Terms and Conditions

Important Notice

These Terms and Conditions are intended to be broad, protective, and company-favorable to the maximum extent permitted by applicable law. They are not a substitute for review by qualified legal counsel. If you are deploying this document publicly, CHARLESPRO INTERNACIONAL CORP should have it reviewed and customized by counsel based on its actual jurisdiction, business model, licenses, customer base, products, fees, disclosures, privacy practices, and regulatory obligations.

By accessing or using any website, page, form, dashboard, communication, document, program material, market display, application, private access environment, investor desk, capital intelligence material, or related feature operated or made available by CHARLESPRO INTERNACIONAL CORP, you agree to be bound by these Terms. If you do not agree, you must not access, browse, use, submit information to, or rely on any Company Materials.

1. Definitions

For purposes of these Terms, the following definitions apply unless the context requires otherwise:

• “Company,” “we,” “us,” or “our” means CHARLESPRO INTERNACIONAL CORP, including its officers, directors, managers, employees, contractors, consultants, affiliates, successors, assigns, representatives, licensors, vendors, agents, and authorized service providers.
• “CharlesPRO,” “CharlesPRO International,” “CapitalPro,” “CharlesPRO AppWeb,” “Platform,” “Investor Desk,” or “Services” means any website, page, application, private portal, onboarding process, access desk, market display, materials, documents, dashboards, content, technology, analytics, capital intelligence framework, program description, form, communication, report, or related service made available by or on behalf of the Company.
• “User,” “you,” or “your” means any person or entity that accesses, views, uses, submits information to, communicates with, participates in, or attempts to access any Company Materials or Services.
• “Company Materials” means all text, graphics, logos, design, code, charts, program descriptions, market data displays, strategies, visuals, dashboards, documents, interfaces, branding, trademarks, trade names, software, databases, templates, workflows, reports, posts, emails, messages, and other materials made available by the Company.
• “Opportunity” means any potential transaction, program participation, capital coordination, digital asset interaction, financial framework, strategic relationship, or other business opportunity that may be described, discussed, reviewed, or evaluated through Company Materials.
• “Separate Agreement” means any written agreement, subscription agreement, service agreement, investor agreement, risk disclosure, onboarding document, private placement memorandum, purchase agreement, engagement letter, statement of work, order form, or other document separately executed by you and the Company.

2. Acceptance of These Terms

You accept these Terms by accessing the Services, browsing the website, clicking a button or checkbox indicating acceptance, submitting a form, creating or attempting to create an account, requesting information, communicating with the Company, participating in onboarding, viewing Company Materials, downloading documents, or otherwise using any part of the Services.

If you access the Services on behalf of an entity, you represent and warrant that you have legal authority to bind that entity to these Terms. In that case, “you” and “your” refer to both you individually and that entity. If you do not have such authority, you must not access or use the Services on behalf of that entity.

The Company may update these Terms at any time by posting a revised version or otherwise notifying you. The revised Terms become effective when posted, unless a later effective date is stated. Your continued use of the Services after changes are posted constitutes acceptance of the revised Terms. It is your responsibility to review these Terms periodically.

These Terms apply in addition to any Separate Agreement. If a Separate Agreement expressly conflicts with these Terms, the Separate Agreement controls solely with respect to the subject matter of that conflict and only for the parties to that Separate Agreement. All provisions not expressly modified by a Separate Agreement remain in full force.

3. Nature of the Services and Scope of Company Role

The Services may include access to informational materials, program summaries, strategic capital intelligence content, onboarding forms, communications, market data displays, status updates, documentation workflows, private access environments, digital asset ecosystem references, executive summaries, and related business development materials. The Company may also coordinate discussions, collect information, evaluate eligibility, provide administrative access, and facilitate communications regarding potential Opportunities.

Unless expressly stated in a Separate Agreement signed by an authorized officer of the Company, the Services are provided solely for informational, administrative, business development, educational, and preliminary evaluation purposes. Access to the Services does not create any partnership, joint venture, agency, brokerage relationship, fiduciary relationship, advisory relationship, investment management relationship, trust relationship, custodial relationship, or employer-employee relationship.

The Company reserves the unrestricted right, in its sole discretion, to modify, suspend, restrict, discontinue, withdraw, replace, rename, restructure, or terminate any Services, program description, feature, material, market display, Opportunity, private access environment, form, account, or communication at any time without liability.

The Company may reject any access request, onboarding request, program inquiry, account request, participation request, investment inquiry, or business inquiry for any reason or no reason, including risk, compliance, eligibility, reputational, legal, operational, strategic, commercial, or administrative concerns.

4. Eligibility, Authority and User Representations

You may use the Services only if you are at least the age of majority in your jurisdiction, have full legal capacity to enter into binding contracts, are not barred from using the Services under applicable law, and are not located in or ordinarily resident in a jurisdiction where use of the Services is prohibited, restricted, or would require the Company to obtain registration, licensing, authorization, or approval that the Company has not obtained.

By using the Services, you represent and warrant that:

• all information you provide is accurate, current, complete, not misleading, and belongs to you or is provided with valid authorization;
• you will promptly update information if it changes;
• you have reviewed all relevant risk disclosures and understand that any Opportunity may involve substantial risk;
• you will not rely on marketing content, summaries, preliminary descriptions, public website materials, third-party statements, or informal communications as a substitute for independent due diligence;
• you are not subject to sanctions, watchlists, legal restrictions, insolvency limitations, or other restrictions that would make your use of the Services unlawful or inappropriate;
• your funds, assets, wallets, accounts, and activities are not connected to illegal conduct, fraud, money laundering, terrorist financing, tax evasion, corruption, trafficking, ransomware, sanctions evasion, or prohibited activities;
• you will comply with all applicable laws, rules, regulations, tax obligations, reporting obligations, and contractual obligations in connection with your use of the Services.

The Company may require additional eligibility verification before providing access to certain materials, communications, features, Opportunities, or private environments. Eligibility may include identity verification, entity verification, source-of-funds review, accreditation status, sophistication, jurisdiction, investment experience, risk tolerance, regulatory status, sanctions screening, and other criteria determined by the Company.

5. Risk Disclosures

All business, financial, capital, technology, market, digital asset, strategic, liquidity, and program-related activities involve risk. You acknowledge and agree that no statement, projection, model, dashboard, chart, timeline, percentage, estimated horizon, case study, scenario, communication, or marketing material provided by the Company guarantees any result, approval, liquidity event, return, profit, distribution, repayment, monetization, access, program success, value preservation, tax outcome, regulatory outcome, or business outcome.

Without limiting the foregoing, risks may include market volatility, liquidity constraints, counterparty failure, technology failures, blockchain failures, smart contract vulnerabilities, wallet compromise, exchange failures, custody risks, regulatory changes, tax consequences, bank restrictions, compliance reviews, fraud by third parties, operational delays, cybersecurity incidents, valuation uncertainty, geopolitical events, economic downturns, data errors, project cancellation, and complete loss of capital.

Digital assets and blockchain-related activities may be highly volatile, experimental, irreversible, and subject to unique risks. Transactions may be final and non-refundable. Private keys, seed phrases, wallets, networks, bridges, exchanges, and smart contracts may fail, be compromised, or be used incorrectly. The Company is not responsible for losses arising from wallet errors, network fees, transaction delays, failed transactions, incompatible networks, wrong addresses, third-party exchange issues, private key loss, phishing, malware, or user error.

Market data, crypto prices, volumes, charts, indicators, and similar data are provided for convenience only and may be delayed, inaccurate, incomplete, unavailable, or derived from third-party sources. You must not rely on market displays as a basis for trading, investing, tax reporting, accounting, valuation, or financial decision-making.

You are solely responsible for evaluating risk, obtaining independent professional advice, and determining whether any Opportunity or Service is suitable for you. The Company does not guarantee that any Opportunity is suitable, lawful, profitable, available, or appropriate for any User.

6. No Investment, Legal, Tax, Accounting or Financial Advice

The Company does not provide investment advice, financial planning advice, legal advice, tax advice, accounting advice, brokerage services, investment management services, securities recommendations, commodities advice, banking advice, fiduciary services, trust services, custody services, or personalized suitability determinations through the public website or general Services.

Any materials referring to capital intelligence, financial frameworks, institutional coordination, digital assets, market data, program horizons, operating structures, strategic execution, liquidity, treasury visibility, reporting, or similar topics are informational and do not constitute a recommendation, solicitation, offer, promise, guarantee, or instruction to buy, sell, hold, exchange, invest, lend, borrow, transfer, pledge, stake, or otherwise participate in any asset, security, instrument, commodity, token, product, service, or Opportunity.

You should consult your own attorneys, accountants, tax advisors, financial advisors, compliance professionals, and other qualified advisors before making any decision. You acknowledge that the Company is not responsible for your independent decisions, reliance, conclusions, tax treatment, legal compliance, accounting treatment, or financial outcomes.

7. No Public Offering; Separate Documentation Controls

Nothing on the website or within general Company Materials constitutes an offer to sell, solicitation of an offer to buy, public offering, private placement, securities offering, investment contract, prospectus, advertisement for securities, or binding commitment. Any actual participation in an Opportunity, if available, will be subject to separate review, eligibility requirements, compliance approval, risk disclosures, and executed Separate Agreements.

Service descriptions, including references to CapitalPro, CharlesPRO AppWeb, capital access, smart portfolio tools, secure Web3 functionality, global strategy materials, investor desk access, market data, platform integration, operational horizons, or executive dashboards, are high-level descriptions only. They are not complete statements of terms, risks, fees, rights, obligations, restrictions, or legal consequences.

If you enter into a Separate Agreement, that Separate Agreement may contain additional restrictions, representations, warranties, covenants, lockups, confidentiality obligations, risk disclosures, transfer restrictions, limitations, compliance procedures, and dispute resolution provisions. You must read those documents carefully before signing.

8. Access Requests, Accounts, Verification and Security

Certain Services may require you to submit information, request access, complete onboarding, create an account, verify identity, verify entity information, provide documentation, provide wallet information, or communicate with the Company. The Company may approve, deny, suspend, limit, or revoke access in its sole discretion.

You are responsible for maintaining the confidentiality of credentials, devices, email accounts, phone numbers, wallets, private keys, access links, login sessions, authentication codes, and account activity. You must immediately notify the Company if you suspect unauthorized access, credential compromise, wallet compromise, device compromise, identity theft, or fraudulent activity.

The Company may use manual or automated methods to detect suspicious activity, fraud, abuse, sanctions risk, compliance risk, security threats, or violation of these Terms. The Company may delay, restrict, freeze, suspend, terminate, or refuse activity pending review. The Company is not liable for delays, restrictions, or loss of access resulting from compliance, security, fraud prevention, technical, or risk management actions.

You authorize the Company and its service providers to collect, verify, screen, retain, and process information you provide for onboarding, compliance, fraud prevention, risk management, communications, legal obligations, internal records, analytics, and service administration.

9. Fees, Payments, Expenses and Refund Policy

The Company may charge fees, administrative costs, onboarding fees, access fees, service fees, technology fees, document processing fees, subscription fees, transaction-related fees, or other amounts described in a Separate Agreement, invoice, order form, checkout page, written communication, or other applicable document.

Unless expressly stated in a signed Separate Agreement or required by applicable law, all fees and payments are non-refundable, earned when paid, and payable without setoff, chargeback, deduction, withholding, or counterclaim. The Company may refuse, suspend, or terminate access for nonpayment, failed payment, chargeback, disputed payment, suspected fraud, or payment source concerns.

You are responsible for all taxes, duties, bank fees, blockchain network fees, exchange fees, payment processor fees, currency conversion fees, wire fees, intermediary bank fees, gas fees, and third-party charges associated with your activity. The Company is not responsible for payment delays, blockchain congestion, wallet errors, chargebacks, processor holds, bank rejections, currency fluctuations, or third-party payment failures.

If a payment is reversed, disputed, charged back, clawed back, returned, deemed fraudulent, or subject to investigation, the Company may immediately suspend access, offset amounts, withhold deliverables, recover costs, charge administrative fees, and pursue any available legal remedies.

10. Prohibited Conduct

You agree not to, directly or indirectly:

• use the Services for any unlawful, fraudulent, deceptive, abusive, harmful, infringing, manipulative, or unauthorized purpose;
• provide false, incomplete, outdated, misleading, forged, or unauthorized information;
• impersonate any person or entity or misrepresent your authority, identity, eligibility, location, source of funds, or intent;
• interfere with, disrupt, overload, scrape, crawl, reverse engineer, copy, reproduce, modify, attack, test, bypass, or compromise the Services or Company systems;
• attempt to gain unauthorized access to accounts, portals, databases, source code, APIs, dashboards, documents, wallets, systems, networks, or non-public materials;
• use bots, scripts, automated tools, data mining, screen scraping, or extraction methods without prior written authorization;
• upload, send, or transmit viruses, malware, spyware, ransomware, worms, harmful code, or malicious payloads;
• use the Services to facilitate money laundering, terrorist financing, sanctions evasion, fraud, bribery, corruption, tax evasion, market manipulation, illegal gambling, trafficking, cybercrime, or other prohibited activity;
• resell, sublicense, commercialize, mirror, frame, or exploit Company Materials without written authorization;
• make false, defamatory, misleading, or unauthorized statements about the Company, its Services, its personnel, its affiliates, its partners, or any Opportunity;
• circumvent compliance, eligibility, geographic, technical, security, or access controls;
• use the Services in a manner that may expose the Company to legal, regulatory, reputational, operational, security, or financial risk.

The Company may investigate suspected violations and may cooperate with regulators, law enforcement, payment processors, financial institutions, blockchain analytics providers, cybersecurity providers, and other parties when the Company deems it appropriate.

11. Intellectual Property, Confidentiality and User Submissions

All Company Materials are owned by the Company or its licensors and are protected by intellectual property, trade secret, contract, and other laws. Except for a limited, revocable, non-exclusive, non-transferable license to access the Services for your internal, lawful, personal or business evaluation purposes, no rights are granted to you.

You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publish, transmit, reverse engineer, decompile, disassemble, frame, scrape, archive, sell, rent, lease, sublicense, or commercially exploit any Company Materials without prior written authorization.

Non-public information, documents, strategies, communications, pricing, structures, workflows, dashboards, technical materials, compliance materials, program details, and business information provided by or on behalf of the Company are confidential unless clearly marked public. You must protect confidential information with at least reasonable care and may not disclose it to third parties without written permission.

If you submit ideas, suggestions, comments, feedback, documents, business proposals, wallet addresses, content, data, or other materials to the Company, you grant the Company a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, copy, store, process, analyze, adapt, publish, display, distribute, and exploit such submissions for business, compliance, security, product, service, legal, and operational purposes, subject to applicable privacy law and any written confidentiality obligations expressly accepted by the Company.

12. Privacy, Data, Cookies and Communications

Your use of the Services may involve collection and processing of personal information, technical information, device information, account information, contact information, communication records, compliance information, wallet information, transaction information, and usage data. The Company may use such information to operate the Services, evaluate requests, communicate with you, perform onboarding, prevent fraud, comply with law, improve operations, and protect Company interests.

The Company may use cookies, local storage, analytics tools, security tools, device identifiers, logs, and similar technologies for necessary functionality, theme preferences, security, performance, analytics, fraud prevention, and compliance. Optional analytics or marketing technologies should be governed by applicable consent mechanisms where required by law.

By providing contact information, you authorize the Company and its representatives to contact you by email, phone, SMS, WhatsApp, messaging applications, postal mail, or other channels regarding your request, account, onboarding, documentation, marketing, security, compliance, support, and related matters. Standard carrier rates may apply. You may opt out of promotional communications where required by law, but the Company may continue to send transactional, legal, compliance, security, and administrative messages.

Internet, email, messaging, blockchain, and digital communications may be insecure, delayed, intercepted, altered, lost, or misdirected. You are responsible for ensuring that your contact information is accurate and secure. The Company is not responsible for unauthorized access to communications caused by your devices, accounts, networks, credentials, or service providers.

13. Third-Party Services, Links, Logos, Data and Integrations

The Services may reference, display, link to, integrate with, or rely on third-party websites, APIs, market data sources, wallets, exchanges, payment processors, financial institutions, blockchain networks, software libraries, hosting providers, analytics providers, app stores, social networks, communication services, compliance providers, and other third parties.

Third-party services are not controlled by the Company. The Company does not endorse, guarantee, control, or assume responsibility for any third-party service, logo, data, content, availability, security, accuracy, policies, fees, custody practices, solvency, legality, or performance. Your use of third-party services is at your own risk and subject to their separate terms and policies.

The Company may display third-party names or logos for descriptive, compatibility, ecosystem, or informational purposes. Such display does not imply partnership, sponsorship, endorsement, approval, affiliation, or authorization unless expressly stated in a signed agreement or official announcement.

14. Disclaimers of Warranties

To the maximum extent permitted by applicable law, the Services and Company Materials are provided “as is,” “as available,” and “with all faults,” without warranties of any kind, whether express, implied, statutory, or otherwise. The Company disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, reliability, security, timeliness, completeness, profitability, suitability, regulatory compliance, uninterrupted operation, and error-free performance.

The Company does not warrant that the Services will meet your requirements, achieve any intended result, be compatible with your systems, remain available, be uninterrupted, be secure, be accurate, be current, be free of harmful components, or be corrected if defects exist. The Company does not warrant that any Opportunity will be available, approved, lawful for you, profitable, successful, completed, monetized, liquid, or suitable.

No oral or written information, statement, marketing content, communication, support response, presentation, estimate, projection, or material provided by the Company creates any warranty unless expressly set forth in a signed Separate Agreement by an authorized officer of the Company.

15. Limitation of Liability

To the maximum extent permitted by applicable law, the Company and its officers, directors, managers, employees, contractors, consultants, affiliates, licensors, vendors, representatives, and agents will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, enhanced, reliance, expectation, loss-of-profit, loss-of-revenue, loss-of-business, loss-of-data, loss-of-goodwill, loss-of-use, market, trading, investment, tax, regulatory, reputational, or similar damages, whether based on contract, tort, negligence, strict liability, statute, warranty, misrepresentation, restitution, equity, or any other theory, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or relating to the Services, Company Materials, these Terms, communications, access requests, market data, digital assets, third-party services, or any related matter will not exceed the greater of: (a) the amount you actually paid directly to the Company for the specific Service giving rise to the claim during the three months preceding the event giving rise to liability; or (b) one hundred United States dollars (US $100).

The limitations in this section apply even if any remedy fails of its essential purpose and even if damages were foreseeable. Some jurisdictions do not allow certain limitations, so some limitations may not apply to you. In that case, liability is limited to the maximum extent permitted by law.

16. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its officers, directors, managers, employees, contractors, consultants, affiliates, licensors, vendors, representatives, and agents from and against all claims, demands, actions, investigations, proceedings, damages, liabilities, losses, penalties, fines, judgments, settlements, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your access to or use of the Services;
• your violation of these Terms or any Separate Agreement;
• your violation of law or third-party rights;
• information, documents, content, or submissions you provide;
• your negligence, fraud, willful misconduct, misrepresentation, or unauthorized activity;
• your tax, legal, accounting, investment, wallet, payment, or compliance decisions;
• your use of third-party services, wallets, exchanges, blockchain networks, financial institutions, or payment processors;
• your breach of confidentiality, intellectual property, security, or acceptable use obligations.

The Company may assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully. You may not settle any matter in a manner that imposes obligations or liability on the Company without prior written consent.

17. Suspension and Termination

The Company may suspend, restrict, or terminate your access to any Services at any time, with or without notice, if the Company believes that you violated these Terms, pose a risk, provided inaccurate information, failed verification, engaged in prohibited conduct, caused operational concerns, created compliance concerns, initiated chargebacks, violated law, or for any other reason determined by the Company in its discretion.

Upon termination, your right to access the Services immediately ceases. Sections concerning risk disclosures, no advice, intellectual property, confidentiality, payments, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and general provisions survive termination.

18. Dispute Resolution, Arbitration, Class Waiver and Governing Law

Good-Faith Resolution. Before initiating any formal claim, you agree to provide written notice to the Company at info@charlesprointernational.com describing the dispute in reasonable detail, your requested relief, and supporting documents. The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after the Company receives the notice.

Binding Arbitration. To the maximum extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, Company Materials, communications, transactions, access requests, or relationship between you and the Company will be resolved by binding arbitration on an individual basis, rather than in court, except that either party may seek equitable relief for misuse of intellectual property, confidential information, security breaches, unauthorized access, or violations of restrictive covenants.

Unless a Separate Agreement provides otherwise, arbitration will be administered by the American Arbitration Association under its applicable rules if the AAA accepts administration. If the AAA is unavailable, refuses administration, or determines that a clause or administrative requirement must be modified before administration, the Company may select JAMS or another neutral arbitration provider, or the parties may seek appointment of an arbitrator by a court of competent jurisdiction. The seat and venue of arbitration will be Florida, unless applicable consumer rules require otherwise.

Class Action and Representative Action Waiver. To the maximum extent permitted by law, you and the Company agree that each may bring claims only in an individual capacity and not as a plaintiff, claimant, class member, private attorney general, or representative in any class, collective, consolidated, mass, representative, or private attorney general proceeding. The arbitrator may not consolidate claims of multiple persons or preside over any form of class, collective, consolidated, or representative proceeding unless the Company expressly agrees in writing.

Jury Trial Waiver. To the maximum extent permitted by law, you and the Company knowingly and voluntarily waive any right to a trial by jury in any proceeding not subject to arbitration.

Governing Law. These Terms are governed by the laws of the State of Florida and applicable federal law, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the arbitration agreement where applicable. For claims not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Florida, unless applicable law requires otherwise.

Limitations Period. To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim arose, or it is permanently barred.

19. International Users, Export Controls and Restricted Jurisdictions

The Services may be operated from or directed to multiple jurisdictions. The Company makes no representation that the Services, Company Materials, or Opportunities are appropriate, available, legal, or permitted in your jurisdiction. You are solely responsible for compliance with local laws.

You may not use the Services if doing so would violate sanctions, export controls, anti-money laundering laws, securities laws, commodities laws, banking laws, digital asset laws, tax laws, data protection laws, or other applicable legal restrictions. The Company may restrict access from jurisdictions, users, IP addresses, wallets, entities, or activities that it deems risky or prohibited.

20. General Provisions

Force Majeure. The Company is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, internet failures, cyberattacks, labor disputes, war, terrorism, civil unrest, government actions, regulatory changes, sanctions, market disruptions, blockchain failures, exchange failures, banking restrictions, payment processor issues, utility failures, hosting failures, pandemics, natural disasters, or third-party failures.

Assignment. You may not assign or transfer these Terms or your rights without written consent. The Company may assign, transfer, delegate, or subcontract any rights or obligations at any time, including in connection with merger, acquisition, reorganization, financing, sale of assets, corporate restructuring, or service provider arrangements.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in effect.

No Waiver. Failure to enforce any provision is not a waiver. Any waiver must be in writing and signed by the Company.

Entire Agreement. These Terms, together with any applicable Separate Agreement and policies referenced by the Company, constitute the entire agreement regarding the Services and supersede prior or contemporaneous understandings on the same subject.

Headings. Headings are for convenience only and do not affect interpretation.

Language. These Terms are written in English. Any translation is provided for convenience only. In the event of conflict, the English version controls to the maximum extent permitted by law.

Contact. Questions, notices, or legal communications relating to these Terms may be sent to: info@charlesprointernational.com. The Company may require notices to be sent through additional methods for legal effectiveness.