Terms of Service

Last updated: [DATE]

These terms are a contract between you and C-Suite Fun, LLC, a Delaware company ("we", "us", "C-Suite"). They cover the C-Suite web site at csuite.fun and every page, API and bot we run under that name (together, "the site"). By using the site you agree to them. If you do not agree, do not use the site.

Three things to know before anything else:

The site is an interface to public smart contracts. It does not hold your money. Every seat, coin, Stock Token and payout lives in a wallet you control or in a contract on a public blockchain. We cannot reverse a transaction, recover a wallet, or move what is in a contract.
Nothing on the site is investment, legal or tax advice, and nothing here promises that anything will be worth anything.
You can lose everything you put in. Read the Risk Disclosure before you mint, trade or launch. It is part of these terms.

1. Who may use the site

1.1 You must be at least 18 years old, or the age of majority where you live if that is higher.

1.2 You must not be a person, or act for a person, that is on a sanctions list maintained by the United States, the European Union, the United Kingdom or the United Nations, or be located in, or ordinarily resident in, a country or territory that is the subject of comprehensive sanctions.

1.3 Stock Tokens have their own eligibility rules, and they are not ours. A Stock Token is issued by a third party (on Robinhood Chain, Robinhood Assets (Jersey) Ltd; on Base, Coinbase). The issuer's terms restrict who may hold them: at the time of writing, Robinhood's Stock Tokens may not be held by persons in the United States, Canada, the United Kingdom, Switzerland, the United Arab Emirates [REVIEW: the UAE is in our record of the prospectus, not on the issuer's public restricted-jurisdictions page; confirm against the issuer's current list] or any sanctioned jurisdiction, and the issuer's list is at https://docs.robinhood.com/rhj/restricted-jurisdictions. Coinbase Tokenized Stocks (the product's own name) are likewise not available to persons in the United States. By minting, redeeming or trading in a collection that uses a Stock Token you represent that you are not a "U.S. Person" under Regulation S of the U.S. Securities Act, and that you are not in, or resident in, a place where the issuer restricts its Stock Tokens. You are responsible for knowing whether you may hold the Stock Token a collection uses. We may restrict Stock Token features by location, ask you to confirm your eligibility, or refuse or remove them, at any time. [COUNSEL: whether we must geofence the site to mirror the issuer's restrictions (open question B6), and whether this attestation is enough where we do not — the attestation is the pattern a peer integrating the same issuer's tokens publishes; the answer decides whether it stays a warranty or becomes a block.]

1.4 By using the site you confirm that 1.1 to 1.3 are true of you, and that using the site is lawful where you are. We may refuse, limit or end your use of the site if we believe any of them is not.

2. Your wallet is yours

2.1 You use the site with a self-custody wallet (a browser extension, a mobile wallet, or a wallet connected through WalletConnect). We never hold your keys, your seed phrase or your funds, and we cannot recover any of them. If you lose your keys, you lose what they control, and we cannot help.

2.2 Signing in is a signature over the sentence the site shows you. It costs nothing, moves nothing, and authorises no transaction. Every transaction that moves value is one you sign yourself, in your own wallet, after your wallet shows you what it does.

2.3 Your wallet software is made by somebody else, under their terms. So are WalletConnect and any bridge or cross-chain tool the site offers a button for. We are not responsible for them.

3. What the site is, and what it is not

3.1 The site is a web interface to smart contracts on a public blockchain (Robinhood Chain today; possibly Base later). It shows you what the contracts hold, helps you build transactions, and records what happens on the chain so pages load quickly. Anyone can use the contracts without the site, and we neither stop that nor host it.

3.2 We are not a broker, dealer, exchange, custodian, investment adviser, money transmitter, bank or issuer. We do not issue Stock Tokens, and we do not hold, sell or recommend them. We do not make a market in anything.

3.3 We are not affiliated with Robinhood, Coinbase, Uniswap, Telegram, X, or any company whose stock a Stock Token tracks. A collection themed on a public company is a fan work by its creator, and nothing on the site is endorsed by, sponsored by or connected to that company. Company names are used to identify which Stock Token a collection uses and for nothing else. [REVIEW: Product to confirm this sentence matches how tickers appear on the collection pages.]

3.4 The site may be unavailable, slow or wrong. The blockchain, the Stock Token's issuer, the wallet you use and the chain's operator are outside our control, and each can stop or change what the contracts can do (see the Risk Disclosure, sections 3 and 4).

4. How a launch works

This section describes the contracts as deployed. If these terms and the contracts ever disagree, the contracts do what they do, and these terms do not change that.

4.1 A token. A creator launches a token: a collection of seats (each seat is one C-Suite NFT) and a coin, paired in a trading pool against the pair token the collection names (a Stock Token, or another token we list). The pool is created by the contracts with the money the mint raised.

4.2 Minting a seat. A seat costs the amount shown on the mint page, paid in the pair token, plus a mint fee paid in the chain's own currency (ETH). Both are shown on the page before you confirm, and both are fixed for that collection when it is deployed. You need to hold the pair token before you mint; the site can show you a way to swap for it, and that swap is a trade on a public pool at that pool's price. Gas is yours.

4.3 The minimum and the cap. Each collection has a minimum number of seats and a cap. The mint runs for a long window while it is short of its minimum. The first mint that reaches the minimum starts a short last-chance window, and the pool opens when that ends, even if the cap sells out earlier. A mint that never reaches its minimum fails. Both windows, the minimum and the cap are shown on the page before you mint.

4.4 If the mint fails, every minter is refunded in full through the contract: the seat price in the pair token and the mint fee in ETH. The refund is one you claim from the contract (it is not sent to you), and gas is yours. See the Refund Policy.

4.5 If the mint succeeds, the raise goes into the pool and does not come back as a refund. From that moment a seat's exit is a redemption (4.9), not a refund.

4.6 Your seat's payout choice. When you mint you choose how each seat is paid its share of fees: all in the coin, all in the pair token, or half and half. The choice is written into the seat when it is minted, can never be changed, and travels with the seat if you sell it. Anyone can read a seat's choice before buying it.

4.7 Fees on trades. Every trade in the pool pays a fee, shown next to the quote before you trade. For the first seconds after the pool opens the fee starts very high and falls in a straight line to its resting rate; the page shows the current rate. The fee is split between the seats, the creator and the platform in fixed proportions written into the collection's contracts when it is deployed. [REVIEW: Product to confirm the split is shown on the collection's page; if it is not, either show it there or state it here.] The seats' part is paid to seat holders in the currencies their seats chose; the creator's and the platform's parts are paid in the pair token.

4.8 Payouts are pushed, and you can also claim. We run a job that pays seat holders, the creator and the platform what the contracts owe them, on a schedule we set and above a minimum amount we set; we may change both at any time. Amounts under the minimum wait and are not forgotten. You can claim what you are owed yourself at any time. A holder whose wallet cannot receive a payment (for example, a wallet the Stock Token's issuer has blocklisted, or during an issuer pause) keeps what they are owed until it can be paid; nothing is forfeited or redivided.

4.9 Redeeming a seat. A seat cannot be redeemed in the first [LOCK PERIOD] after the pool opens, and after that only once trading in the pool has gone quiet, as set out below. Redeeming burns the seat and pays the holder back the whole amount of the pair token that seat put into the pool, in one payment, to the wallet that calls; less, if the pool holds less than it should (for example after the issuer has destroyed part of it), in which case what is left is shared by the seats still in. Nothing is held back and nothing is paid later. A redemption is not a trade and does not move the pool's price. While the issuer has paused the Stock Token, redemptions wait. A holder whose wallet the issuer has blocklisted cannot redeem while blocklisted; their seat can still be sold and still earns.

When redemption opens. From [LOCK PERIOD] after the pool opens, the contract compares the amount of the pair token traded through the collection's own pool in the last [TRADING WINDOW], buying and selling both, with a cutoff. As soon as that amount is below the cutoff, redemption opens for every seat in the collection and stays open for good, however much trading follows; nobody has to do anything to open it. The cutoff starts at a multiple of the raise (the pair token the mint put into the pool) and doubles with every doubling period that passes from the moment the pool opens; it has no ceiling. A collection's starting cutoff and doubling period are shown on its page once its pool has opened, and both are fixed for that collection when it is deployed and cannot be changed. Days are counted in periods of [DAY LENGTH] from the moment the pool opens, and "the last [TRADING WINDOW]" means the last [TRADING WINDOW DAYS] full ones. Every trade through the pool counts, whoever makes it; a redemption does not. There is no date by which redemption must open: while trading in the pool keeps pace with the cutoff, it stays shut.

4.10 Nobody holds the coin at the first second. The whole coin supply goes into the pool. Nobody, including us and the creator, is handed coin. Seat holders receive fees in the coin if their seat chose it. Anyone who wants the coin buys it from the pool on the same terms as everyone else.

4.11 Resale royalties. The collection's contract declares a royalty on resales (ERC-2981), split the same way as trading fees. Whether a marketplace pays it is that marketplace's choice.

4.12 The pool is permanent. No one can withdraw the pool, move it or rebalance it, including us. It shrinks only by redemptions (4.9).

5. Fees we charge

5.1 The mint fee (4.2) is paid in ETH on top of the seat price. When the mint succeeds it goes to the platform, less any referral share (section 6). When the mint fails it is refunded (4.4).

5.2 The platform fee is what a creator pays to launch a token through the site. It is paid in ETH by a plain transfer to the address the site names, at the amount the site quotes at that moment, before the launch. The fee is read live from the launch contract and may change; a fee paid at one amount buys a launch whether the amount later rises or falls, and nothing is owed or refunded either way. The platform fee is not refunded if your mint fails. [REVIEW: this is what is built today. Whether the platform fee should be refunded when a mint fails is an open decision of the owner's (product/business-model.md); if it changes, this sentence and the Refund Policy change.]

5.3 Generations. A creator may pay for image generations while preparing a collection. Each generation is spent when it is drawn; a preview you discard is not refunded, and there is no refund path for generations.

5.4 The platform's share of trading fees (4.7).

5.5 No fee level is stated in these terms because each is a setting shown on the page before you confirm. Gas is charged by the chain, not by us, and is never refunded.

6. Referrals

6.1 After you mint you may be shown an invite link. The link carries your wallet address. If someone follows it and mints, and you hold at least one seat of that collection at the moment they mint, their mint names you as the referrer and a share of their mint fee is set aside for you. The share is a platform setting, from zero up to half, fixed for that collection when it is deployed.

6.2 You are paid only if the mint succeeds. Payment is made by the contract after the pool opens, to your wallet and nobody else's; we run a job that triggers it, and you can also claim it yourself. If your wallet cannot receive ETH you are owed it until it can. If the mint fails, no referral is paid and the minter's whole fee is refunded to the minter.

6.3 The person you refer pays the full mint fee; they get no discount, and you may not promise them one.

6.4 A referral is a paid recommendation. If you share your link, you must tell the people you share it with that you are paid if they mint, in a way they will see before they act. Do not share it with anyone you know is not eligible to use the site (section 1). Do not use it to refer yourself. [COUNSEL: Q3 (the referral payment) is with counsel; this section says what is built and adds the disclosure duty peers impose. Counsel to confirm the duty's wording and whether it must also appear on the page the link lands on.]

6.5 We may change the referral share for collections deployed after the change, or set it to zero. A change never reaches a collection already deployed.

7. Launching a token (creators)

7.1 To launch you sign in, pay the platform fee (5.2), fill in the launch form, and sign the launch transaction from your own wallet. The launch form asks for the Stock Token (or other pair token) the collection uses, the collection's name and symbol, the coin's name and ticker, a theme in your own words, links, and optionally reference images and a Telegram group.

7.2 What you may not launch. A collection may not:

use a logo, trademark, trade dress or brand asset you do not have a licence to use, including any Robinhood or Coinbase mark;
depict, name or imply a real, identifiable person;
call a Stock Token anything but a Stock Token, or suggest that a collection is issued, endorsed or approved by the company whose stock the Stock Token tracks, by the Stock Token's issuer, or by us;
contain content that is unlawful, infringing, defamatory, sexually explicit, hateful, or that promotes violence or self-harm;
be a copy of another collection, or be designed to mislead people about what it is.

Archetypes and parody are fine; identified people and unlicensed brands are not. We decide, and we decide after the fact.

7.3 The catalogue is ours. Whether a token appears on the site (search, the home page, its own page) is our decision, made after the fact. A token launched through the site is listed by default. We may unlist or take down any token at any time without notice, and a token deployed to the contracts without the site is not listed. Taking a token down changes nothing on the chain: your holders still own their seats, the pool still runs, and we simply do not show it.

7.4 Your content. You keep whatever rights you have in what you upload (your theme text, names, reference images and links). You give us a worldwide, non-exclusive, royalty-free licence to host, store, display, reproduce, adapt and distribute it on the site, in the collection's on-chain metadata and its images, in our announcements and in our Telegram bot's posts, for as long as the token exists on the chain and in our records. You confirm you have the right to give that licence and that your content does not infringe anyone's rights.

7.5 The images we generate. The collection's artwork is generated by our pipeline from your theme and references. We publish it as the collection's metadata and images, served from our storage at the address the collection's contract points to. On a takedown we may stop serving some or all of it; the contract's pointer to that address stays on the chain, because nobody can change it. [COUNSEL: who owns the generated images, and what licence a holder of a seat gets in the image of that seat. Peers grant holders a personal, non-commercial licence; nothing is decided here.]

7.6 You are responsible for your token. You are responsible for what you say about it, on the site, in its Telegram group and anywhere else. You may not state or imply that a seat or the coin will rise in value, that the fee share is a return, yield or income, or that anything about it is protected, guaranteed or safe.

7.7 Your share. The creator's share of fees is paid to the address you name, which you may repoint and which may be a contract. What you do with it is yours to account for.

8. Telegram groups

8.1 A creator may connect a Telegram group to a token. Our bot administers it: it names the group after the token, admits seat holders through single-use invite links the site issues, posts about the launch (when the pool opens, and seat holders' buys, naming a buyer by their linked Telegram name or otherwise by a shortened wallet address), and removes a member when their wallet no longer holds a seat. Telegram's own terms apply inside Telegram.

8.2 We do not moderate what people say in a group and are not responsible for it; the creator and Telegram's tools are. We may disconnect a group from a token at any time.

9. Your conduct

You may not:

use the site while ineligible (section 1), or help someone else do so;
use the site to launder money, finance terrorism, or evade sanctions;
manipulate a pool or a mint: wash trading, spoofing, front-running through our systems, or any scheme to mislead other users about price or demand;
attack, overload, scrape at scale, reverse engineer or interfere with the site, our API, our bot or our systems, or use them in a way that harms other users;
impersonate a person or a company, or misrepresent your connection to one;
upload malware or content that infringes anyone's rights;
use a second wallet, a bot or any other device to get around a per-wallet limit, a referral check or a takedown;
use a VPN, proxy or similar tool to misrepresent where you are in order to get around an eligibility restriction, ours or a Stock Token issuer's.

A per-wallet mint limit, where one is set, counts what a wallet minted, not what it holds, and we know it can be got around; getting around it is still a breach of these terms.

10. Content and intellectual property

10.1 Ours. The site, its design, its code, its text, the C-Suite name and logo, and the images our pipeline generates are ours or licensed to us. These terms give you no right to use them beyond using the site. See section 7.5 for the open question about generated images.

10.2 Yours and others'. Creators' uploads are theirs (7.4). Company names, tickers and Stock Token names belong to their owners and are used only to identify things.

10.3 Takedown. If you believe content on the site infringes your copyright or other rights, follow the Content and IP Policy. We act on valid notices, may take content down or unlist a token, and may end a repeat infringer's use of the site.

11. No advice, no promises

11.1 Nothing on the site is advice about whether to mint, trade, hold, redeem or launch, and nothing is a recommendation of any Stock Token, coin or company. Figures on the site are what the chain and our records show; they are not predictions.

11.2 A seat's fee share depends entirely on how much the pool trades. It has no floor. A pool that does not trade pays nothing. Nothing about a seat, a coin, a payout or a redemption is protected, guaranteed or safe, and we do not use those words.

11.3 We do not give tax advice. What you owe on anything you receive through the site is yours to work out and pay.

12. Risks you accept

By using the site you accept the risks in the Risk Disclosure, including that: prices can go to zero; smart contracts can have bugs; the Stock Token's issuer can pause, blocklist or destroy balances, including a pool's; the chain can stop or censor; a wallet can be lost; and the law around these assets is unsettled and may change. You are using the site because you understand these things and accept them.

13. Disclaimers

The site and everything on it are provided "as is" and "as available", with no warranty of any kind, express or implied, including that they will be accurate, uninterrupted, secure, error-free or fit for any purpose. We make no warranty about any smart contract, blockchain, Stock Token, wallet, bridge or third-party service, and none about what anything on the site will be worth. Some places do not allow some of these disclaimers, in which case they apply as far as the law allows.

14. Limitation of liability

To the fullest extent the law allows: we are not liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, lost assets, lost data or lost value, however caused; and our total liability to you for anything arising from the site is limited to the greater of (a) the fees you paid us in the twelve months before the claim and (b) [COUNSEL: floor amount, e.g. USD 100]. This does not limit liability that cannot be limited by law. [COUNSEL: confirm the cap and the carve-outs against Delaware law.]

15. Indemnity

You will defend and indemnify C-Suite Fun, LLC and its officers, directors, employees and agents against any claim, loss or cost (including reasonable legal fees) arising from your use of the site, a token you launched, content you uploaded, a statement you made about a token, your referral activity, or your breach of these terms or of any law.

16. Disputes and governing law

16.1 These terms are governed by the law of Delaware, without regard to its conflict-of-law rules.

16.2 [COUNSEL: choose the dispute clause. The US peers' pattern is binding individual arbitration (AAA or JAMS), a class-action and jury-trial waiver, a 30-day opt-out window, an informal negotiation step first, and a small-claims carve-out. The alternative is exclusive courts in Delaware. Nothing is chosen here.]

16.3 Before starting any dispute, you agree to write to [CONTACT EMAIL] describing it and to try for 30 days to resolve it with us.

17. Ending your use

17.1 You can stop using the site at any time. Signing out ends your session; disconnecting your wallet ends the site's view of it. Your seats, coin and payouts stay in your wallet and in the contracts, and these terms keep applying to anything that happened while you used the site.

17.2 We may suspend or end your use of the site, or unlist or take down a token, at any time and for any reason, including a breach of these terms or a legal requirement, with or without notice. Nothing we do on the site can change what a contract holds or owes.

18. Changes to these terms

We may change these terms. The date at the top is the date of the current version. For a material change we will post a notice on the site [REVIEW: and, if the product ever collects an address to notify, send one] before it takes effect. Using the site after a change means you accept it. A change never alters a collection's contracts.

19. General

19.1 These terms, the Privacy Policy, the Cookie Policy, the Refund Policy, the Risk Disclosure and the Content and IP Policy are the whole agreement between you and us about the site.

19.2 If a court finds part of these terms unenforceable, the rest still applies.

19.3 We may assign these terms to a successor. You may not assign them.

19.4 Our not enforcing a term is not a waiver of it.

19.5 We are not liable for delay or failure caused by things outside our reasonable control, including the blockchain, its operator, the Stock Token's issuer, a wallet provider, a hosting provider or a network outage.

20. Contact

C-Suite Fun, LLC [REGISTERED ADDRESS] [CONTACT EMAIL]