Please read this notice carefully. This notice includes legal terms and conditions (the “Terms”). If you are in any doubt as to the action you should take, please consult your legal, financial, tax, or other professional advisor(s). This notice is applicable to this web site and to all public communications (the “Communications”) of the YEAY project (the “Project”) as provided by YEAY, GmbH (Germany) individually and through its affiliates (collectively, the “Company” or “we”), unless otherwise indicated. The Terms herein also cover your usage of the services of the Company in relation to the Project (the “Services”).
No information in the Communications is or should be considered to be legal, financial, tax, regulatory, accounting, or any other form of advice. Current and prospective WOM holders/transactors must do their own diligence with their own professional advisors, taking into account their personal situation and applicable legal jurisdiction(s), prior to engaging in the Services, purchasing or otherwise transacting in WOM tokens. Failure to do so shall constitute a breach of these Terms.
The Communications are published by the Company for general information regarding the Project and the Services, to inform current and prospective users, invite community commentary, and spread awareness of the project in its current form. Aside from providing the Communications, the Company has distributed, and intends to continue distributing, and may from time to time sell certain cryptographic tokens, hereunder and generally in the Communications referred to as “WOM tokens” (also “WOM” or “the Tokens”), with any Tokens sold or otherwise distributed by the Company in all such events intended and agreed by their recipients to be non-securities (informally called “utility tokens”) to the fullest extent permitted under applicable law, whether that of Singapore, Germany, the United States, or any other applicable jurisdiction. Without prejudice to this general non-security treatment in respect of the Tokens, this document makes reference to prospective or provisional treatment of the Tokens under securities or similar laws (whether by application or by operation of law) pertaining to particular instances of distributions or transactions within specific jurisdictions.
THE COMPANY IS NOT THE ISSUER OF THE WOM TOKENS. NOTWITHSTANDING, THE COMMUNICATIONS OF THE COMPANY, UNLESS EXPRESSLY INDICATED, DO NOT CONSTITUTE AN OFFER OR A SOLICITATION TO PURCHASE SECURITIES, AS THAT TERM IS DEFINED WITHIN THE UNITED STATES BY THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT” OR “THE ACT”), OR SIMILARLY WITHIN ANY OTHER JURISDICTION. A DEFINITIVE AND LEGALLY-BINDING OFFER TO PURCHASE OR SELL SECURITIES CAN ONLY BE MADE THROUGH A FORMAL OFFERING AGREEMENT. ANY DECISION TO PURCHASE TOKENS IN CONNECTION WITH SUCH PROSPECTIVE OFFERING SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN ANY THEN-PROVIDED EXPRESS OFFERING AGREEMENT, WHICH SHOULD BE CAREFULLY-REVIEWED AND EVALUATED IN CONSULTATION WITH THE PROSPECTIVE PURCHASER'S OWN LEGAL, ACCOUNTING, INVESTMENT, TAX AND ANY OTHER APPLICABLE ADVISORS, IN VIEW OF THE PROSPECTIVE PURCHASER'S OWN CIRCUMSTANCES. IN ANY CASE, THIS DOCUMENT DOES NOT CONSTITUTE A PURCHASE RECOMMENDATION REGARDING ANY TOKENS PROPOSED OR INTENDED TO BE OFFERED OR SOLD BY THE COMPANY.
The Communications may contain forward-looking statements, including the intended actions and objectives of the Company. These statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance, or achievements of the Company to differ materially from any future results, performance, or goals expressed or implied herein. No representation or warranty is made as to future performance based upon these statements.
All forward-looking statements in the Communications speak only as of their date of publication. The Company has no obligation to provide any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectation or circumstances.
The Project includes the provision and utilization of WOM cryptographic tokens. WOM is expected to power the technological development of the Project and enhance its ecosystem. We emphasize in the strongest possible terms that a WOM Token does not represent ownership or a security interest in any legal entity. Nor is a WOM Token related to any other assets or properties. The token does not grant a claim against or represent a debt owed by any entity and shall not be considered a debenture. WOM Token does not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, and are not intended to constitute securities in Singapore, the United States of America, or any other relevant jurisdiction. WOM Token May only be utilised on the WOM Protocol, and ownership of WOM Token carries no rights, express or implied, other than the right to use WOM Token as a means to enable usage of and interaction within the WOM Protocol as expressly provided by the Company. If you determine that WOM may constitute a security or are otherwise subject to regulations in your or any other relevant country, you may not acquire or transact in the Tokens, and we suggest you immediately notify us of any possible risks.
BY PURCHASING, HOLDING OR OTHERWISE ENGAGING IN DEALINGS IN THE TOKENS (INCLUDING THROUGH, BUT NOT LIMITED TO THE USE OF THE SERVICES AND THIRD PARTY SERVICES), YOU HEREBY INDEMNIFY AND HOLD HARMLESS THE COMPANY FOR ANY AND ALL LOSSES, LIABILITIES, DAMAGES, SETTLEMENTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COSTS AND ATTORNEY’S FEES) IN CONNECTION WITH ANY CLAIM OR ACTION ARISING FROM SUCH TRANSACTIONS PERFORMED IN VIOLATION OF ANY LAW OR REGULATION, OR DUE TO ANY BREACH BY YOU OF THESE TERMS OR ANY OTHER APPLICABLE LEGAL TERMS OR AGREEMENTS BETWEEN YOU AND THE COMPANY.
WOM HAS NO CASH VALUE.
WOM Token (a) is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by the the Company (including any affiliate), (b) does not represent or confer on the token holder any right of any form with respect to the WOM entity or any of its affiliates, or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or license rights), or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the WOM Protocol, the Company and/or its service providers, (c) is not intended to represent any rights under a contract for differences or under any other contract, the purpose or pretended purpose of which is to secure a profit or avoid a loss, (d) is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument or any other kind of financial instrument or investment, (e) is not a loan to the Company, is not intended to represent a debt owed by the Company or any of its affiliates, and there is no expectation of profit, and (f) does not provide the token holder with any ownership or other interest in the Company or any of its affiliates.
You acknowledge, understand and agree that WOM Token may lose value, may have no value, carries no guarantee or representation of value or liquidity for WOM Token, and WOM Token is not intended or provided for speculative or any other investment purposes. While third parties may, from time to time, accept the WOM token in exchange for the provision of services or other value, none of the Company, its affiliates, and/or its agents or employs shall be responsible for or liable for the value of WOM Token, the transferability and/or liquidity of WOM Token and/or the availability of any particular services or any market for the WOM Token through third parties or otherwise.
THE SERVICES, INCLUDING THROUGH THE USE OF WOM, ENABLE COMPENSATION FOR HONEST RECOMMENDATIONS. Users of the Services can, and generally do, receive WOM tokens in exchange for high-quality (i.e., honest and unbiased) recommendations, as determined by other network participants in concert with the Company’s blockchain-based software and Services. In this model, payment is “post-hoc” (as in affiliate marketing). However, the Company’s blockchain-based model eliminates any direct connection between the paying brand or vendor and the recommender, and users may be (and generally are) paid for successful recommendations entirely absent any payment by the brand or vendor. Nevertheless, while the Company’s Services are designed to function absent any direct contract between recommenders and the brands and/or vendors they are recommending, the Company does not endeavor to ensure and does not warrant that all users of the Services do not have direct contracts with certain of the brands and/or vendors they are recommending.
To acquire WOM in exchange for the contribution of information, you should genuinely be interested in contributing your skills, time, energy, and expertise to our network (via the Services of the Company). Failure to do so in good faith shall constitute a breach of these Terms. Only freely-available capital should be used for a participation in the Project by the purchase acquisition of a WOM Token, as adverse impacts to its value, up to and including a total loss, cannot be excluded.
We do not make or purport to make, and hereby disclaim, any representation, warranty, or undertaking to any entity or person in relation to the truth, accuracy, and completeness of any of the information set out in the Communications. We have no obligation to update, modify, or amend any statement in the Communications or to otherwise notify a recipient thereof in the event that any matter stated herein, or any opinion, projection, forecast, or estimate set forth herein, changes or subsequently becomes inaccurate or untrue.
To the maximum extent permitted by all applicable laws, regulations, and rules, we shall not be liable for any indirect, special, incidental, consequential, or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income, or profits, and loss of use or data) , arising out of or in connection with any acceptance of or reliance on the Communications, or any part thereof by you.
Please also be advised that financial authorities do not always provide sufficiently-clear guidance as to the tax treatment of crypto-assets. Authorities can change how tax is calculated. Therefore, we reiterate that prior and during your participation in the Project, holding or otherwise dealing in WOM, or utilizing the Services of the Company, it is incumbent upon you to take into account your own personal circumstances to fully assess the tax, legal and economic impacts.
Last updated 12 November 2020.