Launchpad Policy
Launchpad Policy
This Launchpad Policy (“Policy) governs your access and use of specific functionality of the MapNode Software providing you with the possibility to participate in the sale and/or distribution of Digital Assets issued by the third parties or MapNode as well as governs your owning and holding of Digital Assets issued by MapNode purchased or acquired through the MapNode Software. This Policy is a supplement to MapNode Terms of Service and incorporated thereto by the reference. By using Launchpad, Launchpool and their related services or our Services in general and/or by accepting MapNode’s Terms of Service, you agree to be legally bound by and to comply with this Policy.
References in this Policy to “MapNode”, “we”, “our” or “us”, are to MapNode Labs Ltd and references to “you”, “your” or “user” are to the person who is a user of Launchpad, Launchpool and their related services. All the definitions used in this Policy shall have the same meaning as in MapNode Terms of Service unless this Policy sets a different meaning.
1. Definitions
“Launchpad” means the functionality of the MapNode Software providing users with the possibility to participate in the sale and distribution of Digital Assets issued by MapNode or by third parties (collectively, “Issuers”) according to the terms and conditions set out by this Policy and/or specified at the MapNode Software.
“Launchpool” means the functionality of the MapNode Software providing users with the possibility to participate in the distribution of Digital Assets issued by the Issuers according to the terms and conditions set out by this Policy and/or specified at the MapNode Software.
“Token” means the Digital Asset issued either by MapNode or the third party that is offered, sold or distributed through Launchpad and Launchpool. “Third-Party Token” means the Digital Asset issued by the third party that is offered, sold or distributed through Launchpad and Launchpool. “MapNode Token” means the Digital Asset issued by MapNode that is offered, sold or distributed through Launchpad and Launchpool.
2. Eligibility
Access and use of Launchpad, Launchpool and related services, participation in any sale or distribution of Tokens are intended solely for users who are 18 or older and who satisfy the criteria described in this Policy.
You are not allowed to access and/or use Launchpad, Launchpool and related services, take part in any sale or distribution of Tokens if you are:
a citizen, a permanent resident or located in Afghanistan, Democratic Republic of Congo, Cuba, Democratic People’s Republic of Korea, Islamic Republic of Iran, Republic of Iraq, Puerto Rico, Syrian Arab Republic, Venezuela, Zimbabwe, United States of America (including its states and the district of Columbia), the Virgin Islands of the United States, or any other possessions of the United States of America;
a citizen, a permanent resident or located at any state, country, territory or other jurisdiction that is embargoed by the United Nations;
a citizen, a permanent resident or located at any state, country, territory or other jurisdiction where your purchase, ownership and/or use of Tokens would be illegal or otherwise violate any applicable law;
an entity established at or carrying day-to-day management from any state, country, territory or other jurisdiction, specified in subsections (i)-(iii) of this Section;
you are restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;
you are placed on any list of suspicious persons banned from travelling or conducting business or financial transactions in any jurisdiction;
you are a politically exposed person (“PEP”) or a person connected with the PEP;
a representative of any of such persons specified in subsections (i)-(vii) of this Section.
Also, we may not allow you to acquire Tokens and/or take part in the sale or distribution of Tokens, if you are a citizen, permanent resident or located in the country which based on various criteria selected by our anti-money laundering team as imposing anti-money laundering or counter-terrorist financing high risk (for example Corruption Perceptions Index by Transparency International, FATF warnings, countries with weak anti-money laundering and terrorist financing regimes determined by British Virgin Islands authorities) or you are an entity established at or carrying day-to-day management from such country.
You hereby acknowledge and agree that we shall have the right at any stage of the process and/or at any moment to cease any transfer or distribution of Tokens to you and terminate your participation in the sale or distribution of Tokens without the obligation of any refunds to you in the following cases:
you provided us with false or incomplete information, you are reluctant to provide complete information or you refused to provide us with any requested information;
you are or become a citizen of, a permanent resident of, or your entity’s day-to-day management is transferred to any of country, territory or jurisdiction specified in subsections (i)-(iii) of Section 2(b) or in Section 2(c);
you are or become restricted or barred from conducting banking or financial transactions, in any jurisdiction or under any applicable laws;
you are or were placed on any list of suspicious persons banned from travelling or conducting business or financial transactions in any jurisdiction;
you are or become the PEP or a person connected with the PEP;
you made a payment from cryptocurrency wallets or blockchain wallets placed at common blacklists or having known security discrepancies;
we have the suspicion that you are engaged in illegal activity or you using funds that come from illicit sources.
We shall have no liability to you for any damage caused by such cessation of transfer or distribution of Tokens to you.
3. Identification and Verification
We may require you to pass identity verification prior we allow you to use Launchpad, Launchpool and related services, participate in any sale or distribution of Tokens, receive any distribution of Tokens and at any moment thereafter.
For the purposes of this Policy we may require you to provide us with the following information: first name, last name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and, if applicable, information regarding your bank account (such as the name of the bank, the account type, routing number or SWIFT, and account number). Also, we may request from you your driving license or any other national ID, internal or international passport, bank statement, utility bill, tax document and/or other documents that we consider necessary for your identification. We may request from you video identification or your selfie with a specified ID or passport.
When you act on behalf of an entity, in addition, we may require such entity to pass entity verification prior we allow such entity to use Launchpad, Launchpool and related services, participate in any sale or distribution of Tokens, receive any distribution of Tokens and at any moment thereafter. In this case, we may require you to provide us with the following information: business name of the entity, registry code or registration number and the date of registration; ID of the shareholders (same as for the natural person identification), the ID of the director(s) and/or members of the management board (same as for the natural person identification), ID’s of the representatives (same as for the natural person identification), proof of the registered office/seat of the entity, ID’s of the beneficial owners (same as for the natural person identification), certificate of good standing, bank statements, proof of representation and powers, articles of association and/or other information and documents that we consider necessary.
The submitted documents (other than driving license, national ID, internal or international passport) should be issued no more than three months prior to the date of identification and should list your name and your current address. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information or document you provide changes.
You acknowledge and agree that we may use subcontractors for the purpose of your identity verification. In this case processing of the requested information and documents would be governed by such subcontractor’s privacy policy and you would be able to read such privacy policy before you submit any information.
You hereby agree to provide us or our subcontractors with the information we or our subcontractors request and you hereby permit us and our subcontractors to keep a record of such information.
You authorise us and our subcontractors to make inquiries, whether directly or through third parties, that we and our subcontractors consider necessary to verify your identity, to ensure enforcement of geographic restrictions or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries.
We shall have the right to verify your identity on an ongoing basis, including cases when your identification information has been changed or your activity seemed to be suspicious (unusual for you). We reserve the right to request up-to-date documents from you and/or represented entity, even though you have passed identity verification in the past.
4. Tokens
You hereby acknowledge and agree that any relations of owning and holding of Third-Party Tokens shall be directly between you and the Issuer, MapNode will not and shall not be a party or any kind of intermediary of any such relations. Any disputes or claims related to any aspects of owning, holding of Third-Party Tokens, their functionality, rights and obligations of their owners or holders as well as their regulatory status, any related representations or warranties shall be addressed to the Issuer and settled directly between you and the Issuer. MapNode will not and shall not be a party of any such claims or disputes.
We do not and will not set or determine any intended functionality or features of Third-Party Tokens, Third-Party Token model, initial supply of Third-Party Tokens and any distribution approaches outside Launchpad and Launchpool distribution.
While we may execute distribution of Tokens acquired through Launchpad and Launchpool we cannot guarantee that such distribution will be timely and in the expected amount as it may depend on various reasons, including but not limited to, delays in supply or transfer of Tokens by the Issuer, any technical issues of integration with the Issuer’s software or infrastructure.
You are responsible for evaluating and determining the suitability of purchasing and/or acquiring Tokens. You acknowledge and agree that we do not and will be not responsible for any Issuer’s project, its performance and suitability to you. You hereby represent and warrant that prior to purchasing and/or acquiring any Token you will check available materials and documents describing this Token, its functionality, model, the scope of rights and obligations, legal and regulatory qualification of the Token, will evaluate the Issuer’s planned services and/or products connected with the Token usage.
You acknowledge and agree that in purchasing or acquiring Tokens through Launchpad or Launchpool, you are not relying in any manner on us or our affiliates.
You acknowledge and agree that the fact that any particular Third-Party Token is accessible or acquirable through Launchpad or Launchpool in no way constitutes any endorsement or indication that such Third-Party Token has undergone any form of due diligence review or qualification, and in no way indicates any party’s opinion that such Third-Party Token is safe, suitable, true to any third party representations made, verified or verifiable, or of any value or quality or legality.
You hereby acknowledge and agree that blockchain, tokens, wallet gateways, decentralized Protocols and smart contract technologies are still in an early development stage and their application of experimental nature. They, therefore, carry significant operational, technological, financial, regulatory and reputational risks. You are fully aware of such risks and accept them as part of your participation in the sale or free distribution of Tokens.
5. Additional Provisions for MapNode Tokens
You hereby acknowledge and agree that MapNode Tokens do not and shall not be construed to grant you any license or right of any nature with respect to any intellectual property rights, rights of publicity, or equivalent rights in or related to our software products, services or an ecosystem.
You hereby acknowledge and agree that MapNode Tokens do not and shall not be construed to grant you any kind of the right to convert such MapNode Tokens into shares of MapNode or any of its affiliates or other equity of MapNode, do not and shall not be construed to grant you any other right whatsoever, do not and shall not be construed to represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive dividends, future revenue shares, intellectual property rights or any other form of participation in MapNode and/or any of its affiliates and/or any of their products or services.
You hereby acknowledge and agree that your purchase of MapNode Tokens does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction. You will not have any influence over the corporate governance of MapNode and its affiliates. You hereby acknowledge and agree that the purchase of MapNode Tokens is not meant to generate any profit, interest, gain, dividend nor even to maintain the substance of your contribution, but only allows you to benefit from functionality of MapNode Tokens.
You hereby acknowledge and agree that we have no debt towards you with respect to MapNode Tokens and will have no obligation to buy back any MapNode Tokens from you. MapNode Tokens are not and will never represent a loan to us or any our affiliates.
You hereby represent and warrant that you will not sell, transfer, donate or gift MapNode Tokens to any person specified in the Sections 2(b) and 2(c) of this Policy.
6. Launchpad. Purchase of Tokens.
The functionality of Launchpad allows users to participate in the sale of Tokens according to the specific allocation of Tokens available for purchase. Any such allocation will be based on certain criteria, designated by us and/ or the Issuer at our or its sole discretion, including but not limited to, holding of MapNode-issued tokens MapNode in the user’s blockchain wallet in certain amounts and/or for certain periods of time, Staking of MapNode tokens in certain amounts and/or for certain periods of time (“Participation Criteria”). We may divide users into several groups (tiers), set specific Participation Criteria for each of such groups (tiers) and set specific allocation of Digital Assets for each of such groups (tiers).
In order to participate in the sale of Tokens you should make sure that you meet Participation Criteria, subscribe to such sale via the Launchpad and give us the right to automatically check your blockchain wallet and evaluate your conformance with Participation Criteria. Upon checking your blockchain wallet and your identity verification status, we will determine whether or not you will be allowed to participate in the sale of Tokens, your inclusion to applicable group (tier), if any, and will calculate and set allocation for your purchase of Tokens.
We do not represent and warrant that you will be able to participate in any sale of any Tokens even meeting Participation Criteria or will be able to purchase any amount of Tokens according to available allocation, rather than you will be given a chance to participate in a sale of Tokens and/or to purchase Tokens. We may refuse you to participate in the sale of Tokens at our sole discretion, without explaining reasons for such refusal, at any stage, even if you passed identity verification and/or meet Participation Criteria.
If you are allowed to participate in the sale of Tokens, you shall transfer the corresponding amount of Digital Assets acceptable as a payment for Tokens to the specified blockchain wallet or smart contract or to interact with a smart contract facilitating your payment for Tokens. Tokens will be transferred to your blockchain wallet by using automated means of distribution, including the use of smart contracts. However, we may decide to manually transfer Tokens to your blockchain wallet without the involvement of smart contracts.
We may set additional rules or requirements for the purchase, release and/or distribution of Tokens purchased via Launchpad. This may include that Tokens would be transferred to your blockchain wallet in several instalments and/or may be locked up for a specific time. We may set such additional rules in the description of the sale of Tokens.
You hereby acknowledge and agree that all purchases of Tokens are final and that the payments made during the sale of Tokens are non-refundable. Subject to the above, by participating in the sale of Tokens, you acknowledge and agree that you have no right to request a refund from us for any reason.
7. Launchpool. Acquiring of Tokens.
The functionality of Launchpool allows users to participate in the free distribution of Tokens according to the specific allocation of Digital Assets and Participation Criteria. We may divide users into several groups (tiers), set specific Participation Criteria for each of such groups (tiers) and set specific allocation of Digital Assets for each of such groups (tiers).
In order to participate in the distribution of Tokens you should make sure that you meet Participation Criteria, subscribe to or request such distribution via the Launchpool and give us the right to automatically check your blockchain wallet and evaluate your conformance of Participation Criteria. Upon checking your blockchain wallet and your identity verification status, we will determine whether or not you will be allowed to participate in the distribution of Tokens, your inclusion to applicable group (tier), if any, and will calculate and set allocation of Tokens to you.
We do not represent and warrant that you will be able to participate in any distribution of Tokens even meeting Participation Criteria or receive any amount of Tokens according to available allocation, rather than you will be given a chance to participate in the distribution of Tokens and/or to receive Tokens. We may refuse you to participate in the free distribution of Tokens at our sole discretion, without explaining reasons for such refusal, at any stage, even if you passed identity verification and/or meet Participation Criteria.
Tokens will be transferred to your blockchain wallet by using automated means of distribution, including the use of smart contracts. However, we may decide to manually transfer Tokens to your blockchain wallet without the involvement of smart contracts.
We may set additional rules or requirements for the acquiring, release and/or distribution of Tokens purchased via Launchpad. This may include that Tokens would be transferred to your blockchain wallet in several installments and/or may be locked up for a specific time. We may set such additional rules in the description of the sale of Tokens.
You hereby acknowledge and agree that apart of Participation Criteria we may require you to perform certain actions of marketing and/or promotional nature determined by us or the Issuer at our or its sole discretion and we reserve the right to suspend or cease any distribution of Tokens if you have not performed required actions.
8. Your Representation and Warranties
You hereby represent and warrant the following:
You are the exclusive owner of Digital Assets held in your blockchain wallet;
You will comply with any applicable tax obligations in your jurisdiction arising from this Policy;
You will comply with all applicable anti-money laundering and counter-terrorism financing requirements;
The execution and delivery of, and performance under, this Policy require no approval or other action from any governmental authority or person other than you;
There are no actions or investigations, pending or threatened before or by any governmental authority against you which, if determined adversely, could reasonably be expected to have a material adverse effect on your ability to enter into and perform your obligations under this Policy.
There is no unsatisfied judgment or any open injunction binding upon you which could reasonably be expected to have a material adverse effect on your ability to enter into and perform your obligations under this Policy.
If you are a legal entity, you make the same representations with respect to your directors (or equivalent) and senior executive officers, and your affiliates and their respective directors (or equivalent) and senior executive officers;
You hereby represent and warrant that the funds, including any Digital Assets, virtual currency or cryptocurrency, you use to purchase Tokens, are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use Tokens to finance, engage in, or otherwise support any unlawful activities.
You hereby represent and warrant that you acquire Tokens for your own use and utility, to use the Issuer’s services and not for investment or financial purposes. You hereby represent and warrant that you will not use Tokens as speculative investments or for the purpose of speculating on the crypto assets markets. You represent and warrant that you will not manipulate the price of Tokens in any way and will not use Tokens for any other kind of market manipulation.
You hereby acknowledge and agree that the Issuer may add and/or remove any functionality of Tokens at any time at its sole discretion. Since the addition of functionality of Tokens by the Issuer is not guaranteed, you are aware of the fact that the Token may provide you with no functionality of such Token at all.
9. Taxation
It is your responsibility to determine whether, and to what extent, any taxes apply to your purchase, acquiring and/or use of Tokens, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. By purchasing, acquiring, holding, owning or using Tokens, and to the extent permitted by law, you agree not to hold us or our affiliates and our/their respective shareholders, members, directors, officers, employees, agents and representatives liable for any tax liabilities arising from the purchase, acquiring, ownership or use of Tokens.
10. Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS POLICY, WE HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO TOKENS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FUNCTIONALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, REGULATORY STATUS, NON-INFRINGEMENT AND QUALITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT: (I) THE OPERATION OR USE OF THE SMART CONTRACTS WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (II) THE QUALITY AND FUNCTIONALITY OF TOKENS WILL MEET YOUR REQUIREMENTS.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY US, THE MAPNODE SOFTWARE, SMART CONTRACTS AND TOKENS ARE PROVIDED TO YOU ON AN "AS IS" BASIS.
YOU FURTHER ACKNOWLEDGE THAT WE DO NOT ACT AS YOUR BROKER-DEALER, INTERMEDIARY, AGENT OR ADVISOR AND OWE YOU NO FIDUCIARY DUTY. ANY COMMUNICATION BY US TO YOU SHALL NOT BE CONSTRUED UNDER ANY CIRCUMSTANCES AS LEGAL, TAX, ACCOUNTING OR FINANCIAL ADVICE. ANY SALE OR DISTRIBUTION OF TOKENS AND YOUR PURCHASE OR ACQUIRING OF TOKENS SHALL NOT BE CONSTRUED AS THE FACILITATION OF ANY SALE OR EXCHANGE OF SECURITIES AS AN EXCHANGE.
11. Risks Disclosure. Assumptions of Risks.
You hereby represent and warrant that you have read, understood and accept risks relating to purchasing, acquiring, holding and owning of Digital Assets, interacting with Protocols and smart contracts as specified in the MapNode Terms of Services, including but not limited to, specified in Section 4 of such Terms of Service. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against us, our affiliates and Representatives related to any of the risks set forth therein.
12. General Terms
You agree to defend, indemnify and hold us harmless, our affiliates and Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising out of or related to: (i) your participation in the sale and/or distribution of Tokens, purchase, acquiring, using, owning and holding Tokens; (ii) your misrepresentation or provision wrong, misleading information, documents for identity verification; (iii) your violation of any provision of this Policy, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any applicable law, rule or regulation; (v) any actual or alleged breach of your representations, warranties, or obligations set forth in this Policy; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of other appropriate security code. The foregoing shall include the actions of any third party who wrongfully commits these actions under your account or utilizes your password and/or private keys.
Section headings in this Policy are for convenience only, and shall not govern the meaning or interpretation of any provision of this Policy.
If any provision of this Policy is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision.
We may modify this Policy by providing notice of such changes, such as by sending you an email, providing notice through the MapNode Software or its newsfeed, or updating the “Last Updated” date at the head of this Policy. By continuing to access or use of the MapNode Software, Launchpad, Launchpool and related services, you confirm your agreement to the modified Policy. If you do not agree to any modification to this Policy, you must stop using the MapNode Software, Launchpad, Launchpool and our related services. We encourage you to frequently review the Policy to ensure you understand the terms and conditions that apply to your access to, and use of, the MapNode Software, Launchpad, Launchpool and our services as well as your participation in any sale and/or distribution of Tokens.
This Policy shall be governed by and construed in accordance with the laws of the British Virgin Islands. Any dispute controversy, or claim arising out of, or relating to, or in connection with this Policy, including with respect to the formation, applicability, breach, termination, invalidity, enforceability or any dispute regarding non-contractual obligations arising out of or relating to such obligations, shall be referred to the BVI International Arbitration Centre for resolution pursuant to the BVI IAC Arbitration Rules (in force at the time of submission of a Notice of Arbitration and as may be amended from time to time).
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