Terms of Use

These Website Terms of Use (these "Terms" or this "Agreement") are a contract between you and the operator of Citycoin.dev (together with its affiliates, successors, and assigns, "Citycoin.dev," "we," "our," or "us") (you and Citycoin.dev each, a "Party," and together, the "Parties") and govern your access to and use of the Citycoin.dev website and all related pages and components (the "Website"), and such other content, features, and online services provided by Citycoin.dev through the Website from time to time (collectively, the "Services"). Citycoin.dev's legal identity and registered address are available on request through the Feedback and support form on the Website to any person with a legitimate need, including for the purpose of bringing or defending a legal proceeding.

By accessing or using any portion of the Services — including by clicking "I Agree" or otherwise affirmatively accepting these Terms — you agree to comply with and be bound by these Terms and any materials expressly incorporated herein. If you do not agree to these Terms, you are not authorized to access or use the Services and must not use the Services.

Citycoin.dev reserves the right to amend this Agreement and any policies that govern the Services from time to time in our sole discretion. Changes take effect immediately when posted to the Website, and you waive any right to receive specific notice of them. By continuing to use the Services after changes are posted, you agree to be bound by them. If you do not agree, you must stop using the Services. When the Terms change materially, we may ask you to accept the new version before continuing to use the Services.

The Website describes a project Citycoin.dev is developing, including the Citycoin.dev launchpad: a website, dashboards, and software through which users can claim cities, take and hold founder seats, launch and trade city coins, and interact with related on-chain mechanisms. As of the date of these Terms, Citycoin.dev is not registered, designated, or licensed by the U.S. Commodity Futures Trading Commission (the "CFTC") or any other regulatory authority, and makes no representation that any such registration or designation will be obtained, or about the timing, structure, or features of any future product or service.

All content on the Website is provided for general informational purposes only. Nothing on the Website constitutes, or should be relied upon as: (a) an offer to sell, or a solicitation of an offer to buy, any security, futures contract, swap, derivative, or other financial instrument or product in any jurisdiction; (b) a recommendation, solicitation, or inducement to engage in any trading or investment activity or strategy; (c) investment, legal, tax, accounting, or other professional advice; or (d) a representation that any product or service described on the Website is or will be available in any jurisdiction, or available to you. Statements about Citycoin.dev's plans, intentions, expectations, token launches, or anticipated products are forward-looking, subject to change without notice, and may never be realized.

You are solely responsible for evaluating the information on the Website and for any decision you make in reliance on it. Consult your own professional advisers before acting on anything you read here.

The Services are intended for persons acting in a business or professional capacity. You represent and warrant that you are at least 18 years old, or the minimum legal age to form a binding contract in your jurisdiction. If you use the Services on behalf of an entity or organization, you represent that you are authorized to bind it to these Terms. The Website is not directed to children, and persons under 13 may not use the Services.

You represent and warrant that you are not a "Restricted User" — any individual, entity, or organization who or that is:

• a citizen or resident of, located in, or accessing the Services from the United States, Canada, or the United Kingdom;
• located in, under the control of, or a resident of any jurisdiction comprehensively sanctioned or embargoed by the United States, the United Nations, or the United Kingdom;
• a resident, national, or agent of Cuba, the sanctioned areas of Russia and Ukraine (including Crimea, the so-called Donetsk, Luhansk, and Zaporizhzhia regions), the Democratic People's Republic of Korea (North Korea), Iran, or Syria;
• a citizen or resident of, located in, or organized in a jurisdiction where your use of the Services would be illegal; or
• subject to any export, end-user, anti-terrorism, anti-money-laundering, or sanctions restriction administered by the U.S. Treasury's Office of Foreign Assets Control, the U.S. Departments of State or Commerce, the United Nations Security Council, or any other applicable authority.

The Services currently consist of, among other things: (a) an informational and interactive website through which you may connect a third-party wallet and sign in with it; (b) city claiming, founder seats (including Seed Steward, Stake Ladder, and Squad Founding), founder elections and objections, and related dashboards; (c) interfaces through which you may launch city coins and trade tokens through third-party protocols once the launchpad opens; (d) community features such as memes, discussions, badges, and holder verification; and (e) APIs supporting the above.

The Services do not custody digital assets for you, transact on your behalf, or guarantee any digital asset or transaction. The Website is a frontend portal: transactions you make are executed by permissionless smart contracts and third-party protocols that Citycoin.dev does not own or control. Blockchain transactions are irreversible.

City coins launched through the Services may carry transfer taxes, and trading may generate fees. Citycoin.dev may collect some of these amounts as platform revenue and may, at its sole discretion and from time to time, use some of them for holder rewards, creator/founder payouts, token purchases, burns, or any other purpose (collectively, the "Platform Mechanisms"). Platform Mechanisms are operated by Citycoin.dev with its own funds as described on the Website from time to time, and the disclaimers published on the Website for them form part of these Terms. Platform Mechanisms are not an obligation owed to you; they create no account, balance, deposit, or claim in your favor; they are not an offer, a promise, or an expectation of any return; and they may be changed, paused, or ended at any time without notice. Any amount is yours only once it has been transferred to your wallet on the blockchain. Citycoin.dev makes no representation about the amount, timing, frequency, or continuation of any reward or payout, or about the effect of any Platform Mechanism on the price, liquidity, or value of any token.

We may change, supplement, suspend, or discontinue all or any part of the Services at any time, at our sole discretion and without notice.

You may use the Services by proving control of a Solana wallet: you sign in by signing a free message with it, and your account is tied to that wallet. You are responsible for keeping your wallet, devices, and credentials secure; Citycoin.dev will never ask for your recovery phrase or private key, and anyone who does is not us. If someone else uses your wallet or your account, you are responsible for what they do.

New accounts may be assigned a generated username to protect your privacy; you may change it where the Services allow. Usernames must not impersonate any person or entity, infringe anyone's rights, or be unlawful or abusive, and we may change or remove a username at our discretion.

When you provide information to the Services — including a city coin's name, ticker, image, or description, a meme, a check-in note, a discussion post, a founder application, or an objection (each, a "Submission") — you represent and warrant that it: (a) is truthful and accurate; (b) is yours to submit and does not infringe, misappropriate, or violate anyone's intellectual property, privacy, publicity, or other rights; and (c) contains nothing unlawful, defamatory, abusive, harassing, threatening, obscene, or otherwise objectionable, and no malicious code. No confidential or fiduciary relationship is formed by a Submission, and we have no obligation to respond to, act on, or keep it.

A Submission made when launching a token or transacting on-chain is published to the blockchain and to permanent public storage as part of that action, and cannot be altered or deleted by Citycoin.dev or anyone afterward. By making a Submission you grant Citycoin.dev a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and process it to operate, moderate, and improve the Services and to comply with legal requirements.

The Services incorporate or rely on third parties ("Third-Party Services"): wallet software, the Solana blockchain and its validators, decentralized protocols and liquidity venues (including Raydium and Raydium LaunchLab), RPC infrastructure, hosting, analytics, and e-mail delivery. When you use the Website, connect a wallet, or submit a transaction, information about you may be collected, stored, and processed by those third parties, and third-party code may load in your browser. The Website may link to third-party sites or resources.

Third-Party Services are governed by their own terms and privacy policies, which we do not control. Citycoin.dev does not endorse them and makes no representation about their availability, accuracy, security, or handling of your information. To the maximum extent permitted by law, you waive and release Citycoin.dev and its affiliates, officers, directors, employees, agents, and successors from any claim or damage arising out of your use of, or inability to use, any Third-Party Service.

The Services and their contents — including website copy, text, design, layout, graphics, logos, brand assets, images, documentation, software, and code (the "Citycoin.dev Materials") — are owned by Citycoin.dev or its licensors and protected by intellectual-property laws. Some components may be under open-source or third-party licenses; nothing here grants you rights in any Third-Party Service.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and view the Website and Citycoin.dev Materials for your own informational purposes. No other right is granted, by implication or otherwise. Except as expressly permitted here or with our prior written consent, you may not copy, reproduce, distribute, republish, download, display, post, transmit, sell, license, modify, or create derivative works from the Citycoin.dev Materials.

"Citycoin.dev," the Citycoin.dev name, and related logos, names, designs, and slogans are trademarks of Citycoin.dev or its licensors; do not use them without our prior written permission. Other marks on the Website belong to their owners. If you believe Website content infringes your copyright or other rights, contact us through the Feedback and support form on the Website with a description of the material, its location, your contact information, and a good-faith statement that the use is unauthorized.

Use the Services only for lawful purposes and in line with these Terms. You will not, and will not attempt to:

• violate any applicable law or regulation, or use the Services for any unlawful, fraudulent, or malicious purpose;
• transmit unsolicited advertising, or any content Section 7 prohibits in a Submission;
• impersonate anyone or misrepresent your affiliation, including in a Submission or username;
• use robots, scrapers, or other automated means to access the Services or harvest information, except through a public API and documentation we publish for that purpose or with our prior written consent;
• introduce viruses, worms, logic bombs, or other harmful material;
• gain unauthorized access to, interfere with, damage, disrupt, or overburden the Services or connected systems, including denial-of-service attacks, rate abuse, or spam;
• circumvent security features or access restrictions, including IP blocks; or
• infringe anyone's intellectual-property or other rights in connection with the Services.

We may, at our sole discretion and without notice or liability: (a) change, suspend, or discontinue all or any part of the Services; (b) restrict, block, or terminate anyone's access, including by IP address or range; and (c) decline to respond to, or delete, any Submission — for any reason or no reason, including suspected violation of these Terms, abusive activity, or legal risk. We are not liable to you or anyone else for doing so. Sections that by their nature should survive termination do survive, including Sections 9 and 13 through 18.

Using the Services incurs fees. We charge fees for launching tokens and for other actions at the rates and in the currencies shown on the Website when you act. Trading, transfer taxes, and reward distributions may carry additional costs at the rates shown from time to time. Fees paid to Citycoin.dev are earned when the related transaction is submitted to the blockchain and are not refundable, except as we may decide in our sole discretion. You are responsible for third-party charges, including blockchain network fees and your own connectivity costs. We may introduce or change fees prospectively at any time.

To the fullest extent provided by law, your use of the Services is at your sole risk. The Services, the Citycoin.dev Materials, the Website, and anything provided by or on behalf of Citycoin.dev are provided "as is" and "as available." We explicitly disclaim all warranties of any kind, express, implied, or statutory, including merchantability, non-infringement, and fitness for a particular purpose. We do not warrant that access will be continuous, uninterrupted, timely, error-free, secure, or defect-free; that information on the Website is accurate, complete, or current; that the Services are free of harmful elements; or that they will meet your expectations. No statement we make, including in documentation or private communication, creates a warranty. The foregoing does not affect warranties that cannot be excluded under applicable law.

To the fullest extent provided by law, in no event will Citycoin.dev, its affiliates, licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use of, or inability to use, the Services — including direct, indirect, special, incidental, consequential, or punitive damages, personal injury, emotional distress, loss of revenue, profits, business, anticipated savings, use, goodwill, or data — whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable. This extends to damages caused by any third party (including fraud or manipulation) and to any failure, exploit, or vulnerability of the Services.

To the fullest extent provided by law, the collective liability of Citycoin.dev and its affiliates, licensors, service providers, employees, agents, officers, and directors to any party will not exceed the greater of $100 or the amount you paid directly to Citycoin.dev for the applicable Services in the six months before the liability arose. This does not affect liability that cannot be excluded under applicable law.

You agree to defend, indemnify, and hold harmless Citycoin.dev, its affiliates, licensors, and service providers, and their officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of the Services, including any Submission; (c) your reliance on information from the Services; or (d) your use of any Third-Party Service.

Waiver of class actions and jury trial. To the extent permitted by law, any claim, controversy, or dispute arising out of or related to this Agreement or the Services (each, a "Dispute") must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective, or representative proceeding (the "Class Action Waiver"). The arbitrator may not consolidate claims or preside over any class arbitration. By entering this Agreement you waive the right to a jury trial and to participate in a class action.

Informal resolution. Before filing a claim, try to resolve it by contacting us through the Feedback and support form on the Website with a description of your claim and the wallet address or transaction concerned. If we cannot resolve it within sixty days of receiving your first message, either Party may submit the Dispute to binding arbitration as below.

Binding arbitration. All Disputes must be resolved by final and binding arbitration — you and Citycoin.dev expressly waive formal court proceedings, including jury trial and class actions. The Parties will first attempt at least one live or videoconferenced mediation session with an International Centre for Dispute Resolution ("ICDR") neutral, sharing the cost equally and participating in good faith. If the Dispute is not settled within seven days after that session, either Party may commence binding arbitration administered by the ICDR under its Commercial Arbitration Rules: a single arbitrator, proceedings conducted remotely to the maximum extent possible, in English, each Party bearing its own expenses subject to reapportionment in the final award. Interim or provisional relief available from a court remains available under ICDR rules, and nothing here prevents either Party from seeking preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration. The award may be confirmed in a court of competent jurisdiction, and the Parties waive objections of improper venue or forum non conveniens. Neither Party nor the arbitrator will disclose the existence or content of any arbitration without both Parties' prior written consent, except as required by law or to disclose a final award unless otherwise agreed in writing.

The prevailing Party in any proceeding arising out of or in connection with this Agreement is entitled to recover its legal expenses, including court costs and reasonable attorneys' fees.

Time for filing. Arbitration must be commenced within one year after the Party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to it (or within the shortest period permitted by applicable law, if shorter than one year is not allowed). Claims not filed in time are permanently barred.

Severability. If any part of this Section 16 is unenforceable, it will be severed without affecting the rest; claims that must proceed on a class, collective, consolidated, or representative basis will be litigated in a court of competent jurisdiction, stayed pending the outcome of any individual claims in arbitration. If any provision bars an individual claim for public injunctive relief, it has no effect to the extent such relief may be sought outside arbitration.

Changes to this section. If we materially change this Section 16 in the future, we will notify you; your continued use of the Services after the change is posted constitutes acceptance.

The governing law of these Terms, and the seat of any arbitration under Section 16, will be stated here once designated. Until then, Section 16 applies as written, and any judicial proceeding permitted under these Terms may be brought in a court of competent jurisdiction.

Assignment. These Terms are personal to you; you may not assign or transfer your rights or obligations without our prior written consent — any attempt is void. We may assign ours without restriction, including to affiliates, subsidiaries, or a successor in interest. These Terms bind and benefit the Parties and their successors and permitted assigns.

Term and survival. This Agreement lasts as long as you access the Services. We may change, suspend, discontinue, terminate, restrict, or disable your access at any time at our sole discretion without notice. Provisions that by nature should survive, survive.

No waiver. Our failure or delay in exercising any right is not a waiver of it.

Severability. If any provision is invalid or unenforceable, it will be interpreted to accomplish its objectives to the greatest extent permitted by law, and the rest of the Terms remain in effect.

Force majeure. The Services are provided according to our current technological capability and business conditions. We are not liable for delays, failures, or interruptions from causes beyond our reasonable control — including natural disasters, war, terrorism, civil disorder, embargoes or sanctions, nuclear incidents, labor disputes, failures of telecommunications or internet infrastructure, data breaches or processing failures, and changes in law affecting crypto or financial technology.

Notices. Notices from us under these Terms will be posted on the Website, in the Services, or sent electronically. You consent to receive all communications electronically.

Third-party beneficiaries. Nothing here confers rights on anyone other than the Parties and their successors and permitted assigns.

Entire agreement. These Terms, plus anything expressly incorporated by reference, are the entire agreement between you and Citycoin.dev on this subject and supersede all prior discussions and agreements, including prior versions of these Terms.

Language. These Terms are in English; if translated, the English text prevails.

Questions about these Terms or the Services: contact us through the Feedback and support form on the Website.