Terms of Service
1. The agreement
These Terms of Service (the "Terms") are an agreement between you and Coinwars Inc., a Wyoming corporation ("Coinwars Inc.", "we", "us"). They govern your use of the Coin Wars website at coinwars.fun, its programming interfaces, and the off-chain services behind them (together, the "Service").
The End User License Agreement, the Privacy Policy and the Sanctions Compliance Policy form part of these Terms.
You accept these Terms by ticking the acceptance box and signing the acceptance message with your wallet. If you do not accept them, do not use the Service.
Important: These Terms include binding individual arbitration and a waiver of class actions, in the Governing law and disputes section. You may opt out of arbitration within 30 days of first accepting these Terms.
Coinwars Inc. has not been formed yet. Until its certificate of incorporation is issued there is no company to be a party to this document, to operate the service, or to owe anybody what is written here.
There is no acceptance box and no signed acceptance at this version. A link in a footer binds nobody, so until the acceptance flow ships, these Terms are published for reading and not for reliance.
2. Who may use the Service
- You must be at least 18 years old and able to enter a binding contract where you live.
- You must not be a person the Sanctions Compliance Policy excludes, and you must not be located in or ordinarily resident in a jurisdiction on its schedule.
- You must not use the Service where using it would be unlawful for you. Where a feature is restricted, we block it rather than relying on you to avoid it.
- If you use the Service for an organisation, you confirm that you may bind it to these Terms.
The jurisdictions restricted for regulatory rather than sanctions reasons are undecided, including whether the United States, the United Kingdom and the European Union are served at all, and whether the answer differs per feature. That schedule belongs here.
3. What the Service is, and what it is not
The Service is software. It reads public smart contracts, displays what they hold, and helps you prepare transactions that you sign with your own wallet and submit to a public blockchain.
- Coinwars Inc. is not your broker, dealer, exchange, investment adviser, fiduciary, counterparty or custodian.
- We never hold your coins, your ETH or your keys. A trade is between your wallet and a smart contract.
- Nothing on the Service is investment, legal or tax advice, a recommendation, or an offer or solicitation of any security or other financial instrument.
- The smart contracts run on a public blockchain independently of the Service, and keep running if the Service stops.
4. How coins and matches work
Smart contracts carry out the rules below. They are summarised here in plain language; the contracts, and the parameters set on the blockchain at the time you act, are what actually apply. The figures are the values configured on the effective date of these Terms, and the live values can differ.
- Launching. Anyone can launch a coin. A launch costs $2, charged in ETH at the rate a price oracle reports. Each coin has a fixed supply of 1,000,000,000 tokens.
- Pricing. A coin's price comes from a formula applied to the ETH its pool holds, and not from other buyers and sellers. Every buy raises the price and every sell lowers it, including inside your own transaction. There is no market maker, and nobody is obliged to buy from you.
- Fees. Every buy and every sell pays a protocol fee of 1% and a fee of 1% to the coin's creator.
- Tiers. A coin sits in a tier according to its market capitalisation, which means the price on its curve multiplied by its total supply, converted to United States dollars through a price oracle. It is not the amount of ETH in the pool, and it is not an amount anybody could sell the supply for. The tier ceilings are $10,000, $25,000, $50,000, and $100,000.
- Graduating. A coin that reaches $100,000 graduates: its liquidity moves to a decentralised exchange, and the position representing that liquidity is sent to an address nobody controls.
- Matches. A coin is paired one against one with the coin nearest to it in market capitalisation, by rules the contracts enforce. A match cannot settle in its first 1 hour, and runs to a deadline that depends on the tier: 24 hours, 48 hours, 72 hours, and 7 days.
- Winning. The first coin to cross its tier ceiling wins. If neither crosses it by the deadline, the coin with the higher time-weighted average reserve over the match wins.
- Settling. Anyone can call the function that settles a match once its result is determined. Coinwars Inc. cannot choose which coin wins.
- Losing. What happens to the losing coin depends on the loss policy set on the blockchain. Under Reset, the losing pool's ETH is taken and the coin starts again at its launch price: holders keep their tokens, but those tokens can only be sold once new buyers put ETH back in. Under Demote, the pool is reduced to the level of the tier below and the coin drops a tier. Under Merge, the pool buys the winning coin and holders of the losing coin claim winning tokens in proportion to what they hold, less a fee that falls with each merge (1%, 0.8%, 0.6%, 0.4%, and 0.2%). The policy configured on the effective date is Reset.
- Where the ETH goes. Of the ETH taken from a losing pool, 50% goes to the winning coin's pool, released into it gradually over 24 hours rather than all at once, and the rest goes to a treasury contract we control.
- Coins that go nowhere. A coin in the first tier that has not reached its first ceiling within 24 hours can be retired by anyone, and its holders can then redeem their share of what is left in its pool.
Important: Every match that settles has a losing coin. Half of all coins paired lose, and the ordinary outcome for the holders of a losing coin is the loss of most or all of the ETH they put in. That happens by rule, without asking you, and there is no way to opt out once a coin is paired. Use only ETH you can lose entirely.
The match and loss rules are under active redesign, and a standalone Risk Disclosure has not been written. Confirm before each publication that this section still describes the deployed contracts, and decide whether the disclosure has to be a separate document that is accepted separately.
5. What we control, and what we do not
The contracts can be changed. On live networks, both parameters and contract code change through a timelock with a delay of 48 hours, so a change is visible on the blockchain before it takes effect. An upgrade can alter any rule described in these Terms.
A pause function can stop matches from being created, settled or graduated, and can stop an inactive coin from being retired. It does not stop buying and selling on a coin's curve.
Coins are ordinary ERC-20 tokens with no owner. In the contract code deployed today, no function lets Coinwars Inc. take coins or ETH out of your wallet, choose the winner of a match, or reverse a settled match. An upgrade made through the timelock described above could add one, and it would be visible on the blockchain before it took effect. Protocol fees and the treasury's share of a losing pool go to a treasury contract that we control through the timelock.
Publish the timelock address, the addresses that hold the pause and upgrade roles, and the signing threshold behind them. A control that cannot be inspected is a control a reader has to take on trust.
6. Risks you accept
- You can lose all of the ETH you spend. Coins launched here have no business, revenue, assets or obligation of any kind behind them.
- No independent audit of the smart contracts has been completed. They may contain errors that cause partial or total loss.
- Prices move inside a transaction. A large trade gets a worse price than a small one, and a slippage limit can make a transaction fail.
- The blockchain, its node providers, the price oracle and the decentralised exchange used at graduation are operated by other people and can fail, stall or behave unexpectedly.
- A transaction cannot be reversed. A mistaken address or amount is permanent.
- The law about digital assets is changing, and a change may restrict or end your ability to use the Service.
- You are responsible for any tax that applies to what you do.
7. Your wallet
You are responsible for your wallet, its private key and its recovery phrase, and for every transaction you sign. We cannot recover a lost key, cancel a transaction, or return coins sent to the wrong address.
8. Coins you launch
- You are responsible for everything about a coin you launch, including its name, symbol, image, description and links.
- You must not launch a coin that infringes anyone's trademark or copyright, impersonates a real person, company or project, refers to a real security, stock, fund or index, or promises development, a buyback, a listing, a use, or any return.
- The creator fee is a royalty paid to you by a smart contract on every buy and sell of a coin you launched. It is not a share of Coinwars Inc. revenue, a partnership, a security, or an interest in anything.
- You must not promote your coin to people in a jurisdiction where the Service is restricted.
- We may hide a coin, its image or its description from the Service. We cannot remove a coin from the blockchain.
9. Prohibited conduct
You must not use the Service to:
- evade sanctions, or reach the Service from a restricted jurisdiction by VPN, proxy or any other means;
- manipulate a price, a market capitalisation or the outcome of a match, including by trading with yourself or with wallets you control in order to manufacture activity, or by coordinating with others to do so;
- promote a coin in exchange for payment or any other consideration without saying so clearly wherever you promote it;
- exploit a bug or an unintended behaviour in the Service or the contracts instead of reporting it;
- launder money, finance terrorism, or deal in the proceeds of crime;
- post content that is unlawful, infringing, deceptive or harassing, or that promises a return from a coin;
- interfere with, overload or attack the Service or the people using it; or
- breach the End User License Agreement.
We may refuse, suspend or end your access to the Service, and hide your content, where we believe you have breached these Terms or where the law requires it.
10. Your content
Your content is anything you submit: a coin name, image or description, a profile, a comment, a report. You keep ownership of it.
You grant Coinwars Inc. a worldwide, non-exclusive, royalty-free licence to host, store, copy, display and distribute your content for the purpose of operating the Service. Coin images and descriptions are addressed by their content and pointed at from the blockchain, so copies other people hold can outlive the copy we remove.
You confirm that you hold the rights needed to submit your content. We may hide or remove content, including in response to a report.
No copyright agent is registered with the United States Copyright Office, and there is no copyright complaint procedure, community guidelines document or moderation queue. All of them are needed before comments and uploads open to the public.
11. Points
A feature may award points. Points cannot be purchased, cannot be transferred to anybody else, and cannot be exchanged or redeemed for coins, money or anything else of value. They are a score, and we may change or reset them.
A separate tokenomics draft converts accumulated points into a token allocation. That would make points redeemable for something of value and contradict this section, which exists to keep points outside the gambling and derivatives analysis. Both cannot ship; decide which one does. Pin what points do as well as what they are worth: a balance that unlocks or extends play can reopen the same analysis even when it is never redeemable.
12. Fees and taxes
The fees described in these Terms are charged by the smart contracts, and network fees are paid to the blockchain rather than to us. Fees are not refundable. You are responsible for any tax on your activity.
13. Services we do not control
The Service depends on things other people operate, including wallets, WalletConnect, blockchain node providers, the price oracle, block explorers and the decentralised exchange used at graduation. We are not responsible for them, and their own terms govern your use of them.
14. Disclaimers
Important: The Service and the smart contracts are provided as they are and as available. To the fullest extent the law allows, Coinwars Inc. disclaims every warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Service will be uninterrupted, accurate, or free of error or of harmful components.
15. Limitation of liability
Important: To the fullest extent the law allows, Coinwars Inc. and its officers, directors, employees and agents are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data, or lost coins or other digital assets, arising out of or relating to the Service or these Terms, even if we were told such damages were possible.
Important: To the fullest extent the law allows, the total liability of Coinwars Inc. for all claims relating to the Service or these Terms is limited to the greater of the fees you paid to Coinwars Inc. in the 12 months before the claim arose, or 100 United States dollars.
Nothing in these Terms limits liability for fraud, gross negligence, wilful misconduct, or anything else that cannot be limited under the law that applies. Some jurisdictions do not allow some of these limits, so parts of this section may not apply to you.
16. Indemnity
To the extent the law allows, you will indemnify Coinwars Inc. against third-party claims, and the losses and reasonable costs that come with them, arising out of your breach of these Terms, your content, or your violation of any law or of anybody's rights.
17. Governing law and disputes
These Terms are governed by the laws of the State of Wyoming, United States of America, without regard to conflict of laws rules, and subject to any consumer protection law of the place you live that cannot be excluded by contract.
Important: Arbitration. Except as set out below, a dispute between you and Coinwars Inc. relating to the Service or these Terms is resolved by binding individual arbitration, administered by the American Arbitration Association under its Consumer Arbitration Rules, seated in the State of Wyoming, United States of America. Coinwars Inc. pays the arbitration fees above the filing fee those rules assign to you.
Important: Class action waiver. You and Coinwars Inc. may bring claims against each other only individually, and not as a plaintiff or class member in a class, collective or representative proceeding. If this waiver is held unenforceable for a claim, that claim proceeds in court rather than in arbitration.
- Before starting arbitration, the party with the claim sends the other a written notice describing it and what is sought, and allows 60 days to resolve it informally.
- Either party may instead bring an individual claim in small claims court, if the claim qualifies.
- You may opt out of arbitration by sending written notice to the address in the Contact section within 30 days after you first accept these Terms, giving your wallet address. Opting out changes nothing else.
- Nothing in this section waives a right that cannot be waived under the law that applies, including under the federal securities and commodities laws.
Review this clause against current case law before publication, in particular who decides questions of arbitrability, the informal resolution period, and what happens if many claims are filed at once.
18. Suspension and termination
You may stop using the Service at any time. We may suspend or end your access, or discontinue the Service, at any time, including to comply with the law. Ending your access to the Service does not affect coins in your wallet or your ability to call the contracts with other software.
The sections on risks, your content, disclaimers, liability, indemnity and disputes continue after these Terms end.
19. Changes to these Terms
We may change these Terms. When we do, the version number and the effective date change, and you are asked to accept the new version before your next action that needs acceptance. A change does not apply to a dispute that arose before it.
20. General
- These Terms, with the documents they bring in, are the entire agreement between you and Coinwars Inc. about the Service.
- If a provision is unenforceable, the rest stays in force.
- Not enforcing a provision is not giving it up.
- You may not transfer your rights under these Terms. We may transfer ours in connection with a merger, an acquisition or a sale of assets.
- Nothing in these Terms creates a partnership, a joint venture, employment or an agency relationship.
21. Contact and notices
No address exists yet for notices under these Terms, including an arbitration opt-out. Create a monitored mailbox and a postal notice address, set them in the entity configuration, and every document here picks them up.