Terms and Conditions
Table of Contents
Section I: General Terms & Conditions Section II: Products Terms & Conditions Welcome to https://app.wlth.xyz, a website (“Site”) provided by Metamaster DAO Corp. (“Metamaster”, “Commonwealth” or CW), a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 1557220242 as well as by its affiliated companies which, at the time the last update of this Terms & Conditions (“T&C”), are as follows: WLTH Corp. (“WLTH Corp.”) a company incorporated with limited liability in the Republic of Panama, registered in the Panamanian Commercial register in sheet with number 155767685 (Metamaster and the affiliated companies also indicated as “CW Companies”). CW Companies products and services are exclusively offered and furnished by a specific entity within the CW Companies. As such, liability for any given product or service is limited solely to the particular company (currently either Metamaster or WLTH) that directly and effectively sells and provides it. This responsibility is further subject to the general limitation of liability provisions as stipulated in Article 6, specifically Sections 6.1 through 6.4. In Section I, there are CW Companies’s general terms and conditions applicable to every product and services as well as the website and the app. In Section II, there are the terms and conditions more specific to a particular category of products and services. Section II is divided in various parts on the basis of each category of product or service. Hereinafter Section I will be also indicated as “Terms” and Section II as “Products Terms” or the name given to the Product Terms of each specific category of product or service; this entire document will be indicated, as said above, as “T&C”. Please note that while every product or service offered or commercialized through this Site (even if not exclusively) is subject and is regulated by the Terms, some, but not all, categories of CW Companies’s products or services may have additional terms and conditions which may regulate Your use of those services or products and are contained in Section II. In the case of a conflict between Section I and Section II, the Products Terms under Section II will prevail. If a product or a service offered or commercialized through this Site does not have its own specific terms and conditions under Section II only the Terms will be applicable to such a product or such a service. Should unique provisions be required for a singular product or service, these will be detailed in the respective product or service document under a “Specific Product Terms” section, contained in a specific URL within the Site. This is distinct from Section II, which outlines general terms for product and service categories. In the event of a conflict between Section I and/or Section II and these “Specific Product Terms,” the “Specific Product Terms” shall prevail. CW Companies are part, and have to be put in the context, of Common Wealth, a broader and structured decentralized autonomous system (“DAS”) aimed at enhancing the re-appropriation of values by individuals and investors according to the web 3.0 and the crypto ethos by substituting updated governance models with a system based on compliance with rules established in the automated processes and managed by software written and deployed in the blockchain. The DAS is designed to be a self-sustaining, decentralized system but there are, of course, entities involved in DAS setup. These activities are known as “bootloader” activities (named after the program that gets a computer started). It’s important to note that “boot loader” activities are distinct from the activities of the DAS. In the case of the DAS, one of the entities responsible for the DAS boot loader activities is CW Companiess DAO Corp. This Site itself can be considered to be part of the DAS. It is important to specify that, accordingly with the decentralized logic of the DAS, amounts of monies paid by You for the use of one of the products and services of the CW Companies, as specified in theT&C do not constitute profits or revenues of CW Companies but will only be used to pay for the maintenance of the DAS common goods (i.e. the platform, the software, etc.). In other words, CW Companies will not distribute any profit to its shareholders but will only operate to pay for the DAS products and services. Every reference in the T&C of a product or a service offered to you has to be understood under the role that CW Companies perform as a bootloader of the DAS. The acceptance of the DAS system means the acceptance that, as decentralization ultimately means, CW Companies are not in control of many facets of the system which are automatized through smart contract and other means which limit human intervention or, to put under a different point of view, human manipulation and abuse. Section I: General Terms & Conditions This Site is provided to you (“You” or “Your” or “User” as well as “you” or “your” or “user”), subject to the following terms & conditions contained in Section I and, where applicable, in those contained in Section II as well as, where applicable, in the Specific Product Terms, as modified and updated from time to time. CW Companies and You, collectively referred to as “the Parties” or “Parties”. The present Terms regulate as well your use of the Common Wealth App available at https://app.wlth.xyz. As indicated above, in the case of conflict between these Terms and the Products Terms, the latter will prevail. Also in the case of conflict between these Terms and the Specific Product Terms related to a specific, unique, product or service, the Specific Product Terms will prevail. 1. Acceptance and updates 1.1 These Terms, including Section II, the Privacy Policy (“Privacy Policy”) and, when present, the Specific Product Terms, govern your use of CW Companies Site as well as of any product or services offered or sold (even if not exclusively) through this Site. To use this Site and purchase any product or services offered or sold (even if not exclusively) through this Site, you must be able to form a legally binding contract online either as an individual or on behalf of a legal entity. To that end, you represent that: (a) if you are agreeing to these Terms on behalf of a legal entity, you have the legal authority to bind the legal entity to these Terms; and (b) if you are agreeing to these Terms as a natural person You are at least 18 years old or the age of majority where you reside, whichever is older, and that You can form a legally binding contract online. Persons younger than the age of 18 are considered minors and must be under the care of a parent or guardian unless they are emancipated. 1.2 These Terms contain a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. 1.3 IF YOU DO NOT AGREE TO THESE TERMS, SECTION II, THE PRIVACY POLICY AND, IN CASE, THE SPECIFIC PRODUCT TERMS, YOU MUST IMMEDIATELY TERMINATE USE OF THIS SITE. IF YOU PURCHASE ANY PRODUCT OR SERVICE THROUGH THIS WEBSITE YOU ACCEPT TO BE BOUND BY THESE TERMS AS WELL AS ANY ADDITIONAL TERMS AND CONDITIONS AS POSSIBLY INDICATED SPECIFICALLY FOR THOSE PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO SECTION II AND THE SPECIFIC PRODUCT TERMS. 2. Privacy 2.1 Please read carefully CW Companies Privacy Policy, which is a part of these Terms. 2.2 Sharing of Personal Data with Third Parties CW Companies may share personal data with third parties where necessary for the operation, security, compliance, and improvement of the Site and services. These third parties may include: - technical service providers, including hosting providers, cloud infrastructure providers, and email providers; - analytics and performance monitoring providers; - identity verification, fraud prevention, and compliance providers, including KYC and AML service providers; - blockchain infrastructure providers and wallet integration providers; - professional advisors, including legal, financial, and compliance advisors; - regulatory authorities, courts, law enforcement agencies, or government bodies where required by applicable law. CW Companies do not sell personal data to third parties for monetary compensation. All third parties receiving personal data are required to protect it in accordance with applicable data protection laws and to use it only for authorized purposes. 2.3 Right to Know and Right to Opt-Out of Sale or Sharing of Personal Data and Targeted Advertising Users may have the right, depending on their jurisdiction, to request information regarding whether their personal data is collected, used, shared, or sold, including the categories of personal data involved and the categories of third parties receiving such data. Users may also have the right to opt out of the sale or sharing of their personal data, including sharing for targeted advertising or marketing purposes. CW Companies do not sell personal data to third parties for monetary compensation and do not share personal data for targeted advertising purposes. Users may exercise their rights, including the right to know and the right to opt out, by contacting CW Companies at: [email protected] Further details regarding personal data processing and user rights are described in the Privacy Policy. 2.4 Data Controller Information For the purposes of applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and other applicable privacy laws, the data controller responsible for the processing of personal data collected through the Site and services is: Metamaster DAO Corp. Republic of Panama Commercial Register No.: 1557220242 Email: [email protected] Where WLTH Corp. or other affiliated CW Companies process personal data in connection with specific products or services, such entities may act as independent or joint data controllers, as described in the Privacy Policy. Users may contact the data controller using the contact information above for any questions relating to personal data or to exercise their privacy rights. 3. Termination, limitations and modifications 3.1 CW Companies do not guarantee that the Site, or any content on it, will always be available or uninterrupted. From time to time, access may be interrupted, suspended, or restricted, including because of a fault, error, unforeseen circumstances, or because it is being carrying out planned maintenance. You acknowledge and agree that CW Companies have the right in its sole discretion at any time with or without notice and in whole or in part to modify or terminate this Site. CW Companies will not be liable to you for any loss or damage you may suffer as a result of the Site being unavailable at any time for any reason. 3.2 CW Companies may also impose, in their sole discretion, limits on certain features and services or restrict your access to parts or the entire Site without notice or liability. 3.3 CW Companies reserve the right, at its sole discretion, to modify the Site or any services offered through the Site, or to modify or remove any content on the Site, at any time and without prior notice to you. CW Companies are not liable to You or any third party if it decides to exercise this right. Any changes or modifications will be effective immediately upon posting the updated content on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Site after such postings will constitute your acknowledgment and acceptance of the revised Site or content. 4. Use of the Site 4.1 By accessing CW Companies Site or purchasing any product or services offered or sold (even if not exclusively) through this Site, you warrant that You:- Have understood that CW Companies, this Site and every product or service offered herein is part of the DAS and whatever is said in the Site has to be construed, used and determined under a decentralized point of view and a philosophy compatible with that of DAS.
- Will not impersonate any person or entity or misrepresent your affiliation with any other person or entity.
- Will not reproduce or reuse any part or item of the Site.
- Will use CW Companies Site or product and service only as explicitly authorized and in compliance with these Terms and CW Companies policies made available to you.
- Will not make use of any robot, spider, site search or retrieval application, or other manual or automatic means or process to retrieve, extract, index, or data mine any data or content on CW Companies Site or in any way reproduce parts of the Site.
- Will not bypass or circumvent (or attempt to bypass or circumvent) any measures CW Companies may use to restrict access to any part of the Site.
- Are neither a resident of the United States of America nor of the United Kingdom.
- Are not accessing this Site from Cuba, Iran, North Korea, Sudan, Syria, any of the Crimea, Donetsk People’s Republic (DNR) or Luhansk People’s Republic (LNR) regions of Ukraine, or any other country or any other country or jurisdiction against which the United States (“US”), United Kingdom (“UK”), European Union (“EU”) or other nation or international organization maintains economic sanctions.
- Are not currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the OFAC SDN (specially designated nationals), the United Nations Security Council (UN), the EU, or any other governmental authority with jurisdiction over You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU.
- If You are a legal person or an entity, the legal person or the entity is not, nor any of its directors, shareholders, officers, employees, agents, or any persons or entities directly or indirectly affiliated with it is an individual or entity that is, or is owned or controlled by an individual or entity that is currently subject to any sanctions, or included in any sanctioned list, administered or enforced by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC), especially the an OFAC SDN (specially designated nationals), the UN Security Council, the EU, or any other governmental authority with jurisdiction over You, including but not limited to the sanctions lists maintained by OFAC, the UN, or the EU.
- You possess the experience, knowledge, and expertise to make Your own investment decisions and understand the risks involved; and that, in any case, You are not acting on behalf of, or for the benefit of, nor You intend to transfer any Tokens You may purchase to, any person who does not understand the risks involved.
- You understood, agreed, and accepted that the CW Companies are distinct legal entities. Consequently, and subject to Article 6 below, specifically Sections 6.1 through 6.4 below, any claim or request pertaining to a specific product or service originated, supplied, or vended by a particular company shall be directed solely to that specific company, and not to any other CW Companies.
- Deal Sourcing: the CW community shall identify potential investment opportunities in Target Companies.
- Capital Raise & Offer: WLTH Corp. shall present the identified investment opportunity to its community of Investors and proceed to raise the necessary capital for the investment, where in some other cases WLTH will upfront purchase the Target Companies shares from its treasury. WLTH Corp. will create an NFT and put it on sale for community members interested to participate in the Investment. The participation in the Investment will only be possible by purchasing one of the aforementioned NFTs put on sale. Please note that, where Target Companies shares have not been purchased with WLTH Corp. own treasury, WLTH Corp. shall present the identified investment opportunity to its community of Investors and proceed to raise the necessary capital for the investment. In any case and whether the capital to be raised will be used to purchase the Target Companies shares or those shares will be purchased upfront with WLTH own treasury, the total capital raised will include all fees created by administering the investment (broker/ agent fees, FIAT transaction fees, protocol fees). There will not be additional fees or costs in addition to what it is indicated for each specific Investment to what it is indicated as the total cost for that Investment.
- Bid Placement: Upon the successful collection and securing of the requisite funds, WLTH Corp. shall submit a bid to the relevant broker or directly to the target company for the acquisition of the identified shares. The target company can be directly the issuer of the shares that will be purchased by WLTH or an SPV created by the target company-issuer of the shares to offer to the public a percentage of its shares - there may also be double layer SPVs. All these details will be clearly specified when WLTH will offer its Investment to the CW community.
- Bid Outcome and Binding Agreement: The submitted bid shall be subject to acceptance or rejection by the seller.
- Accepted Bid: In the event of an accepted bid, the NFT shall represent the participation into the Investment.
- Rejected Bid: In the event of a rejected bid and the deal is not successfully completed, the user will have their total funds returned and the NFT will be deprecated.
- Estimated timelines for Step D are as follows: Seller confirmation is typically achieved within one (1) to two (2) business days. A binding agreement is generally established within an additional couple of days following seller confirmation. Company approval and share transfer usually occur within two (2) to four (4) weeks from the date of the binding agreement.
- become legally owner of the NFT and the right therein incorporated;
- be entitled to receive the dividends and/ or any other liquidity generated by the Investment, including liquidation of the shares in part or in whole, and on the basis of the percentage of amount of money invested;
- be entitled to resell, donate, stake or use in any way the NFT;
- receive the funds derived by the disinvestment procedure of the Investment according to the terms and conditions of the liquidation procedure as established in Section 8 herein of these TI Terms.
- make of the rights of vote conferred by the purchased shares;
- require the redemption of the Investment before the Redemption Date.
- Deal Guarantee: The Investment is not guaranteed until such time as the seller formally accepts WLTH Corp.’s bid, at which point it shall become a binding agreement between the seller and WLTH Corp..
- Varying Valuations: Due to the multi-stage nature of the process from funds being raised to bid acceptance, an investment ticket may be subject to varying valuations for various reasons, including but not limited to:
- Changes in the deal terms or conditions between Step 1 (Deal Sourcing) and Step 3 (Bid Placement).
- An investment ticket, for example, a 160,000 at a 90,000 at a 2.82 billion). WLTH Corp. does not guarantee the ability to secure the entire investment ticket size at a single valuation. Therefore, the Investor’s share of the Investment may vary according to the fluctuations in the price of the shares purchased in the secondary market.
- Voting Rights and Exposure: Investors shall forfeit direct voting rights as the underlying shares shall be held by WLTH Corp.. However, Investors shall gain full exposure to the price performance of the underlying investment via the holding of the distributed derivative.
- Dividends: Investors shall be entitled to receive any dividends and/ or any other liquidity generated by the Investment, including liquidation of the shares in part or in whole, paid by the underlying investment, distributed pro rata based on their investment exposure.
- Governance voting: when decisions need to be made regarding the asset, a governance vote takes place. The decision to liquidate the asset, in this Section indicated as the liquidation procedure, is a governance vote, Your voting power is weighted by your percentage of total investment within the fund. This means the more of the NFT’s overall percentage you own, the more influence your vote has.
- Decision on liquidation amount: Voting on how much of the equity should be converted into cash.
- Decision on valuation: Voting on what valuation the liquidation should take place at.
- Liquidation Process: Once a vote passes, the liquidation process begins. This can be either a partial or full liquidation of the underlying equity:
- Partial Liquidation: Only a portion of the equity is sold.
- Full Liquidation: The entire equity holding is sold.
- Full Liquidation: If the equity is fully liquidated, this marks the end of that specific investment for the Slice holders.
- Partial Liquidation: If only a portion of the equity is liquidated, your remaining ownership percentage is adjusted on your NFT via its metadata. This means your NFT will be updated to reflect the new, smaller percentage of the asset you still hold.