Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Clubhouse.Fund(“Clubhouse.Fund”, “we”, “us”, “our”), covering the website at clubhouse.fund, its interface, and any documentation or tooling we publish alongside it (together, the “Interface”).

By connecting a wallet, creating an account, signing a transaction prepared by the Interface, or otherwise using it, you confirm that you have read these Terms, that you understand them, and that you accept them in full. If you do not accept them, do not use the Interface.

These Terms govern your use of the Interface only. They do not, and cannot, govern the blockchain, the smart contracts deployed to it, or the conduct of any other user — those are outside anyone’s control, including ours. Section 3 explains why that distinction matters more here than on a conventional platform.

Clubhouse.Fund publishes a front-end. The Interface reads public blockchain state, renders it, and helps you construct transactions. That is the whole of what it does.

Clubhouse.Fund is not a custodian, broker, dealer, exchange, market maker, investment adviser, fund, bank, money transmitter or payment processor. We do not hold your assets. We never take possession or control of your funds or your NFT2s. We do not match orders, operate an order book, quote prices, make markets, or execute anything on your behalf.

Nothing on the Interface is financial, investment, legal, accounting or tax advice, and nothing on it is an offer, solicitation or recommendation to buy, sell or hold any asset. No communication from us — documentation, a Discord message, a social post, a figure in the UI — should be read as any of those things.

The Clubhouse protocol is a set of smart contracts deployed to a public blockchain. Once deployed, those contracts run autonomously. They execute for anyone who calls them, on identical terms, without asking our permission and without our involvement.

• Permissionless. You do not need an account, our approval, or the Interface itself to use the contracts. Anyone can interact with them directly — through a block explorer, their own front-end, or a script — and we can neither prevent that nor take responsibility for it.
• Non-custodial. Funds paid into a collection sit in that collection’s own on-chain escrow, governed by contract logic. They do not pass through us and we hold no key that can move them.
• Immutable. A deployed contract cannot be edited. We cannot patch a bug in it, pause it for your benefit, mint yourself a replacement NFT2, or roll a transaction back — not on request, not by court order, not at all.
• Open source. The protocol contracts are published under the MIT licence. You are free to read them, audit them, fork them, and build your own interface on them. The code is the authoritative description of how the system behaves; where this document and the code appear to differ, the code is what will actually happen.

Taking the Interface offline — whether we choose to, or are compelled to — does not stop the contracts. They continue to exist and operate on-chain, and your assets remain yours, reachable by any other means of transacting with them.

By using the Interface you represent and warrant, each time you use it, that:

• you are at least 18 years old and legally able to form a binding contract;
• you are not located in, ordinarily resident in, or organised under the laws of any jurisdiction subject to comprehensive sanctions, and you are not a person or entity named on any sanctions, embargo or restricted-party list maintained by any competent authority;
• you are not accessing the Interface through a VPN, proxy or any other means intended to disguise your location or evade a restriction;
• your use of the Interface, and of the assets it helps you acquire, is lawful in every jurisdiction that applies to you — determining that is your responsibility, not ours, and we make no representation that the Interface is appropriate or available anywhere in particular;
• you are acting on your own behalf, with your own funds, and not for an undisclosed third party;
• you understand blockchain technology, self-custody, bonding curves and digital assets well enough to evaluate the risks in section 20, and you accept those risks entirely.

We may block, restrict or geofence access to the Interface at any time, for any region or any address, with or without notice, including to comply with law or to reduce our own legal exposure. Because the underlying contracts are permissionless, such a block limits access to our front-end only.

We may change these Terms at any time. When we do, we will update the date at the top of this page and, for material changes, give notice through the Interface. Changes take effect when posted. Continuing to use the Interface after that is your acceptance of the revised Terms; if you do not accept them, stop using it.

A change to these Terms never changes a deployed contract, and nothing in these Terms — in this version or any future one — can alter the outcome of a transaction that has already settled on-chain.

The Interface can be used two ways, and they carry different obligations.

• Wallet only. Connect a wallet and transact. No email address, no profile, no account. Your wallet address is your identity.
• Registered account. An email address and username, which unlock Clubs, saved collections, profile and creator features.

You alone are responsible for your wallet, its private keys, its seed phrase and its security, and for everything done through your wallet or your account, whether or not you authorised it. We never have your keys. We cannot recover them, reset a password into a wallet, reverse a transaction, restore access to a compromised wallet, or retrieve assets sent to a wrong or malicious address. Self-custody means the loss is final.

No one at Clubhouse.Fund will ever ask you for a seed phrase or a private key. Treat any such request — however official it looks, whatever domain or handle it comes from — as an attempt to defraud you.

Wallet software, hardware wallets, browser extensions, RPC endpoints and node providers are third-party products. We do not supply them, vet them, or accept responsibility for their behaviour or their failures.

An NFT2 is minted by paying the current curve price in a stablecoin. The contract derives that price arithmetically from the collection’s current supply, and the price rises as supply grows. The price therefore depends on when you mint, and successive items within a single purchase cost different amounts. There is no fixed mint price, and no price you see is guaranteed to still hold when your transaction is included in a block.

Each collection has a maximum supply chosen by its creator at deployment and fixed from that moment. It cannot be raised, lowered, or extended afterwards by the creator, by us, or by anyone.

Every NFT2 carries a tier assigned by the contract at mint, which determines its weight in any later claim. You do not choose your tier, you cannot influence it, and we make no representation about which tier you will receive or what any tier will ultimately be worth.

Items distributed through a Genesis airdrop pay nothing into the curve and are permanently ineligible for the burn refund in section 9. That exclusion is enforced by the contract, not by our policy, and it cannot be waived by anyone — including us.

Every paid mint is split by the contract at the moment it executes. Nothing is invoiced, collected or distributed by us:

• the base curve price, held in the collection’s on-chain escrow;
• 0.30% creator fee, held in escrow until go-live;
• 0.70% platform fee.

These percentages are constants in the deployed contract. They apply identically to every user, cannot be negotiated, discounted or waived for anyone, and cannot be changed for a collection that is already live. Any change would require a new contract deployment and would apply only to collections deployed after it — never retroactively.

Separately, every on-chain transaction costs network gas. Gas is paid to the network, not to us. We do not set it, do not receive it, and cannot refund it — including where your transaction fails, reverts, or is front-run. Gas spent on a failed transaction is simply gone.

You are solely responsible for determining, reporting and paying any tax arising from your use of the Interface or the protocol, in every jurisdiction that applies to you. We do not withhold tax, do not issue tax statements, and do not advise on tax.

While a collection is still minting, burning an NFT2 returns the base curve price less the 0.70% platform discount and the 0.30% creator fee, paid out of that collection’s escrow. Because the curve price moves with supply, the amount returned is whatever the curve is at when your burn executes — it is not the amount you paid, and it may be more or less.

This refund path exists only while escrow exists. It is a function of the contract, not a consumer right, not a guarantee, and not something we administer or can restore.

Once a collection reaches its full supply, the creator or the platform may trigger go-live. This is a one-way action. At go-live the contract swaps the collection’s escrowed stablecoin into a reserve asset, commits it together with the collection’s accretive token to on-chain liquidity pools, and pays out the creator allocation.

The swap at go-live executes against a live market. It is subject to slippage, front-running and the depth of the pool at that moment, within the tolerance bounds written into the contract. The contract will refuse to proceed outside those bounds; it will not guarantee you a price inside them. The amount of reserve asset ultimately committed is whatever the market gives.

Each collection has an accretive token with a fixed supply, allocated by the contract at go-live between the collection’s liquidity pools and the creator. Neither the supply nor the allocation can be altered afterwards. There is no mint function for us to call, no treasury for us to spend, and no administrative key that can move pool liquidity.

A collection’s accretive token accrues on a fixed schedule written into the contract. That schedule is arithmetic. It is not a forecast, a yield, an interest rate, a dividend, a distribution, or a promise, and it says nothing whatsoever about price.

We make no representation that any accretive token or any NFT2 will hold or increase in value, that a market will exist for it, that its liquidity pool will be deep enough to exit into, or that you will be able to sell at any particular price or at all. The value of what you hold can fall to zero, and may do so without warning. Liquidity committed at go-live is not a price floor and is not a guarantee of anything.

Trading of accretive tokens happens on third-party decentralised exchanges. We do not operate them, do not route your trades, and take no responsibility for their pricing, their availability, or their failure.

NFT2s and accretive tokens are not offered by Clubhouse.Fund as investments. We do not promise, project or imply any return. We do not manage anything on your behalf, and there is no common enterprise between you and us in which profits depend on our efforts — the contracts run without us.

Any figure shown in the Interface — a curve price, a tier weight, an accrual schedule, a balance, an estimate — is an informational rendering of on-chain data or of contract arithmetic. It may be delayed, cached, mis-rendered or simply wrong. It is not a quote, an offer, a valuation, or a statement of account, and you should verify anything that matters against the chain itself before acting on it.

The legal and regulatory treatment of digital assets is unsettled and differs by jurisdiction. You are responsible for determining how the assets you acquire are characterised where you live and what obligations follow from that.

The protocol lets users transact with each other. Every such interaction — a secondary sale, a trade, a Club arrangement, a side agreement reached off-platform — is solely between the users involved. Clubhouse.Fund is not a party to it, does not escrow it, does not mediate it, and does not guarantee that anyone will perform.

We have no obligation to intervene in a dispute between users, and if we do so informally it is a courtesy that creates no duty and no precedent. You release Clubhouse.Fund from all claims, demands and damages arising out of any dispute with another user.

Deploying a collection through the Interface requires a complete profile and approval on the creator whitelist. Approval is at our sole discretion and may be declined, paused or withdrawn at any time without reason. The whitelist is a property of our front-end, not of the protocol. Ordinary use — minting, trading, holding, joining Clubs — requires no approval from anyone.

As a creator you represent and warrant that:

• you own, or are validly licensed to use, every asset you upload, and its use infringes no one’s rights;
• your collection, its metadata and everything you publish about it are accurate, and are not fraudulent, misleading, or unlawful;
• you will honour whatever you have publicly told holders their NFT2 entitles them to, and you accept that we are not a guarantor of any promise you make;
• you have satisfied yourself that offering your collection is lawful in your jurisdiction and in any jurisdiction you market it to, and that you are not conducting a regulated offering without the necessary authorisation;
• you understand that once your collection is deployed, its parameters are fixed and neither you nor we can change them.

You are solely responsible for what you publish and for your dealings with holders, and you will indemnify us under section 24 for claims arising from them. We may remove a collection from the Interface, suspend a Club, or withdraw whitelist approval where we reasonably believe these Terms have been broken — which removes it from our front-end only, and does not and cannot remove it from the blockchain.

You keep ownership of everything you upload or post. You grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, adapt for display, and publicly display that content for the purpose of operating and promoting the Interface. The licence lasts as long as we host the content and ends, for future use, when you remove it — subject to backups, to caches we do not control, and to anything already published on-chain or to decentralised storage, which we cannot retract.

You are responsible for the content you post and for holding the rights necessary to grant that licence. We may remove content that breaches these Terms, but we have no obligation to monitor, screen or moderate anything.

The Interface — its design, our name, the mark “Clubhouse.Fund”, our logo, and the front-end software we wrote — belongs to us or our licensors. These Terms grant you a limited, revocable, non-transferable, non-sublicensable licence to use the Interface for its intended purpose. They transfer no ownership and license no use of our name or branding.

The protocol contracts are separate. They are released under the MIT licence and your rights in them are whatever that licence grants — including, expressly, its warranty disclaimer. Nothing in these Terms narrows the MIT licence, and nothing in the MIT licence gives you rights in our branding or our front-end.

Owning an NFT2 does not by itself give you copyright in the underlying artwork. Whatever rights come with a particular collection are whatever that collection’s creator has granted, in the terms the creator granted them. We are not a party to that grant and do not verify it.

If you believe something on the Interface infringes your rights, contact us at ip@clubhouse.fundwith enough detail to identify the work, the material you are complaining about, your contact details, and a statement that you are authorised to act on the rights holder’s behalf.

We may remove or restrict access to reported material, and may suspend repeat infringers from the Interface. We are not a court: where ownership of an off-chain asset is genuinely disputed, we may restrict the item on our front-end until the parties resolve it between themselves. Nothing we do in response to a complaint affects on-chain records, which we cannot alter.

Clubs are run by their owners, who set membership rules — which may include holding a particular NFT2 — and who can admit, remove and suspend members. Club owners and moderators act on their own behalf, never ours. Losing access to a Club does not affect your on-chain assets, and holding an NFT2 does not guarantee continued access to any Club.

Collections, metadata, Club posts, external links, price feeds, block explorers, wallets and decentralised exchanges are third-party content and third-party services. We do not create, endorse, verify, audit or guarantee any of them. A collection appearing on Clubhouse.Fund is not a recommendation, an endorsement, or a statement that it is safe, legitimate or worth anything. Links are provided for convenience; what happens on another site is governed by that site’s terms, not ours.

You may not use the Interface to:

• break any law that applies to you, or help anyone else do so;
• launder money, finance terrorism or proliferation, or evade sanctions or export controls;
• manipulate a market, including by wash trading, spoofing, or creating a misleading impression of demand, price, volume or holder count;
• defraud or deceive anyone, including by promising holders returns you have no basis to promise;
• impersonate any person, or misrepresent your affiliation with a person, project or with Clubhouse.Fund;
• infringe intellectual property, or post unlawful, abusive, harassing, hateful or deceptive content;
• exploit, probe, reverse-engineer for attack, or interfere with any contract, the Interface or its infrastructure; introduce malware; or circumvent any access restriction, geofence, authentication or rate limit;
• scrape or harvest data at a scale that burdens the service, or use automation to gain an unfair advantage over other users.

Breaching this section is grounds for immediate suspension or termination of your access to the Interface, and may be reported to the appropriate authorities. It does not, and cannot, affect your on-chain assets.

You use the Interface and the protocol entirely at your own risk. You acknowledge, understand and accept each of the following:

• Smart contracts may contain flaws. A deployed contract cannot be edited or patched. An audit reduces risk; it is never a guarantee of safety. A single undiscovered bug can result in the total, permanent loss of everything held by a collection.
• Blockchain transactions are irreversible. A transfer to a wrong address, an approval granted to a malicious contract, or a transaction signed by mistake is permanent. Nobody can undo it — not you, not us, not the network.
• Networks fail. Chains can congest, reorganise, fork, be attacked or halt. Transactions can fail, revert, or be dropped after you have paid gas.
• You may be front-run. Pending transactions are public. Others may observe yours and trade ahead of it, and mempool extraction can make your execution materially worse than expected.
• Prices and liquidity move. Swaps execute at whatever the pool offers, which may be far worse than any quote, and liquidity may be thin or absent when you want to exit.
• Bonding curve prices rise with supply. Minting late costs more than minting early, and that is the design, not a defect.
• Stablecoins are not risk-free. A stablecoin can depeg, be frozen, be censored at the issuer’s discretion, or fail entirely.
• Third parties are outside our control — wallets, RPC providers, bridges, decentralised exchanges, node operators, hosting providers and indexers alike.
• The Interface may be wrong or unavailable. Data can be stale, cached or incorrectly rendered, and the site can go down at any time.
• Test networks carry no value and may be reset or discontinued without notice.
• The regulatory position of digital assets is unsettled and may change in ways that affect the legality, transferability, taxation or value of what you hold.
• You may lose everything. Never commit funds you cannot afford to lose in full.

This section states plainly what sections 22 to 24 state in legal terms, because it is the single most important thing in this document.

We do not operate the contracts, do not control the market, do not custody your assets and do not interfere with the tokenomics of any collection. We are therefore in no position to make you whole, and we do not undertake to. There is no compensation scheme, no insurance, no deposit guarantee, no refund policy and no bailout. Every decision to mint, hold, burn, trade or exit is yours alone, and its consequences are yours alone.

To the fullest extent permitted by law, the Interface and the protocol are provided “as is” and “as available”, without warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or quiet enjoyment, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Interface will be uninterrupted, timely, secure or error-free; that defects will be corrected; that any data shown is accurate or current; that any contract is free of vulnerabilities; or that the Interface or its servers are free of harmful components. No advice or information, oral or written, obtained from us or through the Interface creates any warranty not expressly stated here.

We may modify, suspend, restrict or discontinue the Interface, in whole or in part, at any time and without notice or liability. We are under no obligation to operate, maintain or continue it. On-chain contracts continue to exist and operate independently of it, and losing access to clubhouse.fund does not by itself destroy your assets.

To the fullest extent permitted by law, Clubhouse.Fund and its officers, employees, contractors, contributors and agents will not be liable for any lost profits, lost revenue, lost or devalued digital assets, lost data, loss of goodwill, business interruption, or any indirect, incidental, special, consequential, exemplary or punitive loss arising out of or relating to these Terms, the Interface, the protocol, the behaviour of any smart contract, or the acts or omissions of any third party — whether based in contract, tort, negligence, strict liability, statute or otherwise, and whether or not we were advised that such loss was possible.

Our total aggregate liability for all claims arising out of or relating to these Terms or your use of the Interface is limited to the greater of (a) the total platform fees you actually paid to Clubhouse.Fund in the six months immediately before the event giving rise to the claim, and (b) USD 100.

These limitations apply even if a limited remedy fails of its essential purpose, and they reflect a reasonable allocation of risk between us: the Interface is provided at minimal cost to you, and we exercise no control over the assets, contracts or markets from which your losses would arise.

Some jurisdictions do not allow certain exclusions or limitations. Where that is so, the exclusions above apply only to the extent permitted, and nothing here limits liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

You agree to indemnify, defend and hold harmless Clubhouse.Fund and its officers, employees, contractors, contributors and agents from and against any claim, demand, loss, liability, damage, fine, penalty and reasonable legal cost arising out of or relating to: your use of the Interface or the protocol; any content you upload or publish; any collection you deploy and any representation you make to its holders; your breach of these Terms or of any law; your infringement of anyone’s rights; your tax obligations; or any dispute between you and another user.

We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate with that defence.

You may stop using the Interface at any time and may delete your account from your account settings. We may suspend or terminate your access to the Interface, at our discretion, where we reasonably believe these Terms have been broken, where required by law, or where continuing would expose us or other users to risk — with or without notice.

Termination affects the Interface only. It does not affect your on-chain assets or the contracts holding them, it does not reverse anything already settled on a blockchain, and it does not prevent you from interacting with the protocol by other means. Sections that by their nature should survive — sections 2, 3, 8, 10, 11, 12, 13, 15, 16, and 20 through 29 — survive termination.

Before starting formal proceedings, please contact us at legal@clubhouse.fund with a description of the dispute and the outcome you are seeking, so that we can try to resolve it informally. Both of us agree to attempt that in good faith for 30 days.

DISPUTE FORUM — whether disputes go to arbitration or to court, where, under which rules, and whether a class-action waiver applies. This clause has significant consequences for users and its enforceability varies by jurisdiction; it must be settled with counsel rather than copied from another platform.

Any claim must be brought within one year of the event giving rise to it, to the extent that limit is permitted where you are.

These Terms are governed by the laws of GOVERNING LAW, without regard to conflict-of-laws rules, and the courts of VENUE have jurisdiction, subject to section 26 and to any mandatory consumer protections available to you locally.

• Entire agreement. These Terms, together with the Privacy Policy, are the whole agreement between you and Clubhouse.Fund about the Interface, and supersede any prior understanding.
• Severability. If a provision is held unenforceable, it is limited or severed to the minimum extent necessary and the rest stands.
• No waiver. Not enforcing a provision once does not waive it.
• Assignment. You may not assign or transfer these Terms without our written consent; we may assign them freely, including in connection with a merger, acquisition or sale of assets.
• No partnership. These Terms create no partnership, joint venture, agency, fiduciary or employment relationship between you and us.
• No third-party beneficiaries, except that the persons named in sections 23 and 24 may rely on them.
• Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control, including network congestion, chain reorganisation or halt, protocol-level failure, outages at third-party providers, regulatory action, and acts of God.
• Language and headings. The English text governs. Headings are for convenience and do not affect interpretation.
• Notices. We may give notice through the Interface, or by email where you have given us an address. Legal notices to us go to the address in section 29.

Clubhouse.Fund, REGISTERED ADDRESS.

Legal notices: legal@clubhouse.fund. Intellectual property complaints: ip@clubhouse.fund. General support: support@clubhouse.fund. See also our Privacy Policy.