Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Saleium platform, the saleium.io and app.saleium.io websites, the dashboard, the embeddable widgets, the APIs, and the related smart contracts and services (together, the "Service"). The Service is operated by ChainGPT AI LLC (the "Company", "we", "us"), the entity identified in the Governing law section below. By creating an account, connecting a wallet, deploying a product, or otherwise using the Service, you agree to these Terms. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization, and "you" refers to that organization.

If you do not agree to these Terms, do not use the Service.

• "Customer" is the project or organization that uses Saleium to deploy and run token products.
• "Product" means a token sale, staking pool, vesting schedule, or airdrop that you configure and deploy through Saleium.
• "Instance" means a smart contract deployed through the Service for one of your Products.
• "End User" means a person who interacts with your Product, for example by contributing to your sale or claiming an airdrop.
• "Platform fee" means the on-chain fee described in the Fees section.

Saleium is self-serve, non-custodial infrastructure for token distribution. We provide software that lets you configure, deploy, embed, and manage token sales, staking, vesting, and airdrops on supported blockchains, under your own brand and on your own domain.

Saleium is non-custodial. We do not take custody of your tokens, your End Users' funds, or the proceeds of your Products. Funds move directly between End Users and the on-chain Instances you deploy. In the self-managed configuration, ownership and control of an Instance rest with you. In a managed engagement, we operate agreed parts of the Product on your behalf under a separate written agreement, but the on-chain assets remain outside our custody except to the limited extent expressly agreed.

We may add, change, or remove features, supported chains, or plan limits over time. We will use reasonable efforts to avoid material degradation of paid features during a billing term.

You must be at least 18 years old and capable of forming a binding contract to use the Service. You may not use the Service if you are, or are acting on behalf of, a person who is the subject of sanctions or who is located in or ordinarily resident in a sanctioned or restricted jurisdiction, or if applicable law otherwise prohibits your use.

Certain features are not available to U.S. persons, and access to the Service and to individual Products may be geo-restricted. You are responsible for determining whether your use, and your End Users' use, is lawful in the relevant jurisdictions, and for applying any geo-blocking or eligibility controls your Product requires.

You authenticate by connecting a self-custodied wallet and verifying an email address. You may enable additional factors such as a time-based one-time password or a passkey. You are responsible for safeguarding your wallet, private keys, recovery codes, and credentials, and for all activity that occurs under your account. We are not able to recover lost private keys, and we cannot reverse on-chain transactions.

Tell us promptly if you suspect unauthorized access to your account.

You agree not to use the Service to:

• conduct an unlawful token offering, or offer or sell securities to any person to whom such an offering would be unlawful;
• engage in fraud, market manipulation, money laundering, terrorist financing, or sanctions evasion;
• distribute malware, attempt to gain unauthorized access to the Service or to other users' instances, or interfere with the integrity or performance of the Service;
• infringe intellectual property or other rights, or misrepresent your identity, your token, or your Product to End Users;
• embed the widget on a domain you have not allowlisted through the Service's controls.

We may suspend or remove content or Products that we reasonably believe violate these Terms or applicable law.

You are solely responsible for the legality of your own Products. This includes determining whether your token is a security or other regulated instrument, preparing any required disclosures, and complying with applicable securities, consumer-protection, anti-money-laundering, know-your-customer, sanctions, and tax laws in every jurisdiction where your Product is available.

Saleium provides configurable controls such as KYC gating, allowlists, and geo-restrictions. In a managed engagement, identity verification may be performed through a third-party provider. The availability of these controls does not transfer your compliance responsibility to us, and we do not provide legal advice about whether your Product is compliant.

If you process End User personal data through the Service and require a Data Processing Agreement, you can request one by contacting us at help@chaingpt.org.

Paid subscription plans are billed in advance through our payments processor. Plan prices, limits, and any annual discount are shown on the pricing page and may change on renewal with notice.

The Service also charges an on-chain platform fee on certain Products. The platform fee is stamped immutably into each Instance at the time of deployment and cannot be altered or zeroed by the Instance owner. You may, where supported, add your own project fee on top of the platform fee. You are responsible for your own blockchain network (gas) costs and for any taxes arising from your use of the Service or from your Products.

Except where required by law or expressly stated otherwise, fees are non-refundable. Failure to pay may result in suspension of paid features.

Products operate through smart contracts on public blockchains. Blockchain transactions are public, permanent, and irreversible. Once a transaction is confirmed, it cannot be undone by us or by you, and mistaken transfers generally cannot be recovered.

Saleium's contracts have been audited by CertiK. An audit reduces but does not eliminate risk, and it is not a guarantee that the software is free of bugs or vulnerabilities. Blockchain networks may experience congestion, forks, reorganizations, or failures outside our control. After you take ownership of an Instance in the self-managed configuration, we do not control it. You accept these risks when you use the Service.

The Service and its content are provided for general informational purposes only and do not constitute legal, financial, investment, accounting, or tax advice. Saleium is infrastructure. We do not offer or sell securities, we do not endorse any Product, token, or Customer, and nothing on the Service should be read as a recommendation to buy, sell, or hold any asset.

The Service, including its software, design, and trademarks, is owned by the Company and its licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms and your plan. You retain ownership of your content, your token, and your brand assets, and you grant us the limited license needed to host and display them in order to provide the Service.

The Service relies on third parties such as blockchain networks, wallet providers, a payments processor, an email provider, and identity verification providers. Your use of those services may be subject to their own terms, and we are not responsible for their acts or omissions.

The Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any Product will achieve a particular result.

To the maximum extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, or exemplary damages, or for any loss of profits, revenue, data, tokens, or goodwill, arising out of or relating to the Service or your Products. To the maximum extent permitted by law, our total liability for all claims relating to the Service will not exceed the greater of the amounts you paid us for the Service in the twelve months before the event giving rise to the claim, or one hundred U.S. dollars.

You will indemnify and hold harmless the Company and its affiliates, officers, and employees from any claim, loss, or expense, including reasonable legal fees, arising out of your Products, your content, your violation of these Terms, or your violation of any law or the rights of a third party, including any End User.

You may stop using the Service at any time. We may suspend or terminate your access if you breach these Terms, if required by law, or to protect the Service or other users. On-chain Instances you have already deployed may continue to operate on their network independently of your account. Sections that by their nature should survive termination will survive.

We may update these Terms from time to time. If a change is material, we will provide reasonable notice, for example by posting the updated Terms with a new "Last updated" date or by notifying you in the dashboard. Your continued use of the Service after a change takes effect means you accept the updated Terms.

These Terms are governed by the laws of Saint Vincent and the Grenadines, without regard to its conflict-of-laws rules. Most disputes are resolved by binding individual arbitration as set out in the Dispute resolution section below. For the limited matters that are not subject to arbitration under that section, namely the court carve-outs, disputes involving anyone who has opted out of arbitration, and the enforcement of an arbitration award, the venue is the courts of Saint Vincent and the Grenadines, and you and the Company consent to that venue. The Company is ChainGPT AI LLC, a limited liability company organized under the laws of Saint Vincent and the Grenadines (Reg. No. 2976 LLC 2023), c/o its registered agent Euro-Caribbean Trustees Ltd., 2897 Euro House, Richmond Hill Road, Kingstown, VC0100, Saint Vincent and the Grenadines.

Please read this section carefully. It requires most disputes to be resolved by binding individual arbitration rather than in court, and it waives your right to participate in a class or collective action. It works together with the Governing law section above: the laws of Saint Vincent and the Grenadines still govern these Terms, and the courts of Saint Vincent and the Grenadines remain the venue only for the limited matters described below. This section applies to the maximum extent permitted by applicable law.

1. Talk to us first. Before starting formal proceedings, you agree to try to resolve the dispute informally. Send a written notice describing the dispute and the relief you want to help@chaingpt.org, and give us a good-faith period of 30 days from the date we receive it to reach a resolution. Neither party may begin arbitration or court proceedings (other than the carve-out matters in paragraph 5) until that 30-day period has passed.

2. Binding arbitration. If the dispute is not resolved within that 30-day period, you and the Company agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be settled by final and binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the "ICC Rules"), administered by the ICC International Court of Arbitration. The arbitration will be conducted by a single arbitrator, the seat of arbitration will be London, United Kingdom, and the language of the arbitration will be English. The arbitrator applies the laws of Saint Vincent and the Grenadines as set out in the Governing law section. Judgment on the award may be entered in any court of competent jurisdiction.

3. Individual basis only; class-action waiver. Arbitration will take place only on an individual basis. You and the Company each agree that disputes will be brought in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding. You and the Company waive any right to a jury trial and any right to participate in a class or collective action.

4. 30-day opt-out. You may opt out of this arbitration agreement and class-action waiver. To opt out, send an email to help@chaingpt.org with the subject line "Arbitration opt-out" within 30 days after you first accept these Terms, stating your name and the wallet address or account email associated with your account. If you opt out, this Dispute resolution section does not apply to you, and disputes between you and the Company will be resolved in the courts of Saint Vincent and the Grenadines as described in the Governing law section. Opting out does not affect any other part of these Terms.

5. Court carve-outs. Either party may bring an action in court, without first using informal resolution or arbitration, to seek injunctive or other equitable relief for the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, or for unauthorized access to, or misuse of, the Service. Either party may also apply to a court to compel arbitration, to obtain interim or conservatory measures in support of arbitration, or to enter or enforce an arbitration award. For all of these matters, the venue is the courts of Saint Vincent and the Grenadines, as stated in the Governing law section, and you and the Company consent to that venue.

6. Severability. If the class-action waiver in paragraph 3 is found unenforceable as to a particular claim, that claim will be severed and resolved in the courts of Saint Vincent and the Grenadines, while the remaining claims proceed in arbitration. If any other part of this section is found unenforceable, the rest of this section remains in effect.

Questions about these Terms can be sent to help@chaingpt.org.