledge that by failing to submit all necessary KYC/KYB/AML information the Participants will not receive any Utility Tokens. The Participant(s) and the Project(s) will take all reasonable and necessary measures to rectify any issues.

6.3 The Project and Participants shall provide any further items and documentation that the Ecosystem Operator may reasonably request in the case of further Investigations at the discretion of the Ecosystem Operator.

6.4 The Project will not violate any and all laws and regulations applicable to the Project or Participants, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

6.5 The Ecosystem Operator may perform its own KYC/AML checks on Participant and Project eligible for participation (including receiving payments from Projects) within the Launchpad Ecosystem. The Project acknowledge, agree, and understand that the Ecosystem Operator will transfer to a third party service provider any collected KYC/AML data and that the Ecosystem Operator has the independent right to terminate a Projects use of or a Participant’s participation all based on the results of the KYC/AML checks.

6.6 The Project represents and warrants that they have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce.

6.7 Without limiting the foregoing, the Project or its Participants may not acquire any cryptographic tokens or use any of the Services through the Launchpad Ecosystem if: (1) if anyone is in, under the control of, or a national or resident of any country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or is on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) The Project intends to supply the acquired cryptocurrency(ies) or Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.

6.8 The Ecosystem Operator reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of services in certain countries or regions.

6.9 The Parties have not and will not supply the Ecosystem Operator with inaccurate or misleading information relating to its use of the Launchpad or its sale and issuance of the Utility Tokens, including, without limitation, the Project´s or Participant’s identity and source of funds. The Project will supply the Ecosystem Operator with all accurate information, documentation or copy documentation that the Ecosystem Operator may require in order to allow the Ecosystem Operator to accept the Project’s listing on the Launchpad and for its sale and issuance and the Participant´s purchase of Utility Tokens. The Project will provide the Ecosystem Operator with any additional information which may be reasonably required in order that the Project can fulfill its legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering and "Know Your Business" Obligation.

6.10 The Ecosystem Operator shall be entitled to immediately terminate this Agreement if the Ecosystem Operator has reasonable doubts as to the validity, authenticity and genuineness of the data provided by the Project or its Participants, or in case the Project has failed to provide the data and other additional information as required above. In addition, the Ecosystem Operator has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking the Project’s wallet and disclosing any information about the Project and its Participants to the Governmental Authority on their request, without the Projects’ or its Participant´s knowledge or consent.

SECTION 7

LICENSE AND INTELLECTUAL PROPERTY

7.1 The Ecosystem Operator hereby grants the Project a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of this Agreement, to access and use Launchpad Ecosystem and Launchpad solely for informational, transactional, or other approved purposes as permitted by the Ecosystem Operator from time to time. Any other use of the Launchpad Ecosystem and Launchpad is expressly prohibited. All other rights in the Launchpad Ecosystem and Launchpad are reserved by the Ecosystem Operator. The Ecosystem Operator reserves all rights in the Launchpad Ecosystem and Launchpad, and the Project agrees that this Agreement does not grant the Project any rights in or licenses to the Launchpad Ecosystem and Launchpad, except for this express, limited license. The Project will not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Launchpad Ecosystem and Launchpad or any other part of the Launchpad Ecosystem and Launchpad or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, The Project will not frame or display the Launchpad Ecosystem and Launchpad (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If the Project violates any portion of this Agreement, the Project’s permission to access and use the Launchpad Ecosystem and Launchpad or Services may be terminated pursuant to this Agreement. In addition, the Ecosystem Operator reserves the right to all remedies available at law and in equity for any such violation.

7.2 The Project may not assign any of their rights, licenses, or obligations under this Agreement without the Ecosystem Operator’ prior written consent. Any such attempt at assignment by the Project shall be void. The Ecosystem Operator may assign its rights, licenses, and obligations under this Agreement without limitation and without prior consent.

7.3 Intellectual property rights and all other proprietary rights in relation to the content available on the Website and Launchpad Ecosystem and Launchpad (including but not limited to software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information, and their selection and arrangement) (hereinafter: the “Website Content”) are the exclusive property of the Ecosystem Operator and its licensors. The Ecosystem Operator or its licensors’ rights to the Website Content include rights to the Website and Launchpad Ecosystem and Launchpad, all designs, software, smart contracts, and technical information, all intellectual property rights in the Website, Launchpad Ecosystem and Launchpad.

7.4 Any other use of the Website Content, including without limitation distribution, reproduction, modification, making available, communicating to the public, publicly perform, frame, download, display, or transmission, in whole or in part, without the prior written consent of the Ecosystem Operator is strictly prohibited.

7.5 The Project may not derive or attempt to derive the source code of all or any portion of the software or mobile software (hereinafter: the “Software”), permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the software or any part thereof.

7.6 The Ecosystem Operator, together with its licensors expressly reserve all Intellectual property rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the Website, Launchpad Ecosystem and Launchpad. Access to the Website, Launchpad Ecosystem and Launchpad does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of the Website, Launchpad Ecosystem and Launchpad, including copying or storing it or them in whole or part, other than for own personal, non-commercial use, is prohibited without the prior consent of the Ecosystem Operator.

7.7 The Project expressly agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Intellectual Property of the Ecosystem Operator or any Projects without the express prior written consent of the Ecosystem Operator and, if applicable, the Project. The Participants shall not infringe the Intellectual Property rights of the Ecosystem Operator, the Projects, or any third party.

7.8 The Website, Launchpad Ecosystem and Launchpad are provided to the Project on an “as is” basis, without warranties of any kind, either expressed or implied, to the maximum extent permitted under applicable law.

7.9 The Ecosystem Operator grants the Project a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to use the Website, Launchpad Ecosystem and Launchpad and its content for its personal, non-commercial use, and to display the content of the Website, Launchpad Ecosystem and Launchpad exclusively on its computer screen or on other devices (such as smartphones or tablets), subject to its compliance with the Terms & Conditions and the Ecosystem Operator’s policies.

7.10 Launchpad Ecosystem and Ecosystem Operator names and logos and all related product and service names, design marks, and slogans are the trademarks or service marks of the Ecosystem Operator or its licensors. No trademark or service mark license is granted in connection with the materials contained on the Website, Launchpad Ecosystem and Launchpad.

7.11 The Project may not reproduce or use the Marks without the prior written permission of the Ecosystem Operator.

SECTION 8

SURVIVAL

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Launchpad Ecosystem account cancellation, debts owed to the Ecosystem Operator, the general use of the Launchpad Ecosystem, disputes with Ecosystem Operator, and general provisions, shall survive the termination or expiration of this Agreement.

SECTION 9

NO WAIVER

The Ecosystem Operator’s failure to enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.

SECTION 10

DISCLAIMERS/LIABILITY/RELEASE/INDEMNIFICATION

Please note the following risks of using the Services, Launchpad Ecosystem:

10.1 The Project agrees and acknowledges that the Ecosystem Operator does not represent or warrant that any Services and the Launchpad Ecosystem are secure from a hacker or other malicious attack, which may result in the stealing or the loss of the Project’s confidential information or any other data or assets.

10.2 The Project agrees and acknowledges that the Ecosystem Operator does not represent or warrant that any Services and the Launchpad Ecosystem will guarantee any success or level of performance in the Project´s Launchpad activities or guarantee of participation by any Participants whatsoever.

10.3 The Project understands and agrees that any cryptographic tokens, blockchain technology or distributed ledger technology related projects are new and relatively untested and outside of both the Ecosystem Operator´s and the Project’s exclusive control. Any adverse changes in market forces, the technology and regulatory environment impacting the Ecosystem Operator’s performance under this Agreement shall absolve the Ecosystem Operator from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.

10.4 Project in its use of the Services and the Launchpad Ecosystem agrees to hold the Ecosystem Operator harmless for any losses incurred as a consequence of such use and participation. These potential losses include any gas fees for failed transactions, any excessive gas fees charged due to website or smart contract bugs, and any loss of any product due to website or smart contract bugs.

10.5 If the Project has a dispute with one or more Participants or other project of the Services or Launchpad Ecosystem or the Project´s actions or activities, to the extent permitted by law, the Project and its Participants release the Ecosystem Operator, its community, developers. affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release, the Project expressly waives any protections that would otherwise limit the coverage of this release to include only those claims which the Project may know or suspect to exist in the Project’s favor at the time of agreeing to this release.

10.6 The Project and Ecosystem Operator shall endeavor to perform their duties in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over this Agreement and their conduct.

10.7 The Project and Ecosystem Operator are solely and entirely responsible for any and all Federal or State tax liabilities which may arise, be imposed, or enforced as a result of this Agreement, Services, or activities on the Launchpad.

10.8 The Project expressly acknowledges and agrees that the Project’s access to and use of the Launchpad Ecosystem is at the Project’s sole risk. As between the Project, and the Ecosystem Operator to the maximum extent permitted by applicable law, the website is provided on an “as is” and “as available” and “underdevelopment” basis and the Ecosystem Operator expressly disclaims all representations, warranties, and conditions (express or implied, oral or written), including any implied warranty of merchantability, fitness for a particular purpose and non-infringement.

10.9 The Ecosystem Operator does not give any warranty in relation to the website, the software, and content nor with any services, information published or available on the website, should it be its availability, accuracy, or lawfulness. The Ecosystem Operator shall not verify, update or correct such information. The Ecosystem Operator does not warrant that the website will be available at all times and expressly reserves the possibility to discontinue the website without notice.

10.11 Although the Ecosystem Operator intends to provide accurate and timely information on the Website, Launchpad Ecosystem and Launchpad (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide the Project and its Participants with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. 10.12 Accordingly, the Project should verify all information before relying on it, and all decisions based on information contained on the Website, Launchpad Ecosystem and Launchpad are the Project’s sole responsibility and the Ecosystem Operator shall have no liability for such decisions. Project especially acknowledges, understands and agrees that the Ecosystem Operator does not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading decision made based on any information available on the Website, Launchpad Ecosystem and Launchpad.

10.13 The laws of some states or jurisdictions do not allow the disclaimer of implied warranties, so some or all of the disclaimers in this section may not apply to Project. The Project agrees that the entire risk arising out of their use of the Services, and Launchpad Ecosystem remains solely with them.

10.14 Project waives any and all other warranties of any kind, whether express or implied, including, without limitations, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from a course of performance, course of dealing or usage in trade.

10.15 The Agreement does not constitute a solicitation for investment in any security and shall not be construed in that way. The Agreement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or financial instruments or offer for dealer or broker services on behalf of the Project.

10.16 By accessing, using or attempting to use Services in any capacity, Project acknowledges that it accepts and agrees to be bound by this agreement. If the Project does not agree, do not access the Ecosystem Operator or utilize Services or Launchpad Ecosystem. Please note that this agreement has not been approved by any regulator, competent authority or authorized person in general, and specifically not within the meaning of a competent authority according to u.s. or eu law. Therefore, relying on this document for the purpose of purchasing Utility Tokens may expose Project to a significant risk of loss of all assets.

10.17the Project agrees to indemnify and hold the Ecosystem Operator and its subsidiaries and/or affiliates and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to: 1) breach of the Agreement; 2) Use of, or inability to use, the Website, Launchpad, and Services; 3) violation of the Agreement or any other applicable terms, policies, warnings, warranties, or instructions provided by the Ecosystem Operator or a Third-party in relation to the Website, Launchpad, and Services; 4) violation of any applicable law or any rights of any Third-party

SECTION 10

CONFIDENTIALITY

10.1 The Project and Ecosystem Operator acknowledge that in connection with this Agreement, a party may have access to Proprietary Information (as defined below) pertaining to another party. Each Party agrees that, for five (5) years after the execution of this Agreement, it will not (i) use any Proprietary Information, except for the benefit of the Party to which it belongs, or (ii) disclose to others any Proprietary Information, except to such extent as may be necessary in connection with this Agreement. In addition, the parties shall keep confidential the existence and content of this Agreement unless and until the Ecosystem Operator publicizes the same.

10.2 For purposes of this Agreement, “Proprietary Information” of a party shall mean all information (whether or not patentable or copyrightable) owned, possessed or used by a party, including without limitation any trade secrets, know-how, data, processes, formulas, methods, technology, pricing, business plans, software, customers and prospective customers, partners and prospective partners, suppliers, development plans, and sales and marketing information. A party’s obligations under this Section 10 shall not apply to any information that (a) is or becomes known to the general public under the circumstances involving no breach by the other party of the terms of this Section 10, (b) is generally disclosed to third parties by the disclosing party without restriction on such third parties, or (c) is approved for release by written authorisation of the disclosing Party.

10.3 Project agrees that Confidential Information or private data, which Participants and Project might receive from the Ecosystem Operator or Projects and which is not readily available in the public domain belong to the Ecosystem Operator and/or Projects and Participants and Projects undertake not to disclose to any third person at any time any such Confidential Information or private data without the express prior written consent of the Ecosystem Operator.

SECTION 11

DISPUTES/CLAIMS/GOVERNING LAW

11.1 Please contact the Ecosystem Operator first. The Ecosystem Operator wants to address the Project’s concerns without resorting to formal legal proceedings, if possible. If the Project has a dispute with the Ecosystem Operator, then the Project should contact the Ecosystem Operator, and a ticket number will be assigned. The Ecosystem Operator will attempt to resolve the Project’s dispute internally as soon as possible.

11.2 The Ecosystem Operator and Project agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).

11.3 In the event, the dispute cannot be resolved satisfactorily, and the Project wishes to assert a legal claim against the Ecosystem Operator, then the parties agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Ecosystem Operator. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include an email. The Notice of Claim should be submitted to an email address or hyperlink provided in the Project’s correspondence with the Ecosystem Operator. After the Project has provided the Notice of Claim to the Ecosystem Operator, the dispute referenced in the Notice of Claim may be submitted by either the Ecosystem Operator or the Project to arbitration in accordance with the paragraph below.

11.4 The laws of Marshall Islands (with the exclusion of any rules that might lead to the use of any other law which is not the law of Marshall Islands) shall govern the validity and construction of the Agreement, any separate contract whereby the Ecosystem Operator provides the Project and/or the Project with any Services, and any dispute arising out of or in relation to the Agreement or such separate contracts.

11.5 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (hereinafter referred to as the “Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one (1). The language to be used in the arbitral proceedings shall be English. The seat, or legal place, of arbitration shall be London. The arbitration procedure may be conducted partially or entirely online.

11.6 The Parties agree that any dispute is personal to the Ecosystem Operator and the Project and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The parties agree that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.

11.7 In case of dispute, the parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.

SECTION 12

ENTIRE AGREEMENT AND SEVERABILITY

The Terms of Use, this Agreement, the Privacy Policy, the Cookies Policy are subject to any amendments or modifications made by the Ecosystem Operator from time to time and shall constitute the entire agreement between you and the Ecosystem Operator with respect to the use of the Website, Services, and Launchpad Ecosystem (hereinafter referred to as the “Entire Agreement”).

If any provision of the Entire Agreement, is found to be invalid by a court or another competent jurisdiction, that provision only will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect

SECTION 12

DEFINITIONS AND INTERPRETATION

The following terms, as used herein, shall have the following meanings, respectively, unless inconsistent with the subject or context. Other capitalized terms may be defined elsewhere in this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

“AML” means Anti Money Laundering.

“Confidential Information” shall mean any data or information that is proprietary to or possessed by the Ecosystem Operator and not generally known to the public or that has not yet been revealed, including but not limited to: 1) any scientific or technical information, invention, design, process, know-how, procedure, software programs, development tool, code, and database; 2) any marketing strategy, financial information, financial projection, financial estimate, business plan, business model, analysis of competitors and their products or services, technical and expert assessments of products and services that are being developed, designed or studied or that may be produced in the future; 3) legal opinions, legal memos, legal research reports, general legal advices and compliance reports.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitations, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

“Intellectual Property” means any and all ownership or proprietary rights, rights of use or any other rights with respect to the domain names, patents and patent applications, trade secrets, trademarks and service marks, trademark and service mark registrations and applications (including, but not limited to Hercules´ trademark), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property right in connection or related to Website, Launchpad Ecosystem).

“KYC” means Know Your Customer.

“KYB” means Know Your Business.

“Laws” shall mean and include any law, regulation, or other provisions that have legal effect in any jurisdiction where the Business is situated or operates.

“Licensed Product” includes the Launchpad Ecosystem, Torch, XTorch, and any other Intellectual Property of the Ecosystem Operator or third party that may licensed to the Project under this Agreement for the purposes of conducting the Services and provision of any other services of the Ecosystem Operator under this Agreement.

“Participants” shall mean Users of the Launchpad Ecosystem who participate in a Project and/or in a Project´s activities on the Launchpad, whether or not they purchase the Project´s Utility Token.

“Project” shall mean a company duly registered and validly existing in their country of incorporation that sells Utility Tokens within the context of a Launchpad offering, and who enters into this Agreement between the Project and Ecosystem Operator.

“Sanctions” shall mean collectively sanctions administered or enforced by any country, government or public authority.

“Tax”, “Taxes”, or “Taxation” shall mean any taxes, duties, levies, imposts or other sums payable by reference to profits, revenue or transactions.

“User” shall mean a person who connects to the Website or Launchpad Ecosystem with their self hosted self custodial wallet.

“Utility Tokens'' shall mean utility-type crypto-asset sold and issued by the Project to Participants on the Launchpad.