CHRGE LLC Terms of Service

Last updated: Sep 26, 2023

These terms of service (“terms”) govern your access to and use of all the online products and services (collectively, the “services”) provided by CHRGE LLC (“CHRGE” or “we”), a Delaware entity with offices at 6800 Broken Sound Parkway NW, Suite 100, Boca Raton, FL 33487. Our products and services include, without limitation, our website available at chrgellc.xyz (“site”), our services to facilitate the purchase and transfer of certain non-fungible tokens (“NFT(s)”), and software provided with those services. 

CHRGE is not a broker, financial institution or creditor. CHRGE facilitates transactions of NFTs on behalf of users in connection with the purchase and sale of such NFTs. You specifically acknowledge and agree that, if you use the service to purchase an NFT, the platform or third-party originally offering such NFT (the “original offeror”) shall be an intended third-party beneficiary of this agreement with respect to any such purchase.  

Notwithstanding anything set forth herein or through the service, CHRGE makes no claims, representations, or warranties about the identity, legitimacy, or authenticity of NFTs that you may purchase through the service, or any claims made by any original offeror of such NFTs. Please see CHRGE’s Refund Policy for more details.

By clicking on any “Purchase” button, completing the account registration process, purchasing items through our services, and/or otherwise using our services, you agree to be bound by these terms and all of the terms incorporated herein by reference including the mandatory arbitration provision and class action waiver in section 16. Please read section 16 of these terms carefully, as it contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are agreeing to mandatory individual arbitration for the resolution of disputes and waiving your right to a jury trial on your claims. If you do not agree to these terms, you may not access or use any of our services.


CHRGE reserves the right to change or modify these terms at any time and in our sole discretion. If we make changes to these terms, we will provide notice of such changes, such as by sending an email notification, providing notice through our services or updating the “last updated” date at the beginning of these terms. By continuing to access or use the service at any point after such update, you confirm your acceptance of the revised terms and all of the terms incorporated therein by reference. We encourage you to review these terms frequently to ensure that you understand the terms and conditions that apply when you access or use our services. If you do not agree to the revised terms, you may not access or use our services.


If you have any questions about these terms or our services, please contact us at tos@chrgellc.xyz. 

By submitting data through our services, you expressly consent to the collection, use, and disclosure of your personal data in accordance with these terms and our privacy policy. For information about how we collect, use, share and otherwise process information about you, please see our privacy policy.

  1. General

    1. We reserve the right in our sole discretion to modify, suspend, or discontinue the service, or any features or parts thereof, whether temporarily or permanently, at any time with or without notice to you in our sole discretion. This agreement, and your access to and use of the service, shall be governed by and construed and enforced in accordance with the laws of Delaware, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of Delaware. Notwithstanding anything contained in this agreement, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law. Whenever the word “including” or any derivative thereof is used herein, it shall be construed as if followed by the phrase “without limitation.” if any term, clause or provision of this agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this agreement. Your relationship to CHRGE is that of an independent contractor, and neither party is an agent or partner of the other. This agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of CHRGE. CHRGE’s failure to assert any right or provision under this agreement shall not constitute a waiver of such right or provision. Except as otherwise provided herein, this agreement are intended solely for the benefit of CHRGE and you and are not intended to confer third party beneficiary rights upon any other person or entity.

  2. Our services

    1. Our services are a software application made available by CHRGE that allows users (as defined below) to (i) engage in transactions directly with CHRGE for the purchase of NFTs in exchange for fiat currency, in each case in accordance with the functionality of the service (each such transaction, a “transaction”)

  3. Eligibility

    1. You must be at least 18 years of age to use our services. If you are under 18 years of age (or the age of legal majority where you live), you may use our services only under the supervision of a parent or legal guardian who agrees to be bound by these terms. If you use our services on behalf of another person or entity, (a) all references to “you” throughout these terms will include that person or entity, (b) you represent that you are authorized to accept these terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these terms, the person or entity agrees to be responsible to us.

  4. User accounts

    1. Account creation

      1. To access the services or some of the resources it offers, you may be asked to provide certain registration details or other information, including your e-mail address and a valid payment method (such as a credit card). You agree to provide CHRGE with any information we reasonably request for purposes of identity verification and the detection of money laundering, fraud or other criminal activities. You also may need to complete certain verification procedures before you may be permitted to use the services. Upon CHRGE’s verification of the information you submit, including your payment method, you will be authorized to use the services to purchase NFTs offered for sale by CHRGE. It is a condition of your use of the services that all the information you provide is correct, current, and complete.

      2. If you are using the services to purchase an NFT from CHRGE you are not required to create an account and may instead conduct one-time transactions with CHRGE using a payment method accepted by CHRGE. However, if you are an NFT offeror and desire to use the services to offer an NFT, you need to create an account to access certain parts of the services. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of the user agreement.

    2. Independent investigation and non-reliance

      1. You are sophisticated, experienced and knowledgeable in the buying, selling or trading of NFTs, as applicable. Additionally, you have conducted an independent investigation of the service and the matters contemplated by this agreement, have formed your own independent judgment regarding the benefits and risks of and necessary and desirable practices regarding the foregoing, and, in making the determination to buy, sell or trade any NFTs using the service, you have relied solely on the results of such investigation and such independent judgment. Without limiting the generality of the foregoing, you understand, acknowledge and agree that the legal requirements pertaining to blockchain technologies and digital assets and digital goods generally, including the NFTs, are uncertain, and you have conducted an independent investigation of such potentially applicable legal requirements and the resulting risks and uncertainties, including the risk that one or more governmental entities or other persons may assert that any digital assets or cryptographic tokens (including the NFTs) may constitute securities under applicable legal requirements. You hereby irrevocably disclaim and disavow reliance upon any statements or representations made by or on behalf of, or information made available by, CHRGE, in determining to enter into this agreement or to buy, sell or trade any NFTs or otherwise use the service.

    3. Litigation

      1. There is no legal proceeding pending that relates to your activities relating to NFTs, other digital assets, or blockchain technology.

    4. Compliance

      1. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies, token trading activities or NFT purchase and/or sale. No investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to NFTs.

  5. KYC

    1. When you register for your account, you agree to provide CHRGE with any information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crime and permit us to keep a record of such information. CHRGE reserves the right to require you to provide additional information and documents as it believes reasonably necessary, including at the request of any competent authority or in order to assist CHRGE with complying with its obligations under applicable law, regulation, or policy, including laws related to anti-money laundering and the financing of terrorism. CHRGE may also require you to provide additional information and documents in cases where it has reason to believe that: (i) your account is being used for money laundering or for any other illegal activity; (ii) you have concealed or reported false identification information and other details; or (iii) transactions effected via your account were effected in breach of this agreement. In such cases, CHRGE, in its sole discretion, may pause or cancel your transactions until such requested additional information and documents have been reviewed by CHRGE and accepted as satisfying the requirements of applicable law, regulation, or policy. 

    2. If you do not provide complete and accurate information and documents in response to such a request, or CHRGE is otherwise unable to verify your identity, or we have actual indications of fraud or violation of applicable legislation or regulation from your side, CHRGE may, in its sole discretion: 

      1. Suspend your account temporarily while we investigate further

      2. Reverse or rescind any NFT purchase transaction that it reasonably suspects has been conducted in violation of applicable law, fraud or this agreement; 

      3. Refuse to provide any NFT, content, product, service and/or further access to the service to you; and/or 

      4. If no other remedy is available and you have not complied with our requests to verify your compliance with applicable legislation, terminate your account; 

    3. All without no compensation whatsoever for you. 

  6. Prohibited conduct

    1. You may use the services only for lawful purposes and in accordance with this user agreement. You agree not to use the services:

      1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the us or other countries).

      2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

      3. To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in this user agreement.

      4. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

      5. To impersonate or attempt to impersonate the company, a company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

      6. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the services, or which, as determined by us, may harm the company or users of the services or expose them to liability. 

      7. Use the services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the services, including their ability to engage in real time activities through the services.

      8. Use any robot, spider, or other automatic device, process, or means to access the services, including our website and platform, for any purpose, including monitoring or copying any of the material thereon.

      9. Use any manual process to monitor or copy any of the material on the services or for any other unauthorized purpose without our prior written consent.

      10. Use any device, software, or routine that interferes with the proper working of the services.

      11. Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

      12. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the services, the server on which the service is stored, or any server, computer, or database connected to the services.

      13. Copy, mirror or otherwise attempt to replicate or reproduce the services.

      14. Attack the services via a denial-of-service attack or a distributed denial-of-service attack.

      15. Otherwise attempt to interfere with the proper working of the services.

    2. You agree that you are solely responsible for your conduct while participating in the purchase or sale of NFTs or otherwise accessing or using the service. You agree that you will abide by this agreement and will not:

      1. Provide false or misleading information to CHRGE;

      2. Use or attempt to use another user’s account without authorization from such user and CHRGE;

      3. Pose as another person or create a misleading username;

      4. Circumvent or attempt to circumvent any limitations or restrictions placed on promotions offered by CHRGE; 

      5. Use the service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the service, or that could damage, disable, overburden or impair the functioning of the service in any manner;

      6. Develop, utilize, or disseminate any software, or interact with any api in any manner, that could damage, harm, or impair the service;

      7. Reverse engineer any aspect of the service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the service;

      8. Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the service that you are not authorized to access;

      9. Use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the service, extract data or otherwise interfere with or modify the rendering of service pages or functionality;

      10. Collect or harvest data from our service that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities;

      11. Use data collected from our service for any direct marketing activity (including without limitation, email marketing, sms marketing, telemarketing, and direct marketing);

      12. Bypass or ignore instructions that control all automated access to the service;

      13. Use the service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this agreement;

      14. Use the service to carry out any illegal activities in connection with or in any way related to your access to and use of the service, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the service;

      15. Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:

      16. Trading an NFT at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such NFT, unduly or improperly influencing the market price for such NFT or establishing a price which does not reflect the true state of the market in such NFT;

      17. For the purpose of creating or inducing a false or misleading appearance of activity in an NFT or creating or inducing a false or misleading appearance with respect to the market in an NFT: (a) executing or causing the execution of any transaction in an NFT which involves no material change in the beneficial ownership thereof; or (b) entering any order for the purchase or sale of an NFT with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such NFT, has been or will be entered by or for the same or different parties; or

      18. Participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of an NFT;

      19. Use the service to purchase, acquire, store, sell, or otherwise transfer any NFT that violates our NFT content policy;

      20. Use the service to carry out any financial activities subject to registration or licensing, including but not limited to using the service to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions; or

      21. Use the service to participate in or facilitate fundraising subject to regulation for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ico or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, defi yield bonuses, staking bonuses, and burn discounts.

      22. For the avoidance of doubt, you represent and warrant that the NFTs you purchase, sell or otherwise use through our the service are pure “utility” in nature, and bear no resemblance to a security as may currently be defined by law or regulation, in neither form nor function; specifically, the transactions to be performed through the service will not constitute an “investment contract”, and thus they would fail the “howey test” as set forth in sec v. W.j. Howey co, 328 u.s. 293 (1946) so that the NFTs are not considered securities under any circumstances.

  7. NFT purchasing

    1. Pricing

      1. All pricing and fees will be set forth at the time and point of sale. By using the service you agree to pay all applicable fees. CHRGE reserves the right to adjust its pricing and fees at any time. We will notify you of the pricing and fees which apply to your transaction when you authorize the transaction and in each receipt we issue to you. Our fee may include gas fees to process a transaction, which we will calculate in our discretion. We will notify you of the total amount of your purchase at or before the time you authorize the transaction. You are responsible for paying any additional fees charged by your financial services provider. In the event that we receive a payment in an amount less than the total due for the relevant transaction, we will reject the order, notify you of the reason for the rejection, and (except where otherwise required to comply with applicable law) return the payment less our processing costs. You may be responsible for additional transaction fees, including gas fees, in connection with your transaction.

    2. Payment

      1. When a transaction is initiated through your account, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible. While we endeavor to assist with unauthorized or erroneous transactions, we cannot guarantee that we will be able to reverse or correct any transaction once it has been initiated.

      2. You cannot cancel, reverse or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds or if you reverse a payment made from funds in your bank account, you authorize CHRGE, in its sole discretion, to either cancel the transaction or to debit your any of your other payment methods in any amount necessary to complete the transaction on its original terms. You agree to make any such payment upon chrge’s request. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, non-sufficient funds (nsf) or similar fees charged by your financial services provider. We reserve the right to refuse to process or to cancel or reverse any transaction in our sole discretion, even after funds have been debited from your payment method(s), if we suspect the transaction violates this agreement. In such instances, CHRGE will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or under the same terms as the cancelled transaction.

      3. CHRGE may use a third-party payment processor to process any payment you make to CHRGE. CHRGE may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions. Whether a particular currency or cryptocurrency is accepted as a payment method by CHRGE is in chrge’s sole discretion and subject to change at any time. 

      4. CHRGE may from time to time make available certain conditional offers, promotional prices, or discounted fees (each, a “promotion”) to new or existing users of the service. The rules governing such promotion will be made available in connection with such promotion. CHRGE will determine your eligibility for any promotion in its sole discretion and may change the terms of or terminate a promotion at any time, with or without notice to you.

    3. Risk acknowledgement

      1. You acknowledge and agree that digital assets are volatile and risky, and their trading is affected by many factors outside our or your control. You acknowledge and agree that you purchase NFTs at your own risk. As with any asset, the value of non-fungible tokens can go up or down and there can be a substantial risk that you lose money buying, selling or holding non-fungible tokens. You should carefully consider whether trading or holding non-fungible tokens is suitable for you in light of your financial condition. We make no promise that any NFT you purchase will be worth anything. You acknowledge and agree that there are risks associated with purchasing and holding NFTs and using blockchain technology, including but not limited to, risk of losing access to non-fungible tokens due to loss of private key(s), custodial error or purchase error, risk of mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable regulatory intervention in one or more jurisdictions, risks related to token taxation, risk of personal information disclosure, risk of uninsured losses, unanticipated risks, and volatility risks.

      2. You are solely responsible for any transactions, and for all fees that you may incur as a result of your acquisition or sales of digital assets. Although we try to offer lower fees through our services, we cannot control the timing of every transaction, and you acknowledge that the time of a transaction can affect the value of the asset or the fees associated with a transaction or both.

      3. CHRGE has no control over and is not responsible for any activity conducted by you or other parties (including the NFT offeror) on NFT platforms. You acknowledge and agree that you are solely responsible and liable for your use of any NFT platform, and all of your related acts or omissions, and that your use of an NFT platform is subject to such NFT platform's terms of service and applicable law. You agree that CHRGE shall not be a party to or have any responsibility or liability arising out of any disputes between you and an NFT platform, including related to any NFT or any intellectual property rights associated therewith.

      4. CHRGE makes no representations or warranties, express or implied, written or oral, made by or on behalf or in connection with any NFTs purchased through any NFT platform, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security suitability or fitness for any particular purpose, workmanship or technical quality of any NFT. You are solely responsible for verifying the rights (including any perks and other utility) and authenticity of any NFT you purchase, including any claims made by or on an NFT platform, as well as any transfer of rights, such as rights to sell, rights to use artwork, interest in copyrights, licenses, and any other intellectual property rights applicable to any NFT purchased through the services. Where CHRGE is the merchant of record with respect to your purchase of an NFT, CHRGE’s obligation to you is solely limited to the delivery to you of the NFT.  You acknowledge and agree that CHRGE is not responsible for:  a)delivering any functionality (including but not limited to utility and perks) offered or purported to be offered on or through any such NFTs you purchase; and b) that CHRGE is not responsible for any intellectual property rights associated with any such NFTs.  You further agree to hold CHRGE harmless and agree that you have no recourse against CHRGE related to any functionality or rights described in subparts a) and b) of the preceding sentence. Any perks or utility related to an NFT are not provided by CHRGE, and you are responsible for verifying any perks or utility related to an NFT. To the fullest extent permitted by law, CHRGE disclaims all warranties and liabilities with respect to any NFT purchased through the services and shall have no liability to you, should any NFT you purchase fail to deliver any functionality, perks, utility, or other characteristics, including intellectual property rights, promised by the Original Offeror. Please see CHRGE’s Refund Policy for more details.

      5. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

  8. Intellectual property

    1. The company reserves all rights in and to the services and all intellectual property therein and thereto, including the look and feel, trade dress, trademarks, images, content and copy on or available through the services. “CHRGE” And all associated logos, trademarks or other identifiers displayed within the services are the sole property of the company or its licensors. You acknowledge that, as between you and CHRGE, all rights, title and interest, including all copyright, trademark, patent, trade secret and other intellectual property or proprietary rights, related to the services (including all modifications, improvements, upgrades, and derivative works thereof) belong exclusively to CHRGE.

  9. Third party content; services; terms

    1. Any website that is accessible via link embedded in the services that redirects you from the site or platform are provided for your convenience only. You acknowledge that such other websites and their content are not within chrge’s control. All such websites are subject to the terms, conditions, policies, and procedures of the owners of such websites and not this user agreement. Accordingly, CHRGE hereby expressly disclaims and shall not have any liability or responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on any such websites accessible through links on the services. We encourage you to read the applicable terms and conditions pertaining to your use of such third party websites to understand your rights and obligations.

    2. You acknowledge and agree that third parties may embed a portion of our services in their checkout flow, so that you can make NFT purchases using our technology. You agree that we are not responsible for the manner in which our technology is embedded or used by these third parties, and even though they use a portion of our services, you hereby hold us harmless from and against any and all claims or losses arising from such use.

  10. Violations of terms

    1. If CHRGE becomes aware of any possible violations by you of this agreement, CHRGE reserves the right to investigate such violations. If, as a result of the investigation, CHRGE believes that any illicit or otherwise criminal activity may have occurred, CHRGE reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. CHRGE is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the service, including content, in chrge’s possession in connection with your use of the service, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this agreement, (iii) respond to any claims that content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of CHRGE, its users, or the public, and all law enforcement or other government officials, as CHRGE in its sole discretion believes to be necessary or appropriate. By agreeing to this agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning your use of the service, including without limitation text, voice, or video communications.

    2. In addition to the above, if pursuant to this investigation, CHRGE has reasonable evidence to support that you have violated this agreement and/or you have engaged in any illicit or otherwise criminal activity, CHRGE may, in its sole discretion: 

      1. Suspend your account;

      2. Reverse or rescind any NFT purchase or transaction that it reasonably suspects has been conducted in violation of applicable law, fraud or this agreement; 

      3. Refuse to provide any NFT, content, product, service and/or further access to the service to you; 

      4. Withhold any amount that may be due by CHRGE to you for any pending transaction; and/or 

      5. If no other remedy is available and you have not complied, to our satisfaction, with our requests to verify your compliance with applicable legislation, terminate your account; 

    3. All of the actions set forth in Section 10(b) above may be taken by CHRGE with no compensation whatsoever for you, and without prejudice to additional indemnities and damage claims that may be applicable pursuant to this agreement or applicable legislation.

    4. Additionally, CHRGE will also be entitled to confiscate and repossess any NFT(s) that have been minted through transactions where a refund has been successfully processed in favor of the user or where, after the corresponding dispute proceeding has finalized, it has been deemed that such NFT is the property of CHRGE or (for whatever reason, such as being the result of an erroneous transaction) there is no ownership title whatsoever.  

    5. If you are the Original Offeror of an NFT, you agree that, if a refund has been successfully processed in favor of the user with respect to any such NFT, CHRGE has an unqualified right to receive from you any monies paid to you by CHRGE for any such NFT and that you will revert this payment immediately upon demand by CHRGE. 

  11. Indemnification

    1. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless CHRGE and the CHRGE entities from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to this agreement or your use of the service, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the service, content or NFTs, including, without limitation, any act or omission involving any third party in connection with the purchase, storage, or withdrawal of any NFTs hereunder; (b) any feedback you provide; (c) your violation of this agreement; (d) your violation of the rights of any third party, including another user; (e) any breach or non-performance of any covenant or agreement made by you; or (f) the purchase, storage, or withdrawal of any NFTs. You agree to promptly notify CHRGE of any third-party claims and cooperate with the CHRGE entities in defending such claims. You further agree that the CHRGE entities shall have control of the defense or settlement of any third-party claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a separate written agreement between you and CHRGE.

  12. Limitation of liability

    1. To the fullest extent provided by law, in no event will the company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for (a) any 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 or (b) any amounts in excess of the greater of one hundred dollars ($100.00), or the amount you paid the company entities, if any, in the past six (6) months for the services giving rise to the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

    2. The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

  13. Release

    1. You hereby release and forever discharge CHRGE and our affiliates, officers, employees, agents, successors, and assigns (the “CHRGE entities”) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the service (including any interactions with, or act or omission of, other users of the service or any third-party properties). You hereby waive california civil code section 1542, or any similar law or rule of any other jurisdiction, which states in substance: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

  14. Disclaimers

    1. The service and content contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. CHRGE (and its suppliers) make no warranty that the service: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. CHRGE disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement as to the service or any content contained therein. CHRGE does not represent or warrant that content on the service is accurate, complete, reliable, current, or error-free. We will not be liable for any loss of any kind from any action taken or taken in reliance on material or information, contained on the service. While CHRGE attempts to make your access to and use of the service and content safe, CHRGE cannot and does not represent or warrant that the service, content, or any NFT listed on our service or our servers are free of viruses or other harmful components. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet and will not hold us responsible for any breach of security unless it is due to our gross negligence.

    2. We will not be responsible or liable to you for any losses you sustain as a result of your use of the service. We take no responsibility for, and will not be liable to you for, any use of items, including but not limited to any losses, damages or claims arising from: (i) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped addresses; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access to applications; or (v) any unauthorized third party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack against the service or items.

    3. NFTs are intangible digital assets. They exist only by virtue of the ownership record maintained in the blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within the blockchain platform. We do not guarantee that CHRGE or any CHRGE entity can effect the transfer of title or right in any NFTs. We cannot and do not guarantee that any NFT will have or retain any inherent value, or that you will be able to sell or resell any NFT purchased through the service.

    4. CHRGE is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to the NFTs. CHRGE is not responsible for casualties due to any delay or failure to report any issues with any blockchain supporting NFTs, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.

    5. Nothing in this agreement shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded under the laws applicable to your jurisdiction. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so the above exclusion may not apply to you.

  15. Data

    1. Personal data. You acknowledge that we may process personal data in relation to you, and personal data that you have provided or in the future provide to us in connection with this agreement, or the services. Accordingly, you represent and warrant that before providing any such personal data to us, you have read, understood and acknowledged our privacy policy.

    2. Security breach. If you suspect that your account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or CHRGE (collectively a "security breach"), you must notify CHRGE support immediately at support@chrgellc.xyz. Prompt reporting of a security breach does not imply that CHRGE will be liable to you for any losses suffered as a result of the security breach.

    3. Computer viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or any other kind of cyber-attack.

  16. Dispute resolution; arbitration

    1. Please read the arbitration agreement in this section (“arbitration agreement”) carefully. It contains procedures for mandatory binding arbitration and a class action waiver.

    2. Applicability of arbitration agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the service, to any products sold or distributed through the service, to any NFTs, or to any aspect of your relationship with CHRGE, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify; and (ii) you or CHRGE may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This arbitration agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this agreement or any prior version of this agreement.  

    3. Arbitration rules and forum. The federal arbitration act governs the interpretation and enforcement of this arbitration agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to us at support@chrgellc.xyz. The arbitration will be conducted by jams, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to jams’s most current version of the streamlined arbitration rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to jams’s most current version of the comprehensive arbitration rules and procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. Jams’s rules are also available at www.jamsadr.com or by calling jams at 800-352-5267. If jams is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay jams’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from jams, CHRGE will pay them for you. In addition, we will reimburse all such jams’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

    4. Authority of arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this arbitration agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this arbitration agreement including, but not limited to, any assertion that all or any part of this arbitration agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this agreement (including the arbitration agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.  

    5. Waiver of jury trial. You and CHRGE hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and we are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this arbitration agreement, except as specified in section 17.a (application of arbitration agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

    6. Waiver of class or other non-individualized relief. All disputes, claims, and requests for relief within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one customer or user cannot be arbitrated or consolidated with those of any other customer or user. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the state or federal courts located in the state of delaware. All other disputes, claims, or requests for relief shall be arbitrated. 

    7. 30-day right to opt out. You have the right to opt out of the provisions of this arbitration agreement by sending written notice of your decision to opt out to support@chrgellc.xyz within thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your username (if any), and an unequivocal statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of this agreement will continue to apply to you. Opting out of this arbitration agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us. 

    8. Severability. Except as provided in section 17.e (waiver of class or other non-individualized relief), if any part or parts of this arbitration agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the arbitration agreement shall continue in full force and effect. Survival of agreement. This arbitration agreement will survive the termination of your relationship with us. 

    9. Modification. Notwithstanding any provision in this agreement to the contrary, we agree that if we make any future material change to this arbitration agreement, you may reject that change within thirty (30) days of such change becoming effective by writing us at support@chrgellc.xyz and expressly opting out of this arbitration agreement.