Worldcoin

Disclaimer

PLEASE READ THE ENTIRETY OF THIS “NOTICE AND DISCLAIMER” SECTION CAREFULLY. NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS, INVESTMENT OR TAX ADVICE AND YOU SHOULD CONSULT YOUR OWN LEGAL, FINANCIAL, BUSINESS, INVESTMENT, TAX OR OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN CONNECTION HEREWITH. NEITHER THE WORLDCOIN FOUNDATION (THE FOUNDATION) AND ANY OF THE PROJECT PARTICIPANTS (TOGETHER WITH THE PROJECT PARTICIPANTS, THE WORLDCOIN ECOSYSTEM) WHO HAVE WORKED ON THE WORLDCOIN PLATFORM (AS DESCRIBED HEREIN) OR DEVELOPERS OF THE WORLDCOIN PLATFORM IN ANY CAPACITY WHATSOEVER, ANY DISTRIBUTOR/VENDOR OF WLD TOKENS (THE DISTRIBUTOR), NOR ANY SERVICE PROVIDER SHALL BE LIABLE FOR ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS WHATSOEVER WHICH YOU MAY SUFFER IN CONNECTION WITH ACCESSING THIS WHITEPAPER, THE WEBSITE AT HTTPS:// WORLDCOIN.ORG (THE WEBSITE) OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED BY THE FOUNDATION.

Crypto Products

Crypto products can be highly risky and their regulatory treatment is unsettled in many jurisdictions. There may be no regulatory recourse for any loss from transactions in WLD. Any value ascribed to WLD may change quickly and may be lost in its entirety. Further, the technologies comprising the Worldcoin Platform, including the WLD token, are experimental in nature. There is no guarantee that the network will operate as planned. For more information, visit www.worldcoin.org/risks. Holding, buying, or selling WLD may not be permitted where you live, and it is your responsibility to comply with all applicable laws. Worldcoin (WLD) tokens are not intended to be available to residents of the United States or certain other restricted territories. More details can be found at http://www.worldcoin.org/tos.

As described further below, this document contains forward-looking estimates and statements regarding the intended actions and objectives of the Worldcoin Foundation and the Worldcoin Ecosystem, based largely on current expectations and projections about future events for which the outcome is uncertain. It is therefore subject to a number of known and unknown risks, including those described at www.worldcoin.org/risks, that could cause the actual outcomes to differ materially from what is expressed or implied herein. Readers are cautioned not to put undue reliance on these future-looking estimates and statements. The content of this document speaks only as of the date thereof.

Nature of the Whitepaper

The Whitepaper and the Website are intended for general informational purposes and community discussion only and do not constitute a prospectus, an offer document, an offer of securities, a solicitation for investment, or any offer to sell any product, item or asset (whether digital or otherwise). Nothing contained in the Whitepaper or the Website is or may be relied upon as a promise, representation or undertaking as to the future performance of the Worldcoin Platform. The information herein may not be exhaustive and does not imply any element of a contractual relationship commitment in relation to the acquisition of WLD Token, and no virtual currency or other form of payment is to be accepted on the basis of the Whitepaper or the Website. There is no assurance as to the accuracy or completeness of such information and no representation, warranty or undertaking is or purported to be provided as to the accuracy or completeness of such information. Nothing contained in the Whitepaper or the Website is or may be relied upon as a promise, representation or undertaking as to the future performance of the Worldcoin Platform. Any agreement between the Distributor (or any third party) and you, in relation to any sale, purchase, or other distribution or transfer of WLD Token, is to be governed only by the separate terms and conditions of such agreement, and such agreement must be read together with the Whitepaper. Where the Whitepaper or the Website includes information that has been obtained from third party sources, the Foundation, the Distributor, their respective affiliates and/or the Worldcoin Ecosystem have not independently verified the accuracy or completion of such information. Further, you acknowledge that circumstances may change and that the Whitepaper or the Website may become outdated as a result; and neither the Foundation nor the Distributor is under any obligation to update or correct this document in connection therewith.

The information set out in the Whitepaper and the Website is for community discussion only and is not legally binding. No person is bound to enter into any contract or binding legal commitment in relation to the acquisition of any WLD token, and no virtual currency or other form of payment is to be accepted on the basis of the Whitepaper or the Website. Any agreement governing the sale or acquisition of WLD tokens shall be governed by a separate set of Terms of Service, available at www.worldcoin.org/tos. The Terms of Service must be read together with the Whitepaper and further information available at www.worldcoin.org/risks. In the event of any inconsistencies between the Terms of Service and the Whitepaper or the Website, the Terms of Service shall prevail.

Token Features

The native digital cryptographically-secured utility token of the Worldcoin Platform (WLD Token) is a transferable representation of attributed functions specified in the protocol/code of the Worldcoin Platform, designed to play a major role in the functioning of the ecosystem on the Worldcoin Platform, and intended to be used solely as the primary utility and future governance token on the platform. The goal of introducing WLD Token is to provide a convenient and secure mode of payment and settlement between participants who interact within the ecosystem on the Worldcoin Platform, and it is not, and not intended to be, a medium of exchange accepted by the public (or a section of the public) as payment for goods or services or for the discharge of a debt; nor is it designed or intended to be used by any person as payment for any goods or services whatsoever that are not exclusively provided by the issue. WLD Token may only be utilized on the Worldcoin Platform, and ownership of WLD Token carries no rights, express or implied, other than the right to use WLD Token as a means to enable usage of and interaction within the Worldcoin Platform.

Deemed Representations and Warranties

By accessing the Whitepaper or the Website (or any part thereof), you shall be deemed to represent and warrant to the Foundation, the Distributor, their respective affiliates, and the Worldcoin Ecosystem as follows:

  • in any decision to receive and/or purchase any WLD Token, you shall not rely on any statement set out in the Whitepaper or the Website;
  • you will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you (as the case may be);
  • you acknowledge, understand and agree that WLD Token may have no value, there is no guarantee or representation of value or liquidity for WLD Token, and WLD Token is not an investment product including for any speculative investment;
  • WLD tokens may not always be transferable or liquid;
  • WLD tokens may not be exchangeable against any goods or services contemplated in the Whitepaper, especially in case of failure or discontinuation of the project;
  • none of the Foundation, the Distributor, their respective affiliates, and/or the Worldcoin Ecosystem members shall be responsible for or liable for the value of WLD Token, the transferability and/or liquidity of WLD Token and/or the availability of any market for WLD Token through third parties or otherwise; and
  • you acknowledge, understand and agree that you are not eligible to purchase any WLD Token if you are a citizen, national, resident (tax or otherwise), domiciliary and/or green card holder of a geographic area or country (i) where it is likely that the sale of WLD Token would be construed as the sale of a security, financial service or investment product and/or (ii) where participation in token sales is prohibited by applicable law, decree, regulation, treaty, or administrative act; and to this effect you agree to provide all such identity verification document when requested in order for the relevant checks to be carried out.

The Foundation disclaims all representations, warranties or undertakings to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness or reliability of the contents of the Whitepaper or the Website, or any other materials published by the Foundation or the Distributor). To the maximum extent permitted by law, the Foundation, the Distributor, their respective affiliates and service providers shall not be liable for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including, without limitation, any liability arising from default or negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising from the use of the Whitepaper or the Website, or any other materials published, or its contents (including without limitation any errors or omissions) or otherwise arising in connection with the same. Prospective purchasers of the WLD Token should carefully consider and evaluate all risks and uncertainties (including financial and legal risks and uncertainties) associated with the WLD Token sale, the Foundation, the Distributor and the Worldcoin Ecosystem.

Disclaimers Relating to the WLD Token

It is expressly highlighted that WLD Token:

  • does not have any tangible or physical manifestation, and does not have any intrinsic value (nor does any person make any representation or give any commitment as to its value), and may lose its value in part or in full;
  • is non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation by the Foundation, the Distributor or any of their respective affiliates, and may not always be transferrable or liquid;
  • does not represent or confer on the token holder any right of any form with respect to the Foundation, the Distributor (or any of their respective affiliates), or its revenues or assets, including without limitation any right to receive future dividends, revenue, shares, ownership right or stake, share or security, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property or license rights), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director, or other financial or legal rights or equivalent rights, or intellectual property rights or any other form of participation in or relating to the Worldcoin Platform, the Foundation, the Distributor and/or their service providers;
  • does not entitle token holders to any promise of fees, dividends, revenue, profits or investment returns, and are not intended to constitute securities in any relevant jurisdiction;
  • is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
  • may not be exchangeable against the good or service described herein, especially in case of failure or discontinuation of the Worldcoin project;
  • is not intended to be a representation of money (including electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
  • is not a loan to the Foundation, the Distributor or any of their respective affiliates, is not intended to represent a debt owed by the Foundation, the Distributor or any of their respective affiliates, and there is no expectation of profit; and
  • does not provide the token holder with any ownership or other interest in the Foundation, the Distributor or any of their respective affiliates.

Informational Purposes Only

The project roadmap in the Whitepaper is being shared in order to outline the current status of Worldcoin as well as some of the plans of the Worldcoin Ecosystem and is provided solely for informational purposes and does not constitute any binding commitment. Please do not rely on this information in making purchasing decisions because ultimately, further development, release, and timing of any products, features or functionality remains at the sole discretion of the Foundation, the Distributor or their respective affiliates, and is subject to change. Further, the Whitepaper or the Website may be amended or replaced from time to time. There are no obligations to update the Whitepaper or the Website, or to provide recipients with access to any information beyond what is provided herein.

Regulatory Approval

No regulatory authority has examined or approved, whether formally or informally, of any of the information set out in the Whitepaper or the Website. No such action or assurance has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Whitepaper or the Website does not imply that the applicable laws, regulatory requirements or rules have been complied with. Worldcoin is solely responsible for the content of this Whitepaper. This Whitepaper has not been reviewed or approved by any competent authority in any Member State of the European Union.

Cautionary Note on Forward-Looking Statements

All statements contained herein, statements made in press releases or in any place accessible by the public and oral statements that may be made by the Foundation, the Distributor and/or the Worldcoin Ecosystem, may constitute forward-looking statements (including statements regarding intent, belief or current expectations with respect to market conditions, business strategy and plans, financial condition, specific provisions and risk management practices). You are cautioned not to place undue reliance on these forward-looking statements given that these statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results to be materially different from that described by such forward-looking statements, and no independent third party has reviewed the reasonableness of any such statements or assumptions. These forward-looking statements are applicable only as of the date indicated in the Whitepaper, and the Foundation, the Distributor as well as the Worldcoin Ecosystem expressly disclaim any responsibility (whether express or implied) to release any revisions to these forward-looking statements to reflect events after such date.

English Language

The Whitepaper and the Website may be translated into a language other than English for reference purpose only and in the event of conflict or ambiguity between the English language version and translated versions of the Whitepaper or the Website, the English language versions shall prevail. You acknowledge that you have read and understood the English language version of the Whitepaper and the Website.