TERMS OF SERVICE

1. Acceptance; Binding Effect

By accessing or using (i) the Club Nohouse community platform at clubnohouse.com, (ii) the StakeSeat Protocol smart-contract suite (the "Protocol"), or (iii) any pre-launch or post-launch gaming interface including app.nohouse.xyz (collectively, the "Services"), you ("User," "Member," "Seat Owner," or "you/your") agree to be legally bound by these Terms of Service ("Terms"). If you do not agree, you must not use the Services.

2. Key Definitions

3. Service Description

3.1 Community Platform (Live)

• Private social-network features, gated chat, IRL/virtual events
• Educational content on skill-based gaming economics
• Referral system with invite-based vouching

3.2 Gaming Platform (Launch 2026)

• Provably-fair shuffle & game logic (Proof-of-Shuffle)
• Live cash-game tables, tournaments, staking, seat yield distributions
• Real-time on-chain stats, leaderboards, jackpots, and prop-bet modules

4. Eligibility, KYC & AML

• Age: Community Platform ≥ 18 yrs; Gaming Platform ≥ 21 yrs (or local legal age, whichever is higher).
• Identity Verification: Company may require government-issued ID, biometric verification, or source-of-funds checks.
• Sanctions Screening: You represent you are not on any OFAC, U.S. Treasury, E.U., U.K., U.N., or other governmental sanctions list.
• One Account Rule: One verified account per natural person; sharing or reselling accounts is prohibited.
• Right to Refuse: Company reserves the absolute right to reject, suspend, or terminate any account that fails, or is suspected of failing, KYC/AML requirements.

5. User Conduct & Community Standards

• Respect & Fair Play: No harassment, collusion, angle-shooting, multi-accounting, bots, or use of real-time decision aids (solvers) during live play.
• No Unlicensed Solicitation: You may not advertise third-party products, tokens, or casinos.
• Content License: By posting content you grant Company a world-wide, royalty-free, sublicensable license to use, reproduce, and display such content for platform operations.

6. Digital Assets; Economic Structure

6.1 Membership NFTs

• Convey lifetime access to the Community Platform (soft cap 10,000, hard cap 30,000).
• Do not constitute securities, profit-sharing, or equity.

6.2 Seat NFTs

• Supply hard-capped at 1,000 per room.
• Entitle holder to 50% of net rake generated while the seat is occupied.
• Yield accrues on-chain and is claimable monthly; smart-contract address and payout schedule are public.
• Seat yield is variable and not guaranteed. Past performance ≠ future results.

6.3 Protocol Fees & Community Pools

• 30% of net rake → Community Rewards Pool (freerolls, jackpots, promotions).
• 20% of net rake → Platform Ops (development, audits, infrastructure).

6.4 Secondary-Market Transfers

• NFTs are transferrable; Company does not operate an exchange and is not party to secondary transactions.
• You are solely responsible for gas fees, marketplace royalties, and compliance with your local laws (including tax reporting).

7. Intellectual Property

• Platform IP: All Site code, Protocol smart contracts, UI designs, trademarks, and proprietary algorithms are owned or licensed by Company.
• License to Users: Company grants you a revocable, non-exclusive, non-transferable license to access the Services for personal, non-commercial use.
• User Feedback: Any suggestions or bug reports become Company IP without compensation.

8. Risk Disclosures & Disclaimers

• Regulatory Risk: Digital-asset laws and gaming regulations are evolving. Features may change to maintain compliance.
• Smart-Contract Risk: Exploits, forks, or consensus failures may lead to partial or total loss of Digital Assets.
• Volatility Risk: Cryptocurrency and NFT prices may fluctuate dramatically; Company provides no price guarantees.
• No Fiduciary Duty: Company is not your broker, tax advisor, legal counsel, or fiduciary.
• No Investment Advice: Nothing on the Services constitutes investment, legal, or tax advice.

9. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

10. Limitation of Liability

To the maximum extent permitted by law, Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, goodwill, or other intangible losses, even if advised of the possibility. Aggregate liability shall not exceed the greater of (i) US $100 or (ii) the total fees paid by you to Company in the preceding 12 months.

11. Indemnification

You agree to defend, indemnify, and hold harmless Company, its directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) your use of the Services; (b) your violation of these Terms or applicable laws; (c) any Digital Asset transaction you initiate; or (d) your infringement of any third-party rights.

12. Tax Obligations

You are solely responsible for reporting and paying all taxes arising from your Digital Asset transactions, seat yield, or other income derived from the Services. Company may provide 1099 or equivalent reporting where legally required but bears no responsibility for your tax filings.

13. Compliance with Gambling & Skill-Gaming Laws

• Skill-Based Model: The Gaming Platform is designed for games predominantly of skill; chance elements are minimized but not eliminated.
• Geofencing: Company will employ IP and wallet screening; users in Restricted Jurisdictions are blocked.
• Self-Exclusion & Responsible Gaming: Tools will be provided for deposit limits, cool-offs, and permanent self-exclusion.

14. Modifications; Emergencies

Company may modify these Terms at any time with 30 days' notice via email or site banner. In an emergency (e.g., security exploit), Company may implement immediate changes; updated Terms become binding upon posting.

15. Termination & Suspension

• By User: You may close your account at any time; NFTs remain in your wallet.
• By Company: We may suspend or terminate accounts for breach, fraud, illegal activity, or regulatory risk.
• Effect: Sections 7–12, 14–22 survive termination.

16. Dispute Resolution; Arbitration

• Informal Resolution: Contact support@clubnohouse.com within 30 days of the event.
• Binding Arbitration: Unresolved disputes shall be finally settled by confidential arbitration in Cheyenne, Wyoming, under the JAMS Rules.
• Class-Action Waiver: You waive any right to participate in class actions or class-wide arbitration.
• Injunctive Relief: Company may seek injunctive relief in any competent court for IP or security violations.

17. Force Majeure

Company is not liable for delay or failure caused by acts beyond reasonable control, including natural disasters, war, terrorism, labor disputes, electrical failures, or blockchain network congestion/forks.

18. Assignment

Company may assign or transfer its rights and obligations without notice. Users may not assign rights without prior written consent.

19. Severability & Waiver

If any provision is held invalid, the remaining provisions remain in effect. Failure to enforce any right is not a waiver.

20. Entire Agreement

These Terms, the Privacy Policy, and any referenced policies constitute the entire agreement between you and Company, superseding all prior understandings.

21. Contact

StakeSeat Protocol LLC
[Physical address, Wyoming]
legal@clubnohouse.com

Exhibit A — Restricted Jurisdictions (Non-Exhaustive)

USA & territories, Afghanistan, Belarus, Cuba, Iran, North Korea, Russia, Syria, OFAC-sanctioned regions, and any jurisdiction where online poker or skill gaming is illegal.

Exhibit B — Fee Schedule (Initial Launch)

Signature

By accessing the Services after the Effective Date, you acknowledge you have read, understood, and agree to be bound by these Terms.