Terms and Conditions
Table of Contents
Section I: General Terms & Conditions
Section II: Products Terms & Conditions
Welcome to www.wlth.xyz, a website (“Site”) provided by Metamaster DAO Corp. (“Metamaster”, or WLTH), a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 1557220242 as well as by its affiliated companies which, at the time the last update of this Terms & Conditions (“T&C”), are as follows: WLTH Corp. (“WLTH Corp.”) a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 155767685 (Metamaster and the affiliated companies also indicated as “WLTH Companies”).
WLTH Companies products and services are exclusively offered and furnished by a specific entity within the WLTH Companies. As such, liability for any given product or service is limited solely to the particular company (currently either Metamaster or WLTH) that directly and effectively sells and provides it. This responsibility is further subject to the general limitation of liability provisions as stipulated in Article 6, specifically Sections 6.1 through 6.4.
In Section I, there are WLTH Companies' general terms and conditions applicable to every product and services as well as the website and the app. In Section II, there are the terms and conditions more specific to a particular category of products and services. Section II is divided in various parts on the basis of each category of product or service. Hereinafter Section I will be also indicated as “Terms” and Section II as “Products Terms” or the name given to the Product Terms of each specific category of product or service; this entire document will be indicated, as said above, as “T&C”. Please note that while every product or service offered or commercialized through this Site (even if not exclusively) is subject and is regulated by the Terms, some, but not all, categories of WLTH Companies’s products or services may have additional terms and conditions which may regulate Your use of those services or products and are contained in Section II. In the case of a conflict between Section I and Section II, the Products Terms under Section II will prevail. If a product or a service offered or commercialized through this Site does not have its own specific terms and conditions under Section II only the Terms will be applicable to such a product or such a service.
Should unique provisions be required for a singular product or service, these will be detailed in the respective product or service document under a "Specific Product Terms" section, contained in a specific URL within the Site. This is distinct from Section II, which outlines general terms for product and service categories. In the event of a conflict between Section I and/or Section II and these "Specific Product Terms," the "Specific Product Terms" shall prevail. WLTH Companies are part, and have to be put in the context, of WLTH, a broader and structured decentralized autonomous system (“DAS”) aimed at enhancing the re-appropriation of values by individuals and investors according to the web 3.0 and the crypto ethos by substituting updated governance models with a system based on compliance with rules established in the automated processes and managed by software written and deployed in the blockchain. The DAS is designed to be a self-sustaining, decentralized system but there are, of course, entities involved in DAS setup. These activities are known as “bootloader” activities (named after the program that gets a computer started). It’s important to note that “boot loader” activities are distinct from the activities of the DAS. In the case of the DAS, one of the entities responsible for the DAS boot loader activities is WLTH Companies DAO Corp. This Site itself can be considered to be part of the DAS.
It is important to specify that, accordingly with the decentralized logic of the DAS, amounts of monies paid by You for the use of one of the products and services of the WLTH Companies, as specified in theT&C do not constitute profits or revenues of WLTH Companies but will only be used to pay for the maintenance of the DAS common goods (i.e. the platform, the software, etc.). In other words, WLTH Companies will not distribute any profit to its shareholders but will only operate to pay for the DAS products and services. Every reference in the T&C of a product or a service offered to you has to be understood under the role that WLTH Companies perform as a bootloader of the DAS. The acceptance of the DAS system means the acceptance that, as decentralization ultimately means, WLTH Companies are not in control of many facets of the system which are automatized through smart contract and other means which limit human intervention or, to put under a different point of view, human manipulation and abuse.
Section I: General Terms & Conditions
This Site is provided to you (“You” or “Your” or “User” as well as “you” or “your” or “user”), subject to the following terms & conditions contained in Section I and, where applicable, in those contained in Section II as well as, where applicable, in the Specific Product Terms, as modified and updated from time to time. WLTH Companies and You, collectively referred to as “the Parties” or “Parties”.
The present Terms regulate as well your use of the WLTH App available at https://app.wlth.xyz/.
As indicated above, in the case of conflict between these Terms and the Products Terms, the latter will prevail. Also in the case of conflict between these Terms and the Specific Product Terms related to a specific, unique, product or service, the Specific Product Terms will prevail.
Acceptance and updates
1.1 These Terms, including Section II, the Privacy Policy (“Privacy Policy”) and, when present, the Specific Product Terms, govern your use of WLTH Companies Site as well as of any product or services offered or sold (even if not exclusively) through this Site. To use this Site and purchase any product or services offered or sold (even if not exclusively) through this Site, you must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. To that end, you represent that: (a) if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the legal entity to these Terms; and (b) if you are agreeing to these Terms as a natural person You are at least 18 years old or the age of majority where you reside, whichever is older, and that You can form a legally binding contract online. Persons younger than the age of 18 are considered minors and must be under the care of a parent or guardian unless they are emancipated.
1.2 These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.
1.3 IF YOU DO NOT AGREE TO THESE TERMS, SECTION II, THE PRIVACY POLICY AND, IN CASE, THE SPECIFIC PRODUCT TERMS, YOU MUST IMMEDIATELY TERMINATE USE OF THIS SITE. IF YOU PURCHASE ANY PRODUCT OR SERVICE THROUGH THIS WEBSITE YOU ACCEPT TO BE BOUND BY THESE TERMS AS WELL AS ANY ADDITIONAL TERMS AND CONDITIONS AS POSSIBLY INDICATED SPECIFICALLY FOR THOSE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO SECTION II AND THE SPECIFIC PRODUCT TERMS.
Privacy
2.1 Please read carefully WLTH Companies Privacy Policy, which is a part of these Terms.
Termination, limitations and modifications
3.1 WLTH Companies do not guarantee that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended, or restricted, including because of a fault, error, unforeseen circumstances, or because it is being carrying out planned maintenance. You acknowledge and agree that WLTH Companies have the right in its sole discretion at any time with or without notice and in whole or in part to modify or terminate this Site. WLTH Companies will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason.
3.2 WLTH Companies may also impose, in their sole discretion, limits on certain features and services or restrict your access to parts or the entire Site without notice or liability.
3.3 WLTH Companies reserve the right, at its sole discretion, to modify the Site or any services offered through the Site, or to modify or remove any content on the Site, at any time and without prior notice to you. WLTH Companies are not liable to You or any third party if it decides to exercise this right. Any changes or modifications will be effective immediately upon posting the updated content on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site after such postings will constitute your acknowledgment and acceptance of the revised Site or content.
Use of the Site
4.1 By accessing WLTH Companies Site or purchasing any product or services offered or sold (even if not exclusively) through this Site, you warrant that You:
Have understood that WLTH Companies, this Site and every product or service offered herein is part of the DAS and whatever is said in the Site has to be construed, used and determined under a decentralized point of view and a philosophy compatible with that of DAS. Will not impersonate any person or entity or misrepresent your affiliation with any other person or entity. Will not reproduce or reuse any part or item of the Site. Will use WLTH Companies Site or product and service only as explicitly authorized and in compliance with these Terms and WLTH Companies policies made available to you. Will not make use of any robot, spider, site search or retrieval application, or other manual or automatic means or process to retrieve, extract, index, or data mine any data or content on WLTH Companies Site or in any way reproduce parts of the Site. Will not bypass or circumvent (or attempt to bypass or circumvent) any measures WLTH Companies may use to restrict access to any part of the Site. Are neither a resident of the United States of America nor of the United Kingdom. Are not accessing this Site from Cuba, Iran, North Korea, Sudan, Syria, any of the Crimea, Donetsk People's Republic (DNR) or Luhansk People's Republic (LNR) regions of Ukraine, or any other country or any other country or jurisdiction against which the United States (“US”), United Kingdom (“UK”), European Union (“EU”) or other nation or international organization maintains economic sanctions. Are not currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the OFAC SDN (specially designated nationals), the United Nations Security Council (UN), the EU, or any other governmental authority with jurisdiction over You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU. If You are a legal person or an entity, the legal person or the entity is not, nor any of its directors, shareholders, officers, employees, agents, or any persons or entities directly or indirectly affiliated with it is an individual or entity that is, or is owned or controlled by an individual or entity that is currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the an OFAC SDN (specially designated nationals), the UN Security Council, the EU, or any other governmental authority with jurisdiction over You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU. You possess the experience, knowledge, and expertise to make Your own investment decisions and understand the risks involved; and that, in any case, You are not acting on behalf of, or for the benefit of, nor You intend to transfer any Tokens You may purchase to, any person who does not understand the risks involved. You understood, agreed, and accepted that the WLTH Companies are distinct legal entities. Consequently, and subject to Article 6 below, specifically Sections 6.1 through 6.4 below, any claim or request pertaining to a specific product or service originated, supplied, or vended by a particular company shall be directed solely to that specific company, and not to any other WLTH Companies.
Blockchain and crypto assets
5.1 The Site nor WLTH Companies are brokers or intermediaries and are in no way your agent, advisor, or custodian, and WLTH Companies do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your wallet to interact with any blockchain protocol. Nothing included in the Site constitutes an offer or solicitation to sell, or distribution of, investments and related services to anyone in any jurisdiction. WLTH Companies are not responsible for any activities that you engage in when using blockchain technologies, and you should understand the risks associated with participating in decentralized protocols or blockchains on Ethereum, or other blockchains. Furthermore, You acknowledge and agree that there is significant risk and uncertainty regarding the operation and effects and risks of utilizing novel, experimental, speculative, and experimental cryptographic technologies and blockchain technologies, including tokens, cryptocurrencies, stablecoins, “smart contracts” consensus algorithms, voting systems and distributed, decentralized, or peer-to-peer networks, or systems in connection with the Site or otherwise.
5.2 You further understand that the markets for digital assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time. You acknowledge that WLTH Companies are not responsible for any of these variables or risks, does not own or control the Ethereum blockchain or any other blockchain system and cannot be held liable for any resulting losses that you experience while accessing or using the Site. Finally, by accessing and using the Site, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you take full responsibility for your own knowledge and understanding of the usage and intricacies of digital assets.
5.3 By purchasing one of WLTH Companies products or services You understand crypto related products or services should be purchased only by individuals or companies that have significant experience with, and understanding of, the usage and functioning of the blockchain, cryptocurrencies and of the cryptographic tokens, especially Ethereum-based tokens. While WLTH Companies will always be available to answer technical questions, WLTH Companies will not be responsible in any way for loss of any cryptocurrency resulting from actions taken by, or omitted by You when purchasing or products or using WLTH Companies services. If You do not have such experience or expertise, then You should not purchase WLTH Companies products and services.
5.4 Also, besides your expertise in crypto assets and the blockchain, by purchasing one of WLTH Companies products and services You understand, confirm and accept that blockchain, crypto assets, and tokens products are extremely volatile products and markets and that companies or investment, broadly speaking, focused or simply related to the crypto sector be of extreme risk. Therefore, if You do not want to run such risks please do not invest with WLTH Companies or in one of WLTH Companies products or services.
Limitation of liability
6.1 WLTH Companies Site as well as products and services are offered “as is” and “as available”. To the maximum extent permitted under law, WLTH Companies disclaim all express and implied warranties of any kind with respect to WLTH Companies Site as well as products and services. Any investment in one of the products or services offered or commercialized through this Site (even if not exclusively) is not guaranteed and by investing in one of WLTH Companies products or services. Also You understand that you may lose your entire capital invested in such a product or services and WLTH Companies will not be liable for that towards You.
6.2 WLTH Companies make no representation or warranties about the accuracy, quality, completeness, timeliness, suitability or reliability of content or information available through WLTH Companies Site or through links to third party sites as well as well as in relation to any product or service offered or commercialized through this Site (even if not exclusively).
WLTH Companies do not warrant that the Site service will be uninterrupted or error free or that any information, software or other material available on or accessible through the Web site is free of viruses, worms, Trojan horses or other harmful components (see also below clause 8).
6.3 Under no circumstances shall WLTH Companies or any of its officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to You for an amount exceeding $100.00 US for any claims, proceedings, liabilities, obligations, damages, losses, or costs related to, caused by, or connected with the use of this Site or of a product or a service offered or commercialized through this Site (even if not exclusively). This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if WLTH Companies have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.
6.4 Each product and service is created, provided and sold by one of WLTH Companies. Therefore, you hereby agree and confirm that, subject to the limitation of liability established under this Article 6, specifically Sections 6.1 through this 6.4, every action or claim will be brought only against the one of the WLTH Companies which created and sold the product or service at issue and not against the other WLTH Companies.
Right of Withdrawal for EU consumer clients
7.1 If You are a resident in the European Union and a consumer, pursuant to the notion contained in Article 1 of European Union Directive 2011/83 (“consumer means any natural person who, in contracts covered by this Directive, is acting for purposes which are outside his trade, business, craft or profession”), and You are based in the European Union You hereby expressly consent to lose Your right of withdrawal in relation to any product or services purchased through (even if not exclusively) this Site, pursuant to Article 16, letter m, of European Union Directive 2011/83 (as implemented in each Member State) as this is a contract for the supply of digital content which is not supplied on a tangible medium. Hereby, You irrevocably provide Your express consent to begin the performance during the right of withdrawal.
Indemnity
8.1 You agree to hold harmless, release, defend, and indemnify WLTH Companies and its officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Site; (b) your purchase or use of a product or a service offered or commercialized through this Site (even if not exclusively); (c) your violation of any term or condition of these Terms, the right of any third party, or any other applicable law, rule, or regulation; and (d) any other party's access and use of the Site with your assistance or using any device or account that you own or control.
Cybersecurity issues and blockchain
9.1 WLTH Companies expressly disclaims all liability for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of data, revenue, profits, or business opportunities, damage to property, personal injury, or any other loss that may occur due to the transmission of any computer virus, worm, time bomb, logic bomb, Trojan horse, or other malicious software that may infect a user's equipment, as a result of using the Site or downloading any material from the Site, or from any Site linked to it as well as purchasing any product or service offered or commercialized through this Site (even if not exclusively).
9.2 Although all of WLTH Companies smart contracts have been duly audited, if you decide to connect your wallet to one of WLTH Companies smart contract you do at your own risk knowing that smart contracts can be subject to cyberattack so that for any loss of value or damage that you might incur in your wallet as a result to connecting to one of WLTH Companies smart contract, the limitation of liability in Article 6 above fully applies.
9.3 By using the Site, you agree that WLTH Companies shall not be responsible for any unauthorized access to, alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Site. It is the responsibility of each user to ensure that their software and equipment are protected against such threats and to refrain from accessing the Site should it be suspected of containing malicious software.
9.4 You are solely responsible for your use of the Site. To the extent you locally run any component that results in interaction with a blockchain-based protocol requiring the use of a blockchain account, you agree to take appropriate action to secure, protect, and backup your accounts in a manner that will provide appropriate security and protection, which might include use of encryption. This includes your obligation under these Terms to record and securely maintain any passwords or backup security phrases (i.e. “seed phrases”, or “pass phrases”) that relate to your use of any blockchain. You acknowledge that you will not share with WLTH Companies nor any other third party any password, backup/seed phrase, or account login information that relates to your use of the Site, and that WLTH Companies will not be held responsible if you do share any such phrase or password, or lose access to your account, for any reason.
9.5 Use of blockchain protocol networks are typically subject to third-party transaction fees. Any interaction with a blockchain protocol network is a locally run instance and, as a result, WLTH Companies has no knowledge of such interactions, does not receive such fees, and has no ability to reverse or refund any amounts paid in error to initiate any transaction.
Copyright and Trademarks
10.1 All content on WLTH Companies Site or in WLTH Companies products or services is protected by copyright and owned by WLTH Companies. Unless otherwise specified like in paragraph 3 of this Article 9, you cannot reproduce the Site or parts of it.
10.2 WLTH Companies retains all rights in its name, logos and trademarks (“Trademarks”), whether or not registered. You may not use WLTH Companies Trademarks without WLTH Companies prior written permission and in any manner that is likely to cause confusion about whether WLTH Companies is the source of or sponsor of or endorser of a product, service, or activity. If you wish to use one of WLTH Companies Trademarks, please contact [email protected] to request permission. All other Trademarks displayed on WLTH Companies Site are the property of their respective owners.
Third-Party Links
11.1 The Site may contain hyperlinks or references to third party Sites. Any such hyperlinks or references are provided for your information and convenience only. WLTH Companies has no control over third party Sites and accept no legal responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third-party Site does not mean that WLTH Companies endorses that third party's Site, products or services. Your use of a third-party site may be governed by the terms and conditions of that third-party site
General Provisions
12.1 These Terms are governed by and should be construed according to the laws of the Republic of Panama (without regard to conflict of law rules or principles of the Republic of Panama, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). You are responsible for complying with any applicable local laws of the country where you reside or you stay at the time of accessing this Site. These Terms create no joint venture, agency, partnership or similar relationship.
12.2 If any clause or part of any clause of these Terms is found to be void, unenforceable or invalid, then it will be severed from these Terms, leaving the remainder in full force and effect, provided that the severance has not altered the basic nature of these Terms.
12.3 WLTH Companies may perform any of its obligations, and exercise any of the rights granted to it under these Terms, through a third-party. WLTH Companies may assign any or all its rights and obligations under these Terms to any third-party.
12.4 No single or partial exercise, or failure or delay in exercising any right, power or remedy by WLTH Companies shall constitute a waiver by WLTH Companies of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms and conditions or otherwise.
Mediation and arbitration.
13.1 Class action and jury trial waiver You agree that to resolve any dispute, controversy, or claim relating in any way to your access or use of the Site, You will engage in good-faith efforts through mediation to resolve such disputes with WLTH Companies prior to initiating an arbitration. You must initiate this mediation process by sending an email describing the nature of your claim and desired resolution to the following address: [email protected]. Both Parties agree to meet and confer personally, by telephone, or by remote conference service to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration.
13.2 Should the mediation process fail, any disputes arising out of or in connection with the Site or these Terms, including any questions regarding its existence, validity, or termination, or any other actions or omissions for which WLTH Companies may be liable, shall be finally resolved by arbitration. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The Expedited Procedure Provisions shall not apply. No award or procedural order made in the arbitration shall be published.
13.3 You hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. All claims and disputes within the scope of this arbitration agreement must be arbitrated on an individual basis and not on a representative or collective class basis. Under the arbitration procedures outlined in this section, arbitrators shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding.
Anti-Money Laundering
14.1 WLTH has an anti-money laundering (“AML”) and anti-terrorism financing (“TF”) policy (“Policy”). The scope of the Policy is to define the terms, procedures and responsible structures of WLTH (“WLTH”, “WLTH”, “Us”, “We”) as applied and implemented by WLTH Companies DAO Corp. The Policy is aimed at prohibiting and actively preventing money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities by complying with all applicable requirements, including without limitation, KYC procedures, due diligence, monitoring, screening, etc.
14.2 WLTH is a broader and structured decentralized autonomous system (“DAS”) aimed at enhancing the re-appropriation of values by individuals and investors according to the web 3.0 and the crypto ethos by substituting updated governance models with a system based on compliance with rules established in the automated processes and manages by software written and deployed in the blockchain. More information about WLTH can be found in the WLTH Whitepaper available at the following link https://docs.wlth.xyz/.
14.3 Since WLTH is a DAS it lacks by default in its own DNA any hierarchical structure which can implement and supervise a compliance system like this Policy. On the other hand WLTH recognizes the importance of being fully compliant with every applicable law as well as, and apart from any legal obligation, to fight against money laundering and/or terrorist funding. To be decentralized does not mean to be unlawful or to not be compliant with the law. For these reasons, this Policy has been designed and is implemented, at the very least in the first phase of the WLTH project, by WLTH Companies DAO Corp. (“WLTH Companies”) a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 1557220242 which is part of the WLTH DAS.
14.4 This follows the idea that the DAS is designed to be a self-sustaining, decentralized system but there are, of course, entities involved in the DAS setup. These activities are known as “bootloader” activities (named after the program that gets a computer started). It’s important to note that “boot loader” activities are distinct from the activities of the DAS. In the case of the DAS, one of the entities responsible for the DAS boot loader activities is WLTH Companies.
14.5 The Policy itself can be considered to be part of the DAS as administered and implemented by WLTH Companies. Every system of compliance requires and postulates that a subject has the authority, as well as the responsibility, to design and to enforce the Policy: in relation to the Policy, WLTH Companies has the authority and the responsibility to implement and enforce this Policy. This is not, and shall not be considered as, in contrast with the decentralization ethos since WLTH is a common good, “a truly circular protocol where all value accrues to the protocol and is redistributed to the community” (from the Whitepaper), and, therefore, the fact that WLTH delegates the authority to a third subject, i.e. WLTH Companies, which is part in any case of the DAS, to enforce a policy which ultimately protects and enhances itself as a common good, is perfectly compatible with the decentralization ethos. Accordingly, every reference in this Policy to WLTH has to be construed as to the beneficiary of the Policy while the subject which implements it remains only WLTH Companies.
14.6 The Policy is mandatory for all WLTH Participants and Contractors, broadly defined, as well as for every Employee or Contractors of WLTH Companies and will be considered in every document/procedure related to its scope. The Policy is designed for and applied to each activity realized under, or within, the WLTH DAS and in particular in the activity of selecting target investments by the various WLTH Funds and finalizing the relative investment contracts.
Prohibited Activities
15.1 WLTH explicitly disclaims any partnership or association with entities or individuals engaged in activities related to weapons manufacturing, child pornography, human trafficking, or any other illegal or unethical conduct.
Section II: Products Terms & Conditions
Part 1: Tokenized Investments
These terms and conditions (“TI Terms”) regulate WLTH Corp. tokenized investment (“Investment”) into a great variety of companies and shares (“Target Company”), most of which do not belong to the web 3.0 economy and the crypto space, with you as the investor.
Per, and subject to, Sections 4.1 and 6.3 of the Terms, you acknowledge and agree that all claims and compensation requests regarding one of the Investments must be exclusively directed against WLTH Corp.
More specifically, as the result of the WLTH community interest and ideas some Target Companies will be identified as a good fit for the Investments, as said mainly not within the crypto space. Thereafter, WLTH Corp. will proceed to purchase some packages of Target Companies shares on sale on the secondary market or directly with the Target Company. WLTH Corp. will thereafter proceed to present the opportunity to the WLTH community and to raise funds accordingly. Once the funds have been collected, WLTH Corp. will proceed to purchase the identified package of shares on the secondary market or directly. The shares will be fully purchased by WLTH Corp.. Subsequently, WLTH Corp. will issue an NFT which will incorporate the right to receive pro quota the dividends and/ or any other liquidity generated by this investment, including liquidation of the shares in part or in whole.
As said above, these TI Terms are applicable in full coordination with WLTH Corp. Terms contained in Section I herein. In the event of any conflict or inconsistency between these TI Terms and the Terms, these TI Terms shall prevail and govern, provided, however, that the Terms shall remain fully applicable and enforceable in all other respects. Also in the event of a conflict between these TI Terms and the Specific Product Terms of a specific tokenized investment product, the Specific Product Terms shall prevail.
Acceptance and updates 1.1 These TI Terms, with the Terms and, where applicable the Specific Product Terms, govern your use and your purchase of the Investment including any right that you may have in relation with, or under the Investment. To subscribe to the Investment you must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. To that end, you represent that: (a) if you are agreeing to these TI Terms on behalf of a legal entity, you have the legal authority to bind the legal entity to these TI Terms; and (b) if you are agreeing to these TI Terms as a natural person You are at least 18 years old or the age of majority where you reside, whichever is older, and that You can form a legally binding contract online. Persons younger than the age of 18 are considered minors and must be under the care of a parent or guardian unless they are emancipated.
1.2 You participate into the Investment and you become the legitimate owner of your share of the Investment by legally purchasing an NFT created by WLTH Corp., whether directly or in the secondary market. Please note that, under Section 8 herein, specific rules related to the NFT also apply.
1.3 IF YOU DO NOT AGREE TO THESE THIS TERMS AS WELL AS TO THE SPECIFIC PRODUCT TERMS AND METAMASTERS’ TERMS YOU MUST NOT PROCEED TO PURCHASE THE INVESTMENT AND YOU MUST IMMEDIATELY TERMINATE TO USE AND READ THE PART OF THIS SITE WHERE THE INVESTMENT IS DESCRIBED. IF YOU PURCHASE THE INVESTMENT YOU ACCEPT TO BE BOUND BY THESE THIS TERMS AS WELL AS BY THE SPECIFIC PRODUCT TERMS AND METAMASTERS’S TERMS.
Equity Investment Structure and Process
2.1 The private equity investment process shall adhere to the following steps: Deal Sourcing: the WLTH community shall identify potential investment opportunities in Target Companies. Capital Raise & Offer: WLTH Corp. shall present the identified investment opportunity to its community of Investors and proceed to raise the necessary capital for the investment. WLTH Corp. will create an NFT and put it on sale for community members interested to participate in the Investment. The participation in the Investment will only be possible by purchasing one of the aforementioned NFTs put on sale. Please note that WLTH Corp. shall present the identified investment opportunity to its community of Investors and proceed to raise the necessary capital for the investment. The total capital raised will include all fees created by administering the investment (broker/ agent fees, FIAT transaction fees, protocol fees). There will not be additional fees or costs in addition to what it is indicated for each specific Investment to what it is indicated as the total cost for that Investment. Fees are capped at a maximum of ten percent (10%). Bid Placement: Upon the successful collection and securing of the requisite funds, WLTH Corp. shall submit a bid to the relevant broker or directly to the target company for the acquisition of the identified shares. Bid Outcome and Binding Agreement: The submitted bid shall be subject to acceptance or rejection by the seller. Accepted Bid: In the event of an accepted bid, the NFT shall represent the participation into the Investment. Rejected Bid: In the event of a rejected bid and the deal is not successfully completed, the user will have their total funds returned and the NFT will be deprecated. Estimated timelines for Step D are as follows: Seller confirmation is typically achieved within one (1) to two (2) business days. A binding agreement is generally established within an additional couple of days following seller confirmation. Company approval and share transfer usually occur within two (2) to four (4) weeks from the date of the binding agreement. 3. Nature of the Investment and rights conferred by the NFT
3.1 The Investor will not become, legally technically speaking, owner of the shares while the owner of those shares will ultimately always and only be WLTH Corp.. The Investor will have various rights, under these TI Terms in relation to the Investment where those rights will only ultimately depend on the compliance of WLTH Corp.. For the sake of clarity, the Investor does not become owner of a right of property over the shares and his or her claims can only be against WLTH Corp. where he or she has no claims against the Target Company as he or she never becomes a shareholder of the Target Company.
3.2 The Investment is tokenized as an NFT on the Base blockchain. Your ownership percentage is definitively represented by the metadata within your NFT, reflecting the percentage of the total raise you acquire. By participating in and accepting these TI Terms, you fully consent to and accept that the metadata in your NFT is the final and irrevocable representation of your investment percentage, and this percentage cannot be proven or demonstrated by any other means.
3.3 Under these TI Terms, in particular, the Investor will be entitled to the following: become legally owner of the NFT and the right therein incorporated; be entitled to receive the dividends and/ or any other liquidity generated by the Investment, including liquidation of the shares in part or in whole, and on the basis of the percentage of amount of money invested; be entitled to resell, donate, stake or use in any way the NFT; receive the funds derived by the disinvestment procedure of the Investment according to the terms and conditions of the liquidation procedure as established in Section 8 herein of these TI Terms.
3.4 Under these TI Terms in particular the Investor will NOT be entitled to the following: make of the rights of vote conferred by the purchased shares; require the redemption of the Investment before the Redemption Date.
No affiliation with the Target Company 4.1 Although the Investment is fully legal and in total compliance with all relevant and applicable laws and regulations, WLTH Corp. has purchased the Investment in the secondary market or directly with the Target Company but still has no affiliation with, or endorsement by, the Target Company. No specific tokenized scheme of the Target Company exists or has been put in place by the Target Company itself where the Investment is a tokenized product of WLTH Corp..
Limitation of liability and disclaimers
5.1 In addition and not in substitution to the limitation of liability contained in Section 6 of the Terms, the following disclaimers are fully applicable: Deal Guarantee: The Investment is not guaranteed until such time as the seller formally accepts WLTH Corp.'s bid, at which point it shall become a binding agreement between the seller and WLTH Corp.. Varying Valuations: Due to the multi-stage nature of the process from funds being raised to bid acceptance, an investment ticket may be subject to varying valuations for various reasons, including but not limited to: Changes in the deal terms or conditions between Step 1 (Deal Sourcing) and Step 3 (Bid Placement). An investment ticket, for example, a $250,000 investment, may comprise different portions acquired at distinct valuations (e.g., $160,000 at a $3 billion valuation and $90,000 at a $2.5 billion valuation), resulting in an average entry valuation for the entire ticket (e.g., $2.82 billion). WLTH Corp. does not guarantee the ability to secure the entire investment ticket size at a single valuation. Therefore, the Investor's share of the Investment may vary according to the fluctuations in the price of the shares purchased in the secondary market. Voting Rights and Exposure: Investors shall forfeit direct voting rights as the underlying shares shall be held by WLTH Corp.. However, Investors shall gain full exposure to the price performance of the underlying investment via the holding of the distributed derivative. Dividends: Investors shall be entitled to receive any dividends and/ or any other liquidity generated by the Investment, including liquidation of the shares in part or in whole, paid by the underlying investment, distributed pro rata based on their investment exposure. 5.2 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE IN THIS ARTICLE 5 AS WELL AS IN SECTION 6 OF THE TERMS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WLTH Corp. AND YOU. 6. Exclusion right of withdrawal
6.1 If You are a resident in the European Union and a consumer, pursuant to the notion contained in Article 1 of European Union Directive 2011/83 (“consumer means any natural person who, in contracts covered by this Directive, is acting for purposes which are outside his trade, business, craft or profession”), and You are based in the European Union You hereby expressly consent to lose Your right of withdrawal in relation to the NFT that you purchase by participating in the Investment, pursuant to Article 16, letter m, of European Union Directive 2011/83 (as implemented in each Member State) as this is a contract for the supply of digital content which is not supplied on a tangible medium. Hereby, You irrevocably provide Your express consent to begin the performance during the right of withdrawal.
Representations 7.1 The representations contained and described in Section 4 of the Terms are hereby restated.
Liquidation procedure 8.1 Disinvestment and exit from the Investment are exclusively facilitated through the liquidation procedure outlined in this Section 8 (“Liquidation Procedure”). No other method or procedure will enable the liquidation or retrieval of your funds from WLTH Corp.. However, you retain the right to sell your NFT and its incorporated rights on the secondary market. 8.2 For the sake of clarity, WLTH Corp. hereby reiterates that there is no guarantee that the funds you invested will be returned in the same or a greater amount. Company shares are volatile financial instruments. Therefore, an investment in shares does not guarantee an increase in investment value or even the return of the original amount. It is possible that you will not receive any funds back at the end of the liquidation process. 8.3 Also, please take into consideration that Section 3 is fully applies and that your ownership percentage of the Investment is definitively represented by the metadata within your NFT, reflecting the percentage of the total raise you acquire. 8.4 The liquidation procedure will take place according to the following phases: 8.5 Phase 1 is governance vote which is divided into the following steps: Governance voting: when decisions need to be made regarding the asset, a governance vote takes place. The decision to liquidate the asset, in this Section indicated as the liquidation procedure, is a governance vote, Your voting power is weighted by your percentage of total investment within the fund. This means the more of the NFT's overall percentage you own, the more influence your vote has. Decision on liquidation amount: Voting on how much of the equity should be converted into cash. Decision on valuation: Voting on what valuation the liquidation should take place at. Phase 2 is the proper liquidation process divided into the following steps: Liquidation Process: Once a vote passes, the liquidation process begins. This can be either a partial or full liquidation of the underlying equity: Partial Liquidation: Only a portion of the equity is sold. Full Liquidation: The entire equity holding is sold. The cash generated from this liquidation (the liquidity) is immediately transferred into a designated vault. Crucially, the funds are not held in the vault; instead, they are promptly distributed to all Slice (NFT) holders based on their proportional ownership. Phase 3 is the Investment Status Adjustment which includes: Full Liquidation: If the equity is fully liquidated, this marks the end of that specific investment for the Slice holders. Partial Liquidation: If only a portion of the equity is liquidated, your remaining ownership percentage is adjusted on your NFT via its metadata. This means your NFT will be updated to reflect the new, smaller percentage of the asset you still hold. 8.6 Please note that once the liquidation process is completely terminated the NFT will be deprecated and not redeemable.
NFT license 9.1 By acquiring lawful ownership to a non-fungible token (“NFT”) associated with the NFT project made (i.e. all NFTs created under a specific Investment) available under this NFT License (“Project NFT”) created by WLTH Corp. you agree to these TI Terms as well as the Terms contained in Section I, WLTH Corp. Privacy Policy and, in some cases, the Specific Product Terms. When you lawfully own a NFT, you own all personal property rights to the NFT underlying the NFT (e.g., the right to freely sell, transfer, or otherwise dispose of that NFT) plus the rights related to the Investment as contained in the other Sections of these TI Terms. However, your rights to the associated artwork, images, video, content or other works of authorship linked to your specific NFT which was developed by WLTH Corp. (“NFT Media”) are only as outlined in this Article 9. You hereby fully understand and agree that if the bid is not accepted by the Target Company or in the secondary market or if the Investment is liquidated pursuant to Article 8 above, the NFT itself as a standalone property will be deprecated and not anymore usable or tradable or existent. 9.2 For as long as you lawfully own a NFT, WLTH Corp. grants you an exclusive, perpetual, irrevocable (except as set forth in Section 9.11 below) worldwide license under WLTH Corp. copyrights to use, distribute, reproduce, display and perform of the specific NFT Media for personal uses only, with the right to sublicense such rights through multiple tiers of sublicensees subject to the limitations in Section 9.4, and Articles 10 and 11 of these TI Terms with WLTH Corp. being a third party beneficiary to all such sublicenses with the ability to enforce such agreements. This license includes the right to display as a profile picture. All intellectual property rights in and to the NFT Media and any other intellectual property rights of Memaster not expressly licensed herein are reserved by WLTH Corp.. 9.3 Nothing in these TI Terms is meant to grant you any rights to any logos, trademarks, service marks, and trade dress associated with WLTH Corp. or the Target Company or the Project NFTs (“Project Trademarks”). Unless you have WLTH Corp. prior written approval, you may not use any Project Trademarks for any use that would require a license from us, including to register any domain names or social media accounts using any Project Trademarks or to advertise or promote any other products or services. 9.4The licenses granted in these TI Terms are non-transferrable, except that if you lawfully transfer ownership of your Project NFT, the license to the NFT Media in Section 9.1 to you shall terminate upon the effective date of such transfer, and such licenses will be assigned to the new owner of the Project NFT associated with such NFT Media. As a condition to sales, transfers or similar transactions of the Project NFTs, the transferee agrees upon the acquisition of the Project NFT that (a) the transferee is not a Restricted Party and (b) the transferee accepts these TI Terms. Further, if you choose to sublicense any of your licensed rights set forth in Section 9.1 above, you are only permitted to do so if any such sublicensees agree (i) that they are not Restricted Parties, (ii) to the same covenant not to assert as set forth in the second to last sentence of Section 1.2, and (iii) that if your licensed rights in Section 9.1 are transferred (such as because you sell your Project NFT), then any such sublicenses you have granted in such licensed rights will automatically terminate. Because virtually all public blockchains are licensed under open source licenses, it is possible that the blockchain may fork, merge, or duplicate the original blockchain that initially recorded ownership of your Project NFT. In such case, any rights granted under these TI Terms including the TI Terms to owners of any Project NFT will only be granted to the lawful owners of such Project NFT whose ownership is recorded on the mainnet version of the blockchain that is generally recognized and predominantly supported in the blockchain industry as the legitimate successor of the original blockchain (as determined in WLTH Corp. sole discretion). 9.5 WLTH Corp. hereby represents and warrants to you that all of the copyrights in the NFT Media are owned by WLTH Corp., and does not contain (a) any artwork, images, video, content or other works of authorship, (b) logos, trademarks, service marks, or trade dress or rights of personality in which the relevant intellectual property rights are not owned by WLTH Corp. (“Third Party Content”), provided that the foregoing shall not apply if WLTH Corp. has obtained a license to such Third Party Content consistent with the licenses under this Agreement or Matamaster has supplemented this NFT License under these TI Terms with an additional license that governs your right to use such Third Party Content. 9.6 In order to purchase the NFT or a Project NFT if you are an individual, you must be 18 years of age or older if the age of lawfully capacity of forming binding contracts is older in the relevant jurisdiction. If you are an entity, the individual agreeing to the TI Terms must have the legal authority to bind the entity. If (a) you are an individual, you agree on your own behalf and (b) if you are an entity, you agree that neither the entity nor any of your owners or investors or any of their directors, officers, employees, agents or affiliates acting on your behalf: (i) is related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”) or in the black list of the European Union, or any persons who are named on any list of sanctioned individuals or entities; (ii) is (or has ever been) prohibited from the transaction pursuant to U.S., E.U. and all applicable anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) is resident in a country or jurisdiction under a U.S. embargo enforced by OFAC nor a country included in the black list of the E.U. (“Restricted Parties”). 9.7 YOUR ACCESS TO AND USE OF THE NFT, THE NFT PROJECT NFT AND NFT MEDIA IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, METAMASTER ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS AND EQUITYHOLDERS (“METAMASTER ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE PROJECT NFTS AND NFT MEDIA. METAMASTER ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY OR RELIABILITY OF THE PROJECT NFTS AND NFT MEDIA; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE PROJECT NFTS AND NFT MEDIA WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE PROJECT NFTS AND NFT MEDIA. THE PROJECT NFTS AND NFT MEDIA ARE INTENDED FOR CONSUMER ENJOYMENT, USE AND CONSUMPTION ONLY. 9.8 TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL METAMASTER ENTITIES BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PROJECT NFT OR THE NFT MEDIA), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TI TERMS AND THE NFT TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE PROJECT NFTS AND NFT MEDIA OR THESE NFT TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF METAMASTER ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE NFT TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE PROJECT NFTS AND NFT MEDIA. THE MAXIMUM AGGREGATE LIABILITY OF THE WLTH Corp. ENTITIES FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) $100 OR (II) THE AMOUNT YOU PAID FOR YOUR PROJECT NFT. SOME JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. 9.9 THE VALUE OF THE PROJECT NFTS IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE PROJECT NFT AND NFT MEDIA. 9.10 If you materially breach any of the provisions of these TI Terms, WLTH Corp. may terminate all of the licenses granted to you under these TI Terms. WLTH Corp. will use commercially reasonable efforts to provide you with notice of such termination, though for the avoidance of doubt your licenses shall terminate regardless of whether such notice is actually received. Upon the termination of your licenses, you shall cease all use of the rights granted in Section 9.1, including, without limitation, ceasing all marketing, distribution, or sale of goods, services and media that feature the NFT Media and shall cease all further use of the NFT Media, and all sublicenses you have granted in the NFT Media shall automatically terminate. The following sections shall survive the termination of these TI Terms and shall continue in full force and effect subsequent to and notwithstanding any termination of these TI Terms by WLTH Corp. or you: Sections 9.2, 9.3, 9.4, 9.5, 9.6, 9.8, 9.9, 9.10, 9.11. Termination will not limit any of WLTH Corp.’s other rights or remedies at law or in equity.
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