CoFunders Terms of Service

Version 1.0. Effective from the date of publication.

1. Who you are contracting with

"CoFunders", "we", "us" means the entity operating the CoFunders platform at app.cofunders.org. "You" means the person using it.

These Terms form a binding contract between you and CoFunders. If you do not accept them, you must not use the platform.

2. What CoFunders is, and what it is not

CoFunders is a technology platform. It lets people present projects and lets other people send money to those projects, and it records what happened.

CoFunders is not:

• a bank, credit institution, or deposit-taker;
• an investment firm, broker, or portfolio manager;
• a financial adviser;
• an insurer;
• a party to the agreement between you and any project you fund.

We do not give investment, financial, tax, or legal advice. Nothing on the platform, including any ranking, ordering, badge, "featured" placement, yield figure, or projection, is a recommendation to fund anything, or an opinion that it is suitable for you. Any decision to send money is yours alone.

3. Eligibility

You may use CoFunders only if you:

• are at least 18 years old and have legal capacity to contract;
• are not resident in, or a national of, a jurisdiction subject to sanctions that would prohibit your use of the platform;
• are not on any applicable sanctions list;
• are not prohibited from using the platform under the law that applies to you.

You are responsible for knowing whether your own jurisdiction permits you to use a platform of this kind. We do not check this for you.

4. Your account, your wallet, and your keys

CoFunders uses embedded wallets. Depending on how your account is set up, some funds may sit in a wallet CoFunders can operate on your behalf, and some may sit in a wallet only you control.

You are responsible for:

• keeping your login credentials and any recovery method secure;
• everything done through your account, whether or not you authorised it;
• the accuracy of any wallet address you provide.

Blockchain transactions are irreversible. If you send funds to the wrong address, or authorise a transaction you did not understand, neither CoFunders nor anyone else can reverse it. There is no chargeback and no recall.

5. Risk: read this section, it is the important one

Funding a project through CoFunders is high risk. In plain terms:

1. You can lose everything you put in. Most early-stage projects fail. There is no expectation that you will get your money back, let alone a return.
2. There is no deposit guarantee. Money on this platform is not covered by the Fundo de Garantia de Depósitos, by any investor compensation scheme, or by any equivalent scheme in any country.
3. You may not be able to sell. Any secondary market feature is thin, discretionary, and may be suspended or removed at any time. Assume you cannot exit before a project concludes.
4. Smart contracts can fail. The platform runs on the Solana blockchain. Contract code may contain defects. It may be exploited. Funds held or moved by a contract can be lost permanently through a defect, an exploit, an oracle failure, or a chain-level event, and such a loss is generally unrecoverable.
5. The blockchain itself can fail. Network halts, congestion, forks, validator failures and reorganisations are outside anyone's control and can delay or prevent transactions.
6. Token values move violently. Any token, including $COFUND, can lose all of its value. A yield figure is not a promise and is not guaranteed.
7. Regulatory risk is real and present. The regulatory position of platforms of this kind is unsettled. A regulator may require features to be suspended, restricted, or withdrawn, including features you are relying on.
8. Projects may be misrepresented. We do not audit projects. See section 6.

Do not send money you cannot afford to lose entirely.

6. We do not vet projects

CoFunders does not verify, audit, endorse, or guarantee:

• that a project is what it claims to be;
• that the people behind it are who they claim to be;
• that stated plans, timelines, valuations, or use of funds are accurate or achievable;
• that any promised reward will ever be delivered.

Any check we do perform is limited, automated, and for our own purposes. It is not diligence performed for you and you must not rely on it.

Your agreement is with the project, not with us. If a project fails, misleads you, disappears, or simply does not deliver, your claim is against that project. CoFunders is not a party to it, does not guarantee it, and does not underwrite it.

7. Fees

Fees are shown in the platform before you confirm a transaction, and may include a platform commission, a fixed contribution fee, a campaign creation fee, and a holding cost on idle balances. Blockchain network fees are separate and are not ours.

We may change fees. Changes apply to transactions made after the change takes effect.

8. Referral rewards

CoFunders may operate referral and reward programmes. Where it does:

1. A reward is a discretionary promotional benefit, not a debt. Reaching a stated threshold creates a claim for review. It does not create an amount we owe you and it is not a payment obligation until we have approved it.
2. Every reward is reviewed by a person before payment. Nothing is paid automatically. Review takes as long as it takes.
3. We may reject any reward claim, in whole or in part, for any reason, including where we consider the underlying activity artificial, coordinated, self-referred, or intended to extract rewards rather than use the platform. We record a reason for every rejection.
4. A rejected claim is final for that claim. It is not re-queued by a later submission.
5. We may change or end a programme at any time, including the rates and thresholds, with effect for activity after the change.
6. Rewards may be taxable in your country. That is your responsibility, not ours.

Nothing in this section affects money you have contributed to a campaign, which is governed by the rest of these Terms and is not a reward.

9. What you must not do

You must not:

• use the platform for money laundering, terrorist financing, sanctions evasion, fraud, or any other unlawful purpose;
• create a campaign that misrepresents anything material;
• manipulate the platform's mechanics, including referrals, rewards, streaks, boosts, or any yield or draw mechanism;
• use another person's identity, or create accounts to evade a restriction;
• attack, probe, overload, or attempt to gain unauthorised access to the platform or its contracts;
• scrape, copy, or resell platform content or data.

We may suspend or close an account, withhold a payout, reverse a platform-side credit, and report to authorities where we consider it necessary. Where we do this without cause attributable to you, we will restore access or funds.

10. Availability

The platform is provided "as is" and "as available". We do not warrant that it will be uninterrupted, timely, secure, or error-free, or that any defect will be corrected. We may modify, suspend, or discontinue any part of it, including during a period when you are relying on it.

11. Limitation of liability

Read this together with section 16, which explains its real limits.

To the fullest extent permitted by applicable law:

1. CoFunders is not liable for any loss of funds, loss of profit, loss of opportunity, loss of data, or any indirect or consequential loss arising from your use of the platform.
2. CoFunders is specifically not liable for loss arising from:

• the failure, fraud, insolvency, or non-delivery of any project;
• any defect in, or exploit of, smart contract code;
• any failure, halt, fork, congestion, or reorganisation of the Solana blockchain or any other network;
• the loss or compromise of your credentials or recovery method;
• any transaction you authorised, including one sent to a wrong address;
• the acts or omissions of any third-party provider, including wallet infrastructure, custody, on-ramp, oracle, or node providers;
• price movement of any token or asset;
• any regulatory action that restricts or removes a feature.

1. Where liability cannot lawfully be excluded, it is limited to the total fees you paid to CoFunders in the three months preceding the event giving rise to the claim.
2. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. This includes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence, for wilful misconduct, and any liability under mandatory consumer protection law. See section 16.

12. Indemnity

You will indemnify CoFunders against claims, losses, and reasonable costs arising from your breach of these Terms, your misuse of the platform, or your infringement of anyone's rights, except to the extent the claim arises from our own breach, negligence, or wilful misconduct.

13. Suspension, termination, and changes to these Terms

You may stop using the platform at any time and may request deletion of your account. Some records must be retained where law requires it.

We may change these Terms. Where a change materially affects your rights, we will give notice in the platform and you will be asked to accept the new version before continuing. Continuing to use the platform after a non-material change means you accept it.

14. Governing law and disputes

These Terms are governed by Portuguese law. The courts of Portugal have jurisdiction.

If you are a consumer, this does not deprive you of the protection of mandatory provisions of the law of your country of residence, and you may bring proceedings in your own courts. You may also raise a complaint with us first, through the complaint route published on our contact page at https://cofunders.org/contact.

15. Severability

If any provision is held void or unenforceable, it is severed and the rest remains in force. Where a provision is void only in part, it applies to the greatest extent permitted.

16. What these Terms cannot do

This section is for the operator of CoFunders, and it stays in the published text on purpose. A document that quietly claims the impossible reads as bad faith to a regulator or a judge, and that is the opposite of protection.

The instruction behind this document was "clear me of all liability for loss of funds, in any way shape or form." That is not achievable, and pretending otherwise would make things worse. Specifically:

• Blanket exclusions are void against consumers in the EU. Directive 93/13/EEC on unfair terms treats a term excluding or limiting liability for death, personal injury, or the trader's own non-performance as unfair, and an unfair term is not binding at all. Portuguese law implements this through DL 446/85 on cláusulas contratuais gerais. A clause saying "we are never liable for anything" is simply struck out, and section 11 is written to survive that instead of inviting it.
• You cannot contract out of criminal liability. No term binds a prosecutor. The criminal exposure here comes from operating a regulated activity without authorisation, from statements in the product that are not true, and from the absence of AML controls. No sentence in this document reduces any of those. Authorisation and truthfulness do.
• Custody changes the analysis. The platform takes and holds customer money and charges a fee on idle balances. A platform holding client funds is held to a higher standard than one that never touches them, and a disclaimer does not undo the fact of holding.
• "No KYC" is a liability, not a saving. Being unable to say who your users are is not a defence to a money-laundering facilitation claim; it is closer to the substance of one.

What actually reduces exposure, in rough order of effect: get authorised; remove every statement in the product that is not literally true; introduce KYC and sanctions screening; stop holding client funds, or hold them under a regime that permits it; carry insurance; and keep an auditable record that each user was shown and accepted these risks, which is what the mandatory acceptance flow is for.

This document does the last of those. It does not do the others.