Launchpad terms

1. Who you deal with. Commitments are made to Starcap Incorporated ("Starcap"), which issues the round's token. Starcap is not affiliated with, endorsed by or sponsored by Blue Origin, Varda Space or Starcloud. This is a private sale to eligible people at their request, not a public offer.
2. What you commit to. You commit USDG for an allocation of the round's token (for example $VARDA) at the round's stated entry valuation. Each token is an equal share of an SPV position that a Starcap entity holds in the company's shares. It is not a share registered in your name, gives no ownership of or vote in the company, and private-company transfers can be restricted by the issuer.
3. Payout and redemption. At an IPO or acquisition, the position is sold after any lock-up and the net proceeds are paid to holders pro rata in USDG. KYC is required at that point, and claimed tokens are burned. If the company never lists or is acquired, there is no payout. Tokens can only be redeemed as a whole block: a holder of the entire supply can take the SPV interest in their own name, subject to the SPV manager's approval.
4. How to commit. Sign these terms with your wallet, then send USDG on Robinhood Chain, from that same wallet, to the Starcap Inc multisig for that round shown on the page. Each round has its own multisig, on Robinhood Chain only, and USDG sent to a round's multisig counts for that round. The minimum commitment is $1,000; a smaller transfer breaches these terms, and Starcap may return it or ask you to top it up. Starcap is not responsible for assets sent from another wallet, from an exchange, on another network or in another token, and may not be able to return them.
5. Graduation and size. A round graduates once $200,000 is raised and has a target of $500,000. Starcap may accept commitments above the target. Each round's page shows the amount raised so far. It includes USDG for the round held in the Starcap treasury, and that USDG counts toward the round's graduation.
6. Deadline and refunds. Each round has a deadline shown on the page. Starcap may extend it once and will show the new date on the page. If a round has not graduated by its deadline, or Starcap cancels the deal, you may request a refund on the page. Refunds are paid in USDG on Robinhood Chain to the wallet that sent the commitment, for the amount Starcap received. Once a round graduates, commitments cannot be withdrawn or refunded unless the deal is cancelled.
7. Fees. There is no management fee and no carry. Rounds that graduate carry a launchpad fee, which Starcap will confirm. Once the token trades on Uniswap, trades carry the token tax and pool fee set out in its documents. You pay your own network fees.
8. After graduation and delivery. Once a round graduates, Starcap completes the SPV purchase: it wires the funds and signs the subscription documents. It then tokenizes the position and airdrops the round's token to the wallet that sent each commitment, pro rata to what each wallet committed. Trading opens after the airdrop. The number of tokens depends on the amount raised and the size of the SPV position Starcap buys.
9. Eligibility. The launchpad is not open to US persons. You confirm, when you sign and when you send USDG, that you are at least 18, that you are not a US person, that you are not a citizen or resident of a sanctioned jurisdiction, and that you are not a Prohibited Person, meaning anyone subject to US, EU, UK or UN sanctions or acting for the benefit of such a person. You also confirm that the money is lawfully yours, that you commit for your own account from a wallet you control, that you have legal capacity, and that committing is lawful where you live.
10. Verification and KYC. Your confirmations are self-certified. You do not need KYC to commit or to receive your tokens; KYC is required at payout or redemption. Starcap may screen you and your wallet against sanctions and blockchain analytics sources, may require identity verification at any stage, including before delivery, and may refuse or return any commitment if it is not provided or a confirmation proves untrue.
11. Your risk. This commitment is entirely at your own risk. Private-company exposure and digital assets are high risk, and you can lose everything you commit. There is no guarantee that the deal closes, that the company lists or is acquired, or that the token trades at or above its entry value. Stablecoin, network, wallet and smart-contract failures could cause total loss. Starcap is not regulated by any financial services authority, so no compensation scheme applies. Nothing here is investment, legal or tax advice. You can afford to lose your full commitment, you have done your own research, and you rely only on these terms.
12. Indemnity and liability. You indemnify Starcap Incorporated, its affiliates, directors, officers and service providers against any loss, claim, penalty, tax or cost arising from your commitment, any breach of these terms or any false or incomplete information you give. Starcap's total liability to you is limited to the USDG it received from you and has not returned, and it is not liable for indirect loss or loss of profit. You will not bring a claim against Starcap's directors, officers, shareholders or affiliates personally. Nothing here excludes liability for fraud or willful misconduct.
13. Your information. Starcap uses the details you give to run the launchpad and meet its anti-money-laundering and sanctions obligations. It may share them with its banks, advisers, screening providers, affiliates and authorities where the law requires, and will not name you publicly without your consent.
14. Law and changes. These terms are governed by the laws of the jurisdiction in which Starcap Incorporated is incorporated, and its courts have exclusive jurisdiction. Starcap may update these terms and deal details for future commitments and before delivery, and will tell committed wallets about changes that affect them. Each signature records the version you accepted.