Terms and Conditions

Woonkly legal provisions.

TERMS AND CONDITIONS (T&C) REGARDING THE WEBPAGE

Last updated: 01/03/2021

PLEASE READ THESE TERMS AND CONDITIONS (T&C) CAREFULLY BEFORE USING THE SERVICES PROVIDED BY “WOONKLY OÜ” (WWW.WOONKLY.COM, HEREIN WOONKLY OR THE COMPANY), CONNECT YOUR WALLET, USE OR INTERACT WITH THE WEBPAGE IN ANY WAY BY USING THE WEBPAGE OR THE SERVICES PROVIDED BY WOONKLY, YOU WILL BE FULFILLING THESE CONDITIONS AND ALL THE TERMS INCORPORATED HEREIN BY REFERENCE.

THIS DOCUMENT EXPLAINS THE TERMS AND CONDITIONS ON HOW TO CORRECTLY USE THE SERVICES PROVIDED ON THE WEBSITE, YOUR PERSONAL ACCOUNT AND OTHER IMPORTANT QUESTIONS ABOUT ITS USE. YOU CAN ALSO FIND USEFUL INFORMATION IN OUR QUESTIONS AND ANSWERS.

PLEASE BE CAREFUL AND NOTE THAT ANYONE CAN CREATE AND NAME ANY BEP20 TOKEN ON BINANCE SMART CHAIN OR IN ANY OTHER NETWORK, INCLUDING CREATING FAKE VERSIONS OF THE “WOOP” OR THE WEBPAGE AND TOKENS THAT CLAIM TO REPRESENT PROJECTS THAT DO NOT HAVE A TOKEN, PLEASE DO YOUR OWN RESEARCH BEFORE INTERACTING WITH THE WOOP BEP20 TOKEN AND WEBPAGE, YOU CAN VERIFY OUR CONTRACT ON BscScan HERE:

https://bscscan.com/token/0x8b303d5bbfbbf46f1a4d9741e491e06986894e18

1. THE PARTIES TO THESE T&C

1.1 WOONKLY OÜ is a company incorporated and registered in Estonia with ID 14732669 and it´ is the creator of its own token known as WOOP (Utility Token) based on the Binance Smart Chain Technology BEP-20 by virtue of these T&C. There may be other entities within the potentially future group of "WOONKLY OÜ" ("WOONKLY") that will develop, manage and / or operate the Woonkly platform and the references made in these T&C to "WOONKLY" "Woonkly", "COMPANY", "Company", "we", "our" or "us" will be to WOONKLY OÜ, and their respective successors and assigns.

1.2 WOOKLY OÜ as a legal company established in Estonia, has the necessary license (License nr FVT000340) to operate with Cryptocurrencies by:

1.2.1 Providing services of exchanging a virtual currency against a fiat currency

1.2.2 Providing a virtual currency wallet service

1.2.3 Providing services of exchanging a virtual currency against a virtual currency

You can verify this information by entering in the next link:

https://mtr.mkm.ee/taotluse_tulemus/547860?backurl=%40juriidiline_isik_show%3Fid%3D265533

1.3 If you have any questions related to these terms and conditions, please contact us at [email protected]

2. COMPANY INFORMATION

2.1 “WOONKLY” is a company dedicated to online advertising, social media and marketing through Cryptocurrencies and Blockchain technology based on the Binance Smart Chain BEP20, which has the necessary valid licenses to operate as Cryptoexchange and Cryptowallet.

2.2 The company has its own tokens called “WOOP” based on the Binance Smart Chain Technology BEP20, which can be used within the platform to generate advertising campaigns or generate income by watching and sharing the advertising campaigns, through our different services. We advise you do not get any other token that claims to be part of the company or the project or has a similar name. The company will not be responsible for any loss that you may suffer in case of acquiring false tokens on unofficial web pages, or false tokens that are not those from the contract on BscScan.

2.3 More information on “Woonkly” can be found at the following link https://woonkly.com.

2.4 The information contained in the Whitepaper is only descriptive in nature, is not binding and is not part of these terms and conditions.

3. SCOPE OF THE T&C

3.1 Unless otherwise indicated, these T&C (including the terms incorporated herein by reference) only govern the use of the website and the services that the company provides to its users.

4. YOUR ACCOUNT

Be aware that if you want to use the services provided by Woonkly, you must be +18 years old, also in addition to compliance with anti-money laundering and money laundering laws, you must pass the KYC process established on this website. Woonkly reserves the right to accept or not the profiles that do not comply with the necessary requirements, or that in case for territorial reasons are on the list of prohibited countries

5. LOCK AND UNLOCK YOUR WALLET

5.1 In order to interact with the services provided for Woonkly, you must connect your wallet through our webpage, do not forget to lock your wallet after using our services on our webpage and also in your personal portfolio or system. Please note that when you connect your wallet with our website, we cannot at any time operate with the cryptocurrencies or funds that you have in it, the only purpose of connecting your wallet with our services is to represent your balances in your profile, being that you are the only one responsible for signing all the interaction orders of your wallet, also be aware that:

5.1.1 When you unlock your wallet, we cannot operate your balances or cryptocurrencies, you are the only one who can sign and confirm any order or interaction.

5.1.2 When you connect your wallet through our webpage, we can never, at any time know your personal information like the seed, personal keys or password. Woonkly will not be responsible for any loss you may suffer from the misuse of your wallet, personal keys, seed or passwords. If you do not agree with this, we ask that you please do not use our services and leave this website.

5.1.3 You are the only one responsible for the care of your personal data such as seed, password and purchase, sale, or transfer operations. In addition, by using the website and accepting these T&C, you waive all right to claim that you may suffer for any total or partial loss of your funds or cryptocurrencies against the company and its legal representatives or workers.

5.1.4 The company, representatives or workers, will never ask you for your personal data such as password, seed, or balances. If you think you may be the victim of a scam or feel attacked in any way, you can contact us through the email: [email protected]

6. WOOP PRICE

6.1 The price per WOOP will be denominated in BNB (Binance Coin). The user accepts and acknowledges that Woonkly does not have the power to modify the price of the Woop, as well as Woonkly is not responsible for the substantial losses that a user may suffer due to a decrease or increase in the Woop, or the success or failure of the project.

7. RIGHT TO REQUEST INFORMATION.

7.1 Before you can use the services provided by Woonkly, the Company may, at any time (in our sole and absolute discretion):

7.1.1 Ask you to provide certain information and documentation to comply with any "Know you Client" (KYC) and "Anti-money Laundering" (AML) or similar obligations to which we may be subject; and

7.1.2 Determine that it is necessary to obtain certain other information to comply with applicable laws and regulations in relation to the services that Woonkly offers through our website.

7.1.3 You acknowledge and agree that we may conduct video interviews during the KYC process and that you give consent to the recording of those meetings by participating in them. Identification and verification of a customer using ICT means is done in accordance with the section 31 of the Estonian Money Laundering and Terrorist Financing Prevention Act (MLTFPA).

7.2 You agree that you will immediately, at the Company's request, provide the information and documentation that we may reasonably request in accordance with clause 7.1 so that we can:

7.2.1 Carry out, to our satisfaction, all the necessary requirements of "Know your Client" (KYC) and " Anti-Money Laundering" (AML), together hereinafter also referred to as "Know your Customer" and other similar controls that we may be obligated to act; and

7.2.2 To ensure, to our satisfaction, that we have complied with all applicable laws and regulations in relation to WOOP or the services as is contemplated in these T&C.

7.3 You are aware and accept that the company may deny or reject any service until it provides all the information and documentation that we may request under this clause 7 and we have determined that we can create and issue to you under compliance with the law, on the prevention of money laundering and terrorist financing and your request for amendments from the Company, you will immediately provide the information and documentation that we may reasonably request from according to clause 7.1 so that we can:

7.3.1 To carry out, to our satisfaction, all the necessary requirements «Know your client» (KYC) and «Anti-Money Laundering» (AML), together hereinafter also called «Know you client» and other controls similar to those that we may be obligated to act; and

7.3.2 Ensure, to our satisfaction, that we have complied with all applicable laws and regulations regarding the use of services provided in these T&C and webpage.

7.3.3 In the event that any of the assumptions are given in this clause (7, 7.1, 7.2 and 7.3) which may derive from the total or partial blocking of your account, Woonkly is not responsible for any substantial loss that you may suffer at any time. For example, as the possibility of trading or swap with the cryptocurrencies established in the website, keep in mind that if your personal profile is blocked into our website, we at any time can never; withdraw, freeze or transfer your balances or cryptocurrencies that you own in your personal wallet. Woonkly only will block your access to open your profile or connect your wallet with the webpage.

8. PURCHASE METHODS AND TERMS

8.1 The only official means to acquire the "WOOP" cryptocurrency is through the following sites:

8.1.1 https://woonkly.com/

8.1.2 https://pancakeswap.finance/

8.1.3 https://1inch.exchange/#/

In case of listing new exchanges where you can get, buy or swap any cryptocurrency to acquire "WOOP", the official sites will be listed in this clause. You will be solely responsible if you acquire our cryptocurrency by other means.

8.2 Purchases of WOOP can only be made through Binance Coin (BNB) BEP20 and must be sent from a Binance Smart Chain wallet and network. All purchases will be made through the Smart Contract System. Woonkly is not responsible for erroneous sends of WOOP that a user may suffer, the user being solely responsible for said loss.

8.3 Any third-party website, service or Smart Contract that facilitates the assignment, transfer of WOOP or the receipt of the purchase for WOOP, which is not expressly included in these T&C, is not authorized by the company and under no circumstances do they have any legal or commercial relationship with the Company, the Company Platform or WOOP.

Unaccredited Purchases:

8.3.1 A) In any cryptocurrency other than BNB BEP-20 (Binance Smart Chain); or in a way that does not conform to the purchase methods described in these T&C or it´s Website; or

8.3.2 B) to any third-party website, wallet address, service or smart contract offered by WOOP in the manner described in these T&C;

8.3.3 You run the risk of losing your entire cryptocurrencies or tokens and the Company will not be responsible for recovering or returning such tokens to the buyer, nor will the Company be liable for losses incurred by the purchaser in this regard;

8.3.4 Woonkly does not accept payments in FIAT for the purchase of tokens.

8.4 If it were the case that Woonkly enables the direct sale of WOOP, the contract will be duly formalized when it is carried out through the Website, by clicking on the button "BUY WOOP", or the equivalent word in English or any another language, on the condition that the buyer has clicked on the checkbox, declaring that they have accepted the Terms and Conditions and the "Token Acquisition Agreement" in the online version.

9. WOOP SPECS

9.1 Company has created through a Smart Contract its own cryptocurrency denominated WOOP, which is based on the Blockchain Binance Smart BEP-20 Technology, with a limit supply (1,000,000,000 Tokens).

9.2 The company will keep a record of all purchases by the buyer's wallets, including, among others, the details of the time the purchase was received, the IP address from which the purchase was made online, the purchase amount and the wallet from which the purchase was sent and any personal information provided by the purchaser, such as but, is not limited to any KYC and AML information ("Buyer´s Records").

9.3 To use the Token WOOP, the buyer must connect into his/her profile at the Company website a Wallet that must be compatible with the Binance Smart Chain BEP-20 Technology tokens. The company reserves the right to prescribe additional conditions related to the specific requirements of the wallet at any time, acting at its sole and absolute discretion.

10. REFUNDS, REJECTIONS, AND SUSPENSION

10.1 The company reserves the right to reject any swap, stake, pool, contract, or any other product made at any time in our sole and absolute discretion. We do not guarantee, represent, or offer any guarantee that we will be able to recover and / or successfully return such action. The company also at any time will not be able to recover or refund any transaction that does not contain all the requirements established in clauses of these terms and conditions.

10.2 Woonkly operates under the Binance Smart Chain blockchain technology, so we cannot guarantee any type of action like swap, stake, pool, etc. which depends on said network, at any time. The user acknowledges that if said network has errors, they will not be Woonkly's responsibility detaching it from all responsibility.

11. TOKEN FUNCTIONALITY

11.1 The ownership of WOOP does not carry any right, whether explicit or implicit, to be a potential right or expectation in the future to use and interact with the Company's Platform, to the extent that the Company's Platform is successfully developed and implemented. Any possible future right or expectation related to the provision and reception of services on the WOOP Platform (Woonkly.com) will be subject to the restrictions and limitations established in these Terms and Conditions and / or the Platform Terms (as applicable).

11.2 You acknowledge and agree that WOOP does not represent or constitute:

11.2.1 Any right of ownership or participation, shares, capital, security, merchandise, bond, debt instrument or any other financial instrument or investment that has equivalent rights.

11.2.2 Any right to receive future income, shares or any other form of participation or right of government of, in relation to the Company and / or the Company Platform.

11.2.3 The purchaser acknowledges that they are getting WOOP only for their business, craft, or profession.

11.3 The provision of goods and / or services on the date these T&C form a binding agreement between the Parties.

11.4 The Company does not offer guarantees or representations and does not offer assurances (in each case, whether expressed or implied) that WOOP will grant the real rights, future rewards, increase or decrease of invested capital, functionality, characteristics, purpose or attributes in relation to the company's Platform or functionality.

12. USER REPRESENTATIONS AND WARRANTIES

12.1 By using the webpage or it´s products (or in case of a future sale and submitting any purchase to the Company), you represent and warrant that:

12.1.1 You have read and understood these T&C, and the Token Acquisition Agreement.

12.1.2 You are of legal age and have the authority and consent necessary to accept these T&C and have the legal capacity to subscribe the Token Acquisition Agreement with the company.

12.1.3 Have sufficient knowledge of the functionality, use, storage, transmission mechanisms and complexities associated with cryptocurrencies, token storage, digital wallets, software based in tokens.

12.1.4 You understand that the company will not be able to refund or restore any WOOP in case you miss them, lose your wallet or private keys, you send any wrong transaction of WOOP to any other wallet or to any other exchange platform, or any other situation that could happen which causes you to suffer a loss of your WOOP.

12.1.5 You have obtained sufficient information about the potential future use and functionality of WOOP and Woonkly.com to make an informed decision to participate in the Token Sale of WOOP in accordance with these T&C.

12.1.6 You are making an exchange for the acquisition of WOOP for or on behalf of an entity, such entity is duly incorporated, registered and validly exists under the applicable laws of the jurisdiction in which the entity is established.

12.1.7 Any exchange of WOOP is not derived from or related to illegal activities, including, but not limited to, money laundering or terrorist financing activities.

12.1.8 You will not use WOOP or Woonkly.com to finance, participate in or support illegal activities.

12.1.9 Making an exchange and receiving WOOP under these T&C is not illegal or prohibited by the laws of your jurisdiction or by the laws of any other jurisdiction to which you may be subject.

12.1.10 It will comply with the tax obligations applicable in its jurisdiction derived from its acquisition, storage, sale, exchange, or transfer of WOOP.

12.1.11 You understand and accept the risks of purchasing WOOP in business start-ups at an early stage and acknowledge that these risks are substantial. In addition, you warrant and represent that your tokens do not represent a significant or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of total and complete loss associated with the purchase made under these T&C;

12.1.12 You acknowledge that you fully understand the content of the Project Documentation provided by the Company and are participating in the Token Sale with the intention of fully accepting the risk of failure of the Company's Platform.

12.1.13 You are making an exchange of tokens primarily for your own business, taking into account all the risks associated with it, and are not investing in the Company for speculative, investment or other financial purposes;

12.1.14 Waive the right to participate in a class action or class arbitration against the Company, its shareholders, founders, and team members or any entity or individual involved in the development or exploitation of the Company's Platform.

12.1.15 You understand that you have no right against the Company, shareholders, founders and team members or any other party to request a refund of any type provided at any time.

12.1.16 You understand that you have sole responsibility for determining whether your purchase/exchange in and obtaining WOOP, the use of WOOP and the possible appreciation or depreciation in value of the WOOP over time, the sale and purchase of WOOP and / or any other related actions or transactions to WOOP, the Company or the Company Platform have tax implications for you;

12.1.17 All the above statements and warranties are true, complete, accurate and not misleading from the time of your access and / or acceptance of possession of these T&C or from the time you purchase any WOOP or register on any Company website.

13. RISKS

YOU ACKNOWLEDGE AND AGREE THAT GETTING ANY WOOP TOKEN FROM THE COMPANY, EXCHANGE, SWAP, STAKE, POOL, SALE OF WOOP, ETC, AND THE DEVELOPMENT AND DEPLOYMENT OF THE COMPANY'S PLATFORM ENTAILS SIGNIFICANT FINANCIAL, REGULATORY, AND REPUTATIONAL RISKS, OF THESE T&C.

BY MAKING ANY PURCHASE, EXCHANGE, SWAP, OR ANY ACTION THAT IS INTENDED TO GET WOOP AND ACCEPTING THESE T&C, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND ASSUME THE RISKS SET IN THESE T&C AND THE WEBPAGE OR ANY OTHER DOCUMENT CONSIDERED FOR WOONKLY.

13.1 Risk of Software Weaknesses: Because WOOP, the Smart Contract System and the company's platform are based on the Binance Smart Chain protocol, any malfunction, failure or abandonment of the Binance Smart Chain protocol can have a significant adverse effect on WOOP, the Smart Contract System and/or the company's Platform.

13.2 Regulatory risk: Blockchain technology ('public platform') enables new forms of interaction and certain jurisdictions may enforce existing regulations or introduce new regulations that address applications based on public platform technology, which may be contrary to the current configuration of Smart Contract System and/or the Company's website application portfolio / server and which may, among other things, result in substantial modifications to the Company's Smart Contract System and/or Platform, including its termination and loss of WOOP for the user/holder.

13.3 Risks associated with uncertain regulations and enforcement actions: The regulatory status of Woonkly OÜ and distributed ledger technology and the Company's website application portfolio/server or the Company's Platform is unclear or unresolved in many jurisdictions. It is difficult or impossible to predict how or if regulatory authorities can enforce existing regulation regarding such technology and its applications, including the Company Platform and the WOOP. Additionally, it is difficult to predict how or if legislative or regulatory authorities may implement changes to law and regulation that affect distributed ledger technology and its applications, including the Company Platform and the WOOP. Regulatory actions could negatively impact the Company Platform and the WOOP in several ways, including, for illustrative purposes only, through the determination that Woonkly OÜ and the WOOP requires new registration or licenses. The company may cease operations in a jurisdiction in the event that regulatory actions, or changes to the law or regulation, make it illegal to operate in that jurisdiction, or commercially undesirable to obtain the necessary regulatory approvals to operate in that jurisdiction.

13.4 Risk of abandonment/lack of success: the creation and issuance of the WOOP and the development of the Company Platform may in the future be abandoned or cease to exist for various reasons, including lack of public interest, lack of funding, lack of commercial success or prospects (for example, caused by competing projects). There is no guarantee that even if the Company's Platform is developed and partially or fully launched, you will receive the benefits through the WOOP you own.

13.5 Risks Associated with the WOOP Markets: We cannot enable or otherwise facilitate any secondary trading or external valuation of the WOOP. This may restrict the envisioned avenues for using the WOOP and therefore could create a risk of illiquidity with respect to any WOOP you own. Although potentially in the future secondary trading in the WOOP will be facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation.

13.6 Risk of losing access to tokens due to loss of private key (s), custody error or your mistake: WOOP can only be accessed using an Binance Smart Chain BEP20 wallet provided by the Company with a combination of the purchaser account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand, and agree that if your private key or password is lost or stolen, the obtained WOOP associated with your Binance Smart Chain Wallet address may be unrecoverable and permanently lost. Furthermore, any third party that gains access to your private key, including by gaining access to the login credentials related to your Binance Smart Chain wallet provided by the Company, can misappropriate your WOOP.

13.7 Risk of theft: The Smart Contract System concept, the underlying software application and the software platform (i.e. the Binance Smart Chain public platform or the Company's website application wallet / server or the Company's Platform) may be exposed to attacks by hackers or others, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Any of these successful attacks could result in the theft or loss of Tokens or WOOP, negatively impacting the ability to develop the Company Platform and derive any use or functionality of Woonkly. Furthermore, because the Company Platform is based on open source software and third-party software.

13.8 Risk of mining attacks: As with any token in any wallet (including the Company's website wallet / application server or Company Platform), public platforms, the blockchain used for the Smart Contract System it is susceptible to extraction or any other attack, including but not limited to double-spend attacks, majority extraction attacks, "self-extraction" attacks, and rare-condition attacks. Any successful attack presents a risk to the Smart Contract System, the expected execution and sequencing of token transactions and the expected execution and sequencing of contract calculations.

13.9 Incompatible Wallet Service Risk - The Company will be provided thought their own platform wallet or wallet service used to receive the WOOP is intended to comply with the Binance Smart Chain token standard to be technically WOOP compliant. There is a possibility that a software update to the Company's portfolio / server could cause a failure to ensure such compliance and may result in the purchaser not gaining access to their WOOP.

13.10 Risk of uninsured losses: Unlike bank accounts or accounts at other financial institutions, Woonkly or the WOOP does not carry insurance unless you obtain private insurance specifically to insure them yourself. Therefore, in the event of loss or loss of value of utilities, there is no public insurer or private insurance arranged by us to offer you a remedy.

13.11 Tax risks: the tax characterization of the WOOP is uncertain. You should seek your own tax advice in relation to the acquisition, storage, transfer and use of WOOP, which may have adverse tax consequences for you, including but not limited to withholding tax, transfer tax, value added tax, income taxes and similar taxes, levies, fees or other charges and tax reporting requirements in any applicable jurisdiction.

13.12 Risk of dissolution of the Company or the network: It is possible that due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of BNB (or other crypto and fiat currencies), the usefulness of the WOOP may decrease due to negative adoption of the Company's Platform, failure of business relationships, or intellectual property challenges, or lack of funding or any other reason that causes the Company or the company in question in clauses of these T&C are not viable as a business or do a voluntary/involuntary liquidation or enter into bankruptcy or bankruptcy protection, or simply the Company may no longer be viable to operate and the company's platform may be dissolved.

13.13 Risks arising from lack of governance rights: because the WOOP does not confer governance rights of any kind with respect to the Company or the Company Platform, all decisions involving the Company Platform or the Company will be taken acting at its sole and absolute discretion, including, but not limited to: decisions to discontinue the Company's Platform, or sell or liquidate the Company. These decisions could negatively affect the Company Platform and / or WOOP owners.

13.14 Competing Platforms Risk: Alternative platforms may be established that use the same open source code and / or third party software (i.e. wallet / server) used by the Company and / or protocol underlying the Company Platform and attempt to facilitate services that are materially similar to services offered by or within the Company Platform. The Company Platform may compete with these alternatives, which could adversely affect the Company Platform and SCRHT, including the usefulness of WOOP to obtain services offered by or within the Company Platform.

13.15 Unforeseen risks: Cryptographic tokens like the WOOP are a new technology and not yet proven or not yet sufficiently proven. In addition to the risks set forth in these clauses, there are other risks associated with your acquisition, storage, transfer, and use of the WOOP, including those that the Company cannot anticipate or lose. Such risks can materialize further as unforeseen variations or comb.

14. SECURITY

14.1 You are responsible for implementing all reasonable and appropriate measures to secure the Wallet, safe or other storage mechanism that you use to interact with the services of the Company and to receive and store WOOP issued to you by the Smart Contract System, including keys Required private (s), passwords, two or three factor authentication, or other credentials required to access such storage mechanisms. If your private keys or other access credentials are lost, you may lose access to your WOOP. The company will not be responsible for any security measures related to its receipt, possession, storage.

15. INTELLECTUAL PROPERTY

15.1 The « Intellectual property rights of the company» means in relation to the company, WOOP, the token exchange, swap, pool, stake, the company platform and the company website, the company's future Smartphone applications, all rights to: (i) patents, inventions, designs, copyright and related rights, database rights, knowledge and confidential information, trademarks and related goodwill, trade names, logos (whether registered or not) and rights to request registration; (ii) all other rights of a similar nature or that have an equivalent effect anywhere in the world that currently exist or will be recognized in the future; and (iii) all applications, extensions and renewals in relation to said rights.

15.2 Except for what is expressly established in these T&C, you have no right, for any purpose, in relation to any intellectual property rights of the company. At all times we will retain ownership, including all rights, title and interest in the Company's Intellectual Property Rights and you understand and agree that when making a purchase WOOP in accordance with these T&C you must not:

15.2.1 Acquire or have the right to intellectual property rights of the company.

15.2.2 Use, attempt to use, imitate, or modify (in whole or in part) the Company´s Intellectual Property Rights, except with our prior written and signed consent.

16. COMPENSATION

16.1 To the fullest extent permitted by law, you will indemnify, defend and hold harmless the Company and our respective employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, parent companies, subsidiaries, past , present and future. , affiliates, agents, representatives, predecessors, successors and assigns (the "Company Companies") of and against any and all claims, demands, actions, damages, losses, costs and expenses (including reasonable professional and legal fees ) arising from or related to:

16.1.1 Your acquisition or use of WOOP under these T&C.

16.1.2 The performance or breach of their responsibilities or obligations under these T&C.

16.1.3 Your breach of any of the terms and conditions established in these T&C

16.1.4 Your breach of any right of any other person or entity.

16.1.5 The company reserves the right to exercise exclusive control over the defense, at its own cost and expense, of any claim subject to compensation established in clause 16.1.

16.1.6 The compensation established in this clause 15 is additional and does not replace any other remedy that may be available to the Company under applicable law.

17. LIMITATION OF LIABILITY

17.1 To the fullest extent permitted by law, in no case shall you:

17.1.1 Restitution or any other legal or equitable basis (even if the Company or any of the Company's Parties have been informed of the possibility of such losses and regardless of whether such losses were foreseeable);

17.1.2 The responsibility of the Company and the Company's Parties (jointly), exceed the amount of the minimum of 100 euros on your purchase, whether by contract, crime (including negligence), breach of legal duty, restitution or any other legal or equitable basis, arising out of or related to these T&C or the use or inability to use WOOP.

17.2 The limitations and exclusions of liability established in clause 16.1 shall not limit or exclude liability for gross negligence, fraud or misconduct, wilful or reckless of the Company, nor shall they limit or exclude losses for which, under the law, it would be illegal, limit or exclude liability.

18. TAXATION

18.1 You are solely responsible for determining whether your purchase of WOOP of the Company for the purpose described in these T&C, ownership, use, sale, transfer of WOOP, the possible appreciation or depreciation in value of WOOP (if applicable), the assignment of WOOP and / or any other action or transaction contemplated by these T&C or related to the Company's Platform will give rise to any tax implications on your part. You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting each tax to the corresponding tax authorities in said jurisdiction (s) where you may be responsible for paying taxes.

19. DATA PROTECTION

19.1 We will not disclose your Personal Data to third parties except as expressly stipulated in these T&C and otherwise only with your prior consent. However, we may be required to disclose your Personal Data and/or certain other information about you to the extent required by law or by an order of a competent court or governmental or regulatory authority.

19.2 We will process your Personal Data in accordance with the General Data Protection Regulation (EU) 2016/679 and its possible modifications and you accept that, as a data controller, we may process your Personal Data directly or through our service providers or agents or subcontractors according to the Privacy Policy.

19.3 As a data subject, you have the following rights, considering the relevant conditions stipulated in applicable data protection related legal acts:

19.3.1 Right to correct any inaccurate Personal Data; 19.3.2 Right to access the Personal Data;

19.3.3 Right to submit a claim with a relevant data protection supervisory authority or a court when you believe that your;

19.3.4 Right to restrict the processing of Personal Data;

19.3.5 Right to ask Personal Data to be erased;

19.3.6 Right to data portability;

19.3.7 Right to withdraw consent at any time (where Personal Data is being processed based on consent) without this affecting the lawfulness of processing based on consent before it´s withdrawal.

19.4 If you exercise any of your rights as a data subject, then you should submit a request to the company, using the contact details given in clause 1.3.

19.5 You acknowledge, accept, and understand that these T&C, insofar as they relate to the control and processing of your Personal Data by the Company, our agents and/or service providers, are only relevant to the processing of your Personal Data for the purposes established in these T&C´s and in our Privacy Policy. To access the Company Platform and provide or receive services on it or otherwise use and interact with the Company Platform, you must accept the Platform Terms which will also establish the terms and conditions under which your Personal Data Will be collected, stored and processed in relation to your use of the Company Platform.

20. DISPUTE RESOLUTION, APPLICABLE LAW AND JURISDICTION

20.1 These Terms have been drawn up in accordance with the laws of the Republic of Estonia and the application, interpretation, and termination shall be governed by the laws of the Republic of Estonia.

20.2 Any disputes regarding the Services and/or in connection with these Terms shall be settled through negotiations. If the Parties fail to resolve the dispute through negotiation, the disputes shall be settled by Harju Maakohus (Harju County Court), pursuant to the procedure provided by the law of the Republic of Estonia.

21. MISCELLANEOUS

21.1 We may modify these T&C when we deem appropriate, including when there are changes to the intended functionality of the WOOP or as required by laws or regulatory requirements to which we are subject or any other change to any clause or content of these T&C at our discretion exclusive to the Company without prior notice. If we make any changes to these T&C, we may post a notice in our sole discretion along with the updated T&C on our website and we will change the "Last Updated" date at the top of these T&C. Any changes to the terms and conditions will take effect immediately after the updated terms and conditions are posted on our website.

21.2 The user understands and accepts that the network of miners will ultimately control the Smart Contract System and that the majority of these miners could agree at any time to make changes to the official Smart Contract System and execute a new version of the Smart Contract System. Such a scenario could lead WOOP or Woonkly to lose intrinsic value.

21.3 If any term, clause or provision of these T&C is determined to be illegal, void or unenforceable (in whole or in part), then such term, clause or provision will be separable from these T&C without affecting the validity or enforceability of any part of the remainder of that term, clause or provision, or any other term, clause or provision of these T&C, which will remain in full force and effect. By accepting these T&C or by getting any WOOP, you agree that any term, clause or provision of these Terms and conditions deemed illegal, void or unenforceable will be replaced by a new legal, valid or enforceable term, clause or provision of these terms and conditions with the same original meaning or intent.

21.4 Nothing in these T&C shall be deemed to create a form of partnership, joint venture or any other similar relationship between you and the Company and / or other persons or entities involved in these T&C.

21.5 Subject to clause 19, these T&C and any dispute or claim arising out of or in relation to its matter or formation (including contractual or non-contractual disputes and claims) will be governed and interpreted in accordance with Estonian law.

21.6 The Parties irrevocably agree that the courts of Tallinn, Estonia will have exclusive jurisdiction to resolve any dispute or claim arising out of these T&C or their matter or formation (including contractual or non-contractual disputes and claims).

21.7 The content and opinions expressed through unofficial channels that are not the exclusive property of Woonkly OÜ, also known as "Woonkly" (for example, among others, the YouTube channel called "Mr. Santos" https://youtube.com/channel/UCo3hRG_jF6lAVzOUh_UM5Sg or others of the same individual owner, such as https://www.instagram.com/mrsantoscoach/ , https://m.facebook.com/mrsantoscoach/ etc.) are the sole and exclusive opinion and responsibility of the author or owner, and may differ from those of Woonkly OÜ and, therefore, no liability of any kind is attributable to Woonkly OÜ.