Terms of Service

"Founder" means a User who submits a project for a Private Sale listing.

"Investor" means a User approved by CEXAID to contribute to Private Sale rounds.

"Private Sale" means a capital-raising round listed on the Platform, subject to CEXAID's review and approval.

"Contribution" means funds sent by an Investor toward a Private Sale round.

To use the Platform, you represent and warrant that you:

• are of legal age in your jurisdiction of residence;
• are not a resident of, or located in, any jurisdiction where use of the Platform or participation in token sales is prohibited by law;
• are not listed on any sanctions list maintained by the UN, US, EU, UK, or any other applicable governmental authority;
• have provided accurate, current, and complete information in any KYC or application submission; and
• have the legal authority to enter into these Terms, including on behalf of any entity you represent.

CEXAID operates a marketplace connecting Founders seeking to raise capital with Investors seeking early-stage opportunities. CEXAID is not a broker-dealer, investment adviser, bank, custodian, or money transmitter, and does not provide investment, legal, or tax advice. CEXAID's review and approval of a Private Sale listing is a check against the Platform's own listing criteria and does not constitute an endorsement, guarantee, or regulatory approval of any project, token, or offering.

• High risk. Private, early-stage investments are speculative and illiquid. You may lose your entire Contribution. Past performance of any project or token is not indicative of future results.
• No guarantee of returns or liquidity. CEXAID does not guarantee that any token will list on any exchange, achieve any particular valuation, or that vesting/claim schedules will be honored by a Founder.
• Self-certification. By applying as an Investor, you represent that you meet any applicable investor qualification standard in your jurisdiction (e.g. accredited, sophisticated, or professional investor status, where required) and that your participation complies with local law.
• Platform-wide approval. Investor approval is granted at CEXAID's sole discretion, and may be suspended or revoked for any reason, including suspected misuse or inaccurate application information.
• No fiduciary duty. CEXAID does not act as your agent, fiduciary, or investment adviser.

• Verification required. You must complete CEXAID's KYC process and receive approval before listing any Private Sale round. You must keep submitted information accurate and update it if it changes.
• Your own compliance responsibility. You are solely responsible for ensuring your token sale complies with securities, tax, and other laws in every jurisdiction relevant to your project and your contributors. CEXAID's review process is not a substitute for your own legal counsel and does not constitute legal or regulatory approval.
• Accuracy of listing information. All project details, tokenomics, vesting schedules, and figures you submit must be accurate and not misleading. Misrepresentation is grounds for immediate removal and may be reported to relevant authorities.
• Fund release is at CEXAID's discretion. Raised funds are released to you only after your round's end date, and only at CEXAID's decision - CEXAID may instead direct a refund to Investors if you have not complied with these Terms or the terms you represented to Investors. See Section 6.
• Right to reject or remove. CEXAID may decline, suspend, or remove any listing at its sole discretion, at any stage, including after a round has started.

Contributions are currently made on-chain, in USDT, and are verified against the BNB Smart Chain public ledger before being recorded. Depending on the round, a minimum raise target may apply; if a round with a minimum target does not meet it by its end date, Investors are entitled to a refund of their Contribution. Where CEXAID operates an escrow mechanism for a given round, the specific mechanics (including any smart contract address) will be disclosed on that round's listing page. CEXAID reserves the right to withhold release of funds to a Founder, or to direct funds be refunded to Investors instead, where CEXAID reasonably believes the Founder has not complied with these Terms or representations made to Investors.

You agree not to:

• provide false or misleading information in any KYC, investor, or listing submission;
• attempt to circumvent investor approval requirements, including by using another person's approved status;
• use the Platform for money laundering, terrorist financing, or any other illegal purpose;
• manipulate, or attempt to manipulate, any Private Sale round or its reported figures;
• interfere with or disrupt the Platform's operation, including through unauthorized access attempts.

Current fees (if any) for listing or contributing are disclosed at the relevant point in the Platform's interface at the time of the transaction. CEXAID may change its fee structure at any time, with changes applying prospectively.

The Platform, including its design, branding, and underlying software, is owned by CEXAID or its licensors. Nothing in these Terms grants you rights to CEXAID's intellectual property except the limited right to use the Platform as intended.

The Platform is provided "as is" and "as available," without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement. CEXAID does not warrant that the Platform will be uninterrupted, secure, or error-free.

To the maximum extent permitted by law, CEXAID and its officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of funds, profits, or data, arising from your use of the Platform, even if advised of the possibility of such damages.

You agree to indemnify and hold CEXAID harmless from any claim, loss, or demand, including reasonable legal fees, arising from your breach of these Terms or your violation of any law or third-party right.

CEXAID may suspend or terminate your access to the Platform at any time, with or without notice, for conduct CEXAID believes violates these Terms or is otherwise harmful to other Users or the Platform.

[Governing law jurisdiction to be specified here by your legal counsel.] Any dispute arising from these Terms will be resolved as set out by your counsel's recommended mechanism (e.g. arbitration, courts of a specified jurisdiction).

CEXAID may update these Terms from time to time. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

Questions about these Terms can be sent to contact@cexaid.com.