The delivery of WORKS Tokens is governed by your Seed Subscription Agreement and/or Simple Agreement for Future Tokens or Equity (as applicable, a 'Token Agreement') ('Tokens'). The following terms and conditions govern your acceptance and use of the Tokens ('Terms'). By accepting delivery of the Tokens, you confirm that you have read and understand the Terms and that you expressly agree to be bound by and comply with them. Capitalized terms not defined above will have the same meaning as those established in the Token Agreement.
You acknowledge and agree that the Tokens will be deemed to bear the following legend (or other legend provided in any agreement with Works (the 'Company'):
A REGISTRATION FOR THE TOKENS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE 'COMMISSION'), HAS NOT TAKEN PLACE, AND THE COMPANY HAS NO PLANS TO DO SO IN THE FUTURE. TRANSFERS, PLEDGINGS, AND HYPOTHECATION OF TOKENS ARE PERMITTED ONLY IN ACCORDANCE WITH THE ACT AND APPLICABLE NATIONAL AND FOREIGN SECURITIES LAW, AND ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION THERETO.
You accept full responsibility and liability for any losses resulting from any intentional or unintentional misuse of your designated wallet address (your 'WORKS Wallet'), including, without limitation, any loss resulting from Token receipt in a non-WORKS compliant wallet, any unauthorized third-party access to your wallet, depositing one type of digital asset to a wallet intended for another type of digital asset, or any errors, typos, or inaccuracies. The company, and any of its affiliates take no responsibility or liability for any such errors or misapplications.
THE COMPANY DOES NOT MAKE ANY WARRANTY WITH RESPECT TO THE TOKENS, INCLUDING ANY (1) MERCHANTABILITY WARRANTY; (2) FITNESS FOR A PARTICULAR PURPOSE WARRANTY; (3) TITLE GUARANTEE; OR (4) WARRANTY AGAINST INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; WHETHER BASED ON THE LAW, THE COURSE OF DEALING, THE COURSE OF PERFORMANCE, THE USAGE OF TRADE, OR OTHERWISE. YOU ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, (A) THE WORKS NETWORK MAY HAVE UNDERGONE SIGNIFICANT CHANGES TO ITS SPECIFICATIONS, DESIGN, AND OTHER FEATURES SINCE THE DATE OF YOUR TOKEN AGREEMENT, AND YOU ARE ACCEPTING DELIVERY OF SUCH TOKENS IN SATISFACTION OF YOUR TOKEN AGREEMENT EVEN IF SUCH CHANGES EXIST, AND YOU ARE ACCEPTING DELIVERY OF SUCH, (B) YOU HAVE NOT BELIEVED IN ANY REPRESENTATION OR WARRANTY MADE ON THEIR BEHALF BY THE COMPANY, OR ANY OTHER PERSON. USE OF ANY TOKEN IS AT YOUR SOLE RISK AND RISK-ASSUME ALL RISKS AND LIABILITIES, REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY THE COMPANY, EITHER BY TECHNICAL ADVICE OR OTHERWISE, RELATED TO ITS USE.
THE COMPANY SHALL NOT BE LIABLE TO YOU, AND YOU WILL INDEMNIFY, DEFEND, AND HOLD THE COMPANY, AND THEIR AGENTS AND ADVISORS, AS WELL AS THE FOREGOING'S SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ALL OR ANY PART OF ANY THIRD PARTY CAUSES OF ACTION, CLAIMS, LIABILITIES, LOSSES, COSTS, DAMAGES AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY FEES AND EXPENSES) (COLLECTIVELY 'CLAIMS') EXCEPT TO THE EXTENT SUCH CLAIMS ARISE FROM THE COMPANY'S BAD FAITH OR INTENTIONAL MISCONDUCT, FOR DAMAGES TO OR LOSS OF PROPERTY ARISING OUT OF OR RESULTING FROM THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING YOUR RECEIPT, TRANSFER, USE OR DISPOSITION OF THE TOKENS.
NEITHER THE COMPANY NOR ANY OTHER PARTY INVOLVED IN THE OFFERING SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE ACTIVITIES OF ANY KIND ARISING FROM OR IN CONNECTION WITH YOUR TOKEN AGREEMENT OR YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING, INCLUDING YOUR RECEIPT, TRANSFER, USE, OR DISPOSITION OF THE TOKENS, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH THE ABOVE LIMITATION MAY NOT APPLY IN SOME JURISDICTIONS BECAUSE THEY DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. THE COMPANY'S TOTAL LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS TOKEN AGREEMENT OR YOUR PARTICIPATION IN, OR INABILITY TO PARTICIPATE IN, THE OFFERING, INCLUDING YOUR RECEIPT, TRANSFER, USE, OR DISPOSITION OF THE TOKENS, WILL IN NO EVENT EXCEED THE TOTAL PURCHASE PRICE IN YOUR TOKEN (AS DENOMINATED IN USD). THE DAMAGES EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE FORM AN ESSENTIAL PART OF THE BARGAIN BETWEEN YOU AND THE COMPANY.
Any claim or dispute emerging under the Token Agreement or from your acceptance, transfer, use, or disposition of the Tokens shall be resolved on an individual basis alone (the 'Class Action Waiver'). THIS CLASS ACTION WAIVER PREVENTS ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION IN CONNECTION WITH A CLAIM. Regardless of anything to the contrary, only a court or referee, not an arbitrator, can determine the validity and effect of this Class Action Waiver, and you acknowledge that this Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the Token Agreement.
You are not located, incorporated or otherwise established in, or a citizen or resident of any state, or country that is designated by Singapore as a country supporting international terrorism, or as designated by the Office of Foreign Assets Control ('OFAC'), including Cuba, Crimea region of Ukraine, Democratic People's Republic of Korea, Sudan, Iran and Syria, and you are not a person found on the OFAC Specially Designated Nationals, Denied Persons List (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, law, regulations and regimes; or any other prohibited country, person or entity specified by Singapore Laws; or any other consolidated persons list as determined by any applicable governmental authority.
If you are a holder of a Simple Agreement for Future Tokens or Equity (a 'SAFT-E') that is being converted and/or cancelled in exchange for Tokens, you hereby agree that the entire amount owed to you under such SAFT-E is being tendered in exchange for your Tokens, and that such SAFT-E and all obligations set forth therein shall be immutable upon your acceptance of these terms, without any further action required by you, or the Company. To the extent that you are a party to a Seed Subscription Agreement, you agree that upon receipt of the Tokens, all obligations set forth herein will be deemed completed in full and will be cancelled in their whole.