Terms of Service

1. Acceptance of Terms

By accessing or using any service provided by J.P. Charles Digital Assets ("Company," "we," "us"), including Peak Predictor and the J.P. Charles Prediction Market smart contracts (collectively, the "Services"), you agree to be bound by these Terms of Service. If you do not agree, do not use the Services. [REVIEW WITH COUNSEL — jurisdiction-specific acceptance language]

2. Nature of Services

The Services consist of (a) a market-data screener that surfaces publicly available corporate, regulatory, and scientific events relevant to US-listed micro-cap companies, and (b) access to decentralized smart contracts that allow participants to take YES or NO positions on whether a specified event will occur on or before a specified resolution date.

The Company is not a broker-dealer, investment adviser, exchange, derivatives clearing organization, money services business, or financial institution. Data and signals displayed by the screener are provided for informational purposes only and do not constitute investment, legal, tax, or financial advice. The Services are not a substitute for buying or selling securities, futures, options, swaps, or any other financial instrument with a regulated counterparty. [REVIEW WITH COUNSEL — definitive regulatory characterization of platform markets under CEA, Securities Act, Securities Exchange Act, and applicable state law]

3. Eligibility & Restricted Persons

You must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) and have full legal capacity to enter into these Terms.

You represent and warrant that you are not a Restricted Person. A "Restricted Person" is any individual or entity that is:

• Resident in, located in, or a citizen of any jurisdiction subject to U.S. Department of the Treasury Office of Foreign Assets Control (OFAC) comprehensive sanctions, including (without limitation) Cuba, Iran, North Korea, Syria, the Crimea / Donetsk / Luhansk regions of Ukraine, and any other jurisdiction subsequently added to the OFAC sanctions list;
• Listed on the OFAC Specially Designated Nationals (SDN) list, the U.S. Department of Commerce Denied Persons List, or any equivalent restricted-party list maintained by the United States, the European Union, the United Kingdom, or the United Nations;
• Resident in, located in, or otherwise accessing the Services from any jurisdiction in which participation in event-based prediction markets, digital asset transactions, or unregistered derivatives markets is prohibited or restricted by applicable law [REVIEW WITH COUNSEL — enumerate specific restricted jurisdictions and U.S. states based on definitive regulatory analysis; consider whether U.S. persons generally must be excluded pending regulatory clarity following In re Polymarket (CFTC Docket No. 22-09)];
• Acting on behalf of a Restricted Person or attempting to circumvent these restrictions through use of a virtual private network, proxy, or false jurisdictional declaration.

The Company may, in its sole discretion, employ IP-based geolocation, wallet-address screening, and other technical or contractual means to detect and restrict access by Restricted Persons. The Company reserves the right to modify the list of Restricted Persons at any time without prior notice. [REVIEW WITH COUNSEL — geoblocking implementation requirements]

4. Event Markets & Smart Contracts

Each market on the platform is anchored to a discrete, time-bound event with a named public-data resolution source. Markets are governed by smart contracts deployed on the Polygon blockchain. The Company does not custody participant funds. All USDC deposits, pool settlements, and withdrawals are executed on-chain.

The smart contract code has not undergone a formal third-party security audit as of the effective date. Once deployed, smart contracts are immutable and cannot be patched; vulnerabilities, if discovered, can only be remediated by deploying new contracts. [REVIEW WITH COUNSEL — unaudited contract disclosure standards; CFTC analysis of whether platform markets constitute "event contracts" or "binary options" under Section 5 of the Commodity Exchange Act (7 U.S.C. § 7) and Part 38 of CFTC regulations (17 C.F.R. Part 38); SEC analysis of whether catalyst events referencing security prices implicate the federal securities laws]

At present, market resolution is performed by a contract owner / oracle role at or after the resolution date by reference to the named public-data source. Automated on-chain resolution against trustless data oracles is on the V2 roadmap but not yet implemented.

5. Fees

A fee, currently set at 2% of the losing pool, is deducted prior to distribution to winning participants. Polygon network gas fees are borne by the user. The Company reserves the right to modify fee structures with thirty (30) days' advance notice posted on the platform.

6. Data & Market Information

Underlying market data is sourced from third-party providers including Polygon.io (price/volume data) and Financial Modeling Prep (float and corporate-action data), and may be delayed, incomplete, or contain errors. The Company makes no warranty as to the accuracy, completeness, or timeliness of any data. Users should independently verify all information before making participation decisions.

7. Prohibited Conduct

You may not use the Services to:

• Engage in market manipulation, wash trading, or coordinated activity intended to influence resolution outcomes;
• Circumvent access controls, jurisdictional restrictions, or exploit smart-contract vulnerabilities;
• Violate any applicable securities, commodities, derivatives, money transmission, anti-money-laundering, or sanctions law;
• Use the Services on behalf of a Restricted Person or any sanctioned entity or individual;
• Use the Services to facilitate any illegal activity, fraud, or evasion of tax obligations;
• Attempt to interfere with the operation, security, or availability of the Services or the underlying smart contracts.

[REVIEW WITH COUNSEL — expand prohibited conduct list as required]

8. No Advice

Nothing on the platform — including the screener, market questions, signal scores, odds, or pool data — constitutes investment, legal, tax, or financial advice. You are solely responsible for any decision to participate in a market and for the consequences of that decision. Participation in event-based prediction markets is not appropriate for all persons.

9. Disclaimers & Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DIGITAL ASSETS, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [REVIEW WITH COUNSEL — jurisdictional limitations on liability caps]

10. Indemnification

You agree to indemnify and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claim, demand, loss, or damages arising out of (i) your use of the Services, (ii) your breach of these Terms, (iii) your violation of any law or third-party right, or (iv) your false representation regarding Restricted Person status. [REVIEW WITH COUNSEL]

11. Governing Law & Dispute Resolution

[REVIEW WITH COUNSEL — choice of law, mandatory pre-suit notice, individual arbitration clause, class-action waiver, jury-trial waiver, venue selection]

12. Modifications

We reserve the right to modify these Terms at any time. Material changes will be posted on the platform with an updated effective date. Continued use of the Services after notice of modification constitutes acceptance of the updated Terms.