Terms of Service

Definitions

The following terms have the meanings set out below throughout these Terms of Service.

Eligibility & Acceptance of Terms

2.1 Age and Legal Capacity

You must be at least 18 years of age and have full legal capacity to enter binding contracts under the laws of your jurisdiction. By using the Platform you represent and warrant that you meet these requirements.

2.2 Jurisdictional Restrictions

The Platform is not directed at, and may not be used by, persons in jurisdictions where the receipt, possession, use, trading, or distribution of CLN tokens is prohibited or requires registration, licensing, or approval not held by the Operator. It is your sole responsibility to determine whether your use of the Platform is lawful in your jurisdiction.

2.3 Acceptance

By clicking "Create my account," completing the registration form, purchasing CLN tokens, or otherwise accessing or using any part of the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service, together with our Privacy Policy (where published), in their entirety.

If you do not agree to all of these Terms, do not register, do not purchase tokens, and do not use the Platform.

2.4 Capacity to Accept Risk

By using the Platform you further represent that: (a) you understand and accept the speculative nature of CLN tokens and digital assets generally; (b) you are capable of bearing a complete loss of any funds used to purchase CLN; and (c) you are not relying on any representation made by the Operator concerning the future value, utility, or performance of CLN.

Nature of CLN Tokens — Not a Security

3.1 Memecoin Classification

CLN is a memecoin — a speculative digital collectible inspired by internet culture and community engagement. CLN is designed and offered for entertainment, social interaction, and community participation purposes. Its value, if any, is driven entirely by market demand and community speculation, not by any underlying business, revenue stream, or the managerial efforts of the Operator.

3.2 Not an Investment Contract or Security

CLN is not, and is not intended to be, a security, investment contract, share, bond, derivative, or regulated financial instrument of any kind. The SEC Division of Corporation Finance's Staff Statement on Meme Coins (February 27, 2025) acknowledged that typical meme coins do not meet the criteria of an "investment contract" under the Howey test because:

• Purchasers are not investing in a common enterprise with pooled funds for development;
• Any expectation of profit arises from speculative trading — akin to a collectible — not from the efforts of the Operator; and
• The Operator does not undertake managerial or entrepreneurial efforts from which purchasers could reasonably expect profit.

3.3 No Guaranteed Value or Utility

CLN tokens have no guaranteed intrinsic value. The Operator makes no representation that CLN will be listed on any exchange, achieve any particular price, or maintain any value after the launch. CLN may have limited or no use or functionality beyond community participation and speculation.

3.4 Fraudulent Tokens

Any token bearing the name "Clown," "Clown Meme," or the ticker "CLN" that is acquired from any source other than the official Platform at clownsmeme.com prior to the official contract launch is fraudulent and has no connection to this project. The Operator bears no liability whatsoever for losses arising from the purchase of fraudulent tokens.

3.5 Total Supply

The total supply of CLN is not pre-determined. It equals the sum of all tokens accumulated through the mining programme plus all tokens sold through direct purchase rounds. There is no pre-mine, no team allocation, and no venture capital allocation. All token sale proceeds are reserved exclusively for providing liquidity at launch.

Mining Programme

4.1 How Mining Works

Upon completing a valid registration, your account begins accumulating CLN at a rate of 1 CLN per minute, automatically and without any action required on your part. This accumulation is tracked in the Platform's internal ledger and does not represent on-chain tokens until the official launch and airdrop.

4.2 Delivery at Launch

Accumulated CLN will be delivered to the EVM wallet address you provided at registration upon or after the official token contract launch. The timing of the launch is determined at the Operator's sole discretion.

4.3 Wallet Address is Permanent

4.4 One Account Per Person

Each individual is permitted to operate one mining account only. Registering multiple accounts — whether under different usernames, email addresses, or EVM addresses — constitutes fraud under these Terms.

If duplicate accounts associated with the same individual are detected:

• All CLN mined by any duplicate account will be permanently destroyed (burned);
• All associated wallet addresses will be permanently blacklisted from the airdrop; and
• The Operator reserves the right to terminate all accounts linked to the individual.

Detection methods may include, without limitation, IP address analysis, device fingerprinting, wallet address clustering, and behavioral pattern analysis. The Operator's determination regarding duplicate accounts is final.

4.5 No Hardware or Energy Required

The term "mining" is used for community engagement purposes. No computing hardware, proof-of-work, or energy expenditure is involved. Registering and maintaining a valid single account is the only requirement.

4.6 Termination of Mining

The Operator reserves the right to end the mining programme at any time, at its sole discretion, when the community reaches a size sufficient to support the project launch. Advance notice will be provided through official channels where reasonably practicable.

Token Purchases

5.1 Purchase Mechanism

CLN tokens may be purchased directly on the Platform using USDT (Tether USD). Purchases are processed via on-chain payment to a generated deposit address on supported networks (BNB Smart Chain BEP-20, Polygon, Ethereum ERC-20).

5.2 Pricing Rounds

Token sales are divided into sequential Rounds. Round 1 pricing is $0.0000015 USD per CLN token. Each subsequent Round is priced at 1.25× the preceding Round price. Each Round ends upon the Platform reaching an additional 1,000 participating members, as determined by the Operator.

5.3 Payment Finality and Accuracy

You are solely responsible for paying applicable network transaction fees (gas fees). Network fees are not included in the quoted token price.

5.4 No Refunds

All token purchases are final and non-refundable. By completing a purchase you acknowledge the speculative nature of CLN, the risk of total loss, and the irreversibility of the transaction. The Operator will not issue refunds under any circumstances, including but not limited to: market price decline, project delay, regulatory change, or personal change of mind.

5.5 Anti-Money Laundering (AML)

You warrant that all funds used to purchase CLN are derived from lawful sources and that your participation does not violate any applicable anti-money laundering (AML), counter-terrorism financing (CTF), or sanctions laws. The Operator reserves the right to refuse or reverse any transaction that it suspects, in its sole discretion, may be connected to unlawful activity.

5.6 Termination of Sales

Token sales will cease when the community reaches a size determined by the Operator to be sufficient for launch. The Operator reserves the right to terminate sales at any time without prior notice.

Referral Programme

6.1 Rewards Structure

Users who introduce new miners to the Platform via their unique referral link are entitled to the following CLN rewards, credited to their Platform account:

• Level 1 Sign-up Bonus: 5,000 CLN per new miner who registers using your referral link;
• Level 1 Purchase Commission: 5% of the CLN quantity purchased by any direct referral;
• Level 2 Bonus: 1,000 CLN per person referred by your direct referrals.

6.2 Conditions for Reward Eligibility

Referral rewards are only credited where:

• The referred individual creates a valid, non-duplicate account;
• The referral is made through the official Platform referral link mechanism;
• Neither the referrer nor the referred party is in breach of these Terms; and
• The referred individual is not associated with the referrer through duplicate account activity.

6.3 Prohibition on Self-Referral and Manipulation

6.4 Reward Delivery

Referral rewards are credited to your internal Platform account. They will be included in your total CLN balance delivered at the time of the official airdrop. The Operator does not guarantee any specific timeline for airdrop delivery.

6.5 Modification of Programme

The Operator reserves the right to modify, suspend, or terminate the referral programme at any time, with or without notice, including adjusting reward amounts or eligibility criteria. Rewards already validly credited to your account at the time of any such modification will be honoured subject to these Terms.

Play-to-Earn Binary Trade Game

7.1 Game Description

The Platform offers a binary prediction game in which registered users may wager CLN tokens on the directional movement (Up or Down) of the Bitcoin (BTC/USD) price over a defined period. Correct predictions result in a CLN payout; incorrect predictions result in the forfeiture of the wagered amount.

7.2 Entertainment Purpose Only

The game is offered purely for entertainment and community engagement. It is not a financial product, investment service, gambling service, or derivatives contract. All wagers are made in CLN — a speculative memecoin with no guaranteed value — not in fiat currency or regulated financial instruments.

7.3 No Guarantee of Outcome

BTC price data is sourced from third-party providers. The Operator does not guarantee the accuracy, timeliness, or availability of price data. The Operator is not liable for losses arising from data errors, feed interruptions, or platform outages.

7.4 Responsible Use

You acknowledge that the binary game involves risk of loss of wagered CLN. You agree to participate responsibly and acknowledge that past outcomes have no bearing on future results. If you are in a jurisdiction where online prediction games or gambling are regulated or prohibited, you must not participate in the binary game.

7.5 Operator's Right to Suspend

The Operator reserves the right to suspend, modify, or permanently discontinue the binary game at any time without notice or liability.

Account Rules & Prohibited Conduct

8.1 Account Security

You are solely responsible for maintaining the confidentiality of your login credentials. You must immediately notify the Operator of any unauthorised access to your account. The Operator is not liable for losses arising from unauthorised account access attributable to your failure to maintain credential security.

8.2 Accurate Information

You agree to provide accurate, current, and complete information at registration, including a valid EVM wallet address that you own and control. You must not impersonate any person or entity or misrepresent your identity or affiliation.

8.3 Prohibited Conduct

The following conduct is strictly prohibited and will result in immediate account termination and forfeiture of all accumulated CLN without compensation:

1. Creating or operating more than one mining account;
2. Using automated scripts, bots, or other technical means to artificially inflate mining balances or referral counts;
3. Self-referral or coordinated fake-referral schemes;
4. Attempting to compromise the security, integrity, or performance of the Platform;
5. Submitting fraudulent purchase transactions or charge-backs;
6. Using the Platform in violation of any applicable law, including AML, CTF, or sanctions regulations;
7. Engaging in any conduct designed to manipulate the Platform's systems, pricing rounds, or reward mechanisms; and
8. Providing a wallet address you do not own, control, or have authority to receive tokens at.

8.4 Consequences of Violation

In the event of a breach of Section 8.3, the Operator may, without prior notice: (a) permanently ban all accounts associated with the User; (b) permanently burn all CLN accumulated by or attributed to the User; (c) blacklist all associated wallet addresses from the airdrop; and (d) pursue any available legal remedies.

Risk Disclosures

Before using the Platform, you should carefully consider the following non-exhaustive list of material risks:

1. Total Loss of Value. CLN tokens may become worthless at any time. The value of CLN is driven entirely by speculative market demand. There is no floor price, no buy-back obligation, and no redemption right.
2. No Exchange Listing Guarantee. The Operator does not guarantee that CLN will be listed on any centralised or decentralised exchange. Without exchange liquidity, CLN may be untradeable.
3. Extreme Price Volatility. Memecoins are subject to extreme and rapid price fluctuations. CLN may experience gains or losses of 90% or more within short periods.
4. Smart Contract Risk. Once deployed, the CLN smart contract may contain bugs or vulnerabilities that could result in loss of tokens. Smart contract code, once deployed on-chain, may be irreversible.
5. Regulatory Risk. The regulatory treatment of CLN may change in any jurisdiction at any time. Future regulatory action could restrict or prohibit the use, transfer, or possession of CLN in your jurisdiction.
6. Technology and Network Risk. Blockchain networks may experience congestion, forks, or outages. On-chain transactions are irreversible regardless of technical error.
7. Cybersecurity Risk. Despite reasonable security measures, the Platform may be subject to hacking, phishing, or other cyberattacks resulting in loss of user data or CLN balances.
8. Counterparty Risk. The Operator is an early-stage project with no institutional backing. There is a risk that the project does not reach the launch stage, in which case mined and purchased CLN may never be delivered.
9. Wallet Risk. Loss of access to your EVM wallet (e.g., lost private key) will permanently prevent you from receiving your CLN airdrop. The Operator has no ability to redirect tokens.
10. Tax Risk. The tax treatment of CLN tokens in your jurisdiction is uncertain and may change. You are solely responsible for determining and discharging any tax obligations arising from your participation.

No Financial, Legal, or Tax Advice

Nothing on the Platform — including these Terms, the whitepaper, social media communications, or any other content published by the Operator — constitutes financial advice, investment advice, securities advice, legal advice, or tax advice of any kind.

The Operator is not a licensed financial adviser, broker-dealer, investment manager, or legal professional. All content is provided for informational and entertainment purposes only. You should consult qualified financial, legal, and tax advisers in your jurisdiction before making any decision to participate in the CLN project.

Intellectual Property

All content on the Platform, including but not limited to branding, logos, images, text, code, and the CLN token name and ticker, is the intellectual property of the Operator or is used under licence. You may not reproduce, distribute, modify, or create derivative works from any Platform content without the Operator's prior written consent.

Your use of the Platform does not grant you any ownership right or licence in any Platform intellectual property beyond a limited, non-exclusive, non-transferable right to access and use the Platform for personal, non-commercial purposes in accordance with these Terms.

Limitation of Liability

12.1 Disclaimer of Warranties

THE PLATFORM AND ALL CLN TOKENS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE OPERATOR DOES NOT WARRANT THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR THAT CLN WILL HAVE ANY VALUE AT OR AFTER LAUNCH.

12.2 Limitation of Direct Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OPERATOR'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO YOUR USE OF THE PLATFORM OR YOUR PARTICIPATION IN THE CLN MINING OR PURCHASE PROGRAMME SHALL NOT EXCEED THE USDT AMOUNT YOU PAID TO PURCHASE CLN TOKENS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exclusion of Consequential Loss

IN NO EVENT SHALL THE OPERATOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR ANY LOSS ARISING FROM SPECULATIVE MARKET MOVEMENTS IN CLN TOKEN PRICE, EVEN IF THE OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.4 Force Majeure

The Operator shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to: blockchain network failures, regulatory actions, acts of God, cyberattacks, war, or internet outages.

Indemnification

You agree to indemnify, defend, and hold harmless the Operator and its affiliates, agents, contractors, and representatives from and against any claim, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to: (a) your use of or access to the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) your submission of inaccurate registration information; or (e) your participation in the referral programme in a manner that violates these Terms.

Modifications & Termination

14.1 Modification of Terms

The Operator reserves the right to modify these Terms at any time. Updated Terms will be posted on the Platform with a revised "Last updated" date. Your continued use of the Platform following the posting of updated Terms constitutes your acceptance of those changes. If you do not agree to updated Terms, you must cease using the Platform.

14.2 Modification of the Programme

The Operator reserves the right to change any aspect of the mining programme, token purchase pricing, referral rewards, round structure, or game features at any time and at its sole discretion. Such changes will be communicated through official channels where reasonably practicable.

14.3 Platform Termination

The Operator may suspend or terminate the Platform, or any User's access to the Platform, at any time and for any reason, including suspected violations of these Terms. Upon termination, the Operator will use reasonable efforts to communicate the impact on pending token deliveries through official channels.

Governing Law & Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising from your use of the Platform shall be governed by and construed in accordance with the laws applicable to the Operator's place of operation, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts of competent jurisdiction in that location for resolution of any dispute that cannot be resolved through the process set out in Section 15.2.

15.2 Informal Resolution

Before initiating any formal legal proceedings, you agree to first contact the Operator through official channels and attempt in good faith to resolve the dispute informally within thirty (30) days of notice of the dispute.

15.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE OPERATOR ARISING FROM YOUR USE OF THE PLATFORM OR PARTICIPATION IN THE CLN TOKEN PROGRAMME.

15.4 Limitation Period

Any claim arising from your use of the Platform must be brought within twelve (12) months of the date on which you knew or should have known of the facts giving rise to the claim. Claims brought after this period are permanently barred.

Miscellaneous

16.1 Entire Agreement

These Terms constitute the entire agreement between you and the Operator with respect to your use of the Platform and supersede all prior agreements, representations, and understandings relating to the same subject matter.

16.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

16.3 No Waiver

The Operator's failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce that provision at a later time.

16.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Operator. The Operator may assign its rights and obligations under these Terms without restriction.

16.5 Language

These Terms are written in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

16.6 Contact

For questions regarding these Terms or the Platform, please contact the Operator through the official communication channels published on the Platform's social media pages. Do not send legal notices to unofficial channels.