Sushi Launchpad Terms of Use

Last modified: July 29, 2026

Sushi Launchpad Terms of Use

Last Updated: 29 July 2026

These Terms of Use constitute a legally binding agreement between you ("you" or "your") and Sushi Labs Limited and its affiliates ("Sushi Entities", "we", "our" or "us"). The Terms govern your use of all Sushi Launchpad Services made available to you on or through the Sushi Launchpad Platform or otherwise. Sushi Launchpad Services may be developed, maintained, and/or provided by the Sushi Entities or affiliates.

By accessing the Sushi Launchpad Platform and/or using the Sushi Launchpad Services, as defined in these Terms, you agree that you have read, understood and accepted these Terms, together with any additional documents. You acknowledge and agree that you will be bound by and will comply with these Terms, as updated and amended from time to time. BY ACCESSING THE SUSHI LAUNCHPAD PLATFORM AND USING SUSHI LAUNCHPAD SERVICES, YOU IRREVOCABLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR MASS ACTION IN ANY JURISDICTION OR BEFORE ANY TRIBUNAL AS STATED IN SECTION 27. YOU ALSO EXPRESSLY AGREE THAT ANY CLAIMS AGAINST ANY SUSHI-RELATED ENTITY OR AFFILIATE MAY BE SUBJECT TO BINDING ARBITRATION AS STATED IN SECTION 27.

If you do not understand and accept these Terms in their entirety, you should not use the Sushi Launchpad Platform.

RISK WARNING

The Sushi Launchpad Platform and Sushi Launchpad Services generally involve interacting with user-generated Digital Assets in various ways. Neither the Sushi Entities nor any affiliates are responsible for user-generated Digital Assets that you may, in your sole discretion, engage with on the Sushi Launchpad Platform or via the Sushi Launchpad Services. Please ensure that you fully understand the risks involved with user-generated Digital Assets before using the Sushi Launchpad Platform and Sushi Launchpad Services.

The value of User-Generated Digital Assets, especially memecoins that are commonly found on the Sushi Launchpad Platform and as part of the Sushi Launchpad Services, can fluctuate significantly and there is a material risk of economic loss when buying, selling, holding or otherwise transacting in any Digital Asset. Many Tokens created through the Sushi Launchpad Platform may have little or no utility, may experience extreme price volatility, may become illiquid, and may lose some or all of their value. Tokens should not be viewed or purchased as investments. You should therefore consider whether participating on the Sushi Launchpad Platform in general or Sushi Launchpad Services specifically is suitable for you taking into account your personal circumstances, financial, or otherwise.

You acknowledge that we are not your broker, intermediary, agent or advisor and we have no fiduciary relationship or obligation to you in connection with any activities you undertake when using the Sushi Launchpad Platform or Sushi Launchpad Services. We do not and are not providing any investment or consulting advice and no communication or information that we provide to you is intended to be, or should be construed as, advice of any kind. We do not recommend that any user-generated Digital Asset be bought, earned, sold or held by you under any circumstances.

You are responsible for determining whether any user-generated Digital Asset is appropriate for you to acquire, transact in, or otherwise use on the Sushi Launchpad Platform or with Sushi Launchpad Services based on your personal investment objectives, financial circumstances and risk tolerance and you are responsible for any associated loss or liability. Before making the decision to buy, sell or hold any user-generated Digital Asset, you should conduct your own due diligence and about the creator of the Digital Asset and, where appropriate, consult your financial advisor. We are not responsible for the decisions you make to buy, earn, sell or hold Digital Assets based on the information or services provided by us or by users themselves through the Sushi Launchpad Platform or Sushi Launchpad Services, including any losses you may incur based on your decisions.

1. Introduction

1.1. The Sushi Entities and their affiliates develop, maintain, operate, and provide access to the Sushi Launchpad Platform and Sushi Launchpad Services.

1.2. By using the Sushi Launchpad Platform or any of the Sushi Launchpad Services you are entering into a legally binding agreement with all Sushi Entities and their affiliates. These Terms will govern your use of the Sushi Launchpad Platform and all of the Sushi Launchpad Services.

1.3. You acknowledge that you must read these Terms, together with the documents referenced in the Terms, carefully and are responsible for telling us if you do not understand anything.

1.4. You expressly agree that you will be bound by, and that you will comply with, any additional terms and conditions that apply to your use of the Sushi Launchpad Platform or any of the Sushi Launchpad Services.

2. Eligibility

2.1. To be eligible to use the Sushi Launchpad Platform and the Sushi Launchpad Services:

  • a. you must be an individual, corporation, legal person, entity or other organisation with the full power, authority and capacity to:
    • (i) access and use the Sushi Launchpad Platform; and
    • (ii) enter into and comply with your obligations under these Terms, including, in the case of an individual, being of the legal age of majority in your jurisdiction;
  • b. if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;
  • c. you must not be a Restricted Person or access or use the Sushi Launchpad Platform or Sushi Launchpad Services directly or indirectly for, on behalf of, or for the benefit of a Restricted Person;
  • d. you must not reside in, be a citizen of, be located in, be incorporated or otherwise organised in, or have a registered office, principal place of business, or material business operations in a Restricted Jurisdiction; and
  • e. neither you nor, if applicable, any of your direct or indirect owners, representatives, employees, agents, or other persons accessing or using the Sushi Launchpad Platform or Sushi Launchpad Services on your behalf may coordinate, conduct, control, or make decisions concerning such access or use from within a Restricted Jurisdiction.

2.2. There are no exceptions to the restrictions in Sections 2.1(c) through 2.1(e). If you are a Restricted Person or are located in a Restricted Jurisdiction, you must not use or attempt to use the Sushi Launchpad Platform or Sushi Launchpad Services. You must not use a VPN, proxy, geolocation-spoofing service, intermediary, or any other technology or arrangement to circumvent or attempt to circumvent these restrictions.

2.3. We may amend our eligibility criteria at any time at our sole discretion. We retain the sole discretion to make changes without telling you in advance. For example, we may change these Terms without notifying you where:

a. we are making the change as a result of legal and/or regulatory changes;

b. the changes being made are in your interest; and/or

c. there is any other valid reason which means there is no time to give you notice.

We will let you know of the change as soon as possible after it is made by updating the “last updated” date at the top of these Terms.

You acknowledge and agree that you are responsible for checking these Terms to stay abreast of any changes related to your use, and that we may terminate your use of the Sushi Launchpad Platform and any of the Sushi Launchpad Services at any time for any reason.

3. Sushi Launchpad Platform

3.1. Usage of the Sushi Launchpad Platform and Sushi Launchpad Services is provided at our absolute discretion. We reserve the right to refuse any usage of, or restrict your access to, the Sushi Launchpad Platform and Sushi Launchpad Services for any reason, or without reason at any time.

3.2. You must not post, upload or publish to the Sushi Launchpad Platform any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or to spread false or misleading information or messages that are otherwise in contravention of Applicable Laws. Violating this provision may result in termination of or restrictions on the availability of the Sushi Launchpad Platform and Sushi Launchpad Services to you.

3.3. You must not post, upload or publish to any platform or media any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or to spread false or misleading information or messages that are otherwise in contravention of Applicable Laws in respect of any user-generated Digital Assets created using the Sushi Launchpad Services. Violating this provision may result in termination of or restrictions on the availability of the Sushi Launchpad Services to you.

3.4. To the fullest extent permitted by Applicable Law, Sushi reserves the right, at any time, in its sole and absolute discretion, and without prior notice or liability, to reject, restrict, suspend, disable, delist, remove, or cease displaying, supporting, promoting, or facilitating access through the Sushi Launchpad Platform to any Token or related pool, market, metadata, content, feature, or service. Sushi may take any such action in response to actual, suspected, threatened, or potential legal or regulatory concerns; a request or inquiry from a Regulatory Authority, law-enforcement authority, court, service provider, or other third party; a change in Applicable Law or regulatory guidance; sanctions or financial-crime risk; or any other compliance or risk-management concern, whether or not Sushi is legally required to act. Sushi is not required to investigate, establish, or disclose the basis for such action. Restricting or removing a Token from the Sushi Launchpad Platform may not remove the Token or related data from a blockchain, unwind completed Transactions, or prevent interaction through third-party interfaces or directly with public smart contracts.

4. Fees and Calculations

4.1. Fees for use of the Sushi Launchpad Services are displayed through the Sushi Launchpad Platform and encoded in or charged by the applicable smart contracts. The initial expected native Token launch fee is 0.0005 ETH, but the protocol owner may change that fee, including to zero. Sushi Entities and affiliates do not charge any fees merely for accessing the Sushi Launchpad Platform, but reserve the right to do so in their sole discretion in the future.

4.2. You agree to pay all applicable fees in connection with your use of the Sushi Launchpad Services as requested during your use of those services, whether on the Sushi Launchpad Platform or via a separate third-party interface. You understand that the Sushi Entities and affiliates do not control any fees charged by third parties you may use to access the Sushi Launchpad Services, and you are solely responsible for payment of any third-party fees.

4.3. You expressly authorise the applicable smart contracts to deduct, route, collect, and distribute all applicable fees, commissions, charges and other sums from the Wallet that you connect to the Sushi Launchpad Platform or from amounts involved in a Transaction under these Terms. The complete native amount sent with a Token launch, including any excess over the required launch fee, belongs to Sushi.

4.4. Amending our fees: We may adjust our fees from time to time in accordance with Section 14 of these Terms. If you do not wish to accept the changed fees, you must cease use of the Sushi Launchpad Platform and relevant Sushi Launchpad Services. Your continued access to or use of the Sushi Launchpad Platform and relevant Sushi Launchpad Services shall be deemed acceptance of the updated fee.

4.5. Calculations: Any calculations of fees made by the Sushi Entities or affiliates in connection with your use of the Sushi Launchpad Services are final and binding on you in the absence of Manifest Error. Estimates displayed by the Sushi Launchpad Platform may differ from the amounts determined by the applicable smart contracts due to slippage, network conditions, token ordering, rounding, or other factors.

4.6. Liquidity-Provider Fees

  • Fees accrue from trading activity in the SushiSwap V3 pool associated with a Token and may accrue in both the Token and its quote token. These fees are distinct from the permanently locked liquidity principal described in Section 4.7.
  • The default fee split is 30% to Sushi and 70% to the immutable Token creator. The protocol owner may change the default split for future Tokens and may replace the stored split for an existing Token. The split in effect when fees are collected and distributed applies to that distribution, including fees accrued earlier but not yet distributed.
  • Any person may call the fee-distribution function and receives no reward for doing so. Fees are paid to the then-current Sushi protocol recipient and the immutable creator address recorded when the Token was launched.
  • Liquidity-provider fees are dependent on trading activity, network conditions, smart contracts, token behavior, and third-party infrastructure. The Sushi Entities do not guarantee any minimum fee, income, yield, distribution frequency, trading volume, or Token value.
  • You are solely responsible for determining and fulfilling any tax obligations related to liquidity-provider fees or other activity using the Sushi Launchpad Platform, including reporting and remitting income, capital gains, VAT, or similar taxes. The Sushi Entities and their affiliates do not provide tax advice in any jurisdiction for any purpose.
  • You agree that you will use any fees received in compliance with all applicable laws and regulations, not use fees to launder money, finance terrorism, or engage in fraud or other illegal activities, and not misrepresent fee settings, token economics, or related rights to others.
  • If you make any public statements or marketing materials about a Token or its fees, you must ensure those statements are accurate and not misleading and disclose any personal financial interest as required by Applicable Law.

4.7. Token Launches, Protocol Reserve, and Permanent Liquidity

  • Each Token created through Sushi Launchpad v1 has 18 decimals and a fixed total supply of exactly 1,000,000,000 Tokens. The full supply is minted once, with no Sushi Launchpad function for later minting.
  • The creator selects a quote token from a list maintained by the protocol owner. The Token and quote token are paired in a SushiSwap V3 pool at the 1% fee tier. A Chainlink quote-token/USD feed selected by the protocol owner is used to calculate the initial pool price. Allowlisting and feed selection do not constitute endorsement or a guarantee of the quote token, feed, price, availability, or market outcome.
  • A portion of the Token supply is allocated at launch to a Sushi-owned protocol reserve. The initial expected reserve is 3%, but the protocol owner may change the percentage for future launches within the smart contract's permitted range.
  • The protocol reserve is separate from liquidity, is locked for 365 days, may be withdrawn once after it unlocks, and is paid to the protocol recipient configured when withdrawal occurs. It is not backing, collateral, a redemption fund, or an allocation owned by the creator or Token holders.
  • The remaining launch allocation is deposited as one-sided liquidity in one maximum-bound price range. The Sushi Launchpad contract permanently owns the resulting position NFT and exposes no function to decrease its liquidity, transfer or burn it, withdraw its principal, migrate the liquidity, or rescue under-consumed Token units.
  • As users trade, position principal may change from the Token into the quote token or back again. That principal is not creator revenue and is not withdrawable by the creator or Sushi. Only liquidity-provider fees collected through the designated distribution function are distributable.
  • The Sushi Launchpad contract has no pause or upgrade function. Position principal may remain inaccessible even if a bug, exploit, market disruption, token defect, or future protocol migration occurs.
  • The Wallet that submits the successful launch Transaction is permanently recorded as the Token creator, metadata authority, and creator fee recipient. Neither the creator nor Sushi can transfer or replace that creator address through the Sushi Launchpad smart contract.
  • The Sushi Launchpad smart contract initially targets a $5,000 fully diluted valuation using the configured Chainlink feed and aligns that price to the pool's permitted tick spacing. The displayed or realized figure is a mechanical initialization parameter, not a valuation opinion, fair price, prediction, endorsement, or guarantee of any market outcome. Oracle timing, tick alignment, trading, liquidity, and market conditions may cause displayed and market values to differ.

5. Records and Data Retention

We may collect, use, store, retain, and disclose personal data and other information relating to your access to and use of the Sushi Launchpad Platform and Sushi Launchpad Services for the purposes of providing the Sushi Launchpad Services, maintaining platform security, preventing fraud and market abuse, complying with Applicable Law, enforcing these Terms, resolving disputes, and satisfying tax, accounting, regulatory, and legal recordkeeping obligations.

We retain such information for as long as reasonably necessary to fulfill the purposes described above, including any period required by Applicable Law or legitimate business needs. Our collection, use, retention, and your rights in relation to personal data are further described in our Privacy Notice.

6. Accessing the Sushi Launchpad Platform

6.1. To access the Sushi Launchpad Platform and Sushi Launchpad Services, you must have the necessary equipment (such as a computer or smartphone) and access to the internet. You can access the Sushi Launchpad Platform and Sushi Launchpad Services through the use of bots or as we may permit from time to time, as long as such access otherwise complies with all requirements and rules established in these Terms.

6.2. The use of the Sushi Launchpad Platform and other access methods may be subject to such additional terms as we require from time to time and which we will communicate to you. We may log technical, device, wallet, session, and network metadata associated with your access to the Sushi Launchpad Platform and Sushi Launchpad Services for security, fraud prevention, abuse detection, and compliance purposes.

6.3. The Sushi Launchpad Platform and Sushi Launchpad Services may be accessible through third-party platforms or integrations. Where you access the Sushi Launchpad Services through a third-party platform:

  • you agree to comply with both these Terms and the terms of the applicable third party;
  • Sushi Entities are not responsible for the operation, availability, or policies of such third-party platforms.

7. Transactions

7.1. You acknowledge and agree that where you execute any Transaction with Improper Intent and/or in the case of Manifest Error, Sushi is authorised by you (without any payment or penalty or liability due by Sushi and provided that such action is in compliance with Applicable Law) to refuse, block, or cancel such Transaction to the extent technically possible and take such other actions as Sushi may reasonably deem fit. Sushi cannot cancel, void, reverse, or treat as never entered into a Transaction that has been irreversibly confirmed on a blockchain.

7.2. We may be required under these Terms or Applicable Law to share information about your activities on the Sushi Launchpad Platform with third parties and among the Sushi Entities and their affiliates. You acknowledge and agree that we are entitled to disclose such information.

8. Submission of Instructions

8.1. Instructions are transactions or commands prepared for execution on an EVM Blockchain, initially Robinhood Chain, using the Sushi Launchpad Platform and Sushi Launchpad Services. You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction and will not monitor or reject Instructions on the basis that they are, or appear to be, duplicates. In our sole, absolute discretion, we may refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction.

8.2. You acknowledge and agree that blockchain Instructions may be irrevocable and therefore once an Instruction has been submitted you may have no right or technical ability to unilaterally rescind or withdraw it. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes, except where the applicable blockchain record shows otherwise.

8.3. By submitting an Instruction you are authorising your Wallet to sign and submit one or more transactions on an EVM Blockchain and the applicable smart contracts to credit, debit, transfer, or otherwise interact with Digital Assets in accordance with your Instruction. If you have insufficient Digital Assets in your Wallet to effect the Transaction (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction), then we have the right to refuse to prepare or transmit the Transaction. Sushi Entities and affiliates may also refuse to act on Instructions to the extent permitted by these Terms. It is your responsibility to hold sufficient Digital Assets in your Wallet. Sushi does not hold or control your private keys and cannot sign a Transaction for you.

8.4. You are aware that Instructions and information transmitted on the Sushi Launchpad Platform or by email are generally transmitted via the internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information transmitted will be completely protected against unauthorised access, and you accept the associated risks. Our privacy practices and your rights are disclosed in our Privacy Notice.

9. Transactions

9.1. We do not represent or warrant that any actions by you on the Sushi Launchpad Platform or use of the Sushi Launchpad Services will be completed successfully or within a specific time period. By accessing and using the Sushi Launchpad Platform and Sushi Launchpad Services, you represent that you understand that smart contract transactions, like the ones conducted through the Sushi Launchpad Platform and Sushi Launchpad Services, automatically execute and settle, and that blockchain-based systems are variable and transaction speeds may increase dramatically at any time.

9.2. You expressly agree that the Sushi Entities and affiliates are permitted, but not required, to keep a record of all Transaction information related to use of the Sushi Launchpad Platform and Sushi Launchpad Services. You further agree that we may keep this information, if we collect it, for as long as it is required to fulfill its intended purpose or any other period of time as required by Applicable Law.

10. Material Interests and Conflicts

10.1. You understand and agree that neither your relationship with us nor any services we provide to you, nor any other matter, will give rise to any duties on our part or on the part of any Sushi Entity or affiliate, whether legal, equitable, fiduciary in nature, save as are expressly set out in these Terms. In particular, Sushi Entities and affiliates may from time to time act in more than one capacity, and in those capacities we may receive fees or commissions from more than one user (including you). You agree that we may act in such capacities and provide any other services or carry out any business with or for you, any other Sushi Entity or affiliate or any other user.

10.2. You understand and agree that, except as required under our Privacy Notice, the Sushi Entities and affiliates will not be required to: (i) have regard to any information known to us, which is or may be a material interest; (ii) disclose any such information to you; or (iii) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course of providing access to the Sushi Launchpad Platform and Sushi Launchpad Services to you, which we may use in the ordinary course of our business.

10.3. We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between us and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. We reserve the right at all times to decline to act for you where we are not able to manage a conflict of interest in any other way.

10.4. You understand that from time to time we may transact using the Sushi Launchpad Platform. We are under no obligation to disclose any of our transactions on the Sushi Launchpad Platform.

11. Transaction Limits

Your activity on the Sushi Launchpad Platform and use of the Sushi Launchpad Services may be subject to limits that we shall determine from time to time in our sole discretion.

12. Security

12.1. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are responsible for backing up and maintaining duplicate copies of any information related to your use of the Sushi Launchpad Platform and Sushi Launchpad Services. The Sushi Entities and affiliates are not responsible for any claim or losses resulting from your failure to comply with this clause.

12.2. At all times, you, and anyone you permit to access the Sushi Launchpad Platform and Sushi Launchpad Services using your Wallet (“Permitted Users”), shall maintain adequate security and control of all of the information used to access the Sushi Launchpad Platform and Sushi Launchpad Services. You are responsible for taking the necessary security measures to protect such details, including by:

  • a. strictly abiding by all of our mechanisms or procedures;
  • b. never allowing remote access or sharing your computer and/or computer screen with someone else when you are logged into the Sushi Launchpad Platform or are using the Sushi Launchpad Services;
  • c. remembering that under no circumstances will we ask you to share any of your passwords or 2-factor authentication codes or similar. You should never disclose these if asked.

12.3. You are solely responsible for keeping the information used to access the Sushi Launchpad Platform and Sushi Launchpad Services secure against any attacks and unauthorised access.

12.4. It is important that you monitor your Activity History to ensure any unauthorised or suspicious activity on your account is identified. You agree that you are required to notify us as soon as possible of any suspicious activity involving the Wallet you use to access the Sushi Launchpad Platform and Sushi Launchpad Services. You acknowledge that any Security Breach may result in unauthorised access to your Wallet by third parties and the loss or theft of any Digital Assets and/or funds from your Wallet and any associated Wallets or accounts.

12.5. If you suspect a Security Breach, you must ensure that:

  • a. we are notified immediately and continue to be provided with accurate and up-to-date information throughout the duration of the Security Breach;
  • b. you take any other steps that we may reasonably require to reduce, manage or report any Security Breach.

12.6. For purposes of these Terms, a Security Breach includes any actual or suspected unauthorized access to your Wallet, recovery credentials, connected social login, device, session, third-party integration, or any impersonation, social engineering, or fraudulent communication that may affect your access to the Sushi Launchpad Platform or Sushi Launchpad Services.

You agree to promptly notify Sushi of any suspected Wallet compromise, account takeover, fraudulent recovery event, deceptive support communication, or impersonation relating to Digital Assets, transactions, or Wallet access, and to reasonably cooperate in preserving evidence relevant to any resulting investigation.

13. Privacy

13.1. Our collection, use, storage, disclosure, transfer, and other processing of personal data in connection with these Terms, your access to the Sushi Launchpad Platform, and your use of the Sushi Launchpad Services is governed by our Privacy Notice which forms part of these Terms.

Such processing may include, where applicable, processing necessary to provide the Sushi Launchpad Services, authenticate users, maintain platform security, prevent fraud and market abuse, comply with Applicable Law, enforce these Terms, moderate content and communications, and support legitimate business operations.

Depending on your jurisdiction, you may have certain rights in relation to your personal data, including rights of access, correction, deletion, objection, portability, restriction, or limitation of certain processing activities, as further described in the Privacy Notice.

You acknowledge that your personal data may be transferred to, stored in, and processed in jurisdictions other than your own, subject to appropriate safeguards where required by Applicable Law.

13.2. You represent and warrant that:

  • a. you acknowledge that you have read, understood, and agree to our Privacy Notice.
  • b. our business changes regularly and our Privacy Notice will change also. Therefore, if from time to time we provide you with a replacement version of the Privacy Notice, you will promptly read the Privacy Notice.

14. Amending the Terms

14.1. We can make changes to these Terms and any terms and conditions incorporated by reference at any time and your continued use of the Sushi Launchpad Platform and Sushi Launchpad Services constitutes your consent to such changes. Changes to these Terms will be published on our website and may also be notified to users by such other means as Sushi Entities and affiliates determine in their sole discretion. You acknowledge and agree that you are required to check these Terms periodically to ensure that you are aware of any and all changes.

14.2. If you do not wish to accept these Terms or any future modified Terms, you must cease use of the Sushi Launchpad Platform and Sushi Launchpad Services. Your continued access to or use of the Sushi Launchpad Platform and Sushi Launchpad Services shall be deemed acceptance of the updated Terms.

15. Termination, Suspensions, Restrictions

15.1. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the Sushi Launchpad Platform or Sushi Launchpad Services. In particular, we may: (i) refuse to complete or block, cancel, or, where permitted by Applicable Law, reverse (to the extent possible) any action you have undertaken; (ii) terminate, suspend, or restrict your access to any or all of the Sushi Launchpad Platform and Sushi Launchpad Services; (iii) refuse to transmit information or Instructions to third parties (including but not limited to third-party Wallet operators); (iv) restrict, suspend, delist, remove, or cease supporting or displaying any Token or related content or functionality as further described in Section 3.4; and/or (v) take whatever action we consider necessary, in each case with immediate effect and for any reason including, but not limited to where:

  • a. you are not, or are no longer, eligible to use the Sushi Launchpad Platform and Sushi Launchpad Services;
  • b. we reasonably suspect that:
    • i. the person connecting to the Sushi Launchpad Platform or Sushi Launchpad Services with your Wallet is not you, or we suspect that you have been or will be using the Sushi Launchpad Platform or Sushi Launchpad Services for any illegal, fraudulent, or unauthorised purposes;
    • ii. information provided by you is wrong, untruthful, outdated, or incomplete;
  • c. we reasonably consider that we are required to do so by Applicable Law, or any court or authority;
  • d. Without limiting the foregoing, Sushi may terminate, suspend, restrict, or otherwise limit access where it reasonably suspects impersonation, linked-wallet activity, device clustering, off-platform conduct connected to Digital Asset activity, or other behavior presenting elevated fraud, sanctions, legal, or platform integrity risk. Sushi may also preserve related wallet, device, session, Transaction, and metadata records as reasonably necessary for fraud review, legal process, regulatory compliance, or enforcement of these Terms.
  • e. your usage is subject to any pending, ongoing or threatened litigation or regulatory proceedings;
  • f. you have taken any action that may circumvent our controls without our consent;
  • g. there is any other valid reason which means we need to do so.

15.2. You acknowledge and agree that:

  • a. the examples set out above are non-exhaustive; and
  • b. our decision to terminate, suspend, or restrict access may be based on confidential criteria that are essential to our risk management and security protocols. We are under no obligation to disclose these to you.

15.3. Where we terminate, suspend, hold or restrict your access:

  • a. if you have Instructions or Transactions that are open, they may be closed by you or by us depending on the circumstances;
  • b. you authorise the applicable smart contracts to deduct any unpaid costs and fees from assets involved in a Transaction, to the extent disclosed in the Transaction you sign.

15.4. If we are informed and reasonably believe that any Digital Assets in your Wallet are stolen or not lawfully possessed by you (whether by error or otherwise), we may, but are not obligated to, terminate your usage of the Sushi Launchpad Platform and Sushi Launchpad Services. Except where required by law, we will not become involved in any dispute relating to such assets or their origin.

16. Sushi IP

All Sushi IP shall remain vested in Sushi Entities and their affiliates. At no point do users of the Sushi Launchpad Platform or Sushi Launchpad Services obtain any right to Sushi IP unless expressly provided by these Terms.

17. Licence of Sushi IP

We grant to you a non-exclusive licence for the duration of these Terms, or until we suspend or terminate your usage of the Sushi Launchpad Platform and Sushi Launchpad Services, whichever is sooner, to use the Sushi IP, excluding the Sushi Trade Marks, solely as necessary to allow you to access and use the Sushi Launchpad Platform and Sushi Launchpad Services for non-commercial personal use, in accordance with these Terms.

18. Licence of User IP

18.1. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive licence to use the User IP to the extent it:

  • a. forms part of, or is necessary for the use of, any Created IP; and
  • b. is necessary to allow us to provide you with access to the Sushi Launchpad Platform and Sushi Launchpad Services.

18.2. The licence granted by you under this clause includes our right to sub-license to a third party to the extent required to enable Sushi Entities and any affiliates to provide you with access to the Sushi Launchpad Platform and to enable use of any Sushi Launchpad Services, or any part of them.

19. Created IP

19.1. The Created IP shall automatically vest in us from time to time on the date on which it is created.

19.2. You hereby assign to us (and agree to procure that any agents, representatives or contractors assign), with full title guarantee, title to all present and future rights and interest in the Created IP.

19.3. If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.

20. General

20.1. You agree and acknowledge that: (i) we are not responsible for any User Material (whether provided by you or by third parties) which may be used on, uploaded to or made available on the Sushi Launchpad Platform and Sushi Launchpad Services, including user-generated Digital Assets; and (ii) use of any such User Material and user-generated Digital Assets is at your own risk and that we do not provide any warranties in relation to the same.

20.2. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post, use or display on the Sushi Launchpad Platform (including any User Material and user-generated Digital Assets) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Material and user-generated Digital Assets, recovering damages or other monetary compensation from you, suspending or terminating your access to the Sushi Launchpad Platform and Sushi Launchpad Services. We have the right to restrict or ban you from any and all future use of the Sushi Launchpad Platform and Sushi Launchpad Services. Removing content from the Sushi Launchpad Platform does not delete on-chain data or disable public smart contracts.

20.3. You agree that we may record any communications, electronic, by telephone, over video call, chat, VOIP or otherwise, that we have with you in relation to these Terms, and that any such record that we keep will constitute evidence of the communications between you and us. You agree that telephone conversations and video calls may be recorded so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.

20.4. Sushi does not review, assess, or determine whether any Token, Token launch, Transaction, promotion, fee arrangement, or related activity constitutes or involves a security, commodity, derivative, collective investment scheme, financial product, regulated instrument, regulated offering, or other regulated activity in any jurisdiction. Making a Token or related functionality available through the Sushi Launchpad Platform, or allowing a Token to remain available, does not constitute any legal or regulatory determination, approval, endorsement, or assurance by Sushi. Each Token creator bears sole responsibility for making all such determinations before creating, launching, promoting, distributing, or otherwise making a Token available and for satisfying every resulting compliance obligation, including any registration, licensing, authorisation, filing, disclosure, marketing, transfer, investor-eligibility, geographic, reporting, and ongoing compliance requirement. Creators should obtain independent legal advice appropriate to every jurisdiction in which a Token may be created, offered, promoted, acquired, or used.

21. Prohibited Use

By using the Sushi Launchpad Platform and Sushi Launchpad Services, including carrying out any Transaction, and without prejudice to any other restriction or limitation set out in these Terms, you agree that you will not:

  • a. breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms;
  • b. use the Sushi Launchpad Platform and/or Sushi Launchpad Services in a manner that violates these Terms, any applicable content or intellectual-property policy, and/or any guidelines we publish for the Sushi Launchpad Platform;
  • c. use Sushi Launchpad Platform and/or Sushi Launchpad Services for commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;
  • d. use the Sushi Launchpad Platform and/or Sushi Launchpad Services for anything which, in Sushi's sole opinion, is conduct designed to control or artificially affect the price of any Digital Asset (market manipulation) including, without limitation, pump and dump schemes, wash trading;
  • e. engage in fraudulent activities, or cause us to suspect that you have engaged in fraudulent activities or Transactions;
  • f. undertake any activities or use the Sushi Launchpad Platform and/or Sushi Launchpad Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, other users, third parties, or yourself;
  • g. provide false, inaccurate or misleading information in connection with your use of the Sushi Launchpad Platform and/or Sushi Launchpad Services, in communications with us, or otherwise connected with these Terms;
  • h. (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Sushi Launchpad Platform and/or Sushi Launchpad Services, or replicate or bypass the navigational structure or presentation of the Sushi Launchpad Platform in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided by the Sushi Launchpad Platform and/or Sushi Launchpad Services; (ii) attempt to access any part or function of the Sushi Launchpad Platform and/or Sushi Launchpad Services without authorisation, or connect to the Sushi Launchpad Platform and/or Sushi Launchpad Services or any of our servers or any other systems or networks of the Sushi Launchpad Platform and/or Sushi Launchpad Services provided through the Sushi Launchpad Platform and/or Sushi Launchpad Services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of Sushi Launchpad Platform or any network connected to the Sushi Launchpad Platform and/or Sushi Launchpad Services, or violate any security or authentication measures on the Sushi Launchpad Platform and/or Sushi Launchpad Services or any network connected to the Sushi Launchpad Platform and/or Sushi Launchpad Services; (iv) track or seek to track any information of any other users or visitors of the Sushi Launchpad Platform and/or Sushi Launchpad Services; (v) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Sushi Launchpad Platform and/or Sushi Launchpad Services, or the infrastructure of any systems or networks connected to the Sushi Launchpad Platform and/or Sushi Launchpad Services; (vi) use any devices, software or routine programs to interfere with the normal operation of the Sushi Launchpad Platform and/or Sushi Launchpad Services or any transactions on the Sushi Launchpad Platform and/or Sushi Launchpad Services, or any other person's use of the Sushi Launchpad Platform and/or Sushi Launchpad Services; or (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;
  • i. modify or adapt the whole or any part of the Sushi Launchpad Platform and/or Sushi Launchpad Services or combine or incorporate the Sushi Launchpad Platform into another programme or application;
  • j. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Sushi Launchpad Platform, Sushi Launchpad Services or any components thereof;
  • k. modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or licence, sub-licence, sell, mirror, design, rent, lease, private label, grant security interests in such Sushi IP or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the Sushi IP;
  • l. facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Sushi Launchpad Platform and/or Sushi Launchpad Services;
  • m. (i) use an anonymizing proxy; (ii) use any device, software, or routine to interfere or attempt to interfere with our Sites; and (iii) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
  • n. create, or purport to create, any security over your user-generated Digital Assets that may be on the Sushi Launchpad Platform and/or Sushi Launchpad Services without our prior written consent;
  • o. violate, or attempt to violate, (i) any Applicable Law; or (ii) our or any third party's copyright, patent, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
  • p. access, use, or attempt to access or use the Sushi Launchpad Platform or Sushi Launchpad Services from or within a Restricted Jurisdiction, or if you are a Restricted Person, or directly or indirectly for, on behalf of, or for the benefit of a Restricted Person;
  • q. engage in any off-platform conduct, including through social media, messaging applications, or synthetic media, that is reasonably intended to manipulate, misrepresent, or artificially affect the market for any Digital Asset created, traded, promoted, or discussed through the Sushi Launchpad Platform or Sushi Launchpad Services;
  • t. use the Sushi Launchpad Platform, Sushi Launchpad Services, or any Digital Asset in connection with any capital raise, pooled investment scheme, profit-sharing arrangement, revenue participation right, tokenized equity or debt representation, or any other activity intended to represent an ownership, creditor, or investment interest in an ongoing business or enterprise;
  • u. create, distribute, or use deceptive synthetic media, including AI-generated voice, video, images, avatars, or likenesses, to falsely imply endorsement, affiliation, authorship, governance authority, treasury control, or market intent; and
  • v. use VPNs, proxies, geolocation spoofing, burner identities, linked social accounts, or other technical means to evade jurisdictional, sanctions, fraud, or platform-integrity controls.
  • w. engage in any deceptive, manipulative, evasive, coordinated, or integrity-undermining conduct (whether on-platform or off-platform, directly or indirectly, manually or through automated, AI-generated, synthetic, or other technological means) that is reasonably likely to mislead users, conceal identity or affiliation, evade platform controls, artificially affect the market for any Digital Asset, or otherwise undermine the security, integrity, or lawful operation of the Sushi Launchpad Platform or Sushi Launchpad Services.

22. Representations and Warranties

You hereby represent and warrant to us, at all times, the following:

  • a. all decisions made in connection with these Terms were solely and exclusively based on your own judgement;
  • b. you have full power, authority, and capacity to (i) access and use the Sushi Launchpad Platform and Sushi Launchpad Services; and (ii) enter into and perform your obligations under these Terms;
  • c. where participating in user-generated Digital Assets, you have independently assessed such assets and are using no more of your financial resources than is prudent and reasonable;
  • d. all consents, approvals, and registrations required to use the Sushi Launchpad Platform and Sushi Launchpad Services have been lawfully obtained;
  • e. you either (i) have enforceable rights to use any images and IP uploaded to the Sushi Launchpad Platform, or (ii) have obtained all necessary permissions to do so;
  • f. these Terms constitute valid and legally binding obligations enforceable against you;
  • g. if you are a legal entity, you are duly incorporated and validly existing under your jurisdiction’s laws;
  • h. your access and use of the Sushi Launchpad Platform and Sushi Launchpad Services will not:
    • i. breach your constitutional documents if you are a legal entity;
    • ii. breach any instrument or agreement you are a party to; and
    • iii. cause any party to breach any Applicable Law or legal decision.
  • i. if you create or promote a Token, all information and content you provide is accurate, not misleading, and may lawfully be used as submitted;
  • j. if you create or promote a Token, you own or have all necessary rights and permissions for its name, symbol, logo, description, links, and other submitted material;
  • k. the Token and your activities relating to it comply with all Applicable Laws, including laws concerning securities, commodities, derivatives, consumer protection, advertising, intellectual property, sanctions, anti-money laundering, anti-bribery, privacy, and taxation;
  • l. you will make every disclosure required by Applicable Law, including any disclosure of your identity, holdings, compensation, fee rights, conflicts of interest, relationship to promoters, and ability to influence the Token;
  • m. you will not state or imply that Sushi sponsors, audits, approves, guarantees, or partners with you or the Token without written authorization;
  • n. if you create, launch, promote, distribute, or otherwise make a Token available, you have independently determined whether the Token or any related activity constitutes or involves a security, commodity, derivative, collective investment scheme, financial product, regulated instrument, regulated offering, or other regulated activity in each relevant jurisdiction, and you have satisfied and will continue to satisfy every resulting compliance obligation; and
  • o. you are not a Restricted Person, are not accessing or using the Sushi Launchpad Platform or Sushi Launchpad Services from a Restricted Jurisdiction, and are not acting directly or indirectly for, on behalf of, or for the benefit of a Restricted Person.

23. Technology Disclaimers

23.1. The Sushi Launchpad Platform and Sushi Launchpad Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

23.2. We do not warrant that access to the Sushi Launchpad Platform or Sushi Launchpad Services will be continuous, uninterrupted, timely, or error-free. Delays, service interruptions, and time-sensitive transaction failures may occur.

23.3. Although we may display or make available information on the Sushi Launchpad Platform, including data derived from third-party sources, we make no representations, warranties or guarantees, whether express or implied, that such content is accurate, complete, reliable, or up to date. You acknowledge that any reliance on such information is entirely at your own risk.

23.4. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Sushi Launchpad Platform. This includes, without limitation, any data feeds, pricing information, analytics, token metrics, other token information, information regarding token creators, or other information displayed within the Sushi Launchpad Platform that originates from third-party providers.

23.5. You are responsible for obtaining the data network access necessary to access and use the Sushi Launchpad Platform and Sushi Launchpad Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Sushi Launchpad Platform and Sushi Launchpad Services and any updates thereto. Sushi does not guarantee that the Sushi Launchpad Platform, Sushi Launchpad Services, or any portion thereof, will function on any particular hardware or devices. The Sushi Launchpad Platform and Sushi Launchpad Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

23.6 The Sushi Launchpad Platform and Sushi Launchpad Services may display, aggregate, or otherwise make available data, content, pricing information, analytics, or other materials obtained from third-party sources (“Third-Party Data”). You acknowledge and agree that:

  • a. Third-Party Data is provided for informational purposes only and may be incomplete, inaccurate, delayed, or unreliable;
  • b. the Sushi Entities and affiliates do not verify, audit, or guarantee the accuracy, completeness, or timeliness of any Third-Party Data;
  • c. reliance on any Third-Party Data is at your sole risk; and
  • d. the Sushi Entities and affiliates shall have no responsibility or liability whatsoever for any loss arising from or related to your use of, or reliance on, any Third-Party Data.

Third-Party Data may change without notice and may be subject to additional terms imposed by the relevant third-party providers.

23.7. The Sushi Launchpad smart contracts may contain bugs or vulnerabilities and operate in ways that cannot be changed, paused, or reversed. Without limiting Section 4.7, we do not warrant that permanently locked liquidity principal, under-consumed Token units, a protocol reserve, a Token, or any other Digital Asset will be recoverable, capable of migration, or protected from an exploit, defect, market disruption, or third-party failure. A warning, delisting, restriction, or discontinuation of the Sushi Launchpad Platform does not stop public smart contracts from operating.

24. Indemnity

24.1. You hereby undertake and agree to indemnify us and hold us harmless upon demand from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any and all persons or entities, including third-parties, governmental authorities, and industry bodies, as well as all claims, liabilities, damages (actual and consequential), losses (including direct, indirect, or consequential), costs, and expenses, including all interest, penalties and legal or other reasonable attorneys' fees and professional costs ("Losses"), arising out of or in any way connected with:

  • a. your access to or use of the Sushi Launchpad Platform and Sushi Launchpad Services;
  • b. your breach or alleged breach of these Terms;
  • c. your contravention of any Applicable Law; and
  • d. your violation of the rights (intellectual property or otherwise) of any third party.

24.2. You irrevocably and unconditionally agree to release us from any and all claims and demands (and waive any rights you may have now or in the future), arising directly or indirectly out of or in connection with any dispute you have with another user or third party, connected in any way with the Sushi Launchpad Platform, Sushi Launchpad Services, or these Terms.

25. Liability

25.1. The Sushi Entities and affiliates are not responsible for any loss suffered by you or any third party, except where such loss arises solely and directly from our wilful misconduct or actual fraud. We are not liable for any loss related to user-generated Digital Assets.

25.2. Our total liability to you under any circumstance will not exceed the amount of fees you paid to us for the transaction giving rise to the claim. This amount shall represent full and final settlement of any claim.

25.3. You agree that we are unaware of your specific circumstances and that monetary damages are an adequate remedy. You are not entitled to remedies such as injunction or specific performance.

25.4. Notwithstanding any other clause in these Terms, you hereby acknowledge and agree that in no event will the Sushi Entities or any affiliate be responsible or liable to you or any other person or entity for:

  • a. any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the Sushi Launchpad Platform, the Sushi Launchpad Services, or otherwise, including but not limited to:
    • i. the operation of the protocols underlying any Digital Asset, their functionality, security, or availability;
    • ii. any action or inaction in accordance with these Terms;
    • iii. any inaccuracy, defect or omission of Digital Assets price data, any error or delay in the transmission of such data, and interruption in any such data;
    • iv. regular or unscheduled maintenance we may carry out including any service interruption and change resulting from such maintenance;
    • v. the theft of a device enabled to access and use the Sushi Launchpad Platform and Sushi Launchpad Services;
    • vi. other users' actions, omissions or breaches of these Terms, and any damage caused by actions of any other users or third parties;
    • vii. (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the Sushi Launchpad Platform, Sushi Launchpad Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;
    • viii. any termination, suspension, hold or restriction of access to the Sushi Launchpad Platform and/or Sushi Launchpad Services;
    • ix. the failure of a Transaction or the length of time needed to complete any Transaction;
    • x. our refusal or delay in acting upon any Instruction;
    • xi. any breach of security, including your Wallet, email, personal social media or personal hardware as well as the Sushi Launchpad Platform and Sushi Launchpad Services;
    • xii. losses suffered by you as a result of third party action, including third party fraud or scams that involve the Sushi Launchpad Platform and/or Sushi Launchpad Services;
    • xiii. losses suffered by you as a result of the conversion of Digital Assets;
    • xiv. any losses arising or in connection with newly available user-generated Digital Assets;
    • xv. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Sushi Launchpad Platform or Sushi Launchpad Services as well as for delays or omissions of the Sushi Launchpad Platform or Sushi Launchpad Services, or for the failure of any connection or communication service to provide or maintain your access to the Sushi Launchpad Platform or Sushi Launchpad Services, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause;
    • xvi. any Transactions, Instructions, or operations effected by you or purported to be effected by you on the Sushi Launchpad Platform or Sushi Launchpad Services;
    • xvii. permanent custody of liquidity principal, the absence of a withdrawal, migration, rescue, pause, or upgrade function, or the withdrawal or use of a protocol reserve; and
    • xviii. any reliance on Third-Party Data or any inaccuracies, omissions, or delays in such data.
  • b. any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with the Sushi Launchpad Platform, Sushi Launchpad Services, these Terms and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise;
  • c. any losses or damages you may incur due to Manifest Error and/or in the event of extreme market volatility and/or as a result of any cancellation/amendment of any Transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity even if any member of the Sushi Entities or affiliates was aware of the possibility of such loss or damage arising or if such loss or damage was reasonably foreseeable; and/or
  • d. any losses forming part of a Claim that has not been commenced by way of formal legal action within one calendar year of the commencement of the matter giving rise to the Claim. To the extent that this sub-clause is prohibited by law, the minimum period applicable under the applicable law shall apply instead.

25.5. We are not liable for malware, phishing, or spoofing attacks. You are responsible for using antivirus software and for protecting access credentials to your Wallet and devices.

26. Governing Law

Aside from where Applicable Law requires or provides you with a choice otherwise, these Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of the United Kingdom.

27. Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR BINDING ARBITRATION AT SUSHI'S ELECTION AND A CLASS ACTION WAIVER.

27.1. Jurisdiction and Binding Arbitration. Subject to this Section, any legal suit, action, or proceeding arising out of or related to these Terms or the Sushi Launchpad Services shall be instituted exclusively in the courts of the United Kingdom, although we retain the right to bring a proceeding against you in your country of residence or any other relevant country. At Sushi's sole discretion, Sushi may require you to submit any Dispute to final and binding arbitration.

27.2. Informal Dispute Resolution. You must notify us in writing of any Dispute within thirty (30) days of its arising. You agree to engage in a good faith informal resolution process, including at least one telephonic conference before proceeding to formal arbitration.

27.3. Arbitration Process. If Sushi elects arbitration, it will be conducted under the rules of the London Court of International Arbitration, applying United Kingdom law. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. English shall be the language of arbitration. Arbitration is private and confidential unless disclosure is legally required.

27.4. No Class Actions. All Disputes must be brought individually. Class arbitrations, class actions, and representative actions are strictly prohibited.

27.7. Severability. If any part of this arbitration clause is found unenforceable, the rest will still apply. Waivers are enforceable to the extent permitted by law.

27.8. Jurisdiction of Arbitrator. The arbitrator shall have exclusive authority to determine the scope, validity, and arbitrability of any Dispute.

27.9. These arbitration provisions survive the termination of these Terms.

28. Contact

28.1. If you have questions, feedback, or complaints you can contact us at contact@sushi.com.

28.2. Where necessary, and in accordance with your Privacy Notice, we will contact you using the details you have provided to us or that we may reasonably find, such as via directly messaging you on X (formerly known as Twitter).

29. General Terms

  • 29.1. You must comply with all Applicable Law, licensing requirements, and third-party rights, including data protection and anti-money laundering laws.
  • 29.2. We may give notice to you electronically, including through Telegram or social media. You must provide notice to us as directed in these Terms.
  • 29.3. Official announcements will be made on X (formerly Twitter) from the official Sushi account.
  • 29.4. These Terms constitute the whole agreement between you and the Sushi Entities and affiliates.
  • 29.5. You may not assign your rights without our prior written consent. We may assign ours freely.
  • 29.6. If any clause is found invalid, the remainder of the Terms remains in effect.
  • 29.7. We may record communications with you, including calls and messages, as evidence and for support.
  • 29.8. In case of conflict, the English version of the Terms prevails over any translations.
  • 29.9. These Terms do not create third-party beneficiary rights.
  • 29.10. Provisions that naturally survive termination will remain binding.
  • 29.11. These Terms do not establish a partnership, joint venture, or agency relationship.
  • 29.12. We are not liable for delay or failure to perform due to a Force Majeure Event.
  • 29.13. No delay or omission in enforcing rights shall waive future enforcement.
  • 29.14. We may set-off amounts you owe us; you must pay what you owe free from deductions or counterclaims.
  • 29.15. If you receive another user’s information, you must keep it confidential and only use it lawfully.
  • 29.16. If you breach these Terms, we may disclose the breach and related information for user safety.
  • 29.17. You are responsible for determining and paying all applicable taxes related to your use of the Sushi Launchpad Platform and Sushi Launchpad Services.

30. Wallets

30.1. Any Wallet that you connect to the Sushi Launchpad Platform is a self-custodied Wallet or a service provided by a third party and shall remain the responsibility of that provider and you. You are solely responsible for reading and understanding the applicable Wallet provider's terms and conditions. Sushi Entities and affiliates have no control over your Wallet, however generated, or the private keys to it.

30.2. None of the Sushi Entities or affiliates shall be responsible for the operation or features of the Wallet or be liable for any losses or damage incurred or suffered directly or indirectly as a result of using the Wallet.

32. Definitions and Interpretation

In these Terms:

  • 32.1. Clause headings and numbering are for convenience only and do not affect the meaning or interpretation.
  • 32.2. “Include” and “including” mean without limitation.
  • 32.3. Any obligation not to do something includes not permitting it to be done.
  • 32.4. Words in the singular include the plural and vice versa; words referring to gender include all genders.
  • 32.5. References to documents include any variations or amendments not in breach of these Terms.
  • 32.6. In case of inconsistency:
    • a. the Privacy Notice prevails over these Terms.
    • b. these Terms prevail over any other referenced documents unless otherwise stated.
  • 32.7. Capitalized terms shall have the meanings assigned in the Terms unless context requires otherwise.

Defined Terms

  • Activity History: The record of your Transactions and activity on the Sushi Launchpad Platform and Sushi Launchpad Services.
  • Applicable Law: All relevant laws, regulations, rules, and legal requirements in any jurisdiction applicable to the provision or use of the Sushi Launchpad Platform or Sushi Launchpad Services.
  • Backed Digital Assets: Digital Assets that claim to be backed or pegged to another asset, such as fiat, commodities, or other cryptocurrencies.
  • Claim: Any dispute or legal controversy between you and Sushi Entities relating to these Terms, your use of the platform, or related non-contractual obligations.
  • Control: Power to direct the affairs of an entity, including majority ownership, board appointment rights, or equivalent authority.
  • Created IP: Intellectual property created by you using the Sushi Launchpad Platform, except for User IP that existed before your acceptance of these Terms.
  • Digital Assets: Digitally represented value stored and transferred via distributed ledger technologies, including cryptocurrencies, NFTs, and tokenized derivatives.
  • EVM Blockchain: A distributed ledger network that uses the Ethereum Virtual Machine (EVM) as its execution environment for processing transactions and smart contracts in a consistent, deterministic manner across all participating nodes. Such Blockchains maintain a shared state that is updated when users submit transactions, with each state change computed by the EVM according to a standardized set of rules and measured resource usage (often referred to as “gas”).
  • Force Majeure Event: Unforeseeable circumstances that prevent us from fulfilling our obligations, e.g., natural disasters, war, pandemics, or major technical failures.
  • Improper Intent: Behavior deemed fraudulent, abusive, or manipulative by Sushi, including unfair advantages and market manipulation.
  • Instruction: Any command submitted by you to the Sushi Launchpad Platform to execute a Transaction.
  • Intellectual Property Rights: Includes copyrights, patents, trademarks, design rights, and any other similar rights worldwide.
  • Losses: As defined in Clause 24.1, includes direct and indirect damages, costs, and legal fees.
  • Manifest Error: Obvious mistakes in data or actions that are clear and indisputable.
  • Network Event: Events on a blockchain (e.g., 51% attacks or chain reorganizations) that compromise Digital Asset records or control.
  • Privacy Notice: The document outlining how we collect, use, and protect your personal data, located at https://www.sushi.com/legal/privacy-policy.
  • Protocol Reserve: The Sushi-owned portion of a Token's fixed supply set aside at launch, locked for 365 days under Sushi Launchpad v1, and withdrawable after maturity to the then-current protocol recipient.
  • Sushi Entity: Sushi Labs Limited and any affiliated entity that develops, maintains, operates, or provides the Sushi Launchpad Platform or Sushi Launchpad Services.
  • Sushi IP: All intellectual property owned or licensed by Sushi Entities related to the Sushi Launchpad Platform and Sushi Launchpad Services.
  • Sushi Launchpad Platform: The digital interface and system through which users access Sushi Launchpad Services.
  • Sushi Launchpad Services: Tools and services provided or created by Sushi Entities or affiliates to allow users to create, view, trade, and manage User-Generated Digital Assets and related metadata and fees.
  • Regulatory Authority: Any relevant national or international regulator, court, tax authority, or government body.
  • Restricted Jurisdiction: Algeria, Bolivia, Belarus, the Crimea region, Cuba, Donetsk, the Democratic Republic of Congo, Iran, Iraq, Ivory Coast, Liberia, Libya, Luhansk, Mali, Myanmar (Burma), Nepal, North Korea, Russia, Somalia, Sudan, Syria, Tunisia, Venezuela, Yemen, Zimbabwe, and any other country or territory that: (i) is subject to comprehensive sanctions, an embargo, or similar restrictions imposed by the United States, the United Kingdom, the European Union, the United Nations, or any other jurisdiction or authority applicable to Sushi; (ii) prohibits or restricts transactions in Digital Assets or access to the Sushi Launchpad Platform or Sushi Launchpad Services; or (iii) Sushi identifies as restricted from time to time, including in the Sushi Terms of Service.
  • Restricted Person: Any person or entity that: (i) is located, resident, incorporated, organised, or ordinarily resident in a Restricted Jurisdiction; (ii) is owned or controlled by, acts for or on behalf of, or is affiliated with a person described in item (i); (iii) is identified on, or owned or controlled by a person identified on, any sanctions or restricted-person list maintained by the United States, the United Kingdom, the European Union, the United Nations, or any other jurisdiction or authority applicable to Sushi; or (iv) Sushi is prohibited or restricted by Applicable Law from dealing with or providing services to.
  • Security Breach: Any unauthorized access or cyberattack affecting you, Sushi, or the Sushi Launchpad Services.
  • Sites: The website and all other online interfaces operated by Sushi.
  • Terms: The full Terms of Use agreement, including referenced documents and future amendments.
  • Token: A fixed-supply User-Generated Digital Asset created through the Sushi Launchpad smart contract.
  • Sushi Trade Marks: All logos, branding, and service marks used in connection with the Sushi Launchpad Platform.
  • Transaction: The creation, buying, or selling of Digital Assets on or through the Sushi Launchpad Platform.
  • User IP: Intellectual property rights you own or control in User Materials or that existed before your acceptance of these Terms.
  • User-Generated Digital Asset: A Digital Asset created by a user via Sushi Launchpad Services.
  • User Materials: All content (e.g., Digital Assets, posts, images) that you upload or create via the Sushi Launchpad Platform.
  • Wallet: The self-custodied digital wallet or third-party Wallet service you connect to the Sushi Launchpad Platform.
  • Website: The official Sushi website at www.sushi.com.