Terms and Conditions

1) General

These terms and conditions (“Terms”) govern the use of the Site (defined below) and the Services (defined below). These Terms also include any guidelines, announcements, additional terms, policies, and disclaimers made available or issued by us from time to time. These Terms constitute a binding and enforceable legal contract between Subme. and its partners and you, an end-user of the services ( “you” or “User” ) at https://www.subpad.io/ (“Services”). By accessing, using or clicking on our website (and all related subdomains) or its mobile applications (“Site”) or accessing, using or attempting to use the Services, you agree that you have read, understood, and are bound by these Terms and that you comply with the requirements listed herein. If you do not agree to all of these Terms or comply with the requirements herein, please do not access or use the Site or the Services. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

We may modify, suspend or discontinue the Site or the Services at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Any and all modifications or changes to these Terms will become effective upon publication on our Site or release to Users. Therefore, your continued use of our Services is deemed your acceptance of the modified Terms and rules. If you do not agree to any changes to these Terms, please do not access or use the Site or the Services. We note that these Terms between you and us do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, our privacy policy which can be viewed at the “Privacy Policy” link at the bottom of our Site, platform rules, guidelines and all other agreements entered into separately between you and us are deemed supplementary terms that are an integral part of these Terms and shall have the same legal effect. Your use of the Site or Services is deemed your acceptance of any supplementary terms too.

2) Eligibility

By registering to use a Subme account (“Account”) or using the Services, you represent and warrant that:

  1. as an individual, legal person, or other organization, you have full legal capacity and authority to agree and bind yourself to these Terms;
  2. you are at least 18 or are of legal age to form a binding contract under applicable laws;
  3. your use of the Services is not prohibited by applicable law, and at all times compliant with applicable law, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing (“CTF”);
  4. you have not been previously suspended or removed from using our Services;
  5. you do not currently have an existing Account;
  6. if you act as an employee or agent of a legal entity and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and
  7. you are solely responsible for use of the Services and, if applicable, for all activities that occur on or through your user account.

3) Identity verification

Given that Subpad is a permissionless and fully decentralized platform (over 10 smart contracts are involved) for token sales, we have no role in enforcing anti-money laundering (“AML”) and know-your-customer checks (“KYC”) by default. We, however, understand the need for some token projects to require AML and KYC procedures on their token sale participants and we do provide some AML and KYC tools for fundraising entities using Subpad to enforce such procedures on their users, if the token projects choose to do so at their own discretion. The token projects will determine whether any user will satisfy the AML and KYC procedures at their absolute sole discretion.

Please note that we cannot control, nor will we be liable or responsible for, the AML and KYC procedures to be conducted by the token projects, the safekeeping of any AML and KYC documentation or a breach of any AML and KYC laws, rules or regulations thereof, or any other act or omission pertaining to it and any token project’s compliance with applicable privacy laws or regulations. We advise you to read our privacy policy and the respective privacy policy of any relevant third party and use your best discretion.

We and our affiliates may, but are not obligated to, collect and verify information about you in order to keep appropriate record of our customers, protect us and the community from fraudulent users, and identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for other lawful purposes.

All customers who wish to use the Services are required to establish an Account by:

  1. providing your name, email address, phone number and country of residence;
  2. certifying that you are 18 years or older;
  3. accepting the terms of use and privacy policy; and
  4. verifying your identity by submitting the following documentation (Subpad reserves the right to request additional information as needed): a government-issued ID with your full name, date of birth and social security number (or identification number); an address proof stating your current physical address; and a selfie picture from your webcam or mobile phone.

Notwithstanding the above minimum verification procedures, we may require you to provide or verify additional information before permitting you to use any Service. [Only one User can be registered at a time, but each individual User (including any User that is a business or legal entity) may maintain only one main Account at any given time.] We may refuse, in its sole discretion, to open an Account for you. We may also:

  1. suspend, restrict, or terminate your access to any or all of the Services;
  2. deactivate or cancel your Account; or
  3. blacklist you from opening any future Accounts with us, if we reasonably suspect you of using your Account in connection with any prohibited use or business; your use of your Account or our Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; or you take any action that we deem as circumventing our controls, including, but not limited to, opening multiple accounts or abusing promotions which we may offer from time to time.

In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed. You also authorize us to share your submitted information and documentation to third parties to verify the authenticity of such information. We may also conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud, and to take necessary action based on the results of such investigations. We will collect, use and share such information in accordance with our privacy policy.

After registration, you must ensure that the information is true, complete, and timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction, directly delete the relevant information, and as the case may be, terminate all or part of the Services we provide for you. You shall be fully liable for any loss or expense caused to us during your use of the Services. You hereby acknowledge and agree that you have the obligation to keep all the information accurate, update and correct at all times. We reserve the right to confiscate any and all funds that are found to be in violation of relevant and applicable AML or CFT laws and regulations, and to cooperate with the competent authorities when and if necessary.

4) Restrictions

  1. You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may NOT:
    1. Use the Services in any dishonest or unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms;
    2. Violate applicable laws or regulations in any manner;
    3. Infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets of Subpad;
    4. Use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or computer code designed to adversely affect the operation of any computer software or hardware;
    5. Use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy, monitor, replicate or bypass the Site or the Services;
    6. Make any back-up or archival copies of the Site or any part thereof, including disassembling or de-compilation of the Site;
    7. Violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using the Services;
    8. Use the Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
    9. Attempt to access any part or function of the Site without authorization, or connect to the Site or Services or any Subpad servers or any other systems or networks of any the Services provided through the services by hacking, password mining or any other unlawful or prohibited means;
    10. Probe, scan or test the vulnerabilities of the Site or Services or any network connected to the properties, or violate any security or authentication measures on the Site or Services or any network connected thereto;
    11. Reverse look-up, track or seek to track any information of any other Users or visitors of the Site or Services;
    12. Use any devices, software or routine programs to interfere with the normal operation of any transactions of the Site or Services, or any other person’s use of the Site or Services; or
    13. Forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Subpad or the Site.
  2. By accessing the Services, you agree that we have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice.

5) Subpad Services and Staking

We provide a staking or deposit service in which Users can delegate or deposit their SUB tokens or SUB-LP tokens to receive xSUB in exchange for a share of rewards on the Subpad platform. You will input the amount of SUB and/or SUB-LP tokens to be staked on the platform. Once the staking instructions are confirmed, the system will record such instructions. When the Subpad Site connects with your BNB wallet, you will be able to view your tier based on the number of xSUB held in your wallet. We note that xSUB is a ‘score’ that is calculated based on the amount of SUB and/or SUB-LP tokens that you stake, together with, the period of your lock-up time of such SUB and/or SUB-LP tokens on Subpad’s staking protocol.

You acknowledge that we cannot promise or guarantee a certain amount of the reward received from staking your SUB and/or SUB-LP tokens in order to engage in any fundraising project event. You shall conduct your own due diligence work in relation to each fundraising project and fully understand the significant information and conditions prior to participating in such an event such as the allocation date, the underlying technology, the features and functions of such project tokens.

You further acknowledge and agree that we have sole discretion to reject your participation in staking, in the event that you are unable to fulfill your identity verification requirements or for any other suspicious activity detected while participating in our Services.

In the event that you wish to unstake or withdraw your xSUB and gain the reward, you will be provided with unstaking instructions through our Site. You acknowledge and agree that when you unstake your SUB and/or SUB-LP tokens, you can only unstake the whole of your SUB and/or SUB-LP tokens in its entirety (i.e. 100% of the relevant tokens). The delivery time of such unstaked SUB or SUB-LP tokens into your BNB wallet may vary based on time of day of the request and execution. You further acknowledge and agree that once you unstake your entire SUB and/or SUB-LP tokens, your balance of xSUB will revert back to zero and you will no longer:

  1. maintain the Tier level that you had previously been allocated,
  2. receive any benefits or rewards associated with your previous xSUB Tier, or
  3. have any access to upcoming IDO fundraising projects.

We shall not be liable for any losses caused by timing differences associated with the actual delivery of any IDO tokens. You acknowledge and agree that we reserve the right to amend any terms related to any specific staking protocol implemented by us at any time in our sole discretion. We shall not be liable for any losses due to your misunderstanding of the terms and conditions of our staking protocol terms and changes to such terms. We shall also not be liable for any third party intrusions, unauthorized access, hacks or attacks on Subpad’s staking protocol that may result in a complete loss of funds that a xSUB user may incur during the staking of SUB and/or SUB-LP tokens. You acknowledge and agree that staking your SUB and/or SUB-LP tokens potentially carries a degree of such risk and may lead to a loss of value of your SUB and/or SUB-LP tokens.

6) Termination

  1. Subme may terminate, suspend, or modify your access to the Services, or any portion thereof, immediately and at any point, at its sole discretion.
  2. Subme will not be liable to you or to any third party for any termination, suspension, or modification of your access to the Services.
  3. Upon termination of your access to the Services, these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

7) Disclaimers

  1. OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES.
  2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. SUBPAD DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, INCLUDING MOBILE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING THERETO. SUBPAD DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR ANY MATERIALS OF SUBPAD ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF SUBPAD OR ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:
    1. ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Subpad OR ITS AFFILIATES;
    2. ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE OR SERVICES, OR IN CONNECTION WITH THIS AGREEMENT;
    3. ANY INACCURACY, DEFECT OR OMISSION OF ANY DATA OR INFORMATION ON THE SITE;
    4. ANY ERROR, DELAY OR INTERRUPTION IN THE TRANSMISSION OF SUCH DATA;
    5. ANY DAMAGES INCURRED BY ANY ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS BY ANY THIRD PARTIES; OR
    6. ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY Subpad.
  4. EVEN IF Subpad KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF OUR GROSS NEGLIGENCE, ACTUAL FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW OR EXCEPT IN JURISDICTIONS THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS PROVISION WILL SURVIVE THE TERMINATION OF THESE TERMS.
  5. WE MAKE NO WARRANTY AS TO THE MERIT, LEGALITY OR JURIDICAL NATURE OF ANY TOKEN SOLD ON OUR PLATFORM (INCLUDING WHETHER OR NOT IT IS CONSIDERED A SECURITY OR FINANCIAL INSTRUMENT UNDER ANY APPLICABLE SECURITIES LAWS).

8) Intellectual property

All present and future copyright, title, interests in and to the Services, registered and unregistered trademarks, design rights, unregistered designs, database rights and all other present and future intellectual property rights and rights in the nature of intellectual property rights that exist in or in relation to the use and access of the Site and the Services are owned by or otherwise licensed to Subpad. Subject to your compliance with these Terms, we grant you a non-exclusive, non-sub license, and any limited license to merely use or access the Site and the Services in the permitted hereunder.

Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to our or any other third party’s intellectual rights.

If and to the extent that any such intellectual property rights are vested in you by operation of law or otherwise, you agree to do any and all such acts and execute any and all such documents as we may reasonably request in order to assign such intellectual property rights back to us.

You agree and acknowledge that all content on the Site must not be copied or reproduced, modified, redistributed, used, created for derivative works, or otherwise dealt with for any other reason without being granted a written consent from us.

Third parties participating on the Site may permit us to utilize trademarks, copyrighted material, and other intellectual property associated with their businesses. We will not warrant or represent that the content of the Site does not infringe the rights of any third party.

9) Independent Parties

Subpad is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership or franchise between the parties.

10) Indemnification

  1. You agree to indemnify and hold harmless Subpad and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors from and against any potential or actual claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to:
    1. your use of, or conduct in connection with, the Site or Services;
    2. your breach or our enforcement of these Terms; or
    3. your violation of any applicable law, regulation, or rights of any third party during your use of the Site or Services.
  2. If you are obligated to indemnify Subpad and its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors pursuant to these Terms, Subpad will have the right, in its sole discretion, to control any action or proceeding and to determine whether Subpad wishes to settle, and if so, on what terms.
  3. Your obligations under this indemnification provision will continue even after these Terms have expired or been terminated.

11) Confidentiality

  1. You acknowledge that the Services contain Subpad and its affiliates’ trade secrets and confidential information. You agree to hold and maintain the Services in confidence, and not to furnish any other person any confidential information of the Services or the Site.
  2. You agree to use a reasonable degree of care to protect the confidentiality of the Services. You will not remove or alter any of Subpad or its affiliates’ proprietary notices.
  3. Your obligations under this provision will continue even after these Terms have expired or been terminated.

12) Anti-Money Laundering

Subpad expressly prohibits and rejects the use of the Site or the Services for any form of illicit activity, including money laundering, terrorist financing or trade sanctions violations. By using the Site or the Services, you represent that you are not involved in any such activity.

13) Force Majeure

Subpad shall have no liability to you if it is prevented from or delayed in performing its obligations or from carrying on its Services and business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, an act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation, or direction.

14) Jurisdiction and Governing Law

  1. The parties shall attempt in good faith to mutually resolve any and all disputes, whether of law or fact, and of any nature whatsoever arising from or with respect to these Terms.
  2. These Terms and any dispute or claim arising out of or in connection with the Services or the Site shall be governed by, and construed in accordance with, the laws of the Gibraltar jurisdiction.

15) Severability

  1. If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect.
  2. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

16) Notices

All notices, requests, demands, and determinations for us under these Terms (other than routine operational communications) shall be sent to team@subpad.io.

17) Assignment

You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including any right or obligation related to the enforcement of laws or the change of control. We may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

18) Third Party Rights

No third party shall have any rights to enforce any terms contained herein.

19) Third Party Website Claimer

Any links to third party websites from our Services does not imply endorsement by us of any product, service, information or disclaimer presented therein, nor do we guarantee the accuracy of the information contained on them. If you suffer loss from using such third party product and service, we will not be liable for such loss. In addition, since we have no control over the terms of use or privacy policies of third-party websites, you should carefully read and understand those policies.

BY MAKING USE OF OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF ENCRYPTED OR DIGITAL TOKENS OR CRYPTOCURRENCIES WITH A CERTAIN VALUE THAT ARE BASED ON BLOCKCHAIN AND CRYPTOGRAPHY TECHNOLOGIES AND ARE ISSUED AND MANAGED IN A DECENTRALIZED FORM ("DIGITIAL CURRENCIES"); (B) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES; AND (C) SUBPAD SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. AS WITH ANY ASSET, THE VALUES OF DIGITAL CURRENCIES ARE VOLATILE AND MAY FLUCTUATE SIGNIFICANTLY AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSS WHEN PURCHASING, HOLDING OR INVESTING IN DIGITAL CURRENCIES.