ChirpPad Terms and Conditions
These ChirpPad Terms and Conditions (the “Terms”) govern your use of ChirpPad services provided by ChirpPad Ltd., a company registered and existing under the laws of British Virgin Islands (the “Launchpad”) and supplement, and in the event of any conflict, supersede, any prior Terms or terms relating to the services offered by the Launchpad. By accessing or using ChirpPad, you (the “Company”) agree to these Terms. If you do not agree to these Terms, you may not access or use ChirpPad.
The Terms apply to all users of ChirpPad, including companies participating in token launches, fundraising campaigns, or similar activities facilitated by the Launchpad. These Terms may be updated periodically, and any changes will be posted on this website. Continued use of ChirpPad after changes are posted constitutes acceptance of the updated Terms. It is the Company’s responsibility to regularly review these Terms for updates.
- Definitions and Interpretations.
The following terms, as used in these Terms, shall have the meanings set forth below, unless the context requires otherwise. Other capitalized terms may be defined elsewhere in these Terms and, unless otherwise indicated, shall have the same meaning throughout.
- “AML” means Anti-Money Laundering, encompassing all applicable laws, regulations, and procedures aimed at preventing the illegal use of financial systems to launder money or finance terrorism.
- “Confidential Information” means any non-public, proprietary, or sensitive data or information owned, controlled, or possessed by the Ecosystem Operator, including, without limitation:
- Scientific or technical information, including inventions, designs, processes, know-how, procedures, software programs, development tools, code, and databases.
- Business information, such as marketing strategies, financial data, financial projections, estimates, business plans, business models, competitive analysis, and assessments of products or services under development or consideration for future production.
- Legal and compliance documents, including legal opinions, memos, research reports, general legal advice, and compliance assessments.
- “Governmental Authority” means any government, nation, state, or political subdivision, and any entity performing legislative, judicial, or administrative functions, including any government authority, agency, department, board, commission, instrumentality, court, tribunal, arbitrator(s), or self-regulatory organization, particularly within the jurisdiction of the British Virgin Islands.
- “Intellectual Property” means any and all ownership or proprietary rights, usage rights, or other rights pertaining to domain names, patents, patent applications, trade secrets, trademarks, service marks, trade names, design rights, logos, copyrights, registrations, applications, and any other intellectual or industrial property rights connected with or related to the Website or Launchpad Ecosystem.
- “KYC” means Know Your Customer, a process to verify the identity of Users or Participants to ensure compliance with AML and related regulations.
- “KYB” means Know Your Business, a process to verify the legal status, ownership, and operational credibility of a business entity, particularly in compliance with AML and applicable sanctions laws and regulations.
- “Laws” means any applicable laws, statutes, regulations, rules, directives, or legally binding provisions in any jurisdiction where the Business or Ecosystem Operator operates or conducts activities.
- “Licensed Product” includes the Launchpad Ecosystem and any other Intellectual Property owned by or licensed to the Ecosystem Operator or any third party, provided under these Terms for the purposes of conducting the Services or providing any related Ecosystem Operator services.
- “Participants” means Users of the Launchpad Ecosystem who participate in a Project’s activities on the Launchpad, including but not limited to purchasing the Project’s Utility Tokens.
- “Project” means the Company, duly registered and validly existing in its country of incorporation, that issues and sells Utility Tokens as part of a Launchpad offering and is a party to these Terms with the Ecosystem Operator.
- “Sanctions” means any collective measures, restrictions, or penalties imposed or enforced by any country, government, public authority, or international organization, including but not limited to financial, trade, or travel restrictions.
- “Tax,” “Taxes,” or “Taxation” means any taxes, duties, levies, imposts, or similar sums imposed by any relevant authority, calculated by reference to profits, revenue, or transactions.
- “User” means any individual who accesses the Website or Launchpad Ecosystem using a self-hosted, self-custodial wallet.
- “Utility Tokens” means crypto-assets issued and sold by the Project through the Launchpad, granting Participants certain utility-related rights or access within the context of the Project’s ecosystem or platform.
- Launchpad Ecosystem.
- The ChirpPad Ecosystem is a SocialFi launchpad platform incorporating a deflationary token model to integrate funding, social engagement, and project visibility. By combining reward-based crowdfunding for Utility Tokens with innovative mechanisms for fostering viral community growth and quality social participation, the ChirpPad Ecosystem provides Projects with the tools necessary to build organic momentum.
- The ChirpPad Ecosystem includes:
- The ChirpPad website (accessible at https://chirppad.ai/);
- Our mobile application (ChirpPad);
- Smart contracts and decentralized applications;
- Chirpley.ai’s Daily Task integration; and
- A suite of tools designed to incentivize social engagement on TikTok, Instagram, X (ex-Twitter), and other platforms.
- Additionally, the ChirpPad Ecosystem features a network of over 40,000 nano- and micro-influencers available for collaboration, enabling rapid visibility for Projects. Through gamified tasks, referral programs, and influencer integration, the Ecosystem creates a unique, merit-based approach to crowdfunding allocation and fosters community-driven growth before and after Token Generation Events (TGE).
- The Ecosystem facilitates direct interactions between Projects and Participants, enabling them to establish legal relationships concerning the purchase and sale of Utility Tokens. However, the ChirpPad Ecosystem acts solely as a facilitator and does not directly engage in token sales, act as an intermediary, or assume liability for any such transactions.
- Ecosystem Operator.
- The ChirpPad Ecosystem is operated by ChirpPad Ltd. (the “Ecosystem Operator”), which develops and maintains the platform. The Ecosystem Operator provides infrastructure and tools such as the SocialFi launchpad, deflationary token model, and social engagement mechanisms but does not engage directly in token sales or act as an intermediary between Projects and Participants.
- The Ecosystem Operator provides access to the ChirpPad Ecosystem (“Services”) as a technology platform facilitating interactions between Projects and Participants. The legal relationship regarding the sale and purchase of Utility Tokens on the Launchpad exists exclusively between the Project and the Participant, without the involvement of the Ecosystem Operator.
- Ecosystem Operator’s Role.
- The Ecosystem Operator acts solely as a technology provider and does not function as a bank, financial institution, investment advisor, or regulated entity. SocialFi projects facilitated by the ChirpPad Ecosystem are inherently experimental and carry financial, reputational, and operational risks. Participants acknowledge the speculative nature of such projects and are urged to make informed decisions, including seeking advice from qualified professionals before participating.
- The Ecosystem Operator does not issue, offer, or promote securities or financial instruments, nor does it provide financial, legal, or professional advice, including advice related to Utility Tokens or blockchain-based investments. Any information, tools, or resources provided by the Ecosystem Operator are intended for general informational purposes only and should not be relied upon for decision-making. Participants are encouraged to consult qualified professionals for personalized guidance.
- The Ecosystem Operator is not an agent, broker, dealer, promoter, or representative of any Project and does not assume responsibility for the performance, viability, or compliance of Projects within the Ecosystem.
- Ethical Engagement and Community Standards.
- Participants are required to uphold ChirpPad’s core values of transparency, collaboration, and sustainability. Any behavior or actions that contravene these principles, harm the community, or violate ChirpPad’s platform policies may result in account suspension, restricted access to services, or other corrective measures deemed appropriate by the Ecosystem Operator.
- The Ecosystem Operator reserves the right to moderate, review, and take necessary actions on user-generated content, participant activities, or other platform interactions to ensure the integrity of the ChirpPad Ecosystem. These actions may include, but are not limited to, content removal, access restrictions, or reporting violations to relevant authorities, where applicable.
- Participants acknowledge that maintaining a fair, ethical, and collaborative environment is essential to the success of the platform and agree to engage respectfully and responsibly within the ChirpPad Ecosystem.
- Disclaimers and Limitations.
- The Ecosystem Operator assumes no obligation to mediate, enforce, or assist in claims or disputes between Projects and Participants. All such matters remain the sole responsibility of the respective parties.
- The Ecosystem Operator reserves the right to modify, suspend, or discontinue any aspect of the ChirpPad Ecosystem, including access to its services or content, at any time without prior notice. Such changes may occur as part of regular updates, technical improvements, or unforeseen events impacting platform operations.
- To the maximum extent permitted by law, the Ecosystem Operator, its affiliates, and its partners shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from the use of the ChirpPad Ecosystem, participation in platform activities, or reliance on any information provided. This limitation applies irrespective of the legal theory under which such claims are brought, including but not limited to breach of contract, negligence, or strict liability.
- The Ecosystem Operator shall not be held liable for delays, interruptions, or failures resulting from events beyond its reasonable control. Such events include but are not limited to, natural disasters, cyberattacks, regulatory actions, governmental directives, or technical malfunctions.
- The Ecosystem Operator is not liable for interruptions, downtime, or technical issues affecting Projects or Participants, including but not limited to security incidents such as malware, phishing attacks, or unauthorized access. Participants are responsible for implementing adequate security measures to protect their accounts, wallets, and data.
- Territorial and Usage Limitations.
The availability of the ChirpPad Ecosystem may be restricted in certain jurisdictions. The Ecosystem Operator may impose territorial limitations and assumes no responsibility for third-party data charges incurred while accessing the platform.
- Responsibility for Expenses.
The Ecosystem Operator will not incur any expenses on behalf of a Project without prior written consent. Projects are solely responsible for all costs related to the execution of token sales, including but not limited to:
- Legal compliance;
- Marketing and promotion; and
- Influencer campaigns.
Expenses may only be incurred by the Ecosystem Operator on behalf of a Project if expressly agreed to in writing.
- Project.
- The Project represents an entrepreneurial initiative conducting crowdfunding operations through the issuance and sale of Utility Tokens, facilitated by the Launchpad Ecosystem and Services.
- The Project agrees to utilize the Launchpad Ecosystem and Services exclusively for its crowdfunding activities as described in its official materials and in compliance with applicable laws.
- The Project shall:
- Ensure its primary domain is fully SSL-certified and protected by Cloudflare no later than one week before the presale date, and provide proof to the Launchpad.
- Disclose the vesting schedule for all token allocations, including those for the team, strategic investors, private presale, and influencers.
- Disclose all significant backers, partners, and stakeholders involved in the Project.
- The Project shall allocate proceeds from Utility Token sales exclusively to its stated mission, business objectives, and strategy as communicated in its official materials.
- The Project shall obtain and maintain all required authorizations, licenses, and legal documentation necessary to conduct crowdfunding activities, including a legal opinion on Utility Token classification.
- The Project is fully responsible for its activities on the Launchpad Ecosystem, including the issuance, sale, and management of Utility Tokens.
- The Ecosystem Operator bears no liability for the Project’s actions or outcomes.
- Representations and Warranties.
- The Project represents an entrepreneurial initiative conducting crowdfunding operations through the issuance and sale of Utility Tokens facilitated by the Services and within the Launchpad Ecosystem.
- The Project agrees to use the Launchpad Ecosystem and the Services exclusively for the purposes of its crowdfunding operations, as described in its official materials, and in compliance with applicable laws and the terms of these Terms.
- The Project shall allocate all proceeds from the sale of its Utility Tokens solely toward the execution of its mission, vision, business strategy, and objectives as communicated through its whitepaper, website, social media, or other official communication channels, including public statements made by its directors, officials, or team members.
- The Project shall ensure that all representations regarding its initiative, Utility Tokens, and operations are honest, accurate, and sufficient to allow Participants to make informed and conscious decisions about their involvement.
- The Project shall maintain transparency by providing the Ecosystem Operator with accurate, honest, and up-to-date information at all times. Any material modifications to the Project’s activities on the Launchpad, including changes to its crowdfunding operation, must receive prior written approval from the Ecosystem Operator. The Project shall remain liable to Participants for any such changes.
- The Project shall obtain and maintain all required legal authorizations, licenses, and documentation, including a legal opinion regarding the classification and qualification of its Utility Tokens, before initiating crowdfunding activities on the Launchpad Ecosystem.
- The Project is solely and entirely responsible for its activities and conduct on the Launchpad Ecosystem, including the sale, issuance, and management of its Utility Tokens. The Ecosystem Operator bears no liability for the Project’s outcomes, decisions, or actions, including any consequences arising from the purchase of Utility Tokens by Participants.
- Project Covenants.
- The Project agrees that it will not sell or issue its Utility Tokens in connection with any activity that violates applicable laws or regulations in any relevant jurisdiction. This includes but is not limited to, adherence to international standards on anti-money laundering (AML) and counter-terrorism financing (CTF) procedures, as well as compliance with applicable securities, consumer protection, and virtual asset regulations.
- The Project affirms that the Utility Tokens issued to Participants following the completion of Launchpad activities will not represent the proceeds of any unlawful activities, including money laundering, terrorist financing, or any other activity prohibited under applicable AML and CTF regulations.
- The Project represents and warrants that, upon the transfer of Utility Tokens to Participants, the Participants will obtain full legal and beneficial title to such Utility Tokens, free from any liens, claims, encumbrances, or defects in title.
- The Project covenants that it has fully complied with the laws of its jurisdiction, including:
- Fulfilling all legal requirements necessary for the issuance and sale of the Utility Tokens, considering the Project’s nationality and place of operation;
- Addressing any foreign exchange restrictions or controls relevant to the sale and issuance of the Utility Tokens;
- Securing all necessary governmental approvals, licenses, or consents required to conduct the issuance and sale of the Utility Tokens; and
- Assessing and addressing any applicable income tax or other tax obligations related to the sale, issuance, and transfer of the Utility Tokens.
- The Project affirms that the sale and issuance of Utility Tokens under these Terms will not violate any securities, virtual asset, or related financial laws in the jurisdictions where the Project operates or where the Utility Tokens are sold. Furthermore, the Project affirms that it is not a resident of any country or jurisdiction where such sale or issuance is prohibited.
- Compensation Structure.
The Project agrees to pay the Ecosystem Operator a compensation fee for the use of the Launchpad Ecosystem. The compensation structure shall be as follows:
- Launchpad Access Fee. The Project will pay a fixed fee or the equivalent in $CHPD tokens upon accepting these Terms.
- Success Fee. The Ecosystem Operator shall receive a certain percentage of the net funds raised during the public token sale on the ChirpPad platform. This fee may be paid in the Project’s native token or $CHPD tokens, as mutually agreed.
- Enhanced Features Fee. Fees for premium features such as influencer engagement boosted marketing visibility, or strategic advisory services shall be agreed upon separately and detailed in a subsequent addendum.
- Non-Exclusive Relationship.
The Project acknowledges and agrees that the Ecosystem Operator may provide similar services to other projects and that the Project is free to engage with other launchpads or platforms for its fundraising activities.
- Anti-Money Laundering.
- The Project, as the issuer of Utility Tokens, is obligated to comply with all applicable Know Your Customer (KYC), Know Your Business (KYB), and Anti-Money Laundering (AML) laws and regulations (collectively, “KYC/AML Regulations“). The Ecosystem Operator expects the Project to act in good faith in implementing compliance procedures and to ensure the security of all Participant information provided. Participants will not receive payments from the Project unless they successfully complete KYC procedures established by the Project in accordance with this Section.
- The Project must provide the Ecosystem Operator with accurate and complete information regarding its KYC, KYB, and AML requirements. Failure by the Project to submit necessary KYC/KYB/AML information may result in Participants not receiving Utility Tokens. The Project and Participants must take all reasonable steps to resolve any such issues.
- Upon request, the Project and Participants shall supply any additional information or documentation reasonably required by the Ecosystem Operator for further investigations or compliance checks.
- The Project shall not engage in any activity or transaction that violates applicable laws and regulations, including but not limited to AML, anti-corruption, and counter-terrorism financing laws.
- The Ecosystem Operator may perform independent KYC/AML checks on Projects and Participants within the Launchpad Ecosystem. The Ecosystem Operator reserves the right to terminate a Project’s or Participant’s involvement based on the results of these checks. The Project acknowledges that collected KYC/AML data may be transferred to a third-party service provider for verification.
- The Project represents and warrants that neither it nor its affiliates appear on any trade embargoes or economic sanctions lists, including but not limited to the United Nations Security Council Sanctions List, the U.S. Department of the Treasury’s OFAC list, or similar lists maintained by other applicable authorities.
- The Project and Participants are prohibited from acquiring cryptographic tokens or using the Launchpad Ecosystem if they are:
- Located in, under the control of, or a resident or national of a country subject to U.S. embargo, UN sanctions, or HM Treasury’s financial sanctions regime; or
- Intending to supply cryptocurrency or services to such countries, or to persons listed on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, or similar lists.
- The Ecosystem Operator reserves the right to select the markets and jurisdictions where it operates and may restrict or refuse services in certain countries or regions at its sole discretion.
- The Project and Participants must provide accurate and non-misleading information about their identities, sources of funds, and intended use of the Launchpad Ecosystem. The Project agrees to supply any additional documentation required to meet the Ecosystem Operator’s legal, regulatory, or contractual obligations, including compliance with KYC, KYB, and AML requirements.
- The Ecosystem Operator reserves the right to terminate these Terms if it has reasonable doubts regarding the authenticity or validity of information provided by the Project or Participants. The Ecosystem Operator may also block the Project’s wallet and disclose relevant information to governmental authorities as required, without prior notice to the Project or Participants, to prevent money laundering or terrorism financing.
- Blockchain and Irreversibility.
The ChirpPad Ecosystem utilizes blockchain technology, which is inherently immutable. Transactions and data recorded on the blockchain are permanent and cannot be reversed under any circumstances. Participants are solely responsible for verifying the accuracy of all information, including wallet addresses, transaction amounts, and other relevant inputs, prior to confirming any on-chain activity.
The Ecosystem Operator assumes no liability for errors, omissions, or disputes arising from blockchain transactions, including but not limited to incorrect transfers, loss of assets, or technical issues beyond the Operator’s control. Participants acknowledge that blockchain-based transactions are conducted at their own risk and discretion.
- License and Intellectual Property.
- The Ecosystem Operator grants the Project a personal, non-exclusive, non-transferable, non-sublicensable, and limited license to access and use the Launchpad Ecosystem and Launchpad solely for informational, transactional, or other purposes explicitly approved by the Ecosystem Operator. Any unauthorized use of the Launchpad Ecosystem or Launchpad is strictly prohibited. These Terms do not transfer any ownership or intellectual property rights to the Project, and all such rights remain reserved by the Ecosystem Operator.
- The Project shall not copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, or otherwise exploit any part of the Launchpad Ecosystem or Launchpad, including associated trademarks, service marks, or content, without prior written consent from the Ecosystem Operator
- The Project may not assign or transfer any rights, licenses, or obligations under these Terms without prior written consent from the Ecosystem Operator. Any attempt to do so shall be void. The Ecosystem Operator retains the right to assign its rights, licenses, and obligations without limitation or prior consent.
- All intellectual property and proprietary rights relating to the content of the Website, Launchpad Ecosystem, and Launchpad (including but not limited to software, smart contracts, algorithms, designs, text, graphics, and other materials) are the exclusive property of the Ecosystem Operator or its licensors. These rights extend to all designs, technical information, and associated intellectual property elements.
- The Project shall not derive or attempt to derive the source code of the software associated with the Launchpad Ecosystem or permit any third party to do so. Reverse engineering, decompilation, or disassembly of the software is expressly prohibited.
- The Ecosystem Operator, along with its licensors, retains all intellectual property rights related to the Launchpad Ecosystem, including its source code, object code, processes, technologies, and content. Access to the Launchpad Ecosystem does not grant any implicit or explicit license to these rights. Unauthorized use, including copying or storing content beyond personal, non-commercial purposes, is prohibited.
- Ecosystem Operator or other Projects without prior written consent from the Ecosystem Operator or the relevant Project, where applicable. Participants are also prohibited from infringing the intellectual property rights of the Ecosystem Operator, other Projects, or any third party.
- The Website, Launchpad Ecosystem, and Launchpad are provided “as is,” without any warranties, expressed or implied, to the maximum extent permitted by law.
- The Ecosystem Operator grants the Project a limited, non-exclusive, non-transferable, and revocable license to use the Website, Launchpad Ecosystem, and Launchpad solely for personal, non-commercial purposes. The Project may display content from the Launchpad Ecosystem only on authorized devices, subject to compliance with these Terms.
- The names, logos, trademarks, and service marks related to the Launchpad Ecosystem and Ecosystem Operator are the exclusive property of the Ecosystem Operator or its licensors. No trademark or service mark license is granted unless explicitly provided in writing.
- Disclaimers, Liability Release & Indemnification.
- The Project acknowledges that the Ecosystem Operator cannot guarantee that the Services or the Launchpad Ecosystem are free from potential hacking, malware, or other malicious activities, which may result in the loss or theft of data, assets, or confidential information.
- The Ecosystem Operator makes no representations or warranties regarding the performance or success of the Project’s activities on the Launchpad Ecosystem, including the participation or engagement of any Participants.
- The Project understands and accepts the inherent risks associated with blockchain technology, cryptographic tokens, and distributed ledger systems, including regulatory uncertainty, technological vulnerabilities, and market volatility. The Ecosystem Operator is not liable for events beyond its control, including hacking, theft, unfavorable regulatory actions, or adverse market conditions.
- The Project agrees to hold the Ecosystem Operator harmless from any financial losses incurred as a result of using the Launchpad Ecosystem or its Services, including failed transactions, excessive gas fees, or issues arising from software bugs.
- In the event of a dispute between the Project and Participants or other users of the Launchpad Ecosystem, the Project releases the Ecosystem Operator and its affiliates from any claims, demands, or damages arising out of such disputes. This release includes a waiver of any protections limiting the scope of this release to known or suspected claims at the time of the Terms.
- Both the Project and the Ecosystem Operator commit to complying with all applicable laws and regulations relevant to their activities under these Terms.
- Each party is solely responsible for fulfilling any tax obligations arising from their use of the Launchpad Ecosystem or Services, including income tax, VAT, or other applicable levies.
- The Ecosystem Operator does not guarantee uninterrupted availability of the Website, Launchpad Ecosystem, or Services, and reserves the right to update, suspend, or discontinue them without notice. The Project assumes full responsibility for any reliance on information or functionality of the Launchpad Ecosystem.
- The Project acknowledges that information provided on the Launchpad Ecosystem may be subject to errors, updates, or inaccuracies. Any decisions based on such information are made at the Project’s sole discretion and risk, with no liability to the Ecosystem Operator.
- Certain jurisdictions may not permit disclaimers of implied warranties, in which case some provisions in this Section may not apply to the Project. However, the Project agrees that the full risk of using the Launchpad Ecosystem rests solely with it.
- The Project waives all other warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
- These Terms do not constitute a solicitation for investment or an offer to sell securities. It is not intended to create any broker-dealer or financial advisory relationship between the Ecosystem Operator and the Project.
- By accessing or using the Launchpad Ecosystem, the Project agrees to the terms of these Terms. If the Project does not agree, it must refrain from using the Services. The Project acknowledges that reliance on these Terms for the purchase of Utility Tokens involves significant risk, as it has not been reviewed by any regulatory authority.
- The Project agrees to indemnify and hold harmless the Ecosystem Operator and its affiliates from any claims, liabilities, or penalties arising from:
- Breach of these Terms;
- Use or inability to use the Launchpad Ecosystem or Services;
- Violation of any applicable law or third-party rights;
- Failure to adhere to terms, policies, or warnings provided by the Ecosystem Operator or third parties.
- Confidentiality.
- Obligations of Confidentiality. The Project and Ecosystem Operator acknowledge that, in connection with these Terms, they may gain access to Proprietary Information (as defined below) belonging to the other Party. Both Parties agree that for a period of five (5) years from the execution of these Terms, they shall:
- Use Proprietary Information solely for purposes directly related to the performance of these Terms and not for any other purpose without the prior written consent of the disclosing Party.
- Fulfill their obligations under these Terms.
- Maintain the confidentiality of the existence and terms of these Terms unless the Ecosystem Operator elects to disclose such information publicly.
- Definition of Proprietary Information. For purposes of these Terms, “Proprietary Information” shall include, but not be limited to, all information (whether patentable, copyrightable, or not) owned, possessed, or used by a Party, including:
- Trade secrets, know-how, data, formulas, methods, technology, software, processes, pricing, business strategies, plans, customer and partner information (including prospective customers and partners), development plans, sales and marketing strategies, and other business-critical information.
- The obligations under this Section shall not apply to any information that:
- Becomes publicly available without breach of these Terms by the receiving Party.
- It is lawfully obtained from a third party without restriction or breach of confidentiality.
- Is approved for disclosure by the disclosing Party in writing.
- Participant and Ecosystem Operator Information. The Project acknowledges that any Confidential Information or private data provided by the Ecosystem Operator, Participants, or other Projects that is not publicly available is the exclusive property of its respective owner. The Project agrees:
- To maintain the confidentiality of such information and not disclose it to any third party without the express prior written consent of the Ecosystem Operator or the owner of the information.
- To implement and enforce adequate measures to safeguard all Confidential Information, ensuring its protection from unauthorized access, use, or disclosure.
- Right to Disclose. Parties shall have the right to disclose the existence of the cooperation, and Parties’ status as a third-party service provider to the Company, and the Company shall have the right to include Launchpad’s name, image, logo, and profile in various promotional materials.
- Non-Disparagement. Both Parties agree not to disparage (defined as: to speak of or treat slightingly; depreciate; belittle; to bring reproach or discredit upon; lower the estimation of) the other Party or to do anything in a manner likely to portray the other Party, its products, clients, partners, or personnel in a negative light or that might injure its business or affairs. This includes but is not limited to, disparaging remarks about the other Party as well as its shareholders, officers, directors, employees, agents, advisors, partners, affiliates, consultants, clients, products, services, formulae, business practices, corporate structure or organization, marketing methods and the status of relationships with any of the foregoing.
- Permitted Disclosures. Notwithstanding the obligations above, a Party may disclose Proprietary Information:
- To its legal, tax, or financial advisors or employees and agents who need to know the information for purposes consistent with these Terms, provided they are bound by equivalent confidentiality obligations.
- To the extent required by applicable law, regulation, or court order, provided the disclosing Party promptly notifies the other Party and cooperates to limit disclosure.
- Data Handling and Security. The Parties agree to handle all Confidential Information in accordance with applicable data protection laws and industry standards. If any breach of Confidential Information occurs, the responsible Party must notify the affected Party immediately and take all reasonable steps to mitigate the impact of the breach.
- Obligations of Confidentiality. The Project and Ecosystem Operator acknowledge that, in connection with these Terms, they may gain access to Proprietary Information (as defined below) belonging to the other Party. Both Parties agree that for a period of five (5) years from the execution of these Terms, they shall:
- Third-Party Content and Interactions.
ChirpPad serves as a facilitator and does not endorse, guarantee, or assume responsibility for third-party projects, campaigns, or tasks available on the platform. Participants should perform due diligence before engaging with external parties and are fully responsible for their interactions.
- Dispute Resolution and Governing Law.
- Informal Resolution. The Project agrees to contact the Ecosystem Operator first in the event of any dispute. The Ecosystem Operator is committed to addressing the Project’s concerns without resorting to formal legal proceedings, if possible. Upon receiving notice of a dispute, the Ecosystem Operator will assign a ticket number and endeavor to resolve the matter internally as quickly as possible.
- Good Faith Negotiation. The Parties agree to negotiate in good faith to resolve any dispute. Such negotiations shall remain confidential and subject to all applicable rules protecting settlement discussions from use as evidence in any legal proceeding.
- Notice of Arbitration. If the dispute cannot be resolved to the satisfaction of both Parties, the Project must provide a “Notice of Arbitration” within thirty (30) days before initiating formal proceedings. The Notice of Arbitration must:
- Describe the nature and basis of the claim or dispute.
- Specify the relief sought.
- Include the original ticket number assigned by the Ecosystem Operator.
- Provide an email address for correspondence.
- The Notice of Arbitration must be submitted to the email address provided by the Ecosystem Operator during prior correspondence. Only after the Notice of Arbitration has been submitted and acknowledged by the Ecosystem Operator may either Party proceed to arbitration as outlined below.
- Governing Law. These Terms, including any separate contract whereby the Ecosystem Operator provides Services to the Project, and any disputes arising out of or in connection with these Terms, shall be governed by and construed in accordance with the laws of the British Virgin Islands (BVI), excluding any conflict-of-law principles that would lead to the application of the laws of another jurisdiction.
- Arbitration. Any dispute arising out of or in connection with these Terms, including its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the LCIA Arbitration Rules (the “Rules”), which are deemed incorporated by reference into this clause.
- Number of Arbitrators: One (1).
- Language of Arbitration: English.
- Seat of Arbitration: British Virgin Islands (BVI).
- Online Proceedings: Arbitration may be conducted partially or entirely online to ensure efficiency and accessibility for all parties.
- Confidentiality. The Parties agree to maintain the confidentiality of any and all proceedings related to a dispute, including but not limited to all evidence, materials, communications, and information gathered or presented during the course of litigation or arbitration.
- Miscellaneous.
- Entire Terms. These Terms, together with the Privacy Policy, AML/KYC Policies and Cookies Policy, as amended or modified by the Ecosystem Operator from time to time, constitute the entire Terms between the Project and the Ecosystem Operator regarding the use of the Website, Services, and Launchpad Ecosystem (collectively referred to as the “Entire Terms”). All prior agreements, understandings, negotiations, and communications, whether written or oral, are superseded by these Entire Terms.
- Amendments and Modifications. The Ecosystem Operator reserves the right to amend or modify any part of the Entire Terms, including the Terms of Use, Privacy Policy, and Cookies Policy, at its sole discretion. Any such amendments or modifications shall be communicated to the Project through the Website or other official communication channels. Continued use of the Website, Services, or Launchpad Ecosystem after such amendments or modifications will constitute the Project’s acceptance of the revised terms.
- Severability. If any provision of this Entire Terms is found by a court or arbitration panel of competent jurisdiction in the British Virgin Islands (BVI) to be invalid, illegal, or unenforceable, that provision shall be limited or modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed severed, and the remaining provisions of this Entire Terms shall remain in full force and effect.
- Survival. Any provisions of these Terms that by their nature are intended to survive termination or expiration shall remain in effect, including, but not limited to, provisions governing confidentiality, dispute resolution, and intellectual property rights.
- Effective Date. These Terms shall be effective as of the Effective Date, and unless earlier terminated otherwise, shall be coterminous therewith.
- Acknowledgment and Acceptance.
By participating in ChirpPad’s platform, you confirm that you have read, understood, and agreed to the terms set forth in this disclaimer. Your continued use of the platform signifies your acceptance of these terms and releases ChirpPad from any liability arising from your participation, except in cases of gross negligence or willful misconduct.
For further assistance or inquiries, please contact ChirpPad’s legal team at info@chirppad.ai.