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1. About CPL Games & Metawell Sports Limited

CPL Games (Caro Premier League) is the world's first Web3-native eCricket esports platform — a game where every match is provably fair on-chain, every CPL NFT Player Card is permanently owned on the blockchain, and every reward is earned purely through player skill. The Platform is wholly owned and exclusively operated by Metawell Sports Limited.

2. Eligibility & Age Requirements

You further represent and warrant that you: possess full legal capacity to enter binding agreements in your jurisdiction; are not located in any jurisdiction where blockchain applications, utility tokens, NFTs, or skill-based esports are explicitly prohibited; do not appear on UAE (CBUAE), UN, OFAC, EU, or applicable sanctions lists; have independently confirmed your use complies with all applicable laws; and will not use VPNs or proxies to circumvent geographic restrictions.

3. Account Registration & Security

By registering, you agree to provide accurate information, maintain strict confidentiality of credentials and wallet private keys/seed phrases, enable 2FA (mandatory for tournaments), immediately notify md@metawellsports.com of any security breach, and maintain only one account.

KYC/AML: Identity verification may be required for competitive modes with entry fees, reward withdrawals, or where UAE Federal Decree-Law No. 20 of 2018 mandates it. Users who decline mandatory KYC will have affected features suspended.

4. Platform Services & Game Modes

CPL Games is a pure skill-based eCricket esports platform. All match outcomes are determined exclusively by player skill, tactical decisions, cricket knowledge, and execution. There are zero random number generators, zero chance-based mechanics, zero wagering, and zero gambling of any kind. All results are provably fair and permanently recorded on the opBNB blockchain.

5. Participation Fees — Not Wagers

All fees payable to participate in any competitive mode are strictly participation fees — consideration for the contractual right to access a skill-based esports contest. Participation Fees do not constitute: a wager, bet, stake, or gambling deposit; an entry fee within the meaning of any real-money gaming legislation including India's PROGA 2025; or a financial instrument of any kind.

All competitive outcomes on the Platform are determined exclusively and entirely by player skill, cricket strategy, and in-game execution. The Platform does not employ any random number generator, chance mechanism, or probability-weighted outcome system.

6. CPL Token — Utility Asset Terms

CPL Tokens are utility tokens primarily designed and issued for in-platform use within the CPL Games ecosystem. While the Company does not operate, endorse, or guarantee any secondary market, CPL Tokens — as blockchain-based assets on the opBNB network — are technically capable of being transferred between compatible wallet addresses and may, at the Company's discretion or through third-party market development, become tradeable on external exchanges.

Any such transferability on third-party platforms: (a) is not operated, controlled, or guaranteed by the Company; (b) does not alter the primary characterisation of CPL Tokens as in-platform utility tokens; (c) does not constitute a financial instrument or investment product; and (d) is subject to all applicable laws in the relevant jurisdiction — for which the User is solely responsible.

The Company does not assign or guarantee any monetary value to CPL Tokens in connection with their issuance or in-platform use. To the extent that CPL Tokens acquire market value through third-party secondary trading, such value is determined by market forces entirely outside the Company's control, is not created or endorsed by the Company, and may decrease to zero.

CPL Token Contract (opBNB Mainnet):

7. CPL NFT Player Cards — Ownership Rights

CPL Games NFT Player Cards are blockchain-verified digital representations of cricket player cards — each embodying specific player skills, attributes, and in-game assets — permanently recorded on the opBNB blockchain. They provide strategic advantages in competitive gameplay across four rarity tiers: Common, Rare, Epic, and Legendary.

NFT ownership grants: permanent on-chain title to the specific blockchain token; the right to use it competitively across all current and future game modes; the right to trade, sell, or transfer it via the CPL marketplace or compatible platforms; a limited personal non-commercial licence to display the visual elements for personal use and marketplace listing.

NFT ownership does NOT grant: copyright, trademark, or IP rights in the underlying artwork; any right to reproduce, commercialise, or create derivative works; any financial expectation, guaranteed return, or investment right; any right in Platform source code or game mechanics.

NFT Player Cards Contract (opBNB Mainnet):

8. Wallets & Blockchain Transactions

CPL Games supports external, non-custodial Web3 wallets on opBNB including MetaMask, Trust Wallet, and WalletConnect-compatible wallets. The Company does not operate custodial wallets and does not hold, custody, or control user tokens or NFTs at any point.

• Blockchain network gas fees are entirely your responsibility and separate from any platform fees.
• The Company cannot recover assets sent to incorrect addresses or lost through phishing or user error.
• Use of bots, automated interfaces, or scripts to execute transactions is strictly prohibited.
• The Company does not hold, control, or access any user tokens or NFTs at any time.

9. Competitive Esports Rules & Fair Play

CPL Games match outcomes are provably fair — verified and permanently recorded on the opBNB blockchain for independent public audit. The following conduct is prohibited and results in immediate permanent ban, asset forfeiture, and potential legal referral:

• Bots, macros, automation scripts, or AI tools influencing gameplay outcomes
• Exploiting bugs, glitches, or unintended mechanics (all bugs must be reported immediately)
• Match-fixing, pre-arranging outcomes, or colluding with opponents
• Account boosting, smurf accounts, third-party software injection, or memory editing
• Harassment, threats, abuse, or discriminatory conduct toward other players

No Guaranteed Earnings

CPL Games involves natural competitive skill variance. No earnings, rewards, prizes, or CPL Token distributions are guaranteed. The Company does not represent that any User will earn any specific amount, win any event, or recoup any amounts paid as Participation Fees. Historical data does not predict future results.

10. Intellectual Property Rights

Metawell Sports Limited is the sole and exclusive owner of all intellectual property in CPL Games and the Caro Premier League brand, including: all game source code, algorithms, and software architecture; all visual assets, animations, and character models; all audio; the "CPL Games", "Caro Premier League", and "GECPL" trademarks; all NFT artwork; the CPL Token design; and all documentation and whitepaper content. Users receive a limited, revocable, non-exclusive, non-transferable licence for personal non-commercial entertainment use only.

11. Prohibited Conduct

The following results in immediate account termination, permanent asset forfeiture, and law enforcement referral: money laundering, terrorist financing, or sanctions evasion; market manipulation, wash trading, or NFT price inflation; representing the Platform as gambling or real-money betting; accessing from a sanctioned jurisdiction; reverse engineering or data scraping; creating pyramid schemes using Platform features; impersonating Company staff or users.

12. Fees, Taxes & Payments

All Platform fees are disclosed before any transaction. Each User bears the sole, absolute, and non-delegable responsibility for identifying, calculating, reporting, and discharging all tax obligations arising from Platform use in every jurisdiction where they have tax liability — including income tax, capital gains tax, VAT, GST, and TDS.

13. No Financial Advice

Nothing on the Platform, in these Terms, in the Whitepaper, or in any Company communication constitutes: financial advice; investment advice; trading advice; tax advice; legal advice; a recommendation to acquire or dispose of any digital asset; or any other form of regulated professional advice. The Company does not hold any licence to provide financial or investment advisory services in any jurisdiction. All Platform decisions are made by Users independently and at their own risk.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO ANY USER SHALL NOT EXCEED THE LESSER OF: (A) USD 100; OR (B) FEES ACTUALLY PAID BY THE USER IN THE 30 DAYS PRECEDING THE CLAIM. THE COMPANY IS NOT LIABLE FOR: LOSS OF TOKENS OR NFTS DUE TO WALLET COMPROMISE, PRIVATE KEY LOSS, PHISHING, OR USER ERROR; FAILED OR MISDIRECTED BLOCKCHAIN TRANSACTIONS; VALUE CHANGES IN ANY TOKEN OR NFT; SMART CONTRACT VULNERABILITIES; REGULATORY CHANGES AFFECTING ACCESS; LOSS OF PROGRESS DUE TO SERVICE INTERRUPTION; OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. The parties acknowledge that this limitation reflects a reasonable allocation of risk and is an essential basis of the agreement.

15. Indemnification

You agree to defend, indemnify, and hold harmless Metawell Sports Limited, its directors, officers, employees, agents, and affiliates from all claims, liabilities, damages, losses, costs, and expenses — including reasonable legal fees — arising from: your breach of these Terms; your violation of any applicable law or third-party right; your use or misuse of the Platform; any NFT transaction you initiate; any dispute with another user; or your negligence, fraud, or wilful misconduct.

16. Termination & Suspension

The Company may suspend or terminate your account at any time, with or without notice, for any Terms violation, prohibited conduct, fraud, regulatory direction, or any reason necessary to protect the Platform or other users. Upon termination: all Platform access ends immediately; on-Platform CPL Token balances may be forfeited for Terms violations; on-chain NFTs in external wallets remain yours as governed by the opBNB blockchain and are not affected by account termination.

17. India — PROGA 2025 Compliance

CPL Games operates as skill-based esports compliant with India's Promotion and Regulation of Online Gaming Act, 2025 (Act No. 32 of 2025). All match outcomes are 100% skill-determined — zero chance mechanics, zero wagering, zero betting. CPL Games does NOT constitute an "online money game" under PROGA.

Certain Indian states — including Tamil Nadu, Andhra Pradesh, Telangana, Karnataka, and others — have enacted or are considering state-level restrictions that may apply independently of PROGA. Users in India are solely responsible for: independently ascertaining the legal position in their specific state; obtaining independent legal advice if unclear; and complying with all applicable central and state laws. The Company makes no representation that access is lawful in any specific Indian state and reserves the right to restrict access from any state at any time without prior notice.

18. Force Majeure

The Company shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including: Technical: server failures, data centre outages, internet infrastructure failures, DDoS attacks; Blockchain: opBNB network outages, hard forks, protocol upgrades, smart contract exploits not attributable to the Company; Cybersecurity: sophisticated cyberattacks, zero-day vulnerabilities, ransomware; Regulatory: governmental orders, legislative changes materially affecting Platform operation; External: acts of God, natural disasters, pandemics, war, and civil unrest. If a Force Majeure Event continues for more than 90 consecutive days materially affecting core Platform services, the Company may elect to terminate these Terms upon 30 days' written notice. On-chain assets in external wallets are not affected by any Force Majeure Event or resulting termination.

19. Dispute Resolution, Arbitration & Governing Law

These Terms are governed by the laws of the Emirate of Ras Al Khaimah and applicable UAE federal law, excluding conflict-of-laws principles and the CISG.

Step 1 — Good-Faith Negotiation (Mandatory): All disputes must be submitted in writing to md@metawellsports.com. Both parties commit to good-faith negotiation for thirty (30) calendar days from written notice. No formal proceedings may be commenced until this period expires, except for emergency interim relief.

Step 2 — Binding Arbitration: Unresolved disputes shall be finally resolved by binding arbitration conducted: (a) under the rules of the Dubai International Arbitration Centre (DIAC) or, at the Company's election, RAKICC Arbitration Centre; (b) before one arbitrator for claims below USD 250,000, three arbitrators for claims at or above USD 250,000; (c) in the English language; (d) seated in Ras Al Khaimah, UAE; (e) on a strictly confidential basis. The arbitral award is final, binding, and enforceable under the New York Convention 1958.

Step 3 — Court Jurisdiction: At the Company's exclusive election, disputes may alternatively be referred to the exclusive jurisdiction of the courts of Ras Al Khaimah, UAE.

Limitation Period: Any claim must be commenced within one (1) year after the cause of action accrued, or it is permanently barred.

20. Service Availability

The Platform is provided on an "as is" and "as available" basis. The Company does not guarantee uninterrupted, error-free, or continuously available service. Scheduled or emergency maintenance, technical failures, cyberattacks, blockchain outages, and regulatory actions may result in Platform unavailability at any time. The Company is not liable for any loss arising from Platform unavailability, including inability to participate in time-limited tournaments, delayed receipt of rewards, or inability to execute marketplace transactions.

21. Document Hierarchy & Amendments

In the event of conflict between documents forming the Legal Framework, the following order of precedence applies: (1) Terms of Service; (2) Regulatory Compliance Statement; (3) Privacy Policy; (4) Risk Disclosure; (5) all other notices and policies. These Terms, together with the Legal Framework, constitute the entire agreement between the User and the Company.

The Company may update these Terms at any time. Material changes will be communicated via in-app notification or email at least 14 days before taking effect. Continued use after any effective date constitutes acceptance. Version History: v1.0 (Jan 2026) · v7.0 (Apr 2026 — Final production release, all critical corrections integrated).

Questions: md@metawellsports.com  ·  Legal: md@metawellsports.com