The Syndicate

Trium Labs, Inc.

Terms of Service

Last Updated: June 10, 2026

These Terms of Service (these “Terms” or this “Agreement”) are a contract between you and Trium Labs, Inc. (“The Syndicate,” “we,” “our,” or “us”) and govern your access or use of our website located at https://thesyndicate.games (the “Platform”), our Telegram bot (currently @syndicategamebot) (the “Bot”), and all related services, applications, software, products, and features offered by us from time to time, including the blockchain-based game commonly known as The Syndicate (together with the Platform and the Bot, 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.

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 22 carefully.

The Services are currently offered as an open public beta. The Services, including gameplay mechanics, in-game economy parameters, smart-contract functionality, and feature availability, may change, be interrupted, or be discontinued at any time, with or without notice. The Syndicate shall not be responsible for any costs, expenses, or other liabilities you may incur as a result of your use of the pre-release or beta versions of the Services.

1. Eligibility

1.1 Generally

If you are an individual accessing or using the Services, you represent and warrant that you: (a) are at least 18 years old; (b) are capable of forming a binding contract with us in the jurisdiction you reside in; (c) have the full right, power, and authority to agree to these Terms; (d) are not a Restricted User (defined below); and (e) are using the Services solely for your own benefit and not on behalf of, or for the benefit of, any third party. If you access or use the Services on behalf of a legal entity or organization, you also represent and warrant that you are authorized to agree to these Terms on behalf of that legal entity or organization and have the power and authority to bind the legal entity or organization to these Terms.

1.2 Restricted Users

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

  • 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;
  • 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;
  • 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
  • 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.

We reserve the right to enforce geo-blocking of the Services. You are prohibited from using any software or networking technique, including a virtual private network (“VPN”), to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any contravention that may result from the access of the Services through a VPN or any similar means.

1.3 Changes to Your Eligibility

You hereby represent and warrant to us 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. Accounts and Authentication

To access the Services, you must create a player account (a “Player Account”). Player Accounts are created and authenticated through one or more of the following methods, as we make them available from time to time: (a) a supported third-party identity provider (currently including Google and Apple) via the OAuth protocol; or (b) a magic-link or one-time-code sign-in flow, including through the Bot. Each Player Account is personal to a single individual. You agree not to share your Player Account credentials with, or permit your Player Account to be accessed or used by, any other person. You are responsible for all activity that occurs through your Player Account, including all transactions executed from any Digital Asset Wallet (defined below) provisioned for, or linked to, your Player Account.

We do not maintain user-selected passwords for Player Accounts. Authentication is delegated to your chosen third-party identity provider or to our magic-link or one-time-code flow. You are responsible for maintaining the security of the identity, email account, mobile device, and any other credential you use to access your Player Account, and for promptly notifying us if you suspect any unauthorized access.

A Player Account is keyed to a particular identity (for example, your Google account, your Apple ID, or the identity associated with your magic-link sign-in). Because a single individual may control multiple identities, it is technically possible to create more than one Player Account; however, we reserve the right, at our sole discretion and at any time, to suspend or terminate any alternative or duplicate Player Accounts where they are used to (a) evade prior enforcement action, (b) abuse the Referral Program or the in-game rewards or points program (including self-referral), (c) exploit the in-game economy, or (d) otherwise violate these Terms.

3. Digital Asset Wallets

To use certain functions of the Services, you must hold or be associated with a compatible software application or other mechanism that can hold, send, and receive cryptographic tokens compatible with the underlying blockchain network (a “Digital Asset Wallet”). When you first create a Player Account, the Services will provision an embedded Digital Asset Wallet for you through our wallet service provider, currently Privy Technologies, Inc. (“Privy”). You may also, where the Services permit, link a separate self-custodied Digital Asset Wallet that you bring yourself. Your relationship with Privy and with any other Digital Asset Wallet provider is governed by the terms and conditions of that provider’s agreement with you. By using a Digital Asset Wallet in connection with the Services, you agree to be bound by this Agreement. We reserve the right, in our sole discretion, to prohibit certain Digital Asset Wallets from being used in connection with the Services.

3.1 Non-Custodial

The Services are non-custodial. We do not, at any time, custody, possess, or control the virtual currency, cryptocurrency, stablecoins, non-fungible tokens, or other cryptographic tokens (collectively, “Digital Assets”), held in your Digital Asset Wallet. Privy uses a multi-party-computation key-management architecture pursuant to which we do not hold your private keys and do not have unilateral signing authority over your Digital Asset Wallet. As the owner of the Digital Assets stored by your 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.

3.2 Security

You are solely responsible for the custody of the cryptographic private keys, secret phrases, recovery codes, and other material associated with any Digital Asset Wallet you use or link to the Services, and for the security of the identity and devices through which you authenticate to that Digital Asset Wallet. You should never share your Digital Asset Wallet credentials, seed phrase, recovery code, or private keys 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.

3.3 Export and Transfer of Key Material

You may at any time, subject to the procedures of the Digital Asset Wallet provider, export your key material or transfer your Digital Assets from your embedded Digital Asset Wallet to any external Digital Asset Wallet of your choice. Once your Digital Assets leave the embedded Digital Asset Wallet, we have no visibility into or control over those Digital Assets and accept no responsibility for, or liability to you, in connection with any external Digital Asset Wallet.

4. The Services

The Syndicate is a blockchain-based game. The Platform and the Bot provide a web-based and messaging-based means to access and interact with the game and with certain software protocols and smart contracts that run on the Solana blockchain network (collectively, the “Protocol”). The Platform and the Bot are distinct from the Protocol. The Platform and the Bot are one but not the exclusive means of accessing or interacting with the Protocol. The Protocol itself is comprised of self-executing smart contracts deployed on Solana. You acknowledge and agree that we do not control the Solana blockchain or any other underlying blockchain network and do not have control over Digital Asset transactions that, once submitted, are processed by the Solana validator set.

4.1 Capo NFTs

The Services may allow you to purchase, hold, transact, and use playable game-character non-fungible tokens minted by us on Solana (“Capos”). Capos are sold through periodic seasonal drops at the price and on the other terms disclosed at the point of sale (each, a “Primary Mint”). Primary Mints are settled exclusively in USDC on Solana. Capos may be transferred to or held in a Digital Asset Wallet that supports the applicable token standard (currently including standard Solana non-fungible tokens and compressed non-fungible tokens (cNFTs)).

You agree that all sales to you of Capos in a Primary Mint are final. To the fullest extent permitted under applicable law, no refunds will be given, except in our sole and absolute discretion. Capos are not intended to be, and are not marketed as, investment instruments; their primary purpose is in-game utility as playable characters in The Syndicate.

Subject to your compliance with these Terms, we grant you a worldwide, non-exclusive, non-sublicensable, royalty-free, limited license to use, copy, and display the artwork associated with each Capo that you legitimately own (the “Capo Art”), solely for your own personal, non-commercial purposes, including for use as a playable character within the Services and for the limited purpose of marketing your sale or transfer of the underlying Capo. The foregoing license terminates immediately and automatically with respect to a given Capo upon any transfer, sale, or other disposition of that Capo. No rights are granted in or to the underlying source code, name, logo, name of any in-game faction, narrative content, or other intellectual property of The Syndicate or Trium Labs, Inc. beyond the limited license expressly set forth above.

4.2 Utility Period

Each Capo’s in-game utility is capped at forty (40) in-game seasons (approximately forty (40) weeks of real-time gameplay, representing in-game ages 25 through 65) (the “Utility Period”). After the Utility Period for a given Capo expires, the on-chain Capo remains owned by you and may continue to be held, transferred, or sold like any other on-chain non-fungible token; however, the Capo will no longer be usable as a playable character within the Services. You acknowledge and agree that the duration and other parameters of the Utility Period, and the in-game characteristics associated with any Capo, are features of the Services and may be modified by us in our sole discretion.

4.3 Season Pass and Power-Ups

From time to time, we may offer for sale the following non-Capo items: (a) a season pass that, on a per-season basis, unlocks additional gameplay features for the duration of the relevant in-game season (a “Season Pass”); (b) in-game power-ups, consumables, cosmetics, and other digital items used within the Services (“Power-Ups”); and (c) other in-game items and tools that we see fit. Season Passes and Power-Ups may be sold for fiat currency through our payment processor (currently Stripe, Inc. (“Stripe”)) or in USDC on Solana, as disclosed at the point of sale. The Season Pass is not a subscription and will not auto-renew; if you wish to access Season Pass features for any subsequent season, you must affirmatively re-purchase the Season Pass. Season Passes and Power-Ups are not Digital Assets, are not transferable, and are usable solely within the Services.

You agree that all sales of all digital items including Season Passes and Power-Ups are final. To the fullest extent permitted under applicable law, no refunds will be given, except in our sole and absolute discretion.

4.4 In-Game Tokens and Items

Through gameplay, the Services may award or allow you to earn or accumulate in-game tokens, in-game points, in-game currency (including without limitation in-game currency referred to as $RACKET), gear, and other in-game items (collectively, “In-Game Items”). In-Game Items are gameplay rewards and have no monetary value outside the Services. In-Game Items are not Digital Assets, are not redeemable for fiat currency, are not bank deposits, are not securities, and may be modified, adjusted, expired, forfeited, or reset by us at our sole discretion, including in connection with balancing of the in-game economy, anti-fraud or anti-abuse measures, or as part of seasonal or version transitions of the Services. You have no contractual or other right to any specific quantity or characteristic of In-Game Items.

5. Third Party Services and Waiver

The Services may include, without limitation, links to, integrations with, and reliance upon sites, technology, applications, products, services, materials, blockchain networks, or resources, provided or made available by third parties (collectively, “Third Party Services”). Third Party Services include without limitation: Privy (embedded wallet provisioning and key management); the Solana blockchain and Solana RPC providers; Tensor Foundation’s open-source marketplace contracts and software development kit (used to power the in-game secondary marketplace user interface); Stripe (fiat-currency payment processing); Google and Apple OAuth and Telegram (identity and access); Discord (community platform); and third-party fiat-to-crypto on-ramps that you may independently choose to use to fund your Digital Asset Wallet. Your access and use of any Third Party Service is subject to the terms and policies of the applicable Third Party Service provider. We do not control any Third Party Service.

5.1 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 as to your intellectual property rights, is between you and the provider of that 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 permission to a Third Party Service to access or connect to the Services, you acknowledge and agree 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.

5.2 Third Party NFT Platforms

The Services may aggregate, display, or enable interaction with non-fungible tokens, marketplace listings, or trading interfaces available on third-party platforms (including, without limitation, the in-game secondary marketplace user interface powered by Tensor Foundation’s open-source marketplace contracts and software development kit) (“Third Party NFT Platforms”). Third Party NFT Platforms are operated independently from us and are not associated with us. Trades effected through Third Party NFT Platforms are settled on-chain via open-source smart contracts to which we are not a counterparty, custodian, or escrow agent. We do not have control over the content, information, listings, prices, or other materials made available through, or transactions effected via, any Third Party NFT Platform. 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 its defined reporting procedures.

5.3 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 The Syndicate 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 statute 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.”

6. Rewards

In connection with the Services, we may offer or make available certain incentives, prizes, points, in-game tokens, In-Game Items, Capos, Digital Assets (including stablecoins such as USDC), or other rewards (collectively, “Rewards”), including without limitation through (a) our referral program, under which you may earn Rewards by referring other users to the Services on the criteria disclosed at the point of referral (the “Referral Program”), as further described in this Section 6, (b) our in-game rewards and points program, under which you may earn Rewards through gameplay achievements, activity, and progression, and (c) periodic prize-pool promotions or skill-based competitions. 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 rule presented in connection with the Reward.

6.1 Referral Program

Eligible users may participate in the Referral Program by sharing a unique referral link or code generated through the Services. To participate, you must maintain a Player Account in good standing. A referred user is attributed to the first referrer whose referral link or code is validly used by that referred user, as determined by our systems, and only one referrer may be attributed to any referred user. Attribution determinations made by our systems are final and binding.

Under the Referral Program, you may earn Rewards (“Referral Rewards”) calculated as a percentage of the Qualifying Spend (defined below) of each referred user attributed to you, at the rate, in the form, and on the other criteria disclosed at the point of referral or otherwise within the Services. Referral Rewards are currently paid in USDC to the embedded Digital Asset Wallet provisioned for your Player Account; however, we may change the rate, form, asset, network, or destination of payment of Referral Rewards at any time in our sole discretion. “Qualifying Spend” means amounts actually paid to us by a referred user for in-game purchases of any kind, including Primary Mints, Season Passes, Power-Ups, and any other items or features we offer for purchase within the Services, whether paid in fiat currency or Digital Assets, in each case net of any taxes, payment-processing fees, refunds, chargebacks, and reversed or canceled transactions. Qualifying Spend does not include peer-to-peer or secondary-market transactions (including transactions effected through Third Party NFT Platforms), gas or network fees, or any other amounts not actually received by us.

Referral Rewards are paid out programmatically to the referrer’s Digital Asset Wallet. We may delay, withhold, or condition payment of Referral Rewards pending verification, fraud review, or compliance checks, and we may require you to provide identifying information or tax documentation as a condition to the payment of Referral Rewards in our sole discretion.

If any portion of a referred user’s Qualifying Spend is refunded, charged back, reversed, or determined by us to be fraudulent or in violation of these Terms, we may recalculate the related Referral Rewards and deduct or set off the corresponding amount against accrued or future Referral Rewards, or require you to repay amounts already paid to you. Referral Rewards obtained through self-referral, alternative or duplicate Player Accounts, or any other abuse or circumvention of the Referral Program (as described in Section 9 (Prohibited Use and Representations)) are subject to forfeiture and claw-back, and we may suspend or terminate any Player Account involved in such conduct.

We may modify, suspend, or terminate the Referral Program, or change the rate or criteria for earning Referral Rewards, at any time in our sole discretion. Your participation in the Referral Program does not create any employment, agency, partnership, joint venture, or franchise relationship between you and us, and you are not authorized to make any representation, warranty, or commitment on our behalf. When promoting the Services or sharing your referral link or code, you must comply with applicable law, including marketing, anti-spam, and advertising-disclosure requirements (including any obligation to clearly disclose that you may receive compensation in connection with referrals). You are solely responsible for determining and satisfying any tax obligations that may arise from your receipt of Referral Rewards.

6.2 Disclaimer

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: (a) any particular Reward will be received; (b) Rewards will occur on a continuous basis; (c) Rewards will be on an uninterrupted or error-free basis; or (d) any particular Digital Asset, Capo, or In-Game Item will be available in connection with a Reward. We may, in our sole discretion and at any time, modify, suspend, discontinue, or cancel any Reward or program, change the criteria for earning Rewards, or expire, claw back, or forfeit unearned or unclaimed Rewards. 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 damage arising from or in connection with interruptions, errors, or defects in the Services associated with any Reward, third-party disruptions of, or unauthorized access to, the Services, and any suspension, discontinuance, or restriction of any Service or Reward. You are solely responsible for determining any tax obligations that may arise from your receipt of Rewards.

7. Risk Disclosures

You understand, accept, and agree to assume all of the various risks involved in using the Services and holding, transacting, and transferring Digital Assets, including all of the risks set forth below.

  • 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 Digital Asset terms, features, or risks may not be readily or fully understood due to such complexities.
  • Digital Assets will be irretrievably lost if sent to the wrong address. For instance, if the address is improperly formatted, contains an error, or is for a different type of Digital Asset.
  • 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.
  • Any Digital Asset, Capo, or the Services may be targeted by malicious persons or individuals who may attempt to disrupt the Services or steal Digital Assets. 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.
  • The public nature of the Internet means that parts of or the entire Internet may be unreliable or unavailable at any given time. Interruption, delay, corruption, or 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 may result in your transactions not being executed according to your instructions, at the requested time, or not at all. No technology is completely secure or safe.
  • Digital Assets, including non-fungible tokens such as Capos, 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, insider dealing, market 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 or marketplaces, public opinion, technical advancements, macroeconomic and political factors, and other factors outside of our control.
  • The value of certain Digital Assets, including non-fungible tokens such as Capos, is subjective. Non-fungible tokens are subject to volatility and fluctuations in their U.S. dollar equivalent price.
  • You should not assume that purchasing a Capo or any other non-fungible token gives you any rights beyond ownership of the underlying blockchain asset and the limited license set forth in these Terms. You acknowledge and agree that determining the authenticity of any non-fungible token is not our responsibility. You further understand that a non-fungible token’s purchase price may not reflect its true market value.
  • The in-game utility of a Capo is subject to the Utility Period and to gameplay parameters that we may modify in our sole discretion, including the duration of in-game seasons, the in-game economy, and the rules of play. The expiration of a Capo’s Utility Period does not affect your on-chain ownership of the Capo, but does end its playability within the Services.
  • Digital Assets, including Capos, held by a Digital Asset Wallet are not protected deposits and may not be protected by any deposit protection scheme. Thus, Digital Assets have a reduced level and type of protection compared to fiat and other asset classes or types.
  • 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.
  • 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.
  • Blockchain transactions, including 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 that its entries are immutable, which means, as a technical matter, they generally cannot be deleted or modified by anyone. You acknowledge and understand that smart contracts dictate how funds and ownership of Digital Assets are distributed.
  • 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.
  • 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.
  • 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.
  • You understand that smart contract transactions automatically execute and settle, and that 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.
  • Although the Services are currently designed with the intent that you retain access to your embedded Digital Asset Wallet at all times, your continued access to that wallet depends on the continued operation of Privy and the terms of its agreement with you. Continuity of access to Digital Assets held in an embedded Digital Asset Wallet is governed by your relationship with Privy and is outside our control.
  • Capos and other non-fungible tokens may be subject to creator royalties, secondary-marketplace fees, and Solana network fees, each of which is payable on transfer or trade and may change from time to time.

8. 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.

8.1 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, Capos, In-Game Items, 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.

8.2 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, Capos, or other features of the Services; or (b) made any representation to you regarding the legality of transacting in Digital Assets, Capos, 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. 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.

9. Prohibited Use and Representations

9.1 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.

  • Unlawful Activity. Activity which, in any way, would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the jurisdictions where we offer the Services, or which would involve proceeds of any unlawful activity; publish, distribute, or disseminate any unlawful material or information.
  • Abuse 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; transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; impersonate or attempt to impersonate us, 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; or incite, threaten, encourage, or promote hate, racial intolerance, or violent acts against others.
  • Fraud. Activity which operates to deceive or defraud, or attempt to deceive or defraud, us, any user, 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.
  • Game Integrity and In-Game Economy Abuse. Cheat, exploit, hack, or otherwise gain an unfair advantage in any part of the Services; use any robot, bot, scraper, spider, automation, scripting, or other automated process or means to access or interact with the Services; conduct or participate in any activity designed to exploit, manipulate, or distort the in-game economy, In-Game Items, or any Rewards or points program; create or operate alternative, duplicate, or shared Player Accounts in violation of these Terms; or engage in self-referral or any other circumvention of the Referral Program rules.
  • Abusive Activity. Cause the Services, the 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; 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; or use 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.
  • 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; use our intellectual property, name, or logo, including use of any “Trium Labs,” “The Syndicate,” or “Capo” trade or service mark, without our express written consent or in a manner that otherwise harms us or our brand; or take any action that implies an untrue endorsement by or affiliation with us.

9.2 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:

  • 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;
  • your interactions and transactions in connection with the Services, including without limitation Digital Asset transactions, will be in compliance with applicable law and regulation in your jurisdiction;
  • you have obtained sufficient information about the Services, Digital Assets, Capos, In-Game Items, Rewards, Digital Asset Wallets, the Platform, the Bot, the Protocol, and all other features or products directly related to or in connection with the Services to make informed decisions in regard to your use of the Services;
  • you will bear the full responsibility for any and all activity that occurs in connection with your use or access to the Services, including without limitation all transactions or interactions with Digital Assets, Capos, In-Game Items, or any other transaction or interaction on the Platform, the Bot, 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
  • you are the legal and rightful owner of, or otherwise authorized to use, all Digital Assets in any Digital Asset Wallet you use in connection with the Services.

10. 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.

10.1 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 in-game utility of Capos and the availability of In-Game Items may be impaired or lost and that we will have no liability for any such loss. 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.

10.2 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 access to the Platform, the Bot, and other components of the Services; (b) delete or deactivate your Player Account and all related information and/or materials associated with your Player Account, without liability to you; (c) cancel any open transaction or other use of the Services that is 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 forfeiture or claw-back of any unearned, unredeemed, or unawarded Rewards, In-Game Items, and other in-game balances; and/or (e) any and all amounts payable by you to us will immediately become due. Termination does not, on its own, affect your continued ability to access and transfer Digital Assets out of your embedded Digital Asset Wallet to an external Digital Asset Wallet of your choice, subject to the procedures of, and your separate agreement with, the wallet service provider.

11. Intellectual Property Rights

11.1 Our Materials

The Services and their entire contents, features, and functionality, including but not limited to all information, software, source code, compiled binaries, smart-contract code (other than open-source components we have elected to release), text, displays, images, video, audio, music, character designs, animations, narrative content, season plans, roadmap materials, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any third-party open-source software, are owned by us (“Our Materials”), our licensors, or other providers of such material and are protected by applicable United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

11.2 Limitations on Use

In connection with your use of the Services, you may use Our 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 or Our Materials, or use the Services or Our Materials in any service bureau environment; (b) modify or create derivative works of the Services or Our Materials, or any portion thereof, or any data or information received by you in connection therewith; (c) frame, display, or incorporate the Services or Our 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 Our Materials; (e) use the Services or Our Materials to design, develop, or create any competing product or service; or (f) otherwise use the Services or Our Materials for any commercial or noncommercial purpose other than their intended purposes determined at our sole discretion.

11.3 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, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your license to use the Capo Art associated with any Capo you legitimately own is as separately set forth in Section 4 (The Services).

11.4 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.

11.5 Trademarks

Our names, including “Trium Labs,” “The Syndicate,” “Capo,” and any and all related names, logos, product and/or service names, designs, and slogans, are trademarks of ours, our affiliates, or licensors, whether registered or unregistered. You agree not to use such marks without our prior express written permission.

11.6 Copyright Infringement

If you believe that any material on, made available through, or accessible via the Services infringes your copyright, you may submit a notice of claimed infringement under 17 U.S.C. § 512(c)(3) by emailing help@thesyndicate.games. Notices should include (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate it on the Services; (c) your contact information, including name, address, telephone number, and email address; (d) a statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (e) a statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Upon receipt of a notice that substantially complies with these requirements, we may remove or disable access to the allegedly infringing material, notify the user who posted the material, and, in appropriate circumstances, terminate the accounts of repeat infringers.

12. Services 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 educational purposes. Any 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 our offer to buy, sell, exchange, or otherwise transact Digital Assets, securities, or any other financial instrument. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user, or any person who may be informed of any of the contents of the Services, or by the actions or omissions of others interacting with the Services.

13. Interactions with Other Users

You are responsible for your interactions with other users. While we reserve the right to monitor interactions between users, including through the in-game chat functionality, the Bot, and our linked community channels (including our Discord server), 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.

13.1 Communication Software and User-Generated Content

The Services may include text-chat functionality (including, without limitation, player-to-player chat and channel chat within The Syndicate), profile fields (such as display names and bios), and links to or integrations with third-party community channels (such as Discord), through which you may post, transmit, share, or otherwise make available content (collectively, “User Content”). You are solely responsible for the User Content you provide. You agree not to post, transmit, share, or make available any User Content that is unlawful, infringing, defamatory, harassing, threatening, abusive, hateful, sexually explicit, violent, or otherwise objectionable, or that violates the rights of any third party or any applicable law. We have the right (but not the obligation) to monitor, moderate, remove, edit, or block any User Content and to suspend or terminate any Player Account in connection therewith, in our sole discretion.

You hereby grant us a worldwide, royalty-free, perpetual, irrevocable, sublicensable, non-exclusive license to host, store, use, display, reproduce, modify, adapt, publish, translate, distribute, and otherwise exploit the User Content (in whole or in part) in connection with the operation, provision, and promotion of the Services and our business. You represent and warrant that you have all rights necessary to grant the foregoing license and that the User Content does not infringe or violate any third-party rights or any applicable law.

14. Promotions

We may make available special offers, prize-pool promotions, skill-based competitions, or other promotional opportunities 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 any Digital Asset, Capo, or In-Game Item that is part of a promotion.

15. Feedback

Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services provided by you to The Syndicate (collectively, “Feedback”) are non-confidential. Trium Labs, Inc. 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 Trium Labs, Inc. 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.

16. Relationship of the Parties

The Syndicate is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. The Syndicate 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 The Syndicate 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 does not cause us or any user to owe fiduciary duties or liabilities to you or any third party. Further, you acknowledge and agree that 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 thereto.

17. Charges and Fees

17.1 Third Party Fees

You may incur fees or charges in connection with your use of any Third Party Service, including fees charged by your Digital Asset Wallet provider, our payment processor (currently Stripe), the operator of any third-party fiat-to-crypto on-ramp, or any third-party marketplace through which you transact. These fees are payable by you to the applicable third party in accordance with that third party’s terms and are not collected by, or paid to, us.

17.2 Our Charges and Fees

We may, in our sole discretion, set, modify, or waive fees, mint prices, or other charges in connection with the Services. All fees and prices are disclosed at the point of sale or otherwise made available through the Services. Except when required by law, fees are non-refundable.

17.3 Blockchain Fees

Any on-chain transaction you initiate in connection with the Services, including a Capo Primary Mint, a Capo transfer, a secondary trade, or any other on-chain action, will incur Solana network fees (commonly referred to as “gas”) payable to the Solana network for the validation and processing of the transaction. Solana network fees are not collected by, or paid to, us, and are subject to change in accordance with the rules of the Solana network.

18. Identity

We may, from time to time and in our sole discretion, request that you provide additional information about yourself, undertake identity, sanctions, or wallet-address screening, or take other steps that we deem necessary or advisable to comply with applicable law, including without limitation anti-money laundering, counter-terrorist financing, sanctions, tax, and consumer-protection laws. You agree to provide such information promptly and accurately upon our request. We may suspend, restrict, or terminate your access to all or any part of the Services pending the satisfactory completion of any such requested process, or where applicable law or any of our service providers (including Privy, Stripe, or any Solana RPC provider) require it.

19. Warranty Disclaimer

To the fullest extent provided by law, in no event will The Syndicate, 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, the Platform, the Bot, or Our Materials, and any product, service, or other item provided by or on behalf of The Syndicate 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 Services Content is at your sole risk. The Services, Our Materials, the Platform, the Bot, the Protocol, and any product, service, or other item provided by or on behalf of The Syndicate are provided on an “as is” and “as available” basis. To the fullest extent legally permissible, in no event will The Syndicate, 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 to the Services, Our Materials, or the Protocol, and any product, service, or other item provided by or on behalf of The Syndicate, whether express, implied, or statutory, including (without limitation) the warranties of merchantability, non-infringement, and fitness for a particular purpose. Neither The Syndicate, its affiliates, and service providers, nor 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, Our Materials, the Protocol, and/or any product, service, or other item provided by or on behalf of The Syndicate.

The Syndicate, 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, Our Materials, the Platform, the Bot, the Protocol, and any product, service, or other item provided by or on behalf of The Syndicate will be continuous, uninterrupted, timely, without delay, error-free, secure, or free from defects; (b) the information contained or presented on the Services, Our Materials, the Protocol, the Platform, or the Bot is accurate, reliable, complete, concise, current, or relevant; (c) the Services, Our Materials, the Platform, the Bot, and any product, service, or other item provided by or on behalf of The Syndicate 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, Our Materials, the Platform, the Bot, and any product, service, or other item provided by or on behalf of The Syndicate 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, Our Materials, the Platform, the Bot, or the Protocol, and any product, service, or other item provided by or on behalf of The Syndicate. 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, Our Materials, the Platform, the Bot, and any product, service, or other item provided by or on behalf of The Syndicate. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

20. Indemnification

You agree to defend, indemnify, and hold harmless The Syndicate, 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 the Services, including, but not limited to, your interactions with the Platform, the Bot, or the Protocol, and any other service, product, application, or features accessible on or through the Services; (c) your use of or reliance on the Services’ content, the Services, and/or services or products other than as expressly authorized in these Terms; (d) your use or reliance on 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; and/or (g) any third party’s access or use of the Services with or without your assistance, using any device, Player Account, profile, Digital Asset Wallet, or other mechanism that you own or control.

21. Limitation of Liability; Disclaimer of Damages

To the fullest extent provided by law, in no event will The Syndicate, 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, Our Materials, the Platform, the Bot, the Protocol, and/or any product, service, or other item provided by or on behalf of The Syndicate, 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 Bot, the Protocol, Our Materials, and any product, service, or other item provided by or on behalf of The Syndicate.

To the fullest extent provided by law, in no event will the collective liability of The Syndicate, and/or 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 The Syndicate for the applicable 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.

22. Dispute Resolution, Waiver of Class Action, and Mandatory Arbitration

22.1 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.

22.2 Informal Resolution

Before filing a claim against The Syndicate, you agree to try to resolve the Dispute by first emailing Help@thesyndicate.games with a description of your claim and proof of your relationship with The Syndicate. If we can’t resolve the Dispute within sixty (60) days of our receipt of your first email, you or The Syndicate may then submit the Dispute to binding arbitration as provided herein.

22.3 Arbitration Agreement

All Disputes between you and The Syndicate must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and The Syndicate 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”).

22.4 Conducting Arbitration

The arbitration shall be conducted by the International Chamber of Commerce (“ICC”) under its Rules of Arbitration (“ICC Rules”) then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed through the ICC’s website. 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.

22.5 Confidentiality

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

22.6 Arbitration Time for Filing

Any arbitration must be commenced by filing a demand for arbitration within one (1) 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.

22.7 Severability

If any portion of this Section 22 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 22. 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 22 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 22 shall remain in full force and effect.

22.8 Modification

Notwithstanding any term or provision in this Agreement to the contrary, you and The Syndicate agree that if The Syndicate makes any future material change to this Section 22, The Syndicate will notify you. Your continued use of the Services, including the acceptance of products and services offered on the Platform or the Bot, following the posting of changes to this Section 22 constitutes your acceptance of any such changes.

23. Governing Law

These Terms, and any Dispute arising out of or in connection with these Terms or the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

24. Amendments to This Agreement

We may amend or otherwise modify these Terms at any time, in our sole discretion. If we make material changes to these Terms, we will provide notice through the Services or by other means. The “Last Updated” date at the top of these Terms indicates when the most recent changes were made. Your continued access to or use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop accessing and using the Services.

25. Miscellaneous Terms

25.1 Assignment

These Terms, and any other document, material, or information referenced herein, are 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 our prior written consent. We reserve 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.

25.2 Term and Survival

This Agreement will remain in effect for as long as you access the Services. We reserve the right to change, suspend, discontinue, terminate, restrict, or disable your use of or access to parts or all of the Services or their functionality 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.

25.3 Nonwaiver of Rights

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

25.4 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.

25.5 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.

The Syndicate shall 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 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 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”).

25.6 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 The Syndicate is intended as, or considered or construed as, legal or tax advice.

25.7 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.

25.8 Privacy

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

25.9 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.

25.10 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 The Syndicate 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 The Syndicate.

25.11 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 them is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.

Terms of Service | The Syndicate