Terms Of Use

1.1. The Scissors Entities and their affiliates develop, maintain, operate, and provide access to the Scissors Platform and Scissors Services, including the scissors.fun website and associated applications.

1.2. By using the Scissors Platform or any of the Scissors Services you are entering into a legally binding agreement with all Scissors Entities and their affiliates. These Terms will govern your use of the Scissors Platform and all of the Scissors Services.

1.3. You acknowledge that you must read these Terms, together with the documents referenced in the Terms, carefully and are responsible for telling us if you do not understand anything.

1.4. You expressly agree that you will be bound by, and that you will comply with, any additional terms and conditions that apply to your use of the Scissors Platform or any of the Scissors Services.

2.1. To be eligible to use the Scissors Platform and the Scissors Services:

• you must be an individual, corporation, legal person, entity or other organisation with the full power, authority and capacity to access and use the Scissors Platform and enter into and comply with your obligations under these Terms, including, in the case of an individual, being of the legal age of majority in your country (typically 18 years or older);
• if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity;
• not be located, incorporated, otherwise established in, or resident of, or have business operations in a jurisdiction where it would be illegal under Applicable Law for you to access or use the Scissors Platform and/or Scissors Services;
• not be located in any sanctioned or prohibited jurisdiction, including but not limited to Cuba, Iran, North Korea, Syria, Russia, or the Crimea region.

2.2. We may amend our eligibility criteria at any time at our sole discretion. We retain the sole discretion to make changes without telling you in advance where required by legal, regulatory, or security reasons.

3.1. Usage of the Scissors Platform and Scissors Services is provided at our absolute discretion. We reserve the right to refuse any usage of, or restrict your access to, the Scissors Platform and Scissors Services for any reason, or without reason at any time.

3.2. The Scissors Platform implements a unique bonding curve mechanism with an ATH (All-Time High) sell tax:

• ATH Tax: When selling tokens at or near the all-time high price (within 1% threshold), a 10% token tax is applied. These tokens are sent to the treasury.
• Treasury Reserve: Tokens collected in the treasury are held in a program-derived account for that token.
• Trading Fee: A 1.25% trading fee applies to all buy and sell transactions.
• Graduation: Tokens "graduate" when the bonding curve reaches approximately 85 SOL in real reserves.

3.3. You must not take any action or otherwise post, upload or publish to the Scissors Platform any abusive, defamatory, dishonest, or obscene content or any content intended to manipulate a market or to spread false or misleading information.

3.4. You must not engage in wash trading, pump and dump schemes, or any other form of market manipulation.

4.1. The following fees apply to Scissors Services:

• Token Creation: Approximately 0.02 SOL (network fees)
• Trading Fee: 1% on all buy and sell transactions
• ATH Tax: 10% of tokens when selling at all-time high

4.2. You agree to pay all applicable fees in connection with your use of the Scissors Services. You understand that the Scissors Entities do not control any fees charged by the Solana network or third-party wallet providers.

4.3. We may adjust our fees from time to time. If you do not wish to accept the changed fees, you must cease use of the Scissors Platform and relevant Scissors Services.

4.4. Any calculations of fees made by the Scissors Entities in connection with your use of the Scissors Services are final and binding on you in the absence of Manifest Error.

5.1. To access certain Scissors Services, you must connect a compatible Solana wallet. The Scissors Platform supports wallets through Privy.io integration, as well as external wallets like Phantom, Solflare, and Backpack.

5.2. You are solely responsible for:

• Maintaining the security of your wallet and private keys
• All activities that occur through your connected wallet
• Ensuring you have sufficient SOL for transaction fees
• Understanding the risks associated with blockchain transactions

5.3. The Scissors Entities have no control over your wallet or the private keys to it. We cannot recover lost private keys or reverse blockchain transactions.

5.4. All transactions on the Scissors Platform are executed on the Solana blockchain and are irreversible once confirmed.

6.1. The Scissors Platform allows users to create and trade user-generated Digital Assets (tokens). You acknowledge that:

• User-generated tokens are not endorsed, verified, or approved by Scissors
• The value of user-generated tokens can go to zero
• You are solely responsible for conducting due diligence before interacting with any token
• Token creators may abandon or rug-pull their projects

6.2. When creating a token, you represent and warrant that:

• You have the right to use any names, images, or content associated with your token
• Your token does not infringe on any third-party intellectual property rights
• Your token is not intended to defraud or mislead others
• You comply with all applicable laws and regulations

6.3. We reserve the right to remove or restrict access to any user-generated content or tokens that violate these Terms or applicable laws.

7.1. Instructions are transactions or commands executed on the Solana blockchain using the Scissors Platform. You must ensure that any Instruction submitted is complete and accurate.

7.2. You acknowledge and agree that Instructions are irrevocable and therefore once an Instruction has been submitted you have no right to unilaterally rescind or withdraw it.

7.3. By submitting an Instruction you are authorising us to initiate transaction(s) using your Wallet on the Solana blockchain.

7.4. We do not represent or warrant that any transactions will be completed successfully or within a specific time period. Blockchain-based systems are variable and transaction speeds may increase dramatically at any time.

By using the Scissors Platform and Scissors Services, you agree that you will not:

• Breach these Terms or any agreement entered into pursuant to them
• Use the Platform for commercial purposes without our express written consent
• Engage in market manipulation, including pump and dump schemes, wash trading, or artificial price manipulation
• Engage in fraudulent activities or cause us to suspect that you have done so
• Provide false, inaccurate or misleading information
• Use bots, spiders, or other automated tools to access or copy data in unauthorized ways
• Attempt unauthorized access, probe, scan or test vulnerabilities of the Platform
• Reverse-engineer or attempt to extract source code or intellectual property
• Spread malware, spyware, or any software designed to harm systems or users
• Use anonymizing proxies or manipulate system behaviors to circumvent restrictions
• Violate any Applicable Law or third party intellectual property or privacy rights
• Access the Platform from prohibited or sanctioned jurisdictions
• Create tokens that impersonate or mislead users about their association with other projects, celebrities, or entities

9.1. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software.

9.2. At all times, you shall maintain adequate security and control of all information used to access the Scissors Platform, including by:

• Never sharing your private keys, seed phrases, or passwords
• Never allowing remote access to your computer when connected to the Platform
• Using hardware wallets for significant holdings
• Verifying transaction details before signing

9.3. You must notify us immediately of any suspicious activity or security breach affecting your use of the Platform.

10.1. All Scissors IP, including the scissors.fun brand, logo, website design, and smart contracts, shall remain vested in Scissors Entities and their affiliates.

10.2. We grant you a non-exclusive licence to use the Scissors Platform for non-commercial personal use in accordance with these Terms.

10.3. You retain ownership of content you create, but grant us a perpetual, royalty-free licence to use such content as necessary to provide the Scissors Services.

11.1. Our collection and use of personal data is as provided in our Privacy Policy. You acknowledge that we may process personal data in relation to you in connection with these Terms.

11.2. We may collect wallet addresses, transaction data, and usage analytics to improve our services and comply with legal requirements.

12.1. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the Scissors Platform. We may terminate, suspend, or restrict your access for any reason including:

• You are no longer eligible to use the Platform
• We suspect fraudulent, unauthorized, or unlawful activity
• You have breached these Terms
• Required by applicable law or regulatory authority
• Security concerns or risk management

12.2. Upon termination, any pending transactions may be cancelled and you remain responsible for any fees incurred.

13.1. The Scissors Platform and Scissors Services are provided on an "AS IS" and "AS AVAILABLE" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law.

13.2. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

13.3. We do not warrant that access to the Platform will be continuous, uninterrupted, timely, or error-free.

13.4. We make no representations about the accuracy, completeness, or reliability of any user-generated content or tokens.

13.5. We are not responsible for losses due to blockchain network issues, smart contract bugs, or third-party services.

14.1. The Scissors Entities are not responsible for any loss suffered by you or any third party, except where such loss arises solely and directly from our wilful misconduct or actual fraud.

14.2. We are not liable for:

• Losses from user-generated Digital Assets or their price movements
• Losses from the ATH tax mechanism working as designed
• Smart contract execution or blockchain network issues
• Third-party wallet providers or services
• Market volatility, price fluctuations, or trading losses
• Malware, phishing, or spoofing attacks on your devices
• Lost private keys or wallet access

14.3. Our total liability to you under any circumstance will not exceed the amount of fees you paid to us in the twelve (12) months preceding the claim.

15.1. You agree to indemnify and hold harmless the Scissors Entities from any claims, damages, losses, costs, and expenses arising from:

• Your access to or use of the Scissors Platform
• Your breach of these Terms
• Your violation of any applicable law
• Your violation of any third-party rights
• Any tokens you create or content you upload

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law provisions.

17.1. Binding Arbitration: Except for disputes where we seek injunctive relief related to intellectual property, all Disputes must be resolved by binding arbitration.

17.2. Informal Resolution: Before initiating arbitration, you must notify us in writing and engage in good faith informal resolution for at least thirty (30) days.

17.3. Arbitration Process: Arbitration will be conducted in Tortola, British Virgin Islands, under the BVI Arbitration Act 2013. A single arbitrator will be appointed. English shall be the language of arbitration.

17.4. No Class Actions: All Disputes must be brought individually. Class arbitrations, class actions, and representative actions are strictly prohibited.

17.5. These arbitration provisions survive the termination of these Terms.

18.1. We may make changes to these Terms at any time. Changes will be published on our website and your continued use of the Platform constitutes acceptance.

18.2. For material changes, we will update the "Last Updated" date and may notify users through the Platform or other means.

18.3. If you do not accept updated Terms, you must cease using the Platform.

19.1. These Terms constitute the entire agreement between you and Scissors regarding the Platform.

19.2. You may not assign your rights under these Terms. We may assign ours freely.

19.3. If any provision is found invalid, the remainder continues in effect.

19.4. Our failure to enforce any right does not waive future enforcement.

19.5. These Terms do not create any partnership, joint venture, or agency relationship.

19.6. We are not liable for delays due to Force Majeure events.

19.7. You are responsible for determining and paying all applicable taxes.

If you have questions, feedback, or complaints about these Terms or the Scissors Platform, you can contact us via:

• Twitter/X: @scissorsfun
• Telegram: @scissorsfunsupport

In these Terms, the following definitions apply:

• Applicable Law: All relevant laws, regulations, and legal requirements in any jurisdiction applicable to the use of the Scissors Platform.
• ATH (All-Time High): The highest price a token has reached on the bonding curve, tracked via virtual SOL reserves.
• ATH Tax: The 10% token tax applied when selling at or near the all-time high price.
• Bonding Curve: The automated market maker mechanism that determines token prices based on supply and demand.
• Digital Assets: Cryptocurrencies, tokens, and other digitally represented value on blockchain networks.
• Force Majeure Event: Unforeseeable circumstances preventing fulfillment of obligations (natural disasters, war, pandemics, etc.).
• Manifest Error: Obvious mistakes in data or calculations that are clear and indisputable.
• Scissors Entities: The companies and affiliates operating the Scissors Platform and Services.
• Scissors Platform: The scissors.fun website and associated interfaces.
• Scissors Services: Token creation, trading, and related services provided through the Platform.
• Treasury: The program-controlled account that holds tokens collected from ATH taxes.
• Treasury Reserve: Treasury-held tokens collected through the ATH tax mechanism.
• User-Generated Digital Asset: A token created by a user through the Scissors Platform.
• Wallet: The digital wallet you connect to access the Scissors Platform.