Last Updated: May 11, 2025

These Terms of Service (these “Terms” or this “Agreement”) are a contract between you and CharmVerse, Inc. (“CharmVerse,” “we,” “our,” or “us”) and governs your access to or use of our website located at www.scoutgame.xyz (the “Platform”) and all related or connected services, products, software, apps, games, and features that we offer from time to time (collectively, the “Services”).

Your acceptance of these Terms occurs when you access or use the Services, or, if earlier, by clicking on an “I Agree” button or check box presented with these Terms. Upon taking any of the foregoing actions, you agree to be bound by this Agreement and any materials expressly incorporated herein. If you do not agree to these Terms, you may not download, access, use, or interact with the Services, and we do not grant, shall not grant and/or be deemed to grant to you, the license to access or use the Services and/or the Platform.

THESE TERMS INCLUDE A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, AS WELL AS A MANDATORY ARBITRATION CLAUSE THAT GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES YOUR RIGHT TO SUE IN COURT OR HAVE A TRIAL BY JURY. PLEASE READ SECTION 21 CAREFULLY.

1. Eligibility

1. Individuals

If you are an individual accessing or using the Services, you represent and warrant that you:

1. are at least 18 years old;
2. are capable of forming a binding contract with us in the jurisdiction you reside in;
3. have the full right, power, and authority to agree to these Terms;
4. are not a Restricted User (defined below); and
5. are using the Services solely for your own benefit and not on behalf or for the benefit of a third party.

2. Legal Entities

If you access or use the Services on behalf of a legal entity or organization then, in addition to the above representations and warranties for individuals, you represent and warrant that you:

1. are authorized to agree to these Terms on behalf of that legal entity or organization; and
2. have the power and authority to bind that legal entity or organization to these Terms.

3. Restricted Users

You represent and warrant to us that you are not a “Restricted User,” which is any individual, legal entity, or organization who/that is:

1. located in, under the control of, or a resident of any jurisdiction that is comprehensively sanctioned or embargoed by the United States, the United Nations, or the United Kingdom;
2. a resident, national, or agent of Cuba, certain sanctioned areas of Russia and Ukraine (including without limitation, Crimea, the so-called region of Donetsk, the so-called region of Luhansk, and the so-called region of Zaporizhzhia), Democratic People’s Republic of Korea (North Korea), Iran, and Syria;
3. a citizen, resident, located in, or organized in a jurisdiction where your access or use of the Services would be illegal or violate applicable law; or
4. subject to any export restriction, end-user restriction, anti-terrorism law, anti-money laundering law, economic sanction, financial sanction, or trade embargo imposed, administered, or enforced by the United States Department of Treasury’s Office of Foreign Asset Control, United States Department of State, United States Department of Commerce, United Nations Security Council, or any other applicable national, regional, provincial, state, municipal, or local law or regulation.

4. Changes to Your Eligibility

You hereby represent and warrant that you will notify us of any change in your circumstances which may affect your ability to meet the eligibility criteria or may result in a change to the Services available to you. If you no longer meet our eligibility criteria at any time (including because of a change to your circumstances or to our eligibility criteria), we may suspend or terminate your ability to access and/or use some or all of the Services.  

2. Digital Asset Wallets

To use certain functions of the Services, you must connect a compatible software application (or other mechanism) (“Digital Asset Wallet”). Your relationship with the provider of any Digital Asset Wallet you use in connection with the Services is governed by the terms and conditions of that provider’s agreement with you. By connecting a Digital Asset Wallet to the Platform, you agree to be bound by this Agreement. We reserve the right, in our sole discretion, to prohibit certain Digital Asset Wallet’s from connecting to the Platform or from interacting with any part of the Services.

4. Non-Custodial

The Services are non-custodial applications; we do not, at any time, custody, possess, or control the virtual currency, cryptocurrency, stablecoins, or other cryptographic tokens (collectively, “Digital Assets”) in your Digital Asset Wallet. As the owner of the Digital Assets stored by the Digital Asset Wallet, you acknowledge and agree that you bear all risk of loss regarding such Digital Assets and you will not hold us liable for Digital Asset fluctuations or other loss associated with any Digital Asset Wallet you use in connection with the Services.

5. Security

You are solely responsible for the custody of the cryptographic private keys associated with any Digital Asset Wallet you use or connect to the Services. You should never share your Digital Asset Wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Digital Asset Wallet. We make no representations or warranties regarding how any of the Services will interact or operate with any specific Digital Asset Wallet.

1. The Services

3. The Protocol

The Platform provides a web or mobile-based means to access software protocols that run on blockchain networks (the “Protocol”). The Protocol enables users to perform transactions with Digital Assets compatible with the underlying blockchain network. The Platform is distinct from the Protocol. The Platform is one but not the exclusive means of accessing the Protocol. The Protocol itself is comprised of open-source or source-available self-executing smart contracts. You acknowledge and agree that we do not control the Protocol and do not have control over Digital Asset transactions conducted on the Protocol.

4. Developer Cards

The Services may allow you to purchase, convert, transact, store, and/or use non-fungible tokens (“Developer Cards”) on the Platform. Developer Cards may be available to you if you are a resident in a country where the Services are made available. Developer Cards may only be used on the Platform and for the services that are made available to you.

YOU AGREE THAT ALL SALES TO YOU OF DEVELOPER CARDS ARE FINAL. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NO REFUNDS WILL BE GIVEN, EXCEPT IN OUR SOLE AND ABSOLUTE DISCRETION.

If you wish to use your Developer Cards to participate in the Services, you must have sufficient Developer Cards to cover the amount required for the transaction or portion of the Services you are using. Any attempted use of Developer Cards that exceeds your Developer Card balance will be rejected. You may receive Developer Cards by converting supported Digital Assets. We reserve the right to freeze or suspend your ability to use your Developer Cards on the Platform at our discretion if, without limitation: (a) we believe your transaction is fraudulent, illegal, suspicious, or invalid; (b) we believe you have breached or may breach any term or provision of this Agreement or any other agreement including a Third Party Service (defined below) agreement; and/or (c) we believe in our sole discretion there is a legitimate reason for taking such action.

Any and all Developer Cards that you convert, use, purchase, and/or transact, which may be transmitted to a Digital Asset Wallet address, are not stored or held in an electronic money account and does not qualify as a “deposit.” Developer Cards are not a representation of money or funds.

2. Third Party Services and Waiver

The Services may include, without limitation, links to sites, technology, applications, products, services, materials, or resources, provided or made available by, third parties (collectively, “Third Party Services”). Your access and use of any Third Party Service is subject to the terms and policies of the applicable Third Party Service provider including, without limitation, Farcaster and its terms and conditions currently located at www.farcaster.xyz.

5. Third Party Services

You acknowledge and agree that you are solely responsible for any and all costs and charges associated with your use of any Third Party Service. Our integration or inclusion of any Third Party Service does not imply endorsement or recommendation. You acknowledge and agree that we are not responsible for the availability, reliability, accuracy, or legitimacy of any Third Party Service (including any related websites, resources or links displayed therein). Any dispute you have with a Third Party Service provider including, without limitation, your intellectual property rights, is between you and the provider of such Third Party Service. We will not be responsible or liable for any damage or loss caused or alleged to be caused by, or in connection with, your use of, or reliance on, any Third Party Service.

If, to the extent we permit, you grant express permission to a Third Party Service to access or connect to the Services through such third party or the Platform, you acknowledge that granting permission to any third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for any act or omission of any third party. You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party with access to your Digital Asset Wallet, application, software, or other mechanism that you use to interact with the Services.

6. Third Party NFT Platforms

The Platform may aggregate and display the results of non-fungible tokens available on a third party platforms (“Third Party NFT Platforms”). These Third Party NFT Platforms are operated independently from us and are not associated with us. We do not have control over the content, information, or other materials contained within such Third Party NFT Platforms. If you believe that your copyrighted work is being displayed on a Third Party NFT Platform, has been copied in any way that you believe constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify the applicable Third Party NFT Platform of your infringement claim in accordance with their defined reporting procedures.

7. Waiver of Claims

To the maximum extent permitted by applicable law, you waive any and all claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, against Wasabi and its affiliates, and each of their respective officers, employees, agents, and successors arising out of or in any way related to any of the risks set forth herein. You also waive application of Section 1542 of the Civil Code of the State of California, or any similar stature or law of any other jurisdiction.  Section 1542 reads as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

3. Rewards

In connection with the Services, you may receive earn or receive incentives, prizes, points, or rewards that you may receive or earn (“Rewards”). Any Reward that we may offer or make available to eligible users, from time to time and at any time, is subject to these Terms and any other applicable term or provision directly related to or in connection with the Reward.

1. Consent

By accepting these Terms, you hereby unconditionally and irrevocably confirm that you understand and accept any and all risks directly related to or in connection with Rewards. We expressly disclaim all representations and warranties regarding any Reward including that any: (a) Reward will be received; (b) Reward will occur on a continuous basis; (c) Reward will be on an uninterrupted basis or error-free basis; and (d) any particular Digital Asset will be available in connection with the Reward. We have no liability for and expressly disclaim any and all loss, liability, or damage that you may incur directly, indirectly, or in connection with the Services, Rewards, or other features we provide including without limitation damage arising from or in connection with interruptions, errors, or defects in the applicable Services associated with the Reward, third party disruptions of or unauthorized access to the Services and suspension, discontinuance, and/or restriction of any Services and/or Rewards.

2. Slashing Penalties

Some or all of the aggregate amount of the Rewards or other amounts may be programmatically destroyed as a penalty imposed by the applicable underlying blockchain network (“Slashing Penalty”). We will not be responsible or liable for any monetary or equitable damage you incur including any legal or monetary arising directly or in connection with your access, use, or unauthorized access of the Services.

1. Risk Disclosures

You understand, accept, and agree to assume all of the various risks involved in interacting with the Platform, the Services, Digital Assets, Rewards, Developer Cards, and all other services, products, or features directly related to or in connection with this Agreement including all risks set forth below.

1. Digital Assets, the features, functions, characteristics, operations, use, and other properties and/or software, networks, protocols, systems, or other technology that Digital Assets interact with are complex; and the terms, features, or risks described herein are not a complete or exhaustive list of all such features, risks, or complexities and may not be readily or fully understood due to such complexities.
2. The value of certain Digital Assets including without limitation non-fungible tokens and Developer Cards (“NFTs”) is subjective. NFTs like other Digital Assets are subject to volatility and fluctuations in the NFT’s U.S. dollar equivalent price.
3. You should not assume that purchasing an NFT gives you any rights beyond ownership of the underlying blockchain asset. You acknowledge and agree that determining the authenticity of an NFT is not our responsibility. You further understand that the NFT’s purchase price may not reflect the NFT’s true market value.
4. You understand that we do not create, own, or operate cross-chain bridges and we do not make any representation or warranty about the safety or soundness of any cross-chain bridge.
5. Digital Assets will be irretrievably lost if sent to the wrong address. For instance, if the address is improperly formatted, contains an error, or for a different type of Digital Asset.
6. Blockchain networks and Digital Assets may be subject to forks or attacks on the security, integrity, and/or operation of the networks, including any network events. These events may affect features, functionality, operations, use, or properties of any Digital Asset or network and/or the value of any Digital Asset.
7. Any Digital Asset, NFT, or the Services may be targeted by malicious persons or individuals who may attempt to disrupt the Services or steal Digital Assets and/or NFTs. This includes but is not limited to malware, hacking, phishing, double spending, smurfing, spoofing, sybil attacks, social engineering, majority mining, mining attacks, distributed denial of service, and blockchain forks.
8. The public nature of the Internet means that parts or the Internet may be unreliable or unavailable at any given time. Interruption, delay, corruption, loss of data, the loss of confidentiality or privacy through the course of data transmission, or malware transmission may occur when transmitting data via the Internet or other technology. This can result in your transaction(s) not being executed according to your instructions, at the requested time, and/or not at all. No technology is completely secure or safe.
9. Digital Assets may decrease in value or lose all value, in a short period of time or permanently, due to various factors including, without limitation, government or regulatory activity, the discovery of wrongful or illegal conduct, market manipulation, price distortion, malicious wrongdoing or behaviors, changes to the Digital Asset’s nature or characteristics, suspension, or cessation of support for a Digital Asset by exchanges, public opinion, technical advancements, macroeconomic and political factors, and other factors outside of our control
10. Digital Assets or NFTs held by a Digital Asset Wallet are not protected deposits and may not be protected by any deposit protection scheme. Thus, Digital Assets and NFTs have a reduced level and type of protection compared to fiat and other asset classes or types.
11. The creation of the Protocol may be abandoned for reasons including without limitation, lack of interest, funding, incapacitation of key developers or project members, lack of commercial success or prospects, or Force Majeure Event (defined below). You understand that there are no assurances regarding any benefit to interacting with the Services, even if the project and/or the Protocol was partially or fully developed and launched.
12. The Services may undergo significant changes over time. We may also limit control over how other visitors and/or users can use the Services and what services are offered on or through the Platform. This could create the risk of the Services not meeting your expectations, for any number of reasons, including mistaken assumptions or analysis, a change in the design and/or implementation plans, or execution on or through the Services.
13. We currently rely on our service providers for certain aspects of our operations including cloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services, all of which are critical to our operations. Like most other online companies, because we rely on service providers, we face operational risk. Any interruption in the services provided by our service providers can impair our ability to provide the Services.
14. We do not directly manage the operation of the service providers we use including their data center facilities. Such third parties are vulnerable to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, Force Majeure Events, and other events.
15. Blockchain transactions like Digital Asset transactions rely on smart contracts stored on various blockchains, cryptographic tokens generated by smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks. Such technologies are experimental, speculative, inherently risky, and subject to change. A defining feature of blockchain technology is its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. You acknowledge and understand smart contracts dictate how funds and ownership of Digital Assets and NFTs are distributed.
16. You acknowledge and understand that you may be subject to scams and/or other types of fraud perpetrated by parties outside of our control. It is your responsibility to be aware of and protect against such misconduct. In the event that you are subject to such fraud, there is a risk of loss of your Digital Assets.
17. All blockchain transactions include data and, in some circumstances, personal data about you. Many blockchain technologies store transaction data publicly and permanently. When you use such public blockchain technology, you intentionally make your transaction data public and acknowledge that this data cannot be deleted, removed, or reversed due to the nature of blockchain technology.
18. We are subject to an extensive and rapidly evolving regulatory landscape, and any changes to any law or regulation could adversely impact our ability to offer the Services and/or your use or access to the Services. Such regulatory change may also impact your legal obligations with respect to your use of the Services.
19. You understand that smart contract transactions automatically execute and settle, and blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time.

7. Acknowledgements and Covenants

By accessing or using the Services, you acknowledge, agree, represent, and warrant, in each case as applicable, each of the items contained in this section.

8. Acknowledgement and Assumption of Risks

You represent and warrant that you have received a copy of, have carefully read, understand, accept, and agree to assume all of the risks involved with using, holding, trading, delivering, purchasing transacting, and/or transferring Digital Assets, Developer Cards, and access or use of the Services including without limitation, the risks specifically set forth in this Agreement. You agree that we will not be liable to you for any loss, damage, expense, or liability that is or may relate to any of the risks specifically set forth in this Agreement.  You represent and agree that you are able to bear any financial or other loss associated with or that may otherwise relate to your access or use of the Services.

9. Non-Reliance

You represent and warrant that you are not relying on (and will not at any time rely on) our communication (written or oral) as advice or as a recommendation to engage in any transaction or interaction involving the Services. You agree that we have not: (a) given any guarantee or representation as to the potential success, return, effect, or benefit (either legal, regulatory, tax, financial, accounting, or otherwise) of transacting in Digital Assets, Developer Cards, and/or using the Services; and (b) made any representation to you regarding the legality of transacting in Digital Assets, Developer Cards, or the Services under applicable law. In deciding to use the Services, you are not relying on advice or recommendations of ours, and you have made your own independent decision that using the Services is suitable and appropriate for you.

You acknowledge and agree that we do not provide investment advice and any content on the Services or other communication channel should not be considered as tailored investment advice. You must seek professional advice regarding your particular financial, legal, technical, and other conditions prior to commencing your use of the Services. You represent and warrant that you fully understand all risks associated with using the Services and you have the necessary experience, understanding, and risk tolerance for using the Services including the necessary experience and knowledge to enter into any use or transaction regarding the Services. You acknowledge and accept any and all risks regarding the Services and are responsible for conducting your own independent analysis of the risks specific to your access or use of the Services.

WE MAKE NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULNESS OF YOUR PARTICIPATION IN ANY GAME, PRODUCT, COMPETITION, APPLICATION, AND/OR SERVICE OFFERED BY A THIRD PARTY SERVICE PROVIDER OR USE OF THE SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATION OR WARRANTIES.

4. Prohibited Use and Representations

3. Prohibited Use

You may not use the Services to engage in the following categories of activity (each a “Prohibited Use”). The specific types of activities listed below are representative, but not exhaustive.

1. Unlawful Activity. Activity which, in any way, would violate, or assist in violation of, any law, statue, ordinance, or regulation, sanctions programs administered in the countries where we offer the Services, or which would involve proceeds of any unlawful activity; publish, distribute, or disseminate any unlawful material or information.
2. Abusive of Others. Interfere with another individual’s access to or use of the Services including but not limited to exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights of others; ask for personally identifiable information, or otherwise; transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate CharmVerse, an employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, similarly named or commonly misspelled URLs, or associated blockchain identities); engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services; incite, threaten, encourage, or promote hate, racial intolerance, or violent acts against others.
3. Fraud. Activity which operates to deceive or defraud, or attempt to deceive or defraud, us, any users or any other person, including without limitation providing any false, inaccurate, or misleading information whether directly through the Services or through an external means that affects the Services with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Services.
4. Abusive Activity. To cause the Services, the Platform underlying blockchain network(s) or technologies, or any other functionality with which the Services interact, to work other than as intended; damage our reputation, or impair any of our legal rights or interests; engage in any activity or behavior that violates any applicable laws concerning, or otherwise damages, the integrity of the Services or any other service or software which relies on the Services; use the Services in any manner that could disable, overburden, damage, impair, or interfere with the Services, including the ability to engage in real time activities through the Services; use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services or information in connection with the Services is stored, or any server, computer, or database connected to the Services, including any underlying blockchain; through the use of a VPN software or any other privacy or anonymization tools or techniques intended to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
5. Intellectual Property Infringement. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or regulation or that otherwise may be in conflict with these Terms; engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, software, or other licensed materials without the appropriate authorization from the rights holder; use of our intellectual property, name, or logo, including use of any CharmVerse or Scout Game trade or service mark, without our express consent or in a manner that otherwise harms us or our brand; any action that implies an untrue endorsement by or affiliation with us.

2. Representations and Warranties

In connection with or directly related to the Services, you agree and represent to us that you will not engage in any Prohibited Use. You further represent and warrant to us that:

1. you will abide by any and all applicable laws of the jurisdiction where you are located, all local, national, and international practices regarding Internet use, and all network agreements, rules, and procedures related to or in connection with the Services;
2. your interactions and transactions in connection with the Services including, without limitation, Digital Asset and Developer Card transactions will be in compliance with applicable law and regulation in your jurisdiction;
3. you have obtained sufficient information about the Services, Digital Assets, Developer Cards, NFTs, Rewards, Digital Asset Wallets, the Platform, the Protocol, and all other services, application, games, competitions, features, or products directly related to or in connection with the Services to make an informed decisions in regard to your use of the Services;
4. you will bear the full responsibility for any and all activities that occurs in connection with your use or access to the Services including without limitation transactions or interactions with Developer Cards or Digital Assets, any other transaction or interaction on the Platform or in connection with the Services, disclosing or publishing information, clicking to agree with various agreements, and uploading and submitting various documents or information; and
5. you are the legal and rightful owner of the Digital Assets in the Digital Asset Wallet, and any and all Digital Assets you use in connection with the Services.

9. Changes, Suspension, and Termination

We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any part of the Services. You acknowledge that our decision to take certain actions including limiting, suspending, or terminating your access to the Services, may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

4. No Liability

We will not be liable for any losses suffered by you resulting from any modification of the Services or from any suspension or termination of your access to all or a portion of the Services. You acknowledge that Digital Asset values may fluctuate during any period during which the Services have been suspended and agree that we will have no liability for any such fluctuations. You also acknowledge that in the event of permanent suspension or termination of the Services, the Digital Assets associated with your account may be lost and that we will have no liability for any such losses. You waive and hold us and our affiliates, licensees, and service providers harmless from any claims resulting from any action taken by us and/or any of the foregoing parties during, or taken as a consequence of, investigations by us, such parties, or law enforcement authorities. We have the right and sole discretion to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services.

5. Effect of Termination

In the event of the termination of your right to access or use any part or all of the Services, discontinuation of the Services, or other termination of your right to access any portion of the Services we may: (a) block your Digital Wallet Address from accessing the Services; (b) delete or deactivate your account and all related information and/or materials associated with your account without liability to you; (c) cancel any open transaction, or other use of the Services that are pending at the time of discontinuation or termination; (d) in the event that your access is terminated due to a Prohibited Use, you will be subject to immediate sanction, including without limitation subjecting to disgorgement and/or recoupment any and all Rewards and other representations of value including without limitation Digital Assets and/or other virtual goods (“Winnings”); (e) any Winnings that you may otherwise be entitled to receive shall be void and forfeited; and/or (f) any and all amounts payable by you to us will immediately become due.

5. Intellectual Property Rights

3.   CharmVerse Materials

The Services and its entire contents, features, and functionality including but not limited to all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any open source software, are owned by us (“CharmVerse Materials”), its licensors, or other providers of such material and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.   Limitations on Use

In connection with your use of the Services, you may use the CharmVerse Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to: (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services, CharmVerse Materials, or use the Services or CharmVerse Materials in any service bureau environment; (b) modify or create derivative works of the Services or CharmVerse Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Services or CharmVerse Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Services or CharmVerse Materials; (e) use the Services or CharmVerse Materials to design, develop, or create any competing product or service; (f) otherwise use the Services or CharmVerse Materials for any commercial or noncommercial purpose other than their intended purposes determined at our sole discretion; or (g) suggest, imply, or misrepresent any affiliation, connection, or partnership with, or endorsement by, CharmVerse.

5. Rights We Grant You

We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.

6.   Reservation of Rights

If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us. You may freely use any open-source materials up to the limits provided, but in accordance with any requirements placed, by those materials’ open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.

7. Trademarks

Our legal name, the terms “CharmVerse,” “Scout Game,” “Scout Games,” and any and all other related names, logos, product and/or service names, designs, and slogans are trademarks of CharmVerse, our affiliates, or licensors. You agree not to use such marks without our prior express written permission.

6. Platform Content

We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. Any material, content, or information posted to the Services should not be construed as an intention to form a contract, and in no case should any information be construed as an offer from CharmVerse to buy, sell, exchange, or otherwise transact with you using Digital Assets or Developer Cards. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services.

7. Interactions With Other Users

You are responsible for your interactions with other users. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, now or in the future, you agree to release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

We may make email, messaging, commenting, or chat functionality (collectively, “Communication Software”) available through the Services, either directly or through a third-party provider. CharmVerse is not responsible for communications made by you or other users via the Communication Software. You acknowledge and agree that your communications (excluding the secrecy of correspondence under applicable laws) made via the Communication Software are public and not private communications. You acknowledge and agree that personal information that you communicate via the Communication Software may be seen and used by others and may result in widespread distribution of such information. CharmVerse strongly encourages you not to disclose any personal information in your public communications via the Communication Software unless you wish such information to be made permanently available to the public.

8. Promotions

We may make available special offers or conduct promotions for qualifying users. We or a third party may, subject to applicable law, establish qualifying criteria to participate in any special promotion at our sole discretion. You agree that without limitation, we may revoke, modify or discontinue any such special offer at any time and for any reason without advance notice to you. We are under no obligation to make available special offers to all users. We make no recommendation and do not provide any advice about the value or utility of a Digital Asset, Developer Card, NFT, or other virtual or physical product, good, or service that is part of a promotion.

9. Feedback

Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services that you provide us with (collectively, “Feedback”) are non-confidential. CharmVerse will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to CharmVerse all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.

10. Relationship Of The Parties

CharmVerse is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. CharmVerse does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. We may provide educational material or information on the Platform, through the Services, social media account, or other channel of communication. No communication or information provided to you by CharmVerse is intended as, or shall be considered or construed as, advice. To the fullest extent permissible by law, you agree that your access or use of the Services causes CharmVerse or any user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree to the fullest extent such duties or liabilities are afforded by law or by equity, such duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we shall be held completely harmless in relation thereof.

11. Charges and Fees

3. Third Party Fees

You may be charged fees for your use or access to the Protocol through a third party interface. You are responsible for doing your own diligence on any third party interface to understand any applicable fee or charge that the third party interface provider may charge you. Under no circumstances will CharmVerse incur any liability, of any kind, to you arising from or relating to fees charged to you by your access or use to the Protocol via a third party interface or any Third Party Service.

4. Our Charges and Fees

We may, in our sole discretion and at any time, set or modify the fees for the Services. If we set or modify fees for the Services, the fee schedule may be available on the Platform. Except when required by law, fees are non-refundable.

5. Blockchain Fees

Blockchain transactions require the payment of transaction fees to the appropriate network’s nodes, miners, validators, or operators (“Blockchain Fees”). You will be solely responsible to pay the Blockchain Fees for any transaction that you initiate via the Services. Blockchain Fees are neither levied directly by CharmVerse nor paid to or shared with CharmVerse in any way, but rather are determined by your use of the Services and the rules placed by corresponding blockchain communities at large. You acknowledge and agree that CharmVerse has no control over Blockchain Fees (including without limitation their applicability, payment, amounts, transmission, intended operation, and effectiveness) whether related to your use of the Services or otherwise, and in no event will CharmVerse be responsible to you or any other party for the payment, repayment, refund, disbursement, indemnity, or for any other aspect of your use or transmission of Blockchain Fees.

12. Identity

You may be required to provide us with certain information and/or documentation directly or through a third party. You authorize us, directly and/or through a third party, to make inquires that we consider necessary to verify your identity, protect against the misuse of the Services, or any other reason in connection with the Services or related therewith.

You represent and warrant that all information you submit when you register for an account is accurate, current, true, and complete, and you will keep your account information accurate, current, and complete. You are responsible for keeping your account information up to date, including the information that allows you to receive any notices or alerts that we may send you. You are solely responsible for any and all activity that occurs on your account, whether authorized by you or not, and you must keep your account information secure. You will notify us immediately of any breach of security or unauthorized use of your account. You agree that we will have no liability or responsibility for any permanent or temporary inability you may have in connection with your interaction with the Services. You agree to indemnify us for any and all losses incurred as a result of your failure to provide complete, accurate, and up-to-date information at any point prior to, during, and following termination of your use of and access to the Services.

13. Warranty Disclaimer

CharmVerse has no oversight on or control over any particular Digital Asset or blockchain network. You are responsible for your use of the Services, the functionalities that you enable, transactions engaged on the Protocol through the Services, and access or use of the information derived thereof. You are also solely responsible for complying with all applicable laws related to transactions and activities that directly or indirectly incorporate our provision of the Services. You acknowledge and understand that we are not registered nor licensed with, nor have the Services or the software contained therein been reviewed by any securities, commodities, or other financial or banking regulator. You further acknowledge and understand that we cannot and do not guarantee or warrant that files available for download from the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for: (a) an appropriate blockchain based utility; (b) anti-virus protection and accuracy of data input and output; (c) your participation in and use of the Protocol and related technologies; and (d) maintaining a means external to our site to reconstruct any lost data.  

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NOT EVENT WILL CHARMVERSE, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, MAN-IN-THE-MIDDLE ATTACK, VIRUS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, PLATFORM, OR CHARMVERSE MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE THROUGH THE SERVICES, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICES AND ANY SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, DEVELOPER CARDS, THE PROTOCOL, AND ANY PRODUCT, SERVICE, FEATURE, REWARD, GAME, OR OTHER PRODUCT, SERVICE, ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE ARE PROVIDED ON AN “AS IS’’ AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, IN NOT EVENT WILL CHARMVERSE, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR, AND EXPLICITLY DISCLAIM, ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED THE SERVICES, CHARMVERSE MATERIALS, THE PROTOCOL, DEVELOPER CARDS, OR PLATFORM, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER CHARMVERSE, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE  SERVICES, CHARMVERSE MATERIALS, DEVELOPER CARDS, THE PROTOCOL, AND/OR ANY PRODUCT, SERVICE, GAME, FEATURE, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE.

CHARMVERSE, ITS AFFILIATES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, OR REPRESENTATIVES DO NOT REPRESENT OR WARRANT THAT: (A) ACCESS TO THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, THE PROTOCOL, AND ANY PRODUCT, SERVICE, GAME, FEATURE, OR ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, WITHOUT DELAY, ERROR-FREE, SECURE, OR FREE FROM DEFECTS; (B) THE INFORMATION CONTAINED OR PRESENTED ON THE SERVICES, CHARMVERSE MATERIALS, THE PROTOCOL, OR THE PLATFORM IS ACCURATE, RELIABLE, COMPLETE, CONCISE, CURRENT, OR RELEVANT; (C) THE SERVICES, CHARMVERSE MATERIALS, THE PROTOCOL, DEVELOPER CARDS, OR THE PLATFORM, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE OR ANY SOFTWARE CONTAINED THEREIN WILL BE FREE FROM DEFECTS, MALICIOUS SOFTWARE, ERRORS, OR ANY OTHER HARMFUL ELEMENTS, OR THAT ANY OF SUCH WILL BE CORRECTED; OR (D) THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, DEVELOPER CARDS, THE PROTOCOL, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE WILL MEET ANY USER’S EXPECTATIONS. NO INFORMATION OR STATEMENT THAT WE MAKE, INCLUDING DOCUMENTATION OR PRIVATE COMMUNICATION, SHOULD BE TREATED AS OFFERING ANY WARRANTY CONCERNING THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, DEVELOPER CARDS, OR THE PROTOCOL, AND ANY PRODUCT, SERVICE, REWARDS, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ANY CONTENT, ADVERTISEMENTS, OFFERS, STATEMENTS, OR ACTIONS BY ANY THIRD PARTY EITHER REGARDING THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, THE PROTOCOL, DEVELOPER CARDS, REWARDS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agrees to defend, indemnify, and hold harmless CharmVerse, its affiliates, licensors, and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms; (b) your use of Services, including, but not limited to, your interactions or transaction with or on the Platform or the Protocol, and any other service, product, application, game, competition, or feature accessible on or through the Services; (c) your use of or reliance on the Platform’s content, the Services, and/or services or products other than as expressly authorized in these Terms; (d) your use or reliance on of any information obtained from the Services; (e) your access or use of a Third Party Service; (f) engaging in any Prohibited Use, whether alone or in concert with others such as front-running; and/or (g) any third party’s access or use of the Services with or without your assistance, using any device, account, profile, Digital Asset Wallet, or other mechanism that you own or control.

15. Limitation Of Liability; Disclaimer Of Damages

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CHARMVERSE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE THE SERVICES, CHARMVERSE MATERIALS, THE PLATFORM, THE PROTOCOL, AND/OR ANY PRODUCT, SERVICE, GAME, COMPETITION, REWARD, DIGITAL ASSET, DEVELOPER CARD, NFT, OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIT, OR MANIPULATION), WHETHER OR NOT A USER, OR ANY FAILURE, EXPLOIT, OR  VULNERABILITY OF THE SERVICES, THE PLATFORM, THE PROTOCOL, CHARMVERSE MATERIALS, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CHARMVERSE.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CHARMVERSE, AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID DIRECTLY TO CHARMVERSE FOR THE SERVICES IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16. Dispute Resolution, Waiver Of Class Action, And Mandatory Arbitration

Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. This section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.

6. Waiver of Class Actions and Right to Jury Trial

To the extent permissible by law, any claim, controversy, or dispute arising out of or related to this Agreement, or any products or services provided in connection with the Services (each a “Dispute”) must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective action, or representative proceeding (collectively “Class Action Waiver”). The arbitrator may not consolidate more than one person’s claims or engage in any arbitration on behalf of a class. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury and the right to participate in a class action.

7. Informal Resolution 

Before filing a claim against CharmVerse, you agree to try to resolve the Dispute by first emailing hello@charmverse.io with a description of your claim and proof of your relationship with CharmVerse. If we can’t resolve the Dispute within sixty days of our receipt of your first email, you or CharmVerse may then submit the Dispute to binding arbitration as provided herein. 

8. Arbitration Agreement

All Disputes between you and CharmVerse must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and CharmVerse expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1, et. Seq. (“FAA”).

9. Conducting Arbitration

The arbitration shall be conducted by the International Chamber of Commerce (“ICC”) under its Commercial Arbitration Rules (“ICC Rules”) then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party’s right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent and administered in New York, New York, or another mutually agreeable location.

10. Confidentiality

CharmVerse, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration.

11. Arbitration Time for Filing

Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred.

12. Severability

If any portion of this section is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this section. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this section is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this section shall remain in full force and effect.

13. Modification

Notwithstanding any term or provision in this Agreement to the contrary, you and CharmVerse agree that if CharmVerse makes any future material change to this section, we will notify you. Your continued use of the Services including the acceptance of features and services offered following the posting of changes constitutes your acceptance of any such changes.

17. Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that CharmVerse may initiate a proceeding relating to the enforceability or validity of CharmVerse intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts located in the State of Delaware  will have exclusive jurisdiction. You waive any objection to venue in any such courts.

18. Amendments to this Agreement

We reserve the right to amend this Agreement, any other agreement or document incorporated or referenced in this Agreement, and any policy governing the use of the Services at any time and in our sole discretion. Any amendment will be effective immediately and you waive any right you may have to receive any specific notice of such amendment. Your continued use of the Services after posting of such amendment constitutes your agreement to be bound by all then-in-effect amendments to this Agreement, regardless of whether you have actually reviewed them.

19. Miscellaneous Terms

3. Assignment

These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received CharmVerse’s prior written consent. CharmVerse reserves the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.

4. Term and Survival

We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.

5. Nonwaiver of Rights

Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

6. Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

7. Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.

8. Force Majeure

You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks.

CharmVerse will not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control. Such instances include: (a) acts of God such as earth earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors; (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism; (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest; (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority; (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel; (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes; (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Services; (h) data breaches or data-processing failure or incomplete processing; and/or (i) changes in laws or regulations that may materially affect the Digital Assets and/or blockchain industries (collectively, “Force Majeure Events”).

9. Taxes

It is your sole responsibility to determine whether and to what extent any taxes apply to activity you conduct through the Services; and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. No communication or information provided to you by CharmVerse is intended as, or considered or construed as, legal or tax advice.

10. Notice

Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services.

11. Privacy

To understand how CharmVerse collects, uses, and shares information about you, please review our Privacy Policy.

12. Third Party Beneficiaries

Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.

13.  Entire Agreement

These Terms and every other term or provision applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and CharmVerse as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise specifically stated, these Terms govern and control any conflict between these Terms and any other agreement you may have with CharmVerse.  

14. Translation

These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.