Launchpad: Issuer Agreement

BIO V2 LAUNCHPAD ISSUER AGREEMENT

This BIO V2 LAUNCHPAD ISSUER AGREEMENT (the “Agreement”) is entered into as of the date of acceptance of this Agreement (the “Effective Date”), between Bio.xyz (“Bio.xyz”), and the Promoter of the Project, individually or in representation of an entity (“You”, “Promoter”), each a “Party” and collectively referred to as the "Parties".

WHEREAS:

  1. Bio.xyz has developed and operates a decentralized token launch platform known as the Launchpad;

  2. The Promoter wishes to utilize the Launchpad for the development, launch, and distribution of its Project and associated Digital Assets; and

  3. The Parties desire to establish the terms and conditions governing their relationship in connection with such use of the Launchpad.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and undertakings set forth herein, and intending to be legally bound, the Parties agree as follows:

1. V2 Launchpad

The v2 Launchpad (“Launchpad”) is a permissionless and decentralized platform that uses smart contracts and related software to facilitate the launch and distribution of digital assets (“Digital Assets”, “$Tokens”) by independent third-party projects (“Projects”).

Through the Launchpad, Projects may conduct token generation events or similar offerings, in which eligible participants, and users of the Launchpad (collectively, the “Users”) may contribute digital assets in exchange for allocations of Digital Assets from the respective Projects, in accordance with the terms and conditions applicable, and available here.

BIO.XYZ IS NOT A PARTY TO ANY TRANSACTION OR CONTRACTUAL RELATIONSHIP BETWEEN USERS AND PROJECTS FROM ANY PROMOTER, DOES NOT ISSUE, SELL, OR DISTRIBUTE DIGITAL ASSETS, AND DOES NOT ACT AS AN AGENT, INTERMEDIARY, BROKER, OR CUSTODIAN FOR EITHER PARTY. BIO.XYZ PROVIDES ONLY THE TECHNICAL INFRASTRUCTURE ENABLING PROJECTS AND USERS TO INTERACT THROUGH AUTONOMOUS SMART CONTRACTS.

Users acknowledge and agree that Bio.xyz:

  1. does not endorse, guarantee, or verify any Project, Digital Asset, Promoter, or related documentation

  2. has no control over the actions, omissions, or representations of any Project; and

  3. shall bear no liability arising from or relating to any Project, Digital Asset, or transaction conducted through the Launchpad, including but not limited to loss of funds, failure to deliver Digital Assets, or misrepresentations made by any Project.

2. Service Use

2.1 License

Under this Agreement, Bio.xyz grants the Promoter a limited, non-exclusive, revocable license use the Launchpad solely for the following purposes (collectively, the “Service”):

  1. Minting and Launching Digital Assets: To mint and launch the Promoter’s Project’s digital assets in accordance with the parameters and specifications (including, without limitation, tokenomics) established by the Promoter using the tools and features provided through the Launchpad;

  2. Receipt of Digital Assets: To claim, or otherwise receive (whether by airdrop, direct transfer, or other distribution mechanism), the Promoter’s allocated portion of its Project’s Digital Assets in accordance with the parameters and specifications determined previously); and

  3. Crowdfunding Facilitation: To utilize the Launchpad to facilitate interaction and engagement between the Promoter and Users of the Launchpad in connection with the Promoter’s crowdfunding activities relating to the launch of the Project and its Digital Assets.

2.2 Acknowledgment of Permissionless Nature and Disclaimer

The Promoter acknowledges and agrees that:

  1. The Launchpad operates in a permissionless and decentralized manner, utilizing autonomous smart contracts that function without centralized control or intervention by the Bio.xyz;

  2. The Bio.xyz does not guarantee or represent any specific outcomes, performance, or levels of participation with respect to the Launchpad, the Promoter’s Project, or its Digital Assets;

  3. There is no assurance or promise that any Users will participate in the Promoter’s crowdfunding initiative or that the Project or its Digital Assets will achieve any success, market value, or trading volume; and

  4. The Promoter bears full responsibility for the success, promotion, and ongoing development of its Project and Digital Assets.

2.3 Removal of Project from Launchpad

Bio.xyz reserves the right, at any time and in its sole and absolute discretion, to remove the Promoter’s Project and/or its Digital Assets from the Launchpad.

The removal of a Project or its Digital Assets from the Launchpad shall not affect or reverse any Digital Assets already minted, issued, or distributed on the blockchain. Once deployed to the blockchain, the Digital Assets shall continue to exist in accordance with the applicable blockchain protocols, independent of their removal from the Launchpad.

2.4 Service Use and Restrictions

The Promoter agrees to access and use the Service strictly in accordance with the terms and conditions of this Agreement. In addition to this Agreement, the Promoter shall adhere to and comply with the Terms of Use of the Launchpad, available at [insert URL]; and the Privacy Policy, available at [insert URL]. These documents are incorporated by reference and form an integral part of this Agreement.

2.5 Prohibited Use of the Service

The Promoter represents, warrants, and covenants that it shall not use the Service or any data derived therefrom:

  1. for any purpose not expressly authorized by this Agreement, including redistribution, resale, sublicensing, or any other unauthorized commercial exploitation;

  2. for any unlawful, harmful, defamatory, abusive, fraudulent, or otherwise objectionable activity or purpose;

  3. to infringe, misappropriate, or otherwise violate the intellectual property, proprietary, privacy, or other legal rights of any third party;

  4. in any manner that violates applicable laws, rules, or regulations (including financial, data protection, export control, or sanctions laws); or

  5. on behalf of any third party or for any purpose unrelated to the Promoter’s Project, unless expressly authorized by the Bio.xyz.

2.4 Technical and Operational Restrictions

Except as expressly permitted under this Agreement, the Promoter further agrees and warrants that it shall not, and shall not permit any third party to:

  1. copy, duplicate, modify, translate, adapt, alter, create derivative works from, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service or any component thereof, or attempt to build a substitute or competing service using or referencing the Service;

  2. sell, lease, sublicense, distribute, redistribute, assign, syndicate, or otherwise transfer or provide access to the Service, in whole or in part, to any third party;

  3. disrupt, interfere with, or compromise the security, availability, or functionality of the Service, including by circumventing rate limits, protections, or safeguards implemented to prevent unauthorized use;

  4. exploit or attempt to exploit any vulnerability of the Service or associated servers, including through the injection of malicious code, scripts, queries, or unauthorized commands;

  5. remove, obscure, or alter any copyright, trademark, logo, or proprietary notices appearing on or within the Launchpad or Service;

  6. use the Service to provide hosted or managed services to third parties, including software-as-a-service (SaaS), platform-as-a-service (PaaS), or similar offerings;

  7. bypass or attempt to bypass any authentication, authorization, or access controls implemented in connection with the Service;

  8. impersonate or misrepresent affiliation with any entity, project, or person, including by using the Launchpad to launch fraudulent, copycat, or deceptive projects or digital assets; or

  9. engage or permit any third party to engage in any of the foregoing activities.

2.5 Suspension, Downtime, and Service Interruptions

Bio.xyz reserves the right, in its sole discretion, to modify, suspend, remove, discontinue, or disable access to the Service or Launchpad, in whole or in part, at any time and without notice or liability.

The Promoter acknowledges that the Service and Launchpad are web-based platforms dependent on internet connectivity and decentralized infrastructure, and may be subject to temporary downtime, delays, interruptions, security breaches, incidents, or other technical issues outside the Bio.xyz’s control.

Bio.xyz may periodically perform maintenance, upgrades, or updates, during which the Launchpad and Service may be temporarily inoperable. Bio.xyz does not guarantee continuous, uninterrupted, secure, defect-free, or error-free operation of the Service.

Bio.xyz shall not be liable for any damages, losses, or liabilities suffered by the Promoter, Users, or any third party as a result of any:

  1. suspension, interruption, or unavailability of the Launchpad or Service;

  2. delays or technical defects affecting the Service; or

  3. removal or disabling of any portion, feature, or functionality of the Service.

The Promoter acknowledges and agrees that any modification, suspension, or discontinuance of the Launchpad or Service may occur without any obligation by the Bio.xyz to provide compensation, reimbursement, or damages.

3. Service Fees

For the provision of the Service, the Bio.xyz may charge such fees as specified on the Launchpad or in the Technical Documentation (the “Service Fees”). By proceeding with the launch of the Project’s Digital Assets, the Promoter agrees to make payment of the Service Fees.

3.1 Automated Market Maker (AMM) Deployment

Upon the successful completion of a token sale conducted via the Launcher, the Platform shall facilitate the automated deployment of an Automated Market Maker (AMM) liquidity pool (the “Liquidity Pool”) on a supported decentralized exchange (“DEX”) protocol.

The Liquidity Pool shall be seeded with: (i) One hundred percent (100%) of the $BIO tokens raised during the sale; and (ii) Twelve and a half percent (12.5%) of the total $Token supply contributed by the issuing project team (the “Project”).

The AMM Liquidity Pool is created via autonomous smart contracts deployed on public blockchain networks. Bio.xyz does not operate, control, or provide custody over the Liquidity Pool once deployed and expressly disclaims any responsibility for its ongoing functionality, security, or availability.

3.2 Trading Fee Structure

A one percent (1%) trading fee shall be applied automatically to all secondary market trades executed within the primary $BIO/$Token Liquidity Pool deployed by the Platform. This trading fee shall be collected and distributed by the underlying smart contract in accordance with the allocation parameters defined in this Section

Trading fees apply exclusively to trades conducted within the official $BIO/$Token Liquidity Pool created via the Platform and do not extend to other liquidity pools or trading pairs established independently on third-party protocols.

3.3 Fee Distribution

Fees collected from secondary market trades in the primary $BIO/$Token Liquidity Pool shall be distributed automatically as follows: (i) Seventy percent (70%) of collected fees shall be allocated to the Project’s designated treasury wallet (“Project Treasury”); and (ii) Thirty percent (30%) of collected fees shall be allocated to Bio.xyz (“BIO”) in support of Platform operations and ecosystem development.

Distribution of fees shall be executed directly by the relevant AMM smart contract in accordance with its programmed functionality. Bio.xyz does not manually process fee transfers and does not guarantee any specific timing, frequency, or continuity of fee distribution.

3.4 Scope of Fees

The trading fee described in Section 3.1 applies solely to the initial $BIO/$Token liquidity pool deployed as part of the Platform’s token launch process. Bio.xyz shall have no control, involvement, or entitlement to fees generated from: (i) liquidity pools created independently by third parties; (ii) pools involving alternative trading pairs or tokens; or (iii) trades executed on unrelated DEX platforms or centralized exchanges.

3.5 Acknowledgments and Risks

By participating in token launches and related liquidity events, users acknowledge and agree that:

  1. Bio.xyz is not responsible for the pricing, depth, or performance of any AMM pool after deployment;

  2. fees are subject to the operational mechanics of third-party smart contracts and may fluctuate due to technical factors, protocol changes, or governance actions beyond Bio.xyz’s control;

  3. liquidity provision in AMM pools involves risk, including impermanent loss, price volatility, and smart contract vulnerabilities; and

  4. Bio.xyz disclaims all liability for losses resulting from participation in AMM pools or related trading activities.

3.6 Modification of Fees and Parameters

Bio.xyz reserves the right, in its sole discretion, to modify: (i) the applicable trading fee percentage; (ii) the fee allocation percentages between the Project Treasury and BIO; (iii) the list of supported AMM protocols or DEX platforms; and (iv) any other parameters associated with liquidity deployment or fee distribution, provided that such modifications shall apply only prospectively to future token launches.

Any modifications shall be effective upon posting on the Platform or otherwise incorporated into an updated smart contract.

4. Representations and Warranties

4.1 Mutual Representations and Warranties

Each Party hereby represents and warrants to the other that:

  1. it possesses full legal capacity, power, and authority to enter into and perform its obligations under this Agreement;

  2. its execution, delivery, and performance of this Agreement comply with all applicable laws, statutes, and regulations;

  3. entering into and performing this Agreement does not and will not breach, conflict with, or contravene any agreement, instrument, or obligation binding upon it;

  4. it holds, and will continue to hold for the duration of this Agreement, all necessary permits, licenses, approvals, authorisations, certifications, and consents required to lawfully perform its obligations; and

  5. this Agreement has been duly authorized, executed, and delivered in accordance with all required internal actions and constitutes its valid and binding obligation enforceable against it in accordance with its terms.

4.2 Bio.xyz Representations and Warranties

The Bio.xyz further represents and warrants that:

  1. it will deliver the Service using commercially reasonable skill, care, and diligence consistent with generally accepted standards for comparable online platforms;

  2. it will implement reasonable and industry-appropriate security measures designed to safeguard the Service against unauthorized access, breaches, or malicious exploitation;

  3. proper use of the Service by the Promoter in accordance with this Agreement will not infringe or misappropriate any third-party intellectual property rights, privacy rights, or other proprietary rights;

  4. any personal or transactional data processed by the Bio.xyz will be handled in accordance with its published Privacy Policy and applicable data protection laws; and

  5. except as expressly provided in this Agreement, the Service is provided “as is,” and the Bio.xyz disclaims all other warranties (whether express, implied, or statutory), including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from prior dealings, trade usage, or performance.

4.3 Promoter Representations and Warranties

The Promoter represents, warrants, and covenants that:

  1. it has obtained all required licenses, permits, consents, and approvals necessary to develop, launch, and distribute its Project and Digital Assets;

  2. the development, minting, issuance, sale, and launch of its Project and Digital Assets do not violate or conflict with its organizational documents, contractual obligations, or applicable laws;

  3. it has all requisite authority to:

    1. develop, mint, issue, sell, and launch its Project and Digital Assets;

    2. maintain and operate its Project and associated infrastructure;

    3. execute and perform this Agreement and any related transactions; and

    4. obtain and maintain all necessary governmental authorizations or filings to conduct its business and facilitate the launch and trading of its Digital Assets.

  4. its execution, delivery, and performance of this Agreement, and the launch and offering of its Project and Digital Assets, will not:

    1. violate or materially conflict with any law, judgment, order, or binding instrument; or

    2. create or result in any lien, claim, charge, or encumbrance upon its material assets;

  5. all information, documentation, specifications, tokenomics parameters, and data provided by the Promoter to the Bio.xyz or Users are true, accurate, and complete in all material respects;

  6. neither the Project nor its Digital Assets infringe upon or misappropriate any third-party intellectual property rights or proprietary rights, and no claims or proceedings alleging such infringement are pending or threatened;

  7. no litigation, investigation, or governmental proceeding is pending or threatened that would impair the development, launch, or operation of its Project or Digital Assets;

  8. neither the Promoter nor, to its knowledge, any of its personnel, contributors, or token holders are:

    1. the subject of sanctions administered by the U.S., U.N., EU, UK, or any similar regime (“Sanctions”);

    2. located in or operating from any jurisdiction subject to comprehensive Sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or senior political figures or close associates thereof, as defined in applicable anti-money laundering laws;

  9. proceeds raised from token sales or crowdfunding via the Launchpad will be applied solely toward achieving the publicly disclosed objectives of the Project (e.g., whitepapers, websites, or official communications);

  10. it shall provide accurate, transparent, and timely disclosures to Users and the Bio.xyz regarding its Project and Digital Assets, enabling Users to make informed decisions;

  11. it will not materially modify the Project or its associated tokenomics without prior written notice to the Bio.xyz, and it shall remain liable for any consequences of unauthorized changes;

  12. it has obtained competent legal advice confirming that its Digital Assets are not securities or, if deemed securities, that all applicable offering, registration, and disclosure requirements have been satisfied;

  13. it accepts full responsibility for all crowdfunding exercises and Digital Asset transactions conducted via the Launchpad and acknowledges that Users enter into a direct contractual relationship with the Promoter, not the Bio.xyz. The Bio.xyz bears no liability for disputes between the Promoter and Users;

  14. it certifies that all funds used in connection with its Project are derived from lawful sources and agrees to provide evidence of fund legitimacy if requested;

  15. it shall comply with all applicable tax laws and is solely responsible for:

    1. its own tax obligations and liabilities;

    2. issuing any legally required invoices to Users; and

    3. determining and remitting any VAT, sales tax, or similar taxes owed;

  16. it will promptly provide any KYC/AML documentation reasonably requested by the Bio.xyz within seven (7) days of written request; and

  17. it acknowledges that the Bio.xyz may cooperate with regulatory or law enforcement authorities and share information if it suspects the Promoter’s involvement in unlawful or non-compliant activities.

The Promoter acknowledges that Bio.xyz is entitled to rely fully on the accuracy and completeness of all representations, warranties, and information provided under this Agreement.

Bio.xyz may, at its sole discretion or as required by law, disclose information to regulators or governmental authorities or cooperate with investigations concerning the promoter’s project or digital assets.

5. Disclaimer and Limitation of Liability

5.1 Disclaimer of Warranties

The Promoter expressly acknowledges and agrees that the Service and the Launchpad are provided strictly on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, the Bio.xyz disclaims all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or otherwise, including but not limited to:

  1. accuracy, completeness, reliability, or timeliness of the Service;

  2. uninterrupted or error-free operation or availability;

  3. security, protection against unauthorized access, or freedom from exploits, malware, or malicious attacks;

  4. non-infringement, title, or compatibility with any systems;

  5. merchantability or fitness for a particular purpose; and

  6. any warranties arising from the course of dealing, usage, or trade practice.

5.2 Service Functionality and Modifications

The Promoter acknowledges that the features and functionality of the Service and Launchpad are determined solely by Bio.xyz and may evolve over time.

Bio.xyz reserves the unrestricted right, at any time and without prior notice or liability, to amend, vary, restrict, suspend, or discontinue any aspect of the Service or Launchpad, including its functionalities or components. Bio.xyz shall not be liable for any consequences resulting from such modifications.

5.3 Assumption of Risk

The Promoter acknowledges and accepts that the use of the Launchpad and Service involves substantial risks, including but not limited to the following:

  1. Market Risk: The value of the Promoter’s Project and/or its Digital Assets may fluctuate significantly for any reason, including but not limited to market conditions, liquidity constraints, or demand volatility. The Promoter assumes full responsibility for such risks.

  2. Regulatory Risk: The Launchpad, Service, or any applicable decentralized protocols may be subject to regulatory inquiries, enforcement actions, or changes in law or policy which could restrict, limit, or prevent access to or use of the Service. The Bio.xyz is not licensed, regulated, or approved by any governmental authority, and no such authority has reviewed or endorsed the Service or Launchpad.

  3. Technological and Security Risks: There are inherent risks in using internet-based and blockchain-based technologies, including:

    1. failures of hardware, software, or internet connectivity;

    2. malicious software or third-party exploits (including hacks, bots, sniping, flash-loan attacks, or vulnerabilities in smart contracts);

    3. errors, bugs, or flaws in blockchain protocols, smart contracts, or related code;

    4. network congestion, delays, or transaction disruptions; and

    5. failed, inaccurate, or incomplete Project launches, token distributions, or token allocations due to technical malfunctions or code exploits.

  4. Blockchain and Protocol Risks: Upgrades, forks, or changes to underlying blockchain networks (or how transactions are validated) may adversely affect the Service. Fork events may disrupt functionality, duplicate or split assets, or impair the operation of the Launchpad or relevant smart contracts.

  5. Smart Contract Vulnerabilities: All aspects of the Service and Launchpad rely on smart contracts and automated code. The Promoter acknowledges that smart contracts may contain undetected vulnerabilities or errors, and exploits could result in the permanent loss of Digital Assets or funds.

  6. Systemic and Systematic Risks: The digital asset sector is exposed to both systemic risks (failures at a project or industry level triggering cascading failures) and systematic risks (market-wide risks driven by economic, technological, political, or natural events). These risks may adversely impact the Promoter’s Project and Digital Assets and are wholly outside the Bio.xyz’s control.

  7. AI and Software Limitations: The Launchpad may incorporate software code, artificial intelligence tools, or algorithmic mechanisms that are experimental in nature. Such code may be flawed, incomplete, or unreliable, and the Promoter is solely responsible for evaluating its trustworthiness and suitability.

  8. Legal and Compliance Risks: The Promoter bears sole responsibility for ensuring that its Project, Digital Assets, and all related activities comply with applicable law. The Bio.xyz expressly disclaims liability for any enforcement action or legal consequence arising from the Promoter’s use of the Service.

5.4 Limitation of Liability

To the fullest extent permitted by law, in no event shall the Bio.xyz be liable to the Promoter or any third party for any:

  1. indirect, incidental, special, exemplary, punitive, or consequential damages;

  2. loss of profits, revenue, goodwill, use, data, or anticipated savings;

  3. business interruption or reputational harm; or

  4. any costs of substitute goods, services, or technology, arising out of or in connection with this Agreement, the Service, the Launchpad, or any related matter, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

The Bio.xyz’s total aggregate liability under or in connection with this Agreement, regardless of the form of action or theory of liability, shall not exceed the total Service Fees actually paid by the Promoter to the Bio.xyz under this Agreement.

5.5 Acknowledgment of Sole Risk

The Promoter expressly acknowledges that it accesses and uses the Service and Launchpad entirely at its own risk, fully understanding the risks described herein and elsewhere in this Agreement. The Promoter bears exclusive responsibility for safeguarding its own assets, security credentials, and for conducting independent due diligence before using the Service or launching any Project or Digital Assets.

6. Intellectual Property

6.1 Definition

For the purposes of this Agreement, “Intellectual Property” shall mean all rights, title, and interests in or relating to:

  1. patents, patent rights, and utility models;

  2. copyrights and related rights;

  3. rights in inventions, discoveries, innovations, ideas, designs (registered or unregistered), drawings, logos, images, and diagrams;

  4. trade marks, service marks, trade names, trade dress, and get-up;

  5. domain names, social media accounts, handles, and identifiers;

  6. rights in software, applications, source code, object code, algorithms, protocols, formulas, methodologies, computer programs, and associated documentation;

  7. rights in databases, database structures, and database rights;

  8. trade secrets, know-how, proprietary information, confidential information, business methods, processes, and engineering work papers;

  9. rights in goodwill, the right to sue for passing off or unfair competition, and moral rights (to the extent transferable);

  10. development work-in-progress, specifications, product information, designs, schematics, layouts, and engineering or technical drawings;

  11. rights in manuals, texts, publications, whitepapers, marketing materials, and training documentation; and

  12. any and all other intellectual property rights or equivalent forms of protection recognized under applicable law, whether registered or unregistered, and including all applications, renewals, extensions, continuations, divisions, reissues, and registrations thereof.

6.2 Bio.xyz Intellectual Property

The Promoter acknowledges and agrees that all Intellectual Property as defined in Section 6.1 above and also in relation to the Service, including, without limitation, the Launchpad, together with any associated software, protocols, algorithms, databases, documentation, enhancements, upgrades, modifications, derivative works, or developments thereof, shall be and remain the exclusive property of Bio.xyz or its licensors.

The Promoter shall not contest, dispute, or challenge the ownership, validity, or enforceability of any such Intellectual Property Rights of Bio.xyz.

Without limiting the generality of the foregoing, the Promoter shall not use, adopt, register, or apply for any trademark, trade name, service mark, domain name, or similar designation that is identical or confusingly similar to any marks owned or used by the Bio.xyz to identify itself, its Service, or the Launchpad, without the Bio.xyz’s prior express written consent.

6.2 Restrictions on Use of Bio.xyz Intellectual Property

The Promoter expressly agrees that it shall not, and shall not permit any third party to:

  1. copy, reproduce, modify, adapt, translate, or create derivative works from any portion of the Bio.xyz’s Intellectual Property, except as expressly permitted by this Agreement;

  2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, protocols, or underlying structure of any software, smart contracts, or systems used in connection with the Service or Launchpad;

  3. remove, alter, obscure, or deface any copyright, trademark, or other proprietary notices or legends displayed on or contained within the Service or Launchpad;

  4. use or exploit any Intellectual Property of the Bio.xyz for the benefit of any third party, including but not limited to providing software-as-a-service (SaaS), platform-as-a-service (PaaS), or similar hosted offerings that replicate or compete with the Launchpad;

  5. interfere with, circumvent, or attempt to bypass any access control, security, or usage restrictions embedded in the Bio.xyz’s Intellectual Property; or

  6. use the Bio.xyz’s Intellectual Property in any manner inconsistent with this Agreement, including for any illegal, fraudulent, defamatory, infringing, or unauthorized purpose.

6.3 Promoter Intellectual Property

All Intellectual Property rights in and to the Project, the Project’s Digital Assets, and all related materials, documentation, branding, code, smart contracts, websites, whitepapers, and other proprietary works developed or provided by the Promoter (collectively, the “Promoter’s IPR”) shall continue exclusively property of the the Promoter.

The Promoter shall be solely responsible for the registration, maintenance, enforcement, and defense of its Intellectual Property Rights; and for addressing and resolving any claims or disputes (including infringement or misappropriation claims) arising in connection with the Promoter’s IPR.

The Promoter hereby grants Bio.xyz a perpetual, irrevocable, worldwide, royalty-free, license-fee-free, transferable, and sublicensable license to use, reproduce, adapt, display, publish, communicate, distribute, modify, translate, create derivative works from, and otherwise exploit the Promoter’s IPR solely for:

  1. providing, operating, and improving the Service and Launchpad;

  2. fulfilling the Bio.xyz’s obligations under this Agreement; and

  3. referencing or promoting the Promoter’s Project and Digital Assets in marketing, case studies, Promoter listings, and other promotional or informational materials.

The Promoter grants Bio.xyz a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, royalty-free license to:

  1. use, reproduce, display, publish, communicate, distribute, adapt, modify, translate, and prepare derivative works from the Promoter’s IPR; and

  2. reference, display, and include the Promoter’s Project and Digital Assets (including names, branding, and related materials) on the Launchpad, in marketing collateral, case studies, promotional content, technical documentation, and other communications, in each case solely as necessary for Bio.xyz to provide and operate the Service, perform its obligations under this Agreement, promote the Launchpad, or otherwise pursue legitimate business purposes.

6.4 User-Generated Content and License

The Promoter represents and warrants that has and will maintain all rights necessary to upload or transmit any Project content or other user‑generated content (“UGC”) through the Services,and the Launchpad, and that such content: (i) does not violate applicable law, (ii) does not infringe any third‑party rights, (iii) does not contain confidential information that the Promoter is not authorised to disclose, and (iv) complies with all applicable intellectual property and data protection laws. The Promoter agrees to indemnify and hold Bio.xyz harmless from any claims, damages, or expenses arising from your breach of these warranties.

By submitting UGC through the Services the Promoter grants Bio.xyz a worldwide, non‑exclusive, royalty‑free licence (with the right to sublicense) to store, reproduce, display, perform, modify (for formatting or technical purposes only), distribute, and otherwise make the UGC available via the Services and the Launchpad and any downstream interfaces that surface on‑chain project data. The Promoter shall retain all ownership of, and responsibility for, the transmitted UGC.

Bio.xyz may remove or disable access to any UGC at our sole discretion and without liability if Bio.xyz believes it violates this Agreement, poses risk to Bio.xyz, other users, or third parties, or may subject us to liability. Bio.xyz will make commercially reasonable efforts to remove such content where technically feasible.

7. Confidentiality

7.1 Confidential Information

For the purposes of this Agreement, “Confidential Information” means all information disclosed, whether directly or indirectly, and whether in oral, written, graphic, electronic, digital, or other tangible or intangible form, by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with or relating to the business relationship (or potential business relationship) between the Parties, whether disclosed before, on, or after the Effective Date, which is identified or characterized as confidential at the time of disclosure or within a reasonable period following disclosure; or by its nature or the circumstances surrounding its disclosure, would reasonably be understood by a person of ordinary prudence with no specialized knowledge of the relevant trade or industry to be confidential or proprietary.

Confidential Information includes, without limitation:

  1. information directly or indirectly relating to the business, operations, strategies, plans, customers, suppliers, or prospects of the Disclosing Party;

  2. Promoter, customer, or supplier databases;

  3. trade secrets, proprietary know-how, inventions, processes, methods, methodologies, workflows, protocols, algorithms, and operational practices;

  4. research and development activities, business models, product roadmaps, and market opportunities;

  5. compliance information, regulatory filings, and risk assessments;

  6. financial information, forecasts, business or marketing plans and reports;

  7. details of existing or potential business relationships, negotiations, or transactions;

  8. all materials, documents, and data exchanged in connection with this Agreement, including the terms and conditions of this Agreement itself.

Confidential Information shall exclude information that:

  1. is or becomes publicly available without breach of this Agreement and through no wrongful act or omission of the Receiving Party;

  2. was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by contemporaneous written records;

  3. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or

  4. is rightfully received by the Receiving Party from a third party who is not under any legal, contractual, or fiduciary obligation to maintain confidentiality of such information.

7.2 Obligations of Confidentiality

The Receiving Party shall:

  1. maintain the Disclosing Party’s Confidential Information in strict confidence and protect it using at least the same degree of care as it uses to protect its own information of similar sensitivity, but in no event less than a reasonable standard of care;

  2. not disclose, transmit, or otherwise make available such Confidential Information to any third party, except as expressly permitted by this Agreement or with the prior written consent of the Disclosing Party; and

  3. not use such Confidential Information for any purpose other than performing its obligations or exercising its rights under this Agreement.

The Receiving Party may disclose Confidential Information only to its employees, officers, directors, agents, contractors, or professional advisers who have a strict “need-to-know” and who are bound by confidentiality obligations at least as protective as those contained herein. The Receiving Party shall remain fully liable for any breach of this Clause 7 by any such persons.

The Receiving Party shall promptly notify the Disclosing Party in writing upon discovering any unauthorized use, access, or disclosure of the Disclosing Party’s Confidential Information and shall cooperate fully with the Disclosing Party to mitigate the effects of such breach.

The Receiving Party may disclose Confidential Information if compelled by applicable law, regulation, subpoena, court order, or other governmental or regulatory process, provided that (to the extent legally permissible, it promptly notifies the Disclosing Party prior to such disclosure to enable the Disclosing Party to seek protective measures; and it limits the disclosure strictly to the portion of Confidential Information legally required to be disclosed.

7.3 Prohibited Use

The Parties further agree not to misuse, exploit, or use any Confidential Information in a manner that would be detrimental to, or cause harm to, the Disclosing Party or its business interests.

7.4 Return and Destruction of Confidential Information

Upon expiration or termination of this Agreement for any reason, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return all documents and materials (in any form or medium) containing or embodying the Disclosing Party’s Confidential Information; or if so directed by the Disclosing Party, permanently erase, delete, or destroy all such Confidential Information (including copies, notes, summaries, analyses, memoranda, or derivative materials made by the Receiving Party or its representatives) from any and all storage media, devices, or systems, including electronic or cloud-based storage, and certify in writing that such destruction has been completed.

Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the limited extent required by applicable law, regulation, or professional recordkeeping obligations; or for archival, compliance, or audit purposes, provided that any such retained information remains subject to the confidentiality obligations herein.

7.5 Duration of Confidentiality Obligations

The obligations set out in this Clause 7 shall survive the termination or expiration of this Agreement and shall continue in full force and effect indefinitely, except to the extent that specific Confidential Information becomes public knowledge through no breach by the Receiving Party.

7.6 Remedies for Breach

The Receiving Party acknowledges and agrees that any breach or threatened breach of this Clause 7 would cause irreparable harm to the Disclosing Party for which monetary damages alone would be inadequate. Accordingly, the Disclosing Party shall be entitled, in addition to any other remedies available at law or equity, to seek and obtain injunctive or other equitable relief (including specific performance) without the need to prove actual damages or post any bond.

8. Term and Termination

8.1 Commencement and Duration

This Agreement shall commence on the Effective Date and shall remain in full force and effect unless and until terminated in accordance with Clause 8.2 or 8.3 below.

8.2 Termination for Cause

Either Party may terminate this Agreement by providing written notice to the other Party if:

  1. the other Party commits a material breach of any term of this Agreement; and

  2. such breach is not cured within fourteen (14) days after the breaching Party’s receipt of written notice specifying the breach in reasonable detail and demanding its remedy.

If the breach is not cured within such period, the non-breaching Party may terminate this Agreement with immediate effect upon written notice.

8.3 Termination for Convenience (Bio.xyz)

The Bio.xyz may terminate this Agreement for convenience, at any time and for any reason (or no reason), by providing the Promoter with at least fourteen (14) days’ prior written notice.

8.4 Termination for Non-Compliance

Bio.xyz reserves the right to assess, in good faith and based on reasonable justification, whether the Promoter’s use of the Service is in compliance with this Agreement and all applicable terms and policies.

If Bio.xyz determines that the Promoter’s use of the Service is non-compliant, it shall:

  1. promptly notify the Promoter in writing of the determination;

  2. provide a clear and detailed explanation of the non-compliance; and

  3. where feasible, grant the Promoter a reasonable opportunity to rectify such non-compliance within a time period specified by the Bio.xyz.

If the non-compliance is not remedied within the specified timeframe or is deemed by the Bio.xyz to be incurable or irreparable, the Bio.xyz may terminate this Agreement with immediate effect upon written notice.

8.5 Effect of Termination

Upon the termination or expiration of this Agreement for any reason, the Promoter shall immediately:

  1. cease all access to and use of the Service and Launchpad;

  2. remove and permanently delete any implementation of the Service from its applications, products, platforms, or services; and

  3. comply with all post-termination obligations under this Agreement, including but not limited to the cessation of any references to the Launchpad or Service in connection with its Project.

For the avoidance of doubt, once a Project’s Digital Assets have been minted and launched, they will remain deployed on the blockchain, and termination of this Agreement shall not affect their continued existence, validity, or availability on the blockchain or any decentralized protocol. Bio.xyz shall have no responsibility or obligation regarding the ongoing maintenance, support, or operation of the Project or its Digital Assets following termination.

9. Indemnification

9.1 Indemnification by the Promoter

The Promoter shall indemnify, defend, and hold harmless Bio.xyz, its affiliates, and their respective directors, officers, employees, agents, contractors, and representatives (collectively, the “Bio.xyz Indemnified Parties”) from and against any and all losses, damages, liabilities, penalties, fines, costs, expenses (including reasonable attorneys’ fees), claims, actions, proceedings, or demands (collectively, “Claims”) arising out of or relating to:

  1. any breach or alleged breach of this Agreement or of any representation, warranty, covenant, or obligation of the Promoter herein;

  2. the development, launch, issuance, distribution, trading, or operation of the Promoter’s Project or its Digital Assets, including any crowdfunding exercise conducted via the Launchpad;

  3. any dispute, complaint, claim, or action by any User or third party arising out of or relating to the Promoter’s Project, its Digital Assets, the Launchpad, the Service, or this Agreement (including disputes regarding token allocations, refunds, performance, or misrepresentations);

  4. any actual or alleged infringement, misappropriation, dilution, or violation of any intellectual property, privacy, or proprietary rights of any third party (including Users) resulting from:

    1. the development, launch, minting, offering, trading, or use of the Project and/or its Digital Assets; or

    2. the use by Bio.xyz of the Promoter’s intellectual property rights in accordance with this Agreement;

  5. any violation of applicable law, regulation, sanction regime, or governmental order by the Promoter or its Project; or

  6. any negligent act, fraud, willful misconduct, or omission of the Promoter, its affiliates, personnel, or agents in connection with the Service, Launchpad, or any related activity.

9.2 Indemnification by Bio.xyz

Bio.xyz shall indemnify, defend, and hold harmless the Promoter, its affiliates, and their respective officers, directors, employees, agents, contractors, and representatives (collectively, the “Promoter Indemnified Parties”) from and against any and all Claims arising out of or relating to any third-party claim alleging that the Promoter’s proper use of the Service, in strict accordance with this Agreement, directly infringes such third party’s intellectual property rights (an “IP Claim”), provided that:

  1. the Promoter promptly notifies Bio.xyz in writing of the IP Claim;

  2. Bio.xyz retains sole control over the defense, litigation strategy, and settlement of the IP Claim; and

  3. The Promoter provides Bio.xyz with all reasonable assistance and cooperation, at Bio.xyz’s expense, in connection with the defense of such claim.

Bio.xyz shall not be responsible for any settlement, compromise, or admission entered into by the Promoter without Bio.xyz’s prior written consent.

9.3 Remedies for IP Claims

Upon receiving notice of an IP Claim (or facts reasonably likely to give rise to one), Bio.xyz may, at its sole discretion and expense:

  1. procure for the Promoter the right to continue using the Service in accordance with this Agreement;

  2. replace the infringing component of the Service with a non-infringing equivalent;

  3. modify the Service to render it non-infringing without materially reducing its functionality; or

  4. if none of the foregoing options are commercially reasonable, and if the Promoter’s use of the Service is permanently enjoined by a final, non-appealable order, terminate this Agreement and refund any Service Fees paid for the period following termination.

9.4 Exclusions from Bio.xyz’s IP Indemnity

Bio.xyz shall have no liability or indemnification obligation for any IP Claim to the extent arising from:

  1. the Promoter’s combination or use of the Service or Launchpad with any third-party software, hardware, services, data, or materials, where the IP Claim would not have arisen but for such combination or use;

  2. any modification or alteration of the Service by any party other than Bio.xyz;

  3. the Promoter’s continued allegedly infringing use of the Service after receiving notice of alleged infringement or after being provided modifications or alternatives that would have avoided infringement;

  4. any use of the Service in breach of this Agreement or inconsistent with its documentation; or

  5. any open-source software components, to the extent such components are subject to their own licensing terms.

9.5 Defense, Cooperation, and Settlement

The Indemnified Party seeking indemnification shall promptly notify the indemnifying Party of any Claim; failure to provide timely notice shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced thereby. The indemnifying Party shall have full control over the defense and settlement of the Claim, provided that it may not settle any Claim in a manner that admits liability or imposes any obligation on the Indemnified Party without its prior written consent (not to be unreasonably withheld). The Indemnified Party shall reasonably cooperate, at the indemnifying Party’s expense, in the defense of any Claim and provide access to all relevant information and assistance as reasonably requested.

9.6 Independent Obligations and Survival

The indemnification obligations set forth in this Clause 9 are separate, independent, and continuing obligations and shall survive the termination or expiration of this Agreement, remaining enforceable notwithstanding such termination.

9.7 Exclusive Remedy for IP Claims

This Clause 9 constitutes the sole and exclusive remedy of the Promoter, and the entire liability of Bio.xyz, in respect of any IP Claim or allegation of infringement, misappropriation, or violation of third-party intellectual property rights arising out of or relating to the Service.

10. Rights of Third Parties

Except as expressly provided in this Agreement, no person or entity who is not a Party to this Agreement shall have any rights, benefits, obligations, or liabilities hereunder, nor shall any third party have the right to enforce any provision of this Agreement under any applicable law or legal doctrine conferring third-party beneficiary rights.

11. Updates and Amendments

The Promoter acknowledges and agrees that the Bio.xyz may, from time to time, update, modify, or enhance the Launchpad and/or the Service, including any features, functionalities, or user interfaces, and that such updates or modifications may affect the manner in which the Promoter accesses or interacts with the Service. The Promoter’s continued use of the Launchpad or Service after such updates or modifications shall constitute binding acceptance thereof.

Bio.xyz reserves the right, at its sole discretion, to alter, suspend, discontinue, or terminate, in whole or in part, any aspect of the Launchpad or Service (including any feature, component, or content) at any time and for any reason (or no reason), without liability or obligation to the Promoter. The Bio.xyz may, but is not obliged to, provide prior written notice of any such alteration, suspension, discontinuation, or termination.

12. Assignment

This Agreement and all rights and obligations arising under it are personal to the Parties. The Promoter shall not assign, transfer, delegate, or otherwise dispose of any of its rights, obligations, or interests under this Agreement, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Bio.xyz. Any purported assignment in violation of this Clause 12.1 shall be null and void.

13. Variation

No variation, amendment, or modification of this Agreement shall be effective unless it is in writing and signed (whether electronically or physically) by or on behalf of each Party.

14. Governing Law

This Agreement, and any dispute, controversy, or claim arising out of or in connection with it (including any non-contractual dispute or claim), shall be governed by, and construed in accordance with, the laws of [insert jurisdiction, e.g., Switzerland], without regard to its conflict of law principles.

15. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes and extinguishes all prior and contemporaneous agreements, understandings, representations, warranties, statements, and negotiations, whether written or oral, relating to the same subject matter.

16. Severability

If any provision or part-provision of this Agreement is held to be invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to render it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions of this Agreement.

17. Waiver

No failure, delay, or omission by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any further or other exercise of it or the exercise of any other right or remedy. A waiver shall be effective only if given expressly in writing and signed by the waiving Party.

18. Force Majeure

Neither Party shall be deemed to be in breach of this Agreement, nor liable for any delay or failure in the performance of its obligations (except for payment obligations) under this Agreement, if such delay or failure is caused by or results from any event or circumstance beyond its reasonable control (a “Force Majeure Event”), including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, governmental action, war, terrorism, civil unrest, strikes, labor disputes, failure of telecommunications, utilities or internet services, or blockchain or protocol failures.

If a Force Majeure Event continues for a period of ninety (90) consecutive days, the Party not affected may terminate this Agreement by providing thirty (30) days’ prior written notice to the affected Party.

19. Further Assurance

Each Party shall, at its own cost and expense, promptly do and execute all such further acts, documents, instruments, and things as may reasonably be required from time to time to give full effect to the rights, obligations, and transactions contemplated by this Agreement.

20. Agreement Binding on Successors and Assignees

This Agreement shall be binding upon, and inure to the benefit of, each Party and its respective permitted successors, assigns, and legal representatives.

PreviousLaunchpad: Terms & ConditionsNextHelpful Links

Last updated