Terms of Use

1. Operator and Contracting Party

At the time of these Terms, Vibestarter does not yet have an incorporated operating entity. The platform is operated by an individual founder resident in Luxembourg, acting as promoter for a Luxembourg operating entity to be formed as soon as first positive cash flow permits. The promoter's identity and intent are recorded in a timestamped on-chain declaration.

By using the platform, you consent to the assignment of these Terms and any contractual rights or obligations arising under them to the successor Luxembourg entity upon its formation. You will not be required to re-accept these Terms solely by reason of that assignment.

2. What Vibestarter Is

Vibestarter is a permissionless crowdfunding platform on the Base network. It provides infrastructure — smart contracts and an interface — for founders to launch time-released funding campaigns and for backers to contribute ETH in exchange for project tokens. Vibestarter is non-custodial: smart contracts hold contributions in escrow, and no operator holds a withdrawal key over your funds. All value-moving transactions are signed by your own wallet.

3. Eligibility and Restricted Persons

By using the platform, you represent and warrant that:

• You are at least 18 years old and legally able to enter into binding agreements in your jurisdiction.
• You are not a United States person (as defined under Regulation S of the U.S. Securities Act of 1933, as amended) and are not acting for the account or benefit of any U.S. person.
• You are not resident in, a citizen of, or accessing the platform from any jurisdiction on the Vibestarter restricted-jurisdictions list, which presently includes: the United States, Cuba, Iran, North Korea (DPRK), Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, Russia, and China.
• You and any wallet you use are not subject to, or designated on, any applicable sanctions list (including OFAC SDN, EU Consolidated, UK OFSI, or equivalent).
• You accessed the platform on your own initiative and were not targeted by paid advertising or active solicitation by the operator in your jurisdiction.

The platform enforces these restrictions via IP-based geoblocking and on-chain wallet sanctions screening. Circumventing these controls (for example, by using a VPN) is a breach of these Terms; the operator bears no liability for consequences of such circumvention.

4. Reverse Solicitation

The platform is not directed at residents of the European Union, the United States, or any other jurisdiction where access would require authorisation, registration, or disclosure that the operator has not obtained. If you access the platform from such a jurisdiction, you confirm that you are doing so on your own initiative and that the operator has not marketed the platform to you.

5. Nature of Activity — Not Financial Services

The platform does not:

• Custody client funds, fiat, or crypto-assets.
• Operate a trading platform, matching engine, or order book.
• Provide exchange, brokerage, clearing, or settlement services.
• Offer investment advice, portfolio management, or personalised recommendations.
• Hold any licence or authorisation as a credit institution, investment firm, crypto-asset service provider, payment institution, electronic-money institution, or collective-investment-scheme operator.

Contributions to raises on the platform are not investments. Tokens received are not securities, not shares, and not deposits. No party guarantees their value, liquidity, or future utility. See the Risk Disclosure for detailed risk information.

Under EU Regulation 2023/1114 (MiCA), Article 4(2)(d), public offerings of crypto-assets whose total consideration in the Union is below €1,000,000 over 12 months are exempt from the whitepaper publication requirement. Raises on the platform are conducted in reliance on that exemption (and other applicable exemptions).

6. Data Screening

By using the platform, you acknowledge and consent to on-chain sanctions screening of your wallet against the Chainalysis Sanctions Oracle. Wallets returning a positive match are blocked from all gated actions. Screening results, including blocks, are logged for audit purposes.

7. Funding Mechanics (Backers)

When you contribute to a raise, you acknowledge:

• Your contribution is held in a smart-contract escrow on Base. No operator holds a withdrawal key.
• If the raise succeeds, 15% of raised ETH and 15% of the token supply are added to an Aerodrome liquidity pool, and the LP tokens are permanently burned (sent to 0x000…dEaD) — irrecoverable by any party.
• The remaining 85% of raised ETH is released to the founder over 6 months: 10% immediately, then 15% monthly, each tranche subject to a 72-hour challenge window during which backers holding sufficient supply may file a challenge.
• Project tokens allocated to backers are claimable immediately after raise finalisation via merkle proof.
• If the raise fails (does not reach its goal), you may claim a refund of your ETH contribution.
• If a challenge is upheld as malicious, the campaign may be frozen and backers may claim pro-rata refunds of unreleased ETH via merkle proof.

8. Founder Responsibilities

Founders launching raises on the platform are bound by the separate Founder Raise Terms. Founders are solely responsible for their projects, their disclosures, and their compliance with applicable law. The operator does not verify, endorse, or guarantee any founder, project, or outcome beyond the technical and moderation checks described on the platform.

9. Platform Fees

The platform deducts a 2.5% fee from each ETH tranche payout to a founder (so the founder receives 97.5% of each tranche). The platform also receives a 0.5% token-side fee at raise launch on standard raises. These fees accrue to a platform multisig wallet on Base and are used solely for platform operations until the successor Luxembourg entity is formed.

10. Content Moderation

The operator reserves the right to review, approve, moderate, hide, or remove raise listings on the platform for any reason consistent with platform rules, including but not limited to fraud, impersonation, illegal content, or sanctions risk. Moderation actions do not cure any underlying legal obligations the founder or their backers may have.

11. No Investment Advice

Nothing on the platform constitutes investment, financial, legal, or tax advice, or a recommendation to contribute to any raise. Information is provided for informational purposes only. You should consult qualified professionals before making any financial decisions. You are solely responsible for your own due diligence.

12. Limitation of Liability

To the maximum extent permitted by law, the operator and any successor entity shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from your use of the platform, including without limitation loss of funds, loss of profits, smart-contract failures, or loss of data. The platform is provided “as is” without warranties of any kind. Nothing in this clause limits or excludes liability that cannot be limited or excluded under mandatory applicable law, including for gross negligence, fraud, or consumer-protection rights.

13. Indemnity

You agree to indemnify and hold harmless the operator and its successors from and against any claim, loss, liability, or expense (including reasonable legal fees) arising from your breach of these Terms, your breach of applicable law, your misuse of the platform, or your misrepresentation of your eligibility under §3.

14. Governing Law and Jurisdiction

These Terms are governed by the laws of Luxembourg. Any dispute arising out of or in connection with these Terms shall be submitted to the competent courts of the District of Luxembourg, subject to any mandatory consumer-protection provisions applicable to your residence.

15. Modifications

The operator may modify these Terms. Material changes will be versioned and will require re-acceptance at the next platform action requiring a signature. Your prior signed acceptances remain on record.

16. Contact

For questions about these Terms, contact the operator on X (Twitter) at @vibestarterxyz. For privacy / data-subject-rights requests see the Privacy Policy.