This Pre-IPO Launchpad Agreement (“Agreement”) govern your participation in the Pre-IPO Launchpad (“Service” or “Services”) offered by BloFin.com (“BloFin”, “we”, “us”). By participating and using the Service, you have read, understood, and agree to be legally bound by this Agreement, including any revisions as may be published by us at any time and from time to time. 

You acknowledge that you have also read and understood any additional documents or terms referred to or incorporated into this Agreement. If you do not understand and accept this Agreement in their entirety, you should cease to participate in the Services.

This Agreement is supplemental to and shall be read together with our Terms of Use (the “Terms of Use”). All terms and clauses contained in the Terms of Use are incorporated by reference unless expressed otherwise. In the event of any conflict or inconsistency between these terms, the order of precedence shall be first this Agreement and then the Terms of Use.

By accepting this Agreement, you confirm that you fully understand and unconditionally accept any and all risks associated with your participation in the Service. BloFin shall not be liable for any associated risks or adverse outcomes.

THE PRE-IPO TOKENS HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES OR FINANCIAL INSTRUMENT LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE US OR TO US PERSONS UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE PRE-IPO TOKENS OR PRODUCTS MADE AVAILABLE THROUGH BLOFIN ARE NOT OFFERED AS SECURITIES.

PRE-IPO TOKENS AVAILABLE ON BLOFIN ARE MADE AVAILABLE AND PROVIDED THROUGH A SEAMLESS INTEGRATION WITH A THIRD-PARTY ASSET PROVIDER, REALTA. Pre-IPO Tokens do not represent actual ownership of the underlying stocks, and holding these assets does not entitle you to any dividends, interest, voting rights, shareholder privileges, or rights offerings. The underlying Pre-IPO projects are also NOT guaranteed to undergo an initial public offering (“IPO”) in any jurisdiction. The Pre-IPO Tokens are intended for speculative trading purposes only. Trading these assets involves risks, including market risks, liquidity, pricing mechanisms, or issuer adjustments. Please conduct your own research and carefully assess your risk tolerance before. Past performance is not indicative of future results. Products are not available in certain jurisdictions, and users are solely responsible for ensuring their use of this product complies with local laws and regulations. For further information, please refer to Realta’s official website. Please carefully review the Realta’s Terms of Use and always do your own research. 

1.    Eligible Users

1.1    As a condition to accessing or using the Services, you represent and warrant to that:

1.1.1    if you are using this Service as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into this Agreement and be bound by them and if you are entering into this Agreement as an entity, then you must have the legal authority to accept this Agreement on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;

1.1.2    you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations (collectively, “Sanctions Lists Persons”) and you do not intend to transact with any Restricted Person or Sanctions List Person;

1.1.3    you are not located in, a citizen or resident of, or otherwise subject to the laws of the United States and are not a US Person as defined under the Securities Act of 1933.

1.1.4    you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services; and

1.1.5    your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over BloFin, you, the Site or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) contribute to or facilitate any illegal activity. Where you are subject to prohibitions or restrictions by law or otherwise to access or use this website, you may not access this website.

1.2    As a condition to accessing or using the Services, you acknowledge, understand, and agree that:

1.2.1    you are eligible to participate in the Services, whether as a professional, sophisticated or accredited investor, qualified purchaser, or otherwise, as may be required under the laws of the jurisdiction in which you are located or other laws applicable to you;

1.2.2    BloFin is not registered as, nor purports to act as, a broker-dealer, exchange operator, transfer agent, custodian, or similar regulated entity in any jurisdiction. You understand that the Pre-IPO Tokens provides only economic exposure to private companies; confer no ownership, voting, dividend, information, or other legal rights; are not affiliated with, endorsed by, or issued by referenced companies;

1.2.3    you have not entered into, and are not using the Services with the view of entering into any agreement or arrangement for or in connection with the resale or transfer of the Pre-IPO Tokens, under which the economic benefits and risks of the Pre-IPO Tokens would pass on to such person;

1.2.4    we reserve the right to disable or modify access to the Services at any time in the event of any breach of this Agreement, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;

1.2.5    the Services may evolve, which means Company may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in its sole discretion;

1.2.6    the information provided on the platform is informational and does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into a transaction. None of the information contained in this website should be considered as an offer, invitation or solicitation to buy, sell or subscribe for securities, derivatives, investment contracts or financial instruments, or to provide any service or advice in relation to the same or to provide any consumer credit services, facilitate or take deposits or provide any other financial services of any kind in any jurisdiction;

1.2.7    you are solely responsible for your use of the Services, including all of your transfers of Digital Assets and the custody and control of your Digital Assets;

1.2.8    you are solely responsible for reporting and paying any taxes applicable to your use of the Services; and

1.2.9    we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk. Some or all of the services described on this website may not be available in your jurisdiction or place of residence or may be restricted to certain types of sophisticated, accredited or qualified investors. Signing up for any free or subscription-based content is not an indication that other services offered by us will be made available to you.

2.    Services

2.1.    Launchpad Pool Fund
You can participate in a Pre-IPO Launchpad and earn Pre-IPO Tokens (“Pre-IPO Tokens”) by temporarily locking your Digital Assets with BloFin. When you participate in a Pre-IPO Launchpad, your Digital Assets will be staked with BloFin. BloFin may at its sole and absolute discretion specify a minimum or maximum amount of Digital Assets required to participate in a Pre-IPO Launchpad.

2.2.    Subscription with Third Party Asset Provider
Once the Pre-IPO Launchpad successfully raised the minimum required amount for the project, BloFin will utilize the Digital Assets to subscribe Pre-IPO Tokens with third party asset provider.

2.3.    Acquisition of Pre-IPO RWA Assets by the Third Party Asset Provider
The third party service provider will acquire the Pre-IPO RWA Assets. Upon successful acquisition of the Pre-IPO RWA Assets by the third party asset provider, the third party asset provider issue the respective Pre-IPO Tokens on a 1:1 asset-backed structure and settles the issued Pre-IPO Tokens with BloFin.

2.4.    Distribution of Pre-IPO Tokens
BloFin will distribute the Pre-IPO Tokens to the participants of Pre-IPO Launchpad based on a token allocation formula, as specified in BloFin Pre IPO User Guide & FAQ.

2.5.    For the avoidance of doubt, a successful subscription of the Pre-IPO Tokens is conditioned upon:

a)    Sufficient funds be raised during the Launchpad Pool Fund stage; and 
b)    Successful subscription with third party asset provider.

2.6.    In the event (a) the Launchpad Pool Fund does not achieve the minimum amount required for the project; or (b) there is no successful subscription with the third party asset provider, your Digital Assets will be returned to you with an interest calculated in accordance with the Fixed Terms Earn Service interest rate.

2.7.    Once the subscription period of the Pre-IPO Launchpad ends, BloFin may, but not obliged to, open the spot market for trading of the Pre-IPO Tokens. Alternatively, you can wait for the lock-up period of the Pre-IPO Tokens to end after IPO of the underlying project, after which the third party asset provider or BloFin will convert the net proceeds into stock tokens or USDT based on the underlying company's market price, subject to the terms in the announcement.

2.8.    Before you participate in a Pre-IPO Launchpad, you are required to confirm the Pre-IPO Launchpad you wish to participate in and specify the amount of Digital Assets you will use to participate in the Launchpad.

2.9.    BloFin may, at its sole and absolute discretion, specify a minimum or maximum amount of Digital Assets required to participate in a Pre-IPO Launchpad. The types of supported Digital Assets will vary depending on the Pre-IPO Launchpad and BloFin reserves the right to vary the types of supported Digital Assets from time to time at its sole and absolute discretion.

2.10.    You agree that you have no right to receive, and BloFin has no obligation disburse any token allocation to you in connection with the Services unless such allocation is received by BloFin. BloFin cannot guarantee any token allocation amount, or any token allocation at any particular time.

2.11.    An estimate of the token allocation provided by BloFin is only an estimate and may be subject to change, in any event, in BloFin’s sole discretion.

2.12.    Participation in Pre-IPO Launchpad is subject to eligibility based on your country or region of residence.

2.13.    You will generally be able to unlock your Digital Assets staked in Pre-IPO Launchpad, before the end of the campaign/event period or before BloFin’s Subscription with the third party asset provider.

2.14.    You will not be able to withdraw the Pre-IPO Tokens from BloFin or transferred the Tokens on-chain.

3.    Redemption

3.1.    You acknowledge that the Redemption of the Pre-IPO Tokens are subject to (a) successful IPO of an underlying project; and (b) acquisition of shares of the project before IPO.

3.2.    Successful IPO
If the underlying company goes public and IPO succeeds, the underlying positions of your Pre-IPO Tokens will be sold (subject to lock in period of the underlying Pre-IPO assets). The third party asset provider will convert the net proceeds into Digital Assets and BloFin will distribute the net proceeds to you.

3.3.    Acquisition of shares of the Pre-IPO Project before IPO
If the underlying company’s shares were acquired by another party, the underlying positions of your Pre-IPO Tokens will be sold (subject to lock in period of the underlying Pre-IPO assets). The third party asset provider will convert the net proceeds into Digital Assets and BloFin will distribute the net proceeds to you.

3.4.    Unsuccessful IPO
In the event the underlying company cancels its IPO or indefinitely postpones it, the third party asset provider may, at its sole discretion, liquidate the Pre-IPO Assets. The third party asset provider will convert the net proceeds into Digital Assets and BloFin will distribute the net proceeds to you.

3.5.    Liquidation / Winding Up of the Underlying Company
In the event the underlying company enters liquidation/winding up proceeding, the third party asset provider will participate in the liquidation proceedings as a shareholder. Upon receiving the liquidated assets, the third party asset provider will convert the net proceeds into Digital Assets and BloFin will distribute the net proceeds to you.

4.    Price

4.1.    BloFin does not participate in pricing the Pre-IPO Tokens, nor does it make any judgments or endorsement to their valuation. The price information shown on the platform is sourced from publicly available third-party secondary market data and industry recognized valuation references (such as secondary market transaction prices for private equity and valuations from public funding rounds). BloFin merely displays such third-party data for informational purposes and does not constitute any form of investment advice or pricing commitment. As the underlying companies are non-listed companies, their valuation may vary depending on data source, market conditions and transaction timing. Please evaluate the risks carefully before making any decisions.

5.    RISK DISCLOSURE & DISCLAIMERS

5.1.    BLOFIN IS NOT REGISTERED AS, NOR PURPORTS TO ACT AS, A BROKER-DEALER, EXCHANGE OPERATOR, TRANSFER AGENT, CUSTODIAN, OR SIMILAR REGULATED ENTITY IN ANY JURISDICTION. THE PRE-IPO TOKENS PROVIDES ONLY ECONOMIC EXPOSURE TO PRIVATE COMPANIES; THE TOKENS CONFER NO OWNERSHIP, VOTING, DIVIDEND, INFORMATION, OR OTHER LEGAL RIGHTS. THE TOKENS OR PRODUCTS MADE AVAILABLE THROUGH BLOFIN ARE NOT OFFERED AS SECURITIES.

5.2.    THE PRE-IPO TOKENS HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES OR FINANCIAL INSTRUMENT LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE OFFERED OR SOLD IN THE US OR TO US PERSONS UNLESS REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.

5.3.    PRE-IPO TOKENS AVAILABLE ON BLOFIN ARE MADE AVAILABLE AND PROVIDED THROUGH A SEAMLESS INTEGRATION WITH A THIRD-PARTY ASSET PROVIDER, REALTA. BLOFIN MAKES NO GUARANTEES AS TO THE ISSUANCE, COLLATERALIZATION, REDEMPTION, DELIVERY OR FAIR PRICING OF ANY PRE-IPO TOKENS. THE MECHANICS OF TOKEN ISSUANCE AND REDEMPTION RELATING TO PRE-IPO TOKENS ARE OUTSIDE BLOFIN’S CONTROL. USERS MUST INDEPENDENTLY ASSESS THE CREDIBILITY AND RISKS OF THE UNDERLYING MECHANISMS. Pre-IPO Assets do not represent actual ownership of the underlying stocks, and holding these assets does not entitle you to any dividends, interest, voting rights, shareholder privileges, or rights offerings. The underlying Pre-IPO projects are also NOT guaranteed to undergo an initial public offering (“IPO”) in any jurisdiction. The Pre-IPO Assets tokens are intended for speculative trading purposes only. Trading these assets involves risks, including market risks, liquidity, lack of diversification, pricing mechanisms, capital loss or issuer adjustments. There is no guarantee of returns or exit opportunities. Pre-IPO Tokens are illiquid and may lose all value. Please conduct your own research and carefully assess your risk tolerance before. Past performance is not indicative of future results. Products are not available in certain jurisdictions, and users are solely responsible for ensuring their use of this product complies with local laws and regulations. For further information, please refer to Realta’s official website. Please carefully review the Realta’s Terms of Use and always do your own research.

5.4.    Market Volatility Risk
The value of Pre-IPO tokens can swing dramatically due to numerous influencing factors, making it challenging for investors to react in real time. Such unpredictability may lead to substantial losses, for which investors must assume full liability.

5.5.    Regulatory Risk and Transaction Risk
The legal and regulatory landscape for digital assets is evolving. Changes in laws and regulations may impact the availability or legality of products and services, including Pre-IPO Tokens.

5.6.    Liquidity Challenges
Pre-IPO Tokens might lack sufficient liquidity, hindering your ability to sell or exit positions when desired. This risk, heightened during sharp price shifts, could lead to significant financial setbacks.

5.7.    Bubble and Confidence Risk
Pre-IPO Tokens may face irrational exuberance or sudden drops in confidence, potentially triggering steep and swift value declines.

5.8.    Service Availability
Services may experience unexpected outages or network delays, and we cannot assure constant availability. This could prevent you from trading, transferring, or managing Pre-IPO Tokens when needed.

5.9.    Security Vulnerabilities
BloFin strives to maintain security, no system is immune to all threats. You are accountable for safeguarding your account password, and any transactions, authorized or not, under your account are your responsibility. Digital Asset transactions are final, with losses from fraud or unauthorized actions often unrecoverable.

5.10.    Third-Party Involvement
Services may rely on external entities like payment processors or custodians, subject to their terms. You are subject to the terms and conditions of these third parties. BloFin is not liable for losses caused by these third parties.

5.11.    Communication Uncertainty
Electronic interactions with us may be delayed, insecure, or fail to reach us/you, posing risks to timely decision-making.

5.12.    Regulatory and Policy Shifts
Trading Pre-IPO Tokens might encounter regulatory hurdles in some regions. BloFin may halt services in response to legal or policy changes, and investors must assess these risks independently, as BloFin bears no responsibility for such disruptions.

5.13.    Legal and Valuation Impact
Shifts in legislation can unpredictably alter Pre-IPO Tokens’ values, with effects varying across markets.

5.14.    Currency Exchange Fluctuations
Changes in exchange rates between currencies can affect your profits or losses.

5.15.    Uninsured Assets
Unlike bank deposits, Pre-IPO Tokens on BloFin lack government or private insurance, offering no protection against loss or theft.

5.16.    TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES; (II) THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED.

5.17.    Underlying companies listed in relation to the Services are not associated with, affiliated to or controlled by BloFin. You should take notice that many early projects may be subject to various operational, technological and regulatory issues that may amount to significant losses, all of which you shall solely bear.

5.18.    The Services are provided on an “as is” basis, and BloFin does not warrant to give any financial, legal and/or tax advice. Financial knowledge is required to understand the risks of digital assets investment. When participating in the Services, you should be aware of the potential financial and technical risk of such participation and should actively seek independent professional advice from your financial, legal and tax advisors.

5.19.    We cannot control or influence market sentiment, liquidity, or the actions of third-party services or platforms in supporting, quoting, restricting, or valuing cryptocurrencies and other digital assets. We expressly disclaim any liability for losses incurred as a result of fluctuations in the value of cryptocurrencies or other digital assets, and we disclaim any obligation to indemnify or hold you harmless in such cases. You acknowledge and agree that you bear all risk associated with such fluctuations.

5.20.    You understand that the digital assets market may fluctuate drastically and understand that any participation in the Services may subject you to high variance and high levels of market volatility. This may mean that the risk of digital assets losing all value is real.

5.21.    The risk of loss when participating in the trading of digital assets, or the Services are real and immediate and potentially substantial. You should carefully assess your financial situation in deciding in participating in the Services.

5.22.    Information provided to you on BloFin is for informational purposes only and is not, nor intended to be, investment advice or trading recommendations of any kind. Your decision to enter into any transaction, or participate in the Services is your independent decision. You are solely responsible for managing your own financial, legal and tax affairs and you must seek independent professional advice from your own professional advisors.

6.    Indemnification

By using the Services, you agree to defend, indemnify, and hold harmless BloFin, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with the Services (including, without limitation, the Service); (b) Digital Assets associated with any and all applicable blockchain address; (c) any feedback or user content you provide to BloFin, if any, concerning the Services; (d) your violation of this Agreement; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, BloFin (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether BloFin wishes to settle, and if so, on what terms, and you agree to cooperate with BloFin in the defense.

7.    Third-Party Services

7.1.    The Services may enable you to access or view links to other World Wide Web or accessible sites, applications, or resources, and may enable you to access, download or otherwise interact with content, services, applications and/or resources provided by third parties (for example, eligible crypto wallet providers and blockchain networks) that are not owned or controlled by BloFin (collectively, “Third-Party Services”), and certain functionality of the Service may require you to register for or otherwise use Third-Party Services. You acknowledge and agree that BloFin is not responsible for the availability of such Third-Party Services, and that BloFin does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Services. You further acknowledge and agree that BloFin shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services, including without limitation your use of or reliance on any content, goods, or services available on or through any Third-Party Services.

7.2.    YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE, INCLUDING BUT NOT LIMITED TO ANY INTERACTION OR TRANSACTION BY YOU WITH, ON OR THROUGH ANY THIRD-PARTY SERVICE, IS SUBJECT TO THE APPLICABLE THIRD-PARTY SERVICE’S TERMS AND CONDITIONS AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED TO BY YOU IN CONNECTION WITH SUCH THIRD-PARTY SERVICE, AND ANY TRANSACTION AND/OR INTERACTION BY YOU WITH, ON OR THROUGH A THIRD-PARTY SERVICE IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTY. IF YOU ACCESS OR USE A THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICE. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICE.

8.    Suspension and Termination

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable (temporarily or permanently) the Services, in whole or in part, for any reason whatsoever, including, without limitation, to only allow redemption of Pre-IPO Tokens. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Services.

9.    Miscellaneous

9.1.    No failure to exercise, nor any delay in exercising, any right or remedy under this agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

9.2.    If any provision of this agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

9.3.    BloFin has the sole and final discretion of interpretation of this Agreement.