WLFI Token Use and Acquisition Terms & Conditions
EXCEPT AS SET FORTH HEREIN, ANY AND ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION IN ACCORDANCE WITH SECTION 14 OF THESE TERMS. BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHTS TO RESOLVE DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND TO PROCEED AGAINST THE COMPANY ON A CLASS OR REPRESENTATIVE BASIS.
THE TOKENS HAVE NOT BEEN REGISTERED WITH ANY U.S. OR OTHER AUTHORITY.
PLEASE READ THESE TERMS OF TOKEN USE CAREFULLY, INCLUDING WITHOUT LIMITATION THE RISK DISCLOSURES AVAILABLE HERE[NTD: Insert hyperlink to Risk Disclosures]. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE, ACQUIRE OR HOLD TOKENS.
Your usage, holding, or acquisition of $WLFI Tokens (collectively, “$WLFI” or “Tokens”) from World Liberty Financial, Inc., a Delaware nonstock corporation (“WLF,” “Company,” “we,” or “us”) is subject to these Terms of Use (“Terms”). These Terms are a legal contract between you and the Company that govern your use, acquisition or holding of the Tokens. Each of you and the Company is a “Party,” and together the “Parties.”
By using, acquiring or holding Tokens, and/or using $WLFI to participate in the World Liberty Financial Governance Platform (“WLF Governance Platform”), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these terms, please contact us at [email protected]. You and the Company agree as follows:
1. Purpose and Use of Tokens
Use for Governance Only
The sole utility of holding $WLFI is governance, and not for any investment. As a Token holder, you'll have the power to propose and vote on proposals that will help to shape the future of the World Liberty Financial Protocol (the “WLF Protocol”). This includes decisions on marketing initiatives, future functionality, and more, as described further in the World Liberty Financial Gold Paper (the “Gold Paper”). $WLFI is currently functional for this utility as governance tokens.
No Economic Rights
The Tokens do not confer any rights, express or implied, other than the right to use the Token as a means to participate in governance of the WLF Protocol through the WLF Governance Platform. In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive any distribution, revenue share, additional tokens, intellectual property rights or any other form of participation in or relating to the WLF Protocol, and/or the Company and its corporate affiliates, other than rights to use for governance relating to the WLF Protocol, subject to limitations and conditions in these Terms and applicable WLF Protocol Terms and Policies (as defined below).
Transferability
$WLFI are non-transferable and accordingly may not be transferred or resold. Token holders approved a proposal in July 2025 to make the Tokens transferable, and the Company is expected to unlock tradability for a portion of $WLFI tokens sold to early purchasers subject to an unlock schedule. The remainder of the $WLFI tokens sold to early supporters is intended to be subject to a second vote by the community to determine the unlock and release schedule. Unlock schedules for initial founders, advisors, and others are expected to remain non-transferable, and in any case, subject to a longer unlock schedule. The Company retains discretion to determine the timing of and any eligibility requirements for unlocking the Tokens.
The $WLFI Token and WLF Governance Platform are distinct from WLF Protocol
The Token does not provide any economic or other rights with respect to the WLF Protocol or otherwise. As a result, you will not have any rights to any fees generated by the WLF Protocol or earned by the Company. You should not use, acquire or hold the Tokens with an expectation of Tokens increasing (or not decreasing) in value as a result of any future functionality or the success or failure of the WLF Protocol. You are not required to be a Token holder to use the WLF Protocol, but only Token holders can participate in the WLF Governance Platform. Use of the WLF Protocol is subject to terms of use of the WLF Protocol and include other disclosures relevant to users of the WLF Protocol.
The Tokens are not intended to be a digital currency, security, derivative, transferable crypto asset or any other kind of financial instrument, but you should be aware that the application of legacy financial and other regulation to new technology like the Tokens is uncertain and carries risk.
2. Scope of Terms
Unless otherwise stated herein, these Terms govern only your use, acquisition and/or holding of Tokens. The use of Tokens in connection with the WLF Protocol will be governed by the WLF Protocol Terms of Use, Privacy Policy, and other applicable terms and policies available at worldlibertyfinancial.com (collectively, the “WLF Protocol Terms and Policies)”. Any additional WLF Protocol Terms and Policies we promulgate will be available at worldlibertyfinancial.com. We may add terms or policies to the WLF Protocol Terms and Policies at our sole discretion and may update each of the WLF Protocol Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the WLF Protocol Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the WLF Protocol.
3. Eligibility
Eligibility Requirements
In order to be eligible to use, acquire or hold Tokens, you must provide all information as required by the Company or its agents as part of its screening process to seek to ensure that (i) no specially designated nationals or other persons sanctioned by FinCEN are permitted to use, acquire or $WLFI, and (ii) only eligible persons can use, acquire or hold Tokens. We have engaged third party service providers to collect and verify information on our behalf, who may also require you to accept their terms and conditions or privacy policy agreements.
Technical Requirements
In order to be eligible to use, acquire or hold the Tokens, you must also control a software application or hardware device that securely manages your public and private keys related to a blockchain address (a “Wallet”) that supports ERC native tokens on the Ethereum Mainnet and provide the public key for your Wallet if requested. We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens.
The Company prohibits any and all use, sales or transfers of Tokens to users domiciled or located in a country or territory it deems as restricted from any Token-related activities or are subject to other regulatory requirements, including but not limited to Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran, Iraq, Libya, North Korea, Syria and Tajikistan. The Company may cancel any sales or transfers to users domiciled or located in any such country and may seek to block such users from accessing the Tokens.
4. Token and Voting Specifications
Quantity of Tokens:
The Company has generated 100 billion $WLFI as native tokens on the Ethereum blockchain for use with the WLF Protocol.
Voting Ownership Limitation
All $WLFI will have equal voting power within the WLF Protocol, but no persons may vote in excess of 5% of the outstanding votable Token supply regardless of the number of $WLFI held, subject to community voting and governance proposals. Accordingly, you and your affiliated persons should not seek to acquire more than 5% of the outstanding votable Token supply. Because some Tokens will be held in treasury and are non-votable, and founding team Tokens are also subject to the 5% token voting limitation, the Company anticipates the votable Token supply will be less than the total Token supply, though this number is subject to change.
5. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with acquiring, holding and using Tokens, including, without limitation, these disclosed and explained in the Risk Disclosures available here. If you have any questions regarding these risks, please contact us at [email protected].
BY ACCEPTING THESE TERMS AND USING, ACQUIRING OR HOLDING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH HERE. ALL RISK OF LOSS IS BORNE SOLELY BY THE TOKEN HOLDER.
6. Security
You are solely responsible for implementing reasonable measures for securing the Wallet, Ethereum Mainnet externally owned account, ledger, hardware device, vault or other storage mechanisms you use to receive and hold Tokens, 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 Tokens. If your private key is compromised, you may lose access to your Tokens. Even if we refer you to third-party wallet solutions, we are not responsible for the adequacy of their services or software, or for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by $WLFI service providers.
7. Personal Information
We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with your use, acquisition or holding of Tokens. You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that you may not be able to use, transfer, acquire or hold Tokens until you provide such requested information and we have determined that your use, acquisition, transfer or holding of Tokens is permissible under applicable law or regulation.
We may use aggregate statistical information about your activity, including your activity on the Company Site and logins to various websites, for marketing or any other purpose at our sole discretion, in accordance with our Privacy Policy or any other WLF Protocol Terms and Policies. We may use your internet protocol address to verify your use, acquisition and/or holding of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other WLF Protocol Terms and Policies, all of which you have agreed to by consenting to these Terms and/or using $WLFI to participate in the WLF Governance Platform.
8. Taxes
You are solely responsible for determining what, if any, taxes apply to your any acquisition or holding of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your use, acquisition or holding of Tokens. You agree not to hold the Company or any WLF Protocol Parties (as defined below in Section 10) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the WLF Protocol.
9. Representations and Warranties
By using, acquiring or holding Tokens, you represent and warrant that:
9.1 Legal Competency
If you are a natural person, you are over the age of 18 (or if higher, you are over the age of majority in your country of residence, and you are legally able to own or use the Token);
9.2 Due Authorization
If you are using, acquiring or holding Tokens on behalf of a legal 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).
9.3 Acknowledgment of Terms and Risks
You have read and understand these Terms, the Risk Disclosures, Gold Paper and the other available WLF Protocol Terms and Policies and understand the risks, responsibilities and implications of using, acquiring or holding the Tokens.
9.4 Non-Sanctioned Person
You are not (i) a citizen or resident of a geographic area in which your use, acquisition or holding of the Tokens or use of the Tokens for governance functionality is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS's Denied Persons, Unverified, or Entity Lists, or OFAC's List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC's Debarred Parties List.
9.5 Acquiring Only for Participation in Governance
You are not using, acquiring or holding Tokens for any investment, speculative, or other financial purposes and you understand that the sole utility of the Tokens is to participate in governance. You are agreeing to participate in governance, and you understand that it is your responsibility to participate.
9.6 Sole Control of Wallet
The Wallet address you supply is controlled by you and you alone.
9.7 Bad Actor Disqualification
None of the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) of Regulation D promulgated under the Securities Act are applicable to you.
9.8 Sufficient Understanding
You have such knowledge and experience in blockchain technology, cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology and financial and business matters that you can be presumed capable of evaluating the merits and risks of acquiring and using the Tokens to participate in governance of the WLF Protocol. In evaluating the merits and risks of acquiring, holding and/or using the Tokens, you have and will rely upon the advice of your own technical advisors, legal counsel, tax advisors, and/or other advisors.
9.9 Adequate Information and Non-Reliance
You have obtained sufficient information about the Tokens to make an informed decision to use, acquire or hold the Tokens and ask any questions, and you have not relied on any representations or warranties made by, or information provided by, the Company, WLF Protocol Parties, or any party outside of these Terms and the other WLF Protocol Terms and Policies, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper.
9.10 Acknowledgement of Compensation to Company Advisors and Service Providers
You understand that the Company has compensated persons to promote awareness of World Liberty Financial or the Tokens and provide development and other services, but you are not relying on any information provided by any such person in making a decision to use, acquire or hold the Tokens. DT Marks DeFi, LLC and its affiliates, including Donald J. Trump have received a fixed grant of 22,500,000,000 $WLFI tokens and are entitled to 75% of net protocol revenues as defined in a services agreement to include revenue to World Liberty Financial from any sources, after deduction of agreed reserves, agreed expenses and other amounts. Certain other WLF directors and officers, advisors, promoters and service providers and their affiliates are entitled to receive a fixed grant of 7,500,000,000 Tokens as well as the right to receive 25% of net protocol revenues from the WLF Protocol.
9.11 Acquiring for Own Use
You are acquiring the Tokens for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same or any part thereof. You further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to these Terms or the Tokens. If you are acquiring the Tokens on behalf of an entity, the entity has not been formed for the specific purpose of acquiring the Tokens.
9.12 No Registration with Any Authority
You acknowledge that (i) the Tokens have not been registered under the Securities Act or any state or foreign law securities laws, and that the Company has no plans to register the Tokens under any such laws, and (ii) there is substantial uncertainty as to the application of securities, financial, tax and other laws to new technologies, including blockchain technology and tokens, and that the interpretation of existing laws or new laws may affect the regulatory status of the Tokens, and the use of the Token.
9.13 No Unauthorized Use
You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the Tokens. If you do share your 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 relating to the Tokens through the use of your credentials. We reserve the right to suspend or block your access to the Tokens upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials.
9.14 Responsibility for Compliance with Applicable Law
The Tokens are not intended to be offered and sold or used in any jurisdiction where not permitted by applicable law. You represent that your use, acquisition and/or holding of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to; (i) legal capacity and any other threshold requirements in your jurisdiction for the use, acquisition and/or holding of the Tokens and entering into contracts with us and to receive software and participate in the use of the WLF Protocol, (ii) any foreign exchange or regulatory restrictions applicable to such use, acquisition and/or holding, and (iii) any governmental or other consents that may need to be obtained. You understand that you bear the sole responsibility to determine whether your use, acquisition and/or holding of the Tokens and the WLF Governance Platform, change in value of the Tokens, and/or any other action or transaction related to the Tokens and WLF Governance Platform may have legal, including tax, implications.
9.15 Responsibility for Complying with Tax Obligations
You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your holding, use, acquisition, disposition, or transfer of the Tokens; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any legal, including tax, liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the WLF Protocol.
9.16 Class Action Waiver
You waive the right proceed on a class, representative, or collective basis, or arbitrate or litigate any dispute in a representative capacity against any entity or individual involved with the creation of the Tokens, as discussed more fully in Section 14.
9.17 No Rights Other than Governance
You understand that the use, acquisition and/or holding of Tokens does not involve the purchase of shares, security, or any equivalent in the Company or any existing or future public or private company, corporation or other entity in any jurisdiction.
9.18 Agreement to Provide Information
You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company's obligations under, and compliance with, applicable laws and regulations, including but not limited to KYC and AML legislation, regulations or guidance, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and/or tax information reporting or withholding legislation, regulations or guidance.
9.19 Disclosure of Information
You understand and acknowledge that the Company may be required to, or may voluntarily, report any action that the Company suspects or has reason to suspect is unusual or indicative of criminal behavior or any failure to comply with the information requests. You further understand and acknowledge that the Company may disclose the information regarding you, and if applicable, your directors, employees or agents and its direct and indirect beneficial owners to governmental authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying you that the information has been so provided.
9.20 Voluntary Provision of Information
You understand and agree that, even if the Company is not obligated to comply with any U.S. KYC and AML requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. You agree to cooperate with the Company as may be required in the reasonable view of the Company in connection with such compliance.
10. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, promoters, endorsers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “WLF Protocol Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys' fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by WLF Protocol Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms and other WLF Protocol Terms and Policies, (iii) your breach or violation of these Terms and other WLF Protocol Terms and Policies, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the WLF Protocol Parties under applicable law. The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. 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.
11. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.
NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
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 may not apply to you.
12. Limitation of Liability
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ACTUAL, TREBLE, PUNITIVE, AND/OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BODILY INJURY, OR DEATH OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF THE WEBSITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE UNDER THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, CONTRACT, WARRANTY, STATUTE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU ARISING FROM THESE TERMS, THE USE OF OR INABILITY TO USE THE WEBSITE, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $5,000 USD OR THE AMOUNT PAID BY YOU TO THE COMPANY FOR ACCESS TO AND USE OF THE WEBSITE.
YOU RELEASE THE COMPANY AND HOLD IT AND ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, SUPPLIERS, AND PROVIDERS, AND ANY THIRD-PARTY WHO PROMOTES THE WEBSITE OR PROVIDES YOU WITH A LINK TO THE WEBSITE, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE AS CITED ABOVE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE. YOU WAIVE THE PROVISION OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
13. Release
To the fullest extent permitted by applicable law, you release the Company and the other WLF Protocol Parties from responsibility, liability, claims, losses, 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 you and the acts or omissions of third parties.
14. Dispute Resolution; Arbitration
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Binding Individual Arbitration
Except for any disputes, claims, controversies, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company's respective rights to have any and all Disputes between the Parties resolved in a court, and (ii) waive your and the Company's respective rights to a jury trial. Instead, ANY AND ALL DISPUTES BETWEEN YOU AND THE COMPANY MUST BE RESOLVED THROUGH BINDING ARBITRATION (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). Disputes subject to this provision include, without limitation, those arising from or related to (a) these Terms or the breach, termination or invalidity thereof; (b) any and all products or services sold, distributed or provided by the Company; and (c) any and all interactions or transactions between the Parties, whether heretofore or hereafter arising.
No Class Arbitrations, Class Actions, or Representative or Collective Actions
Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative or collective proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Informal Dispute Resolution
The following must occur prior to and as a condition precedent to commencing a formal arbitration under these Terms. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises or becomes known, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at [email protected]. Notice to you shall be by email to the then-current email address registered with the Company. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, (iii) the date of any purchase, transaction or interaction at issue, as well as relevant documentation or screen captures if available, and (iv) the specific relief that you are seeking. For a period of sixty (60) days from the date of receipt of notice by the other party, the Parties agree to negotiate in good faith and in a timely manner about the Dispute, including through a minimum of one (1) telephonic dispute resolution conference. Dispute resolution conferences shall be individualized such that multiple individuals initiating claims cannot participate in the same conference, absent mutual agreement by the Parties. If either Party is represented by counsel, that Party's counsel may participate in the dispute resolution conference, but the Party also must appear at and participate in the conference.
The Parties agree that any relevant limitations periods and arbitral fee(s) or other deadlines will be tolled during the sixty (60) day informal dispute resolution period. After this sixty (60) day period, the relevant limitations periods and filing fee(s) or deadlines are no longer tolled until filing is effectuated under this Section. If you and the Company cannot agree how to resolve the Dispute within the informal dispute resolution period and after participating in the mandatory dispute resolution conference, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Arbitration Process
Except as otherwise provided in this Section for disputes concerning the use of intellectual property and those eligible to be heard in small claims court, any and all Disputes between the Parties, including without limitation those arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be resolved through binding arbitration before the American Arbitration Association (“AAA”) under its applicable rules and procedures including, where applicable, its Commercial Arbitration Rules, Consumer Arbitration Rules, and Mass Arbitration Supplementary Rules and their attendant procedures and fee schedules. You can review the AAA's rules and procedures at www.adr.org/rules, or you can call the AAA at 1-800-778-7879. You or the Company may initiate arbitration by written notice and compliance with all applicable AAA filing requirements; you may serve your individual demands on the Company by mail at:
407 Ayre St. #1358
Wilmington, Delaware 19804
Email: [email protected]
Absent agreement otherwise by both parties, the place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator will apply substantive law consistent with the Federal Arbitration Act (9 U.S.C. § 1 et seq., “FAA”) and applicable statutes of limitations. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" subsection of these Terms as to the types and amounts of damages for which a party may be held liable. IF WE HAVE A DISPUTE ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING WITHOUT LIMITATION WHETHER IT IS VALID, CAN BE ENFORCED, OR APPLIES TO OUR DISPUTE, THAT DISPUTE WILL BE RESOLVED IN ARBITRATION.
Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. To the extent permitted by applicable law, the Parties shall each be responsible for their own attorneys' fees and costs associated with the arbitration.
Mass Arbitrations
In the event that 25 or more individual claims are filed by the same or coordinated counsel or are otherwise coordinated, counsel for the claimants and counsel for the respondent shall each select five (5) cases (per side) to proceed in individual arbitral proceedings as part of a batching process. Any remaining claims that have complied with the procedures in this Section shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims, until they are selected to be filed as part of this batching process. At the outset of disputes under this provision, you and the Company agree to delegate to a Process Arbitrator all matters listed as within the scope of a Process Arbitrator's authority under the AAA Mass Arbitration Supplementary Rules, as well as disagreements concerning the validity, enforceability, and applicability of these terms, and any other matters that the parties mutually agree to delegate.
During the batching process, a single arbitrator shall preside over each batch of cases. After decisions have been rendered in the first ten (10) cases, the Company and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first batch of cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitral proceedings as part of a second batching process. The parties may, but are not required to, agree in writing to modify the number of cases to be included at each stage of the batching process. After decisions have been rendered in this second batch of cases, the Company and all claimants shall engage in a second global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first two (2) batches of cases. If the Parties have not resolved the remaining disputes at the close of the second global mediation, the Company or any individual claimant(s) whose claim has not been adjudicated may elect to opt out of arbitration by providing notice to the other Party, and if the claimant or the Company wishes to proceed with the claim they may file an individual (non-class, non-representative) action in court. If the Company or any claimant(s) do not opt out, those remaining claims will proceed in arbitration in continued batches of one-hundred (100) claimants per batch (to the extent there are fewer than one-hundred (100) claimants outstanding, a final batch will consist of the remaining claimants). This batching process shall in no way be interpreted as authorizing class or representative arbitration or litigation of any kind. In order to increase the efficiency of the administration and resolution of arbitrations, and if consistent with the relevant rules and procedures, the arbitral tribunal shall: (i) designate a single arbitrator for each batch; (ii) provide for a single filing fee due per side per batch; and (iii) allow joint conferences and joint hearings, and such other coordinated procedures as the arbitrator deems appropriate. The applicable limitations period(s) and filing fee deadlines shall be tolled for each claim subject to this Section from the time that the arbitral filing requirements are satisfied with respect to that claim. A court shall have authority to enforce these mass arbitration provisions and, if necessary, to enjoin a court or arbitral filing in violation thereof.
Severability of Dispute Resolution; Arbitration
The agreement to arbitrate contained in this Section shall continue in full force and effect despite the expiration or termination of these or other related terms. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
15. Governing Law and Venue
This Agreement, and all questions concerning the construction, validity, enforcement and interpretation thereof, will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The arbitration agreement in these Terms is governed by the FAA, including its procedural provisions, in all respects. State arbitration laws do not govern in any respect. Further, you and the Company each agree that the Terms evidence a transaction involving interstate commerce, and will be governed by and construed in accordance with federal law to the fullest extent possible. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the State of Florida. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
16. Severability
If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.
17. Miscellaneous
These Terms constitute the entire agreement between you and us relating to your use, acquisition and/or holding of Tokens. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at worldlibertyfinancial.com and include the date of the update. We may also attempt to notify you through other communications channels. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. 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. Using, acquiring or holding Tokens 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. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.