$VIBES Raise Terms

1. What This Raise Is

The $VIBES raise is the token generation event for $VIBES, the governance and rewards-eligibility token of the Vibestarter platform. $VIBES is the Vibetoken of this raise and is issued by the Vibestarter operator (see §3).

By contributing to this raise, you are purchasing $VIBES in exchange for ETH, subject to the standard Vibestarter time-released funding mechanics (10% immediate + 15% × 6 monthly tranches) and the additional terms below.

2. $VIBES Allocation

The full $VIBES supply is allocated at raise finalisation across the following slices.

• 50% — Backers. Distributed pro-rata to ETH contribution, claimable immediately after raise finalisation. Enforced by an on-chain 50% backer floor that cannot be violated by any allocation configuration.
• 15% — Community Rewards. At launch, the router atomically deploys a fresh VibesCommunityRewards contract bound to the new $VIBES token and transfers the 15% slice to it. The contract enforces a 6-month cliff. After cliff, distributions occur in batches via merkle proof; each batch is initiated by the Community Rewards multisig. See §4.
• 15% — Liquidity Pool. Paired with 15% of raised ETH and added to Aerodrome. The LP tokens are locked permanently in a per-raise fee-claimer contract that has no withdraw or transfer path — irrecoverable by any party, including the operator. The locked position continues to earn Aerodrome trading fees, which accrue to the platform.
• 15% — Treasury. Held in the project treasury escrow, governed by the challenge system, released in quarterly tranches subject to backer challenge windows.
• 5% — Founder. Held in the standard founder vesting contract: 6-month cliff + 12-month linear = 18 months to fully vest.

Staker rewards allocation (2.5% in the standard template) is disabled for this raise via an admin-only contract flag; the slice is absorbed into the backer allocation. No staker rewards accrue from this raise.

3. Who You Are Contracting With

At the time of this raise, Vibestarter does not yet have an incorporated operating entity. The raise is operated by the founder personally, acting as promoter for a Luxembourg operating entity to be formed as soon as first positive cash flow permits.

By contributing, you acknowledge and consent:

• Raise proceeds are held in a multisig wallet on Base, separated from any personal account.
• All raise proceeds are held in trust for the to-be-formed Luxembourg entity per a publicly timestamped promoter's-intent declaration.
• No portion of raise proceeds will be distributed to personal accounts in the pre-entity window.
• Funds remain on-chain until the operating entity is formed; no off-chain conversion, transfer, or personal receipt occurs in the interim.
• Upon entity formation, this contract is assigned to the successor entity. You consent to such assignment.

4. Community Rewards — Operator Discretion

The 15% Community Rewards allocation is held in the VibesCommunityRewards contract on Base, which enforces a 6-month cliff from raise finalisation. No party — including the operator and the Community Rewards multisig — can move tokens out before the cliff.

After the cliff, distributions occur in discrete batches. The Community Rewards multisig commits a merkle root for each batch, and eligible recipients claim their allocations by submitting a merkle proof. The multisig may rescue unclaimed tokens from a batch once its claim window closes, to redistribute them in a subsequent batch.

Post-cliff distribution is fully at operator discretion. Likely uses include:

• Airdrops to selected community segments.
• Hackathon prize pools.
• Event sponsorships.
• Community grants.
• Other ecosystem-growth uses.

Distribution criteria, recipient lists, and timing are not published in advance. The on-chain merkle root commits to each distribution without revealing recipients; leaves are disclosed to individual recipients at the point of claim. Criteria remain internal until the operator chooses to publish them.

Participation in this raise does not entitle you to any specific share of the Community Rewards allocation. No pre-commitment to specific recipients, amounts, or timing is made.

5. Operator Conflict of Interest

This raise is launched by the Vibestarter operator on the Vibestarter platform. You acknowledge:

• The founder of this raise is the same party that operates the platform.
• Platform fees (2.5% of each tranche payout, plus any token-side fees) from future raises on the platform accrue to the operator's multisig.
• The operator moderates campaigns, adjudicates challenges, and controls platform parameters.

To mitigate this conflict, any challenge filed against the $VIBES raise is adjudicated by a designated non-founder cosigner of the protocol admin multisig; the founder is recused from such adjudication.

6. Use of Proceeds

Raise proceeds (net of the permanently-locked LP allocation and the platform fee) are used exclusively for Vibestarter platform operations, including but not limited to:

• Infrastructure costs (hosting, data, RPC providers).
• Smart contract audits and security work.
• Contractor and engineering payments.
• Entity formation costs.
• Legal, compliance, and accounting.
• Gas for admin operations.
• Marketing consistent with the platform's reverse-solicitation posture (see §9).

The operator commits to publishing a periodic use-of-proceeds report once the operating entity is formed.

7. $VIBES Token — Nature and Utility

$VIBES is a utility token. It is not:

• A security, share, or equity interest in any entity.
• A right to dividends, profits, or revenue share from Vibestarter or any other party.
• A deposit protected by any deposit-guarantee scheme or investor-compensation scheme.
• An instrument approved or registered with any financial regulator.

At launch, $VIBES utility is limited to: (a) staking eligibility in the Vibestarter staking contract. Rewards accrual from staking is not active at launch and will be activated only after the Luxembourg operating entity is formed. Staking is available on-chain immediately at TGE; however, no staking rewards accrue from any raise launched during the pre-entity window.

Future $VIBES utility — governance, fee rebates, access tiers, or other — may be introduced by the operating entity at its discretion. No commitment is made at TGE regarding when, how, or whether such additional utilities will be implemented.

8. Secondary Trading Risk

Immediately upon raise finalisation, a liquidity pool for $VIBES is created on Aerodrome (Base). $VIBES becomes tradable on that pool and may be listed on third-party DEXes, aggregators, and CEXes without operator involvement. $VIBES price may be volatile, illiquid, or decline to zero. The operator makes no representations about $VIBES market price, liquidity, or trading volume.

9. Your Representations

By contributing to this raise, you represent and warrant that:

• You are not a United States person (as defined under Regulation S of the U.S. Securities Act of 1933, as amended) and are not acting for the account or benefit of any U.S. person.
• You are not resident in, and are not accessing the platform from, any jurisdiction on the Vibestarter restricted jurisdictions list, including but not limited to: United States, Cuba, Iran, North Korea (DPRK), Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, Russia, and China.
• You are not subject to any applicable sanctions list (including but not limited to OFAC SDN, EU Consolidated, UK OFSI).
• You accessed the Vibestarter platform on your own initiative and have not been actively marketed to, targeted by paid advertising, or solicited by the operator in your jurisdiction.
• You are at least 18 years old and legally able to enter into binding agreements in your jurisdiction.
• You understand that contributing to this raise is not an investment, carries total-loss risk, and that $VIBES may have no future value, utility, or liquidity.
• You are contributing only amounts you can afford to lose entirely.
• You have read and understood the Risk Disclosure at /risk-disclosure.

10. Not a Financial Promotion

This document and the Vibestarter platform are not directed at the general public of any jurisdiction where such activity would require authorisation, registration, or a disclosure document from a financial regulator. This document is not an invitation or inducement to invest in any regulated financial instrument. Contributing to this raise does not constitute the purchase of a security, derivative, or other regulated financial instrument.

Under EU Regulation 2023/1114 (MiCA) Article 4(2)(d), public offerings of crypto-assets whose total consideration in the Union is below €1,000,000 over 12 months are exempt from the whitepaper publication requirement. This raise is conducted in reliance on that exemption.

11. No Refunds Except As Provided by Protocol

All refunds occur through the protocol's built-in refund mechanisms (failed-raise refund, pro-rata excess refund, upheld-challenge holder refund). The operator does not process off-chain refunds and has no obligation to provide refunds outside the protocol's paths.

12. Governing Law and Dispute Resolution

These $VIBES Raise Terms are governed by the laws of Luxembourg. Any dispute arising out of or in connection with these terms shall be submitted to the competent courts of the District of Luxembourg, subject to any mandatory consumer-protection provisions applicable to your residence.

13. Acceptance

Your acceptance of these $VIBES Raise Terms is captured by signing the acceptance message with your wallet at the point of contribution. The signature, message hash, and user agent are recorded and persisted as evidence of your acceptance. You may review the version of these terms in effect at the time of your acceptance by reference to the hash in your acceptance record.

14. Contact

For questions about this raise, contact the operator on X (Twitter) at @vibestarterxyz.