These Terms of Service (these “Terms”) are a binding agreement between you and ChainGPT AI S.A., a company incorporated under the laws of the Republic of Panama (“ChainGPT,” “we,” “us,” or “our”), and, where applicable, our subsidiaries and affiliates. These Terms govern your access to and use of all online products and services that we own or control and that link to or reference these Terms, including, without limitation: our ChainGPT websites and web applications (such as chaingpt.org and app.chaingpt.org); our AI‑powered products and features; our application programming interfaces (“APIs”), software development kits (“SDKs”), agents, and other developer services; our launchpads and fundraising platforms (including ChainGPT Pad, DegenPad, and CGPT.Fun); our ChainGPT Labs platform and services; our NFT‑related websites and tools; our CryptoGuard‑branded security and monitoring tools and any related websites; and any other software, tools, dashboards, content, data, documentation, or online services we make available (collectively, the “Services”). These Terms incorporate and include our Privacy Policy, Cookies Policy, and any supplemental or product‑specific terms, usage rules, campaign or launchpad rules, or other guidelines or policies we provide in writing in connection with the Services. The Services are licensed, not sold, to you, and are made available only on the condition that you accept these Terms without modification.

YOU INDICATE ACCEPTANCE OF THESE TERMS THROUGH YOUR CONTINUED USE OF THE SERVICES. YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, CEASE USE OF THE SERVICES.

SECTIONS BELOW INCLUDE AN ARBITRATION PROVISION AS WELL AS A CLASS ACTION WAIVER. YOU AGREE TO SETTLE ALL DISPUTES BY BINDING INDIVIDUAL ARBITRATION THROUGH AGREEING TO THESE TERMS OF SERVICE, WHICH ENSURES YOU FORFEIT YOUR RIGHT TO HAVE THE CASE RESOLVED BY A JUDGE OR JURY, AS WELL AS ANY RIGHT TO ENGAGE IN COLLECTIVE ACTION, SUCH AS A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.

1. REGISTRATION AND ACCESS

You will access the Services from your wallet. You will not be able to engage in any transactions or Services other than through authorized digital wallets. You understand and accept that access to your ChainGPT account is restricted to the wallet owner only. You agree not to sell, rent, lease, or give access to your ChainGPT account to anyone.

You must provide accurate and complete information to register for an account. It is important that you keep your account password confidential and that you do not disclose it to any third party. If you know or suspect that any third party knows your password or has accessed your account, you must notify us immediately. You agree that you are solely responsible (to us and to others) for the activity that occurs under your account.

We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third-party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services and would like your account deleted, contact us here. We will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

Eligibility and User Representations

You may use the Services only if you (i) are at least eighteen (18) years old or the age of legal majority where you reside (whichever is higher), and (ii) have the legal capacity to enter into a binding contract with ChainGPT. By accessing or using the Services, you represent and warrant that:

1. You meet the foregoing eligibility requirements;
2. You are not a resident, national, or located in any jurisdiction where your access to or use of the Services would be contrary to applicable law or would require ChainGPT to obtain any registration, license, or authorization that it does not currently hold;
3. You are not located in, organized in, or ordinarily resident in any Embargoed Country, and you are not listed on, or controlled by, or acting on behalf of any person listed on, any Restricted Party List (each as defined in the Export Controls subsection of these Terms); and
4. If you access or use the Services on behalf of a company or other legal entity, you have full authority to bind that entity to these Terms, and “you” will refer to that entity in addition to you individually.

You are responsible for ensuring that your use of the Services complies with all laws, rules, and regulations applicable to you, and you must not access or use the Services if such laws prohibit you from doing so.

2. USAGE REQUIREMENTS

a. Use of Services

You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services, including to the look and feel, source code, algorithms, and any associated software, hardware, or other intellectual property rights in connection with the Services.

b. Feedback

We appreciate feedback, comments, ideas, proposals, and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.

c. Restrictions

You may not:

1. Use the Services in a way that infringes, misappropriates, or violates any person’s rights or threatens or could threaten to do such;
2. Everse assemble, reverse compile, decompile, translate, or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law) or otherwise use for malicious purposes, disrupt, or interfere with any component in connection with the Services;
3. Use output from the Services to develop models that compete with ChainGPT;
4. Except as expressly permitted by us, you may not use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
5. Represent that output from the Services was generated by a certain method when it is not, or otherwise violate any usage policies;
6. Buy, sell, or transfer any part of the Services, or use the Services for any commercial purposes without our prior consent; or
7. Send us any personal information or information subject to any heightened data protection obligations, except where such information is expressly requested by ChainGPT in connection with your use of the Services (for example, for account registration or KYC/AML Checks).

You will comply with any rate limits and other requirements in our documentation.

d. Third-Party Services

To execute transactions, we may use third-party platforms or wallet service providers. Any third-party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third-party products and may not be held liable for third-party products in any way.

e. Prohibited Uses

In addition to the restrictions set out above, you agree that you will not, and will not permit any third party to, use the Services:

1. for any activity that is illegal, fraudulent, deceptive, or otherwise in violation of any applicable law or regulation;
2. to create, upload, or distribute malware, ransomware, viruses, or other harmful code, or to engage in phishing, spoofing, or other forms of cyber‑attack;
3. to promote, facilitate, or engage in market manipulation, wash trading, pump‑and‑dump schemes, front‑running, insider trading, or any other form of abusive or manipulative trading or investment activity;
4. to promote, facilitate, or engage in any offering of securities, investment contracts, or other regulated financial instruments in violation of applicable securities or financial‑services laws;
5. to generate or disseminate content that intentionally impersonates ChainGPT, its personnel, or any other person or entity in a deceptive or misleading manner;
6. to attempt to circumvent, disable, or otherwise interfere with any security feature, access‑control mechanism, usage limit, or rate limit of the Services, including by using multiple accounts, bots, or other automated tools; or
7. in any manner that infringes, misappropriates, or otherwise violates any intellectual property, privacy, or other rights of any person.

ChainGPT may, in its sole discretion, investigate and take any action it deems appropriate (including terminating or suspending your access to the Services) if it believes you have engaged in any prohibited use.

f. Blockchain Networks and Smart Contracts

Certain features of the Services interact with, rely on, or provide interfaces to one or more public or private blockchain networks, smart contracts, decentralized exchanges, liquidity pools, bridges, or other decentralized protocols that are not operated or controlled by ChainGPT (“Third‑Party Protocols”). ChainGPT does not own or control any such Third‑Party Protocols and is not responsible for their operation, security, or availability.

Transactions that you initiate through the Services may be irrevocably recorded on a blockchain network and cannot be reversed, modified, or canceled by ChainGPT once submitted. Such transactions may be subject to network fees (for example, gas fees) and may be delayed, dropped, rearranged, or otherwise affected by network congestion, forks, reorganizations, attacks, failures, or other technical issues.

You acknowledge and agree that you are solely responsible for familiarizing yourself with how the relevant blockchain networks and Third‑Party Protocols work, and for all risks associated with interacting with them. ChainGPT is not liable for any losses, damages, or claims arising from your use of, or inability to use, any blockchain network or Third‑Party Protocol, including but not limited to losses due to smart‑contract vulnerabilities or exploits, network failures, or changes to protocol rules.

g. Identity Verification and Anti‑Money Laundering

ChainGPT may, at any time and in its sole discretion, require you to provide additional information and documentation for the purposes of identity verification, compliance with anti‑money laundering (“AML”), counter‑terrorist financing (“CTF”), sanctions, fraud‑prevention, or other legal and regulatory obligations (“KYC/AML Checks”). Such information may include, without limitation, government‑issued identification documents, proof of address, information regarding the source of funds or source of wealth, and information about your business or employment.

You agree to promptly provide all information and documentation that ChainGPT reasonably requests in connection with any KYC/AML Checks and that all such information will be true, accurate, and complete. ChainGPT may restrict, suspend, or terminate your access to some or all of the Services, or to any specific feature (including the ability to participate in Launchpad Campaigns or similar activities), if you do not complete KYC/AML Checks to ChainGPT’s satisfaction, if required information is not provided or cannot be verified, or if ChainGPT reasonably suspects that your use of the Services may be associated with money laundering, terrorist financing, fraud, sanctions evasion, or other unlawful activity.

You acknowledge and agree that ChainGPT may, where required by applicable law or where ChainGPT reasonably deems it necessary to protect itself or other users, report information regarding you and your use of the Services to competent authorities and cooperate with law enforcement or regulatory investigations.

3. CONTENT

You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. By using the Services, you hereby grant us the right to access, track, and use the Input as necessary in connection with the Services.

Subject to your compliance with these Terms, ChainGPT hereby assigns to you all its right, title, and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. ChainGPT may use Content to provide and maintain the Services, comply with applicable law, and enforce our policies.

You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms. ChainGPT makes no representations or warranties as to the quality, origin, or ownership of any Content. ChainGPT shall not be liable for any errors, misrepresentations, or omissions in, of, and about the Content, nor for the availability of the Content. ChainGPT shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of Content.

In addition to the above, your access to and use of the Services must, at all times, be compliant with our community guidelines. We reserve the right, at any time and without prior notice, to remove or disable access to the Services or Content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to the Services or Content may include violation of these Terms or our community policy, suspected fraud, illegitimate activity, or any other suspected activity otherwise harmful to the Services or our users.

We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in incorrect Output that does not accurately reflect requests or reality. You should evaluate the accuracy of any Output as appropriate for your use case, including by using a human review of the Output.

a. Data Usage and Model Improvement

As of the “Last updated” date shown above, ChainGPT does not use Content submitted via the Services to train or improve its machine‑learning models, other than as necessary to provide and maintain the Services, comply with law, and enforce these Terms. However, you acknowledge and agree that, subject to applicable law, ChainGPT may in the future use Content, including in anonymized, de‑identified, or aggregated form, to train, fine‑tune, evaluate, or otherwise improve its models, systems, and Services without requiring further amendment to these Terms.

You are solely responsible for the Content you submit and for ensuring that you have all necessary rights and permissions to do so. You should not submit to the Services any information that is highly confidential, sensitive, or subject to special data protections (including, without limitation, financial account numbers, government identifiers, health information, or personal data of third parties) unless you understand and accept that such information will be handled in accordance with these Terms and ChainGPT’s Privacy Policy and may be processed on infrastructure that is not located in your country of residence.

b. Digital Assets, NFTs, and Intellectual Property

The Services may enable you to create, mint, display, purchase, sell, or otherwise interact with non‑fungible tokens or other digital assets (“Digital Assets”). Unless expressly stated otherwise in a separate agreement or license applicable to a particular project or Digital Asset, you understand and agree that:

1. Your ownership of a Digital Asset generally entitles you only to ownership of the underlying token on the applicable blockchain, and does not by itself grant you any rights in or to the associated artwork, images, video, audio, code, trademarks, logos, brand names, or other intellectual property (“Associated Content”) except for a limited license as may be expressly granted by the applicable rights holder;
2. All rights, title, and interest in and to the Associated Content are reserved by the relevant rights holder (which may be ChainGPT, a project team, or another third party), and you obtain no rights in or to such Associated Content except as expressly granted in writing;
3. Unless expressly allowed by the applicable rights holder, you may not use any Associated Content or related trademarks, logos, or branding for any commercial purpose, to create derivative works, or in any way that is likely to cause confusion or imply endorsement by ChainGPT or any third party; and
4. Metadata, images, or other content associated with Digital Assets may be stored off‑chain (for example, via IPFS or traditional web hosting) and such storage locations are not controlled by ChainGPT; ChainGPT does not guarantee the continued availability or integrity of any such off‑chain content.

If a specific project or issuer provides separate license terms governing a Digital Asset or Associated Content, those project‑level terms will control in the event of any conflict with this subsection with respect to that Digital Asset.

c. Crypto Compliance Assistant; Informational Use Only; No Legal Advice.

Without limiting Section 3.B (Digital Assets, NFTs, and Intellectual Property) and Section 8.H (No Investment Advice; No Securities Offering), the following additional terms apply to your use of the Crypto Compliance Assistant and any other compliance-focused AI features we make available (collectively, the “Crypto Compliance Assistant”):

1. The Crypto Compliance Assistant is an experimental AI tool that provides automated, general compliance information based on public regulations and ChainGPT’s internal policies. It is not a law firm or a licensed legal, tax, accounting, financial, or other professional advisor, and nothing in any Output from the Crypto Compliance Assistant constitutes legal, tax, accounting, financial, investment, or other professional advice.
2. You understand and agree that information and Output provided by the Crypto Compliance Assistant may be inaccurate, incomplete, or not up to date, may not reflect all applicable laws, regulations, or guidance in any jurisdiction, and may vary depending on the Input you provide or other factors. You must not rely on any such information or Output as a substitute for your own independent research and professional advice.
3. Your use of the Crypto Compliance Assistant does not create, and is not intended to create, any attorney–client, advisor–client, fiduciary, or other professional relationship between you and ChainGPT, any of its affiliates, or any of their respective personnel.
4. You are solely responsible for (a) evaluating the accuracy, sufficiency, and relevance of any Output generated by the Crypto Compliance Assistant; (b) determining how and whether to use any such Output in connection with your business, products, services, or compliance programs; and (c) obtaining advice from qualified, independent legal, tax, accounting, or other professional advisors regarding your specific circumstances and obligations.
5. You acknowledge and agree that it is your responsibility, and not ChainGPT’s, to ensure your own compliance with all laws, rules, and regulations that apply to you, your organization, and your activities. ChainGPT shall have no liability arising from or relating to your use of, or reliance on, the Crypto Compliance Assistant or any Output it generates, except to the limited extent expressly required by applicable law.

4. FEES

a. Fees and Billing

You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment.

You will provide complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize ChainGPT and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees.

If your payment cannot be completed, we will provide you with written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. All transactions involving the offering are final. All Fees related to the Services are non-refundable except at the sole discretion of ChainGPT (for service fees and other fees within its control) or applicable third parties.

b. Taxes

Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require.

ChainGPT uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date. You acknowledge that you are solely responsible for determining whether or not taxes apply to your transactions. The taxes that apply to your transactions are not the responsibility of ChainGPT.

c. Price Change

We may change our prices by posting notice to your account and/or to our website. Price increases will be effective 14 days after they are posted, except for increases made for legal reasons or increases made to ancillary Services, which will be effective immediately. Any price changes will apply to the Fees charged to your account immediately after the effective date of the changes.

d. Disputes and Late Payments

If you want to dispute any Fees or Taxes, please contact us within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees is past due, we may suspend your access to the Services and provide you with a written notice of late payment.

5. CONFIDENTIALITY, SECURITY, AND DATA PROTECTION

a. Confidentiality

You may be given access to Confidential Information of ChainGPT, its affiliates, and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care.

“Confidential Information” means nonpublic information that ChainGPT or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information.

You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to ChainGPT and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

b. Protection

You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact ChainGPT and provide details of the vulnerability or breach.

You accept and agree that you are solely responsible for the security of your account and for maintaining control over any usernames, passwords, or other codes you use to access the Services. Third-party access to your account may result in the loss or theft of funds kept in your account and any related or linked accounts. You accept and consent that you will not hold us accountable for the maintenance and protection of your account. You also understand and accept that we are not liable for, and you will not hold us liable for, any unauthorized access to or use of your account.

You are in charge of the security of your account. If you find any irregular or suspicious behavior in your account, please contact us immediately.

You understand and consent that your personal information may be required or collected, used, and released in compliance with ChainGPT’s Privacy Policy.

6. RISKS

You have carefully considered the risks involved with using the Services, and also the risks associated with token technologies, including but not limited to the possibility of losing all the tokens you have. You will only ever use your legally owned tokens unless you are authorized on behalf of a third party and we agree that you may act on behalf of that third party. We may request that you provide written authorization from that third party confirming you have the necessary authority to transact tokens on their behalf.

You will not use the Services in order to disguise the proceeds of, or to further, any breach of applicable laws or regulations, or to deal in any contraband tokens or proceeds. The price and liquidity of blockchain assets are extremely volatile and may fluctuate drastically. Price fluctuations in other digital assets can have a material and negative impact on tokens, which may also be subject to considerable price volatility.

Legislative and regulatory adjustments or acts at the provincial, federal, and international levels could have a negative impact on the use, movement, trade, and value of tokens. Damages arising from fraudulent or unintentional transactions may not be recoverable. Any transactions in digital assets will be considered completed once they are registered on a public ledger, which may or may not be the same as the date or time you initiated the transaction. The value of tokens may be derived from market participants’ continued willingness to swap fiat currency or digital assets, which may result in the permanent and absolute loss of value of a specific asset.

Using the Services and/or token technologies generally carries financial risk. You acknowledge and agree that you are aware of such risks, including the following: (a) transactions relating to digital assets are very risky, and such digital assets are, by their nature, highly experimental, risky, volatile, and generally irreversible; and (b) you should not make any transactional decision without first conducting your own research.

You are solely and exclusively responsible for determining whether your use of the Services is appropriate or suitable for you based on your own objectives and personal and financial situation. You acknowledge and agree that you will access and use the Services and interact with other users at your own risk.

IN NO CIRCUMSTANCES SHALL CHAINGPT OR THE SERVICES BE CONSTRUED AS A DIGITAL ASSET EXCHANGE, BROKER, DEALER, FUND MANAGER, FINANCIAL INSTITUTION, EXCHANGE, CUSTODIAN, ROBO-ADVISOR, INTERMEDIARY, OR CREDITOR. THE SERVICES DO NOT PROVIDE FINANCIAL ADVISORY, LEGAL, REGULATORY, OR TAX SERVICES DIRECTLY, INDIRECTLY, IMPLICITLY, OR IN ANY OTHER MANNER, AND YOU SHOULD NOT CONSIDER ANY CONTENT CONTAINED IN THESE TERMS OR OTHERWISE OBTAINED VIA OR PROVIDED ON THE SERVICES TO BE A SUBSTITUTE FOR PROFESSIONAL FINANCIAL, LEGAL, REGULATORY, TAX, OR OTHER ADVICE.

7. INDEMNIFICATION; DISCLAIMER OF WARRANTIES; LIMITATIONS ON LIABILITY

a. Indemnity

You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to: (i) your use of the Services; (ii) your Content; (iii) products or Services you develop or offer in connection with the Services; and (iv) your breach of these Terms, a third party’s rights, or applicable law.

You agree to promptly notify ChainGPT of any claims and cooperate with the defense of such claims. You further agree that we shall have control of the defense or settlement of these claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and ChainGPT.

b. Disclaimer

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE.

WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

For the avoidance of doubt, any security, alerting, or monitoring features we make available (including any offered under the “CryptoGuard” name) are provided for informational and risk‑mitigation purposes only and cannot guarantee detection, prevention, or remediation of all vulnerabilities, exploits, scams, or other harmful activity. You remain solely responsible for your own security practices, due diligence, and independent assessment of on‑chain activity, third‑party contracts, and other digital asset risks.

c. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCESS TO, AND USE OF, THE SITES, SERVICES, OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.

OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE LIABILITY AROSE OR (II) ONE HUNDRED DOLLARS (USD $100).

THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF CHAINGPT FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF CHAINGPT’S NEGLIGENCE; OR (B) ANY INJURY CAUSED BY A MEMBER OF CHAINGPT’S FRAUD OR FRAUDULENT MISREPRESENTATION.

d. Launchpad Operational Risks

The User acknowledges that ChainGPT’s launchpad and any related modules are complex software systems that rely on blockchain networks, third‑party infrastructure, and other technical components, which may, from time to time, experience defects, bugs, glitches, congestion, delays, or other operational issues. By electing to utilize the launchpad, the User acknowledges that it is provided “as‑is” and “with all faults,” and the User assumes all risks associated with these potential issues, which may include disruptions, inefficiencies, or unavailability of service.

ChainGPT is not liable to you for any losses, damages, or other issues relating to or arising out of such technical or operational issues with the launchpad, except to the extent expressly required by applicable law. While ChainGPT is dedicated to enhancing the performance and reliability of the launchpad, it cannot guarantee uninterrupted service or a completely error‑free operation. The User’s use of the launchpad constitutes acceptance of these terms and conditions.

In addition, should technical malfunctions or issues inherent to the software or underlying networks necessitate the complete cancellation of an Initial DEX Offering (IDO) conducted through the launchpad, ChainGPT will waive any fees typically imposed for such cancellations. This provision aims to mitigate the financial impact on the User caused solely by technical failures of the launchpad.

8. LAUNCHPAD CAMPAIGNS; DYNAMIC PARAMETERS AND MODIFICATIONS

a. Scope

This Section applies to all campaigns conducted through ChainGPT’s launchpad or similar fundraising or distribution modules, including, without limitation, IDOs, token or NFT sales, airdrops, Buzz Drops, rewards campaigns, and any other fundraising, distribution, allocation, or incentive programs made available via the launchpad (each, a “Launchpad Campaign”).

b. Dynamic Parameters Before the Buy Period

You acknowledge and agree that, at any time prior to the opening of the buy, commit, or subscription period for a Launchpad Campaign (the “Buy Period”), ChainGPT may, in its sole discretion and without prior individual notice, modify, update, or replace any non‑final parameters of such Launchpad Campaign, including but not limited to:

1. The criteria, logic, or algorithm used to score, rank, or otherwise evaluate users or wallets (including Buzz Drops and other reward or allocation algorithms);
2. Eligibility, whitelisting, or participation criteria;
3. Allocation rules and formulas (including per‑user allocations, tiers, pools, oversubscription handling, and similar mechanics);
4. Timelines and phases of the Launchpad Campaign, including registration, snapshot, or claim phases; and
5. Any other operational, technical, or procedural aspects of the Launchpad Campaign.

Without limiting the generality of the foregoing, for IDOs and other token sale Launchpad Campaigns, ChainGPT may, until the opening of the Buy Period:

1. Adjust the total raise amount, soft cap, and/or hard cap;
2. Adjust the initial token or asset price, fully diluted valuation (FDV), or equivalent economic metrics;
3. Modify tokenomics or distribution terms, including vesting, lock‑up, cliff, or release schedules; and
4. Modify any other economic, structural, or allocation‑related parameters described in the launchpad interface for that Launchpad Campaign.

Your decision to register for, remain registered for, or continue to participate in any Launchpad Campaign after such changes are made constitutes your acceptance of the modified parameters.

c. No Changes to Core Economic Terms After the Buy Period Opens

Once the Buy Period for a particular Launchpad Campaign has opened and users are able to commit funds or tokens through the launchpad interface, ChainGPT will not make any further changes to the core economic terms of that Launchpad Campaign, including the token or asset price, total raise amount, and FDV, except to the extent required by applicable law, regulation, or regulatory guidance.

For the avoidance of doubt, ChainGPT may still make purely technical, security, or user interface changes that do not materially and adversely affect the economic terms applicable to commitments already made.

d. Cancellations, Suspensions, and Postponements

ChainGPT may, at any time prior to the conclusion of a Launchpad Campaign’s Buy Period, cancel, suspend, or postpone the Launchpad Campaign (in whole or in part) where ChainGPT reasonably determines that such action is necessary or appropriate, including due to:

1. technical or security issues;
2. suspected fraud, market manipulation, legal or regulatory concerns;
3. material issues with the underlying project or issuer; or
4. other events outside ChainGPT’s reasonable control.

In the event of cancellation, and to the extent funds have already been committed and are under ChainGPT’s control, ChainGPT will arrange for such funds to be returned to you in the manner and within the timeframe reasonably determined by ChainGPT, subject to network conditions and any applicable third‑party platform constraints.

e. Precedence of Launchpad Interface

In the event of any conflict between (i) marketing materials, social media posts, blog posts, or other off‑platform descriptions of a Launchpad Campaign and (ii) the parameters displayed in the official launchpad interface at the time the Buy Period opens, the parameters displayed in the launchpad interface shall prevail.

f. Project‑Level Changes

You acknowledge that many Launchpad Campaigns involve third‑party projects or issuers over which ChainGPT has limited or no direct control. Such projects or issuers may, in their discretion, modify their own tokenomics, roadmaps, business models, or other project‑level details. ChainGPT does not guarantee that any project will implement or maintain any particular configuration or feature, even if such configuration or feature was referenced in pre‑launch materials, and ChainGPT shall not be liable for any such project‑level changes, except as expressly required by applicable law.

g. KYC and Compliance for Launchpad Campaigns

Participation in certain Launchpad Campaigns may be subject to additional eligibility, KYC/AML, sanctions, or other compliance requirements imposed by ChainGPT, the relevant issuer or project, or applicable law. ChainGPT may, at any time before, during, or after a Launchpad Campaign, require you to complete additional identity verification or provide additional information and documentation as a condition to your participation, continued participation, or ability to receive allocations or claim tokens or other assets.

ChainGPT may refuse, limit, suspend, or cancel your participation in any Launchpad Campaign, or require you to unwind or forfeit allocations, if you do not satisfy applicable eligibility or compliance requirements, if ChainGPT is unable to verify information you provide, or if ChainGPT reasonably suspects that your participation may be associated with money laundering, terrorist financing, fraud, sanctions evasion, or any other unlawful or high‑risk activity. Any such actions may be taken by ChainGPT without liability to you, except as otherwise required by applicable law.

h. No Investment Advice; No Securities Offering

Launchpad Campaigns, including any IDOs, token sales, airdrops, or other distributions conducted through the launchpad, are high‑risk and speculative. Information provided by ChainGPT in connection with any Launchpad Campaign (including project descriptions, tokenomics, dashboards, scorecards, allocations, or any data or analytics displayed in the launchpad interface) is provided for informational purposes only and does not constitute investment, financial, legal, tax, or other professional advice, or a recommendation, solicitation, or endorsement by ChainGPT to purchase, sell, or hold any asset or to participate in any transaction.

You are solely responsible for conducting your own independent due diligence on any project, token, or Launchpad Campaign and for determining whether any participation is appropriate for you in light of your financial situation, objectives, experience, and risk tolerance. ChainGPT does not and will not act as your broker, dealer, investment adviser, underwriter, or agent in connection with any Launchpad Campaign, and does not guarantee that any token or other asset distributed through the launchpad will have, or continue to have, any particular value, utility, liquidity, or listing on any exchange.

Nothing in these Terms or in any Launchpad Campaign is intended to, and shall not, constitute an offer, solicitation, or recommendation to buy or sell securities or any other regulated financial instruments in any jurisdiction where such offer, solicitation, or recommendation would be unlawful.

9. DISPUTE RESOLUTION

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

a. Mandatory Arbitration

You and ChainGPT agree to resolve any past or present claims relating to these Terms or our Services through final and binding arbitration. You accept that all such arbitration will be determined purely by binding arbitration held in Panama, as per the applicable rules of Panama.

b. Informal Dispute Resolution

We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against ChainGPT, you agree to try to resolve the dispute informally by sending us notice of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within sixty (60) days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.

c. Arbitration Procedures

The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Panama, or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services or another agreed-upon arbitration body, under its then-prevailing rules.

The arbitrator will issue a written award and statement of decision detailing the main findings and assumptions that contributed to the award, as well as the amount of any damages awarded. You and we are both bound by such a decision.

All issues are for the arbitrator to decide, except that a court in Panama has the authority to determine (i) the scope, enforceability, and arbitrability of this Section (including any mass filing procedures), and (ii) whether you have complied with the pre-arbitration requirements in this Section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

By agreeing to this, you and ChainGPT are both waiving your right to a jury trial and to engage in a class action or class arbitration.

d. Exceptions

This arbitration section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) claims seeking injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.

e. No Class Actions

Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

If, for any reason, a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

f. Severability

If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

10. GENERAL TERMS

a. Governing Law

These Terms, your use of the Services, your rights and obligations, and all actions contemplated by, arising out of, or related to these Terms shall be governed by the laws of Panama as if these Terms are a contract wholly entered into and wholly performed within Panama.

You understand and agree that your use of the Services as contemplated by these Terms shall be deemed to have occurred in Panama and be subject to the internal laws of Panama without regard to its conflicts of laws provisions.

b. Relationship of the Parties

These Terms do not create a partnership, joint venture, or agency relationship between you and ChainGPT or any of ChainGPT’s affiliates. You and ChainGPT are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

c. Severability and Entire Agreement

If any word, clause, or provision of these Terms is found to be unconstitutional or unenforceable, the term, clause, or provision will be severable from the remainder of these Terms and will not impact the validity or enforceability of the remaining part of that term, clause, or provision, or any other words, clauses, or provisions herein.

These Terms reflect the entire agreement between us regarding your access to and use of the Services and Content, and supersede any and all previous negotiations, agreements, and understandings (including, without limitation, prior versions of this Agreement). Unless otherwise stated, these Terms are solely for the benefit of the parties concerned. You understand and accept that all clauses of these Terms will survive the termination or expiration of these Terms.

d. Amendment

We may amend these Terms from time to time, such as when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes, at our sole discretion.

We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on the Services; however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflects the effective date of such Terms.

Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

e. Communication

You agree that we may send you promotional communications by email, including, but not limited to, newsletters, special offers, surveys, and other news and information we think will be of interest to you. You agree that we may send you communications that pertain to your interaction with the Services.

You may opt out of promotional communications at any time by following the instructions provided. You may not use our or any of our affiliates’ names, logos, or trademarks without our prior written consent.

f. Export Controls

The Services may not be used in or for the benefit of, exported, or re-exported:

1. into any countries embargoed or subject to sanctions under the laws of Panama or any other applicable jurisdiction, including any countries designated as embargoed or sanctioned by relevant authorities (collectively, the “Embargoed Countries”); or
2. to anyone on any applicable restricted party lists (collectively, the “Restricted Party Lists”), including but not limited to:
   
   
   
   1. Lists maintained by the authorities of Panama;
   2. International restricted party lists such as those maintained by the United Nations or other international bodies;
   3. The U.S. Treasury Department’s list of Specially Designated Nationals;
   4. The U.S. Department of Commerce Denied Persons List or Entity List; and
   5. Any other comparable restricted party lists in any applicable jurisdiction.

g. Service Modifications and Availability

ChainGPT may, from time to time and in its sole discretion, modify, update, enhance, suspend, or discontinue any aspect of the Services, in whole or in part, including but not limited to:

1. The look and feel, user interfaces, or user experience;
2. Features, functionalities, or modules made available on any ChainGPT websites, launchpads, NFT tools, security tools (including CryptoGuard), merch services, APIs, dashboards, and other web properties);
3. Underlying artificial intelligence models, prompts, datasets, algorithms, scoring or ranking logic, safety systems, filters, and other technical implementations; and
4. Usage limits, rate limits, access tiers, quotas, or other usage rules.

You acknowledge and agree that:

1. The behavior, style, accuracy, availability, and other characteristics of AI-generated outputs may change over time as ChainGPT improves, retrains, fine-tunes, or otherwise updates its models and systems;
2. Scoring, ranking, or reward logic (including any automated or AI-driven logic used to evaluate user behavior, eligibility, or engagement in non-launchpad campaigns or features) may be adjusted, replaced, or removed at any time; and
3. ChainGPT is not obligated to continue offering any particular feature, model, configuration, or integration, and may discontinue or limit access to any part of the Services at any time.

Except as expressly stated otherwise in these Terms (including with respect to the core economic terms of specific Launchpad Campaigns as described in the Launchpad section), ChainGPT may implement such changes at any time, including after you have begun using a particular feature or Service. Where a modification results in a material and adverse change to a paid Service and where it is reasonably practicable to do so, ChainGPT will use commercially reasonable efforts to provide advance notice through the Services or by other appropriate means.

Your continued access to or use of the Services after any such modifications become effective constitutes your acceptance of the modified Services.

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