Terms of Service

1. Introduction

Welcome to The Candidate Protocol. These Terms of Service (“Terms”) constitute a legally binding agreement between you and The Candidate, LLC (“Company,” “we,” “us,” or “our”), a Puerto Rico limited liability company, governing your access to and use of The Candidate Protocol, including our website, smart contracts, and all related services (collectively, the “Services”).

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

2. Nature of $CANDI Token

2.1 Token Characteristics

$CANDI is a native Solana SPL token with a fixed supply of 1 billion tokens. The mint authority was revoked at creation, meaning no additional tokens can ever be minted. The freeze authority was never set. The Protocol does not mint, burn, or control the total supply of $CANDI. The Protocol can only:

• Custody tokens in program-controlled vaults
• Lock tokens into vesting contracts via Streamflow Finance
• Move tokens between vaults under defined rules
• Release vested tokens to beneficiaries

2.2 No Investment Purpose

$CANDI tokens are designed for use within The Candidate Protocol ecosystem. They are NOT designed or intended as an investment. We make no representations or warranties about future value, utility, or performance. You acknowledge that:

• Token value may fluctuate significantly or decline to zero
• Past performance does not indicate future results
• You are not purchasing tokens with the expectation of profit based on managerial efforts
• Any economic benefits depend entirely on market conditions and network adoption, not our efforts

2.3 Vesting Contracts

Vesting contracts purchased through the Protocol grant you the right to receive $CANDI tokens over a 5-year linear vesting schedule. These contracts are:

• Managed by Streamflow Finance, a third-party protocol
• Non-cancellable after creation
• Transferable to other verified users via the marketplace
• Subject to continuous linear vesting with no cliff period

3. Eligibility and KYC Requirements

3.1 General Eligibility

To use our Services, you must:

• Be at least 18 years old
• Have the legal capacity to enter into binding contracts
• Not be located in or a resident of a prohibited jurisdiction
• Not be on any sanctions list (OFAC, EU, UN, or other applicable lists)

3.2 KYC Verification

Certain activities require identity verification through the Solana Attestation Service (SAS) via our KYC provider (Sumsub). KYC is required for:

• Purchasing Phase 1 or Phase 2 vesting contracts
• Creating marketplace listings
• Purchasing contracts on the marketplace
• Withdrawing affiliate earnings
• Creating or accepting private transfers

KYC verification is a one-time process. Once verified, your attestation enables access to all Protocol features.

3.3 Prohibited Jurisdictions

Our Services are not available to residents of jurisdictions where they would be prohibited or restricted by law. You are responsible for ensuring your use of the Services complies with all applicable laws in your jurisdiction.

4. Protocol Mechanics

4.1 Phase 1 (Founders' Era)

Phase 1 offers 100,000 fixed vesting contracts across 250 pricing tiers (years 1776-2025). Each contract provides:

• 5,931 $CANDI tokens
• 5-year linear vesting
• Immediate vesting start (no cliff)
• Transferable ownership via Streamflow

Contracts are sold sequentially by tier. You cannot select specific tiers; the Protocol assigns the lowest available tier with remaining supply.

4.2 Phase 2 (CCV Era)

Phase 2 begins after Phase 1 sells out. Phase 2 contracts provide 5,000 $CANDI each at 50% discount to the 7-day TWAP (Time-Weighted Average Price). Phase 2 has no fixed supply cap.

4.3 Continuous Collateralized Vault (CCV)

50% of all Protocol revenue is allocated to the CCV, which executes automated USDC-to-$CANDI buybacks via Jupiter DCA. The CCV:

• Never sells tokens (accumulation only)
• Executes approximately 720 buys per day
• Operates transparently on-chain

4.4 Payment Currency

USDC ONLY. All transactions within the Protocol are conducted in USDC (USD Coin). We do not accept SOL, other cryptocurrencies, or fiat currency for purchases.

5. Marketplace Terms

5.1 Secondary Market

The marketplace enables secondary trading of vesting contracts after Phase 1 completes. Both buyers and sellers must have valid KYC verification.

5.2 Fees

• Marketplace Fee: 3% of sale price OR $10 minimum, whichever is greater
• Fee Split: 50% to CCV, 50% to Company
• Fee Payer: Seller (deducted from proceeds)

5.3 All Sales Final

ALL MARKETPLACE TRANSACTIONS ARE FINAL. NO REFUNDS. Transactions are atomic and on-chain. If a transaction succeeds, ownership has transferred. We are not an escrow service with dispute resolution capabilities.

5.4 Private Transfers

Private transfers enable direct sales or gifts between two parties:

• Gifts: Free (gas only)
• Private Sales: Same 3% fee (or $10 minimum) applies
• Both Parties: Must have valid KYC

5.5 Buyer Protection

Purchases include slippage protection. If the seller withdraws vested tokens before your transaction confirms and the remaining amount falls below your minimum, the transaction will revert and your funds will be returned.

6. Affiliate Program Terms

6.1 Commission

Affiliates earn 10% commission on referred purchases. This commission comes from the Company's share (CCV always receives 50%).

6.2 Withdrawal Requirements

To withdraw affiliate earnings, you must:

• Complete KYC verification (SAS attestation)
• Submit tax documentation (W-9 for US persons, W-8BEN for non-US)
• Have a minimum balance of $100 USDC
• Not have a frozen account

6.3 Forfeiture

Each earning has a 2-year forfeiture window from the date earned. If not withdrawn within 2 years, individual earnings forfeit and are distributed 50% to CCV, 50% to Company. Forfeiture clocks run independently for each earning.

6.4 Tax Reporting

US affiliates earning $600 or more per calendar year will receive a 1099-MISC form. You are responsible for reporting all earnings to appropriate tax authorities regardless of whether a form is issued.

6.5 No Secondary Market Commission

Affiliate commissions do NOT apply to marketplace sales. Affiliates are only compensated for primary contract purchases.

7. Prohibited Activities

You agree NOT to:

• Use the Services for any illegal purpose or in violation of any laws
• Provide false, inaccurate, or misleading information during KYC or tax form submission
• Attempt to circumvent KYC requirements using multiple accounts or identities
• Engage in market manipulation, wash trading, or other deceptive practices
• Use bots, scripts, or automated means to interact with the Services without authorization
• Interfere with or attempt to disrupt the Protocol or its smart contracts
• Infringe on the intellectual property rights of the Company or others
• Use the Services to launder money or finance illegal activities
• Access the Services from a prohibited jurisdiction or while subject to sanctions

8. Risk Acknowledgment

By using our Services, you acknowledge and accept the following risks:

• Smart Contract Risk: Bugs or vulnerabilities in Protocol smart contracts or integrated third-party protocols (Streamflow, Squads, Jupiter)
• Market Risk: $CANDI value may fluctuate significantly or decline to zero
• Liquidity Risk: Inability to buy or sell tokens at desired prices
• Oracle Risk: Incorrect or delayed price data affecting Phase 2 pricing
• Regulatory Risk: Changes in laws may affect the Protocol or your ability to use it
• Third-Party Risk: Failures in integrated protocols (Streamflow, Jupiter, Squads)
• Custody Risk: Loss of private keys results in permanent loss of funds

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
• WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE PAST 12 MONTHS
• WE ARE NOT LIABLE FOR LOSSES RESULTING FROM SMART CONTRACT BUGS, HACKS, OR EXPLOITS

10. Indemnification

You agree to indemnify, defend, and hold harmless The Candidate, LLC, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights

11. Governing Law and Dispute Resolution

11.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico, without regard to its conflict of law principles.

11.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in San Juan, Puerto Rico, conducted in English in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

11.3 Class Action Waiver

YOU AGREE TO RESOLVE ALL DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the “Last Updated” date and, where appropriate, through additional notice on our website. Your continued use of the Services after any modification constitutes your acceptance of the updated Terms.

13. Termination

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Upon termination:

• Your vesting contracts remain valid and governed by Streamflow
• You retain ownership of any tokens already vested and withdrawn to your wallet
• Unclaimed affiliate earnings remain subject to forfeiture rules
• These Terms survive to the extent necessary to enforce our rights

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with our Privacy Policy and Disclaimer, constitute the entire agreement between you and the Company regarding the Services.

14.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

14.4 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights without restriction.

15. Contact Us

If you have questions about these Terms, please contact us: