Membership Agreement
WLLC TERMS OF SALE AND SERVICE
IMPORTANT: These WLLC Terms of Sale and Service govern the WLLC, WLLC Wallets and the Site Services (each as defined below). By purchasing WLLC (whether through the Site or otherwise), transferring WLLC, obtaining a WLLC Wallet or accessing or using any of the Site Services (each as defined below), you acknowledge that you have read, understand, and completely agree to be bound by these Terms and agree that any purchaser or other transferee of the WLLC shall be subject to these Terms. If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase WLLC (whether though the Site or otherwise), (b) sell or transfer any WLLC you already hold, and (c) do not access or use a WLLC Wallet or any of the Site Services.
These Terms apply to users of wideronline.com the (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms carefully to determine which provisions apply to you. These Terms will continue to apply to you in respect of all services on the Site. By purchasing a WLLC through the Site, transferring WLLC into a WLLC Wallet, looking up the WLLC Reserves (defined below) that are associated with a particular Digital Token Address or seeking to redeem any of the WLLC through the Site (collectively or individually, the “Site Services”), the user (referred to herein as “you” or “your”) agrees to these Terms and that any purchaser or other transferee of the WLLC of the user shall be subject to these Terms. By purchasing a WLLC in any way other than through the Site, the purchaser (also referred to herein as “you” or “your”) also agrees to these Terms and that any purchaser or other transferee of the WLLC of the user shall be subject to these Terms.
1. Right to Use the Site: If you (a) have a WLLC Wallet, (b) are not a Prohibited Person, (c) do not operate your WLLC Wallet for the benefit of a Prohibited Person, and (d) comply with these Terms, WLLC grants you the limited right to use the Site Services. The right to use the Site Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. WLLC may suspend or terminate the provision of Site Services to you /or freeze or terminate your WLLC Wallet, as required by applicable Laws or where WLLC determines that you have violated, breached, or acted inconsistent with any of these Terms.
2. WLLC:
2.1. WLLC issues, sells, and redeems WLLC in reliance on custodial services provided by one or more Custodians and services provided by other representatives of WLLC. WLLC may be used, kept, or exchanged online wherever parties are willing to accept WLLC, or redeemed for associated specific interests in WLLC Reserves, all subject to the limitations in these Terms. WLLC makes no representations or warranties that it will continue to sell new WLLC on comparable terms or on any terms in the future. WLLC may be issued by WLLC on multiple blockchains in its sole discretion, and WLLC trading on one blockchain may not be readily exchangeable for WLLC trading on a different blockchain.
2.2. Holders of WLLC will be able to view information regarding undivided specific interests in WLLC Reserves at the Site, subject to the Site’s availability and the provision of required information.
2.3. While WLLC has contracted with the Custodian, WLLC is vaulting the WLLC Reserves with the Custodian as representative of the WLLC holders. The Custodian holds the WLLC Reserves on behalf of the WLLC holders, and each is an intended third-party beneficiary of that contract, and is entitled to bring claims against the Custodian, subject to the limitations on claims and liability set forth in the agreement with the Custodian. Contractual claims will not be asserted against the Custodian by WLLC on behalf of the WLLC holders. Accordingly, WLLC holders would be required to expend their own resources in order to pursue claims against the Custodian or any other person or entity. The Custodian maintains insurance with regard to its business in such amount and on such terms and conditions as it considers appropriate, which is not expected to cover the full amount of WLLC Reserves. WLLC is not a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage maintained by the Custodian.
3. Purchase and Redemption of WLLC:
3.1. Verified customers of WLLC may purchase WLLC from WLLC subject to conditions (e.g., minimum purchase amounts) and fees in accordance with the WLLC Fee Schedule in effect at the time of purchase.
3.2. WLLC will make commercially reasonable efforts to process a verified customer request to redeem WLLC promptly. However, it may take several business days for any redemption to be completed. WLLC reserves the right to delay the redemption or purchase of WLLC if the delay is necessitated by the illiquidity or unavailability or loss of any WLLC Reserves backing the WLLC or as otherwise required by Laws or demanded or lawfully requested by any Government.
4. Transactions in WLLC: In the course of processing transactions in WLLC at the Site, WLLC may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for WLLC to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release WLLC from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending WLLC, off of the Site. WLLC transactions are not reversible. Once you send WLLC to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those WLLC indefinitely or permanently. You acknowledge that WLLC may delay or suspend redemption under various circumstances, including but not limited to, in the event that WLLC determines that you have engaged in a Prohibited Use; when WLLC is directed to do so by any Government; if your WLLC Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when WLLC believes that someone is attempting to gain unauthorized access to your WLLC Wallet or other account or wallet. WLLC are not legal tender and are not backed by any Government. WLLC are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
5. Resolution of Disputes:
5.1. You and WLLC agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one WLLC user cannot and may not affect any other WLLC users.
5.2. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
6. Prohibited Uses: You may not:
6.1. use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Tokens, Fiat, funds, property, or proceeds;
6.2. use the Site or any Site Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalize, sanction, or expose WLLC to liability for any Site Services furnished or offered to you or your WLLC Wallet under these Terms;
6.3. use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of WLLC, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
6.4. use the Site or any Site Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;
6.5. purchase or redeem WLLC, or otherwise transact on the Site, or use any Site Services, with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
6.6. use the Site or any Site Services to interfere with or subvert the rights or obligations of WLLC or the rights or obligations of any other Site user or any other Person;
6.7 trade using misleading or inaccurate information presented to the Site or to WLLC or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
6.8. use the Site or any Site Services to engage in conduct that is detrimental to WLLC or to any other Site user or any other Person;
6.9. take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;
6.10 falsify any account, Site registration, exchange, or administration details provided to WLLC or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
6.11. falsify or materially omit any information or provide misleading or inaccurate information requested by WLLC or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Site Services to you;
6.12. cause injury to, or attempt to harm, WLLC, any of its Associates or any Person through your access to the Site or any Site Services;
6.13. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
6.14. have more than one account and more than one WLLC Wallet on the Site, or use any WLLC Wallet on a one-time, ‘throwaway’ basis; a one-time, ‘throwaway’ basis; any such additional WLLC Wallet or one time ‘throwaway’ WLLC Wallet may be terminated or suspended at the absolute discretion of WLLC;
6.15. where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Site Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
6.16. utilize a WLLC Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or
6.17. violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.
Any use as described in this paragraph shall constitute a “Prohibited Use”. If WLLC determines or suspects that you have engaged in any Prohibited Use, WLLC may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to , making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any WLLC Wallet that you have on the Site; and, suspending or terminating your access to any Site Services or Fiat, funds, property, or Digital Tokens from any WLLC Wallet. WLLC may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by WLLC or any of its Associates, you shall pay an amount to WLLC or the Associate so as to render WLLC or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on WLLC or the Associate.
7. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: WLLC is committed to providing safe, compliant, and reputable Site Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws.
8. Intellectual Property:
8.1. The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by WLLC under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from WLLC or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in metadata or code, or in any other manner;
8.2. Unless otherwise indicated, all materials on the Site are used by WLLC under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from WLLC or the third-party owner;
8.3. You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage WLLC’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on WLLC’s part without prior, express, written consent;
8.4. The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by WLLC. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms; and
8.5. The Site and Site Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved. Except as expressly authorized by WLLC, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Site Services in any way; (b) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (c) “frame” or “mirror” all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (d) reverse engineer or access all or any part of Site or its Site Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (iii) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services.
9. Your Representations and Warranties: You represent and warrant to WLLC on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilize or access the Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:
9.1. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
9.2. that, if you are using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
9.3. that you understand the risks associated with using the Site, that you are not otherwise prohibited by applicable Laws from using the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site Services;
9.4. that you will not use the Site or any Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
9.5. that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;
9.6. that you will not falsify any Site or Site Services registration or administration details provided to WLLC;
9.7. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by WLLC in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to WLLC becomes incorrect or outdated, including, but not limited to, information relating to your ownership, you will promptly provide corrected information to WLLC;
9.8. that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your WLLC Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your WLLC Wallet and to keep such WLLC Wallet and the access to the Site from your account out of the reach of other Persons;
9.9. that you acknowledge and agree that Fiat, Digital Tokens or other property reflected in your WLLC Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of WLLC;
9.10. that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorized e-mail address on file with WLLC are deemed to be valid, binding, and conclusive, and that WLLC may act upon those instructions without any liability or responsibility attaching to it;
9.11. that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon; and
9.12. that you will accurately and promptly inform WLLC if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
10. No Waiver; Available Remedies: Any failure by WLLC to exercise any of its rights, powers, or remedies under these Terms, or any delay by WLLC in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by WLLC does not prevent either from exercising any other rights, powers, or remedies. The remedies of WLLC are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which WLLC is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that WLLC would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your WLLC, other Digital Tokens, Fiat or other funds, or your interests therein, that are held by WLLC or any of its Associates.
11. Force Majeure: WLLC is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, WLLC is excused from any and all performance obligations under these Terms.
12. Severability: If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.
13. Sharing of Personal Information: From time to time, WLLC receives information requests from law enforcement agencies around the world. In this context, WLLC might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms, the Privacy Policy and the Law Enforcement Requests Policy.
14. Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that WLLC may provide in connection with these Terms through publication on any part of the Site or to your authorized e-mail address on file with WLLC. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.