Waggle Network Terms & Conditions
PLEASE READ THESE TOKEN/NFT SALE AND USAGE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT PURCHASE OR USE THE TOKEN/NFT. (AS DEFINED HEREIN), DO NOT PURCHASE (WHETHER THROUGH AN INTERMEDIARY OR OTHERWISE) OR CONTINUE TO HOLD OR USE WAG (AS DEFINED BELOW) OR USE ANY PARTS OF THE WAGGLE NETWORK SITE, INCLUDING BUT NOT LIMITED TO POLLINATE AND FORAGE (AS DEFINED BELOW). THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFERING DOCUMENT AND ARE NOT AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.
BY MAKING A CONTRIBUTION TO THE PROJECTS (AS DEFINED BELOW) OR ANY INTERMEDIARY FOR THE PURCHASE OF WAG, OR ANY TOKEN OR NFT OFFERED BY WAGGLE NETWORK, OR BY CONTINUING TO HOLD ANY OF THESE ASSETS, YOU WILL BE BOUND BY THESE TERMS AND ALL THE TERMS INCORPORATED HEREIN BY REFERENCE. BY ACCEPTING THESE TERMS, YOU WILL BE ENTERING INTO A BINDING AGREEMENT WITH WAGGLE NETWORK (AS DEFINED BELOW), WHICH TERMS CONTAIN PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.
THE PURCHASE, HOLDING, AND USAGE OF DIGITAL TOKENS ARE SUBJECT TO A NUMBER OF RISKS (INCLUDING FINANCIAL RISK), SOME OF WHICH THE SELLER HAS SET OUT IN THESE TERMS. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OR OTHERWISE OF PURCHASING, HOLDING, OR USING THE DIGITAL TOKENS REFERENCED IN THESE TERMS, YOU SHOULD SEEK APPROPRIATE PROFESSIONAL ADVICE.
NOTHING IN THESE TERMS CONSTITUTES LEGAL, FINANCIAL, BUSINESS, OR TAX ADVICE, AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVISERS BEFORE ENGAGING IN ANY ACTIVITY RELATED TO THIS AGREEMENT.
The terms and conditions of this Agreement (as defined below) shall govern the use of Waggle Network (as defined below) and shall constitute a legally enforceable between the Participants (as defined below), the Projects (as defined below), and Waggle Network (as defined below).
By visiting the Website (as defined below), any Visitor (as defined below) acknowledges having read and comprehend this Agreement and agrees to be bound by its terms and conditions and to comply with this Agreement and all applicable laws and regulations. If any Visitor does not agree to the terms of this Agreement, the Visitor should refrain from using the Website. Consent is granted by the Visitor with their first use of any of the features provided by Waggle Network website. This website makes use of cookies to enhance the Visitor's experience. By continuing to use our website, the Visitor agrees to the terms and conditions of the Agreement regulating the use of Waggle Network, our Privacy Policy, and to our Cookies Policy. By consenting, the Visitor confirms that their level of English is sufficient to comprehend the meaning of the terms and conditions of this Agreement as well as all the commitments, warranties, waivers, and obligations contained herein.
If the Visitor is browsing the Website on behalf of a business or other entity, the Visitor represents and warrants that the Visitor has the necessary authority to bind that business or entity to the terms and conditions of this Agreement and that the Visitor is agreeing to this Agreement on behalf of that business or entity.
Waggle Network shall have the right to unilaterally amend and/or update the terms and conditions of this Agreement at any time without notice. The continuous use of the Website by the Visitor shall be deemed as acceptance of this Agreement in the last and most updated version. Any Visitor shall periodically review the terms and conditions of this Agreement.
By accessing and using the Website, the Visitor acknowledges and agrees that: (1) The Visitor is aware of the risks associated with crypto-assets, including but not limited to cybersecurity risks and regulatory risks; (2) The Visitor shall assume all risks related to the use of Waggle Network and crypto-asset transactions; and (3) Waggle Network shall not be liable for any such risks or adverse outcomes.
It is understood and presumed that the Participant has fully read, understood, and irrevocably accepted the terms and conditions of this Agreement prior to purchasing WAG tokens (as defined below). If any Participant does not agree with this Agreement in general or any part, such Participant should cease from using the Website and/or purchasing WAG tokens. This Agreement contains important provisions, including an arbitration provision that requires all claims to be resolved by way of legally binding arbitration.
The market value of crypto-assets is subject to extreme volatility, and there is a significant risk of economic loss associated with purchasing, trading, or holding digital tokens.
1.1. The following terms shall have the following definitions where applicable unless they are incongruous with the subject matter or context of this document. Further definitions of other capitalized words may be found elsewhere in this Agreement and shall have the same meaning throughout this Agreement unless otherwise stated.
1.2. "Agreement" refers to the contract for the use of the Platform and Services between the Participants, Projects, and Waggle Network.
1.3. "AML" stands for "Anti-Money Laundering."
1.4. "Confidential Information" refers to any and all information of a confidential or proprietary nature (whether or not specifically labeled or identified as "confidential") relating to the parties or their respective directors, employees, customers, independent contractors, agents, and affiliates, in any form or medium whatsoever, the disclosure of which would cause harm to the party to which the information refers.
1.5. “Waggle Network” or “the Website” or “the Platform” shall mean a platform as described according to clause 2.3.
1.6. Waggle Network “Platform Rules” refer to all rules, interpretations, announcements, statements, letters of consent, and other contents that have been and will be subsequently released by Waggle Network, as well as all regulations, implementation rules, product process descriptions and announcements published in the Help section or within products or service processes including the Medium articles and FAQ sections.
1.7. "WAG Token(s)" refer to the native utility-type cryptographic digital tokens issued by Waggle Network.
1.7.1 “Tokens” shall mean any cryptographic digital tokens whether wrapped inside an NFT or otherwise.
1.8. “Waggle Ecosystem” shall mean the legal entity or entities operating the Waggle Network platform including Pollinate, Forage, Hive, or any other functions within or outside the Waggle website.
1.9. "Governmental Authority" refers to any nation or government, any state or other political subdivision thereof, and any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, but not limited to, any government authority, agency, department, board, commission, or instrumentality, as well as any court, tribunal, or arbitrator (s) of competent jurisdiction.
1.10. “GST” shall mean Goods and Services Tax.
1.11 "Intellectual Property" refers to all ownership or proprietary rights, usage rights, and other rights in domain names, patents and patent applications, trade secrets, trademarks, and service marks, trademark and service mark registrations and applications (including, but not limited to, Waggle Network trademarks), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property.
1.12. “KYC” means Know Your Customer.
1.13. “KYB” means Know Your Business.
1.14. “Laws” shall mean and include any law, regulation, or other provisions that have legal effect in any jurisdiction where the Business is situated or operates.
1.15. “Licensed Product” includes the Waggle Network Fundraising Platform, WAG, Pollinate, Forage, Hive and any other Intellectual Property of the Service Provider licensed to the Customer under this Agreement for the purposes of conducting use of Waggle Network and provision of any other services of the Service Provider under this Agreement.
1.16. “Participant(s)” shall mean Users of Waggle Network who participate in the usage of the Waggle Network Website, whether or not they purchase WAG tokens.
1.17. “Project(s)” shall mean a company duly registered and validly existing in their country of incorporation that sells Utility Tokens within the context of a Pollinate Project.
1.18. "Platform" or "Waggle Network" refers to an online platform accessible through the website https://app.waggle.network, an application completely owned, operated and controlled by Waggle Network.
1.19. “Prohibited Person” shall mean any individual or legal entity that is (i) a national or resident of, or legal entity formed or incorporated within or subject to the laws of any United States embargoed or restricted country; (ii) solely with respect to the non-government sanctioned trading, mining, minting of digital assets or cryptocurrency, or support of the foregoing, a national or resident of, or legal entity formed or incorporated within, or subject to the laws of the People’s Republic of China; (iii) a national or resident of, or legal entity formed or incorporated within or subject to the laws of the Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or the Crimea; (iv) included on, or affiliated with any Person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (v) a Person with whom business transactions, including exports and re-exports, are restricted by a United States Governmental Authority, including each item listed in the foregoing clauses (i), (ii), (iii), (iv) and (v) and any updates or revisions thereto and any newly published rules therefore; or (vi) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, the United States of America, or the United Kingdom.
1.20. The "Purchase Price" refers to the price ratio paid by the Participant in exchange for PP Tokens.
1.21. “Sanctions” shall mean collectively sanctions administered or enforced by any country, government, or public authority.
1.22. “Services” shall mean the services described in clause 2.1.
1.23. “PP Funds” means the proceeds deriving from the sale of PP Tokens.
1.24. “PP Tokens” shall mean the Utility Tokens sold and purchased within the context of a PP.
1.25. “Pollinate Project (PP)” shall have the meaning ascribed to it in clause 3.1.
1.26. "Tax," "Taxes," or "Taxation" refers to any taxes, duties, levies, imposts, or other amounts due based on earnings, income, or transactions.
1.27. “TGE” shall mean Token Generation Event.
1.28. “IDO” shall mean Initial Dex Offering.
1.28.1. “Pre-IDO” or “Post-IDO” shall refer to a PP Sale
1.29. “Third-Party/Third-Parties” shall mean any other natural person who is not a User or a Visitor.
1.30. “Token Metrics” mean the information concerning the PP Tokens, including but not limited to the token denomination, characteristics, tokenomics model, token supply, vesting schedule, price, technical specifications and functionalities (utilities), and any other technical or commercial information or metric of the Utility Tokens that may be relevant in the context of a PP.
1.31. “User” shall mean a person who has connected a cryptographic currency Wallet to the Waggle Network Website or any of its functions.
1.32. “Utility Tokens'' shall mean utility-type crypto-assets according to the definitions of (a) the “Guidelines for inquiries regarding the regulatory framework for Pollinate Projects (PPs)” issued by the Swiss financial regulator (FINMA) on 16 February 2018, (b) the “Report with advice for the European Commission on crypto-assets'' issued by the European Banking Authority (EBA) on 9 January 2019, (c) the “Guidance on Crypto Assets: Feedback and Final Guidance to CP 19/3” issued by the British financial regulator (FCA) in July 2019, and (d) point n. 86 of the “Advice Initial Coin Offerings and Crypto-Assets'' issued by the European Securities and Markets Authority (ESMA) on 9 January 2019.
1.33. “VAT” shall mean Value Added Tax.
1.34. “Visitor” shall mean any individual or legal entity browsing the Website.
1.35. “Website” or “Waggle Network Website” or “Platform” shall mean this website accessible at the following URL: https://waggle.network/ and the app within https://app.waggle.network/
1.36. “Hive Staking” shall have the meaning ascribed to it in clause 3.3.
1.37. “NFT” shall mean Non-Fungible Token.
1.38. “PP NFT” shall mean an NFT that contains the PP Tokens or Utility Tokens within the context of a PP.
1.39. “Forage” shall mean an NFT Marketplace developed and operated by Waggle Network
1.40. “Pollinate” shall mean the fundraising function of the Waggle Network for Pre IDO or Post IDO or PP Sales collectively.
1.41. Except where the context requires otherwise, this Agreement will be interpreted as follows:
1.41.1. Headings are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement;
1.41.2. Where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings;
1.41.3. Words importing the singular shall include the plural and vice versa;
1.41.4. Reference to Articles and Schedules are to articles and schedules of this Agreement;
1.41.5. All words (whether gender-specific or gender-neutral) shall be deemed to include each of the masculine, feminine and neutral genders;
1.41.6. The ejusdem generis (of the same kind) rule will not apply to the interpretation of this Agreement; accordingly, include and including will be read without limitation;
1.41.7. A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated, or replaced from time to time in terms thereof;
1.41.8. A reference to a statute or statutory provision includes, to the extent applicable at any relevant time;
1.41.9. That statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision whether before or after the date of this Agreement;
1.41.10. Any subordinate legislation or regulation made under the relevant statute or statutory provision;
1.41.11. References to writing include any mode of reproducing words in a legible and non-transitory form and shall include email or other electronic communication.
2.1. Waggle Network is a multi-chain noncustodial marketplace protocol providing these following services:
2.1.1. Waggle Network provides brokerage services to connect Participant(s) and Project(s) in a crowdfunding round involving the selling of Utility Tokens, which is made possible by a decentralized fundraising feature called “Pollinate” which is operated by Waggle Network -
2.1.2. Waggle Network provides an exchange marketplace “Forage” for Participants to trade their PP NFTs with each other with a public facing user interface and in a trustless and decentralized manner.
2.2. All functions or services provided by Waggle Network are all parts of the Waggle Network ecosystem and will be known collectively as Waggle Ecosystem, The Platform or The Waggle Network Platform, or The Services throughout this agreement.
2.3. Waggle Network shall provide the Project(s) and the Participant(s) with the IT infrastructure that allows them to meet and enter into a legal relationship between themselves concerning, respectively, the sale and purchase of an PP NFT containing Utility Tokens. It is acknowledged and accepted that the legal connection relating to the sale and purchase of Utility Tokens will take place between the Project(s) and the Participant(s), without the involvement of Waggle Network, whose function is limited to setting the circumstances for this relationship to take place.
2.4. Waggle Ecosystem shall consist of the Website (whose domain name includes, but is not limited to, https://waggle.network/), mobile applications, applets, and other applications and/or web platforms, social media platforms developed to provide the Services, including independently-operated platforms, websites, and projects within the ecosystem.
2.5. Waggle Network should relate to the legal entities in charge of providing the Services. Given the significant degree of ambiguity around the legal framework governing crypto-assets, Waggle Network may adapt in order to mitigate the regulatory risks connected with such uncertainty. In this situation, the new legal organizations will be regarded as part of the Waggle Network and must comply with the terms and conditions. Any changes to the Waggle Network's legal framework will have no effect on the rights and duties of Projects or Participants.
2.6. In the event of a dispute, the plaintiff shall identify the counterparties based on the relevant services and the specific acts or omissions that impact the rights or interests of the plaintiff.
2.7. Waggle Network is not a security company, a capital tracker, a portfolio manager, or a financial advisor. Waggle Network is neither a financial institution nor a provider of financial services. Waggle Network is not licensed or authorized by any regulatory entity. Waggle Network does not and will not provide any financial advice, including advice on the acquisition of digital tokens, at any time. Please keep in mind that Waggle Network is neither a financial institution nor a supplier of financial services, nor is it issuing or selling any security or financial instrument.
2.8. In the delivery of the Services, Waggle Network acts as an independent contractor but not as an agent of the Participant(s) and/or Project(s). This Agreement shall not be construed as the basis for or proof of the parties' affiliation, joint venture, partnership, or franchise.
2.9. Waggle Network is under no obligation to assist Participants and/or Projects in enforcing any claims they may have against each other as a result of any engagements entered into as a result of the Services and/or in connection with their use of the Waggle Network platform; however, Waggle Network reserves the right to do so at its sole discretion.
3.1. Waggle Network has created a novel crowdfunding solution for the selling of Utility Tokens with allocation based on the Participant’s condition. Pollinate Project (PP) is the name given to such a procedure. Both Pre-IDO and Post-IDO programs are referred to as "PP." The objective of a PP is to assist promoters of innovative entrepreneurial initiatives (i.e., Projects) in fundraising activities, as well as to increase the power of stakeholders (i.e., Participants) in guiding the development of innovative entrepreneurial initiatives in which they are involved.
3.2. The Project(s) shall use the PP proceeds to carry out its mission, vision, business strategy, and objectives as communicated to its community via its whitepaper, website, social media, and other communication channels, including but not limited to public statements made by directors, officials, and team members.
3.3. In order to participate in the PP Sales, the Participant(s) must deposit and lock a specified quantity of WAG Tokens inside a smart contract in accordance with the instructions on the Website. This kind of participation mechanism will be referred to as "Hive Staking (HS)". Participants must declare their interest by applying to join the whitelist for each Project. The automatic system of Waggle Network analyzes the quality of the wallets associated with the smart contract based on a variety of parameters, including, but not limited to, the number of WAG Tokens staked in "HS" and other eligibility. The wallet scan results decide whether or not the Participant is authorized to participate in PP and under what restrictions. If the wallet selection is lottery-based, a random selection of wallets with equal or equivalent quality must be used. There may be a guaranteed allocation if the wallet scanned matches specific conditions determined in each PP Sales.
3.4. If the aforementioned automatic mechanism has picked the Participant's wallet, The Participant has the option of purchasing Utility Tokens for a certain PP within a time frame indicated on the Website. If the Participant does not exercise this option within the specified time window, the Participant forfeits the right to acquire Utility Tokens.
3.5. Within the context of a PP, the Purchase Price shall be paid by the Participant(s) to the Project(s) in stablecoin, either USDC or BUSD, according to the instructions on the website. The delivery of the Utility Tokens shall be governed by a smart contract and shall follow the vesting schedule described on the Website. Please note other stablecoins may be added in the future without due notice being given. In some particular events, Project(s) will require Participant(s) who successfully purchased Utility Tokens to visit their vesting site for token claiming.
3.6. The amount of Utility Tokens to be distributed to the Participants may be subject to a deduction for the purpose of redistribution towards the other Participants.
3.7. The Participant(s) shall be entirely responsible for considering and deciding the appropriateness of completing the PP Token purchase. The Participant understands and accepts that any purchase of PP Tokens may be subject to additional terms and limitations specified by the Project. The Participant recognizes, accepts, and understands that Waggle Network is not responsible for the Project’s business activity, nor for compliance with the Project's information, vision, purpose, business strategy, and goals (s). Waggle Network disclaims any responsibility for the Project's result. The Participant is entirely responsible for any PP Tokens acquired over the Waggle Network.
3.8. By signing this Agreement and gaining access to Waggle Network, the Participant agrees to Waggle Network staking its tokens. Waggle Network locks the Participant's tokens for an unspecified period of time using staking protocols, rendering them invisible in the Participant's wallet and preventing them from being traded, withdrawn, or otherwise disposed of, unless the Participant unstakes the tokens, which may incur additional costs and fees.
4.1. PP Tokens will be issued to them in the form of an NFT or PP NFT which is minted for exclusive use on the Waggle Network website.
4.2. The Participant will be charged a fee of $5 to cover the costs associated with the KYC verification procedure, platform fees and minting of the above described NFT.
4.2.1 Waggle Network reserves the right to change the fee as described above without notice.
4.3. The Participant bears complete and total liability for the price they set for their NFT on Forage. The Participant agrees that Waggle Network will hold no responsibility for errors made during the selling or purchasing of NFTs on Forage or elsewhere on the Waggle Network platform.
4.4. The Participant(s) shall be solely responsible for evaluating and determining the value and suitability of each NFT when considering a purchase through Forage. The Participant acknowledges and agrees that in any purchase of NFT based tokens, its individual engagement with a particular Project might be subject to specific terms and conditions as set out by that Project. The Participant acknowledges, agrees, and understands that Waggle Network is not responsible for the business conduct of the Project(s), nor for adherence to the information, vision, mission, business strategy, and objectives communicated by the Project(s). Waggle Network shall be absolved from any responsibility regarding the Project’s outcome. The Participant takes full responsibility regarding any NFT purchased through Waggle Network and the Forage feature.
5.1. The Participant shall be a user of Waggle Network User who, at his or her own discretion, elects to engage in the investment mechanism and/or one or more PPs. The Participant must make this determination after carefully weighing all of the risks associated with cryptographic digital tokens, including but not limited to regulatory concerns and cybersecurity risks. The Participant may make a choice in part on the basis of the information displayed on the Website. However, the Participant recognizes, accepts, and understands that the Website and its contents do not constitute investment advice, financial advice, trading advice, or any other kind of advice, and that the Participant shall not consider any of the Website's materials in that capacity. Before making any choices based on any information or other material on the Website, the Participant is solely responsible for weighing the benefits and risks associated with such use. The Participant recognizes that the cryptocurrency market is very volatile, and it should be aware of the danger of losing all their money invested in the cryptocurrency market.
5.2. The Participants acknowledge, agree, and comprehend that Waggle Network does not supervise, direct, or control any of the projects in any way; and that Waggle Network does not control, verify, assure, guarantee, or warrant that the information provided by the project(s) to the participant(s) via the Website is honest, accurate, complete, and up to date. When participating in a PP sale, the participant(s) must conduct their own due diligence on the project(s) before purchasing PP Tokens.
5.3. The Participants clearly accept that they are acquiring and receiving PP Tokens at their own risk and that the Website and PP Tokens are supplied on an "as is" basis without any express or implied guarantees.
5.4. The Participants acknowledge and accept that the purchase of PP Tokens, as with any other kind of acquisition, has considerable risks. As a result, participants should only acquire PP Tokens if they are familiar with cryptographic tokens and blockchain-based software and have a functional grasp of the storage and transmission methods connected with other cryptographic tokens.
5.5. By purchasing PP Tokens, the Participants confirm that they understand and assume the risks involved in such a transaction. In particular, the Participants confirm to fully understand and accept the following:
5.5.1. PP Tokens will be wrapped in a PP NFT and will not be visible in wallets or exchanged as Utility Tokens until Participants successfully claim Utility Tokens or PP Tokens from their PP NFTs. PP NFTs will be traded only on Forage, and possession of a PP NFT entitles the owner to claim PP Tokens.
5.5.2. Any PP will not entail the issue of any securities (whether stock or debt, registered or unregistered), or other types of investment certificates.
5.5.3. PP Tokens are essentially cryptographic tokens that reside on one or more blockchains and may be used to access and interact with the linked Project's digital services and apps.
5.5.4. PP Tokens are not redeemable, are not linked to financial returns, and are not backed by any underlying asset, security, or buyback agreement, and hence do not necessarily have a liquid or market value.
5.5.5. To all intents and purposes, PP Tokens do not represent any kind of investment contract.
5.5.6. The purchase of PP Tokens is not an investment or a collective investment plan, and the Participant(s) should not anticipate any reimbursement, refund, return, or profit as a result of their participation in HS or a PP.
5.5.7. The Participant(s) shall engage in the HS or a PP sale with the intent of investing, speculating, or profiting. By participating in HS or a PP, the Participant(s) should not expect to get anything other than PP Tokens in exchange for the Purchase Price.
5.5.8. The amount paid for PP Tokens by the participant(s) is non-refundable. As a result, the participant (s) must consider all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, data loss, theft, lost usernames, passwords, or private keys, incorrectly executed transactions, and/or hacks, all of which may result in the complete loss of the PP Tokens, among other things.
5.5.9. It is possible that certain jurisdictions will apply existing regulations or introduce new regulations addressing blockchain technology-based applications, which may be contrary to the current setup of the HS and/or PP and which may, inter alia, result in substantial modifications or loss of PP Tokens.
5.5.10. Due to the fact that the subject of digital encryption is relatively young, there is a possibility of unanticipated assaults on multiple or all components of the Waggle Network platform. Parties may lose their WAG Tokens, PP Tokens, and stablecoins in the case of such an cyberattack/hack.
5.6. The Participant understands the inherent risks associated with the blockchain technology and cryptocurrencies, including, but not limited to, those listed hereinafter:
5.6.1. Risks associated with (intellectual) property rights: the Participant understands and accepts that, due to a lack of originality of the software and to the immaterial character of the PP Tokens, there may be no title of ownership in and to the PP Tokens.
5.6.2. Risks associated with IT: the Participant understands and accepts that the smart contracts, the Website, all the components of the Waggle Network platform, the blockchain (i.e. the Solana blockchain) are still in an early stage and unproven. The Participant understands and accepts that there is no warranty that the process for delivering PP Tokens and/or the smart contracts will be uninterrupted or error-free and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of WAG Tokens, PP Tokens, and stablecoin. The Participant understands and accepts that the smart contracts and/or underlying protocols and/or any other software involved may either delay and/or not execute the delivery of PP Tokens.
5.6.3. Regulatory risks: the Participant understands and accepts that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology-based applications, which may be contrary to the current setup of the Waggle Network platform and which may, inter alia, result in substantial modifications of the Waggle Network platform, including its termination and the loss of PP Tokens.
5.6.4. Risks associated with abandonment/lack of success: the Participant understands and accepts that the development of the Project(s) may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competitors). The Participant, therefore, understands that there is no assurance that, even if the Project is partially or fully developed and launched, the Participant will receive any benefits through the PP Tokens or NFTs held by him/her/it.
5.6.5. Risks associated with a loss of private key: the Participant understands and accepts that PP Tokens and any associated NFT held on the Waggle Network platform can only be accessed by using a digital wallet. The Participant understands and accepts that if his/her/its private key or password gets lost or stolen, the PP Tokens associated with the Participant's digital wallet and any associated NFT will be unrecoverable and will be permanently lost.
5.6.6. Risks associated with Parties’ wallets: the Participant understands and accepts that Waggle Network is in no way responsible for the digital wallet on which the PP Tokens are transferred. The Participant(s) shall understand and agree that they are solely responsible for the access and security of their digital wallet, for any security breach of their wallet and/ with any loss of PP Tokens resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider and/or bankruptcy of the digital wallet service provider. The Participant understands and accepts that the wallet or digital wallet service provider used for the PP has to be technically compatible with the PP Tokens. The failure to assure this may have the result that the Participant will not gain access to his/her/its PP Tokens.
5.6.7. Risks associated with theft/hacks: the Participant understands and accepts that the smart contracts, the Website, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to cyber attacks by hackers or other individuals that could result in theft or loss of WAG Tokens and/or PP Tokens, and/or stablecoins.
5.6.8. Risks associated with depreciation: the Participant understands and accepts that with regard to PP Tokens, no market liquidity may be guaranteed and that the value of PP Tokens over time may experience extreme volatility or depreciate in full.
5.7. The Participant(s) shall confirm that they have understood all the risks mentioned above and hereby confirm that they use Waggle Network at their own risk. The Participant(s) shall understand and agree that Waggle Network shall not be liable for any damage or loss incurred by the Participant(s) due to the materialization of any of the risks mentioned above. The Participant(s) shall release Waggle Network from any liability for any damage and/or loss arising, directly or indirectly, from their use of the Waggle Network platform.
6.1. The Project shall be an innovative entrepreneurial initiative engaged in a crowdfunding operation executed through the issuance and sale of Utility Tokens within the context of a PP. The Project shall use Waggle Network platform and the Services only for the purpose of the aforementioned crowdfunding operation. The proceeds derived from the sale of its Utility Tokens (i.e., PP Tokens) shall be used by the Project with the sole purpose of executing the mission, vision, business strategy and objectives communicated to its community through its whitepaper, website, social media and other communication channels, including but not limited to public statements of directors, officials and team members of the Project.
6.2. The Project shall honestly and accurately represent the characteristics of its initiative in order to allow the Participants to take an informed and conscious decision concerning the purchase of PP Tokens.
6.3. The Project shall communicate honest, accurate, and updated information to Waggle Network at all times. The Project shall not modify the Token Metrics without the prior written consent of Waggle Network and shall be liable towards the Participants for such changes.
6.4. The Project shall obtain a legal opinion assessing the legal qualification of its PP Tokens.
6.5. The Project represents and warrants the following.
6.5.1. The Project is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
6.5.2. The execution, delivery and performance by the Project of this Agreement are within the power of the Project and, other than with respect to the actions to be taken when PP Tokens are to be delivered to the Participant, has been duly authorized by all necessary measures on the part of the Project. This Agreement constitutes a legal, valid and binding obligation of the Project, enforceable against the Project in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. The Project is not in violation of (a) its current certificate of incorporation or bylaws, (b) to its knowledge, any material statute, rule or regulation applicable to the Project including but not limited to, virtual assets and virtual asset service providers regulation, securities, investment adviser, broker-dealer, money services business, money transmitter regulations, regulations preventing dealings with certain sanctioned individuals, entities and countries and money laundering and terrorist financing regulation (for which the Project has adopted adequate procedures and policies) or (c) any material indenture or contract to which the Project is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Project.
6.5.3. The performance and consummation of the transactions contemplated by this Agreement do not and will not: (a) violate any material judgment, statute, rule, or regulation applicable to the Project; (b) result in the acceleration of any material indenture or contract to which the Project is a party or by which it is bound; or (c) result in the creation or imposition of any lien upon any property, asset or revenue of the Project or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Project, its business or operations.
6.5.4. The Project owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
6.5.5. Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, affiliate or person acting on behalf of the Project or any of its subsidiaries are (a) currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (hereinafter collectively referred to as “Sanctions”); or (b) located, organised or resident in Iran, North Korea, Cuba, Sudan or Syria. The Project and its subsidiaries have not knowingly engaged in for the past five years, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the target of Sanctions prohibiting any such dealings or transactions. Neither the Project nor any of its subsidiaries nor any director, officer, agent, employee, nor any Representative are a Prohibited Person; nor has the Project, its Representatives or any of the Project’s Affiliates engaged in any dealings or transactions with any Prohibited Persons; and the Project, its Representatives and its Affiliates have complied with all requirements of laws, government orders or resolutions of United Nations relating to anti-money laundering, anti-terrorism, trade embargos and economic sanctions applicable to its, its Representatives or its Affiliates’ activities. Neither the Project, nor any person having a direct or indirect beneficial interest in the Project or the Agreement being acquired by Project, or any person for whom Project is acting as agent or nominee in connection with the Agreement, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organised or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
6.6. Furthermore, the Project covenants that:
6.6.1. The Project will not issue or use the PP Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, the issuance or use of the PP Tokens in connection with transactions that contradict international standards on anti-money laundering and counter-terrorism financing procedures.
6.6.2. The PP Tokens, which will be transferred to the Participant hereunder, does not and will not represent the proceeds of a money laundering offense or a terrorist activity financing offense under anti-money and counter-terrorism financing regulations applicable to the Project.
6.6.3. The PP Tokens, which will be transferred to the Participant hereunder, does not and will not represent the proceeds of a money laundering offense or a terrorist activity financing offense under anti-money and counter-terrorism financing regulations applicable to the Project.
6.6.4. The Project hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction (with respect to the Project’s nationality and residence) in connection with the issuance of the PP Tokens, including (a) the legal requirements within its jurisdiction (with respect to the Project’s nationality and residence) for the issuance of the PP Tokens, (b) any foreign exchange restrictions applicable to such PP Tokens issuance, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the issuance and transfer of the PP Tokens. The Project’s issuance of the PP Tokens according to this Agreement will not violate any applicable securities or other laws of the jurisdiction(s) of the Project’s nationality and residence. The Project is not a resident of any country in which the issuance of the PP Tokens is prohibited.
7.1. Waggle Network is obliged to exert control over the Participant(s) and Project(s) in order to comply with Know Your Customer (KYC) and Know Your Business (KYB) standard practises and Anti Money Laundering (AML) applicable laws and regulations (together, “KYC/AML regulations''). Waggle Network expects the Participant(s) and the Project(s) to be acting in good faith regarding the information provided at the creation of the Business Relationship and during the Business Relationship. The Participant(s) will not be able to receive any payments from the Project(s) unless the Participant conforms successfully with established KYC procedures in accordance with our AML Policy.
7.2. The Participant(s) and the Project(s) must provide Waggle Network with true and accurate details of all required KYC, KYB and AML requirements. The Participant(s) and the Project(s) acknowledge that by failing to submit all necessary KYC/KYB/AML information. The Participant(s) and the Project(s) will not receive any Future Tokens. The Participant(s) and the Project(s) will take all reasonable and necessary measures to rectify any issues.
7.3. The Participant(s) and the Project(s) shall provide any further items and documentation which Waggle Network may reasonably request in the case of further Investigations at the discretion of Waggle Network or to actualize the Business Relationship according to its legal obligations.
7.4. The Participant(s) and the Project(s) use will not violate any and all laws and regulations applicable to the Participant, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
7.5. Waggle Network performs KYC/AML checks on Participant(s) and Project(s) eligible for participation (including receiving payments from Projects) within the Platform. The Parties acknowledge, agree, and understand that Waggle Network will transfer to a third party service provider any collected KYC/AML data and that Waggle Network has the independent right to terminate the Participant’s participation in the community of that Project, including termination of the possibility to provide Created Content and/or any other services to Participants, and the possibility to receive payments from the Project, all based on the results of the KYC/AML checks.
7.6. Sanctions
7.6.1. The Participant(s) and the Project represent and warrant that they have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce.
7.6.2. Pursuant to the economic sanctions programs administered in the jurisdictions where Waggle Network conducts business, Waggle Network is prohibited from providing services or entering into relationships with certain individuals and entities. In the event that the Waggle Network is required to block assets associated with the Parties’ Waggle Network Account in accordance with a sanctions program or other similar government sanctions programs, Waggle Network may (i) deactivate or block Participants activity, (ii) and withhold any outstanding rewards. Waggle Network is not responsible for any losses, whether direct or indirect, that the Parties may incur as a result of our complying with applicable law, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant or other legal order. Accessing Waggle Network Services and the Waggle Network Platform (including any engagement with Project(s) through the Waggle Network Platform) is subject to compliance with economic sanctions imposed by applicable jurisdictions. Using Waggle Network Services and accessing Waggle Network Platform, the Parties represent and warrant that their use of any of the Waggle Network’s services complies with those requirements.
7.6.3. Without limiting the foregoing, the Parties may not acquire any cryptographic tokens or use any of the Waggle Network Services through the Waggle Network Platform if: (1) if anyone is in, under the control of, or a national or resident of any country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or is on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime; or (2) The Parties intend to supply the acquired cryptocurrency(ies) or Waggle Network Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime.
7.7. Waggle Network reserves the right to choose markets and jurisdictions to conduct business and may restrict or refuse, in its discretion, the provision of services in certain countries or regions.
7.8. Documents submitted must be verified prior to the opening of a Waggle Network Account. Verification of the identity of the Parties will be required to cross-check the Parties’ identities, using provided information and other controls to ensure a meaningful identity confirmation process based on accumulated reward size, among other factors. The following are examples of verification methods the Project may use:
7.8.1. Obtaining proof of address, such as a copy of a utility bill or bank statement from the Account holder;
7.8.2. Comparing the identifying information with information available from a trusted third-party source, such as international databases;
7.8.3. Analysing whether there is logical consistency between the identifying information provided, such as the User’s name, street address, ZIP code, and date of birth (logical verification);
7.9. The Parties are obliged to comply with “Know-Your-Business” (“KYB”), and “Anti Money Laundering” (“AML”) standard procedures and other banking or government regulations. The Parties fully agree to assist Waggle Network in fulfilling the mentioned obligations and provide any necessary information if such is required from the Participant by the Governmental Authorities.
7.10. The Parties have not and will not supply Waggle Network with inaccurate or misleading information relating to Participant’s purchase of the Tokens, including, without limitation, as to the Participant’s identity and source of funds. The Parties will supply Waggle Network with all accurate information, documentation or copy documentation that Waggle Network may require in order to allow Waggle Network to accept the Participant’s purchase of Tokens and allocate Tokens to the Participants, and the Parties will provide Waggle Network with any additional information which may be reasonably required in order that the Project can fulfill its legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering and "Know Your Business" Obligations and/or any change to the information that the Parties have supplied to the Project.
7.11. At the discretion of Waggle Network, if the type of Waggle Network Account increases the risk that Waggle Network will not be able to verify the true identity of the Parties through documents is confirmed, the Waggle Network Account will be closed by Waggle Network.
7.12. As part of Waggle Network’s compliance process with such regulations, Waggle Network shall conduct KYB/KYC checks on the Parties through a third party platform. Such checks shall be conducted prior to the Participant’s payment of the Purchase Price. As part of such checks, Waggle Network shall collect and store, and the Participant agrees to provide prior to the purchase of the Tokens or prior to the transfer of the Tokens to Waggle Network, the following types of data:
7.12.1. Participant name;
7.12.2. Jurisdiction of Incorporation;
7.12.3. Extract from the local commercial register and other incorporation documents;
7.12.4. Be sure to check which documents can be used for the Party’s relevant country — in Annex II.
7.13. The third-party KYB service provider shall conduct on behalf of Waggle Network further AML checks concerning the director(s), shareholder(s), and ultimate beneficial owner(s) of the Parties through a KYB Form that shall be filled in by the Parties.
7.14. Furthermore, the Parties or the third-party service provider selected by Waggle Network would collect and store, and the Parties agrees to provide prior to the purchase of the Tokens or prior to the transfer of the Tokens, data, including but not limited to the Parties’ director(s), shareholder(s) and ultimate beneficial owner(s). The duration of such data restoration shall be within the time limits provided by law.
7.15. In certain cases (when additional verification by bank or compliance authority is needed according to Governmental Authorities, AML or KYC/KYB policies), Waggle Network may require the Parties to provide additional information and/or any other documents that Waggle Network may reasonably request to satisfy applicable KYB and AML requirements.
7.16. Waggle Network shall be entitled to immediately terminate this Agreement if Waggle Network has reasonable doubts as to the validity, authenticity and genuineness of the data provided by the Parties, or in case the Parties have failed to provide the data and other additional information as required above. In such case, the Parties will be deemed to have violated the provisions of this Section of this Agreement and Waggle Network shall refuse to transfer the Tokens to the Participant and shall use its commercially reasonable best efforts to refund the Purchase Price, including any cryptocurrencies, that the Project has actually received from the Participant to purchase the Tokens from the Project in the same amount (of the form of payment, whether money or any cryptocurrencies, as applicable) it has been transferred to the Project (with no interest or any other amounts due on such funds, subject to the deduction of any transfer fees paid by the Project). In addition, Waggle Network has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking the Participant’s Wallet and disclosing any information about the Parties to the Governmental Authority on their request, without the Parties’ knowledge or consent.
7.17. All payments by the Participant to the Project in connection with this Agreement shall be made only in the Participant’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank”‘ within the meaning of the U.S. Bank Secrecy Act, or similar laws, as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.
7.18. As part of Waggle Network’s commitment to the prevention of money laundering, Waggle Network will not tolerate any Token-holder abusing their services for such matters. If Waggle Network suspects any Token-holder is abusing their services for the purposes of money laundering, they reserve the right to freeze any funds used to purchase the Tokens. Waggle Network reserves the right to report any suspicious activities to the Governmental Authorities without the Token-holder’s knowledge or consent.
8.1. Waggle Network shall handle personal data relating to the Parties, shareholders, beneficial owners, advisers, and/or employees in accordance with the rules of EU REGULATION 2016/679 on data protection, generally known as the General Data Protection Regulation (GDPR).
8.1.1. Personal Data:
8.1.1.1. The Participants and the Project agree and consent to Waggle Network collecting Personal Data and other information about them for the purpose of carrying out this Agreement, including to facilitate the issuance and transfer of the Future Tokens and to comply with applicable laws and legal requirements.
8.1.1.2. Waggle Network is dedicated to safeguarding and protecting any personal information held by Waggle Network. Waggle Network understands its responsibility to update and improve this program in order to comply with evolving GDPR or equivalent international laws. Waggle Network is committed to preserving any personally identifiable information under its control and to operating a system that complies with GDPR standards.
8.1.2. Cross-Border Data:
8.1.2.1. Waggle Network may store and process data in and transfer it between any of the countries in which Waggle Network operates or makes use of services that enable the data to be used in accordance with this Agreement.
8.1.3. The Parties agree to such cross-border transfers of personal information.
8.1.3.1. Waggle Network's KYC partner Synaps securely stores KYC and other data on hardware security modules supplied by Google. Identity papers are protected using the AES-256 standard and each file has its own unique encryption key. Our KYC partner Synaps stores the data in a secure environment and retains it for a minimum of five years to comply with KYC and AMN laws.
8.1.3.2 The users agree to receive promotional and informative emails from Waggle Network on a periodic basis on product developments, key news and events, as well as information regarding the status of their account's verification.
8.2. Following its transfer to the corresponding project organization, Waggle Network deletes all personal data associated with its KYC/KYB/AML processes. Each and every piece of data is deleted. Additionally, Waggle Network does not save/retain any KYC/KYB/AML data in its databases at any point in time.
8.3. Except as required by applicable authorities and laws, Waggle Network will not disclose any KYC/AML data to other parties other than the relevant Project or, if necessary, its KYC provider (which name is Synaps).
8.4. Waggle Network places a premium on protecting the Parties' privacy. You must examine and agree to Waggle Network's Privacy Policy before accessing and using any of our services.
9.1. Limited License.
9.1.1. Subject to the terms of this Agreement, Waggle Network hereby grants the Participants a personal, non-exclusive, non-transferable, non-sublicensable, and limited license to access and use Waggle Network solely for informational, transactional, or other approved purposes as Waggle Network may permit from time to time. Otherwise, any usage of the Waggle Network Platform is explicitly forbidden. Waggle Network retains all other rights in the Waggle Network Platform. Waggle Network retains all rights to the Waggle Network Platform, and Participants and Projects acknowledge that this Agreement does not offer Participants any rights or licenses to the Waggle Network Platform, other than this stated, restricted license. Otherwise, the Participant will not copy, transmit, distribute, sell, resell, license, reverse engineer, disassemble, modify, publish, perform, display, incorporate into another website, or otherwise exploit any of the content available on the Waggle Network Platform or any other part of the Waggle Network Platform, or any derivative works thereof, in whole or in part, for commercial or non-commercial purposes. Without limiting the above, without prior written permission, the Participant will not frame or display the Waggle Network Platform (or any component thereof) as part of any other website or other piece of authorship. If the Parties breach any provision of this Agreement, this Agreement may revoke the Parties' authorization to access and use the Waggle Network Services. Additionally, the Waggle Network maintains the right to pursue any and all applicable legal and equitable remedies for any such breach.
9.2. Without the prior written agreement of Waggle Network, the Participant(s) and the Project(s) may not transfer any of their rights, licenses, or responsibilities under this Agreement. Any effort by the Parties to assign will be null and void. Waggle Network may freely transfer its rights, licenses, and duties under this Agreement without seeking prior approval.
9.3. This Agreement and any rights and licenses granted hereunder are not transferable or assignable by the Parties, but may be freely assigned by Waggle Network, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with Waggle Network Services. Any attempted transfer or assignment in contravention of this section will be invalid. This Agreement, subject to the above, shall bind and insure the Parties, their successors, and allowed assigns.
10.1.Intellectual property rights and all other proprietary rights in and to the content available on the Website (including but not limited to software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs, designs, graphics, layouts, images, video, and information, and their selection and arrangement) are the exclusive property of Waggle Network and its licensors (hereinafter referred to as the "Website Content"). The rights of Waggle Network or its licensors in relation to the Website Content include the following:
10.1.1. The Website; and;
10.1.2. All designs, layouts, software, displayed, and technical information associated with the Website.
10.2. Waggle Network retains all intellectual property rights in the Website Content that are not explicitly granted hereunder. All copies must maintain all copyright and other proprietary notices.
10.3. Without the prior written consent of Waggle Network, any other use of the Website Content, including but not limited to distribution, reproduction, modification, making available, communicating to the public, publicly performing, framing, downloading, displaying, or transmitting, in whole or in part, is strictly prohibited.
10.4. Neither the Participant(s) nor the Project(s) may derive or attempt to derive the source code for all or any portion of the software or mobile software (hereinafter referred to as the "Software"), nor may they permit any third party to derive or attempt to derive such source code, nor may they reverse engineer, decompile, disassemble, or translate the Software or any part thereof.
10.5. Except for open source software used in connection with the Website, Waggle Network and its licensors hold and shall maintain all intellectual property and other rights in and to the Software, including any changes, revisions, or corrections thereto.
10.6. Waggle Network and its licensors explicitly retain all Intellectual Property Rights in any text, programs, goods, methods, technology, content, source code, object code, layouts, and other items appearing on the Website. Access to the Website does not provide, and shall not be construed as granting, any license under any of our or a third party's intellectual property rights. Without the previous authorization of Waggle Network, any use of the Website, including copying or storing it or them in whole or in part, other than for personal, non-commercial use, is forbidden.
10.7. Waggle Network Platform and any Waggle Network Services, including their design elements or concepts and Pollinate, Forage, Hive any and all underlying Intellectual Property, including, but not limited to any registered trademarks, are the property of Waggle Network and/or Projects (as applicable), and are protected by copyright, patent, trade secret, and other Intellectual Property laws. Waggle Network and its licensors retain any and all rights, title, and interest in and to the Waggle Network Platform and Waggle Network Services (including, without limitation, all Intellectual Property rights), including all copies, modifications, extensions, and derivative works thereof. The Participant’s right to use the Waggle Network Platform and Waggle Network Services is limited to the rights expressly granted in this Agreement. No licenses to use any of the trademarks or any other Waggle Network brands are to be inferred or assumed pursuant to the use of any Waggle Network Services. Waggle Network, the Project, and their licensors reserve and retain all rights not expressly granted to the participant.
10.7. Without the express prior written consent of Waggle Network and, if applicable, the Project, the Participant agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse, or participate in the transfer or sale of, create derivative works from, or otherwise exploit any of Waggle Network's Intellectual Property or Projects (s). Participants agree not to infringe on Waggle Network's, the Projects', or any third party's intellectual property rights.
11.1. All provisions of this Agreement that, by definition, extend beyond its expiration or termination, including, but not limited to, sections relating to suspension or termination, Waggle Network Account cancellation, debts owed to Waggle Network, general use of the Waggle Network Platform, and disputes with Waggle Network, shall survive the termination or expiration of this Agreement.
12.1. Waggle Network’s failure to enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.
12.2. If the Parties violate any provision of this Agreement and Waggle Network does not take action against the Parties, Waggle Network's forbearance does not constitute a waiver, and Waggle Network may still take action against the Parties in the future or if the Participant(s) and Project(s) violate the same provision at another instance or a different provision.
13.1. Waggle Network has the right to modify, stop, delete, terminate, or disable access to the Website or certain sections thereof at any time and without notice. Waggle Network shall not be responsible for the deletion or disablement of any section or feature of the website.
14.1. The Website and its content may not be accessible in all countries and jurisdictions, and Waggle Network reserves the right to limit or prohibit the use of the Website and its content entirely or in part in specific regions and jurisdictions.
15.1. The Parties take responsibility for any costs incurred by the network provider for data services or any other third-party charges incurred while using the Website.
15.2. If the Participant is not the bill payer, Waggle Network will presume that the Participant has the bill payer's authorization.
16.1. Due to the Website's web-based nature, it may experience intermittent outages.
16.2. Waggle Network may also update or maintain the Website from time to time, which may result in the Website being unavailable for a period of time. Waggle Network makes no representations or warranties about the Website's uninterrupted or error-free operation.
16.3. Waggle Network is not liable to the Parties for any damages or losses incurred as a consequence of the Website's failure, interruption, or suspension of the Parties' access to the Website.
16.4. If a technical issue results in a system outage or Account problems, Waggle Network has the right to temporarily stop access to the Parties' Accounts until the issue is fixed.
17.1. Cyber Fraud Disclaimer
17.1.1. Waggle Network shall have no responsibility for any damage or disruptions caused by computer malware, spyware, or scareware that may infect the Parties' computers or other equipment, or by phishing, spoofing, or other assaults. Waggle Network recommends that you use reliable and widely accessible virus screening and protection software on a regular basis. Additionally, the Parties should be aware that SMS and email services are susceptible to spoofing and phishing attempts and should exercise caution when evaluating communications claiming to be from Waggle Network.
17.2. Please note the following risks of using Waggle Network Services:
17.2.1. There is a high risk of loss associated with keeping any cryptographic tokens. The Parties should carefully examine whether possessing any cryptographic tokens is appropriate for them in light of their financial circumstances. When deciding whether to retain any cryptographic tokens, the Parties should keep in mind that the price or value of cryptographic tokens might fluctuate fast, go to zero, or even disappear entirely. When the Parties use the Waggle Network Platform and Services, they accept that Waggle Network is not liable for any losses caused by market fluctuations or account misappropriation.
17.2.2. The Parties acknowledge and agree that any cryptographic tokens, blockchain technology,, or distributed ledger technology-related initiatives are novel and relatively untested, and are thus not within the sole control of either the Participant or the Project. Any adverse changes in market forces, technology, or the the regulatory environment that have an adverse effect on Waggle Network's performance under this Agreement shall absolve Waggle Network of responsibility, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of cryptographic tokens.
17.2.3. The Parties agree and acknowledge that Waggle Network makes no representation or warranty that any Waggle Network Service or Waggle Network Platform is secure against a hacker or other malicious attack that could result in the theft or loss of the Participant's confidential information or other data.
17.3. Liability Limitations for Gas or Transfer Fees, Failed Transactions, and Bugs in Smart Contracts
17.3.1. Minting participants undertake to indemnify Waggle Network for any damages suffered as a result of minting. These possible losses include any gas charges incurred as a result of failed transactions, any excessive gas charges incurred as a result of website or smart contract bugs, and any product losses incurred as a result of website or smart contract bugs.
17.4. No Guarantees or Future Promises
17.4.1. While Waggle Network has published a roadmap describing future community growth objectives and plans, Waggle Network cannot promise that all items described during the pre-launch planning phase will be accomplished, since ideas and initiatives change naturally. The Participant(s) accept that their purchase of a product from Waggle Network's launch is their exclusive assurance of receiving such product, whether via main or secondary channels. Future benefits are supplementary to this purchase and are not to be included in the original purchase of the Participant. The Participant(s) accept that by utilizing this site and participating in its product launch, they are not relying on any future obligations by Waggle Network.
17.5. Release of Waggle Network
17.5.1. To the extent permitted by law, if the Participant(s) has a dispute with one or more Projects of the Waggle Network Services, the Participant(s) releases Waggle Network, its affiliates and Service Providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. Additionally, to the extent permissible by law, the Participant explicitly waives any safeguards that might otherwise restrict the scope of this release to claims in the Participant's favor at the time of consenting to this release.
17.6. US Tax Disclaimer
17.6.1. All parties are fully and completely liable for any and all Federal or State tax obligations that may arise, be imposed, or enforced as a consequence of minting or reselling tokens.
17.7. Compliance Disclaimer
17.7.1. The Parties shall make reasonable efforts to carry out their obligations in accordance with all relevant laws, rules, codes, and ordinances, as well as those of any other authority with jurisdiction over their sales.
17.8. Class Action Waiver, Jurisdiction and Choice of Law
17.8.1. The Participants agree to forgo any right to pursue a class action, and any legal issue relating to the Project that the Participant chooses to bring must be brought on an individual basis.
17.9. Children Disclaimer
17.9.1. Waggle Network does not market its products to youngsters. The Participants acknowledge that they are over the age of 18 or the legal drinking age in their jurisdiction, whichever is larger. Individuals under the age of 18 who participate in this project should do so under the supervision of their parents.
17.10. Website Disclaimer
17.10.1. The Participant fully understands and accepts that access to and use of the Website is entirely at the Participant's risk. To the extent permitted by applicable law, the website is provided "as is," "as available," and "under development," and Waggle Network expressly disclaims all representations, warranties, and conditions (express or implied, oral or written), including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
17.10.2. The website's material, including the Waggle Network white paper, is provided for informative purposes only and should not be construed as contractual or binding on Waggle Network in any manner. The Participant(s) and Project(s) should not place any reliance on this material.
17.10.3. Waggle Network makes no representations or warranties about the website, its software, or content, or about any services, information, or products published or available on the website, including their availability, accuracy, or legality. Waggle Network is not responsible for verifying, updating, or correcting such material. Waggle Network makes no guarantee that the website will be accessible at all times and explicitly has the right to terminate the website at any time without notice. Additionally, Waggle Network makes no representation or warranty regarding that.
17.10.4. While Waggle Network strives to provide accurate and up-to-date information on the Waggle Network Website and Platform, the Waggle Network Pollinate and Forage features (including, without limitation, the Content) may not always be completely accurate, complete, or current and may also contain technical inaccuracies or typographical errors. To ensure that the Parties continue to get the most full and accurate information possible, information may be altered or updated without notice from time to time, including, but not limited to, information about our policies, goods, and services. As a result, Participants and Projects should check any information before relying on it, and all choices made based on information included on the Waggle Network Platform are solely the responsibility of the Parties, with Waggle Network disclaiming all duty for such decisions. Participants and Projects accept, understand, and agree that Waggle Network does not assume any duty and will not be responsible for any loss or damage arising out of or in connection with any trading decision made based on information accessible on the Waggle Network Website.
17.10.5. The Website's functioning shall be secure, continuous, error-free, and virus-free, or
17.10.6. While any errors in the Website will be addressed, no oral or written information, recommendations, or advice provided by Waggle Network constitutes a guarantee. The above warranty disclaimer will apply to the fullest extent permissible by relevant legislation.
17.10.7. Because some countries and jurisdictions prohibit the disclaimer of implied warranties, some or all of the disclaimers in this section may not apply to Participant(s) and Project (s). The Parties acknowledge that they bear total responsibility for any risks associated with their use of the website.
17.10.8. Any warranty, condition, or other term arising out of or in connection with the Website which might otherwise be implied into or incorporated into this by statute, common law, laws applicable in the country where Participant(s) and Project(s) used the Website or otherwise (including without limitation any implied term as to the quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. If Participant(s) and Project(s) have a dispute with one or more Visitor(s), User(s), and/or Third-part(y/ies), Participant(s) and Project(s) agree to release Waggle Network (including its affiliates, and each of its respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
17.10.9. The Participant(s) and the Project(s) expressly disclaim all other warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement, as well as warranties arising from a course of performance, course of dealing, or usage in trade.
18.1. This Agreement is not a solicitation for the purchase of any securities and should not be regarded as such. This Agreement is not an offer to sell or subscribe for, or an invitation to purchase or subscribe for, any securities or financial instruments, and should not be considered as such.
18.2. Token Disclaimer
18.2.1. IT IS UNDERSTOOD AND ASSUMED THAT BEFORE PURCHASING PP TOKENS (AS DEFINED ABOVE), THE PARTICIPANT HAS READ, UNDERSTOOD, AND IRREVOCABLY ACCEPTED THIS AGREEMENT IN ITS ENTIRETY. IF ANY PARTICIPANT IS DISSATISFIED WITH THIS AGREEMENT IN ITS ENTIRETY OR WITH ANY PART OF IT, SUCH PARTICIPANTS SHOULD DISCONTINUE USING THE WEBSITE AND/OR PURCHASING THE TOKENS.
18.2.2. THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS, INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN SECTION 27, HEREUNDER. AS WITH ANY ASSET CHARACTERISED BY HIGH VOLATILITY, THE MARKET PRICE OF CRYPTO-ASSETS MAY FLUCTUATE SIGNIFICANTLY, AND THERE IS A SUBSTANTIAL RISK OF ECONOMIC LOSSES WHEN TRADING CRYPTO-ASSETS. BY MAKING USE OF WAGGLE NETWORK SERVICES, PARTICIPANT(S) AND PROJECT(S) ACKNOWLEDGE AND AGREE THAT: (1) PARTICIPANT(S) AND PROJECT(S) ARE AWARE OF THE RISKS ASSOCIATED WITH CRYPTO-ASSETS TRADING; (2) PARTICIPANT(S) AND PROJECT(S) SHALL ASSUME ALL RISKS RELATED TO THE USE OF WAGGLE NETWORK SERVICES AND CRYPTO-ASSETS TRANSACTIONS; AND (3) THE PLATFORM OPERATORS SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
18.2.3. BY ACCESSING, USING, OR ATTEMPTING TO USE WAGGLE NETWORK SERVICES IN ANY CAPACITY, PARTICIPANT(S) AND PROJECT(S) ACKNOWLEDGE THAT PARTICIPANT(S) AND PROJECT(S) ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF PARTICIPANT(S) AND PROJECT(S) DO NOT AGREE, DO NOT ACCESS WAGGLE NETWORK OR UTILISE WAGGLE NETWORK SERVICES. PLEASE NOTE THAT THIS AGREEMENT HAS NOT BEEN APPROVED BY ANY REGULATOR, COMPETENT AUTHORITY, OR AUTHORISED PERSON IN GENERAL, AND SPECIFICALLY NOT WITHIN THE MEANING OF A COMPETENT AUTHORITY ACCORDING TO U.S. OR EU LAW. THEREFORE, RELYING ON THIS DOCUMENT FOR THE PURPOSE OF PURCHASING PTO TOKENS MAY EXPOSE PARTICIPANT(S) AND PROJECT(S) TO A SIGNIFICANT RISK OF LOSS OF ALL ASSETS.
18.3. Risk Statement Disclaimer
18.3.1. The Project is a for-profit firm that is conducting a private sale of PTO Tokens to fund its commercial activities. The Project is not a bank, nor is it a securities business, nor is it an asset manager, portfolio manager, or investment adviser. The Project is not a financial institution nor a supplier of financial services.
19.1. The Project(s) and Participant(s) shall make reasonable efforts to carry out their rights and duties under this Agreement in accordance with all relevant laws, rules, codes, and ordinances, as well as those of any other body having jurisdiction over their sales.
19.2. It is the responsibility of the Project(s) and Participant(s) to comply with local laws governing the lawful use of the Waggle Network platform in their country, as well as any other relevant laws and regulations. Additionally, the Project(s) and Participant(s) must consider, to the degree permitted by local law, all issues of taxes, including withholding, collection, reporting, and remittance to their respective tax authorities.
19.3. THE PROJECT(S) AND PARTICIPANT(S) ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS ARE OBTAINED FROM LEGAL SOURCES AND ARE NOT THE RESULT OF ILLEGAL ACTIVITIES. THE PROJECT(S) AND PARTICIPANT(S) AGREE THAT WAGGLE NETWORK MAY REQUIRE THEM TO PROVIDE OR COLLECT THE NECESSARY INFORMATION AND MATERIALS AS REQUIRED BY APPLICABLE LAWS OR GOVERNMENT ORDERS IN ORDER TO VERIFY THE LEGALITY OF THEIR SOURCES AND USE OF THEIR FUNDS. WAGGLE NETWORK ADHERES TO A STATE OF COOPERATION WITH LAW ENFORCEMENT AUTHORITIES GLOBALLY AND WILL NOT REFUSE TO SEIZE, FREEZE, OR TERMINATE THE PARTIES' ACCOUNTS AND FUNDS THAT ARE FLAGGED OUT OR INVESTIGATED BY LEGAL MANDATE.
19.4. The Project(s) and Participant(s) are exclusively liable for the following:
19.4.1. For any and all tax obligations incurred as a result of payments made between parties;
19.4.2. To ascertain if the Project is obliged by relevant legislation to issue any specific bills to the Participants and to issue any such invoices.
19.4.3. To determine if a Project and/or a Participant are required by applicable law to submit value-added tax, sales tax, or any other taxes, duties, or similar charges to the proper tax authorities, and to send any such taxes or charges to the respective tax authorities, as applicable.
20.1. The Participant(s) and the Project(s) understand that as part of this Agreement, a party may have access to another party's Proprietary Information (as defined below). Each Party agrees that for a period of five (5) years following the date of this Agreement's execution, it will not use any proprietary information except for the benefit of the Party to which it belongs, or (ii) disclose any proprietary information to others, except to the extent necessary for the purposes of this Agreement. Additionally, the Parties agree to keep the existence and substance of this Agreement private until and unless Waggle Network makes it public.
20.2. For the purposes of this Agreement, "proprietary Information" refers to all information (whether patentable or not) that a Party owns, possesses, or uses, including but not limited to trade secrets, know-how, data, processes, formulas, methods, technology, pricing, business plans, software, customers and prospective customers, partners and prospective partners, suppliers, development plans, and sales and marketing information. The obligations of a Party under this Section shall not apply to any information that (a) becomes or becomes known to the general public in the absence of a breach of the terms of this Section by the other Party, (b) is generally disclosed to third parties by the disclosing Party without restriction on such third parties, or (c) is approved for release by the disclosing Party in writing.
20.3. Participant(s) and Project(s) acknowledge that any Confidential Information or private data received from Waggle Network or Projects that is not readily available in the public domain is the property of Waggle Network and/or Projects, and Participant(s) and Project(s) agree not to disclose such Confidential Information or private data to any third party without the express prior written consent of Waggle Network and/or Waggle Network Clients.
20.4. The Parties warrant that they will treat Confidential Information or private data belonging to Waggle Network and the Parties with the utmost care, that they will adhere to all applicable data privacy laws in their jurisdictions, and that they will not sell or disclose Confidential Information or private data belonging to Waggle Network, the Participant(s), or the Project (s). This Clause shall also apply to Waggle Network's affiliates and service providers, as well as to any of their respective officers, directors, agents, joint venturers, employees, or representatives.
21.1. At times, the Waggle Network Platform may include references to or connections to third-party resources (including, but not limited to, websites) and third-party apps that are not under our control. These materials, links, and third-party apps are provided only for the convenience of the Participant(s) and Project(s). These links should not be construed as endorsements, and their inclusion does not indicate our support, approval, connection with, or sponsorship of the linked property, product, service, or process. The Participant(s) and Project(s) acknowledge and agree that Waggle Network is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party websites accessible through or linked to the Waggle Network Platform, including, but not limited to, the content, property, goods, or services available on the linked sites or services.
21.2. Third-Party Applications
21.2.1. If the Parties grant express permission to a third party to access or connect to their Waggle Network Accounts from time to time, whether through the third party's product or service or through the Waggle Network Platform, the Parties acknowledge that granting permission to a third party to take specific actions on their behalf does not relieve the Parties of their obligations under this Agreement. The Participant(s) and Project(s) are completely liable for the activities and omissions of any third party that uses their Waggle Network Account credentials. Additionally, the Parties recognize and agree that they will not hold Waggle Network liable for, and will hold Waggle Network harmless from any responsibility arising out of or linked to any act or omission of any third party using their Waggle Network Account credentials.
22.1. Waggle Network reserves the right to deny, cancel, or suspend Participants and Projects' access to or use of the Website, in whole or in part, without notice and at any time, as well as to shut down or interrupt the Website. Waggle Network reserves the right to suspend or terminate Participant(s) and Project(s) access to and use of the Website if the parties violate this Agreement or any other terms, laws, or policies referenced herein, or if the parties create risk or potential legal exposure for Waggle Network in any other way.
22.2. Waggle Network retains the right to bring legal action against anyone who uses the Website fraudulently or does any other criminal conduct or acts or omissions in violation of this Agreement.
22.3. Waggle Network reserves the right, in its sole discretion and without prior notice, to (a) suspend, limit, or terminate access to any or all of the Waggle Network Services and/or Waggle Network Platform, and/or (b) deactivate or cancel the Waggle Network Account in the following circumstances:
22.3.1. The Participant(s) and the Project(s) are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or
22.3.2. Waggle Network reasonably suspect Participant(s) and Project(s) of using the Parties Waggle Network Account in connection with illegal, unauthorised, or improper activity; or
22.3.3. Use of the Waggle Network Account is subject to any pending litigation, investigation, or government proceeding and/or Waggle Network perceive a heightened risk of legal or regulatory non-compliance associated with the Account activity; or
22.3.4. Waggle Network’s Service partners are unable to support usage; or
22.3.5. Waggle Network is obligated to do so by law or regulation in order to comply with KYC/AML requirements; or
22.3.6. The Participant(s) and Project(s) breach the provisions of this Agreement (including, but not limited to, failing to provide accurate and complete information for KYC/AML purposes or failing to uphold any user warranties provided under this Agreement);
22.3.7. The Parties take any action that Waggle Network judges to be bypassing Waggle Network's rules, including but not limited to creating numerous Waggle Network Accounts or exploiting promotional offers made by Waggle Network from time to time.
22.4. Once the Participant and/or the Project(s) Accounts are suspended, terminated or cancelled, the Parties will have a certain time period as specified on the Waggle Network Website to withdraw all funds from their Account, but only after Waggle Network receives payment of all outstanding costs (if any). Waggle Network retains complete custody of the money and data/information of the Parties, which may be given over to governmental authorities in response to an enforceable subpoena, court order, or binding order of a court or government authority.
23.1. In no event shall Waggle Network, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable for 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 Waggle Network Whitepaper and this Agreement, or with the use of Waggle Network platform and/or Waggle Network services.
23.2. The terms and conditions of this Agreement set out the full extent of Waggle Network’s obligations and liabilities. To the maximum extent possible by law, Waggle Network excludes all and any warranty, guaranty, and responsibility in relation to or subsequent to the Website, its content and its services.
23.3. The foregoing limitation of liability will apply to the maximum extent permitted by applicable law. The laws of some states or jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations set forth above may not apply to Participant(s) and Project(s).
23.4. Waggle Network will not be held liable for any loss of crypto-assets and/or other damage incurred by the Parties as a result of the transfer of crypto-assets to wallets or loss of key or attack on wallets.
23.5. Without limiting the foregoing, Participant(s) and Project(s) hereby understand and agree that Waggle Network will not be liable for any losses or damages arising out of or relating to:
23.5.1. Any inaccuracy, defect, or mission of digital assets and price data;
23.5.2. Any error or delay in the transmission of such data;
23.5.3. Interruption in any such data;
23.5.4. Regular or unscheduled maintenance carried out by the Project and service interruption and change resulting from such maintenance;
23.5.5. Any damages incurred by other users’ action, omission, or violation of this Agreement;
23.5.6. Any damage caused by illegal actions of other third parties or actions without authorization by the Project and;
23.5.7. Other exemptions are mentioned in disclaimers and platform rules issued by finance.
23.6. To the maximum extent permitted by applicable law, in no event will Waggle Network, its affiliates and their respective shareholders, members, directors, officers, employees, attorney, agents, representatives, suppliers, or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever, even if the Project has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of Project’s gross negligence, fraud, willful misconduct or intentional violation of law.
23.7. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to Participant(s) and Project(s).
24.1. Waggle Network shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from:
24.1.1. Any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond Waggle Network’s reasonable control and shall not affect the validity and enforceability of any remaining provisions.
24.1.2. These include pandemic-related events and lockdown restrictions, defined here as force majeure.
24.1.3. A cyber security breach in the Waggle Network platform shall be considered a force majeure event.
25.1. The Participant(s) and the Project(s) agree to indemnify and hold Waggle Network and its subsidiaries and/or affiliates and each of their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
25.1.1. Breach of this Agreement
25.1.2. Use of, or inability to use, the Website;
25.1.3. Violation of this Agreement or any other applicable terms, policies, warnings, warranties, or instructions provided by Waggle Network or a third-party in relation to the Website;
25.1.4. Use of Waggle Network Services;
25.1.5. Violation of any applicable law or any rights of any Third-party.
26.1. The Website may contain links that direct the Parties to third-party websites. Waggle Network rejects any liability on said Third-party websites, which are solely provided in the Participant, Projects, Visitors and Users interest.
26.2. Waggle Network has no influence on the content of third-party websites. Waggle Network, therefore, cannot assume any guarantee for the accuracy, completeness, or safety of this Third-party content.
27.1. The laws of the Marshall Islands (with the exclusion of any rules that might lead to the use of any other law which is not the law of the Marshall Islands) shall govern the validity and construction of this Agreement, any separate contract whereby Waggle Network provides the Participant(s) and/or the Project(s) with any services, and any dispute arising out of or in relation to this Agreement or such separate contracts.
27.2. Any dispute arising out of or in connection with this agreement must be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
27.3. The Parties agree that any dispute is personal to the Participant and the Project and that any dispute shall only be resolved by individual litigation and shall not be brought as a class action or any other representative proceeding. The Parties agree that a dispute cannot be brought as a class or representative action or on behalf of any other person or persons.
27.4. In case of dispute, the Parties shall maintain the confidentiality of any proceedings, including but not limited to any and all information gathered, prepared, and presented for purposes of the litigation or related to the dispute(s) therein.
28.1. This Agreement and any other legal notices published by Waggle Network on the Site shall constitute the entire agreement between the Participant and Waggle Network concerning the use of the Site and the Service.
28.2. This Agreement sets forth the entire understanding and agreement between the Participant and Waggle Network as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among the Participant and Waggle Network.
28.3. Should any term, condition, or provision of this Agreement be deemed or held to be invalid or unenforceable for any reason, those remaining terms, conditions, and provisions shall remain valid and enforceable. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that will meet the purpose of the invalid or unenforceable provision as closely as possible.
28.4. Suppose a court of law determines that any term, condition, or provision of this Agreement is invalid or unenforceable but that by limiting such term, condition, or provision, it would become valid and enforceable. In that case, such term, condition, or provision shall be deemed to be written, construed and enforced as so limited.
29.1. If the Parties have any feedback, question, or complaint, contact Waggle Network via email at hello@waggle.network
29.2. When the Participant(s) and the Project(s) contact Waggle Network, please provide Waggle Network with their name, address, and any other information Waggle Network may need to identify them, its Waggle Network Account, and the issue on which the Party has feedback, questions, or complaints.
29.3. If the Parties have any questions concerning the processing of their data, they may address their correspondence to the Waggle Network Data Protection Officer at: hello@waggle.network.
