Terms of Service

1. Acceptance of these Terms

By accessing or using the Becoming Alpha website, platform, and services (the "Services"), you agree to these Terms of Service (the "Terms"), our Privacy Policy, and the policies referenced here, and you enter into a binding agreement with Becoming Alpha, Inc., a Delaware Public Benefit Corporation ("the Company," "Becoming Alpha," "we," "us," or "our"). If you do not agree, do not use the Services. If you use the Services for an organization, you represent that you are authorized to bind it. These Terms should be read with our Acceptable Use Policy, Content Moderation & Appeals Policy, Copyright/IP & DMCA Policy, ALPHA Token Terms, Risk Disclosure, and Privacy Policy. Electronic communications: you consent to receive communications and disclosures from us electronically, and agree they satisfy any requirement that they be in writing.

2. What Becoming Alpha Is — and Is Not

What we are. Becoming Alpha operates Launch Intelligence Infrastructure — a governed system that turns blockchain venture activity into structured, evidence-backed, decision-ready intelligence across the launch lifecycle. The platform includes role-based workspaces, an evidence and standards layer, the Alpha AI Engine, and the ALPHA utility rails. Within the platform, the Professional Services workspace operates as a marketplace where community members engage vetted professional service providers, settling in ALPHA (see Section 8).

What we are not. Becoming Alpha is not a bank or depository institution, not a secondary-trading securities or commodities exchange or alternative trading system (we do not operate an order book or match buyers and sellers of already-issued tokens), not an investment adviser, not a discretionary broker acting on your account, and not a custodian or wallet provider. We are non-custodial: we do not hold or control your private keys or your digital assets. We do not trade tokens for our own account on your behalf, and we do not provide financial, investment, legal, or tax advice. Where the platform enables participation in ventures' token events, the venture is the issuer of its own tokens and is responsible for its offering (see Section 9).

3. Regulatory Status and No Endorsement

The availability of the Services, the ALPHA token, or any venture or content on the platform does not imply that any regulator has approved, endorsed, reviewed, or licensed Becoming Alpha, ALPHA, any venture, or any service. We may in the future seek registrations or licenses and may modify or restrict the Services by jurisdiction to comply with law. Any due diligence, screening, or verification we perform does not constitute an endorsement, recommendation, or guarantee of the legality, compliance, soundness, or success of any venture, provider, or token.

4. Eligibility

To use the Services you must be at least 18 years old (or older where required by your jurisdiction) and have legal capacity to contract; the Services are not directed to anyone under 18. The Services are offered globally, subject to restricted jurisdictions: you may not use the Services if you are located in, resident in, or acting on behalf of any person in a jurisdiction subject to comprehensive sanctions or where your use would be unlawful, or if you are on any applicable sanctions list (including U.S. OFAC, the UN, the EU, or the UK). You must complete any required identity verification (KYC) and, for entities, business verification (KYB). We may restrict or refuse access as required by law or our policies. Eligibility, age, and jurisdictional requirements are applied as defined by the Company and screened in the verified onboarding flow.

5. Accounts and Security

Certain features require an account. You agree to provide accurate, current, and complete information and to keep it updated, and not to impersonate anyone or provide false information. You are responsible for safeguarding your credentials, your two-factor authentication, and — because the platform is non-custodial — your own wallets, private keys, and recovery phrases. If you lose access to your wallet or keys, we cannot recover your assets. Generally one account per user unless we agree otherwise; you may not sell, share, or transfer your account. Notify us promptly of any unauthorized use.

6. The ALPHA Token and Settlement

ALPHA is a utility token used for access, settlement, and incentives within the ecosystem. Full details are in the ALPHA Token Terms, which govern the token; this section summarizes platform use.

• Utility, not investment framing. ALPHA's function is utility. Any offering or sale of ALPHA is made only to eligible participants under applicable securities-law exemptions, on separate offering terms; nothing in the Services is an offer to sell, or a solicitation to buy, ALPHA or any security. Becoming Alpha conducts no direct public sale of ALPHA; where ALPHA becomes available to the public, it is through approved third-party venues, subject to eligibility, jurisdiction, and compliance.
• Primary and exclusive settlement medium. ALPHA is the primary and exclusive medium of settlement for payments on the platform. You may fund payments by connecting a supported crypto wallet or bank account; any funding currency is converted to ALPHA, and settlement occurs in ALPHA. Funding, conversion, and on-ramp services may be provided by third-party providers and are subject to their terms and to identity verification.
• Incentive Credits. Certain incentives are issued as Incentive Credits — non-transferable, in-platform credits matched 1:1 with ALPHA that settle in ALPHA, redeemable only within the platform and carrying no guaranteed value. See the ALPHA Token Terms.
• Pre-launch status. Token and bridge contracts are built and exercised on public test networks; testnet is not mainnet, and mainnet availability follows independent audit and production key governance. Availability and timing are plans, not promises.
• No advice; volatility; irreversibility. ALPHA is not legal tender, is not a deposit, and carries risk; digital-asset transactions can be volatile and are generally irreversible. See the Risk Disclosure.

7. Compliance and Verification (KYC / AML / KYB)

We operate identity verification (KYC), business verification (KYB), sanctions screening, and eligibility controls, and you agree to complete them accurately and to provide requested information. We may refuse, suspend, or terminate access, or withhold settlement, where verification is incomplete or where required by law. Details are in the KYC / AML & Sanctions policy. We are not liable for losses arising from lawful compliance measures (such as a hold during review).

8. Professional Services Marketplace — Rules and Responsibilities

The Professional Services workspace is a marketplace where community members ("clients") engage vetted professional service providers ("providers"), settling in ALPHA. The following apply to that marketplace:

• We are a venue, not a party. Engagements are directly between client and provider. Becoming Alpha is not a party to them, does not act as agent, employer, escrow, or broker, and does not take ownership of any service. We provide listings, discovery, credentials/reputation tooling, messaging, and settlement rails.
• No guarantee of performance or outcome. While providers are vetted, we do not guarantee any provider's performance, quality, qualifications, availability, or results, and vetting has limits. Clients are responsible for their own selection and diligence.
• Provider obligations. Providers must describe services accurately, hold necessary rights and qualifications, deliver as described, and comply with law. Do not list anything unlawful or that you lack the right to provide.
• Payment, disputes, and refunds. Payment settles in ALPHA as described in Section 6. Disputes are primarily between client and provider; where we offer dispute or resolution tools, using them does not make us a party. Refund eligibility is governed by the Refund & Return policy and the engagement's stated terms.
• Non-custodial. We do not hold engagement funds except as any settlement mechanism expressly provides; see the ALPHA Token Terms and the Refund policy.

9. Venture Participation

The platform enables eligible, verified investors to participate in ventures' primary token events — the pre-launch readiness, at-launch diligence, and post-launch accountability that Launch Intelligence Infrastructure provides, together with the evidence, standards, and rails to support participation. In every such event, the venture is the issuer of its own tokens and is solely responsible for its offering, disclosures, and legal and regulatory compliance; the sale of a venture's tokens is a securities offering made under the venture's own terms and applicable exemptions. Becoming Alpha does not operate a secondary-trading exchange, is not a custodian, and does not act as your investment adviser or discretionary broker. Participation is gated by eligibility and KYC/KYB and is subject to the venture's offering terms and the Risk Disclosure. Nothing here is an offer, solicitation, or investment advice.

10. Prohibited Activities

You agree not to: break the law or facilitate unlawful activity (including money laundering, terrorist financing, sanctions evasion, fraud, or securities violations); provide false identity or verification information; infringe intellectual property; post unlawful, harmful, deceptive, or abusive content; manipulate markets, evidence, incentives, or readiness signals, or attempt to game verification or incentive mechanics; interfere with, probe, or breach the security of the Services; scrape or extract data except as permitted; misuse the AI tools or attempt to obtain unauthorized outputs; or circumvent eligibility, geographic, or access controls. See the Acceptable Use Policy for detail. Violations may lead to suspension, termination, reversal of incentives, and legal action.

11. Ownership and Intellectual Property

The Services and their content — software, designs, text, graphics, logos, the Becoming Alpha and ALPHA marks, and the platform's smart-contract code except where open-sourced — are owned by or licensed to Becoming Alpha and protected by law. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose under these Terms. You may not copy, modify, distribute, create derivative works from, reverse engineer, or extract source from the Services except as the law requires or we permit in writing, and you may not use our marks without consent. Feedback you provide may be used without obligation. Copyright complaints are handled under the Copyright/IP & DMCA policy.

12. Suspension and Termination

You may stop using the Services at any time and request account closure. We may suspend, restrict, or terminate access, with or without notice, for: breach of these Terms or our policies; failed or incomplete verification; legal or regulatory requirement; security or fraud concerns; harmful conduct; or extended inactivity. On termination, your license ends and you must stop using the Services; provisions that by their nature survive (including Sections 6, 10, 11, 13–18) survive. We are not liable for consequences of a lawful suspension or termination; for data handling after closure, see the Privacy Policy.

13. Disclaimers of Warranties

The Services are provided "as is" and "as available." To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, secure, error-free, or that content, data, analytics, or AI outputs are accurate, complete, or current; blockchain networks, smart contracts, and third-party providers carry risks outside our control. You use the Services and rely on any information at your own risk. Nothing in these Terms excludes liability that cannot be excluded by law.

14. Limitation of Liability

To the maximum extent permitted by law, Becoming Alpha and its affiliates, and their directors, officers, employees, agents, and licensors, will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or digital assets, arising from or relating to the Services, even if advised of the possibility. Our total aggregate liability for all claims relating to the Services is limited to the greater of the amounts you paid us for the Services in the three months before the claim, or USD 100 (or its equivalent). Some jurisdictions do not allow certain limitations; there, the limitations apply to the maximum extent permitted.

15. Indemnification

You agree to indemnify and hold harmless Becoming Alpha and its affiliates from claims, losses, and expenses (including reasonable legal fees) arising from your use of the Services, your content, your breach of these Terms or law, or your engagements with other users.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, except where mandatory local consumer law applies. The Company is a Delaware Public Benefit Corporation; its internal affairs are governed by Delaware law. Dispute resolution is governed by Section 17.

17. Dispute Resolution — Arbitration, Class Waiver, and Opt-Out

Please read this section carefully; it affects how disputes are resolved.

• Informal resolution first. Before starting arbitration, you agree to send a written notice of dispute to legal@becomingalpha.world and to attempt informal resolution for 30 days.
• Binding individual arbitration. Except for the carve-outs below, disputes relating to these Terms or the Services will be resolved by final and binding individual arbitration administered by [AAA/JAMS] under its applicable (including consumer and mass-arbitration) rules, seated in Delaware or another mutually agreed U.S. venue, under the Federal Arbitration Act.
• Class-action and representative waiver. Disputes are brought only in an individual capacity, not as a class, collective, or representative action. If this waiver is held unenforceable as to a claim, that claim proceeds in court, not as class arbitration.
• Mass-arbitration procedures. Where many similar demands are filed, the administrator's batching/bellwether procedures apply to ensure fair, efficient resolution.
• Carve-outs. Either party may bring a claim in small-claims court, and either party may seek injunctive or equitable relief for intellectual-property or unauthorized-access matters in court.
• 30-day opt-out. You may opt out of this arbitration agreement by written notice within 30 days of first accepting these Terms, sent to the Company's Delaware registered office (Section 19); opting out does not affect your use of the Services.
• Local law (global users). Where mandatory local consumer-protection law makes pre-dispute binding arbitration or the class waiver unenforceable (including in parts of the EU and the UK), those provisions do not apply to the extent prohibited, and you retain your local statutory rights and courts.
• Securities offerings are separate. Disputes concerning any offering or sale of ALPHA or a venture's tokens are governed by the separate subscription/offering documents and their dispute-resolution terms, not by this Section.

18. Changes to These Terms

We may update these Terms through a governed process. We will post the updated Terms with a new effective date and, for material changes, provide reasonable notice (for example, by email or an in-platform notice). Changes take effect on the stated effective date; your continued use after that date constitutes acceptance where permitted by law. Material changes are recorded on our Updates page.

California users: Under California Civil Code Section 1789.3, California consumers may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19. Contact

Becoming Alpha, Inc., a Delaware Public Benefit Corporation. General enquiries: info@becomingalpha.world. Legal notices (including notices under Section 17): legal@becomingalpha.world, or by mail to the Company's Delaware registered office — Harvard Business Services, Inc., 16192 Coastal Highway, Lewes, DE 19958, Sussex County (registered agent, for legal notice and service of process only). For all channels, see the Contact page.