Token Sale Terms & Conditions

THESE TERMS ARE NOT AVAILABLE FOR U.S. PERSONS AND ARE ONLY AVAILABLE FOR PERSONS ENTERING INTO THESE TERMS OUTSIDE OF THE UNITED STATES. THE TOKENS HAVE NOT BEEN REGISTERED WITH ANY U.S. OR OTHER AUTHORITY AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES.

Updated on: 2024-10-15

Only for non-U.S. persons outside of the United States

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY, INCLUDING WITHOUT LIMITATION THE RISK DISCLOSURES ATTACHED HERETO AS SCHEDULE 1 ATTACHED HERETO. NOTE THAT SECTION 16 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of $WLFI Tokens (collectively, “$WLFI” or “Tokens”) from World Liberty Financial, Inc. a Delaware nonstock corporation (“WLF”, “Company,” “we,” or “us”) during the Token sale (the “Token Sale”) period (the “Sale Period”) is subject to these Terms of Sale (U.S. Persons) (“Terms”). These Terms are a legal contract between you and the Company that govern your purchase of the Tokens. Each of you and the Company is a “Party,” and together the “Parties.”

By purchasing Tokens from us and/or using $WLFI to participate in the WLF Governance Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference.

1. Purpose and Use of Tokens

Use for Governance Only. The sole utility of holding $WLFI is governance, and not for any investment. As a Token holder, you'll have the power to propose and vote on proposals that will help to shape the future of the World Liberty Financial Protocol (the “WLF Protocol”). This includes decisions on marketing initiatives, future functionality, and more, as described further in the World Liberty Financial Gold Paper (the “Gold Paper”). $WLFI will be functional for its stated utility as governance tokens at time of the Token Sale.

No Economic Rights. The Tokens do not confer any rights, express or implied, other than the right to use the Token as a means to participate in governance of the WLF Protocol through the WLF Governance Platform. In particular, you understand and accept that the Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive any distribution, revenue share, additional tokens, intellectual property rights or any other form of participation in or relating to the WLF Protocol, and/or the Company and its corporate affiliates, other than rights to use for governance relating to the WLF Protocol, subject to limitations and conditions in these Terms and applicable WLF Protocol Terms and Policies (as defined below).

Non-Transferable. All $WLFI will be non-transferable and locked indefinitely in a wallet or smart contract. You should think of your purchase of Tokens like other non-refundable purchases of goods and services and accept the risk that once you've paid the purchase price, your interest in the Token may decline and you have no expectation of resale of the Token. Any purported transfer in violations of transfer restrictions will be null and void by the Company, and the Company reserves the right to take action against any purported transfers. If transferability of $WLFI is sought to be unlocked in the future through protocol governance procedures, such unlock would only be permitted if determined not to contravene applicable law, which in any case would be more than 12 months after completion of the Token Sale. You should assume that the Tokens are non-transferable indefinitely. As the Tokens are non-transferable, the Company has not taken any action to, and has no plans to, create a secondary market for the Tokens.

The $WLFI Token and WLF Governance Platform are distinct from WLF Protocol. The Token does not provide any economic or other rights with respect to the WLF Protocol or otherwise. As a result, you will not have any rights to any fees generated by the WLF Protocol or earned by the Company. You should not purchase the Tokens with an expectation of Tokens increasing (or not decreasing) in value as a result of any future functionality or the success or failure of the WLF Protocol. You are not required to be a Token holder to use the WLF Protocol, but only Token holders can participate in the WLF Governance Platform. Use of the WLF Protocol is subject to terms of use of the WLF Protocol and include other disclosures relevant to users of the WLF Protocol.

The Tokens are not intended to be a digital currency, security, derivative, transferable crypto asset or any other kind of financial instrument, but you should be aware that the application of legacy financial and other regulation to new technology like the Tokens is uncertain and carries risk. The Tokens cannot be transferred or sold in exchange for money or other assets (including crypto assets) and cannot be used to acquire goods or services from any party.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase and use of Tokens. The use of Tokens in connection with the WLF Protocol will be governed by the WLF Protocol Terms of Use, Privacy Policy, Anti-Money Laundering Policies, and other applicable terms and policies available at worldlibertyfinancial.com (collectively, the “WLF Protocol Terms and Policies”). Any additional WLF Protocol Terms and Policies we promulgate will be available at worldlibertyfinancial.com. We may add terms or policies to the WLF Protocol Terms and Policies at our sole discretion and may update each of the WLF Protocol Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the WLF Protocol Terms and Policies shall control with respect to any issues relating to the use of Tokens in connection with the WLF Protocol.

3. Eligibility

Eligibility Requirements. In order to be eligible to participate in the Token Sale, you must provide all information as required by the Company or its agents as part of its screening process to seek to ensure that (i) no specially designated nationals or other persons sanctioned by FinCen are permitted to purchase $WLFI, and (ii) only eligible persons can participate in the Token Sale. In addition, although $WLFI tokens are not intended to be securities, the Company has decided to offer and sell the Tokens in a manner which seeks to comply with the safe harbor conditions provided by Rule 506(c) under the Securities Act even if Tokens were to be deemed securities, and so is requiring that U.S. participants who have been reasonably verified as “accredited investors” as defined under Regulation D, and undertaking KYC procedures. We have engaged third party service providers to collect and verify information on our behalf, who may also require you to accept their terms and conditions or privacy policy agreements.

Technical Requirements. In order to be eligible to purchase the Tokens and receive any purchased Tokens, you must also control a software application or hardware device that securely manages your public and private keys related to a blockchain address (a “Wallet”) that supports ERC native tokens on the Ethereum Mainnet and provide the public key for your Wallet (the “Token Receipt Address”) if requested. We reserve the right to prescribe additional guidance regarding specific requirements with respect to a storage mechanism for the Tokens. You must have the ability to send ETH, WETH, USDC or USDT to the address that we provide (the “Token Deposit Address”).

We are not responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or any other issues arising from your failing to provide a Token Receipt Address or providing an inaccurate or incomplete Token Receipt Address.

The Company prohibits any and all sales to users domiciled or located in a country or territory it deems as restricted from any Token sale activities or are subject to other regulatory requirements, including but not limited to Afghanistan, Congo-Brazzaville, Congo-Kinshasa, Cuba, Iran, Iraq, Libya, North Korea, Syria and Tajikistan. The Company may cancel any sales to users domiciled or located in any such country and may seek to block such users from accessing the Token sale page.

4. Cancellation; Refusal of Purchase Requests

No Refund. Your purchase of Tokens from us is final, and there are no refunds or cancellations except as may be required by applicable law.

WLF Right to Cancel Purchases. If required or applicable, the ETH, WETH, USDC, USDT, or other cryptocurrency sent by you to purchase Tokens may be returned and the purchase and sale of the Tokens may be considered void and rescinded without further recourse against the Company. We reserve the right to refuse or cancel Token purchase requests at any time at our sole and absolute discretion and to stop the Token Sale entirely for any reason, or no reason. To the extent that we refuse or reject a payment, we will exercise reasonable endeavors to secure that the payment is returned to the Wallet from which it was made to the extent permitted by applicable law. However, we do not warrant, represent, or offer any assurances that we will be able to successfully recover and/or return such payments, and, in any event, you accept that any return of your payment will be net of any fees applied at the time the payment is made and thereafter until returned (if so returned).

5. Sale Procedures and Specifications

Quantity of Tokens: The Company has generated 100 billion $WLFI as native tokens on the Ethereum blockchain for use with the WLF Protocol, of which approximately 35% is expected to be available for purchase during the Sale Period.

Voting Ownership Limitation. All $WLFI will have equal voting power within the WLF Protocol, but no persons may vote in excess of 5% of the outstanding votable Token supply regardless of the number of $WLFI held. Accordingly, you and your affiliated persons should not seek to acquire more than 5% of the outstanding votable Token supply. Because some Tokens will be held in treasury and are non-votable, and founding team Tokens are also subject to the 5% token voting limitation, the Company anticipates the votable Token supply upon completion of the Token Sale will be less than the total Token supply, though this number is subject to change.

Use of Token Sale Proceeds. The net proceeds of the Token Sale will be paid to developer and service providers to the Company, after deducting a portion to initially be held by the treasury to address initial and ongoing WLF Protocol expenses. The use of these net proceeds in the treasury will be at the discretion of the Company, and may include compensating employees and contractors, and for other internal purposes in connection with the deployment and the development of the WLF Protocol, supply of liquidity to the WLF Protocol, or purposes deemed necessary by the Company for the operation of the WLF Protocol.

$WLFI Price. During the Sale Period, one $WLFI token can be purchased at the $USD price set for the Token. All payments shall be made in ETH, WETH, USDC, or USDT. If purchases are made in ETH or WETH, the Company will specify the appropriate amount of ETH to be transferred, based on the approximate exchange rate between ETH or WETH and USD at the time of purchase, from reputable exchange sources. The Token Sale page will reflect a sale price for the Token based on that smart contract; however, we make no guarantees or representation that sale price listed on the Token Sale page accurately reflects the current programmatically determined price. The Company intends to initially sell all the Tokens in the Token Sale at a single price, but reserves the right to change the Token Sale price at any time. As a result, if you participate in the Token Sale, subsequent purchasers could purchase the token at a higher or lower price, and there will be no refunds.

Procedures for Purchasing $WLFI. In order to purchase $WLFI during the Sale Period, and to receive the $WLFI you purchase, you must have a third party Wallet that supports ERC native tokens on the Ethereum Mainnet. The Company reserves the right to prescribe additional wallet requirements.

Prior to the commencement of the Sale Period, where Token purchasers can register and complete the know-your customer (“KYC”), anti-money laundering (“AML”), and other verification requirements. The registration process may require the purchaser to supply their Token Receipt Address. Once the Sale Period has commenced a Token Deposit Address will be supplied by the Company. The Token Deposit Address may be a common use address or individualized for each purchaser.

To initiate a purchase of $WLFI during the Sale Period, you must send an amount of ETH, WETH, USDC, USDT, or other cryptocurrency to the Token Deposit Address specified to you after you agree to these Terms through the acceptance process described on our website. ETH, WETH, USDC, USDT, or other cryptocurrency must be sent to the correctly advertised Token Deposit Address. We are not responsible for any purchase attempts of $WLFI tokens that revert or are not completed or fail to be written to the Ethereum Mainnet. $WLFI Tokens will be distributed upon purchase and usable for governance upon completion of the Sale Period.

The Token claim process may automatically deliver the corresponding amount of $WLFI to either (i) the Wallet address from which the ETH, WETH, USDC, USDT, or other cryptocurrency was sent, or (ii) your registered Token Receipt Address, provided that such wallet has been verified. Sending ETH, WETH, USDC, USDT, or other cryptocurrency to any other address may result in loss of ETH, WETH, USDC, USDT, or other cryptocurrency.

6. Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing, holding and using Tokens, including, without limitation, these disclosed and explained in the Risk Disclosures set forth in Schedule 1 attached hereto.

BY ACCEPTING THESE TERMS AND PURCHASING TOKENS, YOU EXPRESSLY AND FINALLY ACKNOWLEDGE, ACCEPT AND ASSUME ALL OF THE RISKS SET FORTH IN SCHEDULE 1 ATTACHED HERETO. ALL RISK OF LOSS TRANSFERS TO YOU UPON PURCHASE OF THE TOKENS.

7. Security

You are responsible for implementing reasonable measures for securing the Wallet, Ethereum Mainnet externally owned account, ledger, hardware device, vault or other storage mechanisms you use to receive and hold Tokens you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. If your private key is compromised, you may lose access to your Tokens. Even if we refer you to third-party wallet solutions, we are not responsible for the adequacy of their services or software, or for any such losses. You will implement reasonable and appropriate measures designed to secure access to (i) any device connected with the email address associated with your account, (ii) private keys required to access any relevant Ethereum address or your Tokens and (iii) your username, password and any other login or identifying credentials, including those used by $WLFI service providers.

8. Personal Information

We may determine, at our sole discretion, that it is necessary to obtain certain information about you required to maintain compliance with any federal, state, local, domestic or foreign law, regulation or policy, including any KYC or AML requirements and policies, in connection with selling Tokens to you. You agree to provide us, or our nominee, such information promptly upon request, and you acknowledge that we may refuse to sell Tokens to you until you provide such requested information and we have determined that it is permissible to sell you Tokens under applicable law or regulation.

We may use aggregate statistical information about your activity, including your activity on the Company Site and logins to various websites, for marketing or any other purpose at our sole discretion, in accordance with our Privacy Policy or any other WLF Protocol Terms and Policies. We may use your internet protocol address to verify your purchase of Tokens. However, we will not release your personally-identifying information to any third party without your consent, except as not prohibited by law or as set forth in these Terms, our Privacy Policy or any other WLF Protocol Terms and Policies, all of which you have agreed to by consenting to these Terms and purchasing the Tokens and/or using $WLFI to participate in the WLF Governance Platform.

9. Taxes

The Purchase Price that you pay for Tokens is exclusive of all applicable taxes. You are solely responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting or remitting any sales, use, value added or similar tax arising from your purchase of Tokens. You agree not to hold the Company or any WLF Protocol Parties (as defined below in Section 11) liable for any tax liability associated with or arising from the creation, ownership, use or liquidation of Tokens, or any other action or transaction related to the WLF Protocol.

10. Representations and Warranties

By purchasing Tokens, you represent and warrant that:

1. Legal Competency. If you are a natural person, you are over the age of 18 (or if higher, you are over the age of majority in your country of residence, and you are legally able to own or use the Token);
2. Due Authorization. If you are purchasing Tokens on behalf of a legal entity, you are authorized to accept these Terms on such entity's behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);
3. Acknowledgment of Terms and Risks. You have read and understand these Terms, the Risk Disclosures, Gold Paper and the other available WLF Protocol Terms and Policies and understand the risks, responsibilities and implications of purchasing the Tokens;
4. Non-Sanctioned Person. You are not (i) a citizen or resident of a geographic area in which your purchase of the Tokens or use of the Tokens for governance functionality is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on BIS's Denied Persons, Unverified, or Entity Lists, or OFAC's List of Specially Designated Nationals, Foreign Sanctions Evaders, or List of Consolidated Sanctions, or DDTC's Debarred Parties List;
5. Acquiring Only for Participation in Governance. You are not purchasing Tokens for any investment, speculative, or other financial purposes and you understand that the sole utility of the Tokens is to participate in governance. You are agreeing to participate in governance, and you understand that it is your responsibility to participate;
6. Non-U.S. Persons Only. You are: (i) not a U.S. Person as defined in Rule 902(k) of Regulation S under the U.S. Securities Act of 1933, as amended (“Securities Act”), and (ii) not accessing or seeking to access this site from the United States. At the time of your purchase of Tokens you were physically outside of the United States and the Tokens were not offered to you in the United States, and you are not acquiring the Tokens for the account or benefit of any U.S. Person; as of the date of your purchase of Tokens, you have no present plan or intention to sell the Tokens in the United States; and you have not entered into, and you do not have the intention of entering into, and will not enter into any option, equity swap, or other similar derivative instrument in the United States with respect to the Tokens at any time until the end of a period of one year from the later of the commencement date and the closing date of the offering of the Tokens.
7. Notice to UK and EU Residents. You acknowledge that you are purchasing the Tokens exclusively at your own initiative and that neither the Company nor any other person has advertised, promoted or otherwise solicited the purchase of the Tokens in any way. No action has been taken or will be taken to make an offer of the Tokens or to solicit investment from any person in the United Kingdom or European Union. If you are in the United Kingdom, you understand that this information is only intended to be available to qualified investors (i) who have professional experience in matters relating to investments who fall within the definition of “investment professional” in article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in article 49(2) of the order i.e. broadly, companies with called up share capital or net assets of £5 million or more and trustees of trusts with gross assets of £10 million or more, or (iii) persons not located in the UK, and (iv) other persons to whom it may otherwise lawfully be communicated in accordance with the order; and to whom this communication may otherwise lawfully be made (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such relevant persons. This communication must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Persons of any other description in the United Kingdom are not permitted to receive and should not act or rely on this communication. You understand that the Company is not licensed in the United Kingdom or European Union to carry on any investment related activities and no prospectus or white paper has been registered with any regulatory authority in the United Kingdom or European Union, or elsewhere, in relation to the tokens. Purchase of the Tokens is not covered any investor compensation or complaints scheme. The Company has not considered the suitability or appropriateness of any purchase you make of tokens. If you are unsure about any aspect of the Tokens or any information provided, you should consult your financial or other professional adviser, including as to whether you are subject to any local laws or regulations that prohibit or restrict your right to access the WLF Protocol and/or make a purchase of the Tokens. No purchase of the Tokens will be permitted by the Company in any jurisdiction where this would contravene applicable local law.
8. Sole Control of Wallet. The Wallet address you supplied during the know-your-customer process is controlled by you and you alone;
9. Sufficient Understanding. You have such knowledge and experience in blockchain technology, cryptographic tokens, token storage mechanisms (such as token wallets), and distributed ledger technology and financial and business matters that you can be presumed capable of evaluating the merits and risks of acquiring and using the Tokens to participate in governance of the WLF Protocol. In evaluating the merits and risks of purchasing and using the Tokens, you have and will rely upon the advice of your own technical advisors, legal counsel, tax advisors, and/or other advisors;
10. Adequate Information and Non-Reliance. You have obtained sufficient information about the Tokens to make an informed decision to purchase and use the Tokens and ask any questions, and you have not relied on any representations or warranties made by, or information provided by, the Company, WLF Protocol Parties, or any party outside of these Terms and the other WLF Protocol Terms and Policies, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or any white paper;
11. Acknowledgement of Compensation to Company Advisors and Service Providers. You understand that the Company has compensated persons to promote awareness of World Liberty Financial or the Token Sale and provide development and other services, but you are not relying on any information provided by any such person in making a decision to purchase the Tokens. DT Marks DeFi, LLC and its affiliates, including Donald J. Trump have received a fixed grant of 22,500,000,000 $WLFI tokens and are entitled to 75% of net protocol revenues as defined in a services agreement to include revenue to World Liberty Financial from any sources, after deduction of agreed reserves, agreed expenses and other amounts. Certain other WLF directors and officers, advisors, promoters and service providers and their affiliates are entitled to receive a fixed grant of 7,500,000,000 Tokens as well as the right to receive 25% of net protocol revenues from WLF Protocol.
12. Tokens are Non-Transferable. You have read and understand the restrictions and limitations set forth in these Terms that will be imposed on the Tokens, including that the Tokens are non-transferable and that they may never become transferable. You understand with regard to Tokens, that any purported transfer in violations of transfer restrictions will be null and void. You understand that even if Tokens become transferable, no market liquidity may be guaranteed and that the value of Tokens over time may experience extreme volatility or depreciate in full. You are aware that the Tokens may be of no practical value and that the Tokens are non-marketable, non-transferable, and may be illiquid, possibly without return, and at substantial risk of loss. You are financially capable of bearing a total loss of the Tokens.
13. Acquiring for Own Use. You are acquiring the Tokens for your own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and you have no present intention of selling, granting any participation in, or otherwise distributing the same or any part thereof. You further represent that you do not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to these Terms or the Tokens. If you are acquiring the Tokens on behalf of an entity, the entity has not been formed for the specific purpose of acquiring the Tokens;
14. No Registration with Any Authority. You acknowledge that (i) the Tokens have not been registered under the Securities Act or any state or foreign law securities laws, and that the Company has no plans to register the Tokens under any such laws, (ii) there is substantial uncertainty as to the application of securities, financial, tax and other laws to new technologies, including blockchain technology and tokens, and that the interpretation of existing laws or new laws may affect the regulatory status of the Tokens, the offer or sale of the Tokens, and the use of the Token, (iii) the Company does not consider Tokens to be securities, but in light of regulatory uncertainty, the Company has decided to limit offers and sales of Tokens outside of the United States to non-US persons only in accordance with Regulation S. The Tokens are non-transferable but you should assume that even if Tokens were transferable, the tokens cannot be resold (and you cannot create or maintain any derivative position equivalent thereto or engage in hedging transactions including any option, swap or other derivative transaction regarding the Token) in or outside of the United States or to or for the benefit of a U.S. person or any other person earlier than 12 months after purchase absent registration under the Securities Act or an exemption from such registration and agree to comply with any such restrictions;
15. No Unauthorized Use. You agree not to allow anyone to use your Wallet or share your credentials with any other person for the purpose of facilitating their unauthorized access to the Token Sale. If you do share your credentials with anyone, we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Token Sale through the use of your credentials. We reserve the right to suspend or block your access to the Token Sale upon suspicion of any unauthorized access or use, or any attempted access or use, by anyone associated with your credentials;
16. Responsibility for Compliance with Applicable Law. The Tokens are not intended to be offered and sold or used in any jurisdiction where not permitted by applicable law. You represent that your purchase of Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to; (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Tokens and entering into contracts with us and to receive software and participate in the use of the WLF Protocol, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. You understand that you bear the sole responsibility to determine whether your purchase, ownership or use of the Tokens and the WLF Governance Platform, change in value of the Tokens, the sale and purchase of the Tokens and/or any other action or transaction related to the Tokens and WLF Governance Platform may have legal, including tax, implications;
17. Responsibility for Complying with Tax Obligations. You will comply with any applicable tax obligations in your jurisdiction that may be relevant to your purchase, holding, use, sale, or transfer of the Tokens; further, by obtaining, holding or using the Tokens, and to the extent permitted by law, you agree not to hold any third party (e.g., developers, auditors, contractors, or founders) liable for any legal, including tax, liability associated with or arising from the ownership or use of the Tokens or any other action or transaction related to the WLF Protocol;
18. Class Action Waiver. You waive the right to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the creation of the Tokens, as discussed more fully in Section 16;
19. No Rights Other than Governance. You understand that the purchase of Tokens does not involve the purchase of shares, security, or any equivalent in the Company or any existing or future public or private company, corporation or other entity in any jurisdiction;
20. No Resale. You understand that you have no right against any other party to request any refund of contributions submitted for the purchase of Tokens under any circumstance;
21. Agreement to Provide Information. You agree to promptly provide to the Company or its nominee, upon request, proof of identity and/or source of funds and/or other documentation or other information that the Company may request from time to time in connection with the Company’s obligations under, and compliance with, applicable laws and regulations, including but not limited to KYC and AML legislation, regulations or guidance, anti-terrorism laws, rules and regulations and or any similar laws and regulations of any applicable jurisdiction and/or tax information reporting or withholding legislation, regulations or guidance;
22. Disclosure of Information. You understand and acknowledge that the Company may be required to, or may voluntarily, report any action that the Company suspects or has reason to suspect is unusual or indicative of criminal behavior or any failure to comply with the information requests. You further understand and acknowledge that the Company may disclose the information regarding you, and if applicable, your directors, employees or agents and its direct and indirect beneficial owners to governmental authorities, self-regulatory organizations and financial institutions, in certain circumstances without notifying you that the information has been so provided;
23. Voluntary Provision of Information. You understand and agree that, even if the Company is not obligated to comply with any U.S. KYC and AML requirements, the Company may nevertheless choose to voluntarily comply with such requirements as the Company deems appropriate in its sole discretion. You agree to cooperate with the Company as may be required in the reasonable view of the Company in connection with such compliance.

11. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, promoters, endorsers, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “WLF Protocol Parties”) from and against all actual and threatened claims, lawsuits, demands, actions, investigations (whether formal or informal), liabilities, obligations, judgments, damages, penalties, interests, fees, losses, expenses (including attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether claimed by WLF Protocol Parties or third parties including governmental authorities, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively “Claims”) arising from or relating to (i) your acquisition or use of Tokens, (ii) the performance or non-performance of your responsibilities or obligations under these Terms and other WLF Protocol Terms and Policies, (iii) your breach or violation of these Terms and other WLF Protocol Terms and Policies, (iv) any inaccuracy in any representation or warranty made by you, (v) your violation of any rights (including, but not limited to, intellectual property rights) of any other person or entity or (vi) any act or omission of yours that is negligent, unlawful, or constitutes willful misconduct. This foregoing indemnity is in addition to, and not in lieu of, any other remedies that may be available to the WLF Protocol Parties under applicable law. The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.

12. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS RELATING TO THE TOKENS (WHETHER EXPRESS OR IMPLIED), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE; (B) WE DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT, ERROR-FREE, OR DEFECT-FREE, MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

NO REGULATORY AUTHORITY HAS EXAMINED OR APPROVED ANY OF THE INFORMATION SET FORTH IN THESE TERMS OR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY. NO SUCH ACTION HAS BEEN OR WILL BE TAKEN UNDER THE LAWS, REGULATORY REQUIREMENTS, OR RULES OF ANY JURISDICTION.

NEITHER THESE TERMS NOR ANY RELATED DOCUMENTATION OR COMMUNICATION BY THE COMPANY CONSTITUTES A PROSPECTUS OR OFFERING DOCUMENT AND IS NEITHER AN OFFER TO SELL NOR THE SOLICITATION OF AN OFFER TO BUY ANY INVESTMENT OR FINANCIAL INSTRUMENT IN ANY JURISDICTION.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section may not apply to you.

13. Conditions to Token Delivery

In connection with, as a condition to, and prior to delivery of Tokens to you:

• You will execute and deliver to the Company any and all other transaction documents related to these Terms and the delivery of the Tokens, as are reasonably requested by the Company, including documentation to verify the Purchaser's status as a non-U.S. person;
• You will complete and deliver any and all AML and KYC forms meaning any and all forms, documents, processes and procedures, including, for the avoidance of doubt, any electronic verification system or process, which the Company determines are reasonably necessary for the Seller to comply with applicable money laundering laws requested by the Company from time to time, including after the date of the Token Sale; and
• You shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the Company may reasonably request in order to carry out the intent and accomplish the restrictions in this Section and/or as shall be requested to comply with then applicable laws and regulations and/or as requested by a digital asset exchange, if applicable, in connection with the listing of the Token.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE PLATFORM PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR DATA, LOSS OR DEPLETION OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CONTRACT, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, OR THE LIKE) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE AND PURCHASE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS OR OTHER PLATFORM TERMS AND POLICIES, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE PLATFORM PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS.

THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section may not apply to you.

15. Release

To the fullest extent permitted by applicable law, you release the Company and the other WLF Protocol Parties from responsibility, liability, claims, losses, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and the acts or omissions of third parties.

16. Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company's respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company's respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to you shall be by email to the then-current email address registered with the Company. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.

Arbitration Process. You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the American Arbitration Association Rules. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" subsection of these Terms as to the types and amounts of damages for which a party may be held liable. The prevailing party will be entitled to an award of their reasonable attorney's fees and costs. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

17. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the State of Delaware. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

18. Severability

If any term, clause, or provision of these Terms is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms, but the rest of these Terms will remain in full force and effect.

19. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase and use of Tokens from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

SCHEDULE 1 - RISK DISCLOSURES

You should read each of these Risk Disclosures carefully before deciding to purchase or use the Tokens.

Risks Related to $WLFI Tokens

1. Risk of Losing Access to $WLFI Due to Wallet Incompatibility: A valid Ethereum address from an ERC native token compatible wallet is required to receive your $WLFI. Non-compatible wallet addresses will not be accepted. In addition, the Ethereum address used must not be associated with a third-party exchange or service that has custody over the private key. You must own the private key if your address is an exchange address.
2. Risks Associated with the Ethereum Blockchain: $WLFI operates on the Ethereum blockchain. As such, any malfunction, unintended function, unexpected functioning of or attack on the Ethereum blockchain may cause the WLF Protocol or $WLFI to malfunction or function in an unexpected or unintended manner. Ethereum may be the target of malicious attacks seeking to identify and exploit weaknesses in the software, which may result in the loss or theft of $WLFI. For example, if $WLFI or Ethereum are subject to unknown and/or known security attacks (such as double-spend attacks, 51% attacks, or other malicious attacks), such attacks may materially and adversely affect the WLF Protocol and the utility of the $WLFI.
3. Risks Associated with Purchaser Credentials: Any third party that gains access to or learns of your wallet credentials or private keys may be able to control your $WLFI. To minimize this risk, you should guard against unauthorized access to your electronic devices. Best practices dictate that you safely store private keys in one or more backup locations geographically separated from the working location. In addition, you are responsible for giving us the correct token receipt address to send you your $WLFI. If you give us the incorrect token receipt address to send your $WLFI to, we are not responsible for any loss of $WLFI that may occur.
4. Governance Rights are Subject to Certain Limitations: The Tokens only confer governance rights with respect to certain matters relating to the WLF Protocol and are subject to certain limitations. The Tokens provide no rights of any kind with respect to the governance of the Company itself or its affiliates. The Company is not required to implement any proposal if it determines implementation would require an unreasonable risk of violation of a legal requirement (including contractual obligations) or a security risk as defined in the Company's bylaws, or as defined in any community guidelines or standards that may be adopted by $WLFI holders in the future.
5. The Tokens Provide No Rights other than Governance Rights through the WLF Governance Protocol: The sole functionality of the Tokens is governance of the WLF Protocol, subject to the restrictions described herein. Token holders have no other rights, including no economic or other rights with respect to the WLF Protocol or the Company. Accordingly, you should have no expectation to profit as a result of any proposed or future rights or features of the Tokens, WLF Protocol or the Company, or the success or failure of the Tokens, WLF Protocol, or the Company. You should assume that any economic benefits from the WLF Protocol will accrue to the Company, users of the platform and service providers or others. Your decision to purchase the Tokens should solely be based on the desire to participate in governance of the WLF Protocol regardless of any specific rights or features or the future success or failure of the Tokens, WLF Protocol, the Company, or other expectations.
6. Risk of Insufficient Participation in Governance: Token holder governance requires a minimum quorum of 5% of the total votable Token supply in order for a proposal to be effective. If there are insufficient participants, proposals may not be effective even if enacted. The Token Sale requires no minimum of Tokens to be purchased.
7. Risk of Loss of Interest in Governance Participation: The sole purpose of purchasing the Tokens should be to participate in governance of the WLF Protocol. As with purchases of other goods and services, the interest or value you find in participating in such governance through the Tokens could change or decline over time for a variety of reasons. For example, interest in participation in governance could change if there is limited participation by others in governance, if you decide to engage with alternative platforms or spend your time and energy otherwise, if you disagree with governance decisions on the WLF Governance Platform or otherwise, the WLF Protocol doesn't meet your expectations, or the popularity of the WLF or Donald Trump brand, or termination of service agreements providing rights to be associated with that brand. The WLF Protocol itself may not meet any person's expectations and is subject to a number of risks and uncertainties, but you should not purchase the Tokens based on any expectation that the value you or others may find in participating in governance or the Token itself will increase (or not decrease) over time for any reason. You should think of your purchase of Tokens like other non-refundable purchase of a good or service and accept the risk that once you've paid the purchase price, your interest may decline, and you have no expectation to recover any of the purchase price through resale or otherwise.
8. Risk of Changes to Governance Rights: Governance proposals from Token holders may cause changes to the WLF Protocol governance rights, and the Company is not responsible for any changes in WLF Protocol governance functionality which stem from such changes.
9. If you do not participate in voting, you will not be able to influence decisions related to the WLF Protocol $WLFI are being offered and sold for participation in governance of the WLF Protocol. If you do not participate in governance, you will not be able to influence governance of the WLF Protocol. If you do not plan to participate in governance, you should not purchase the Token.
10. Holders of larger token positions may have ability to exert more influence over governance decisions: All $WLFI will have equal voting power within the WLF Protocol, but no person may vote in excess of 5% of the outstanding votable Token supply regardless of the number of $WLFI held. The Company will limit voting from any wallet to 5% of the total Token supply and, if known to the Company, any wallets which the Company understands to be affiliated will be limited to 5% in the aggregate of the total votable Token supply. Nevertheless, the Company may not be able to determine if wallets are affiliated. Some Token holders may seek to coordinate their votes to effectively increase their voting rights above the 5% threshold. At launch the Company anticipates that there will be several parties which may have 5% of the total Token supply, including WLF directors and officers, advisors, promoters and service providers and their affiliates. The WLF Protocol restrictions on any such efforts to thwart this voting threshold might not necessarily be successful in stopping such coordinated voting efforts.
11. Dependence on Third Parties for Governance Functionality: In order to participate in governance of the WLF Protocol, you must register with or access third parties. In order to participate in discussions around proposals, you must register with the WLF Forum. In order to vote, you must connect your Token wallet to Snapshot. We also may elect to use other third parties in the future for governance functionality. If one or more of these parties becomes unavailable for any other reason, we may need to seek other solutions and your ability to make proposals or vote could be limited for a period of time or indefinitely.
12. Risk of Limitations Imposed by Third Party Custodians on Governance: If you hold your Tokens with a third-party custodian, your ability to vote may be subject to any restrictions imposed through such custodian for proxy voting or otherwise. If you use such a custodian, you are solely responsible for confirming any restrictions and the risk these could change and as a result be unable to use the Tokens to participate in governance. You should not seek to purchase the Tokens if you cannot participate in governance of the WLF Protocol as this is the sole functionality of the Token.
13. Risks and Uncertainty of Classification of Digital Assets: Regulation of tokens (including the Tokens), token offerings, or token purchases, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions, and is subject to significant uncertainty and varying interpretations. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the adoption and utility of the Tokens. The classification of digital assets and transactions involving digital assets has implications for how existing laws apply to those assets and transactions. For example, if the Tokens were deemed securities in the United States, sales and resales of the Tokens and how they may be sold or resold may be subject to transfer restrictions, and other restrictions may apply. It is possible that any such developments could impact the ability to use the Tokens.
14. Risks from Taxation: The tax characterization of $WLFI is uncertain. You must seek your own tax advice in connection with the acquisition, storage, transfer (if applicable), and use of $WLFI, which may result in adverse tax consequences to you, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties, or other charges and tax reporting requirements.
15. "As is" Status of Tokens and Use of WLF Protocol Proceeds: As the WLF Governance Platform has already been substantially developed, you should consider the WLF Governance Platform and Token to be “as is” without further development, and the Company does not intend to use the proceeds from the Token Sale or other sources of WLF Protocol revenues to develop or enhance the functionality of the Token or WLF Governance Platform or otherwise administer Token voting. After payment of pre-launch development and transaction expenses, $30 million of WLF Protocol revenues (including Token sale proceeds) is expected to be reserved to pay for future WLF Protocol operating and other expenses for contingent obligations. The remainder of WLF Protocol revenues will be used to pay WLF obligations to service providers after deduction of taxes and any agreed expenses or reserves, and not retained by WLF or the WLF Protocol.
16. Risk of Malfunction in the WLF Protocol or the WLF Governance Platform: It is possible that the WLF Governance Platform malfunctions in an unfavorable way, including one that results in the inability to propose and vote on proposals or the loss of $WLFI.
17. Risk of Theft and Hacking: Hackers or other groups or organizations or countries may attempt to interfere with the WLF Governance Platform or the availability of $WLFI in any number of ways, including service attacks, denial of service attacks, Sybil attacks, spoofing, smurfing malware attacks, or consensus-based attacks, or phishing, or other novel methods that may or may not be known to steal $WLFI. Any such successful attacks could result in theft or loss of your payment of ETH, WETH, USDC, USDT, or other cryptocurrency or your Tokens, adversely impacting the ability to use the WLF Governance Platform and derive any usage or functionality from the Tokens.
18. Risk of Weaknesses or Exploitable Breakthroughs in Cryptography: Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to $WLFI and the WLF Protocol by rendering ineffective the cryptographic consensus mechanism that underpins many blockchains, including the Ethereum blockchain. Smart contracts and their underlying software application are still in an early development stage and may be unproven. There is no warranty or assurance that the process for obtaining or using $WLFI will be uninterrupted or error-free, and there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses, or bugs causing, inter alia, the complete loss of any ETH, WETH, USDC, USDT, or other cryptocurrency you contribute, the theft or loss of your Tokens, or a reduction in the utility of your Tokens.
19. $WLFI are Nontransferable: $WLFI are nontransferable and accordingly may not be resold. You should not be purchasing $WLFI as an investment on a speculative basis or otherwise, for a financial purpose or with an expectation of resale for a profit or otherwise.
20. Even if Token holders sought to enable transferability in the future, such proposal would not be implemented if it presents a risk of violation of applicable law and transferability could be subject to specific conditions and restrictions: Even if Token holders sought to enable transferability in the future through governance votes, governance proposals will not be implemented if WLF determines that such proposals present an unreasonable risk of violation of applicable law, including any contractual obligations. In light of regulatory uncertainty, transferability is not expected to be enabled, if at all, earlier than twelve months after completion of the Token Sale, and WLF may consider the applicability of additional restrictions or policies if transferability would implicate additional restrictions under any applicable law, including without limitation, U.S. FinCEN, state money transmitter or other laws and regulations in different jurisdictions, convertible virtual cryptocurrency regulations under U.S. FinCEN, and similar state money transmitter laws, and WLF may be required to adopt additional regulations and policies that restrict transferability in order to comply with such laws. Even if enabled, there is no guarantee that Tokens may be easily transferred. No secondary market exists, and WLF has taken no action to enable any secondary market place, and you should have no expectation that WLF would seek to do so in the future. Even if a secondary market were to arise it could be illiquid or volatile.
21. Risk of Uninsured Losses: In the event of any loss of your Token or your ability to access third party wallet applications, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurer, to offer recourse to the purchaser. You further acknowledge that any funds that you consider to be invested in $WLFI will not be protected, guaranteed, or reimbursed by any governmental, regulatory, or other entity.
22. Risks of compensating certain WLF directors and officers, advisors, promotors, service providers, and their affiliates for the operation and marketing of the WLF Protocol: WLF directors and officers, advisors, promoters and service providers and their affiliates are entitled to receive an initial allocation of Tokens as well as the right to receive a portion of the net protocol revenues from any source, including token sales and from the operation of the WLF Protocol. This compensation program may create a conflict of interest, by motivating such persons to operate and promote $WLFI, the WLF Governance Platform or the WLF Protocol in a manner that is not in the best interests of the WLF Protocol Token holders. For example, these persons could be motivated to make or recommend riskier or more speculative decisions in order for the WLF Protocol to generate additional fees to higher compensation, which may have no benefit or harm the interests of Token holders. Each Token holder must determine if this purchase is appropriate for such potential Token holder.
23. Risk of WLF Dissolution: The Company operates the WLF Governance Platform. If the Company were to dissolve for any reason, it is possible that you could lose the continued governance functionality of $WLFI due to any number of reasons, including, but not limited to, (i) insufficient financial resources, (ii) a decrease in $WLFI utility due to (iii) negative adoption of the WLF Protocol, (iv) an unfavorable fluctuation in the value of ETH, WETH, USDC, USDT, or other cryptocurrency (or other cryptographic and fiat currencies), (v) the failure of commercial relationships, or (vi) intellectual property ownership challenges. If these or other events occur, the Company, the WLF Governance Platform, and the WLF Protocol may no longer be viable to operate, and the project may dissolve, corresponding with a loss of Token functionality.
24. Risk of Token Upgrades: It is possible that the $WLFI could be updated or upgraded in the future. An upgrade to how $WLFI is used may be required or recommended, and, if you decide not to participate in such an upgrade, you may no longer be able to use your Tokens, and any non-upgraded $WLFI may lose its governance functionality in full.
25. Risk of Additional Token Issuances: The Company reserves the right to issue other tokens in the future which may have different features or functionality than the Token. Holders of the Token have no rights to any such future tokens.
26. Unanticipated Risks: Cryptographic tokens are a relatively new and untested technology. In addition to the risks discussed in these Terms, there are risks that we cannot anticipate. Further risks may materialize as unanticipated combinations or variations of the discussed risks or the emergence of new risks.

Disclosures about Risks Related to the WLF Protocol

You should not purchase Tokens based on any expectations about the features, functionality or success or failure of the WLF Protocol. If your decision to purchase Tokens may be motivated by such expectations, do not purchase the Tokens.

WLF hopes that many Token holders participate in the WLF Protocol when available, but $WLFI ownership is not a requirement for use of the WLF Protocol and the $WLFI provides no rights relating to the WLF Protocol other than the governance rights identified herein. Eligibility to use the WLF Protocol or certain features of the WLF Protocol may be limited and $WLFI ownership provides no rights to use the WLF Platform. You should be aware that the WLF Protocol itself may be subject to a number of risks and uncertainties, including but not limited to those identified below. The Terms of Use for the WLF Protocol, when available, may include additional risk disclosures for users, depending on the intended functionality of the WLF Protocol at that time.

1. The features and functionality of the WLF Protocol are subject to change, and any features may be stopped, curtailed or restricted at any time. The WLF Protocol may undergo significant conceptual, technical, regulatory, commercial and other changes over time, some of which may be determined at the sole discretion of WLF and some of which may be proposed and approved by Token holders. WLF will have discretion as to when and how to make these changes. Moreover, WLF may limit or control how other participants use the WLF Protocol, which services may be offered through, and which assets may be supported by, the WLF Protocol by third parties, or how third-party services will interact with the WLF Protocol (if at all). This could create the risk that the WLF Protocol may not meet expectations for any number of reasons including mistaken assumptions or analysis, a change in the design and implementation plans, regulatory developments and execution of the WLF Protocol. Furthermore, it possible that the WLF Protocol will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the WLF Protocol.
2. WLF was only formed recently and has a limited operating history, and the WLF Protocol has not launched. WLF was incorporated in September 2024 and has limited operating history, and the WLF Protocol may encounter risks and challenges frequently experienced by early stage companies or blockchain-based protocols.
3. WLF has limited assets. WLF had only nominal assets prior to commencement of the initial Token Sale and is expected to have less than $30 million USD following consummation of the Token Sale. Additional amounts from net protocol revenues will only be available if they are permitted to be deducted under agreements with the service providers to WLF, including to DT Marks DEFI LLC and WC Digital Fi LLC.
4. The features and functionality of the WLF Protocol depend in part on third parties. The WLF Protocol plans to license software from third parties and to provide information about and access to third party DeFi applications. The third-party software may include bugs or other vulnerabilities, which may cause harm or disruption to the WLF Protocol. The ability to access third party DeFi applications via the WLF Protocol sometimes requires the approval of other companies, DAOs or other persons. Access to such applications also may require technical or other support to integrate those third parties into the WLF Protocol. It may also require agreements around fee allocations. If approval is required, certain features or functionalities may be contingent upon or limited by such approvals, and may not be available at a particular time for all or some users.
5. Risk of Insufficient Interest in the WLF Protocol. It is possible that the WLF Protocol will not be used by a large number of businesses, individuals, and other organizations and that there will be limited public interest. There could be loss of interest in the WLF Protocol for a variety of reasons, including but not limited to, limitations imposed by regulatory requirements that are not followed by other protocols, users finding alternative platforms more useful or technically superior, any reputational harm suffered by WLF or the WLF Protocol, general economic conditions, or conditions with respect to the markets for digital assets in particular.
6. The features and functionality of the WLF Protocol may be subject to limitations under applicable law. The application, interpretation, or re-interpretation of existing law to digital assets and decentralized finance is subject to substantial risks of uncertainties, and new laws may come into effect that regulate digital asset and decentralized finance that may be accessed via the WLF Protocol. For example, in the United States, the SEC has initiated or settled a large number of actions against digital asset related companies and persons, including a number involved in the DeFi space. Several of these actions are ongoing, and depending on how they are resolved, could impact DeFi protocols, including the WLF Protocol. The WLF Protocol may choose not to implement, cease, or modify any WLF Protocol features and functionality based on determinations of applicable law.
7. The WLF Protocol's success depends in large part on two individuals - Zak Folkman and Chase Herro, each of whom would be difficult if not impossible to replace. Mr. Folkman and Mr. Herro are currently designated as the sole directors and members of WLF, and the sole signers of the Multi-Sig wallets used by WLF and the WLF Protocol. WLF cannot guarantee that these individuals, or any particular person, will remain affiliated with WLF. If either or both of these individuals were to cease their affiliation with WLF, WLF's and the WLF Protocol's operations could suffer. Further, as of the date of these Terms, WLF does not separately maintain key person life insurance on any person and WLF has no plans to do so in the future.
8. The popularity of the WLF Protocol depends in part on the popularity of its brand and the reputation and popularity of President Donald J. Trump. WLF is party to a services agreement pursuant to which DT Marks DEFI, LLC agrees to promote the WLF Protocol. The value of WLF’s brand may diminish if the popularity of President Trump were to suffer. Adverse reactions to publicity relating to President Trump, or the loss of his services, could adversely the ability to maintain or generate users.
9. Risks of the termination of the service agreement with DT Marks DEFI, LLC. WLF has entered into a services agreement with DT Marks DEFI LLC and sought to align its brand with Donald J. Trump, but DT Marks DEFI, LLC may terminate the services agreement upon certain “cause” type events or upon its decision not to renew the 5-year term of the services agreement, which would cause WLF to need to rebrand and which could adversely affect the ability of the WLF Protocol to maintain or generate users.
10. Unfavorable Regulatory Actions could harm the WLF Protocol. Regardless of the efforts of the WLF Protocol to comply with applicable law, any alleged or actual failure to comply with applicable law by the Company, the WLF Protocol, or certain users of the WLF Protocol could result in a variety of adverse consequences, including, but not limited to, criminal and civil penalties, injunctions and fines.
11. Risk of Unknowable or Unfavorable Regulatory Development in One or More Jurisdictions: Regulation of tokens (including the Tokens), token offerings, or token purchases, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges is not yet mature and likely to rapidly evolve; varies significantly among international, federal, state and local jurisdictions; and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the WLF Protocol and the adoption and utility of the Tokens. As distributed ledger networks and distributed ledger assets have grown in popularity and in market size, federal and state agencies have begun to take an interest in and, in some cases, regulate their use and operation. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a distributed ledger network or asset, the WLF Protocol may be materially and adversely affected. Distributed ledger networks also face an uncertain regulatory landscape in many jurisdictions such as the United States, the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect the WLF Protocol. Such laws, regulations or directives may be in conflict with each other or may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the WLF Protocol. New or changing laws and regulations or interpretations of existing laws and regulations, in the United States and other jurisdictions, may materially and adversely impact the structure, rights, and viability of the WLF Protocol.
12. The WLF Protocol will compete with other platforms that operate or provide access to DeFi protocols. There are currently alternative platforms that operate or provide access to the same or similar services as initially offered on the WLF Protocol, and it is possible that alternative platforms could be established in the future that offer the same or materially similar services as offered on the WLF Protocol. The WLF Protocol may compete with these alternative platforms, which could negatively impact the WLF Protocol.
13. Risk of Security Weaknesses in the WLF Protocol Core Infrastructure Software: The WLF Protocol expects to operate using proprietary and open-source software maintained by the Company and other contributors. As a project built using open-source software, some core infrastructure elements of the WLF Protocol may not be represented, maintained, or monitored by an official organization or authority. The open-source nature of such software means that it may be difficult for the Company or contributors to maintain or develop it and the Company may not have adequate resources to address emerging issues or malicious programs that develop within the WLF Protocol or its core infrastructure software adequately or in a timely manner. Third parties not affiliated with the Company may introduce weaknesses or bugs into the core infrastructure elements of the WLF Protocol and open-source code which may negatively impact the WLF Protocol. Such events may result in a loss of trust in the security and operation of the WLF Protocol, and a decline in user activity and could negatively impact the WLF Protocol.
14. Risks Associated with Our Intellectual Property: The Company may consider some technology that it develops to be proprietary. Our ability to compete depends in part upon our ability to protect our rights to the technology that we develop. The Company may also rely on trademark, copyright, and trade secret law to protect its rights. However, these laws offer only limited protection. In addition, other countries may provide the Company with little to no intellectual property right protection. As the number of distributed ledger products and services available to consumers increase, and as the uses of such products and services overlap, companies in the industry may become subject to additional intellectual property disputes. Any litigation to protect our intellectual property rights would be expensive, time-consuming, and unpredictable. Such litigation could adversely affect our business, including our financial condition, regardless of the outcome. There can be no assurances that any steps taken to protect intellectual property rights will be successful in deterring misappropriation or independent third-party development of our technology. Similarly, third parties may assert infringement and misappropriation claims against us. Regardless of the merit, these actions could distract management from our business and adversely affect our financial condition and operating revenues. The Company may need to enter into confidentiality agreements with its consultants, business partners and investors in an attempt to protect the Company's proprietary rights. Nevertheless, these attempts to protect our proprietary rights may be inadequate. If the Company is unable to protect its intellectual property, the utility of the Tokens may decline or diminish and the WLF Protocol may fail.
15. Risks Associated with Data Privacy Laws: There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the WLF Protocol's reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the WLF Protocol, which would reduce or diminish the utility of the WLF Protocol and cause the WLF Protocol to fail.
16. Risks of Indemnity Obligations. The Company's governing documents expressly limit the liability of its directors and officers by providing that they will not be liable or accountable, except in limited circumstances. In addition, under Company's governing documents, the Company is required to indemnify its directors, officers, employees, members, and those persons holding private keys for WLF multi-sig wallets to the extent permitted by applicable law from and against any and all damages arising from operations of the Company, provided, that with respect to the those persons holding private keys for WLF multi-sig wallets, indemnification is not available if the damages arose from such person's gross negligence or intentional misconduct. Also, the Company has agreed under services agreements with DT Marks DEFI, LLC and others to indemnify DT Marks DEFI, LLC and certain of its affiliates from any and all damages arising from operations of WLF and these WLF Protocol. The Company's indemnity obligations may have an adverse impact on the Company and its cash available to operate the WLF Protocol.