Launchpad: Terms and Conditions
Last updated
Last updated
These Terms of Use govern the access and use of bio.xyz and any subdomains or related domains (collectively, the “Services”) operated by BIO.XYZ Association (“We”, "Us", or "Bio.xyz ”) including the use of and access to the Services.
Launchpad V2 is a token launch platform operated by Bio.xyz. By accessing, browsing, or otherwise using Launchpad V2 (the “Platform”), you acknowledge and agree that you have read, understood, and are legally bound by these Terms of Use (the “Terms”).
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS, USE, OR OTHERWISE INTERACT WITH THE PLATFORM.
BIO.XYZ IS NOT A WALLET PROVIDER, EXCHANGE, BROKER, FINANCIAL INSTITUTION, MONEY SERVICES BUSINESS, OR CREDITOR.
BIO.XYZ DOES NOT HAVE CUSTODY OR CONTROL OVER ANY TOKENS OR BLOCKCHAINS YOU ARE INTERACTING WITH AND REQUIRES YOU TO USE A THIRD-PARTY WALLET TO USE OUR SERVICES AND TO ENGAGE IN TRANSACTIONS ON BLOCKCHAINS.
BIO.XYZ IS NOT A PARTY TO ANY AGREEMENT BETWEEN OR AMONG USERS.
BIO.XYZ MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VALIDITY, ENFORCEABILITY, OWNERSHIP, OR QUALITY OF ANY TOKENS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL BIO.XYZ BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH ANY TOKENS CREATED WITH BIO.XYZ SERVICES. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY TOKENS THAT YOU LAUNCH OR CREATE USING THE SERVICES, OR THAT YOU PURCHASE FROM THIRD-PARTY SELLERS USING THE SERVICES.
Launchpad V2 (the “Platform”, “Services”) facilitates permissionless token launches and user engagement through three primary components: (a) the Fixed Price Sale Launcher (the “Launcher”); (b) the BioXP Point System (“BioXP”); and (c) staking mechanisms for BIO and other ecosystem tokens (collectively, the “Staking Mechanisms”).
2.1.1 Description of the Launcher
The Fixed Price Sale Launcher (the “Launcher”) is a feature of the Platform that enables curated, fixed-price sales of newly issued fungible cryptographic tokens (each, a “$Token”) in exchange for the BIO.XYZ native token (“BIO”).
Each token launch conducted via the Launcher shall result in: (i) the allocation of Tokens to participating users based on the amount of BIO contributed at the fixed sale price; and (ii) the automatic creation of a liquidity pool pairing $Token and BIO on a supported automated market maker (“AMM”) smart contract deployed on a decentralized exchange (“DEX”), which may be operated and maintained by independent third-party protocols over which BIO.XYZ exercises no control.
2.1.1 Requirements for Token Issuers
Any person or entity (“Promoter”) seeking to utilize the Launchpad for the creation, issuance, or launch of Digital Assets shall be required to enter into, and shall be bound by, the terms and conditions of the BIO V2 Launchpad Promoter Agreement (the “Promoter Agreement”), as may be amended or updated from time to time, which is incorporated herein by reference and made available here.
No Promoter shall be permitted to initiate or conduct any token launch, crowdfunding exercise, or similar activity via the Launchpad unless and until such Promoter has duly acknowledged, accepted, and agreed to be bound by the Promoter Agreement. Participation as a Promoter in the Launchpad shall constitute the Promoter’s full and irrevocable acceptance of the Promoter Agreement and all obligations, covenants, representations, warranties, and indemnities set forth therein.
In the event of any conflict between this Agreement and the Promoter Agreement in relation to a Promoter’s rights or obligations concerning the issuance of Digital Assets, the terms of the Promoter Agreement shall prevail with respect to such issuance activities.
2.1.2 Platform Participation Requirements
Users may participate in the token sale by pledging BioXP points and committing BIO tokens via the Launcher’s smart contract interface. BioXP points are used solely to determine a participant’s allocation priority in the event that a token sale is oversubscribed. Higher pledged BioXP may result in a proportionally higher allocation of Tokens, as further described here.
All commitments of BIO and BioXP are final, irrevocable, and non-refundable, except in the case where a token launch fails to reach its funding target as defined in Section 2.1.3.
By participating in a token sale, users acknowledge that they: (i) have read and understood these Terms; (ii) assume all risks associated with token sales and the use of third-party smart contracts; and (iii) have no recourse against BIO.XYZ for any loss of funds, failed transactions, or changes in token value.
2.1.3 Launch Outcomes
The outcome of each token launch shall be determined based on the amount of BIO contributed by participants relative to the stated funding target:
Underfunded Launch (< 100% of target): The launch is deemed unsuccessful. Users may manually claim their committed BIO and pledged BioXP points via the Platform. No tokens are issued, and no liquidity pool is created.
Fully Funded Launch (= 100% of target): The launch is deemed successful. All contributed BIO is automatically paired with $Token to form an initial liquidity pool on a supported AMM. Users may claim their $Token allocation via the Platform.
Oversubscribed Launch (> 100% of target): Token allocations are distributed pro rata based on the amount of BioXP pledged by each user relative to total BioXP pledged in the sale. Any excess BIO or unutilized BioXP not applied toward the final allocation shall be manually claimable by the user via the Platform.
2.1.4 Manual Claiming of Assets
Users are solely responsible for manually claiming any BIO refunds, unused BioXP, or allocated Tokens via the Platform’s user interface following the conclusion of a token launch. Failure to manually claim such assets within any applicable claim period specified by BIO.XYZ may result in forfeiture of the unclaimed assets, without liability to BIO.XYZ.
2.1.5 No Custody; Third-Party Smart Contracts
BIO.XYZ does not at any time take custody of users’ BIO, $Token, or BioXP. All transactions are executed via autonomous smart contracts on public blockchain networks. Users acknowledge and agree that BIO.XYZ does not control or audit third-party DEX protocols used for liquidity pool creation and is not responsible for any smart contract vulnerabilities, exploits, or failures, whether arising from the Platform or from such third-party protocols.
2.1.6 Launcher Disclaimer of Responsibility
BIO.XYZ makes no representation or warranty as to the success of any token launch, the future market value or utility of any $Token, or the continued operation of any third-party DEX or AMM protocol used in connection with the Launcher.
Participation in the Launcher is entirely at the user’s own risk, and BIO.XYZ shall bear no liability for any losses incurred arising from participation in token sales, liquidity pool creation, or interaction with third-party smart contracts.
The BioXP Point System (“BioXP”) is a non-transferable, non-financial, point-based incentive mechanism implemented within the Platform to encourage and reward user participation. BioXP points are purely utility-based within the Platform and may be used solely in connection with features designated by BIO.XYZ.
BioXP points do not constitute: (i) a security, commodity, financial instrument, derivative, or tokenized asset; (ii) legal or equitable ownership or any proprietary interest in BIO.XYZ or any affiliated entity; (iii) any right to profits, dividends, governance participation, voting, or decision-making authority in BIO.XYZ or any related project; or (iv) any entitlement to monetary value or redemption for fiat currency, cryptocurrency, or any other form of consideration.
2.2.1 Earning BioXP
Users may accrue BioXP points through activities determined by BIO.XYZ in its sole discretion, which may include, but are not limited to: (i) Staking BIO, including conversions of BIO to vote-escrowed BIO (“veBIO”); (ii) Staking ecosystem tokens, including $Token issued by affiliated BioDAO projects; (iii) Participation in token launches conducted via the Launcher; (iv) Social engagement and promotional activities, including actions on third-party platforms (e.g., activity on X/Twitter) as designated by BIO.XYZ; and (v) any other engagement activities specified by BIO.XYZ from time to time.
BIO.XYZ RESERVES THE EXCLUSIVE RIGHT TO DEFINE, MODIFY, OR DISCONTINUE THE METHODS BY WHICH BioXP POINTS ARE EARNED AT ANY TIME, WITHOUT PRIOR NOTICE OR LIABILITY.
2.2.2 Use of BioXP in Token Launches
In the event that a token launch conducted via the Launcher is oversubscribed, BioXP shall be used to determine allocation priority among participants. Users pledging higher BioXP relative to other participants may receive preferential allocations of $Token, subject to the rules of each individual token launch.
2.2.3 Reduction and Forfeiture of BioXP
BioXP points may decrease or be forfeited in part or in full if a user engages in disincentivized actions, including but not limited to: (i) the premature sale, transfer, or disposal of Tokens acquired through the Platform (“early selling”); or (ii) any conduct deemed by BIO.XYZ to be inconsistent with the intended purpose of the BioXP system.BIO.XYZ may enforce such reductions automatically through smart contract mechanisms or by administrative adjustment at its sole discretion.
2.2.4 Expiration of BioXP Points
BioXP points shall expire following a fixed validity period, which may range from seven (7) to ninety (90) days (or such other period as determined by BIO.XYZ in its discretion), unless renewed through continued qualifying activity on the Platform. Expired BioXP points shall be automatically removed from a user’s account balance and may not be reinstated or reclaimed.
2.2.5 No Transferability or Assignment
BioXP points are personal to the user and may not be sold, transferred, assigned, pledged, or otherwise disposed of to any third party, whether for value or otherwise.(b) Any attempted transfer, assignment, or trading of BioXP points shall be null and void and may result in the suspension or termination of the user’s account.
2.2.6 Modification and Termination
BIO.XYZ reserves the right, at its sole discretion and without notice or liability, to: (i) modify the BioXP system, including the methods of earning, reducing, and utilizing points; (ii) alter or remove incentives or benefits associated with BioXP; and (iii) discontinue or terminate the BioXP program entirely.
In the event of termination, all unredeemed or unused BioXP points shall automatically expire and shall have no further value.
2.2.7 Disclaimer of Liability
BIO.XYZ expressly disclaims any liability arising from or related to the accrual, reduction, expiration, or use of BioXP points. Users acknowledge that BioXP points are an in-platform participation metric with no financial or redeemable value and accept the risk of any modification, suspension, or termination of the BioXP system.
The Platform may provide functionality for users to stake BIO tokens and/or other ecosystem tokens (including tokens issued by affiliated BioDAOs) in designated smart contracts (the “Staking Mechanisms”) for purposes including, but not limited to: (i) accruing BioXP points; (ii) earning staking rewards, if and as determined by BIO.XYZ or third-party protocols; and (iii) gaining access to specific Platform features or token launches that require an active staking position.
Staking is facilitated exclusively through autonomous smart contracts deployed on public blockchain networks. BIO.XYZ does not provide custodial services, does not assume control of staked tokens, and does not execute transactions on behalf of users.
2.3.1 Non-Custodial Nature of Staking
All staked tokens remain at all times under the control of the user’s connected blockchain wallet. BIO.XYZ does not take possession or custody of staked tokens and cannot retrieve, freeze, or reverse staking transactions. Users bear sole responsibility for safeguarding the private keys and security credentials of their wallets and for initiating any staking, unstaking, or claiming transactions.
BIO.XYZ EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LOSS OF STAKED TOKENS DUE TO SMART CONTRACT VULNERABILITIES, USER ERROR, LOSS OF PRIVATE KEYS, OR MALICIOUS THIRD-PARTY ACTIVITY.
2.3.2 BIO to veBIO Conversion
Users may elect to lock BIO tokens for a fixed duration (e.g., fifty-two (52) weeks or such other duration as designated by BIO.XYZ) to receive vote-escrowed BIO (“veBIO”).
Nature of veBIO:
veBIO is non-transferable and cannot be sold, assigned, or otherwise disposed of.
veBIO represents a form of time-weighted voting power and/or staking weight within the Platform, which decreases linearly as the lock-up period approaches maturity.
Expiry and Conversion:
Upon the expiration of the lock-up period, veBIO may be manually converted back into an equivalent amount of BIO by the user through the Platform interface.
Failure to manually convert veBIO back to BIO may result in delayed access to the underlying BIO. BIO.XYZ bears no responsibility for unclaimed conversions.
BIO.XYZ may modify the lock duration, veBIO calculation method, or associated privileges at any time without liability or prior notice.
2.3.3 Staking of Tokens
The Platform may allow users to stake tokens issued by affiliated or third-party BioDAOs (“Tokens” or "Ecosystem Assets”) in designated smart contracts.Staking Tokens may result in the accrual of BioXP points, as determined by BIO.XYZ in its discretion.
Staked Tokens are subject to a mandatory two-week (14-day) unstaking period (or such other period as determined by BIO.XYZ) during which tokens are non-transferable and cease to accrue BioXP. Tokens cannot be withdrawn or otherwise utilized during this unstaking period.
Staked Tokens shall not confer governance rights or voting power within the issuing BioDAO unless explicitly enabled by that DAO’s team or governance processes.
2.3.4 Risk and No Guaranteed Returns
Staking is inherently experimental and involves interaction with autonomous blockchain smart contracts. BIO.XYZ does not guarantee: (i) any specific yield, reward, or rate of return on staked tokens; (ii) the future value or liquidity of staked tokens; or (iii) uninterrupted operation or security of staking smart contracts.
Users expressly acknowledge and accept that staking may result in partial or total loss of their staked tokens due to, among other risks: smart contract vulnerabilities or exploits; changes to blockchain network parameters; malicious attacks; regulatory actions; or user error (e.g., incorrect wallet interactions).
2.3.5 User Obligations and Acknowledgments on Staking
By participating in staking, users:
confirm that they understand the mechanics of staking and unstaking on blockchain-based smart contracts
accept that BIO.XYZ does not provide investment, legal, or tax advice regarding staking activities;
agree that they are solely responsible for all transactions and associated gas fees; and
waive any claims against BIO.XYZ arising from staking-related losses or adverse outcomes.
2.4 AI Agents
2.4.1 Definition of AI Agents
For the purposes of these Terms, “AI Agents” include any software, application, system, or program that employs artificial intelligence—such as machine learning, deep learning, natural language processing, or automated decision-making algorithms—to perform tasks, make decisions, or generate outputs on behalf of a User. AI Agents may:
function autonomously or semi-autonomously with or without ongoing User input,
interact with Users, external data, networks, or third-party services, and
fulfill designated objectives ranging from operational tasks to complex workflows.
This definition encompasses, without limitation: autonomous bots, intelligent virtual assistants, recommendation or decision engines, and similar systems that derive their capabilities from AI-based models or frameworks.
2.4.2 Acknowledgment of Risks and Emerging Technology
You understand and agree that AI Agents are experimental technologies subject to ongoing development and inherent limitations. AI Agents interactions may be unpredictable, unstable, and prone to error, malfunction, or unexpected outcomes. No assurance or guarantee is provided with respect to:
the quality, continuity, uptime, or availability of any AI Agent;
the absence of technical defects, vulnerabilities, or inaccuracies; or
the ability of AI Agents to meet any specific purpose, objective, or expectation.
Use of AI Agents is strictly at your own risk. Bio.xyz and the Platform disclaim all liability for any loss, harm, damages, costs, or adverse consequences suffered by you or any third party resulting from:
Your access to, use of, or reliance upon AI Agents;
the operation, malfunction, or behavior of any AI Agent (whether created by Bio.xyz or a third party); or
any AI Agent Outputs generated or performed as a result of User inputs or configurations.
You remain solely responsible for evaluating the appropriateness and suitability of AI Agent features for your own use and assume all risks associated with their reliance on such technologies.
USERS ACKNOWLEDGE AND AGREE THAT PARTICIPATION IN TOKEN LAUNCHES, BIOXP, AND STAKING INVOLVES INTERACTION WITH SMART CONTRACTS DEPLOYED ON PUBLIC BLOCKCHAIN NETWORKS AND MAY INTEGRATE THIRD-PARTY PROTOCOLS, INCLUDING DECENTRALIZED EXCHANGES. BIO.XYZ DOES NOT CONTROL, AUDIT, OR GUARANTEE THE PERFORMANCE, SECURITY, OR CONTINUED AVAILABILITY OF SUCH THIRD-PARTY PROTOCOLS AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF FUNDS, TOKENS, OR POINTS ARISING THEREFROM.
To access our Services, you must use non-custodial wallet software (“Wallet Software”), which allows you to interact with public blockchains. You acknowledge that we do not provide, control, or maintain the Wallet Software. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service (with respect to these Terms and Conditions and with respect to a third party wallet and the applicable terms of service of such third party). We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Services, you agree to be bound by these Terms and Conditions incorporated herein by reference.
Bio.xyz bears no responsibility for the security of your wallet or wallet credentials. You agree to immediately notify Bio.xyz if you discover or otherwise suspect any security issues arising from the Services.
You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using or accessing the Services. By using the Services, you also represent and warrant that (i) you are not subject to any sanctions administered by an agency of any government, (ii) you are not owned or controlled, directly or indirectly, by any person or entity that is subject to any sanctions administered by an agency of the U.S. Government, or any other government, and (iii) none of your officers, managers, directors, shareholders or authorized representatives are subject to any sanctions.
We may from time to time in the future modify, add, or remove services, regardless of whether such services are specifically defined in these Terms and Conditions. We reserve the right to make such changes at our sole discretion with reasonable notice to users.
You acknowledge that using our services involves certain risks, including but not limited to the potential loss of your digital assets. You should conduct your own independent research and seek professional advice before using our services. We reserve the right to refuse or cancel your participation for any reason at its sole discretion.
By accessing and using our Services you represent and warrant to us that:
You are at least 18 years old, or the legal age in your jurisdiction, with no legal impediment or incapability, capable of using the services and participating in any token distribution.
You have read and understood the risks of using the Services, and that you are solely responsible for your actions.
You are acting on your own account as principal and not as trustee, agent or otherwise on behalf of any other persons or entities.
You have had the opportunity to take legal, financial, accounting or other advice that you deem appropriate prior to using the Services.
You will only use the Services with legally obtained digital assets that belong to you, and with full legal and beneficial title to any such assets.
Your access to the Services may be restricted based on your jurisdiction or geographical location. You must not use the Services if you are located in or a citizen or resident of any state, country, territory or other jurisdiction in which use of the Services would be illegal or otherwise violate any applicable law (a "Restricted Territory"). We reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to the Services from any Restricted Territory, including, but not limited to, Algeria, Bangladesh, Bolivia, Belarus, Myanmar (Burma), Côte d’Ivoire (Ivory Coast), Egypt, Republic of Crimea, Cuba, Democratic Republic of the Congo, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Kuwait, Oman, Qatar, Somalia, Sudan, Syria, Tunisia, United Kingdom, United States, Venezuela, Yemen, Zimbabwe, or any jurisdictions in which the sale of cryptocurrencies are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; or any state, country, or region that is subject to sanctions enforced by the United States, such as the Specially Designated Nationals and Blocked Persons List (“SDN List”) and Consolidated Sanctions List (“Non-SDN Lists”), the United Kingdom, or the European Union (collectively, “Restricted Territories”);
You are not a resident of any restricted territory and have not used any technical means including any virtual private network (VPN) or other means to disguise or manipulate your geographical location to access the Services from a restricted territory; and
You represent that your access and use of the Services will fully comply with all applicable laws and regulations, and that you will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.
6. Obligation to Cooperate
Bio.xyz reserves the right, at its sole discretion, to conduct Know Your Customer (KYC) and Anti-Money Laundering (AML) checks on any User or Third Party Project that seeks to access, participate in, or engage with the Platform, its Services, or any Launchpad Activity.
Each User and Third Party Project expressly agrees to:
fully comply with any KYC/AML verification procedures or requests initiated by Bio.xyz;
promptly provide all documents, data, and information reasonably required to satisfy Bio.xyz’s due diligence and compliance obligations; and
ensure that all submitted information is true, accurate, current, and complete.
6.1 Use of Third-Party Service Providers
Bio.xyz may, in its discretion, appoint or engage independent third-party service providers to perform some or all KYC/AML checks on its behalf. By using the Platform, Users and Third Party Projects:
authorize Bio.xyz to share and transfer any KYC/AML-related data, documentation, or information with such appointed third-party providers;
acknowledge that such third-party providers may conduct verification in accordance with applicable legal and regulatory standards; and
consent to any processing, storage, and transfer of such information as required to fulfill compliance obligations.
6.2 Consequences of Non-Compliance or Adverse Results
Bio.xyz retains an independent and absolute right to:
suspend, restrict, or terminate any User’s or Third Party Project’s access to the Platform or participation in any Launchpad Activity;
declare any User or Third Party Project ineligible to engage in Platform Services or token launch activities; and
take any additional steps deemed necessary to comply with applicable laws, regulations, or internal compliance requirements, where such actions are based on (a) a failure to comply with any KYC/AML request, (b) insufficient or unverifiable information, or (c) adverse findings arising from KYC/AML checks.
6.3 Acknowledgment of Regulatory Requirements
Users and Third Party Projects understand and agree that KYC/AML checks are required to comply with global legal and regulatory standards, and may be mandatory irrespective of jurisdiction. Refusal or failure to comply with such checks will result in immediate disqualification from participation in any Platform Services, including any Launchpad Activity.
7.1 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 a certain percentage of the total token supply and launch, according to each project’s tokenomics
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.
7.2 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 Section 6.3.
7.5 Acknowledgments and Risks
By participating in token launches and related liquidity events, users acknowledge and agree that:
BIO.XYZ is not responsible for the pricing, depth, or performance of any AMM pool after deployment;
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;
liquidity provision in AMM pools involves risk, including impermanent loss, price volatility, and smart contract vulnerabilities; and
BIO.XYZ disclaims all liability for losses resulting from participation in AMM pools or related trading activities.
7.6 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.
By accessing and using the Services, you represent that you understand the financial and technical risks associated with using cryptographic and blockchain-based systems, including, to the extent that:
You understand that the markets for these digital assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation.
You understand that anyone can create fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly swap those or other tokens.
You understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed.
You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time.
You acknowledge that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Services.
You understand and agree to assume full responsibility for all of the risks of accessing and using the Services.
You understand that we do not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.
By using the Services, you acknowledge and agree, that:
We are not responsible for the operation of the blockchain-based software and networks underlying the Services;
that there exists no guarantee of the functionality, security, or availability of that software and networks; and
The underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services.
You understand that blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to digital assets on the Ethereum blockchain or other blockchain based network. If your private key(s) are lost, then you will not be able to transfer your digital assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the digital assets that you may hold.
You understand that our services and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability to continue providing our services.
You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Services.
You use the Services at your own risk. You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided.
You acknowledge that the information available in the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on or as part of the Services interface are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via or otherwise when using the Services.
By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets, including smart contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any digital asset.
You accept all consequences of using the Services, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing digital asset transactions, including entering into smart contracts.
You understand that you are responsible for all swaps you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous swaps that result from your errors.
You hereby acknowledge and agree that we will have no responsibility or liability for the risks set forth in this Section or inherent to the use of the Services.
You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against us and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section or inherent to the use of the Services.
You understand and acknowledge that before you use the Services, you should be familiar with any rules or laws relevant to the services provided.
You should obtain independent advice about the different types of services available in both your home jurisdiction and other relevant jurisdictions before you start using the Services. If your country of residence imposes restrictions on digital assets, we may be required to discontinue your access to the Services . We may not be permitted to transfer digital assets or permit the transfer of digital assets as a consequence of a judicial or administrative order or regulatory environment.
You are responsible for all taxes in respect of any gains obtained by using the Services. Before using our services you should understand the tax implications of acquiring, entering into, holding and disposing of a digital asset. You should consult your independent tax advisor to understand the relevant tax implications of your activities.
You understand that the use of the Services is exposed to regulatory and legal risk, and that the regulatory framework of digital assets may change or vary according to each jurisdiction. The effect of regulatory legal risk may affect the value of any digital asset. The laws of various jurisdictions may apply to digital assets listed in the Services. Applying these laws and regulations to digital assets is untested, and laws and regulations are subject to change without prior notice. As a result of regulation and legislation around digital assets, the Services may become or not be available in certain jurisdictions.
You understand that our Services may facilitate peer-to-peer transactions, over which we have no means of administrative or other control.
You understand that we have no ability to recover lost credentials or restore lost access to the wallet you use to access our Services.
You understand that we will not be a party to or in any way oversee any transaction between you and any other user or third party.
The Launchpad v2 interface allows the sale of tokens issued by external Projects in exchange for specified cryptocurrencies or tokens.
The information and contents of each Project and the nature and utility of tokens listed are the sole responsibility of the promoters of the Project, except when mentioned otherwise in the Project description.
You acknowledge that we have no responsibility whatsoever regarding the contents, representations and risks associated with the purchase or bid of any token or digital asset associated with each Project, or participating in any token sale or distribution using the Launchpad interface. You explicitly understand that we have not conducted any prior legal or technical, security or other assessment on the nature of the tokens listed through the Launchpad interface. We do not make any representations or warranties regarding any information, veracity, viability or any other claims regarding the tokens listed in the Launchpad. We are not registered in any Country’s regulatory body for the issuance of any tokens.
Participating in any Token Sale or distribution of tokens does not guarantee the acquisition or allocation of any tokens. Allocation decisions will be subject to the rules and processes defined by each Project and its promoters.
You agree and understand that: (a) all trades you submit through the Launchpad are considered unsolicited, which means that they are solely initiated by you; (b) you have not received any investment advice from us in connection with any trades.
You should decide to use the Launchpad, as well as which Project tokens to purchase only after due and careful consideration. You should determine whether a Project is appropriate in light of your experience in similar transactions, financial resources and other relevant circumstances. If you are unsure that the Project’s assets are suitable, you should obtain independent legal, tax or financial advice. Before using the Launchpad, you should obtain details of all commissions, fees and other charges.
10. Third Party Materials and Promotions
The Services interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Services.
We do not endorse or assume responsibility for such resources or promotions. If you access any such resources or participate in such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties.
You expressly relieve us of any liability arising from your use of any such resources or participation in any such promotions or marketing campaigns.
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activities in connection to your access and use of the Services:
Activities that infringe on or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under any law or jurisdiction.
Activities that seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
Activities that seek to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
Activities that violate any applicable law, rule, or regulation concerning the integrity of trading markets.
Activities that violate any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margin commodity products to retail customers in any applicable jurisdiction.
Activities that violate any applicable law, rule, or regulation concerning the transfer or export of goods and technologies that are subject to export controls and licensing in any applicable jurisdiction.
Activities that violate any applicable law, rule, or regulation in any jurisdiction, including (but not limited to) the restrictions and regulatory requirements.
We own all intellectual property and other rights associated with our services provided under these Services, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, Bio.xyz Labs software, databases, algorithms, and any templates, schemas, analytics, or derivative works derived therefrom. Nothing in these Terms transfers any ownership rights to you.
Any of our names, logos, and other marks used in the Services as a part of our services, are trademarks owned by us, our affiliates or its applicable licensors. You may not copy, imitate or use such trademarks without our, or the applicable licensor's prior written consent.
You acknowledge that certain aspects of our services may use, incorporate or link to certain open-source components and that your use of the services is subject to, and you will comply with, any applicable open-source licences that govern any such open-source components.
We own all proprietary portions of the Services, including all technology, content and other materials used, displayed or provided in connection with the Services, including all intellectual property rights therein, except for (i) third-party software that our Services incorporate and (ii) components subject to open-source licenses, and hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to access and use those portions of the Services that are proprietary and not available pursuant to the open-source licences.
The services are non-custodial. When you deposit digital assets into any smart contract, you retain control over those digital assets at all times. The private key associated with the Ethereum address from which you transfer digital assets is the only private key that can control the digital assets you transfer into the smart contracts. You may withdraw digital assets from any smart contract only to the Ethereum address from which you deposited the digital assets.
All intellectual property rights, including but not limited to trademarks, logos, and content, Projects and associated materials, are owned by their respective owners. Project teams retain ownership of UGC subject to the licence in Section 2. You agree not to reproduce, distribute, or use any intellectual property without prior written consent from the respective owner.
While using the Services, we collect and process personal data as necessary to provide our services, including your blockchain wallet address, completed transaction hashes and token IDs, in accordance with applicable data protection laws including GDPR where applicable.
We may also collect metadata related to your UGC for project uploads (e.g. file type, size, hash)
To comply with AML and KYC regulations, you may be required to provide personal information and documentation. We reserve the right to conduct AML and KYC checks on participants and may refuse participation to anyone who fails to meet the required standards. We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Services. For these purposes, we may share the information we collect with blockchain analytics providers. We share information with these service providers only as necessary to promote the safety, security, and integrity of the Services, subject to appropriate contractual safeguards and data protection requirements.
We engage third-party service providers who may process your personal information as our data processors, subject to appropriate data protection agreements. These providers may also obtain your information from publicly-available sources. By accessing and using the Services, you acknowledge our data processing practices and those of our service providers as detailed in our Privacy Policy.
For more information about our data practices, please review our Privacy Policy at https://Bio.xyz.xyz/privacy-policy, which is incorporated into these Terms by reference.
We reserve the right, in our sole discretion, from time to time, without prior notice, to modify, suspend or disable, temporarily or permanently, the Services in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
All modifications will be effective when they are posted, and your continued access or use of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Services. It is your responsibility to review them periodically.
We will not be liable for any losses suffered resulting from any modification to the Services or from any suspension or termination, for any reason, of your access to all or any services of the Services,
The Services are provided on an "as is" and "as available" basis, without any warranties or guarantees of any kind.The Services does not endorse or provide investment advice The Services shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with your participation in the Services
15.1 No Guarantee of Liquidity, Returns, or Performance
BIO.XYZ (“BIO”) expressly disclaims any and all representations, warranties, or guarantees regarding the liquidity, market value, performance, or functionality of any token (“$Token”) launched via the Platform or any associated decentralized exchange (“DEX”) liquidity pool. BIO does not warrant or guarantee that any secondary market for $Token will develop or remain liquid, or that any user will be able to sell, transfer, or otherwise dispose of tokens at any particular price or at all.
15.2 Non-Custodial and Decentralized Nature of the Platform
The Platform, including Launchpad V2 and associated smart contract systems, operates on a non-custodial, decentralized basis. BIO does not hold or control user funds, tokens, or private keys, and all transactions are executed directly by users interacting with autonomous smart contracts deployed on public blockchain networks.
Users acknowledge and agree that smart contracts used in connection with the Platform are unaudited unless expressly stated otherwise, and BIO provides no assurances as to their security, functionality, or continued operation.
15.3 Inherent Risks of Participation
Participation in token launches, staking, liquidity provision, or other Platform-related activities involves significant risks, including, but not limited to:
Loss of Funds: Contributions of BIO or other assets to token launches, staking contracts, or AMM pools may result in partial or total loss of funds.
Market Volatility: Tokens launched via the Platform are highly speculative and may experience rapid and extreme price fluctuations.
Technical or Smart Contract Failures: Vulnerabilities, bugs, exploits, or errors in smart contracts, blockchain networks, or associated infrastructure may lead to loss of assets or functionality.
Regulatory and Legal Risks: Changes in laws, regulations, or enforcement actions may impact the legality, availability, or operation of the Platform or tokens launched thereon, including potential restrictions on participation based on jurisdiction.
Third-Party Protocol Risks: Integration with decentralized exchanges, automated market makers, or other third-party protocols carries additional risks outside BIO’s control, including governance changes, protocol failures, or malicious activity.
Project-Specific Risks: Each token launch is managed by an independent project team. BIO does not control or guarantee any project’s development, roadmap execution, or compliance with representations made in connection with a launch.
Users expressly acknowledge and agree that they assume full responsibility for these and all other risks associated with their participation in Platform-related activities.
15.4 No Professional Advice
Nothing provided on or through the Platform constitutes financial, investment, legal, or tax advice. BIO does not provide recommendations or endorsements regarding any token launch or associated project.Users are solely responsible for conducting their own independent due diligence and consulting with appropriate professional advisors before participating in any token launch or related activity.
15.5 Limitation of Liability
To the maximum extent permitted by applicable law BIO shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of value, or loss of data, arising from or relating to participation in token launches, staking, or use of the Platform.
16.1 Right to Modify Terms and Platform Parameters
BIO reserves the sole and absolute right to amend, modify, update, or replace these Terms, any Platform parameters (including fee structures, staking mechanisms, and tokenomics requirements), or any other operational rules governing the Platform at any time, without prior notice and in its sole discretion.
Any such modifications shall be effective immediately upon posting of the updated Terms or relevant parameters on the Platform or associated interfaces, unless otherwise stated. Continued use of the Platform after such changes constitutes acceptance of the modified Terms.
16.2 Community Input and Governance Evolution
BIO may, but is under no obligation to, solicit community input or proposals regarding prospective changes to the Platform, including but not limited to:(i) governance participation rights (e.g., use of veBIO or other governance mechanisms); (ii) fee models and distribution mechanisms; (iii) staking lock durations and related parameters; and (iv) tokenomics disclosure standards.
Any community-driven governance processes implemented by BIO shall be advisory in nature unless expressly stated otherwise. BIO retains ultimate discretion over Platform design, functionality, and operation, including the right to override community input.
16.3 Termination and Suspension Rights
BIO reserves the right to suspend or terminate access to the Platform, in whole or in part, without liability, where necessary to comply with applicable law, respond to security or technical issues, or prevent unlawful, fraudulent, or abusive use of the Platform.
You will defend, indemnify, and hold us harmless our Affiliates, and its Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to:
Your use of, or conduct in connection with, the Services;
Blockchain assets associated with your blockchain address;
Any feedback or user content you provide to the Services if any;
Your violation of these Terms; or
Your infringement or misappropriation of the rights of any other person or entity.
If you are obliged to indemnify any Indemnified Party, we will have the right, in our sole discretion, to control any action or proceeding (including the right to select counsel of our choice) and to determine whether we wish to settle, and if so, on what terms. To the maximum extent permitted under applicable law, the Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim all responsibility and liability for:
The Services will be accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Services information is at your own risk;
You expressly acknowledge that the Indemnified Parties are not liable for loss or damage caused by another user's conduct, unauthorised actors, or any unauthorised access to or use of the Services, including the Projects and its promoters;
Viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of the Services
Bio.xyz will not be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or nonperformance of the Services, Projects listed therein or any Token exchange, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we had been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.
This limitation of liability shall apply to the fullest extent permitted by law.
You expressly agree that you assume all risks concerning your access to and use of the Services. Additionally, you expressly waive and release us from any liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Services.
These Terms will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
These Terms shall be governed by and construed in accordance with the laws of Switzerland.Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland.