$SECA Token Sale Terms

These Terms govern your access to the sale experience at /sale (the “Platform”) and your participation in the Sale. The Platform is operated under the SecantX AI brand (together with its affiliates, agents, contractors, and service providers, “we”, “us”, or “SecantX AI”).

BY CONNECTING A WALLET, STARTING VERIFICATION, OR SUBMITTING AN ON-CHAIN COMMITMENT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE STRICTLY PROHIBITED FROM ACCESSING THE PLATFORM OR PARTICIPATING IN THE SALE.

The Sale utilizes third-party infrastructure, including Sonar, to perform verification checks and issue purchase permits, and interacts with public blockchain smart contracts to process commitments. We do not control, and are not responsible for, the operation of public blockchains or third-party infrastructure.

Participation in the Sale involves inherent risks associated with digital assets and experimental technologies. While we endeavor to facilitate the delivery of tokens and the completion of the Sale process, factors including network conditions, smart contract interactions, and regulatory developments may impact the final outcome.

• “Commitment” means any on-chain transaction initiated by you that approves a payment token and/or calls a smart contract to register a participation amount.
• “Purchase Permit” means a cryptographic authorization issued by the Sonar system that is required by the sale contract to validate and accept a Commitment.
• “You” means any person or entity accessing the Platform or participating in the Sale, including any authorized representative of an entity.
• “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with SecantX AI.

• Mandatory Verification: Participation is strictly contingent upon successful completion of identity verification (KYC) and/or business verification (KYB) through Sonar and its compliance partners. We reserve the right to reject any participant for any reason or no reason.
• Prohibited Jurisdictions: The Sale is NOT offered to, and may not be accessed by, persons or entities located in, resident in, or organized under the laws of any jurisdiction where the Sale is prohibited, restricted, or requires unobtained registration under applicable law. This includes, without limitation, China, the United Kingdom (UK), the European Union (EU), Belarus, Cuba, Iran, North Korea, Russia, Qatar, Saudi Arabia, Syria, Venezuela, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
• Sanctions Compliance: You represent and warrant that you are not: (i) the subject of any economic or financial sanctions or trade embargoes administered or enforced by any relevant governmental authority; (ii) acting on behalf of a sanctioned person; or (iii) located in a comprehensively sanctioned jurisdiction.
• Ongoing Compliance: We may impose additional restrictions, individual participation caps, cohort-specific lockups, or other compliance requirements at any time without prior notice.

• On-Chain Finality: All Commitments are executed on-chain on the Base network. You acknowledge that blockchain transactions are generally irreversible.
• Payment Tokens: Only supported payment tokens (e.g., USDC, USDT) are accepted. You are responsible for ensuring you use the correct token and network.
• Commitment Responsibility: You are solely responsible for reviewing and verifying all transaction data (including amounts, token addresses, and contract interactions) in your wallet interface before signing or broadcasting any transaction.
• Settlement Strategy: The Sale utilizes a specific settlement algorithm (e.g., Iterative Fill). Your final allocation is determined by this algorithm and may be significantly lower than your initial Commitment.

• Self-Custody Responsibility: You have sole responsibility for the security of your wallet, private keys, and seed phrases. We never have access to your keys and cannot recover funds if you lose access to your wallet.
• Network Risks: Gas fees, network congestion, RPC failures, and blockchain reorganizations are inherent risks. We are not liable for any failed, delayed, or reordered transactions resulting from network conditions.
• Smart Contract Interaction: By interacting with the sale contract, you acknowledge the risks of smart contract vulnerabilities and agree that you are interacting with such code at your own risk.

• No Allocation Rights: A Commitment does not create a right to receive tokens. All allocations are subject to the final settlement process and our ultimate discretion.
• Refund Mechanics: Any excess funds not allocated toward token purchases will be made available for refund according to the smart contract's logic. We do not guarantee the timing or availability of refunds in the event of network failure or contract issues.

• Utility Only: The tokens are intended for utility within the SecantX AI ecosystem. They are not intended to be an investment, security, or financial instrument.
• No Expectation of Profit: You should not participate in the Sale with any expectation of profit, passive income, or capital appreciation.
• No Secondary Market Guarantee: We make no representations regarding the future liquidity of the tokens or their availability on any centralized or decentralized exchanges.
• No Governance or Equity: Participation grants no equity, debt, voting, or governance rights in SecantX AI or its Affiliates.

You acknowledge and assume the following risks:

• Total Loss: Digital assets involve risk, and factors including market conditions, technical issues, or regulatory developments may impact your participation.
• Software Vulnerabilities: The risk of exploits in the Platform, Sonar, or the underlying smart contracts.
• Regulatory Uncertainty: The risk that changing laws or enforcement actions may affect digital assets or the Sale.
• Operational Risk: The risk of technical failures, data loss, or service interruptions.

You are solely responsible for all tax obligations arising from your participation in the Sale. We will not provide any tax advice or reporting to you, and we are not liable for any tax liabilities you incur.

• Sonar Infrastructure: The Sale relies on Sonar for verification and permits. We are not liable for any errors, outages, or data breaches occurring within the Sonar system.
• External Interfaces: Your use of wallets (e.g., Coinbase Wallet, MetaMask) and RPC providers is subject to their respective terms. We do not control these services.

To the maximum extent permitted by law, the Platform and the Sale are provided on an "as is" and "as available" basis. We expressly disclaim all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

In no event shall SecantX AI or its Affiliates be liable for any indirect, special, incidental, consequential, or punitive damages, including loss of profits or data, even if advised of the possibility of such damages. Our aggregate liability for all claims shall not exceed USD $100.

You agree to indemnify and hold harmless SecantX AI, its Affiliates, and their respective officers, directors, and employees from any claims, losses, or expenses (including legal fees) arising from your breach of these Terms, your participation in the Sale, or your violation of any third-party rights or applicable laws.

You agree to attempt to resolve any dispute informally by contacting us at [email protected] before initiating any formal proceedings.

Any claim or dispute shall be resolved exclusively in a forum selected by SecantX AI at its sole discretion. You expressly waive any right to a jury trial or to participate in a class action lawsuit.

• Modifications: We reserve the right to modify these Terms at any time. Your continued use of the Platform constitutes acceptance of the revised Terms.
• Severability: If any provision is held invalid, the remainder of the Terms shall remain in full force.
• Entire Agreement: These Terms constitute the entire agreement between you and SecantX AI regarding the Sale interface.