Thursday, July 07, 2022
1 - Key Term
In these Terms and Conditions, (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following terms have the meanings assigned to them herein below:
1.1 - “Crypto Transaction Fee” means the fee charged by the Company on any Transaction
1.2 - “Interactive Services” means message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features available on the Platform;
1.3 - “Service Fee” means the fee charged by the Company in consideration of providing the Platform;
1.4 - “Transaction” means any transaction that takes place on or through the Platform. In includes, without limitation, transaction with respect to WooTokens, WoopCoins, any other cryptocurrency available on the Platform, and the sale or purchase of products;
1.5 - “User Content” means any content, written or otherwise, created, submitted, generated, featured, displayed through the Platform (including but not limited to, any User rating or review, User profile, text, correspondence, photographs, and videos) by the Users while using the Platform;
1.6 - “User Contributions” means Interactive Services and User Content;
1.7 - “WooToken” means the token(s) that Users earn based on the activities the Users perform on the Platform. Owning a WooToken does not give User the right to vote on the Platform;
1.8 - “WoopChain” means the blockchain on which the Platform operates; and
1.9 - “WoopCoin” means the proprietary cryptocurrency of the Company. Owning a WoopCoin gives User the right to vote on the Platform. Each WoopCoin is equal to one (1) vote.
2 - The Service
2.1 - The Platform is a decentralised social media platform which connects Users,allows them to post and engage with other Users on the Platform. The Company is solely an intermediary and not a party to any transaction agreements which may take place between the Users of the Platform. The Company provides the Platform where Users can upload their information and make available such information in accordance with their preference by going to the “Privacy Settings” tab on the Platform. All information uploaded on the Platform by you shall be subject to these Terms and Conditions as applicable. The features of our Platform shall be as displayed on the Platform and subject to change from time to time in accordance with these Terms and Conditions.
2.2 - You may also utilize the Platform to buy and sell digital and physical products, subject to the laws applicable to you. It shall be your responsibility to be in compliance with all laws applicable to you in your country or jurisdiction. All applicable taxes shall be borne by the Users making a transaction via the Platform. The Company will charge Service Fee, Crypto Transaction Fee, and any other fee, if applicable, which will be displayed on the Platform when you make a Transaction. In the event Company is mandated to collect taxes on your behalf, we reserve the right to recover such taxes from you. It shall be the sole responsibility of the Users, not the Company, to determine all taxes and laws applicable to them.
3 - Eligibility
3.1 - To use our Platform, you must:
3.1.1 - be at least of the age of majority and not disqualified from entering into contracts under any law;
3.1.2 - Complete the registration process;
3.1.3 - Agree to these Terms and Conditions; and
3.1.4 - Provide true, complete, and up to date legal and contact information.
3.2 - If you accept or agree to these Terms and Conditions on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and Conditions and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
3.3 - By using the Platform, you represent and warrant that you meet all the requirements listed above and that you will not use the Platform in a way that violates any laws or regulations. The Company may refuse Service and change eligibility requirements at any time.
3.4 - By accepting these Terms and Conditions, you represent and warrant that you are qualified concerning the conditions stated herein, therefore, are permitted to use the Platform. If you do not meet any of the conditions stated herein, you shall not access and /or use the Platform and must cease to be a User.
4 - Account Registration
4.1 - To access the Platform, you need to create an account on the Platform (the “Account”). If you forget the password for the Account, it is your responsibility to remember the twelve (12) phrases, that are provided to you when first creating your Account, in order to access or recover your Account or recover the password to your Account. If your access credentials are lost, you acknowledge that you may lose access to your Account, and that the Company cannot recover them for you, as the Platform is decentralised, and is in no way responsible for any such losses.
4.2 - You agree that you will not (1) misrepresent yourself as someone else by selecting or using a username, name, email, or phone number of another person; (2) use, as a username, an offensive, vulgar, or obscene name; (3) use as a username a fictitious name or pseudonym.
4.3 - You are responsible for maintaining the security of your Account and for all activities that occur under the Account and any other actions taken in connection with the Account. The Company is authorized to act on instructions received through use of your Account or registration and is not liable for any loss or damage arising from your failure to comply with this clause.
4.4 - You must notify us immediately, on the Platform, of any change in your eligibility to use the Platform, breach of security, or unauthorized use of your Account. You shall have the ability to delete your Account through the Platform.
5 - Personal Data
6 - WoopToken
6.1 - WoopToken is earned by the User including, but not limited to, in the form of User rewards as provided in the Whitepaper available at Wikiwoop whitepaper, or as may be set forth in other policies of the Company, as such may be adopted from time to time (“Other Policies”).
6.2 - Users who earn WoopToken acknowledge and agree that the WoopToken only entitle the owner to access and use certain aspects of the Platform and do not entitle the owner to any rights with respect to the Company. Users agree to use WoooTokens in accordance with these Terms and Conditionsand such Other Policies, if any. WoopTokens do not confer any rights other than rights relating to the provision and receipt of the Services, subject to limitations and conditions described in these Terms and Conditions.
6.3 - You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold WoopToken, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you acknowledge that you may lose access to your Account, WoopTokens, WoopCoins, wallet, any other crypto assets, and User Content and that there is no recovery possible. That the Company cannot recover the above – mentioned for you and is in no way responsible for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your Account, (ii) private keys required to access WoopChain, wallet, WoopTokens or WoopCoins and (iii) your username and any other login or identifying credentials.
6.4 - By opting to receive WooTokens, converting WoopTokens to WoopCoins and/or buying WoopCoins, you represent and warrant that:
6.4.1 - You are agreeing to participate in the Platform in some manner, and understand that the ecosystem surrounding this project is not solely dependent upon the efforts of the Company, but by holders of WoopTokens and/or WoopCoins engaging with the Services;
6.4.2 - You are not a citizen or resident of a country that prohibits the ownership of WoopTokens, WoopCoins and/or access to or use of other aspects of the Services;
6.4.3 - You have sufficient understanding of cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and Conditions, the Services and the risks and implications of obtaining the WooTokens, converting WoopTokens to WoopCoins and/or buying WoopCoins;
6.4.4 - You have read, understood, and agreed to these Terms and Conditions and the Whitepaper, and such Other Policies, if any, and will periodically check for updates to these documents which we provide through the Platform;
6.4.5 - You understand that the WoopTokens and/or WoopCoins confer only the right to access and use certain features of the Platform and confer no other rights of any form or nature with respect to the Company, including, but not limited to, any distribution, redemption, liquidation, property (including all forms of intellectual property), or other financial or legal rights;
7 - Prohibited Activities
As a User of the Platform, you agree not to:
7.1 - Systematically retrieve data or Platform Content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us;
7.2 - make any unauthorized use of the Platform, including collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email, or creating User Accounts by automated means or under false pretences;
7.3 - use a buying agent or purchasing agent to make purchases on the Platform;
7.4 - circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Platform Content or enforce limitations on the use of the Platform and/or the Platform Content;
7.5 - engage in unauthorized framing of or linking to the Platform;
7.6 - trick, defraud, or mislead us and other Users of the Platform, especially in any attempt to learn sensitive account information such as User access credentials;
7.7 - make improper use of our support services or submit false reports of abuse or misconduct;
7.8 - engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools;
7.9 - Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform;
7.10 - Attempt to impersonate another User or person or use the username of another User;
7.11 - Sell or otherwise transfer your Account;
7.12 - Use any information obtained from the Platform in order to harass, abuse, or harm another person;
7.13 - Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Platform Content for any revenue-generating endeavour or commercial enterprise;
7.14 - Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion of the Platform;
7.15 - Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Platform to you;
7.16 - Delete the copyright or other proprietary rights notice from any Platform Content;
7.18 - upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform;
7.19 - upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
7.20 - except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or using or launching any unauthorized script or other software;
7.21 - Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform;
7.22 - Use the Platform in a manner inconsistent with any applicable laws or regulations.
8 - User Contributions
8.1 - The Platform contains Interactive Services that allow Users to post, submit, publish, display, or transmit User Content and talk to other Users on or through the Platform. All User Contributions must comply with the User Contribution Standards set out below in Section 9.
8.2 - Any User Content will be considered non-confidential and non-proprietary. By providing any User Content, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such User Content.
8.3 - You represent and warrant that:
8.3.1 - you own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and
8.3.2 - the User Content do and will comply with these Terms and Conditions.
8.4 - You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not us, shall have full responsibility for such User Content, including its legality, reliability, accuracy, and appropriateness.
8.5 - We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other User.
8.6 - To the maximum possible extent, you hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully transferable and sublicensable right (through multiple tiers) and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all User Content, and to sublicense the foregoing rights; and you irrevocably waive, and cause to be waived, against us and its users any claims and assertions of any moral rights contained in such User Content. This section shall survive any termination of your Account or these Terms and Conditions.
9 - User Contributions Standard
These User Contribution Standards apply to any and all User Content and use of Interactive Services. User Contributions must in their entirety comply with all applicable central, federal, state, local, and international laws, and regulations. Without limiting the foregoing, User Contributions must not:
9.1 - contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, hurtful, inflammatory, or otherwise objectionable;
9.2 - promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
9.3 - infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person;
9.4 - violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions;
9.5 - contain images or videos of persons without such person’s consent;
9.6 - be likely to deceive any person;
9.7 - involve drugs, narcotics, steroids, controlled substances, pharmaceuticals or similar products or therapies that are either illegal, prohibited, or enjoined by an applicable regulatory body; legal substances that provide the same effect as an illegal drug; or other products, medical practices, or any related equipment or paraphernalia that have been found by an applicable regulatory body to cause consumer harm;
9.8 - promote any illegal activity, or advocate, promote, or assist any unlawful act;
9.9 - cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
9.10 - involve funding a ransom, human trafficking or exploitation, vigilantism, bribes, or bounty;
9.11 - impersonate any person or misrepresent your identity or affiliation with any person or organization;
9.12 - involve or promote terrorism or, any activity that promote war, genocide, knives, explosives, ammunition, firearms, or other weaponry or accessories;
9.13 - involve annuities, investments, loans, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), pyramid schemes, “get rich quick schemes” (i.e., Investment opportunities or other services that promise high rewards), network marketing and referral marketing programs, debt collection;
9.14 - involve circumventing the designated method of payment as provided by us;
9.15 - involve credit repair or debt settlement services;
9.16 - involve products or services that directly infringe or facilitate infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
9.17 - involve illegal sale or resale of brand name or designer products or services;
9.18 - any other activity that we may deem in our sole discretion to be in support of individuals and/or entities associated with alleged financial crimes including but not limited to corruption, bribery, tax evasion, fraud, and activities of a similar nature;
9.19 - involve any election campaigns that are not run by a registered organization within the supported country;
9.20 - give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case;
9.21 - involve any other activity that we may deem in our sole discretion to be unacceptable.
10 - Voting
As the Platform is decentralised, the Company cannot perform actions such as (but not limited to) deleting, suspending, or blocking an Account, modification of the Platform, or taking down any User Contribution from the Platform. Whenever a situation arises, wherein a decision has to be taken regarding such matters, fifty one percent (51%) of the WoopCoin holders need to vote in favour or against the issue raised so that an action can be taken accordingly. Each WoopCoin is equal to one (1) vote.
11 - Monitoring
11.1 - YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND HOLD US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND COSTS RESULTING FROM ANY ACTION TAKEN BY US/ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER US/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
11.2 - We do not undertake to review any User Contributions before it is posted on the Platform and cannot ensure prompt removal of objectionable User Contributions after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, User Contribution, or content provided by any third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
11.3 - In the event, User believes that User Contribution is inappropriate, for any reason whatsoever, the User can report such User Contribution and based on the vote that such User Contribution will get, it will either get removed from or remain on the Platform. As the Platform is decentralised, the Company cannot take down any User Contributions.
12 - Refund, Return & Transaction
Please refer to the Refund, Return and Transaction Policy
13 - License
Subject to these Terms and Conditions, the Company gives you a limited, revocable, non-sublicensable, non-exclusive, and non-transferable license to the Platform (and other items displayed on the Platform for download) only for purposes of using the Platform in accordance with these Terms and Conditions. It is expressly prohibited, without the prior express permission from the Company, to use, reproduce, modify, distribute, or store any Platform Content for purposes other than using the Platform consistent with these Terms and Conditions.
14 - Intellectual Property Rights
14.1 - The Platform contains intellectual property of the Company in the form of content, graphics, videos, audios, text, and any other digital content (the “Platform Content”). The User is not granted a license to any Platform Content under these Terms and Conditions. Except to the extent that applicable laws prevent us from doing so, you will not, directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Platform; (ii) remove any proprietary notices or labels from the Platform Content; reproduce or copy the Platform Content or any part thereof; (iii) modify, translate, or create derivative works based on the Platform Content; (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Platform Content; (v) create any derivative product from any of the foregoing; (vi) without our express written permission, introduce automated agents or scripts to the Platform so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Platform; or (vii) allow third parties to gain access to the Platform or to Platform Content in any manner other than as expressly permitted in these Terms and Conditions.
14.2 - You acknowledge and agree that the Platform, the names and logos and all related product and names, design marks and slogans, and all other material comprising the Platform, are the property of the Company or its affiliates (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/or other intellectual properties owned by us or by other parties that have licensed their material to us. You are not authorized to use any of the Marks in any advertising, publicity, or any other commercial manner without the prior written consent of the Company. Your use of the Platform confers no title or ownership in the Platform or the Marks and is not a sale of any rights in the Platform or the Marks. All ownership rights remain in the Company or its third-party suppliers, as the case may be.
14.3 - You acknowledge and agree that any comments, ideas and/or reports provided to us (“Feedback”) shall be the property of the Company and you hereby irrevocably transfer and assign to the Company such Feedback, and all associated intellectual property rights, provided however that you shall be free to use such Feedback in the ordinary conduct of your business.
15 - Copyright Infringement Notification
15.1 - If you are a copyright owner or an agent thereof and believe that any content made available via the Platform infringes upon your copyright, you may submit a notification pursuant to the Canadian Copyright Act (the “Act”) by providing us with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Platform (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. Please send us all notices in connection with copyright infringements to: Legal@wikiwoop.com].
15.2 - Counter-Notice: If you feel that any of your content was improperly removed or made unavailable to other Users, please contact us via the contact information set forth above.
16 - Apple & Android Devices
The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play (each an “App Distributor”) to access our Services:
16.1 - the license granted to you for our mobile application is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service;
16.2 - we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms and Conditions or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application;
16.3 - in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application;
16.4 - you represent and warrant that (i) you are not located in a country that is subject to a government embargo, or that has been designated as a “terrorist supporting” country and (ii) you are not listed on any government list of prohibited or restricted parties;
16.5 - you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application;
16.6 - you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms and Conditions, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms and Conditions against you as a third-party beneficiary thereof.
17 - External Service Purchases
17.1 - When making a purchase on a mobile application, you may have the option to pay through an “External Service”, such as with your Apple ID or Google account (“External Service Account”), and your External Service Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Service Account. Certain External Services may charge you sales tax, which may change from time to time.
17.2 - If your External Service purchase includes an automatically renewing subscription, your External Service Account will continue to be periodically charged for the subscription until you cancel. After your initial subscription commitment period, and again after any subsequent subscription period, the subscription will automatically continue for the price and time period you agreed to when subscribing.
17.3 - If you do not want your subscription to renew automatically, or if you want to change or terminate your subscription, you must log in to your External Service Account and follow instructions to manage or cancel your subscription, even if you have otherwise deleted your account with us or if you have deleted the Platform from your device.
17.4 - For example, if you subscribed using your Apple ID, cancellation is handled by Apple, not us. To cancel a purchase made with your Apple ID, go to Settings > iTunes & App Stores > [click on your Apple ID] > View Apple ID > Subscriptions, then find your subscription and follow the instructions to cancel. You can also request assistance at https://getsupport.apple.com.
17.5 - Similarly, if you subscribed on Google Play, cancellation is handled by Google. To cancel a purchase made through Google Play, launch the Google Play app on your mobile device and go to Menu > My Apps > Subscriptions, then find your subscription and follow the instructions to cancel. You can also request assistance at https://play.google.com.
17.6 - If you cancel a subscription, you may continue to use the cancelled service until the end of your then-current subscription term. The subscription will not be renewed when your then-current term expires.
17.7 - If you initiate a chargeback or otherwise reverse a payment made with your External Service Account, we may terminate your Account immediately in our sole discretion, on the basis that you have determined that you do not want our subscription (if applicable). In the event that your chargeback or other payment reversal is overturned, please contact us using the information at the end of this page. We will retain all funds charged to your External Service Account until you cancel your subscription through your External Service Account.
18 - Third-Party Services
The Platform may provide link to other websites, services, or resources on the internet, and other websites, services, or resources. Also, Platform Content may contain links to other websites, services, or resources on the internet. When you access third party resources on the internet, you shall do so at your own risk. These third – party websites or resources are not controlled by us, and you agree that we shall not be responsible or liable for including but not limited to the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link shall not imply our endorsement or any association in any way between their operators and us. You also agree that we will not be responsible or liable in any case, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party website or resource.
19 - Termination
19.1 - You can delete your Account at any time by going to the “Settings” section and select “Delete Account”. Any such termination shall immediately revoke the license granted under Section 13, and you shall effective immediately be prohibited from accessing or using the Platform or Platform Content for any reason. All Service Fee, Transaction Fee and any other fee paid hereunder are non-refundable.
19.2 - In the event, a fake Account is created under the name of any User and/or User believes that inappropriate activities are being performed by such fake Account. The concerned User can report such fake Account to be deleted, blocked, or suspended and based on the vote that such fake Account gets, it will either get deleted, blocked, suspended, or remain on the Platform. As the Platform is decentralised, the Company cannot delete, block, or suspend any Account.
19.3 - The provisions of these Terms and Conditions which by their nature should survive termination shall survive termination, including but not limited to licenses, warranty disclaimers, ownership provisions, limitations of liability and indemnification.
20 - Release
To the maximum extent permissible by applicable law, you hereby absolutely release the Company and its affiliates as well as all other Users of the Platform from responsibilities including but not limited to, claims, cause of action, liability, expenses, demands, and/or damages (actual and consequential) of all kinds and nature, known and unknown and claims of negligence that may arise from the use of or inability to use, or in relation to your use of and/or reliance on the Platform, including any disputes which may arise between Users and the acts or omissions of third parties.
21 - Warranty Disclaimer
THE PLATFORMIS PROVIDED “AS IS”, “AS AVAILABLE” BASIS. THE USE OF PLATFORM IS AT THE USER’S SOLE RISK. THE PLATFORMIS PROVIDED WITHOUT WARRANTY, REPRESENTATION, OR GUARANTEE OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE OR ACCURACY AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, WITH THE SOLE EXCEPTION OF WARRANTIES (IF ANY) WHICH CANNOT BE EXPRESSLY EXCLUDED UNDER APPLICABLE LAW. THE COMPANY, OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE PLATFORMIS OR WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME, INSTANCE OR LOCATION; (II) ANY DEFECTS MATERIAL OR NOT, OR ERRORS WILL BE CORRECTED; (III) ANY/ALL CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) ANY/ALL INFORMATION IS COMPLETE, ACCURATE, UP-TO-DATE, OR RELIABLE; (V) ANY PARTICULAR SERVICE, CONTENT, OR PRODUCT REFERRED TO IN THE PLATFORM IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOUR AND/OR YOUR EMPLOYEES; (VI) THAT RESULTS OF USING THE SERVICES PROVIDED BY US WILL MEET YOUR REQUIREMENTS(VII) THE USE OF THE PLATFORM PROVIDED BY US SHALL COMPLY WITH ANY LAWS, RULES, REGULATIONS, REQUIREMENTS, POLICIES, QUALIFICATIONS, OR BEST PRACTICES, INCLUDING BUT NOT LIMITED TO PRIVACY LAWS, PROFESSIONAL LICENSURE, OR REIMBURSEMENT; (VIII) THE USE OF THE PLATFORM SHALL NOT RESULT IN LEGAL DUTIES OR LIABILITY. WE DO NOT GUARANTEE IN ANY INSTANCE THAT ANY PARTICULAR CONTENT OR MATERIAL SHALL BE MADE AVAILABLE THROUGH THE PLATFORM.
22 - Indemnification
You acknowledge and agree that you shall at all times defend, indemnify, and hold harmless the Company, its affiliates and each of the Company’s and its affiliates’, including but not limited to, respective officers, directors, contractors, employees, agents, suppliers, and representatives against all liabilities, claims, fees, costs, penalties or sanctions, losses, expenses, and interest of any nature, including reasonable attorneys’ fees, arising out of or which may relate to: (a) your use or misuse of, or access to, the Platform; (b)your violation of any privacy, professional, ethics, licensing, or consumer protection laws, rules, or regulations; (c) your misuse of anyone’s private, proprietary, or personal data; (d) infringement by you (or any third party using your Account or identity in the Platform) of any intellectual property or other rights of any person or entity; or (e) otherwise in violation of these Terms and Conditions in any way. It is our right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall assist and cooperate with us in asserting any available defences at your expense, including reasonable attorneys’ fees incurred by us.
23 - Limitation of Liability
THE USE OF THE PLATFORM OFFERED BY US IS ENTIRELY AT YOUR OWN RISK. IN NO CASE SHALL WE, NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, SUPPLIERS, CONTENT PROVIDERS, OR ANY USERS BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH REGARDS TO THE PLATFORM FOR: (I) ANY LOST PROFITS, LOSS IN REVENUE, LOSS OF GOODWILL, ANY DATA LOSS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, OTHER INTANGIBLE LOSSES, OR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, EXEMPLARY, RELIANCE, PUNITIVE, LIQUIDATED, OR ANY SIMILAR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER (HOWEVER ARISING), (II) ANY, VIRUSES, BUGS, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGIN), (III) ANY PERSONAL INJURY OR HARM, INCLUDING DEATH, WHICH IS CAUSED BY YOUR USE OR MISUSE OF THE PLATFORM, (IV) ANY CLAIMS, DEMANDS, OR DAMAGES ARISING OUT OF OR RELATING TO ANY DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, OR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF OR GREATER THAN ANY FEES PAID BY YOU FOR USING OF PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD. REMEDIES UNDER THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS.NOTHING IN THESE TERMS AND CONDITIONS SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THESE TERMS AND CONDITIONS.
24 - Governing Law & Dispute Resolution
24.1 - The Parties agree that the validity, operation, and performance of these Terms and Conditions shall be governed by and interpreted in accordance with the laws of Canada applicable therein (notwithstanding conflict of law rules). The Parties do expressly and irrevocably concede to the jurisdiction of courts located at Montreal, Quebec with respect to any matter or claim, suit, action or proceeding arising under or related to these Terms and Conditions.
24.2 - Any dispute concerning the subject matter of these Terms and Conditions, or the breach, termination, or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The Party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other Party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the Parties within fifteen (15) days of receipt by the relevant Party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the Parties agree to submit the Dispute to a single arbitrator mutually agreeable to both Parties. The venue of such arbitration shall be Montreal, Quebec. In the event that the Parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of the appropriate court on application by either Party to the Dispute. All decisions and awards rendered by the arbitrator will be final and binding upon the Parties for all questions submitted to such arbitrator, and the costs associated with such submission shall be shared equally by the Parties involved in the Dispute unless the arbitrator decides otherwise. The Parties waive all rights of appeal, therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.
25 - Modification of the Platform
The Company may modify the Platform, provided that fifty–one (51%) of the WoopCoin holders vote in favour of such modification. The Company shall have no liability to you or to any third party for any such modification, suspension, or discontinuance.
26 - Changes to the Terms
We endeavour to try and provide notice of modifications to these Terms and Conditions. However, you also agree that it is also your responsibility to make reasonable efforts to be aware of such modifications. When you continue to use the Platform, after notification of any modifications to these Terms and Conditions, it shall mean acceptance of those modifications, and those modifications shall apply to your continued use of the Platform going forward. Your use of the Platform is subject to these Terms and Conditions in effect at the time of such use.
27 - Miscellaneous
27.1 - ENTIRE AGREEMENT AND SEVERABILITY: These Terms and Conditions are the entire agreement between you and us with regards to the Platform. These Terms and Conditions supersede all prior, contemporaneous communications and proposals made (whether oral, written, or electronic) between you and us with regards to the Platform. If any provisions mentioned in these Terms and Conditions are found to be unenforceable or invalid, that particular provision or provisions will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. In the event of the failure of either Party to exercise in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder.
27.2 - RELATIONSHIP OF THE PARTIES: The User and the Company are independent contractors. These Terms and Conditions shall not and do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship of any kind between the Parties. The User shall not have any authority of any kind to bind the Company in any respect. Unless expressly stated otherwise, there are no third-party beneficiaries to these Terms and Conditions. The Company does not have any special relationship with the User nor any fiduciary duty.
27.3 - FORCE MAJEURE: The Company will not be liable in any case for any failure or delay in the performance of our obligations for any reason hereunder if such failure results from: (a) any cause beyond our reasonable control, including but not limited to, mechanical, electronic or communications failure or degradation, denial-of-service attacks, (b) any failure by a third-party hosting provider or utility provider, (c) strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
27.4 - ASSIGNMENT: You agree that these Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you. The Company reserves the right to assign, transfer or delegate any of our rights and obligations hereunder without obtaining consent.
27.5 - NOTICES: All notices under these Terms and Conditions shall be in writing unless otherwise specified. Notice to the Company shall be sent by email to [Legal@wikiwoop.com]. You shall ensure written confirmation of receipt for notice to be effective.
27.6 - NO WAIVER: Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future.
27.7 - HEADINGS: Headings used in these Terms and Conditions are provided for convenience only and shall not be used to construe meaning or intent.
27.8 - GENDER AND PLURALS: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include all genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Terms and Conditions and not to any provision or section.
27.9 - CONTACT US: If you have any queries regarding these Terms and Conditions, feel free to contact us at email@example.com.
You acknowledge that you have read, understood, and accepted to be bound by these Terms and Conditions.