Terms & Conditions

Terms & Conditions

Last updated: May 18, 2021

 

Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your (“you”) use of the WOM (“WOM”, “we”, “Issuer”, “us” or “our”; herein including affiliates of WOM Protocol Pte. Ltd. in providing the Services, the website womprotocol.io and affiliate sites (the “Site”), and our mobile applications (the “Apps”), and our data accessible via our Site and Apps. To make these Terms easier to read, the Site and our services and Apps are collectively called the “Services.”

 

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND WOM THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 18 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

 

SEE IMPORTANT SECURITIES LAW DISCLAIMER BELOW IN SECTION 19.

 

  1. Agreement to Terms. By using our Services, you agree to be bound by these Terms, and any other terms posted on the WOM website(s) or provided in any WOM app(s) (collectively, the “Terms”). If you do not agree to be bound by these Terms, you may not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” hereunder will refer to that company or other legal entity.
  2. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and share your information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
  3. Changes to these Terms or the Services. We may update the Terms from time to time at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. The only exception is for changes to the “Dispute Resolution” section, for which you have followed the process in Section 18. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. We may add, remove, suspend or alter access to any data available through or on the Services from our Services at any time and make no guarantee as to the availability or minimum amount of specific data.
  4. Basic User Requirements
    1. Eligibility. To use the Services, you must be at least 13 years of age and not otherwise barred from using the Services under applicable law. By using the Services, you represent and warrant that you (or your parent or legal guardian, as required by applicable law if you are unable to form a binding contract) have reviewed and agreed to these Terms.
    2. Registration and Your Information. If you want to use certain features of the Services you will have to create an account (“Account”). You can do this via the Apps. To benefit from certain services such as data rewards, you must also create a WOM Token account. You must only create one account per App and one WOM Token account per App. The WOM Token account is not provided by WOM as a service, however integration is required to deliver the rewards function as described in section 14 and Appendix A.
  5. Basic Service Terms
    1. You agree to not to promote or otherwise represent to future price or value increases of the WOM token or any other cryptographic token used in connection with the WOM services (collectively, the “Token”); Your public discussion of the Token shall be strictly limited to its actual functions and/or attributes as disclosed by Company publicly or to yourself.
    2. The following may occur with WOM tokens: (a) brands, users, and token authenticators all use the WOM Token in various ways to reward actions within the decentralized WOM Ecosystem, (b) users and authenticators need to stake WOM Tokens (as collateral) to make their data available for campaigns, (c) token holders have decision rights in order to influence the most crucial changes to the WOM Token smart contracts (for the avoidance of doubt, the right to vote is restricted solely to voting on features of the WOM Protocol; the right to vote does not entitle WOM Token holders to vote on the operation and management of the Company or its affiliates, or their assets, and does not constitute any equity interest in the Company or its affiliates), (d) users and authenticators are rewarded for participating in the WOM Economy. Users receive WOM Tokens for contributing data that drives consumer engagement. Authenticators receive rewards for a well-performed valuation, (e) a brand or retailer needs to deposit WOM Tokens into a campaign, (f) a gateway provider or publisher (e.g. YEAY GmbH with the YEAY app), collects a fee in WOM Tokens for offering their services and interfaces to interact with the WOM Ecosystem, (g) a brand or retailer can allocate WOM Tokens for access to user data and reward users who opted in to share their data (in compliance with the GDPR). Users are rewarded with WOM Tokens if they opt in to share their data, (h) the value creation reward is distributed to participants who create value within the WOM Ecosystem. Users generate most of the value in the ecosystem. Creators are followed by authenticators, who evaluate the quality of the data, (i) brands can use WOM Tokens to gain access to user data by rewarding individual users who have opted-in to share their data with brands. Additionally,
      1. Users of the Services can, and generally do, receive WOM tokens in exchange for high-quality (i.e., honest and unbiased) recommendations, as determined by other network participants in concert with the Company’s blockchain-based software and Services. In this model, payment is “post-hoc” (as in affiliate marketing). However, the Company’s blockchain-based model eliminates any direct connection between the paying brand or vendor and the recommender, and users may be (and generally are) paid for successful recommendations entirely absent any payment by the brand or vendor. Nevertheless, while the Company’s Services are designed to function absent any direct contract between recommenders and the brands and/or vendors they are recommending, the Company does not endeavor to ensure and does not warrant that all users of the Services do not have direct contracts with certain of the brands and/or vendors they are recommending.
      2. To acquire WOM in exchange for the contribution of information, you should genuinely be interested in contributing your skills, time, energy, and expertise to our network (via the Services of the Company). Failure to do so in good faith shall constitute a breach of these Terms. Only freely-available capital should be used for a participation in the Project by the purchase acquisition of a WOM Token, as adverse impacts to its value, up to and including a total loss, cannot be excluded.
    3. WOM may be required to conduct customer identification, due diligence and anti-money laundering due diligence on all acquirors of WOM Token in compliance with all applicable laws and legislations. WOM may determine, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with these laws and legislations. You agree to provide such information to WOM promptly upon request, and you acknowledge that WOM may refuse to issue WOM Token to you until you provide such requested information and WOM has determined that it is permissible to issue or sell you WOM Token under applicable law or regulation.
    4. WOM may at any point in time request information and/or documentation to establish that its identification records, as well as the information that form your profile, remain completely updated. In this respect, WOM reserves the right to examine and check on a regular basis the validity and adequacy of your identification data and information maintained. For the avoidance of doubt, WOM shall not be required to notify you of the outcome of any of its customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks.
    5. If at any time WOM becomes aware that reliable or adequate data and information are missing from your identity, WOM reserves the right to take all necessary actions to collect the missing data and information (whether from you or from third parties) so as to update and complete your profile as necessary.
    6. If you fail or refuse to submit, within a reasonable timeframe, the required data and identification information for the updating of your identity and, as a consequence, WOM is unable to comply with any laws, legislations regulations or directives relating to customer identification requirements, WOM will not be able to issue or sell WOM Token and/or continue its relationship with you, and WOM may be required to submit a report of suspicious transactions/activities to the relevant authorities.
    7. WOM (and its affiliates) will collect, use, process and disclose your information and personal data for providing its services and discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purposes). WOM may disclose your information to its service providers, agents, relevant custodians or similar third parties for these Purposes. WOM may keep your information for such period as it may determine (which shall be no shorter than any mandatory period prescribed by law) to contact you about the WOM Protocol. You hereby consent to WOM transferring your personal data to its affiliates or service providers for processing, and to recipients in countries which do not provide the same level of data protection as your jurisdiction if necessary.
    8. If you withdraw your consent to any or all use of your personal data, depending on the nature of your request, this may limit the scope of our services which WOM is able to provide to you. Please contact us at info@womprotocol.io (marking your email for the attention of “Data Protection Officer”). WOM will endeavour to respond to your query / request within 30 days, and if that is not possible, WOM will inform you of the time by which it will respond to you.
    9. You hereby warrant, represent and confirm to us and shall procure that with respect to any personal data of any individual (including, where applicable, your directors, partners, office holders, officers, employees, agents, shareholders and beneficial owners) (each, an Individual) disclosed to us in connection with these Terms and Policies and/or the WOM Token issuance or otherwise collected by us in the course of your relationship with us or any of our affiliates:
      1. each Individual to whom the personal data relates has, prior to such disclosure or collection, agreed and consented to, and permitted you on its behalf to consent to, such disclosure as well as the collection, processing, use and disclosure of the Individual’s personal data by us for all purposes required by us in connection with these Terms and/or the WOM Token issuance;
      2. that each Individual has read and consented to the collection, processing, use and disclosure of the Individual’s personal data by us in accordance with the Purpose; and
      3. any consent given pursuant to these Terms in relation to each Individual’s personal data shall survive death, incapacity, bankruptcy or insolvency of that Individual and the termination or expiration of these Terms and the Policies.
    10. If any Individual should withdraw his/her consent to any or all use of his/her personal data, then depending on the nature of the withdrawal request, WOM may not be in a position to continue its relationship with you and/or issue or sell WOM Token, and WOM shall be entitled to its rights under these Terms and the Policies (without prejudice to our other rights and remedies at law against you).
    11. Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account and any communications or other contact you have with other users of the Services, whether or not you know about them. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on user accounts or on the amount of data that can be accessed from the Services at any one time.
  6. Data Ownership and Responsibility.
    1. Definitions. For purposes of these Terms: (i) “Data” means text, ratings or review information, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available by WOM through the Services; and (ii) “User Generated Data” means any Data that Account holders (including you) provide to be made available through the Services.
    2. All User Generated Data created by You is hereby licensed by You to WOM for use in the services (as a perpetual, non-exclusive, geographically-unlimited license), and the You agree to be responsible for all handling and management of Your User Generated Data in Your custody or control. You further agree to not hold WOM liable for handling or alleged mishandling User Data.
    3. “Intellectual Property”, or “IP”, means all: (i) patents, inventions, designs, copyright and related rights, database rights, knowhow and confidential information, trademarks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) all other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognized in the future; and (iii) all applications, extensions and renewals in relation to any such rights.
    4. You represent and warrant that the User Generated Data you provide (in pertinent part) does not infringe or violate the intellectual property or any other rights of any third party, and that You will not use any images, marks or other intellectual property to which You do not have rights.
    5. You hereby agree to indemnify, defend, and hold harmless WOM and each of its officers, directors, owners, shareholders, representatives, officials, employees, agents, subsidiaries, affiliates, successors and assigns, from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with Your breach or claimed breach of Your representations, warranties, or covenants with respect to User Generated Data and Intellectual Property hereunder.
    6. U.S. FTC Compliance. It is the intent of the Company to treat all users of WOM fairly. Accordingly, we require all Users, and as one, you hereby agree to comply with all applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the U.S. Federal Trade Commission (FTC) Endorsement Guides(1), which require that material connections between advertisers and endorsers be clearly and conspicuously disclosed. This means in the data of any recommendation that you provide as part of the Services and any other social media, web site, email or other collateral that you provide which contains an endorsement or assessment of a referred product and/or brand (each, a “Referral”) must prominently disclose the fact that you receive compensation for such Referrals. For the avoidance of doubt, such disclosures must (without limitation) follow the following guidelines:
      1. Be Clear and conspicuous – Requires the disclosure to not be “buried on an ABOUT US or GENERAL INFO page, or similar, or behind a poorly labeled hyperlink or in a ‘terms of service’ agreement” or “placing it below your review or below the link to the online retailer so readers would have to keep scrolling after they finish reading. Consumers should be able to notice the disclosure easily.(2)
      2. E.g. if you promote the referral in a video, the data of the video should conspicuously state or display the disclosure of your compensation interest close to the promotional statement or indication itself, such that a typical viewer would be aware of the disclosure. Such disclosure should not also be undermined by statements that would tend to give an opposite overall impression even while being, in a limited sense, technically-correct, e.g., “I am not getting paid for this” or “I don’t get anything from this”.
    7. The Company, WOM Protocol Pte. Ltd., and the WOM network reserve the right to withhold, or allow its affiliates including but not limited to YEAY GmbH to withhold, WOM or other rewards payouts and/or terminate your YEAY or other applicable account(s) and access to the YEAY or other applicable apps and/or business relationship with any of the foregoing entities, after notice and reasonable opportunity to cure, with permanent effect, should any of the foregoing determine, together or in its sole discretion (as applicable), that you are not in compliance with the aforementioned FTC regulations, any similar rules of any other country, or other guidelines that we deem relevant to compliance with this term.
  7. Rights and Terms for Apps.
    1. Rights in App Granted by WOM. Subject to your compliance with these Terms, WOM grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Apps on a mobile device or computer that you own or control and to run such copy of the Apps solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Apps; (ii) distribute, transfer, sublicense, lease, lend or rent the Apps to any third party; (iii) reverse engineer, decompile or disassemble the Apps; or (iv) make the functionality of the Apps available to multiple users through any means. WOM reserves all rights in and to the Apps not expressly granted to you under these Terms.
    2. Accessing Apps from App Stores. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:
      1. These Terms are between you and WOM, and not with the App Provider, and WOM (not the App Provider), is solely responsible for the Apps. The App Provider has no obligation to furnish any maintenance and support services with respect to the Apps.
      2. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the Apps to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Apps. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of WOM.
      3. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Apps or your possession and use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
      4. In the event of any third-party claim that the Apps or your possession and use of that Apps infringes that third party’s intellectual property rights, WOM will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
      5. The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the Apps, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Apps against you as a third-party beneficiary thereof.
      6. You must also comply with all applicable third-party terms of service when using the Apps.
  8. General Prohibitions and WOM’s Enforcement Rights. You agree not to do any of the following:
    1. Use, display, mirror or frame the Services or any individual element within the Services, WOM’s name, any WOM trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without WOM’s express written consent;
    2. Access, tamper with, or use non-public areas of the Services;
    3. Attempt to access or search the Services or download data from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by WOM or other generally available third-party web browsers;
    4. Send any unsolicited or unauthorized email, junk mail, spam, chain letters or other form of solicitation;
    5. Use any meta tags or other hidden text or metadata utilizing a WOM trademark, logo URL or product name without WOM’s express written consent;
    6. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms (e.g., running, for any purpose, unauthorized cryptocurrency miners, crawlers, distributed computing nodes, VPNs or other servers);
    7. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
    8. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
    9. Impersonate or misrepresent your affiliation with any person or entity, claim a false affiliation, or misrepresent the source or identity of data used through the Services;
    10. You agree not to provide any information that is intended to misinform, misdirect, mislead, or otherwise deceive any users of the Services or any other third party;
    11. Influence, inflate, or otherwise manipulate any content in the Services or partner Services (e.g. YEAY GmbH and its YEAY app), or collude or otherwise work together with other parties to do the same;
    12. Transfer WOM Tokens from your WOM Token account to any address not created personally by you or allow others to transfer WOM Tokens from their WOM Token account to any address created personally by you;
    13. Violate any applicable law or regulation; or
    14. Induce others to do any of the above.
  9. Monitoring and Removal. WOM is not obligated to monitor access to or use of the Services or to review or edit any data. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any data, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
  10. DMCA/Copyright Policy. WOM respects copyright law and expects its users to do the same. It is WOM’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see WOM’s Copyright & Intellectual Property Policy for further information.
  11. Links to Third Party Websites or Resources. The Services (including the Site and App) may allow you to access third-party websites or other resources. WOM may provide links through User Generated Data to third-party websites or other resources. To the extent provided by us, we provide access only as a convenience and are not responsible for the data, products or services on or available from those resources or links displayed on such websites.
  12. Termination. We may terminate or suspend, in whole or in part, your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by going into your account settings on the App. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 6, 7, 8, 9, 13, 14, 15, 16, and 17. Upon any termination, discontinuation or cancellation of the Services or your account, any residual WOM or Commissions balances will be forfeit to WOM.
  13. Warranty Disclaimers.
    1. As part of the Services, WOM makes functional use of certain third-party cryptographic tokens including, but not limited to those entitled “WOM” tokens (collectively, “WOM Tokens” or the “Tokens”). THE WOM TOKENS AND THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. In particular, the WOM tokens and the Services depend upon, without limitation, the Ethereum network and other third-party internet services, which we do not control. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or data on the Services.
    2. WOM ASSUMES NO RESPONSIBILITY FOR ANY USER’S OR THIRD PARTY’S FAILURE TO COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY. WE DO NOT, AND CANNOT CONTROL YOUR INTERACTION WITH ANY USER OR OTHER THIRD PARTY; WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM SUCH INTERACTION.
    3. You understand and accept that WOM Token:
      1. may only be utilised on the WOM Protocol, is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by WOM;
      2. does not represent or confer on you any ownership right, shareholding, participation, right, title, or interest of any form with respect to WOM or any other company, enterprise or undertaking, or any of their revenues or assets, including without limitation any right to receive future revenue, dividends, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the WOM Protocol, WOM and/or any service provider of WOM;
      3. is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment;
      4. is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
      5. is not a loan to WOM and is not intended to represent a debt owed by WOM, and there shall be no expectation of profit or interest income arising in connection therewith;
      6. does not provide you with any ownership or other interest in WOM;
      7. is not any form of financial derivative;
      8. is not any form of commercial paper or negotiable instrument;
      9. will not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, nor should there be any such expectation;
      10. is not any note, debenture, warrant or other certificate that entitles the holder to any interest, dividend or any kind of return from WOM or any person;
      11. is not any commodity or asset that any person is obliged to redeem or purchase;
      12. is not for speculative investment;
      13. is not intended to constitute securities or any similar instrument in Singapore, the United States, or any relevant jurisdiction;
      14. does not result in any mutual covenants, or agreement to rights and obligations, being entered into between you and other holders of WOM Token inter se; and
      15. is subject to limitations and conditions in these Terms and all applicable policies as may be published from time to time.
    4. WOM Token does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does WOM or any other person make any representation or give any commitment as to its value).
  14. Representations of User With Respect To Acquiring or Holding WOM Tokens
    You hereby represent and warrant that you have:

    1. a good and sufficient understanding in business and financial matters, including a good and sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of blockchain technology, blockchain-like technology, blockchain-based software systems as well as other similar technologies and systems, cryptographic tokens, and token storage mechanisms (such as digital token wallets) to understand these Terms and to appreciate the risks and implications of acquiring, holding and/or usage of WOM Token or using the Services, including, but not limited to the Risk Factors in Appendix A hereunder.
    2. obtained sufficient information about the WOM Token to make an informed decision to acquire, hold and/or use WOM Token. Additionally, you are aware of WOM’s business affairs and financial condition and have obtained sufficient information about WOM to reach an informed decision to acquire WOM Token.
    3. ensured the currency (including any fiat, digital currency, virtual currency or cryptocurrency) used to acquire WOM Token are obtained through “mining” activities or other lawful means, and are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you shall not use WOM Token to finance, engage in, or otherwise support any unlawful activities. To the extent required by applicable laws and regulations, you shall fully comply with all anti-money laundering and counter-terrorism financing requirements in the jurisdiction.
    4. ensured that neither you (or any of your subsidiaries, any director or officer, or any employee, agent, or affiliate as the case may be) nor any person having a direct or indirect beneficial interest in you or WOM Token being acquired, held or used by you, or any person for whom you are acting as agent or nominee in connection with WOM Token, is the subject of any sanctions or similar lists administered or enforced by the Financial Action Task Force, Financial Crimes Enforcement Network, the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, North Atlantic Treaty Organization, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, Sanctions) or is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions.
    5. ensured that you are not (i) a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a geographic area or country (A) where participation in token sales is prohibited, restricted or unauthorised by applicable law, decree, regulation, treaty, or administrative act or (B) where it is likely that the issuance of WOM Token would be construed as the sale of a security (howsoever named), financial service or investment product (including without limitation the United States of America, Canada, New Zealand, People’s Republic of China (but not including the special administrative regions of Hong Kong and Macau, and the territory of Taiwan), Thailand, and the Socialist Republic of Vietnam) (the Restricted Countries), (ii) a citizen or resident of, or located in, a geographic area that is subject to Sanctions or (iii) an individual, or an individual employed by or associated with an entity, identified on any Sanctions list (including without limitation the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List), (iv) a citizen or resident of, or located in, a geographic area or country designated as “High-risk and other monitored jurisdictions” (or such other similar classification) by the Financial Action Task Force, or (v) a Politically Exposed Person (defined as a current or former senior official in the executive, legislative, administrative, military, or judicial branch of a government (elected or not), a senior official of a major political party, a senior executive of a government owned commercial enterprise, and/or being a corporation, business or other entity formed by or for the benefit of any such individual, any individual publicly known (or actually known) to be a close personal or professional associate, or an immediate family member of such individual, meaning spouse, parents, siblings, children, and spouse’s parents or siblings).
    6. ensured the currency (whether fiat or virtual) used in the acquisition of WOM Token will be made only in your name, from a digital wallet not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force or any similar legislation.
    7. taken care not to sell or transfer or agree to sell to transfer (whether pursuant to any public pool or private agreement with a subsequent acquiror or otherwise) any WOM Token prior to the completion of the issuance of WOM Token.
    8. acknowledged that the currency (whether fiat or virtual) paid to us for the acquisition of WOM Token will be held by us (or our affiliate) after the token issuance, and you will have no economic or legal right over or beneficial interest in these contributions or the assets of that entity after the token issuance.
    9. acknowledged that WOM has entered into these Terms in reliance upon your representations and warranties being true, accurate, complete and non-misleading.
  1. Additional Token Terms Between WOM and User,
    You hereby acknowledge and agree that:

    1. WOM does not and does not purport to make, and hereby disclaims, all representations, warranties or undertaking to you in relation to the issuance of WOM Token or otherwise. Prospective acquirors of WOM Token should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with any WOM Token issuance and WOM.
    2. You acknowledge and agree that WOM is not under any obligation to issue replacement WOM Token in the event any WOM Token or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible or unusable for any reason.
    3. Your acquisition of WOM Token (whether through an intermediary or otherwise) from WOM is final; there are no refunds or cancellations except as may be required by applicable law or regulation and you waive any rights to be refunded any amounts which you have paid to WOM in exchange for WOM Token or to cancel any acquisition.
    4. Notwithstanding the foregoing, WOM reserves the right to refuse or cancel any request(s) to acquire WOM Token, at any time in its sole discretion without giving reasons, including without limitation the following:
      1. in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by WOM;
      2. in connection with a change of business or development plan of WOM; or
      3. in connection with an adverse change of the regulatory environment.
    5. For the avoidance of doubt, WOM shall not be required to notify you of the outcome of any of our customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. In the event that WOM refuses or cancels any request(s) to acquire WOM Token, the price paid by you shall be rejected or refunded (as applicable) in accordance with WOM’s internal policies and procedures, less fees and expenses incurred in connection with the marketing and/or development of the WOM Protocol and the ecosystem thereon, or, if required by applicable law, confiscated. WOM reserves the right to require you to provide WOM with your personal details (including without limitation correct name, address and details of the digital wallet from which you have sent the payment), and it is your responsibility to provide correct details. Failure to provide this information will prevent WOM from allocating the token to your digital wallet.
    6. Any refund of the price under this clause shall be less network fees, calculated at the USD exchange rate of the relevant token which had been paid to WOM, at the time of payment or refund, whichever would result in a lower fiat / USD value of the refund (as the same may be conclusively determined by WOM). No interest will accrue on the value of any refund and WOM shall be entitled to charge a processing fee not exceeding 15% of the refund amount.
    7. At any time during the sale of WOM Token, WOM may either temporarily suspend or permanently abort the token issuance at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token issuance is aborted, WOM Token will not be available for acquisition.
    8. Current and prospective WOM holders/transactors must do their own diligence with their own professional advisors, taking into account their personal situation and applicable legal jurisdiction(s), prior to engaging in the Services, purchasing or otherwise transacting in WOM tokens. You agree to the foregoing, and understand that failure to do so shall constitute a breach of these Terms.
    9. WOM Token (a) is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by the Company (including any affiliate), (b) does not represent or confer on the token holder any right of any form with respect to the WOM entity or any of its affiliates, or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or licence rights) , or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the WOM Protocol, the Company and/or its service providers, (c) is not intended to represent any rights under a contract for differences or under any other contract, the purpose or pretended purpose of which is to secure a profit or avoid a loss, (d) is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment, (e) is not a loan to the Company, is not intended to represent a debt owed by the Company or any of its affiliates, and there is no expectation of profit, and (f) does not provide the token holder with any ownership or other interest in the Company or any of its affiliates.
    10. If WOM constitutes a security or is otherwise subject to functional regulations in your or any other relevant country, or you have determined such, or with the exercise of reasonable diligence should have determined such, you may not acquire or transact in the Tokens.
    11. You acknowledge, understand and agree that WOM Token may lose value, may have no value, carries no guarantee or representation of value or liquidity for WOM Token, and WOM Token is not intended or provided for speculative or any other investment purposes.
    12. YOU UNDERSTAND THAT BLOCKCHAIN AND VIRTUAL CURRENCIES / TOKENS, INCLUDING WITHOUT LIMITATION ETHEREUM, BITCOIN, NEO AND QTUM, ARE NEW AND UNVERIFIED TECHNOLOGIES THAT ARE BEYOND CONTROL OF WOM. IN PARTICULAR, AND IN ADDITION TO TERMS OF THIS DOCUMENT AND SPECIFIC DELINEATED RISKS HEREIN (INCLUDING IN APPENDIX A), THERE MAY BE ADDITIONAL KNOWN AND UNKNOWN RISKS, AND YOU BEAR FULL RESPONSIBILITY FOR ANY RISKS INHERENT IN THE TOKENS OR SERVICES. BY ACQUIRING (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE), HOLDING AND/OR USING WOM TOKEN OR THE AFFILIATED SERVICES, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ANY SUCH RISKS.
  1. Limitation of Liability.
    1. For the purposes of this Section, “WOM”, “we”, or “us” shall include WOM, its parents, subsidiaries, affiliates, investors, agents, and successors and assigns.
    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WOM NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WOM OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT ANY RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
    3. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL WOM’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED TWENTY DOLLARS ($20).
    4. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WOM AND YOU. By using the Services, or holding or transacting in any Tokens, you accept and acknowledge that you understand the foregoing warranty disclaimer and limited liability terms.
    5. CDA Section 230 Notice
      1. Under Section 230 of the U.S. Communications Decency Act (CDA) (47 U.S.C. § 230 et seq., hereunder, “Section 230”), no provider or user of an interactive computer service, which means any information service, system or access software provider that provides or enables computer access by multiple users to a computer service, shall be treated as the publisher or speaker of any information provided by another information data provider. 
      2. Section 230 further provides that “[n]o cause of action may be brought and no liability may be imposed under any State or local law that is inconsistent with this section.”
      3. You acknowledge and agree that, pursuant to Section 230, WOM may not be held liable in the United States for any Data placed into the WOM Services by third parties, and further, you hereby agree to hold WOM harmless for such, and provide a similar waiver of liability with respect to any jurisdiction having any similar rule.
  2. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of Singapore, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and WOM are not required to arbitrate will be the courts located in Singapore, and you and WOM each waive any objection to jurisdiction and venue in such courts.
  3. Dispute Resolution.
    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and WOM agree that you and WOM are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
    2. Exceptions and Opt-out. As limited exceptions to Section 18(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 
    3. Class Action Waiver. YOU AND WOM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
    4. Severability. With the exception of any of the provisions in Section 18(c) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
  4. SECURITIES LAW DISCLAIMER.
    1. THE COMMUNICATIONS OF THE COMPANY, UNLESS EXPRESSLY INDICATED, DO NOT CONSTITUTE AN OFFER OR A SOLICITATION TO PURCHASE SECURITIES, AS THAT TERM IS DEFINED WITHIN THE UNITED STATES BY THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT” OR “THE ACT”), OR SIMILARLY WITHIN ANY OTHER JURISDICTION. A DEFINITIVE AND LEGALLY-BINDING OFFER TO PURCHASE OR SELL SECURITIES CAN ONLY BE MADE THROUGH A FORMAL OFFERING AGREEMENT. ANY DECISION TO PURCHASE TOKENS IN CONNECTION WITH SUCH PROSPECTIVE OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN ANY THEN-PROVIDED EXPRESS OFFERING AGREEMENT, WHICH SHOULD BE CAREFULLY-REVIEWED AND EVALUATED IN CONSULTATION WITH THE PROSPECTIVE PURCHASER’S OWN LEGAL, ACCOUNTING, INVESTMENT, TAX AND ANY OTHER APPLICABLE ADVISORS, IN VIEW OF THE PROSPECTIVE PURCHASER’S OWN CIRCUMSTANCES. IN ANY CASE, THIS DOCUMENT DOES NOT CONSTITUTE A PURCHASE RECOMMENDATION REGARDING ANY TOKENS PROPOSED OR INTENDED TO BE OFFERED OR SOLD BY THE COMPANY.
    2. These Terms and later communications from WOM may contain forward-looking statements, including the intended actions and objectives of the Company. These statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Company to differ materially from any future results, performance, or goals expressed or implied herein. No representation or warranty is made as to future performance based upon these statements. Additionally,
      1. These forward-looking statements speak only as of their date of publication. WOM has no obligation to provide any updates or revisions to any forward-looking statement to reflect any change in its expectation or circumstances.
  5. General Terms.
    1. Reservation of Rights. WOM and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of Singapore, the United States and other countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
    2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between WOM and you regarding the Services and Data, and these Terms supersede and replace all prior oral or written understandings or agreements between WOM and you regarding the Services and Data. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without WOM’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. WOM may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
    3. Notices. Any notices or other communications provided by WOM under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of sending will be deemed the date on which such notice is transmitted.
    4. Waiver of Rights. WOM’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WOM. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  6. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback, as well as any questions about these Terms or services, at:
    Email: info@womprotocol.io
    Address: 1 Nanson Road Level 3, Singapore 238909
      1. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

 

APPENDIX A: ADDITIONAL RISK FACTORS

 

You acknowledge and agree that there are numerous risks associated with acquiring WOM Token, holding WOM Token, and using WOM Token for participation in the WOM Protocol. If you have any queries or require any clarification regarding these risks, please contact us at info@womprotocol.io.

 

a. Uncertain Regulations and Enforcement Actions

 

The regulatory status of WOM Token and distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern virtual currencies or virtual currency markets. It is impossible to predict how, when or whether regulatory agencies may apply existing regulations or create new regulations with respect to such technology and its applications, including WOM Token and/or the WOM Protocol. Regulatory actions could negatively impact WOM Token and/or the WOM Protocol in various ways. WOM or WOM may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

 

b. Risks associated with the Blockchain Protocol

 

Given that WOM Token and the WOM Protocol are based on blockchain protocol and architecture, any malfunction, breakdown or abandonment of the relevant blockchain protocol or architecture may have a material adverse effect on WOM Token and/or the WOM Protocol. Moreover, advances in cryptography, or technical advances (including without limitation development of quantum computing), could present unknown risks to WOM Token and/or the WOM Protocol by rendering ineffective the cryptographic consensus mechanism that underpins that blockchain protocol. The future of cryptography and security innovations are highly unpredictable.

 

c. Security

 

You are responsible for implementing reasonable measures for securing the digital wallet, vault or other storage mechanism you use to receive and hold WOM Token which you have acquired, including any requisite passwords, tokens, private key(s) or other credentials necessary to access such storage mechanism(s). If your passwords, tokens, private key(s) or other access credentials are lost, you may lose access to your WOM Token. WOM cannot be responsible for, and is technologically unable to recover, any such losses.

 

d. Insufficient Information

 

The WOM Protocol is at the stage of development as of the date of these Terms and its algorithm, code, consensus mechanism and/or various other technical specifications and parameters could be updated and changed frequently and constantly. While the marketing materials and Whitepaper released relating to the development of the WOM Protocol has been prepared with the then up-to-date key information of the WOM Protocol, it is not absolutely complete and is subject to adjustments and updates from time to time for optimal development and growth of the WOM Protocol and/or ecosystem on the WOM Protocol. WOM is neither able, nor obliged, to keep you closely posted on every detail of the development of the WOM Protocol (including its progress and expected milestones no matter whether rescheduled or not) and therefore will not necessarily provide you with timely and full access to all the information relating to the WOM Protocol that may emerge from time to time. Due to the nature of the project to develop the WOM Protocol, you accept that such insufficiency of information disclosure is inevitable and reasonable.

 

e. Security weaknesses.

 

Hackers or other malicious groups or organisations may attempt to interfere with WOM Token and/or the WOM Protocol in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, there is a risk that a third party or a member of WOM may intentionally or unintentionally introduce weaknesses into the core infrastructure of WOM Token and/or the WOM Protocol, which could negatively affect WOM Token and/or the WOM Protocol.

 

f. Risks associated with markets for WOM Token

 

TWOM does not guarantee the availability or performance (e.g. liquidity) of any third-party cryptocurrency exchange markets for WOM Token. WOM Token is intended to be used solely within the network for the WOM Protocol, hence there may be illiquidity risk with respect to any WOM Token you hold.

 

WOM Token is not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor is it backed by any hard assets or other credit nor is it a “commodity” in the usual and traditional sense of that word. WOM is not responsible for, nor does WOM pursue, the circulation and trading of WOM Token on any third-party market. Trading of WOM Token will merely depend on the consensus on its value between the relevant market participants. No one is obliged to acquire any WOM Token from any holder of WOM Token, nor does WOM or anyone else guarantee the liquidity or market price of WOM Token to any extent at any time. Furthermore, WOM Token may not be resold to a transferee who is a citizen, national, resident (tax or otherwise), domiciliary or green card holder of a Restricted Country or to acquirors where the acquisition of WOM Token may be in violation of applicable laws. Accordingly, WOM cannot ensure that there will be any demand or market for WOM Token, or that the price you pay for WOM Token is indicative of any market valuation or market price for WOM Token.

 

Any secondary market or exchange for trading WOM Token, if such exists, would be run and operated wholly independently of WOM, the issuance of WOM Token and the WOM Protocol. WOM will not create or administer such secondary marketsm nor will it act as an exchange for WOM Token. Even if secondary trading of WOM Token is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to WOM Token (e.g., as denominated in a virtual or fiat currency), such value may be extremely volatile, decline below the price which you have paid for WOM Token, and/or diminish to zero.

 

g. Risk of Uninsured Losses

 

WOM Token is uninsured unless you specifically obtain personalized private insurance to insure them. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

 

h. Taxation risks

 

You must seek your own tax advice in connection with the acquisition, holding and/or usage of WOM Token, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements. The price that you pay for WOM Token is exclusive of all applicable taxes (including without limitation obligations to pay value added, sales, use, offerings, withholding taxes, income or similar taxes) (Taxes). The onus for determining the Taxes applicable to your acquisition, holding and/or usage of WOM Token lies solely with you. It is also your sole responsibility to comply with all relevant tax reporting requirements arising out of or in connection with your acquisition, holding and/or usage of WOM Token. Be advised that you may acquire tax liability for WOM tokens as a mere consequence of (a) earning them, and/or (b) disposing of them, even if you did not purchase them initially. WOM is not responsible for collecting, reporting, or remitting any Taxes arising from your acquisition, holding and/or usage of WOM Token. WOM cannot and does not provide any tax advice and it recommends that you seek appropriate professional advice in this area if required.

 

i. Competitors

 

It is possible that alternative networks could be established that utilise the same or similar code and protocol underlying WOM Token and/or the WOM Protocol and attempt to re-create similar facilities. The WOM Protocol may be required to compete with these alternative networks, which could negatively impact WOM Token and/or the WOM Protocol.

 

j. Risk of Dissolution of WOM or the WOM Protocol

 

Start-up companies such as WOM involve a high degree of risk. Financial and operating risks confronting start-up companies are significant, and WOM is not immune to these. Start-up companies often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

 

It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of virtual and/or fiat currencies, decrease in the utility of WOM Token due to negative adoption of the WOM Protocol, the failure of commercial relationships, or intellectual property ownership challenges, the WOM Protocol may no longer be viable to operate and WOM or WOM may be dissolved.

 

k. Risks Arising from Lack of Governance Rights

 

Because WOM Token confers no governance rights of any kind with respect to the WOM Protocol or WOM, all decisions involving the WOM Protocol or WOM will be made by WOM at its sole and absolute discretion, including, but not limited to, decisions to discontinue the services and/or ecosystem on the WOM Protocol, to create and sell more WOM Token for use in the ecosystem on the WOM Protocol, or to sell or liquidate WOM. These decisions could adversely affect the WOM Protocol and WOM Token you hold.

 

l. Loss of Talent

 

The development of the WOM Protocol depends on the continued co-operation of the existing technical team and expert consultants, who are highly knowledgeable and experienced in their respective sectors. The loss of any member may adversely affect the WOM Protocol or its future development. Further, stability and cohesion within the team is critical to the overall development of the WOM Protocol. There is the possibility that conflict within the team and/or departure of core personnel may occur, resulting in negative influence on the project in the future.

 

m. Failure to develop 

 

There is the risk that the development of the WOM Protocol will not be executed or implemented as planned, for a variety of reasons, including without limitation the event of a decline in the prices of any digital asset, virtual currency or WOM Token, unforeseen technical difficulties, and shortage of development funds for activities.

 

n. Risks Involving Cloud Storage

 

As the WOM Protocol may provide a decentralised cloud storage service to individual and institutional clients, including users and applications, the WOM Protocol (and services thereon) are susceptible to a number of risks related to the storage of data in the cloud. The WOM Protocol (and services thereon) may involve the storage of large amounts of sensitive and/or proprietary information, which may be compromised in the event of a cyberattack or other malicious activity. Similarly, the WOM Protocol and/or services thereon may be interrupted and files may become temporarily unavailable in the event of such an attack or malicious activity. Because users can use a variety of hardware and software that may interface with the WOM Protocol, there is the risk that the WOM Protocol and/or services thereon may become unavailable or interrupted based on a failure of interoperability or an inability to integrate these third-party systems and devices that WOM does not control. The risk that the WOM Protocol and/or services thereon may face increasing interruptions and the ecosystem on the WOM Protocol may face additional security vulnerabilities could adversely affect the WOM Protocol and ecosystem thereon, and therefore the future utility of any WOM Token that you hold.

 

o. Other risks

 

In addition to the aforementioned risks, there are other risks associated with your acquisition, holding and usage of WOM Token, including those that WOM cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the aforementioned risks.

 

(1) Available at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf

(2) See also FTC’s Endorsement Guides: What People Are Asking, https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking#affiliateornetwork

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