Terms and Conditions of WMC Token Pre-sale
Last updated: January 2018
THESE TERMS AND CONDITIONS OF WMC Token Pre-sale ("Terms") GOVERN YOUR PURCHASE OF THE WMC TOKENS ("WMC Tokens") DURING THE WMC TOKEN PRE-SALE (AS DEFINED BELOW) PROVIDED THROUGH THE WEBSITE weekendmillionaires.club and wmc.si ("the Website").
PLEASE READ THESE TERMS CAREFULLY BEFORE APLLYING FOR THE WMC Token Pre-sale OR PURCHASING ANY WMC TOKENS DURING THE WMC TOKEN PRE-SALE (i.e. CONTRIBUTING ANY AMOUNT OF ETH TO THE INDICATED WALLET ADDRESS), AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY IN CONNECTION WITH PARTICIPATING IN THE WMC Token Pre-sale AND WMC Token Pre-sale KYC, USING THE WMC PLATFORM OR OTHER SERVICES PROVIDED BY WMC AND ACCEPTING WMC Tokens. BY SELECTING "I AGREE", APLLYING FOR THE WMC Token Pre-sale OR PURCHASING ANY WMC TOKENS DURING THE WMC TOKEN PRE-SALE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THESE TERMS AND YOU ARE AGREEING TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT APLLY FOR THE WMC Token Pre-sale OR PURCHASE ANY WMC TOKENS DURING THE WMC Token Pre-sale.
Your purchase of WMC Tokens during the WMC Token Pre-sale from WMC, videoprodukcija d.o.o., a private limited company organized under the laws of Slovenia with its identification number 8070881000, tax number SI 15430928 and its business address Toško Čelo 36, 1000 Ljubljana, Slovenia, (referred as the "Company," "we," or "us") is subject to these Terms. Each of you and Company is a "Party" and, together, the "Parties."
By purchasing WMC Tokens from us during the WMC Token Pre-sale, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please contact us at firstname.lastname@example.org.
You and Company agree as follows:
The Capitalized terms defined below in this section will have the meaning assigned to them here throughout this entire document unless explicitly mentioned otherwise:
The Company, we or us mean the company WMC, videoprodukcija d.o.o., a private limited company organized under the laws of Slovenia with its identification number 8070881000, tax number SI 15430928 and its business address Toško Čelo 36, 1000 Ljubljana, Slovenia;
Website mean websites located on the following web addresses: www.wmc.si and www.weekendmillionaires.club;
Goldenpaper means one of the accompanying documents published by the Company on the Website, describing business plan, roadmap, technical and marketing details of the WMC Token Pre-sale and WMC Token sale, the idea and purpose of the WMC Token, as well as respective pricing and tokens distribution plan;
WMC Token Pre-sale KYC means a procedure of approving and accepting Users which sent their User Credentials to the Company;
Token Pre-sale participants mean Users which sent their User Credentials to the Company in the WMC Token Pre-sale KYC and were accepted to the Token Pre-sale List of participants by the Company;
Token Pre-sale List of participants means a list of all Users which are Token Pre-sale participants;
Ethereum contract address of the Company means a public Ethereum wallet address assigned to the Company and used for the receipt of the Payment Currency in the WMC Token Pre-sale by the Company. Ethereum contract address of the Company represents a Smart Contract System;
WMC Token Pre-sale means a Token Pre-sale of the WMC Tokens which will be held during the Token Pre-sale Period during which the WMC Tokens will be sold to the Users with additional bonus of 50% and will be followed by the WMC Token sale;
Token Pre-sale Period means a time period which will begin at 20:00 CET on 14 January 2018 and end on 20:00 CET on 24 January 2018 or earlier if the maximum WMC Token Per-sale hard cap is achieved or as decided by the Company;
WMC Tokens mean ERC-20 tokens on Ethereum protocol which will be generated and distributed during the WMC Token Pre-sale and WMC Token sale and will be used for participating in the Events;
WMC Token sale means a token generation event where the WMC Tokens will be generated, sold and distributed to the Users. The WMC Token sale shall begin in May 2018. The exact date of the WMC Token sale will be published on the Website after the WMC Token Pre-sale will be concluded;
Payment Currency means a currency in which the WMC Tokens shall be paid during the WMC Token Pre-sale, regardless of the fact that the price of WMC Token is set in USD. The Payment Currency for the WMC Token Pre-sale is Ethereum ("ETH");
Exchange Rate means the exchange rate at which Payment Currency will be exchanged for USD and will be fixed by the Company for the WMC Token Pre-sale. When calculating the Exchange Rate Payment Currency/USD, the Company will rely on coinmarketcap.com within approximately from one (1) to twelve (12) hours prior to the time of the start of the WMC Token Pre-sale. The Exchange Rate will be published on the Website. We reserve the right to adjust the Exchange Rate Payment Currency/USD once per day in case of major Exchange Rate Payment Currency/USD price fluctuations;
Smart Contract System means parts of these Terms which are directly written into lines of code and are self-executed by the Ethereum network. The code exists across a distributed, decentralized blockchain network. Smart Contract System permits trusted transactions and agreements to be carried out among disparate, anonymous parties without the need for a central authority, legal system, or external enforcement mechanism. It renders transactions traceable, transparent, and irreversible;
User means an individual or entity who access the Website, participates in WMC Token Pre-sale KYC, in WMC Token Pre-sale or in WMC Token sale or uses the Smart Contract System or Services;
The Events mean luxury events which will be organized and financed by the Company. Everyone that owns a WMC Token(s) will be eligible to register for participation in the Events. More information about the Events is provided in Exhibit A;
The Services mean all services which will be enabled or provided by the Company, relate to the Events, registration as potential participant in the Events or gamification selection process, WMC app, WMC Token Pre-sale, WMC Token sale, Ethereum contract address of the Company, User's WMC Token Address or other services which are available on the Website or described in the Goldenpaper;
WMC app means an application for smart devices and an interface for the Website, through which the Users will register for participation in the Events, access all project- related content, all merchandise as well as have the insight into the project development and the current course of the project. The WMC app wil enable creation of the user accounts and generation of token wallets.
Intellectual property means all copyright and other intellectual property rights, including inventions, creations, discoveries, knowhow, processes, marks, signs, designs, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable as a trademark, patent, design or a copyright work, and any trademarks, copyrights, designs or patents based thereon over all content and other materials contained on Website or provided in connection with the Services, the Company, the Events and WMC Token Pre-sale and WMC Token sale, including, without limitation, the logos and all designs, text, graphics, user interface, visual interface, photographs, pictures, artwork, information, data, software, source code, as well as the compilation thereof, sound files, other files, design, structure, selection, coordination, expression and other content connected to the Website and the selection and arrangement thereof;
Company Parties means the Company's respective past, present and future employees, officers, directors, contractors, consultants, attorneys, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns;
User Credentials mean all personal information and documents from the User provided in the WMC Token Pre-sale KYC procedure to the Company and the Redeem code;
Payment Currency tiers means tiers in the WMC Token Pre-sale KYC procedure, which are divided according to the amount of Payment Currency the Users are willing to contribute in the WMC Token Pre-sale, and which define which personal information and documents the User is obliged to provide to the Company in the WMC Token Pre-sale KYC;
User's WMC Token Address means a public Ethereum wallet address that supports the ERC-20 WMC Token standard from which the Users send their Payment Currency to the WMC Token Pre-sale and to which the WMC Tokens will be sent;
Redeem Code means a code which will be provided by the Company to all the Users which sent their Payment Currency to the WMC Token Pre-sale from their addresses on their crypto currency exchanges and will be required by these Users to redeem their WMC Tokens to their User's WMC Token Address which will be specified in the redeem process;
Force Majeure Event means any governmental or relevant regulatory regulations, acts of God, war, riot, civil commotion, fire, flood, or any disaster or an industrial dispute of workers unrelated to you or the Company. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its agents, employees, consultants, contractors and sub-contractors.
2. Scope of Terms
These Terms are a legally binding Agreement between you, on the one part, and the Company, on the other part. Unless otherwise stated herein, these Terms only govern your purchase of WMC Tokens from the Company in the WMC Token Pre-sale, WMC Token Pre-sale KYC or just viewing certain pages of the Website, including but without limitation, for the purpose of obtaining WMC Tokens.
These Terms are effective at the time you acknowledge that you have read them and you are agree to be bound by them.
Any use of WMC Tokens in connection with register for participation in the Event or using other Services may be governed by other applicable terms and conditions and policies.
The Company reserves the right, at its own and complete discretion, to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website.
By accepting these Terms, using Website, participating in the WMC Token Pre-sale and/or purchasing WMC Tokens, you covenant, represent, and warrant that: you are of an age of majority to enter into this Agreement, meet all other eligibility and residency requirements, and are fully able and legally competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth herein and to abide by and comply herewith.
Natural persons and legal entities that are not capable of holding legal rights and obligations are not allowed to participate in the WMC Token Pre-sale. If the Company becomes aware that such natural person or legal entity was accepted to the Token Pre-sale List of participants, it will remove such Token Pre-sale List Participant from the Token Pre-sale List of participants, refund its payment contribution and block his User's WMC Token Address.
By transferring Payment Currency to the Ethereum contract address of the Company and/or accepting WMC Tokens, you expressly agree to all of the terms and conditions set forth in Smart Contract System existing on the Ethereum blockchain, which is incorporated by reference herein. You further confirm to have carefully reviewed the Smart Contract System, its functions and the terms and conditions applicable for the Smart Contract System.
You shall not use the Website or participate in WMC Token Pre-sale if such use is prohibited under applicable law. In particular, should any limitation or prohibition as to your acceptance or use of any amount of WMC Tokens exist under applicable law, you shall not enter into this Agreement. You are solely responsible and liable for compliance with applicable law of your jurisdiction and shall indemnify, defend and hold harmless Company Parties from any violation of the applicable law of your jurisdiction.
3. Eligibility - WMC Token Pre-sale KYC
You understand and accept, that participation in the WMC Token Pre-sale will not be possible from a public Ethereum wallet address that has not been previously registered according to the procedure defined herein, unless otherwise specified in these Terms.
In order to be eligible to participate in the WMC Token Pre-sale and purchase the WMC Tokens, you will have to undergo our WMC Token Pre-sale KYC. On the Website, you will be prompted to provide us with your email address. Once you submit your email address, we will process it and send an email to your email address provided in order to verify it. You need to have access to your email address in order to verify it. You will be requested to click on a unique link provided in our email to verify your email address.
Once your email address will be successfully verified you will be prompted to provide us with your personal information depending on the amount of Payment Currency you would like to contribute.
Payment Currency tier 1
In case you would like to contribute up to 8,00 Payment Currency you will be required to provide your name, address of your permanent residence, email address, your country of tax residency and User's WMC Token Address.
Payment Currency tier 2
In case you would like to contribute more than 8.00 Payment Currency you will be required to provide you name, address of your permanent residence, email address, your country of tax residency, User's WMC Token Address and a copy of your personal identification document.
Only Users from the Payment Currency tier 1 will be enabled to send their Payment Currency to the WMC Token Pre-sale from their address on any crypto currency exchange (i.e., Poloniex, Coinbase, Bitfinex, etc). The Users which will select this option will not be required to provide their User's WMC Token Address in the WMC Token Pre-sale KYC procedure. We reserve the right to prescribe additional guidance regarding specific wallet requirements.
Once you will provide to us all the above User Credentials we will process your WMC Token Pre-sale KYC application. It is in our sole discretion to select which participants among the once which provided us with their User Credentials in the WMC Token Pre-sale KYC and for what amount of Payment Currency will be accepted to the Token Pre-sale List of participants and approved as Token Pre-sale participants. The Company has absolute discretion and may reject you and any amount of Payment Currency you paid for any reason or no reason at all. The final decision who and for what amount of Payment Currency will be added to the Token Pre-sale List of participants will be made by us as soon as technically possible, but not later than three days after we will receive your User Credentials. Only Token Pre-sale participants will be provided with a welcoming email which will instruct you how to proceed with the purchase of the WMC Tokens.
You confirm by using the WMC Token Pre-sale and providing your User Credentials to the Company, that all information provided within the WMC Token Pre-sale KYC is true and accurate and that that you do not act on behalf of any third party.
Upon our request, you will immediately provide to us any information and documents that we, in its sole discretion, deem necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver's license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent that you will disclose such information and documents to us in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that we may refuse to distribute WMC Tokens to you until such requested information is provided.
4. WMC Token Pre-sale
The Company will sell WMC Tokens in the WMC Token Pre-sale only to the Token Pre-sale participants. Only Token Pre-sale participants will be eligible to purchase the WMC Tokens during the WMC Token Pre-sale according to their Payment Currency tier.
The Company will conduct WMC Token Pre-sale during the Token Pre-sale Period.
In the welcoming email, you will be provided with public Ethereum contract address of the Company which will be used for the WMC Token Pre-sale. The Users which will send their Payment Currency to the WMC Token Pre-sale from their wallet address of any crypto currency exchange will be provided with a different public Ethereum contract address of the Company which will be used in their case for the WMC Token Pre-sale. Please do not send any Payment Currency to the address if you see any discrepancies. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of WMC Tokens.
During the WMC Token Pre-sale the bonus for the exclusive duration of the Token Pre-sale Period is 50%, which means that all participants in the WMC Token Pre-sale receive additional 50% of WMC Tokens. The USD price per one (1) WMC Token during the WMC Token Pre-sale is $5. While the WMC Token price is set in USD, you must pay for WMC Tokens in Payment Currency.
You must pay the purchase price for the WMC Tokens in Payment Currency by sending the Payment Currency to the public Ethereum contract address of the Company provided to you in the welcoming email. You will be entitled to the amount of WMC Tokens which equals to the amount of Payment Currency you sent to the Ethereum contract address of the Company multiplied by the Exchange Rate and divided by the USD price of one (1) WMC Token (5 USD). In addition to this amount you will be entitled to additional 50% of WMC Tokens as the WMC Token Pre-sale bonus.
If you will be sending your Payment Currency to the WMC Token Pre-sale from your wallet address on your crypto currency exchange you will be provided with a Redeem code at the latest fourteen (14) days after the WMC Token Pre-sale will be concluded.
Your purchase is not guaranteed until we receive the amount of the Payment Currency you sent to the Ethereum contract address of the Company. If we have not received your payment of the Payment Currency within the Token Pre-sale Period, we reserve the right to void your purchase request and refuse to accept your payment. For the avoidance of doubt, your payment of the Payment Currency will be deemed to be paid once we have received three (3) network confirmations of the transaction. We reserve the right, in our sole discretion, to modify any of the timelines and procedures described herein to account for network congestion or other technical challenges.
After we receive your contribution we will process it, check if your contribution amount corresponds to Payment Currency tier and accept or deny your amount of Payment Currency. Accordingly, we will add your actual amount of Payment Currency contributed to the Token Pre-sale List of participants.
The Company anticipates that WMC Tokens, based on the funds raised during the WMC Token Pre-sale, will be generated, distributed and delivered fourteen (14) days after the WMC Token Pre-sale is completed. The Company reserves the right to extend the WMC Token delivery date for up to two (2) additional weeks if necessary to address any unanticipated technical difficulties and issues or security issues. For the avoidance of doubt, any extension of the WMC Token delivery shall not affect the obligation of the Company and you to make and take delivery, respectively, of WMC Tokens purchased. Although the Company does not anticipate any technical difficulties and issues or security issues arising from the WMC Token Pre-sale, these two (2) additional weeks timeframe is intended as a precautionary buffer period for Company to resolve any such technical difficulties and issues or security issues.
The Users which sent their Payment Currency to the WMC Token Pre-sale from their wallet address on any crypto currency exchange will be able to redeem their WMC Tokens after the WMC Tokens will be generated, distributed and delivered to the Users which sent their Payment Currency to the WMC Token Pre-sale from User's WMC Token Address. In order to redeem the WMC Tokens the User will be required to submit his Redeem code and his User's WMC Token Address in to the special redeem form located on the Website. Once the User will complete and submit the redeem form the Company will, at the latest in one week after the User submitted his redeem form, check all the User Credentials, check if User's contribution amount corresponds to Payment Currency tier and accept or deny his amount of Payment Currency. If the company will accept such User and his amount of Payment Currency the WMC Tokens will be distributed and delivered to such User at the latest in fourteen (14) days after acceptance.
The WMC Tokens distributed during the WMC Token Pre-sale contribution period will not exceed 3% of all the available WMC Tokens assigned to the contributors including 50% WMC Tokens which will be distributed as bonuses. With other words, during the WMC Token Pre-sale not more than total of 600,000 WMC Tokens (400,000 WMC Tokens available for purchase and 200,000 WMC Tokens for bonuses) out of 20,000,000 WMC Tokens will be distributed. In case the maximum number of available WMC Tokens for the WMC Token Pre-sale are not sold in the WMC Token Pre-sale, the remaining WMC Tokens will be added to the WMC Token supply available in the WMC Token Crowdsale.
The funds raised during the WMC Token Pre-sale will be used as described in the Exhibit A. If the funds raised during the WMC Token sale do not reach the minimum target for the WMC Token sale by the termination of the WMC Token sale, the Smart Contract System will not deliver WMC Tokens to the contributors in the WMC Token sale and will instead return the payment received during the WMC Token sale from Users to the User's WMC Token Address. In that circumstance, the Company will not return the payments received during the WMC Token Pre-sale from Users as they will be used according to the WMC Token Pre-sale goals described in the Exhibit A and we will have no further obligations to Users, under these Terms or any other agreement.
You agree not to share your User Credentials and public Ethereum contract address of the Company provided in the welcoming email with any other person for the purpose of facilitating their unauthorized access to the WMC Token Per-Sale. If you do share your User Credentials with anyone we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the WMC Token Per-Sale through the use of your User Credentials or your User's WMC Token Address. We reserve the right to suspend or block your access to the WMC Token Per-Sale upon suspicion of any unauthorized access or use, or any attempt thereof, by anyone using your User Credentials or your User's WMC Token Address. You may lose all your payments if made from the suspended or blocked User's WMC Token Address or using suspended or blocked User Credentials.
At any time during the Token Pre-sale Period and at its sole discretion, Company may by notice on the Website, temporarily or permanently suspend the WMC Token Per-Sale for technical or security reasons and such suspension shall take effect from the moment of publication of such notice until the same is updated or removed from the Website. You agree not to send any contributions in any Payment Currency during such a suspension period and accept the risk that any contribution sent during such a suspension period may be lost in its entirety. Company is not responsible or liable for returning or refunding any losses incurred by you due to sending a contribution during a suspension period.
If the Company will at its sole discretion or as fulfilment of its obligations according to these Terms return the User's contribution to the User for any reason, the User will be obliged to pay any transaction fees and other costs related to such return or transaction.
Important information about the procedures and material specifications of the Company, the Events and WMC Tokens is provided in Exhibit A. By participating in the WMC Token Per-Sale and purchasing WMC Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
5. Purpose and Use of WMC Tokens
WMC Tokens have no rights, uses or attributes outside of scope of the Services.
WMC Tokens distributed in the WMC Token Pre-sale will not be transferable and the Users will not be able to send them to other wallets until the end of the WMC Token sale. This restriction will be eliminated after the conclusion of the WMC Token sale.
The WMC token is going to be distributed on the Ethereum blockchain to obtain initial funding for the Company's project. Token holders are going to form our community, which will be able to influence the direction of the project and participate in the events. To register as potential participants for the event, token holders are required to send the WMC Tokens to the event-generated smart contract, all done through our user friendly interface and/or mobile app. Based upon the results of "gamification", six participants will be selected for the event. WMC tokens can be acquired in the WMC Token Per-Sale or in the WMC Token sale. Nevertheless, the Company gives no warranties that WMC Token will be exchangeable on specific platforms or that it shall remain exchangeable on the exchanges.
WMC Tokens are not securities as defined under applicable laws of Slovenia. Therefore, the WMC Tokens have not been registered with any competent regulator. WMC Tokens may not be offered, sold or otherwise transferred, encumbered or otherwise used except as permitted under applicable laws.
Important information about the procedures and material specifications of the Company, Events and WMC Tokens is provided in Exhibit A. By participating in the WMC Token Per-Sale and purchasing WMC Tokens, you acknowledge that you have read, understand, and have no objection to Exhibit A.
6. Possible Migration of WMC Tokens
WMC Tokens are being created as ERC-20 tokens on the Ethereum protocol. We reserve the right to migrate the ERC-20 based WMC Tokens to another protocol and to generate replacement WMC Tokens on the new protocol in the future, should we determine, in our sole discretion, that doing so is necessary or useful of our operation and organizing the Events.
Should we decide to migrate the WMC Tokens, we will notify you via the email address you provided to us during the WMC Token Pre-sale KYC.
7. WMC Token Creation and Allocation
All WMC Tokens sold in the WMC Token Pre-sale will be created and distributed according to the rules of the WMC Token sale defined in the Exhibit B, unless otherwise specified in the Section 4 and Section 5 of these Terms. By participating in the WMC Token Per-Sale and purchasing WMC Tokens, you acknowledge that you have read, understand, and have no objection to the Exhibit B.
8. Refusal of Purchase Requests
All purchases of WMC Tokens from us and/or your acceptance of WMC Tokens during the WMC Token Pre-sale are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse or cancel WMC Token purchase requests at any time in our sole discretion. To the greatest extent legally possible, the User hereby waives any statutory or contractual right to withdraw from, or to rescind, these Terms. To the extent the Company, in its sole discretion, decides to make a refund, any refunds will be made in the Payment Currency not in USD or any other fiat currency. We are not responsible for any delays, losses, costs, non-delivery of refunds or of WMC Tokens, or other issues arising from the failure to provide, or providing an inaccurate or incomplete User's WMC Token Address.
You acknowledge and agree that these Terms are in respect of distance contracts excluded from the right of withdrawal since they concern the supply of goods for which the price is dependent on fluctuations in the market which cannot be controlled by us and which may occur within the withdrawal period.
You acknowledge and agree, in addition and without limitation to any other applicable exceptions, that the exception regarding the digital content on a non-tangible medium in respect of distance sales applies since these Terms concerns the supply of digital content on a non-tangible medium. You hereby waive the right to withdrawal from these Terms in a period of 14 days. Furthermore you give the express consent and acknowledge that you thereby lose your right of withdrawal.
9. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing, holding, owning, and using WMC Tokens, participating in the WMC Token Pre-sale, with the provision or receipt of Services and accessing or using the Website, as disclosed and explained in Exhibit C. BY PURCHASING WMC TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the User's WMC Token Address, your wallet, vault, or other storage mechanism you use to receive and hold WMC Tokens purchased from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your WMC Tokens. We are not responsible or liable for any losses, costs, or expenses relating to lost access credentials.
11. Personal Information
As part of the WMC Token Pre-sale KYC, we may request certain information about you in order to distribute WMC Tokens to you. If you do not provide the information requested by us, then we may be unable to distribute WMC Tokens to you.
We may determine, in our sole discretion, that it is necessary to obtain additional information about you which were not obtained during the WMC Token Pre-sale in order to comply with applicable laws or regulations in connection with selling WMC Tokens to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell or distribute WMC Tokens to you until you provide such requested information and we have determined that it is permissible to sell you WMC Tokens under applicable laws or regulations.
It is your responsibility to determine what, if any, taxes apply to your participation in the WMC Token Pre-sale or purchase of WMC Token, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authority and all your factual and potential tax obligations are your concern. You agree that the Company is not in any case and under no conditions responsible for determining whether taxes apply to your participation in the WMC Token Pre-sale or purchasing WMC Tokens or for collecting, reporting, withholding or remitting any sales, use, value added, or similar taxes arising from participation in the WMC Token Pre-sale or purchasing WMC Tokens. You also agree that the Company is not in any case and under no conditions bound to compensate for your tax obligation, to give you any advice related to tax issues or to act and cooperate in any proceeding, in which you would claim or enforce tax benefits under any bilateral or multilateral tax agreement or under any other national or international tax regime.
Any amounts that you pay for WMC Tokens are exclusive of any applicable taxes and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon our request, you will provide to us any information that we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify the Company and will pay the Company any additional amounts necessary to ensure that the net amount received by the Company, after any deduction and withholding, equals the amount the Company would have received if no deduction or withholding had been required. Additionally, you will provide the Company with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
13. Representations and Warranties
The Company warrants that the Services and participant selection process will not classify as gambling according to any applicable law.
By sending Payment Currency to purchase WMC Tokens from us, you represent and warrant that:
- You have read and understand these Terms (including all Exhibits);
- YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH PURCHASING, HOLDING, OWNING AND USING WMC TOKENS, WITH THE PROVISION OR RECEIPT OF SERVICES AND ACCESSING OR USING THE WEBSITE (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN EXHIBIT C;
- You have sufficient understanding of technical and business matters (including those that relate to the Services and the Events), cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing WMC Tokens;
- You know how to manage these digital technologies, and you are solely responsible for any evaluations, decisions and actions you make concerning cryptographic tokens, cryptocurrencies and blockchain-based systems;
- You have necessary and relevant experience and knowledge to deal with cryptographic tokens, cryptocurrencies and Blockchain-based systems to competently enter into this Agreement;
- You understand the restrictions and risks associated with the creation of WMC Tokens as set forth herein, and acknowledge and assume all such risks;
- You have obtained sufficient information about the WMC Tokens, the Services and the Events to make an informed decision to purchase WMC Tokens;
- You understand with regard to WMC Tokens no market liquidity may be guaranteed and that the value of WMC Tokens over time may experience extreme volatility or depreciate in full;
- You understand that if the funds raised during the WMC Token sale do not reach the minimum target for the WMC Token sale by the termination of the WMC Token sale, the Company will not return you the amount of Payment Currency you contributed in the WMC Token Pre-sale, as the funds raised during the WMC Token Pre-sale will used as described in the Exhibit A.
- You understand that your WMC Tokens purchased in the WMC Token Pre-sale could be unusable if the funds raised during the WMC Token sale do not reach the minimum target for the WMC Token sale by the termination of the WMC Token sale.
- You have carefully reviewed and understand the Smart Contract System, its functions and the terms and conditions applicable for the Smart Contract System;
- You will fully comply with the WMC Token Pre-sale KYC as described in Section 3, the WMC Token Pre-sale as described in Section 4, and the WMC Token sale procedures as described in Exhibit B and provide the Company with true, exact and current information and data the Company requests from you.
- You understand that the WMC Tokens confer only the right to register as potential participant for the Event, and confer no other rights of any form with respect to the Company, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You understand, agree and accept that while the individuals and entities, including the Company, assigned to this task will make reasonable efforts to organize Events, it is possible that such development may fail and your WMC Tokens become useless and/or valueless due to technical, commercial, regulatory or any other reasons;
- You are aware of the risk that even if all or parts of the Company's project, the Services, WMC app and Events are successfully developed and released in full or in parts, due to a lack of public interest, the Company's project or the Services could be fully or partially abandoned, remain commercially unsuccessful or be shut down for lack of interest, regulatory or other reasons. You therefore understand and accept that the transfer of Payment Currency to the relevant Smart Contract System, the creation of WMC Tokens by the Smart Contract System and/or and the acceptance of WMC Tokens carry significant financial, regulatory and/or reputational risks, including the complete loss of value of created WMC Tokens, if any, and attributed features of the Events or Company's project;
- You are purchasing WMC Tokens solely for the purpose of obtaining the right to register as potential participant for the Event, and supporting the development, testing, deployment and operation of the Company's project, being aware of the commercial risks associated with the Company and the Company's project. You are not purchasing WMC Tokens for any other purposes, including, but not limited to, any investment, speculative or financial purpose;
- Your purchase and acceptance of WMC Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase and acceptance of the WMC Tokens and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase and acceptance, and (iii) any governmental or other consents that may need to be obtained;
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase and acceptance of WMC Tokens;
- If you are purchasing WMC Tokens on behalf of any entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to "you" in these Terms refer to you and such entity, jointly);
- You are not citizen, lawful permanent resident or domiciled in the United States of America, Canada, South Korea, Singapore, China, or in any jurisdiction or country where such distribution, purchase, ownership, sale, acceptance or usage of WMC Tokens, participation in the WMC Token Pre-sale or usage of the Services would be contrary to any law or regulation, or which would subject the Company, including their affiliates, or any of their products or services to any registration, licensing or other authorization requirement within such jurisdiction or country. In order to receive WMC Tokens you covenant, represent, and warrant that none of the owners of the company, of which you are an authorized officer, are citizens or permanent residents of these countries, nor do they have a primary residence or domicile in these countries. The Company shall reserve the right to refuse distributing WMC Tokens to anyone who does not meet the required criteria as set out hereunder and by the applicable law. In particular, the Company may refuse distributing WMC Tokens to citizens, permanent residents of these countries and those who do not meet criteria specified in this Section 13 and the Terms. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and log out as potential participant for the Event;
- If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
- Making a contribution and receiving WMC Tokens under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
- Any contribution to be made by you for the purchase of WMC Tokens is not derived from or related to any unlawful or unethical activities, including but not limited to money laundering or terrorist financing activities;
- You shall not use the WMC Tokens to finance, engage in, or otherwise support any unlawful activities, including but not limited to money laundering and the financing of terrorism;
- Your Payment Currency shall be transferred to Company from a digital wallet that: (i.) is registered in your name or in the name of a person who is duly authorized by you to transfer the Payment Currency and is eligible to do so under Section 3 and Section 4; (ii.) is not located in or that is not registered in the name of a person located in or resident of any country or territory that has been designated by the Financial Action Task Force as a "non-cooperative country or territory"; (iii.) technically supports WMC Tokens. You understand and accept, that failure to assure this may have the result that you will not gain access to your WMC Tokens;
- You waive the right to participate in a class action lawsuit or a classwide arbitration against any Company Parties and any entity or individual related to these Terms and the creation, issuance, distribution, acceptance and use of WMC Tokens.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and its Company Parties from and against all claims, demands, actions, damages, losses, liabilities, costs and expenses (including attorneys' fees) that arise from or relate to (i) any third-party claim concerning these Terms, (ii) your use of, or conduct in connection with WMC Token Pre-sale, WMC Token sale, Services, (iii) any feedback you provide, (iv) your purchase, acceptance or use of the WMC Tokens, (v) your responsibilities or obligations under these Terms (vi) your violation of these Terms, (vii) or your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
The Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under Section 14. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves the Company as a result of these Terms. The Company may participate with counsel of its own choosing in any proceedings describing above.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE WMC TOKENS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE WMC TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, (B) WE DO NOT REPRESENT OR WARRANT THAT THE WMC TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE WMC TOKENS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE WMC TOKENS OR THE DELIVERY MECHANISM FOR WMC TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 15 may not apply to you.
Neither these Terms nor the Goldenpaper constitute a prospectus, offering document or private placement memorandum of any sort and are not an offer to sell, nor the solicitation of an offer to buy any investment or financial instrument in any jurisdiction and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. The WMC Tokens are not being structured or sold as securities or any other form of investment product. WMC Token is not an investment, investment product or investment advice.
WMC Token does not have the legal qualification as a security, since it does not give any rights on dividends or interest, any ownership right or stake share or equivalent rights or any right to receive future revenue shares, or any other form of participation in or relating to the Company, nor shall WMC Tokens holders have any influence or rights in the development or governance of the Company. WMC Token is not a share and does not give any right to participate in the general meetings of the Company.
WMC Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit on immediate or future re-sale. There are no guarantees regarding the value of the WMC Token and there is no reason to believe that WMC Token will increase in value, and they might also decrease in value or lose their value entirely.
No regulatory authority has examined or approved of any of the information set out in these Terms and/or the Goldenpaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the Goldenpaper does not imply that applicable laws, regulatory requirements or rules have been complied with.
While every effort will be made by the Company to ensure that information contained on the Website or regarding the Services is correct, the Company disclaims (to the extent permitted by applicable laws) all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website and/or regarding the Services.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE WMC TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE WMC TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE WMC TOKENS.
THE LIMITATIONS SET FORTH IN SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
The Company or any of the Company Parties will not be responsible for any compensation, reimbursement, or damages arising in connection with: (i) your inability to participate in the WMC Token Pre-sale, use the Services, including without limitation as a result of any termination or suspension of the Website or these Terms, power outages, maintenance, defects, system failures, mistakes, omissions, errors, defects, viruses, delays in operation or transmission or any failure of performance, (ii) the cost of procurement of substitute goods or services, (iii) any your investments, expenditures, or commitments in connection with these Terms or your participation in the WMC Token Pre-sale or use of the Services, (iv) your reliance on any information obtained from the Company, (v) Force Majeure Event, communications failure, theft or other interruptions or (vi) any unauthorized access, alteration, deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with WMC Token Pre-sale, WMC Token sale, Services, User Credentials, Ethereum contract address of the Company and User's WMC Token Address.
WMC Token Pre-sale, WMC Token sale, Services and the information, products, and services included in or available through Website may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Company may make improvements or changes on the Website at any time. No information provided to you by the Company shall be considered or construed as advice.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 16 may not apply to you.
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Parties or participants in the WMC Token Pre-sale, Services and the acts or omissions of any third parties. You expressly waive any rights you may have under any relevant law or legal principle that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
18. Dispute Resolution and Governing Law
All questions concerning the construction, validity, enforcement and interpretation of this Agreement and all issues related to WMC Tokens shall be governed by and construed and enforced in accordance with the laws of Slovenia, without regard to its conflict of law provisions or principles that would cause the application of the laws of any other jurisdiction, with exclusive venue for any litigation or other dispute resolution proceeding to be held before the courts of Slovenia.
The place of fulfilment for any of the rights and obligations of you and the Company under these Terms shall be Ljubljana, Slovenia.
To resolve any dispute, controversy or claim between them arising out of or relating to this Agreement, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party.
If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of Slovenian courts to resolve the dispute.
19. Intellectual property
The Company has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, designs, copyrights, know-how, technology and other intellectual property necessary to the conduct of selling of the WMC Tokens, developing and enabling the Services, Website, the Events and the Company's activities generally.
The Company retains all Intellectual property. These materials are protected by Slovenian and international copyright laws and other intellectual property right laws. These Terms shall not be understood and interpreted in a way that they would mean assignment of copyright or other intellectual property rights, unless it is explicitly defined so in these Terms.
There are no implied licenses under the Agreement, and any rights not expressly granted to the User hereunder are reserved by the Company.
If for the purpose of any intellectual property right registration of the Company, any documentary submission or any other action is required from the User, the User must provide the Company with the respective assistance without any remuneration for the same.
The Company will own exclusive rights, including all intellectual property rights, to any feedback including, but not limited to, suggestions, ideas or other information or materials regarding Services, Website, the Events, WMC Token Pre-sale and WMC Token sale or related products that you provide, whether by email, posting through Website or otherwise and you irrevocably and exclusively assign any and all intellectual property rights on such feedback unlimited in time, scope and territory (to the extent permitted by applicable laws) so that the Company has the right to dispose with them without any limitations, including their transfer to any third party without seeking your consent. Any feedback you submit is non-confidential and shall become the sole property of the Company. The Company will be entitled to the unrestricted use, reproduction (including in electronic form), modification (whereby you will not retain any rights on your original feedback), or dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the feedback (to the extent permitted by applicable laws). We have the right to remove any posting you make on Website if, in our opinion, your post does not comply with the content standards defined by these Terms.
20. Communication and support
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that the Company provides in connection with use of the Website, Service, the Events, WMC Token Pre-sale and WMC Token sale or these Terms. You agree that Company may provide these communications to you by posting them via the Website or by emailing them to you at the email address you provide. Any email communication will be considered to be received by you within 24 hours after we email it to you and communication via our Website will be effective upon posting. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
It is your responsibility to keep your email address updated so that you current email address is communicated to the Company and the Company can communicate with you electronically. You understand and agree that if the Company sends you an electronic communication but you do not receive it because your email address is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communications, it will be deemed that you have been provided with the communication. You can update your User Credential any time by sending an email to email@example.com
You may give the Company a notice under these Terms by sending an email to firstname.lastname@example.org or contact the Company through support located on the Website. All communication and notices pursuant to these Terms must be given in English language.
If any term, provision, covenant, restriction, clause or provision of these Terms is held to be invalid, illegal, unlawful, void or unenforceable, the remainder of the terms, provisions, covenants, restrictions, clauses or provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, restriction, clause or provision. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, restrictions, clauses or provisions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
These Terms constitute the entire agreement between you and the Company with respect to the subject matter hereof and substitutes and supersedes any and all previous written or oral statements between you and the Company. No provision of the Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision in the Terms, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to exercise or enforce any right or provision of these Terms will not in any way affect, limit, or waive a Party's rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
The Company may, at its sole discretion, assign its rights and/or delegate its duties under these Terms. You may not assign your rights or delegate your duties, and any assignment or delegation without the written consent of the Company, which the Company may withhold at its sole discretion, shall be void.
We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.
Purchasing WMC Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us.
Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
Parts of these Terms will be automatically executed by the Smart Contract System. In the event of any inconsistency, the Terms are the original source of the rights and obligations and the Smart Contract System serves only for the automatic execution of these Terms. Then in case of conflict between the Terms and Smart Contract System, the Terms will prevail and will therefore be the binding version for both parties.
The Company reserves the right to make changes, amendments, supplementations or modifications to these Terms at any time in its sole discretion and for any reason. We suggest that you review these Terms periodically for changes. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the Website or by posting the amended Terms on the Website and updating the date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new Users for participating in the WMC Token Pre-sale and purchasing WMC Tokens. In all other cases, the amended Terms will become effective for pre-existing Users upon the earlier of either: (i) the date Users receives the notice on the Website or their email address, or (ii) continued participation in the WMC Token Pre-sale 15 days after the Company publishes notice of such changes. Any amended Terms will apply prospectively to the WMC Token Pre-sale after such changes become effective.
The notice of change of these Terms is considered as notice of termination of all rights and obligations between you and the Company derived from these Terms, if you do not accept the amended Terms. If you do not agree to any amended Terms and you communicate your disagreement to the Company, the agreement between you and the Company is terminated by expiry of 15 days period which starts after (i) the Company provides you a notice of change of these Terms or the Company publishes notice of such changes and (ii) you communicated your disagreement with the changes. If you do not inform us regarding your disagreement within the 15 days period after the Company provides you a notice of change of these Terms or the Company publishes notice of such changes, we will deem that you agree with the changed Terms.
These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact the Company and immediately navigate away from the Website. Do not use the Website, Service or other related services and participate in WMC Token Pre-sale or purchase WMC Tokens until you and the Company have agreed upon new terms and conditions.
The rights and remedies conferred on the Company by, or pursuant to, these Terms are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to the Company at law.