Terms of Service

Effective date: [DATE] Last updated: [DATE] Operator: [LEGAL ENTITY NAME], doing business as AXIS Launch ("AXIS Launch," "we," "us," "our"), operating the website at jonathanarvay.com (the "Site").

1. Defined Terms

Capitalized terms used in these Terms of Service (the "Terms") have the meanings below. Terms defined in the Auction & Marketplace Terms and the Community Guidelines carry the same meanings here.

• "Auction Rules" — the AXIS Launch Auction & Marketplace Terms published at /auction-rules (draft: legal/drafts/marketplace-terms.md), incorporated into these Terms by reference.
• "Badge" — an AXIS Launch-issued graphic and hyperlink snippet (e.g., "Featured on AXIS Launch," "Top App of the Month," "PAID Verified") provided under the Badge Program (Section 6).
• "Bid" — an offer to purchase or license a Marketplace Asset submitted through the Site's bid form, as further defined in the Auction Rules.
• "Bidder" — a Member approved by us to participate in an Auction after completing the bidder application and NDA process described in the Auction Rules.
• "Buy-It-Now" or "BIN" — a seller-set price at which a Marketplace Asset may be purchased immediately, subject to the Auction Rules.
• "Community" — the forum at /community, listing comment threads, and any other interactive discussion surface on the Site.
• "Community Guidelines" — the rules published at [/legal/community-guidelines] (draft: legal/drafts/community-guidelines.md), incorporated into these Terms by reference.
• "Data Room" — a gated page or resource (e.g., /bidder-room/{slug}) containing non-public information about a Marketplace Asset, accessible only under an executed NDA.
• "Deal Types" — the three permitted transaction structures: full asset sale, exclusive IP license, and non-exclusive IP license.
• "Listing" — a directory entry for an app at /apps/{slug} ("App Listing") or an auction entry at /auctions/{slug} ("Auction Listing").
• "Maker" — a User who submits an App Listing.
• "Marketplace Asset" — the assets or intellectual property offered for sale or license in an Auction Listing. Marketplace Assets never include equity, stock, tokens, or any security (Section 9.4).
• "Member" — a User with a registered Site account.
• "NDA" — the AXIS Launch mutual non-disclosure agreement (draft: legal/drafts/nda-mutual.md).
• "PAID" — the third-party revenue-verification service referenced on the Site; "PAID Verified" describes a Listing with a confirmed active PAID connection.
• "Reserve" — the minimum price at which a seller has committed to transact, as defined in the Auction Rules.
• "Success Fee" — the fee payable to AXIS Launch on a closed Marketplace transaction (Section 10.3).
• "User," "you" — any person who accesses or uses the Site.
• "User Content" — any content a User submits to the Site, including Listing text and media, maker stories, forum threads, comments, and bid notes.

2. Acceptance; Incorporated Documents

Plain English: By using the site you agree to these Terms. The Auction Rules, Community Guidelines, and Privacy Policy are part of the deal. If you bid in an auction or post in the forum, those documents bind you too.

2.1. By accessing or using the Site, you agree to these Terms. If you do not agree, do not use the Site.

2.2. The following documents are incorporated into these Terms by reference and form part of them: (a) the Auction Rules; (b) the Community Guidelines; (c) the Privacy Policy; and (d) for Bidders, the NDA. In a conflict between these Terms and the Auction Rules regarding an Auction, the Auction Rules control.

2.3. You must be at least 18 years old and able to form a binding contract to use the Site. If you use the Site on behalf of an entity, you represent you have authority to bind that entity.

2.4. We may amend these Terms by posting an updated version with a new "Last updated" date. Material changes will be announced [by email to Members / by site notice] at least [14] days before taking effect. Continued use after the effective date constitutes acceptance. Amendments do not retroactively change the rules of an Auction already in progress.

3. What AXIS Launch Is — and Is Not

Plain English: We run a directory, a newsletter, an admin-mediated auction venue, and a forum. We are not a broker, a bank, a law firm, or a party to any deal. When a buyer and seller transact, that contract is between them — not with us. We never hold anyone's money; every deal closes through Escrow.com.

3.1. Venue, not party. "AXIS Launch provides a venue for buyers and sellers to negotiate and complete transactions. Any sale or license contract is solely between buyer and seller; AXIS Launch is not a party to it and assumes no responsibility arising from it."

3.2. No warranty on data. "AXIS Launch makes no warranties or representations as to the accuracy or completeness of any listing data or the current or future performance of any business or asset."

3.3. Verification is not diligence. "Verification by AXIS Launch is not a substitute for due diligence. Buyers are solely responsible for investigating all aspects of any purchase."

3.4. Not an advisor or broker. "AXIS Launch is not a broker-dealer, law firm, accounting firm, or investment advisor and provides no legal, tax, or investment advice. All transactions are asset sales or IP licenses."

3.5. Binding bids. Bids at or above the Reserve are binding on the Bidder, as set out in Section 9.3 and the Auction Rules. The bid form requires the acknowledgment: "I have read the Auction Rules and understand my bid above reserve is binding."

3.6. We never hold funds. All Marketplace transactions close through Escrow.com (or a successor escrow provider we designate). AXIS Launch never takes custody of purchase funds, deposits, or seller proceeds. Our Success Fee is invoiced separately.

3.7. Valuation language is guidance, not advice. Any valuation figure, multiple, or rule of thumb published on the Site (including the 3–5× annual-profit guidance for micro AI apps) is general context only. It is not an appraisal, a fairness opinion, or advice, and you may not rely on it in deciding to transact.

4. Accounts

Plain English: Keep your account info accurate and your password to yourself. One person per account, real names for makers, and you're responsible for what happens under your login.

4.1. Some features (commenting, bidding, member areas) require a Member account. You agree to provide accurate, current information and to keep it updated.

4.2. You are responsible for all activity under your account and for keeping your credentials confidential. Notify us promptly at [CONTACT EMAIL] of any suspected unauthorized use.

4.3. Accounts are personal to one individual. Maker bylines must identify a real person, not only a company. Accounts may not be sold, shared, or transferred.

4.4. We may refuse registration, and may suspend or terminate accounts, as set out in Section 12.

5. Listings and Listing Tiers

Plain English: We curate. We reject listings that don't meet our bar, and if you paid for a Fast Track listing that we reject, you get your money back. Free listings go live once you've placed our badge on your site. Listings are permanent — we archive rather than delete.

5.1. Curation. All Listings are subject to admin review against our published quality bar. We may accept, reject, edit for format, or decline to publish any submission at our discretion. Rejections of paid Fast Track submissions are refunded in full (Section 5.3). Rejections of free-queue submissions incur no charge.

5.2. Listing tiers. Current tiers and prices are published at /pricing and may change prospectively:

5.3. Refund-if-rejected. If we reject a Fast Track submission, we will refund the Fast Track fee in full within [10] business days. If we reject a Featured or Relaunch purchase before the promotion runs, the fee is likewise refunded in full. Fees for promotions already delivered are non-refundable.

5.4. Accuracy. You represent that all information in your Listing is truthful, that you own or control the listed app and all content you submit about it, and that your Listing does not infringe any third party's rights or violate any law. Material misstatements are grounds for delisting and account termination.

5.5. Permanence. Listings are intended to be permanent directory records. We may retain published Listings indefinitely, including after your account closes, subject to Section 7 (content license) and the Privacy Policy. We may unpublish or annotate a Listing (e.g., "no longer active") at our discretion.

5.6. Prohibited listings. You may not list: (a) equity, stock, convertible instruments, tokens, revenue-share certificates, or anything that is or may be a security (Section 9.4); (b) apps you do not own or lack authority to represent; (c) anything illegal, infringing, deceptive, or in a category we exclude in our published quality bar.

6. Badge Program

Plain English: Free listings go live when you put our badge — with its working dofollow link — on your app's site. Take the badge down and we can delist you. Don't alter the badge or its link.

6.1. We grant Makers with published Listings a limited, revocable, non-exclusive, non-transferable license to display the applicable Badge on the listed app's own website, solely in the form and with the embed snippet we provide.

6.2. Free-tier condition. Publication of a free-tier Listing is conditioned on the Maker placing the "Featured on AXIS Launch" Badge, with its unmodified hyperlink to the Listing page, on the listed app's website, and keeping it live while the Listing remains published. We audit Badge placement periodically. If the Badge is removed or its link is altered (including adding rel="nofollow" or equivalent attributes, redirecting it, or hiding it from visitors), we may unpublish or delist the free Listing after [7] days' notice without cure.

6.3. Badges may not be modified, used to imply endorsement beyond the fact of listing or the specific verification stated, or displayed on any site other than the listed app's. "PAID Verified" and "Top App of the Month" Badges may be displayed only while the underlying status is current.

6.4. The Badge license ends automatically when the Listing is delisted, the relevant status lapses, or these Terms terminate as to you.

7. User Content; License

Plain English: Your content stays yours. You give us the license we need to run the site: to host, display, format, excerpt, and promote your listings, threads, and comments — including in our newsletter and social posts. Forum content stays up even if you leave, but we'll honor personal-data deletion requests under the Privacy Policy.

7.1. Ownership. As between you and us, you retain all ownership rights in your User Content.

7.2. License to us. You grant AXIS Launch a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, adapt (for formatting, excerpting, and layout), publish, publicly display, distribute, and promote your User Content in connection with operating, marketing, and improving the Site and our newsletter and social channels. This license continues for content you submitted for publication (Listings, forum threads, comments) even after your account closes, because removing it would break public discussion threads and the permanent directory record — except as required by law or the Privacy Policy.

7.3. Your promises about your content. You represent that you own or have all rights needed to grant the license above; that your User Content is accurate where it states facts; and that it does not infringe, defame, or violate any law or these Terms.

7.4. Feedback. Suggestions you send us about the Site may be used without restriction or compensation.

7.5. Copyright complaints. We respond to notices of alleged copyright infringement under the Digital Millennium Copyright Act. Send notices to our designated agent at [DMCA AGENT NAME / ADDRESS / EMAIL — register with the Copyright Office]. We may remove allegedly infringing content and terminate repeat infringers.

8. Community and Forum Conduct

Plain English: The forum rules are simple: criticize the work, not the person; disclose your conflicts; don't solicit investment in securities; use the structured formats for co-founder and investor threads. Moderators enforce a ladder — edit request, then comment removal, then thread lock, then ban — and log every action.

8.1. Your use of the Community is governed by the Community Guidelines, incorporated by reference. Highlights (the Guidelines control in full):

• No securities solicitation. Do not offer, solicit, or facilitate investment in equity, tokens, SAFEs, revenue shares, or any security on the Site (Section 9.4).
• Conflict disclosure. If you have a commercial interest in what you are discussing (e.g., an auditor offering paid services, a seller commenting on valuation), say so in the post.
• Structured formats. Co-founder-seeking and investor-topic threads must use the published structured formats.
• Civility. Criticize work, not people. No harassment, hate, doxxing, or impersonation.
• No spam. One bump per thread per week; no engagement farming or undisclosed promotion.

8.2. Moderation. All new threads and comments are held for moderator approval before publication. Moderators enforce the Community Guidelines through a progressive ladder — edit request → comment removal → thread lock → member ban — and may skip steps for severe violations (illegal content, securities solicitation, harassment, fraud). Moderation actions are logged. Moderation decisions are at our discretion and are final, though you may request review at [CONTACT EMAIL].

8.3. No reliance on Community content. Community posts are the views of their authors. Nothing posted in the Community — including admin or moderator responses — is legal, tax, investment, or professional advice.

9. Marketplace; Auctions; Binding Bids; No Equity

Plain English: Auctions follow the published Auction Rules: sealed bids, 5% minimum increments, anti-snipe extensions, Buy-It-Now with a 72-hour confirmation window. If you bid at or above the reserve, your bid is binding — you're committing to buy on the listed terms. Everything closes through Escrow.com. And we never, ever list equity or stock — asset sales and IP licenses only.

9.1. Auction Rules govern. All Auctions are conducted under the Auction Rules, which specify eligibility, Reserve behavior, bid increments, anti-sniping extensions, Buy-It-Now mechanics, admin rights, verification standards, Data Room access, and the closing process. By submitting a Bid you accept the Auction Rules.

9.2. NDA precondition. No User receives access to any Data Room or any non-public seller information without first executing the NDA — no exceptions, including for known or repeat buyers. Breach of the NDA is a material breach of these Terms and grounds for immediate termination (Section 12), in addition to the remedies in the NDA itself.

9.3. Binding bids. A Bid at or above the Reserve is a binding, irrevocable offer by the Bidder to complete the transaction at the Bid amount on the terms of the Auction Listing and the applicable Deal Type, open for acceptance per the Auction Rules. When the Reserve is met and the Auction closes, (a) the winning Bidder is obligated to proceed to closing in good faith through the process in the Auction Rules, and (b) the seller is obligated to transact with the winning Bidder. Failure to proceed is a material breach of these Terms; remedies may include forfeiture of Bidder status, permanent removal from the marketplace, and liability to the counterparty. [ATTORNEY: confirm enforceability mechanism for bid-breach — liquidated damages? deposit? see notes.]

9.4. No equity; no securities — ever. The marketplace supports only the three Deal Types: full asset sale, exclusive IP license, and non-exclusive IP license. Listings, Bids, threads, and any other Site content may not offer, solicit, or effect the sale of equity, stock, membership interests, convertible notes, SAFEs, tokens, revenue-sharing interests, or any instrument that is or may be a "security" under applicable law. We remove such content on sight and may terminate the responsible account.

9.5. Escrow-only closing. Every Marketplace transaction must close through Escrow.com per the Auction Rules. Attempting to close off-escrow, or to circumvent the marketplace to avoid the Success Fee after a buyer–seller introduction occurred on or through the Site, is a material breach; the Success Fee remains payable on any transaction consummated within [12] months of such an introduction. [ATTORNEY: review circumvention clause scope/duration.]

9.6. Admin mediation. Auctions are administered manually by AXIS Launch staff. We may reject Bids, cancel Auctions for suspected fraud, and delist Auction Listings for Badge removal or stale metrics (metrics unverified for more than 45 days), as stated in the Auction Rules. Bid-status updates on public listing pages are made within one business day and are informational; the authoritative record is our bid log.

10. Fees and Payment

Plain English: Buyers pay us nothing. Makers pay the listing-tier prices above. Sellers pay an 8% success fee (minimum $250) when a deal actually closes — no listing fee at launch. Fees can change going forward, but never retroactively for an auction already running.

10.1. Listing fees. Listing-tier fees (Section 5.2) are due at submission, processed through the Site's commerce checkout, and refundable only as stated in Section 5.3.

10.2. Buyers. We charge Bidders and buyers no fee at launch. Any future buyer-side fee (e.g., a Qualified Buyer membership) will be published before it applies.

10.3. Success Fee. On each closed Marketplace transaction, the seller owes AXIS Launch a Success Fee of 8% of the total closing consideration, minimum $250, invoiced at or through closing (payable per the escrow instructions or our invoice within [14] days of escrow release). "Closing consideration" means the full amount payable by buyer to seller for the Marketplace Asset, including any deferred or installment amounts. The Success Fee is earned when the transaction closes and is non-refundable.

10.4. Taxes. Fees are exclusive of taxes. You are responsible for taxes arising from your own transactions.

10.5. Changes. We may change fees prospectively by updating /pricing and these Terms. Fee changes do not apply to Auctions already open or to Listings already purchased.

11. Prohibited Conduct

You may not: (a) violate any law or third-party right; (b) misrepresent identity, affiliation, metrics, or any Listing fact; (c) list or solicit securities (Section 9.4); (d) access or attempt to access any Data Room without an executed NDA, or share Data Room credentials or contents; (e) circumvent the marketplace or escrow process (Section 9.5); (f) place a Bid you do not intend or lack the means to honor, or manipulate bidding (shill bids, collusion); (g) scrape, harvest, or bulk-download Site content or user data except as permitted by our published policies [ATTORNEY: decide crawler/AI-training stance]; (h) interfere with Site security or operation; (i) impersonate AXIS Launch staff or moderators; (j) use the Community for undisclosed promotion, engagement farming, or fake accounts.

12. Suspension and Termination

Plain English: You can close your account anytime. We can suspend or terminate accounts that break these Terms — immediately for serious things like fraud, NDA breach, securities solicitation, or bid-dodging. Published listings and forum posts generally stay up (with personal data handled per the Privacy Policy). Money you owe survives.

12.1. You may stop using the Site or request account closure at any time via [CONTACT EMAIL]. Closure does not affect fees already owed, Bids already binding, or transactions in progress.

12.2. We may suspend or terminate your account, restrict features, remove content, or ban you from the Community: (a) immediately, for fraud, NDA breach, securities solicitation, bid manipulation, refusal to honor a binding Bid, or unlawful conduct; and (b) for other breaches, after notice and a [7]-day cure opportunity where cure is possible.

12.3. Sections that by their nature survive — including 3 (role and disclaimers), 7 (content license), 9.3–9.5 (binding bids, no-equity, escrow/circumvention), 10 (fees owed), 13–15 (disclaimers, liability, indemnity), and 16 (disputes) — survive termination.

13. Disclaimers

Plain English: The site is provided "as is." We don't guarantee listings are accurate, that any app performs as described, that a deal will close, or that the site is always up. Verification badges mean exactly what the verification standards page says — no more.

13.1. THE SITE AND ALL CONTENT, LISTINGS, BADGES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2. Without limiting Section 3: we do not warrant the accuracy, completeness, or currency of any Listing, metric, valuation guidance, or User Content; the conduct, identity, or solvency of any User; or that any Auction will complete or any transaction will close. Verification badges signify only the specific check described at /verification as of the "last verified" date.

13.3. Escrow.com, PAID, Squarespace, e-signature providers, and other third-party services are independent providers; we are not responsible for their acts, omissions, or terms.

13.4. Some jurisdictions do not allow certain warranty disclaimers; portions of this section may not apply to you. [ATTORNEY: add state-specific consumer carve-outs as needed.]

14. Limitation of Liability

14.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIS LAUNCH AND ITS OWNER, STAFF, AND MODERATORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATING TO THE SITE, ANY LISTING, ANY AUCTION, OR ANY TRANSACTION BETWEEN USERS, EVEN IF ADVISED OF THE POSSIBILITY.

14.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SITE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO AXIS LAUNCH IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $[100].

14.3. Nothing in these Terms limits liability that cannot be limited by law (e.g., for fraud or willful misconduct, or where consumer statutes apply).

15. Indemnification

You will defend, indemnify, and hold harmless AXIS Launch and its owner, staff, and moderators from and against claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your User Content or Listings; (b) your breach of these Terms, the Auction Rules, the Community Guidelines, or the NDA; (c) any transaction between you and another User, including any sale, license, escrow dispute, or post-closing claim; or (d) your violation of law or third-party rights. We may assume the defense of any matter subject to indemnification, at your expense.

16. Dispute Resolution; Governing Law — [PLACEHOLDER]

Plain English: Where and how disputes with AXIS Launch get resolved is intentionally left open for the attorney to decide — see the notes block below.

16.1. These Terms are governed by the laws of the State of [STATE], without regard to conflict-of-laws rules.

16.2. [ATTORNEY TO SELECT AND DRAFT ONE: (a) exclusive venue in the state and federal courts of [COUNTY, STATE]; or (b) binding individual arbitration under [AAA Consumer Rules / JAMS], with class-action waiver, small-claims carve-out, opt-out window, and mass-arbitration protocol.]

16.3. Any claim must be brought within [1 year] after it accrues, to the extent permitted by law.

16.4. Disputes between Users (buyer/seller, maker/commenter) are between those Users; Section 3.1 applies. We may, but are not obligated to, facilitate communication.

17. General

Force majeure; assignment (you may not assign; we may assign to a successor); notices (to your account email, and to us at [CONTACT EMAIL] / [MAILING ADDRESS]); no waiver by inaction; severability; entire agreement (these Terms plus the incorporated documents); no third-party beneficiaries except indemnified persons in Section 15; headings and plain-English boxes are aids to reading — the operative text controls if they conflict.

Contact: [LEGAL ENTITY NAME], [MAILING ADDRESS], [CONTACT EMAIL].