Sparcs Terms of Use

These Terms of Use (the “Terms”) are a binding agreement between you and [OPERATOR ENTITY NAME], [a Delaware corporation] (“Sparcs”, “we”, “us”), and govern your access to and use of the Sparcs website, the developer API, and any related interfaces we operate (together, the “Interface”). They also describe the Sparcs smart contracts deployed on the Arc blockchain (the “Protocol”), which run autonomously and are not controlled by us.

By accessing the Interface, connecting a wallet, or interacting with the Protocol, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Interface.

You may use the Interface only if all of the following are true:

• you are at least 18 years old and have the legal capacity to enter into these Terms;
• you are not, and are not acting on behalf of, a person or entity on any sanctions list of the United States, the United Kingdom, the European Union or the United Nations;
• you are not located in, organised in, or a resident of Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine, and any other country or region that is the subject of comprehensive sanctions by the United States, the United Kingdom, the European Union or the United Nations (the “Restricted Regions”);
• using the Interface and the Protocol is lawful where you are; and
• you have not previously been suspended or removed from the Interface.

We geo-block the Restricted Regions. Using a VPN, proxy or any other method to evade that block is a breach of these Terms. We may restrict access from any other jurisdiction at any time if we consider it necessary for legal or risk reasons.

Sparcs never holds, controls or has access to your funds, tokens or private keys. Every action you take is a transaction that you compose and sign in your own wallet software and submit to the Arc blockchain yourself. We cannot reverse, cancel, delay or modify a transaction once you have submitted it.

The Protocol is a set of immutable smart contracts. Once a token is launched, its bonding curve operates on its own according to its code. We cannot freeze trading, mint tokens, blacklist addresses, withdraw the funds held by a curve, or change a launched token’s parameters. The Protocol’s owner functions are limited to setting fees and parameters for future launches, pausing new launches, and replacing the liquidity adapter for a curve whose graduation has failed, subject to on-chain verification that the funds end up in a locked liquidity position.

We are not a bank, exchange, broker, dealer, custodian, money transmitter, payment processor, investment adviser or fiduciary, and we do not act as your agent. Nothing in these Terms creates a fiduciary, advisory or partnership relationship between you and us.

Every token launched through the Protocol is created by a user. We do not create, endorse, review, verify, audit or vet any token, its creator, or its name, ticker, image, description or links. A token’s presence on the Interface says nothing about its quality, legitimacy, value or the intentions of its creator. Treat every token as untrusted.

Tokens have no rights attached: no ownership, equity, revenue share, governance, redemption or promise of any kind, unless the creator separately and independently offers one, in which case that is solely between you and the creator. We are not a party to any dealing between you and a token creator.

We may hide any token from the Interface at any time, for any reason, including in response to a complaint, a legal request or a suspected violation of these Terms. Hiding a token from the Interface does not and cannot remove it from the blockchain.

The Protocol charges fees that are set in the smart contracts and shown in the Interface before you act: a launch fee when a token is created, a percentage fee on every trade against a bonding curve (split between the token’s creator and the Protocol treasury), and the standard liquidity-provider fees of the Uniswap pool a token graduates into. Fees are collected by the contracts as part of your transaction and are non-refundable. You also pay network gas to the Arc blockchain, which we do not receive. We may change fees for future launches and trades; changes never apply retroactively to a launched token’s curve, whose parameters are fixed at launch.

When you launch a token you supply a name, ticker, image, description and links (“Content”). Your Content is written to the public blockchain and cannot be edited or deleted by anyone, including us. You are solely responsible for it.

You represent and warrant that your Content:

• is yours, or you have every right and licence needed to use it this way;
• does not infringe or misappropriate any copyright, trademark, right of publicity or other right of any person, and does not impersonate any person, brand, project or token;
• is not unlawful, defamatory, obscene, sexually explicit involving minors, hateful, harassing, threatening, or intended to deceive; and
• does not contain malware, phishing links or links to unlawful material.

You grant us a worldwide, non-exclusive, royalty-free, perpetual licence to display, reproduce and distribute your Content in connection with operating and promoting the Interface. We do not claim ownership of your Content. If you believe Content on the Interface infringes your rights, email legal@sparcs.fun with the token address, a description of the right infringed, and your contact details; we will hide infringing Content from the Interface.

You agree not to, and not to help anyone else to:

• engage in market manipulation of any kind, including wash trading, spoofing, coordinated pump-and-dump schemes, or trading on the basis of false or misleading statements;
• launch a token that is, or is marketed as, a security, share, bond, derivative, deposit, insurance product or other regulated financial instrument, or that promises returns, dividends, buybacks or redemption;
• use the Interface to launder money, finance terrorism, evade sanctions or taxes, or commit fraud or any other crime;
• impersonate any person or entity, or launch a token using a name, image or brand you have no right to use;
• access the Interface from a Restricted Region or use a VPN, proxy or other means to disguise your location;
• interfere with the Interface, including by probing or attacking it, overloading the API beyond published rate limits, or circumventing security or access controls;
• upload or link to unlawful material, malware, or content that exploits or endangers minors;
• use the Interface in any way that violates applicable law or these Terms.

Automated use of the developer API, including by trading and launching bots, is permitted within the published rate limits and subject to these Terms. You are responsible for anything your software does.

Nothing on the Interface is investment, financial, trading, legal, tax or accounting advice, and nothing on it is an offer, solicitation or recommendation to buy, sell or hold any token. Information shown (prices, market caps, progress, holder counts, trades) is read directly from the blockchain or computed from it and may be delayed, incomplete or wrong. Past performance of any token means nothing. You alone decide what to do, and you are responsible for determining and paying any taxes that apply to you.

You acknowledge and accept that:

• tokens created through the Protocol are highly speculative and most will become worthless; prices move with every trade, liquidity can be thin or absent, and you may be unable to sell at any price;
• smart contracts can contain bugs or be exploited; the Protocol has been reviewed but not formally audited, and it cannot be upgraded or paused once deployed;
• the Arc blockchain, Uniswap, wallet software, RPC providers and other third-party systems are outside our control and may fail, be congested, be attacked or change their rules;
• blockchain transactions are irreversible; sending funds to the wrong address, setting the wrong amount or slippage, or signing the wrong transaction cannot be undone;
• regulatory treatment of digital tokens is uncertain and may change in ways that affect your ability to use the Interface or the value of any token; and
• you are responsible for the security of your wallet, devices and private keys.

The Interface connects to third-party services you choose to use, including wallet software, the WalletConnect network, Uniswap, blockchain RPC providers and hosting providers. Those services have their own terms and privacy policies, we do not control them, and we are not responsible for them. A link from the Interface to any third-party site or token page is not an endorsement.

We may change, suspend or discontinue any part of the Interface at any time, with or without notice, and we may block any wallet address or IP address from the Interface at our discretion, including for suspected breach of these Terms, legal risk, or security reasons. Because the Protocol is autonomous, none of this affects your ability to interact with the smart contracts directly.

We may update these Terms from time to time. The date at the top shows the current version. Material changes will be presented to connected wallets for acceptance; continued use after a change means you accept it.

The Interface, including its design, text, graphics, code and trademarks, is owned by us or our licensors and protected by intellectual-property laws. We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Interface as permitted by these Terms. The Protocol’s source code is published and verified on the Arc block explorer and may be subject to its own open-source licence.

The Interface and the Protocol are provided “as is” and “as available”, without warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security or freedom from errors. We do not warrant that the Interface or the Protocol will meet your requirements, operate without interruption, or that any token will have or retain any value.

To the fullest extent permitted by law, in no event will Sparcs, its affiliates, or their officers, directors, employees, contractors or agents be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, tokens or digital assets, arising out of or relating to these Terms, the Interface or the Protocol, however caused and under any theory of liability, even if advised of the possibility of such damages.

Our total aggregate liability for all claims arising out of or relating to these Terms, the Interface or the Protocol will not exceed the greater of (a) the fees you actually paid to the Protocol treasury in the twelve months before the event giving rise to the claim and (b) one hundred US dollars (US$100).

Without limiting the above, we are not liable for: the conduct of token creators or other users; the value, transferability or availability of any token; losses from bugs in, exploits of, or the operation of any smart contract, including the Protocol; failures of the Arc blockchain, Uniswap, wallets, RPC providers or other third-party services; your own errors, including wrong addresses, amounts, slippage or signatures; loss or theft of your keys; or any hidden, removed or unavailable Content. Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the fullest extent the law permits.

You will defend, indemnify and hold harmless Sparcs, its affiliates and their officers, directors, employees, contractors and agents from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to: your use of the Interface or the Protocol; any token you create and any Content you supply; your breach of these Terms or of any law; or your violation of any right of any third party. We may take over the exclusive defence of any matter for which you must indemnify us, and you agree to cooperate.

Please read this section carefully. It requires disputes to be resolved by individual arbitration and waives jury trials and class actions.

Informal resolution first. Before starting arbitration, you agree to email legal@sparcs.fun describing the dispute and the relief you want, and to try in good faith to resolve it with us for at least 30 days.

Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms, the Interface or the Protocol that is not resolved informally will be settled by binding individual arbitration administered by JAMS under its JAMS Streamlined Arbitration Rules then in effect, before a single arbitrator, seated in Wilmington, Delaware. The arbitrator may award the same relief a court could award to an individual, and the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section. Hearings may be held by video where the rules allow.

No class actions. You and we agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims of more than one person. If this waiver is found unenforceable for a particular claim, that claim (and only that claim) will proceed in court.

Jury waiver. To the extent any claim proceeds in court rather than arbitration, you and we waive any right to a jury trial.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek injunctive or other equitable relief in court to protect intellectual-property rights or to stop unauthorised use of the Interface.

Opt-out. You may opt out of this arbitration agreement by emailing legal@sparcs.fun within 30 days of first accepting these Terms, stating your wallet address and that you opt out. Opting out does not affect any other part of these Terms.

Time limit. Any claim must be brought within one year after it arises, or it is permanently barred, to the extent the law allows.

These Terms and any dispute arising out of or relating to them are governed by the laws of the State of Delaware, United States, without regard to conflict-of-law rules, except that the arbitration agreement is governed by the Federal Arbitration Act. Subject to section 16, the courts located in Wilmington, Delaware have exclusive jurisdiction.

• Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and us about the Interface and replace any prior agreement.
• Severability. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest will remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms. We may assign them to an affiliate or a successor.
• Force majeure. We are not liable for any failure caused by events beyond our reasonable control, including blockchain outages, attacks, and actions of governments or third-party providers.
• Survival. Sections 4, 6, 8, 9 and 13 through 18 survive any termination.
• Notices. We may notify you through the Interface or our official social accounts. You may contact us at legal@sparcs.fun.
• Language. These Terms are written in English; any translation is for convenience only.

[OPERATOR ENTITY NAME], [a Delaware corporation]. Legal notices: legal@sparcs.fun. Privacy requests: privacy@sparcs.fun. See also the Privacy Policy.