Table of contents

General
Personal Account
Corporate Account
Charity Account
Data protection and security
Dispute resolution
Other provisions

GENERAL

Our role

We believe more change happens when people with different backgrounds, perspectives and goals join forces to fund social and environmental change. The purpose of the WhatRocks Service is to bring together Individuals, Corporations, and Charities and help them raise donations pursuant to our Community Guidelines.

As a regulated financial service company, we are required to identify Corporations and Charities on the Service. This ensures we remain in compliance with KYC (“Know Your Customer”), AML (“Anti-Money Laundering”) and CTF (“Counter-Terrorism Financing”) laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer digital the Service to all our Members. WhatRocks collects and verifies KYC and AML information about Corporations and Charities in order to: (1) protect WhatRocks and the WhatRocks Service from fraudulent users, and (2) to keep appropriate records of WhatRocks’ customers but we do not otherwise monitor, verify, or perform any background check on Corporations, or Charities.

We merely provide a Service to empower Individuals financially with Digital Tokens so they can donate to the Charities of their choice or buy Giveback Items. When these Digital Tokens are used to purchase Giveback Items, they are donated to the Charity of the Merchant’s choice.

Targeted marketing and advertising

To enable Individuals, Corporations and Charities individually and collectively redefine the value exchange between Individuals and Corporations in a way that establishes a new social contract that generates new revenues for Charities, you understand and agree to the use of your personal data pursuant to the Privacy Policy in order to target you with WhatRocks-enhanced marketing or advertising material and help you earn Digital Tokens when they are exposed to or when they engage or interact with such material.

If you do not agree with or you are not comfortable with any aspect of the use of your personal data, you should immediately discontinue access or use of our Service.

no endorsement

WhatRocks and WhatRocks Foundation do not endorse any Corporations and any of their products or services, or any Charities and their campaigns or causes.

The presence of the WhatRocks logo, trademarks, or taglines (“WhatRocks Material”) on any marketing or advertising material of Corporations merely informs Individuals that this material rewards them financially with Digital Tokens when they are exposed to, engage or interact with such material so they can make donations to the Charities of their choice. We do not review any marketing or advertising material that shows the WhatRocks Material.

Pursuant to our Community Guidelines, by no means does the membership of a Corporation to the WhatRocks Service, the presence of the WhatRocks Material on any marketing or advertising material of Corporations, or the sale of Giveback Items by any Corporation in the Service imply that WhatRocks or WhatRocks Foundation implicitly or explicitly endorses, approves, guarantees, certifies or vouches for:

• the narrative, messaging, or any photo, audio, or video content used insuch marketing or advertising material; or

• the accuracy of the claim asserted in such marketing or advertising material; or

• the products or services promoted in such marketing or advertising material; or

• the Giveback Items listed in the Service; or

• the course of action and conduct of any Corporation that uses the WhatRocks Material in such marketing or advertising material.

Pursuant to our Community Guidelines, by no means does the membership of a Charity to the WhatRocks Service and the ability for such Charity to raise donations in the Service imply that WhatRocks or WhatRocks Foundation implicitly or explicitly endorses, approves, guarantees, certifies or vouches for:

• the social or environmental agenda of the Charity;

• the course of action and conduct of the Charity;

• the use of proceeds by the Charity from the donations raised.

Access to the Service

To access the Service, you must have the necessary equipment (such as a smartphone or a computer) and the associated telecommunication service subscriptions to access the Internet. Access to the Service may become degraded or unavailable during times of significant volume of traffic or transactions. This could result in the inability to buy, sell, earn, spend, or donate Digital Tokens for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the Service will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. WhatRocks shall not be liable for any losses or damages resulting from or arising out of transaction delays. While we’re working hard to build an amazing Service for free for people everywhere, we can’t make you any promises that it will always work perfectly or that we’ll maintain all our Service forever.

Registration of WhatRocks account

Users of our Service (“Members”) including Individuals, Corporations and Charities are required to register to the WhatRocks Service in order to open their Member account (“WhatRocks Account”) with the associated digital wallet for holding Digital Tokens (“Wallet”) and to tie all their activities on the Service to this account including but not limited to credits and debits to their Wallet, the creation of or participation in fundraisers, the post, view and sale of Giveback Items, and their engagement with personal contacts in the Service to send or respond to invitations to go to a local party or event or to participate in a in-app fundraiser. Fundraisers, Giveback Items and data on some of our Service is viewable to non-registered users (“Visitors”).

To become a Member, you are asked to create an account either as (1) an individual ("Personal Account”), (2) a company that operates as a for-profit organization (“Corporate Account”), or (3) a charity that operates as a non-profit organization or a social enterprise that operates as a for-profit organization with a social or environmental purpose (“Charity Account").

If, to the extent permitted by WhatRocks from time to time, you grant express permission to a third-party to access or connect to your WhatRocks Account, you acknowledge that granting permission to a third-party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any third-party with access to your WhatRocks Account. Further, you acknowledge and agree that you will not hold WhatRocks responsible for, and will indemnify WhatRocks from, any liability arising out of or related to any act or omission of any third-party with access to your WhatRocks Account. You may change or remove permissions granted by you to third parties with respect to your WhatRocks Account at any time through the Settings of your account.

By using a WhatRocks Account, you agree and represent that you will use WhatRocks only for yourself or on behalf of a legal entity for which you hereby represent and warrant that you are an authorized representative, with the authority to legally bind such entity and do hereby legally bind such entity to these Terms. You are fully responsible for all activity that occurs under your WhatRocks Account.

Subject to these Terms, we grant you without charge a limited, non-exclusive, non-transferable, non-sublicensable, non-exchangeable, revocable, royalty-free license to access and use the Service and related content, materials, information solely for purposes approved by WhatRocks from time to time. Any other use of the Service or Content is expressly prohibited.

This license agreement permits you to use the Service subject to certain conditions, rights and obligations set forth herein. We may, in our sole discretion and in compliance with the Community Guidelines, refuse to open a WhatRocks Account, or limit the number of WhatRocks Accounts that you may restrict, hold, suspend, remove, cancel or terminate any WhatRocks Account, or the use of Digital Tokens in your account.

Supported digital currencies

Your Wallet associated with your WhatRocks Account is intended solely for proper use of Digital Tokens based on an existing blockchain, exclusively issued by WhatRocks and used in the Service. Although Digital Tokens have a fixed value, WhatRocks may change the applicable exchange rate in fiat currency from time to time to adjust to the market value of the underlying cryptocurrency. 

Your Wallet allows you to store, track, transfer, and manage your balances of Digital Tokens and shows credit and debit transactions for the Digital Tokens, and the available balance of Digital Tokens for you to use.

Unless specifically and officially announced by WhatRocks, the Service excludes all other protocols and/or functionality which supplement or interact with the Digital Tokens. This exclusion includes but is not limited to: metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with the Digital Tokens.

Under no circumstances should you attempt to use your Wallet to store, send, request, or receive digital currencies we do not support or to engage in any other type of transaction or functionality involving any such protocol as WhatRocks is not configured to detect, secure, or process these transactions and functionality. Any such attempted transactions will fail. You acknowledge and agree that supplemental protocols are excluded from the supported digital currencies and that WhatRocks has no liability for any losses related to supplemental protocols.

You acknowledge that Digital Tokens are not subject to protections or insurance of any kind provided by the Canadian Deposit Insurance Corporation or the Canadian Investor Protection Fund.

We do not own or control the underlying software protocols which govern the operation of the Digital Tokens supported by the Service. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations.

In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Tokens you store in your Wallet. WhatRocks does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by WhatRocks in determining whether to continue to use a WhatRocks Account for the affected supported digital currencies. In the event of any such operational change, WhatRocks reserves the right to take such steps as may be necessary to protect the security and safety of assets held on the Service, including temporarily suspending operations for the involved digital currency(ies), and other necessary steps; WhatRocks will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of WhatRocks’ control and may occur without notice to WhatRocks. WhatRocks’ response to any material operating change is subject to its sole discretion and includes deciding not to support any new digital currency, fork, or other actions. You acknowledge and accept the risks of operating changes to digital currency protocols and agree that WhatRocks is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that WhatRocks has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported currencies or protocols.

Transaction and ownership

Transfers of (including rewards to Individuals and donations to Charities) and payments in Digital Tokens are collectively referred to herein as “Transactions”. Title to Digital Tokens held on your account shall at all times remain with you and shall not transfer to WhatRocks. As the owner of Digital Tokens in your Wallet, you shall bear all risk of loss of such Digital Tokens. WhatRocks does not represent or treat assets in your Wallet as belonging to WhatRocks. WhatRocks does not grant any security interest in the Digital Tokens held in your Wallet.

primary market and secondary market

Primary market

The Digital Tokens used in the Service are issued and sold exclusively by WhatRocks to Corporations on a private primary marketplace (“Primary Market”) in the Service and are not listed on any public cryptoassets trading platforms. To purchase Digital Tokens, Corporations place respectively buy orders on the Primary Market that WhatRocks matches by issuing the corresponding number of Digital Tokens at a fixed exchange rate.

Individuals with a Personal Account are strictly prohibited from accessing the Primary Market and from trading Digital Tokens.

Secondary market

The Digital Tokens are traded in the Service in a separate private secondary marketplace (“Secondary Market”) that is exclusively accessible to Members with a Corporate Account or a Charity Account. Charities are the exclusive resellers of already issued Digital Tokens to Corporations. To trade Digital Tokens, Corporations and Charities place respectively buy orders and sell orders of Digital Tokens on the Marketplace at a fixed exchange rate. WhatRocks does not transact on behalf of Corporations or Charities as it merely provides a Secondary Market where Corporations and Charities may trade Digital Tokens.

Individuals with a Personal Account are strictly prohibited from accessing the Secondary Market and from trading Digital Tokens.

Trading rules

Pursuant to the governance established by WhatRocks Foundation, buy orders from Corporations are matched in priority with one or multiple sell orders from Charities on the secondary market to allow Charities to cash out in fiat currency and fund their charitable activities. If the supply of Digital Tokens from Charities is inferior to the demand of Digital Tokens from Corporations on the secondary market, the unmet demand of Digital Tokens from Corporations is automatically directed to the primary market where WhatRocks may issue and sell the requested Digital Tokens to the complete the Corporations’ buy orders.

The MARKETPLACE FOR GOOD

The Service includes a marketplace for good (“Marketplace”) that operates as an open platform for any Member to post and sell Giveback Items. The Digital Tokens used as payment for purchases in the Marketplace are donated directly to the Charity nominated by the Merchant.

Selling Giveback Items

The Marketplace enables you (“Merchant”) to post and sell Giveback Items that comply with the Community Guidelines including but not limited to products, services and promo codes which may require Individuals to complete or finalize the transaction separately for free or for an additional fee, as determined by the Merchant.

As a Merchant, you shall be solely responsible for what you post and sell in the Marketplace and for keeping your Giveback Items at all times in compliance with our Community Guidelines, the intellectual property rights of others, and the applicable law. You shall also be solely responsible for such Giveback Items, including but not limited to the accuracy of the information, any participation requirements, obtaining any and all necessary authorizations, permits and waivers. You shall be solely responsible for determining (1) the nature and characteristics of your Giveback Items, (2) the eligibility, validity, and restrictions pertaining to the purchase and the use of your Giveback Items, (3) the price in Digital Tokens to be paid by Individuals for your Giveback Items, (4) if need be, the separate collection of any additional fees to complete or finalize the Individual’s purchase (including but not limited to the redemption of promo codes purchased in the Marketplace), (5) the shipping conditions, (6) the cancellation policy, and (7) the refund policy.

You may establish without charge a page in the Marketplace that provides details and information about your Giveback Item (including but not limited to the time, date, place, minimum spend, limited supply, price in Digital Tokens, and the nominated beneficiary Charity that will receive the Digital Tokens as donations) and that provides the ability to collect Digital Tokens from Individuals as payment for the Giveback Items you sell in the Marketplace.

Terms of Sale

All sales of Giveback Items processed in the Marketplace are final, personal, non-transferrable, non-refundable, non-cancellable, non-reversible and non-exchangeable.

The proceeds from the sale of Giveback Items to Individuals, minus any applicable blockchain fees that apply on each Transaction, are credited to the Wallet of the beneficiary Charity nominated by the Merchant. WhatRocks may change these blockchain fees from time to time to adjust to the fees charged by the underlying software protocols.

You hereby represent and warrant that you have all rights necessary to post and sell the Giveback Items or to associate the Giveback Items with the Events. If you are posting and selling Giveback Items on behalf of an entity, you hereby represent and warrant that you are an authorized representative of such entity, with the authority to legally post and sell these Giveback Items and do hereby legally bind such entity to these Terms.

You must indemnify, defend and hold harmless WhatRocks, its board members, officers, employees and agents from and against any and all claims (including third-party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from any breach of these terms of sale by you or any of your employees.

Buying Giveback Items

The Marketplace enables you (“Customer”) to view and purchase Giveback Items that comply with the Community Guidelines including but not limited to tickets and promo codes to public events, such as concerts, festivals, exhibitions, parties, movie premieres, charity events including marathons, walks, rides, and other similar events (collectively, "Events") which may require participants to register separately for free or for an additional fee, as determined by the Merchant.

When you buy an event ticket from a Merchant in the Marketplace, you are registered for the associated Event: the debit transaction will show in the transaction list in your Wallet and you will receive your event ticket under the form of a single-use QR code or equivalent proof of purchase in your Wallet. You may have to finalize your registration for this Event separately on the ticketing platform of the Merchant’s choice.

When you buy a promo code for an Event from a Merchant in the Marketplace, the debit transaction will show in the transaction list in your Wallet and you will receive your promo code in your Wallet for you to redeem when you buy the event ticket with a discount on the ticketing platform of the Merchant’s choice.

All purchases of Giveback Items processed in the Marketplace are final, personal, non-transferrable, non-refundable, non-cancellable, non-reversible and non-exchangeable.

Customer support

The Merchant shall be solely responsible for deal with Customers. WhatRocks is not responsible for handling or communicating a Merchant’s inability to fulfill the order, order cancellation, refund policy or processing refunds, including without limitation for any errors processing a refund, the failure to provide a refund, or to communicate about a refund, or any chargebacks related to a refund. Customers should contact you concerning a refund.

Content and copyright

The Service including but not limited to the pages of Giveback Items, Fundraisers and Charities represent the many social and environmental causes of millions of people around the world.

Ownership of Content you post

When you are using the Service, you may have the opportunity to post, stream, transmit or otherwise provide text, photos, images, logos, videos, or other content or information (collectively, the "Content") associated with your WhatRocks Account, your Giveback Items, your Fundraisers, or your Charity.

By submitting your Content to WhatRocks, you retain full and exclusive ownership of Content you post and you hereby (1) represent and warrant that you have all the rights, power and authority necessary to authorize us to use and share any Content that you submit with no compensation paid to you, and (2) grant WhatRocks a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, fully sublicensable right through multiple tiers (and waive all moral rights) and license to use, license, distribute, reproduce, modify, adapt, re-format, publicly perform, publicly display, create derivative works of, and otherwise commercially or non-commercially exploit in any manner in the context of the Service, and communicate to the public, your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in your Content and to sublicense the foregoing rights.

You warrant that the holder of any worldwide intellectual property right, including moral rights, in your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. In addition, you represent and warrant that you will not provide Content that is obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, or infringes any third-party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy or otherwise violates these Terms or any Applicable Laws.

WhatRocks shall have the right, but no obligation, to monitor Content and other features of the Service to determine compliance with these Terms and any other operating rules we establish. WhatRocks shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted through the Service. We do not systematically or thoroughly control any Content that you or other Users may provide.

Under no circumstances will WhatRocks be liable for any loss or damage of any kind caused by reliance on information obtained through Content of the Service. WhatRocks is not responsible for any offensive, defamatory, obscene content or any other posting made through the Service. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in WhatRocks’ sole discretion is inappropriate, objectionable or in violation of these Terms. Any User who feels that a posted message is objectionable is encouraged use the Contact Centre.

As a provider of an interactive computing service, WhatRocks expressly reserves its rights to not be treated as the publisher or speaker of any information provided by another information content provider through the Service.

Content accuracy

Content posted in the Service by Users comes from people, organizations and other various sources. Although we intend to provide accurate and timely information on the Service, WhatRocks is not responsible for the Content of our Users, and we do not monitor User Content.

The Service (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and Service.

We make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any User Content nor do we endorse any Giveback Items or Fundraisers or support any views, opinions, recommendations, or advice that may be posted by Users. You acknowledge that certain Merchants or Fundraiser starters may have commercial interests in their campaigns. We do not monitor or review Giveback Items or Fundraisers or other Content submitted by Users, or evaluate them for compliance with foreign or domestic laws and regulations. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Service are your sole responsibility and we shall have no liability for such decisions. You therefore use the Service and rely on any Content you find at your own risk.

WhatRocks is not responsible, and shall not be liable, for any Member’s or other Visitor’s use of any Content. In the event that you, or any entity you represent, receives Content in connection with your use of the Service, you represent, warrant and covenant that you shall only use such Content in accordance with these Terms and all Applicable Laws.

 Without limiting the foregoing, WhatRocks neither endorses nor makes no representations or warranties to the accuracy, quality, integrity, completeness, or validity of any information including but not limited to the description of Charities, Giveback Items, or Fundraisers.

Privacy of others

If you receive information about another Member through the Service, you must keep the information confidential and only use it in connection with the Service. You may not disclose or distribute a Member’s information to a third-party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the Member’s express consent to do so. You may not send unsolicited email or message to a Member through the Service.

Links out

Links to third-party materials (including without limitation websites) may be provided merely as a convenience but are not controlled, monitored or reviewed by WhatRocks. You acknowledge and agree that, except for information, products or service clearly identified as being supplied by WhatRocks, we do not operate, control, endorse, or make any representations about any aspect of the information, content, or service contained in any third-party materials or on any third-party websites accessible or linked to the Service.

WhatRocks has no responsibility for the content or any other aspect of such other websites including their collection of information about you, and shall not be liable for any damages or injury arising from the content from these other websites or from or any results that may be obtained from using these other websites. You should also read their terms and conditions and privacy policies. If you decide to access any of these other websites linked to the Service, you do so entirely at your own risk.

Public content

The Content you submit on the Service is not confidential: Any Content you submit or post on the Service is likely to be publicly available, including the Giveback Items and the Fundraisers in the Service. If you are concerned about other WhatRocks Service members, or people you don’t know, seeing a particular Giveback Item or other Content of yours, please do not post it. If you do not wish to have your name publicly displayed in connection with a particular Fundraiser, please do not participate in it. Please check out our Privacy Policy for more details on information we collect and share when you use the Service.

Sharing content

Except in very limited circumstances where we’ll expressly ask you not to, we encourage you to link to, post to social media and third-party services, such as Facebook or Twitter, share via email, or otherwise copy and share Giveback Items and Fundraisers of interest to you as well as your donations to Charities or Fundraisers, but only for informational, non-commercial purposes. If you share another Member’s Giveback Items and Fundraisers, you may not make any modifications, and you may not remove any attributions. When you post Content to any third-party service through the features and functionalities of our Service (such as our apps or API), you will be subject to the terms of that third-party service. If you want to remove any Giveback Item, Fundraiser or content from a third-party service, you should contact that third-party service and request removal directly from them.

No user content storage

The Service is not a content-archiving service. WhatRocks do not promise to store or make available on our Service any Content that you or other users may post for any length of time. You are solely responsible for keeping backups of everything you post on the Service.

Content violation

If you find any Content that violates our Community Guidelines, please report such Content in the Service or to the WhatRocks Contact Centre.

You cannot post any Content that violates applicable local or national laws of your country, international laws or regulations, or the Community Guidelines. You are solely responsible for any Content you post via the Service and for the consequences of posting it.

 If we are put on notice that your Content violates the law or the rights of others (for example, if it is established that it is defamatory or violates privacy, intellectual property or publicity rights or others), if we discover that your Content violates our Community Guidelines, or if we believe your Content is inappropriate or objectionable, we may remove it from our Service, or we may make edits to bring your Content into compliance. In the vast majority of cases, we will notify you and try to work with you to fix the issue before we take any of these actions (but we are not obligated to).

Copyright infringement

WhatRocks respects the intellectual property rights of others and requires Users of the Service do the same. WhatRocks may, in appropriate circumstances and at our discretion, remove or disable access to material on the Service that infringes upon the copyright rights of others. WhatRocks also may, at our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity.

In the event that Users repeatedly infringe on others' copyrights, WhatRocks may in its sole discretion restrict, hold, suspend, remove, cancel or terminate their WhatRocks Account. If you believe that your work has been used on our Service in any manner that constitutes copyright infringement, please notify WhatRocks with a written notice that should include the following information:

a.    An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;

b.    A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;

c.    Identification of the location on the Service of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;

d.    Your name, address, telephone number and email address;

e.    A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and a statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner's behalf.

You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Service or Content in whole or in part. WhatRocks, Rocks™, and all WhatRocks Material related to the Service or displayed on the Service are either trademarks or registered marks of WhatRocks or its licensors. You may not copy, imitate or use them without WhatRocks’ prior written consent, except to the extent otherwise expressly set forth herein.

Promotions

From time to time, WhatRocks may make available special offers or conduct promotions for qualifying Members including donation matching programs. Subject to applicable laws, WhatRocks may establish qualifying criteria to participate in any special promotion its sole discretion. WhatRocks may revoke any special offer at any time without notice. Once Digital Tokens have been deposited in a Member’s Wallet, the Digital Tokens become the property of the Member with all applicable property rights, including those noted in these Terms. WhatRocks shall have no obligation to make special offers available to all Members. WhatRocks makes no recommendation and does not provide any advice about the value or utility of any Digital Token subject to a promotion.

New user incentives

From time to time, WhatRocks may make new User incentives available exclusively to new Members who have not previously opened their WhatRocks account. New user incentives will appear in a new user’s account following WhatRocks’ verification of such User’s eligibility. WhatRocks will verify a User’s eligibility based on its internal guidelines and governing regulations, in its sole discretion. New user incentives are subject to the user agreement and are not guaranteed, even upon successful verification of a User’s eligibility. New users who were referred to WhatRocks through the Referral Program or who have previously opened an account using different contact information are ineligible to receive new User incentives. WhatRocks may update the conditions for eligibility at any time, in its sole discretion.

InactivITY period of account

As any financial ecosystem, the Service needs Digital Tokens to continuously circulate between Members to operate smoothly, seamlessly and efficiently and serve its purpose of funding Charities. If you are holding Digital Tokens in your Wallet, and WhatRocks has no record of any debit transactions from your Wallet for the past 12 consecutive months (“Inactivity Period of Account”), the available balance of Digital Tokens in your Wallet may be transferred to a pool of Digital Tokens managed by WhatRocks and used for programs including but not limited to promotions and new User incentives in view to make them circulate again between Members of the WhatRocks Service.

Account security

You are responsible for creating a strong password and maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Service. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your WhatRocks Account by third-parties and the loss or theft of any Digital Token and/or funds held in your WhatRocks Account and any associated accounts. You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. You should never allow remote access or share your computer or mobile screen with someone else when you are logged on to your WhatRocks Account. WhatRocks will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of WhatRocks and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your WhatRocks Account information has been compromised, contact WhatRocks Support immediately at the Contact Centre.

Taxes

WhatRocks makes no representation as to whether all or any portion of your Transactions in the Service (including but not limited to the purchases of Digital Tokens by Corporations, the sale of Digital Tokens by Charities, the donations of Digital Tokens by Individuals or Corporations to Charities or in Fundraisers, and the purchases of Giveback Items in the Marketplace by Individuals) are tax deductible or eligible for tax credits.

WhatRocks does not withhold funds for tax purposes or otherwise. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any Transactions you conduct through the Service (including but not limited to the Digital Tokens you trade or the Giveback Items you sell), and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities based on applicable international, national, federal, provincial, state, local or any other taxes or levies with respect to the characterization on any applicable tax return of any donation, purchase or sale by you. You will be responsible for any applicable taxes based on their net income or gross receipts (if any). Your transaction history is available through your WhatRocks Account. WhatRocks does not issue tax receipts or donation receipts.

You should consult your tax advisor as to the eligibility for any tax break and to the amount of your donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your donation.

Ownership and intellectual property of the service

The Service and all technology underlying the same with the exception of the blockchain are expressly owned and operated by WhatRocks. Unless otherwise noted, all right, title, and interest in and to the design and content features on the Service, including without limitation: information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, our existing or future software applications, APIs, URLs, databases, and the like, as well as the selection, assembly and arrangement thereof (collectively, the "Service"), are and will remain owned by WhatRocks, its subsidiaries and related entities if any, or are licensed by WhatRocks from third parties. The Service, as a whole and in part, are protected by copyright, trademark, service mark, trade name, logotype and other intellectual property and proprietary rights, and all other applicable rights are reserved ("Marks").

The Marks displayed on the Service are registered trademarks of their respective owners, are the property of their respective owners, and/or are protected by Canadian and international trademark laws and/or common law. WhatRocks is the exclusive, worldwide licensee of the WhatRocks Material owned by WhatRocks Foundation. The uses of these Marks are exclusively restricted to the marketing or advertising material of Corporations that reward Individuals with Digital Tokens when they are exposed to, engage or interact with such material. Any other use by Individuals, Corporations, Charities or any other third party for any personal, corporate, commercial or non-commercial gain constitutes an immediate infringement of the intellectual property rights of WhatRocks Foundation and is strictly forbidden. WhatRocks and WhatRocks Foundation reserve the right to legally enforce any infringement of their intellectual property rights, including criminal prosecution. Unless otherwise provided herein, the use of the Marks is prohibited without WhatRocks’ express written consent except as permitted by applicable laws. Nothing contained in these Terms or in the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without WhatRocks’ express written consent.

No portion of the Service may be reprinted, republished, modified, or distributed in any form without WhatRocks’ express written permission. You may not, and these Terms do not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Service.

You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Service, or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Service or in the original Site Information on any authorized copy you make of the Service or the Site Information. Our Service is protected by copyright, trademark, and other laws of both Canada and foreign countries. Nothing gives you a right to use the WhatRocks name or any of the WhatRocks Material, domain names, and other distinctive brand features.

WhatRocks and WhatRocks Foundation agree to indemnify, defend and hold you harmless from and against any action, claim, or damage asserted against you by a third party (including reasonable costs and attorney's fees), other than any action, claim or damage to the extent due to your negligence or willful misconduct, arising out of or relating to: any claim for infringement of any intellectual property rights (including patents, trade secrets, copyright and trademarks) provided to you by WhatRocks or WhatRocks Foundation.

Use of the service

TO THE FULL EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" WITH ALL FAULTS WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED. Your use of the Service is at your own risk. The Service may contain errors or omission, or may be out of date. The Service may, without prior notice, change, be deleted or updated at any time.

As a condition of your use of the Service, you promise to:

a.    Use the Service and any information or Content received in connection with the Service in compliance with these Terms and all Applicable Laws;

b.    Use the Service so as not to damage, disable, overburden or impair the Service, our networks or systems and not to interfere with any others' legal rights or use or enjoyment of the service; and

c.     Not engage in, or encourage, promote, facilitate or instruct others to engage in, activities which, in our judgment and discretion: (1) are illegal; (2) result in the infringement of the intellectual property rights of others or libel or defamation of any third party; or (3) harvest or otherwise collect information about others (such as e-mail addresses or other personally identifiable information) without their consent.

You may not do any of the following while accessing or using the Service:

a.       access, tamper with, or use non-public areas of the Service, WhatRocks computer systems, or the technical delivery systems of WhatRocks’ service providers.

b.       disable, interfere with, or try to circumvent any of the features of the Service related to security or probe, scan, or test the vulnerability of any of our systems.

c.       copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Service.

d.       access or search or attempt to access or search our Service by any means (automated or otherwise) other than through our currently available search functionalities that are provided via our website, mobile apps or API (and only pursuant to those API terms and conditions). Crawling the Service is permissible if done in accordance with the provisions of the robots.txt file; however, scraping the Service, platforms and databases is expressly prohibited unless authorized in a written agreement between you and WhatRocks.

e.       in any way use the Service to send altered, deceptive or false source-identifying information (such as sending email communications falsely appearing as WhatRocks); or (v) interfere with, or disrupt, (or attempt to do so), the access of any User, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or in any other manner interfering with or creating an undue burden on the Service.

Prohibited use

In connection with your use of the Service, and your interactions with other Members, and third parties you agree and represent you will not engage in any prohibited use (“Prohibited Use”) in conflict with our Terms or our Community Guidelines. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to restrict, hold, suspend, remove, cancel or terminate your WhatRocks Account and the pertaining licenses and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your WhatRocks Account is associated with such prohibited use.

You also agree that you will not:

a.    use another Member’s account or Wallet without permission, impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity, misrepresent a Corporation, a Charity, a Giveback Item, or Fundraiser through the Service,

b.    post Content that is in any way obscene, indecent, defamatory, libelous, unlawfully threatening or unlawfully harassing, violates any Applicable Laws or infringes, misappropriates or violates any third-party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

c.    post Content in any inappropriate category or areas on the Service;

d.    create any liability for WhatRocks or cause us to lose (in whole or in part) the Service of our Internet Service Provider(s), web hosting company or any other vendors or suppliers;

e.    engage in any conduct that, in WhatRocks’ sole judgment and discretion, restricts or inhibits any other user from using or enjoying the Service;

f.      interfere with or disrupt any servers or networks used to provide the Service or their respective features, or disobey any requirements, procedures, policies or regulations of the networks WhatRocks uses to provide the Service;

g.    gain unauthorized access to the Service, or any account, computer system, or network connected to this Service, by any unauthorized or illegal means;

h.    obtain or attempt to obtain any materials or information not intentionally made available through the Service;

i.      use the Service to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising, except that using the Service for fundraising activities in accordance with these Terms is expressly permitted;

j.      engage in advertising or commercial solicitation of any product or service without WhatRocks written consent, except that using the Service for fundraising activities in accordance with these Terms is expressly permitted;

k.    collect, harvest or publish any personally identifiable data (including but not limited to names or other account information) from the Service in a manner not permitted by these Terms, or use the communication systems provided by the Service for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;

l.      post any identification documents or sensitive information about another person;

m.  create a Fundraiser with a purpose in contradiction with our Community Guidelines or involving legal disputes or legal issues;

n.    use any automated system including but not limited to robots, spiders, scrapers, offline readers, and data mining techniques to access the Service or for any purpose without WhatRocks’ prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Service or for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (WhatRocks reserves the right to revoke these exceptions either generally or in specific cases); in any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Service or Content including but not limited to, use on a mirrored, competitive, or third-party site;

o.    transmit more request messages through the Service in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;

p.    undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Service; or

q.    attempt to indirectly undertake any of the foregoing.

Restriction, suspension, termination and cancellation

WhatRocks may: (1) restrict, hold, suspend, remove, cancel or terminate your access to any or all of the Service, and/or (2) deactivate or cancel your WhatRocks Account(s) for repeated, material or major offenses including:

a.    You are impersonating any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity;

b.    We are so required by a facially valid subpoena, court order, or binding order of law enforcement or government agencies,  

c.    We reasonably suspect you of using your WhatRocks Account in connection with a Prohibited Use or of engaging in fraudulent or illegal activities;

d.    Use of your WhatRocks Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;

e.    You are unlawfully using the WhatRocks Material including but not limited to context unrelated to the Service;

f. You are failing to enforce your obligation to credit the Individual’s Wallet with Digital Tokens for any reason although they were exposed to, or engage or interact with your WhatRocks-enhanced marketing or advertising material;

g. You are misrepresenting the Giveback Items you sell in the Marketplace or the Fundraisers you start;

h.    Our service partners are unable to support your use including for unexpected technical issues or problems;

i.    You take any action that WhatRocks deems as circumventing WhatRocks’ controls, including, but not limited to, opening multiple WhatRocks Accounts or abusing promotions which WhatRocks may offer from time to time;

j.    You are infringing the copyrights of any third-party;

k.     Your failure to pay any fees when due; or

l.    For an extended period of inactivity.

If WhatRocks restricts, holds, suspends, cancels, or terminates your Account, or terminates your use of the Service for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits WhatRocks from providing you with such notice. You acknowledge that WhatRocks’ decision to take certain actions, including restricting, holding, suspending, cancelling, or terminating your Account, may be based on confidential criteria that are essential to WhatRocks’ risk management and security protocols. You agree that WhatRocks is under no obligation to disclose the details of its risk management and security procedures to you.

 Upon any such termination, you will be permitted to transfer Digital Tokens or funds associated with your Wallet and/or your Fiat Wallet for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the applicable law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. Unless other specific provisions have expressly been made, you may cancel your WhatRocks Account at any time and without charge by withdrawing all balances. Corporations and Charities that cancel their WhatRocks Account will be required to pay any outstanding amounts owed to WhatRocks, including but not limited to the reimbursement of any banking fees and blockchain costs paid by WhatRocks for the creation and management of the WhatRocks Account. You authorize us to cancel or suspend any pending transactions at the time of cancellation. We may delete your account, passwords and Content and we may prevent you from further access to the Service and use of our Service. Your Content may still be available on the Service even if your account is held, suspended, removed, cancelled, or suspended. You agree that we will have no liability to you or any third-party for termination of your account, removal of your Content or blocking of your access to our Service.

RelationSHIP of the parties

WhatRocks is an independent contractor for all purposes. Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, you and WhatRocks to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or WhatRocks to be treated as the agent of the other.

Amendments

We reserve the right to amend or modify these Terms at any time by posting the revised terms on the Service and/or providing a copy to you (the “Revised Terms”). The Revised Terms shall be effective as of the time it is posted at the top of these Terms of Use. Your continued use of the Service after the posting of the Revised Terms constitutes your acceptance of such Revised Terms. If you object to any changes or modifications, your sole and exclusive remedy is to terminate your use of the Service and close your account immediately. You agree that we shall not be liable to you or any third-party for any modification or termination of the Service, or restriction, suspension, removal, cancellation or termination of your access to the Service, except to the extent otherwise expressly set forth herein.

Personal account

Account setup

Eligibility

To use the Service as a Member, you must: (1) be over the age of majority in the jurisdiction in which you live (i.e. at least 18, and in some cases 19 years old) or, if you are a minor over the age of 13 (or 16 in Europe), you may only use the Service with the permission and supervision of your parent or legal guardian to have full legal capacity and sufficient authorizations to enter into these Terms; (2) be registered with us (to the extent required) and not have been previously restricted, held, suspended, removed cancelled or terminated by us; and (3) not be using another Member’s Account without her/his permission. If we discover that you have created an Account and you are younger than the eligible age, we will terminate your Account.

Username, avatar, and password

To create a Personal Account, you are required to provide a username, a valid email address, a password, and an avatar to use the Service as an Individual. By selecting a username, avatar, referral code, or URL, you agree that you will not select or use a name or referral code (a) of another person with the intent to impersonate that person; (b) subject to the rights of any person without authorization; (c) in violation of the intellectual property rights of any person; or (d) that WhatRocks, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit WhatRocks to identify you by your username (which may be a pseudonym although we recommend you use your real name so your contacts in the WhatRocks Service identify you more easily).

In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. See our Privacy Policy for how we treat your data.

You acknowledge and agree that you shall have no ownership or other property interest in your WhatRocks Account, and/or username and/or avatar and/or referral code and/or URL, and you further acknowledge and agree that all rights in and to your WhatRocks Account, username, avatar, referral code, or URL are and shall forever be owned by and inure to the benefit of WhatRocks. WhatRocks has the right to reclaim any account, username, avatar, referral code, or URL for any reason.

You agree to: (a) provide accurate and complete information as prompted on the Service; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or WhatRocks has reasonable grounds to suspect that such information is inaccurate, WhatRocks may restrict, hold, suspend, remove, cancel or terminate your use of the Service and/or decline to permit your continued use of the Service and future access to the Service.

You have complete responsibility for your WhatRocks Account and all activity associated with your WhatRocks Account, including for any harm or damage (to us or anyone else) caused by someone using your WhatRocks Account without your permission. This means you need to keep your password confidential and safe. You may not transfer your WhatRocks Account to someone else or use someone else’s account without their permission. Inform us immediately upon learning that someone else may be using your WhatRocks Account without your permission by contacting us through our Contact Centre.

Your Wallet

WhatRocks licenses the Wallet to you on a personal, non-exclusive, royalty-free, non-transferable, worldwide-basis, for the purpose of holding and transferring Digital Tokens. You are not permitted to re-distribute the Wallet, modify any code or use any Content of your Wallet as part of any other software or project of any kind. You must obtain the written permission of WhatRocks before acting contrary to copyright law or the terms of this clause.

The Wallet is provided to you at no cost, "as-is" and without any warranty whatsoever, to the maximum extent permissible by law. Without limiting the generality of the foregoing, WhatRocks does not warrant that the Wallet is fit for your use, even if you have previously provided notice of your intended purpose, and does not warrant that the Wallet will operate in a bug-free manner. This license agreement permits you to use the WhatRocks Wallet without charge subject to certain conditions, rights and obligations.

Your Wallet shows credit transactions for the Digital Tokens you receive, debit transactions for the Digital Tokens you donate or spend, and the available balance of Digital Tokens for you to use.

Private keys

You are responsible for maintaining the confidentiality of your Wallet’s private keys, recovery phrases, pin codes, or passphrases ("Private Keys") and account information, and you are responsible for all activities (whether by you or by others) that occur under your password, Private Key or WhatRocks Account. You will notify WhatRocks immediately of any unauthorized use of your password, Private Key or WhatRocks Account or any other breach of security. WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of your password, Private Key or WhatRocks Account by a third-party.

WhatRocks does not store any Private Keys for Personal Accounts. Private Keys are stored locally and encrypted on your device to process transactions. It is very important that you keep your Private Keys safely. If you lose your Private Keys then it will not be possible for WhatRocks to recover it for you and you may permanently lose access to the Digital Tokens in your Wallet.

If you do not understand the above paragraph, WhatRocks recommends that you learn more about cryptocurrencies, blockchain tokens and wallets before using the Service.

Transactions

You may use your Wallet and the Digital Tokens it holds only to (1) receive Digital Tokens as rewards from Corporations for being exposed to, engaging or interacting with WhatRocks-enhanced marketing or advertising material, and (2) transfer Digital Tokens as donations to Charities or as payment for Giveback Items to Merchants.

Any other use of your Wallet and of your Digital Tokens is strictly prohibited including but not limited to selling, transferring, exchanging, lending, redeeming, or trading your Digital Tokens against any fiat currency or cryptocurrency.

By using the Service, you understand and agree that WhatRocks shall not be responsible for the use of your donations in Digital Tokens, of the amount of funds raised in your Fundraiser or from the sale of your Giveback Items.

1. Earning Digital Tokens as rewards.

Through the Service, we may provide you the ability to receive Digital Tokens credited to your Wallet as financial rewards from Corporations for being exposed to, engaging or interacting with the Corporations’ WhatRocks-enhanced marketing or advertising material including but not limited to the following examples:

• When you see a WhatRocks-enhanced display ad on the web

• When you watch in part or entirely a WhatRocks-enhanced video ad on the web

• When you click on a WhatRocks-enhanced display or video ad on the web

• When you click on a WhatRocks-enhanced mobile notification

• When you visit a website or mobile application that supports WhatRocks

• When you visit a WhatRocks retail, restaurant, or venue partner

• When you sign up to a newsletter, fill in a webform or complete an online survey

• When you make an online purchase

Corporations are solely responsible to determine the forms of exposition, engagement and interactions you need to make to earn Digital Tokens and to determine the number of Digital Tokens with which you will be rewarded accordingly. You may keep track of the Digital Tokens you have received from Corporations in your Wallet.

WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of the WhatRocks Material by any Corporation or third-party, or for any Corporation’s breach of its obligation to credit your Wallet with Digital Tokens for any reason although you were exposed to, engaged or interacted with the Corporations’ WhatRocks-enhanced marketing or advertising material.

2. Donating Digital Tokens

Through the Service, we may provide you (“Donor”) the ability to donate your Digital Tokens to the Charities of your choice from the list available in your Wallet or to the Fundraisers organized by any Member to the benefit of the Charity of the Member’s choice.

As a Donor, you are subject to the following additional terms:

a.     Donations are at your own risk. When you make a donation to a Charity or a Fundraiser, it is your responsibility to understand who you are donating to and how your Donation will be used. WhatRocks does not warrant that donations will be used for any particular purpose and is not responsible for any misuse of the donations. WhatRocks is not responsible for any rewards, promotions, Events, or any other offers or promises made by Charities or Fundraiser organizers in exchange for donations.

b. You are not permitted to impose any restrictions on the use of your donations or of the monies received by the Charity in return for redeeming their Digital Tokens against any fiat or cryptocurrency. To the extent that a Donation is made in response to an appeal for a particular program of a Charity or Fundraiser Organizer, or to the extent that a Donor purports to direct the use of Donations by a Charity or Fundraiser Organizer, any such directions shall constitute non-binding recommendations only and the Charity or Fundraiser Organizer shall have full discretion to determine how all Donations will be used.

c.     By donating Digital Tokens through the Service, you represent and warrant that any donation you make is legal in your jurisdiction and that you are authorized to use the Service. Each Donor agrees and acknowledges that: (i) all donations in Digital Tokens and the monies received by Charities from the redemption of Digital Tokens for any fiat currency or cryptocurrency are made as unrestricted gifts and may not be restricted to any particular purpose; (ii) transaction fees including applicable blockchain and banking fees that may vary from time to time will come in deduction from the amount of your Donation; (iii) all Donations are final, irrevocable, non-refundable, non-cancellable, non-reversible, non-transferrable, and non-exchangeable; (iv) and recurring Donations to your selected Charities of choice continue based on your period selection (e.g., daily, weekly, monthly), until either you or WhatRocks cancels the recurring order. WhatRocks may, at any time, terminate recurring transactions by providing notice to you.

3. Spending Digital Tokens

Through the Service, we may provide you (“Buyer”) the ability to spend your Digital Tokens to purchase Giveback Items listed in the Marketplace by Merchants. The Digital Tokens you use to make such purchases are donated to the beneficiary Charity nominated by the Merchant. These Charities may redeem these Digital Tokens for any fiat or cryptocurrency and may use these proceeds without any restrictions to any particular purpose.

As a Buyer, you are subject to the following additional terms:

a.     Purchases are at your own risk. When you are buying Giveback Items in the Marketplace, it is your responsibility to understand the product or service you are buying and the Merchant you are buying from. WhatRocks neither endorses nor makes no representations or warranties to the accuracy, quality, integrity, completeness, or validity, legality, and order fulfillment of any Giveback Items and associated purchases.

b.     By purchasing Giveback Items with your Digital Tokens through the Service, you represent and warrant that any purchase you make is legal in your jurisdiction and that you are authorized to use the Service. As a Buyer, you understand, agree and acknowledge that: (i) you may be required to finalize your purchase on the Merchant’s eCommerce website, (ii) redeem your promo code or complete your event registration on the Merchant’s ticketing platform of choice, (iii) transaction fees including without limitation applicable blockchain and banking fees that may vary from time to time will come in deduction from the amount of your purchase; (iv) all purchases are final, irrevocable, non-refundable, non-cancellable, non-reversible, non-transferrable, and non-exchangeable; and (v) the Merchant is fully, solely and exclusively responsible for all customer support, refunds, or exchanges.

Death of account holder

For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your WhatRocks Account and during this time, no transactions may be completed until: (i) your designated fiduciary has opened a new WhatRocks Account, as further described below, and the entirety of your WhatRocks Account has been transferred to such new Account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid Will or similar testamentary document will be required to open a new WhatRocks Account. If you have not designated a fiduciary, then we reserve the right to (i) treat as your fiduciary any person entitled to inherit your WhatRocks Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will, a living trust or a Small Estate Affidavit, or (ii) require an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your WhatRocks Account. Pursuant to the above, the opening of a new WhatRocks Account by a designated fiduciary is mandatory following the death of a WhatRocks Account owner, and you hereby agree that your fiduciary will be required to open a new WhatRocks Account and provide the information required in these Terms in order to gain access to the contents of your WhatRocks Account.

Corporate account

Account setup

Eligibility

To create a Corporate Account and use the Service on behalf of a legal entity, you hereby represent and warrant that (1) you have full legal capacity, sufficient authorizations and necessary rights as an official representative, with the authority to legally bind such entity and do hereby legally bind such entity to these Terms, (2) this legal entity is duly registered under applicable laws; (3) this legal entity is registered with us (to the extent required) and has not been previously held, restricted, suspended, removed, canceled or terminated by us; (4) this legal entity is in compliance with our Community Guidelines in general and with our Specific Guidelines for Corporations in particular and (5) your use of the Service will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

You are fully responsible for all activity that occurs under your WhatRocks Account.

Company name, logo and password

To create a Corporate Account, you are required to provide your Corporation’s company name and logo, the name of the SPOC (Single Point of Contact) at your Corporation, a valid email address and password to use the Service as a Corporation. By selecting a company name and any particular referral code or URL, you agree that you will not select or use a name, referral code or URL: (a) of another person or legal entity with the intent to impersonate that person or legal entity; (b) subject to the rights of any person or legal entity without authorization; (c) in violation of the intellectual property rights of any person or legal entity; or (d) that WhatRocks, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit WhatRocks to identify you by your business name (which may be a trading name).

You acknowledge and agree that you shall have no ownership or other property interest in your account, and/or referral code and/or URL, and you further acknowledge and agree that all rights in and to your account, referral code and URL are and shall forever be owned by and inure to the benefit of WhatRocks.

You are responsible for maintaining the confidentiality of your password, your Wallet’s private keys, recovery phrases, pin codes, or passphrases ("Private Keys") and account information, and you are responsible for all activities (whether by you or by others) that occur under your password, Private Key or account. You will notify WhatRocks immediately of any unauthorized use of your password, Private Key or account or any other breach of security. WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of your password, Private Key or account by a third-party. WhatRocks has the right to reclaim any referral codes or URLs for any reason.

You agree to: (a) provide accurate information as prompted on the Service; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or WhatRocks has reasonable grounds to suspect that such information is inaccurate, WhatRocks may restrict, hold, suspend, remove, cancel or terminate your use of the Service and/or decline to permit your continued use of the Service and future access to the Service.

Identity verification

During registration for your WhatRocks Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information.

In particular, the legal entity you represent must comply with the KYC (“Know Your Customer”), AML (“Anti-Money Laundering”) and CTF (“Counter-Terrorism Financing”) rules and regulations from the competent financial market authorities to open your Corporate Account by providing (1) evidence of the legal identity of your corporation to prove you are not impersonating or stealing the corporate identity of any other entity; (2) at any time and upon request from the competent authorities, the legal origin of the fiat money your legal entity uses to buy Digital Tokens;

You will need to complete certain verification procedures before you are permitted to use the Service. Your access to the Service and the limits that apply to your use of the Service, may be altered as a result of information collected about you on an ongoing basis.

To establish your Corporate Account, you are required to:

·       Verifying the corporate identity of your legal entity by submitting in writing the following information:

• Extract of your legal entity’s certificate of incorporation

• Copy a government photo ID of the SPOC at your legal entity (passport, driving license, ID card etc.)

• Photo ID of the SPOC at your organization

• Email address, phone number and date of birth of the SPOC at your legal entity

• Business address of your legal entity

• Tax ID of your entity (ex: 501(c)(3) in the US)

• in case your legal entity is not a listed company or is not owned in majority by a listed company, the first names, last names and home address of your legal entity’s beneficial owners.

Notwithstanding these minimum verification procedures for the referenced Service, WhatRocks may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use the Service including, but not limited to your legal entity’s bank account (such as the name of the bank, the account type, routing number, and account number).

In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your legal entity’s identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your legal entity’s information and the SPOC’s information may be disclosed to fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. See our Privacy Policy for how we treat your data.

Limited license

The creation of Your Corporate Account gives rise to a limited, non-exclusive, non-transferable, non-sublicensable, non-exchangeable, revocable, royalty-free, worldwide-basis license agreement without charge that permits you (“Licensee”) to use the WhatRocks Material exclusively on your marketing or advertising material in compliance with the Branding and Graphic Guidelines on the strict condition that you enforce your firm and absolute obligation to reward Individuals with Digital Tokens when they are exposed to, engage or interact with such material, and subject to certain conditions, rights and obligations set forth in the Community Guidelines.

Any unlawful use the WhatRocks Material by the Licensee or by any third party, or any failure of the Licensee to enforce its obligation to credit the Individual’s Wallet with Digital Tokens for any reason although they were exposed to, or engage or interact with WhatRocks-enhanced marketing or advertising material is a material breach of this license that may lead to the restriction, suspension, removal, cancellation or termination of your access to the Service. WhatRocks and WhatRocks Foundation reserve the right to legally enforce any infringement of their intellectual property rights, including criminal prosecution. 

WhatRocks and WhatRocks Foundation do not bear any liability or responsibility of any kind for any consequential or incidental damages in connexion with Corporations that uses the WhatRocks Material in violation of the terms of this license. The Licensee must indemnify, defend and hold harmless WhatRocks, its board members, officers, employees and agents from and against any and all claims (including third-party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from any breach of the terms of this License Agreement by the Licensee or any Licensee employee.

This clause will survive the termination or the expiration of these Terms or after your use of the Service.

Your Wallet

License

WhatRocks licenses the Wallet to you on a personal, non-exclusive, royalty-free, non-transferable, worldwide-basis, for the purpose of holding and transferring Digital Tokens. You are not permitted to re-distribute the Wallet, modify any code or use any Content of your Wallet as part of any other software or project of any kind. You must obtain the written permission of WhatRocks before acting contrary to copyright law or the terms of this clause.

The Wallet is provided to you at no cost, "as-is" and without any warranty whatsoever, to the maximum extent permissible by law. Without limiting the generality of the foregoing, WhatRocks does not warrant that the Wallet is fit for your use, even if you have previously provided notice of your intended purpose, and does not warrant that the Wallet will operate in a bug-free manner. This license agreement permits you to use the WhatRocks Wallet without charge subject to certain conditions, rights and obligations.

Private keys

You are responsible for maintaining the confidentiality of your Wallet’s private keys, recovery phrases, pin codes, or passphrases ("Private Keys") and account information, and you are responsible for all activities (whether by you or by others) that occur under your password, Private Key or account. You will notify WhatRocks immediately of any unauthorized use of your password, Private Key or account or any other breach of security. WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of your password, Private Key or account by a third-party.

WhatRocks does not store any Private Keys for Corporate Accounts. It is very important that you keep your Private Keys safely. If you lose your Private Keys then it will not be possible for WhatRocks to recover it for you and you may permanently lose access to the Digital Tokens in your Wallet. You are fully and solely responsible for the storage and hosting of your Private Keys and for all transactions that occur under your WhatRocks Account with your Private Keys. Unless you specifically and explicitly request WhatRocks in writing to provide you or a third-party contractor at your sole expense and risk with the technology for you to receive, sign and send back transactions, you agree that you have read, understand, accept and authorize that your Private Keys shall remain with you at all times and that WhatRocks merely operates as a technical service provider that uses your Private Keys under your instructions to process transactions in your name and on your behalf with no transfer of technological, legal or financial liability of any kind pertaining to your Private Keys.

If you do not understand the above paragraph, WhatRocks recommends that you learn more about cryptocurrencies, blockchain tokens and wallets before using the Service.

Wallet service

As part of your Corporate Account, WhatRocks provides qualifying users access to: (a) a fiat currency wallet (a “Fiat Wallet”) and (b) a digital wallet for holding Digital Tokens (“Wallet”). To stay focused on improving our Service and empowering our Members to create change, WhatRocks may engage third-party service providers that are not affiliated with WhatRocks to manage your wallets. Accordingly, WhatRocks expressly disclaims responsibility and liability for all service provided by any service provider, and you agree that WhatRocks will not be responsible for any loss or damage of any kind incurred as a result of those service.s When you create your Corporate Account, you agree to their terms and applicable fees.

You may credit your Fiat Wallet with fiat currency in view of purchasing Digital Tokens you will distribute as financial rewards to Individuals who see or click on your WhatRocks-enhanced marketing or advertising material. The purchased Digital Tokens are then credited to your Wallet for you to use as financial rewards to Individuals who are exposed to, engage or interact with your WhatRocks-enhanced marketing or advertising material. You are not allowed to sell, exchange, transfer or lend Digital Tokens.

Account information

You will be able to see the available balance of Digital Tokens in your Wallet as well as your Transaction history, including (1) the number of Digital Tokens purchased, (2) the applicable rate of exchange in fiat currency, (3) the corresponding amount in fiat currency, (4) a reference to the identity of your Corporation’s representative who placed each buy order of Digital Tokens, and (5) the date of each Transaction.

Transactions

Buying Digital Tokens

Digital Tokens purchases and sales on the marketplace are collectively referred to herein as “Trading Transactions”.

You can load funds into your Fiat Wallet from a valid bank account via ACH transfer or wire transfer. Your fiat balance is in a pending state and will not be credited to your Fiat Wallet until after the bank transfer has cleared, usually with 5 business days. We may debit your bank account linked with your WhatRocks Account as soon as you initiate payment. The name on your linked bank account and your wire transfer must match the name verified on your Corporate Account.

When you buy Digital Tokens on the Service, you are buying from WhatRocks on the primary market or from Charities on the secondary market. WhatRocks provides the blockchain infrastructure to facilitate that purchase between you, WhatRocks and Charities. WhatRocks does not act as the agent that transacts on your behalf.

You may buy Digital Tokens using (a) funds in your Fiat Wallet, or (b) a valid bank account in the name that matches the name on your Corporate Account (each a "Valid Payment Method"). Your purchase must follow the relevant instructions in the Service. A purchase of Digital Tokens using a Valid Payment Method generally will initiate on the business day we receive your instructions. Purchased Digital Tokens will be deposited in your Wallet as soon as funds have settled to WhatRocks or the Charities, which in the case of a bank account may take up to five business days.

Your buy orders of Digital Tokens are pending on the marketplace until the corresponding amount in fiat currency is credited to your Fiat Wallet. Although Digital Tokens have a fixed value, WhatRocks may change the applicable exchange rate in fiat currency from time to time to adjust to the market value of the underlying cryptocurrency. Once your payment in fiat currency is received on your Fiat Wallet, your buy orders are then placed on the Marketplace to be matched in priority with sell orders from Charities on the secondary market. You cannot withdraw or cancel buy orders that are placed in the Marketplace: buy orders are non-cancellable, non-exchangeable, non-refundable, non-transferable, irrevocable, and non-reversible. Once your payment in fiat currency is received on the Charities’ Fiat Wallet, their Digital Tokens are transferred to your Corporation’s Wallet.

Should the supply of Digital Tokens represented by the sell orders available on the secondary market be insufficient to meet your demand of Digital Tokens, your unmet demand of Digital Tokens is automatically directed to the primary market where WhatRocks may issue and sell the requested Digital Tokens to the complete your buy order. Your buy order will therefore always find a counterparty for your Trading Transaction, regardless of your order size.

When a Trading Transaction occurs using your credentials, we will assume in good faith that you authorized such Trading Transaction. It is important that you regularly check your Fiat Wallet and Wallet balances and your Trading Transaction history regularly. We are not responsible for any claim for unauthorized or incorrect Trading Transactions. You are fully and solely responsible for all purchases of Digital Tokens that occur under your WhatRocks Account.

If your Trading Transaction cannot be completed for any reason (such as price movement, or market latency), the marketplace will reject the order and notify you of such rejection. You will not be charged for a rejected Trading Transaction.

You understand and acknowledge that payments made to WhatRocks or to Charities are not tax-deductible as charitable donations.

You may use your Digital Tokens exclusively to (1) reward Individuals financially when they are exposed to, engage or interact with your WhatRocks-enhanced marketing or advertising material, or (2) to make donations to Charities or Fundraisers. Any other use of your Digital Tokens including but not limited to exchanging, lending, selling or redeeming your Digital Tokens against any fiat currency or cryptocurrency is strictly prohibited.

Rewarding Individuals with Digital Tokens

You may use your Digital Tokens to reward Individuals financially when they are exposed to, engage or interact with your WhatRocks-enhanced marketing or advertising material. Your Wallet may be used to make debit transactions corresponding to the financial rewards in Digital Tokens you distribute to Individuals. Your rewards are final, irrevocable, non-refundable, non-cancellable, non-reversible and non-exchangeable.

You are solely responsible to determine (1) the forms of exposition, engagement and interactions Individuals need to make to earn Digital Tokens and (2) the number of Digital Tokens you will distribute accordingly. You may keep track of the cumulative number of Digital Tokens you have distributed to Individuals in your Wallet.

As a Licensee that uses the WhatRocks Material (including but not limited to the WhatRocks Material) in your marketing or advertising material, you represent and warrant that you are committing to reward Individuals financially with Digital Tokens when they are exposed to, engage or interact with such material. Any failure of the Licensee to comply with these terms is a material breach of license and WhatRocks and WhatRocks Foundation reserve the right to legally enforce any infringement of their intellectual property rights, including criminal prosecution.

You agree to indemnify, defend and hold harmless WhatRocks, WhatRocks Foundation, their subsidiaries and related entities, suppliers, service providers, partners, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from and against any and all claims(including third-party claims), demands, losses, damages or expenses (including reasonable attorneys’ fees) arising from any unlawful use of the WhatRocks Material. Your indemnification obligation will survive the termination or expiration of these Terms or after your use of the Service.

Donating Digital Tokens to Charities

You may use your Digital Tokens to make donations to the Charities of your choice in particular in the context of matching Digital Token donations. Your Wallet may be used to make debit transactions for the Digital Tokens you donate to the Charities of your choice from the list available in your Wallet or to the fundraisers started by any Member to the benefit of the Charity of the Member’s choice.

Your donations are final, irrevocable, non-refundable, non-cancellable, non-reversible, non-exchangeable and unrestricted (ie Charities may redeem your Digital Tokens for any fiat currency or cryptocurrency and use the monies received in return for any purpose).

WhatRocks makes no representation as to whether all or any portion of your donations of Digital Tokens to Charities or in Fundraisers are tax deductible or eligible for tax credits. You should consult your tax advisor as to the eligibility for any tax break and to the amount of your donation that is tax deductible or eligible for tax recognition, having regard to (among other things) the tax status of the recipient of any donation in any relevant jurisdiction, and particularly if you are awarded a gift or prize in connection with your donation. Please review any relevant terms and conditions of the beneficiary Charity when making a donation.

Blockchain fees

Blockchain fees apply to any transactions processed in the Service including Trading Transactions. In particular, blockchain fees come in deduction from (1) the rewards you pay in Digital Tokens to Individuals when they are exposed to, engage or interact with your WhatRocks-enhanced material, and (2) the donations of Digital Tokens you make to Charities and Fundraisers. WhatRocks may change these blockchain fees from time to time to adjust to the fees charged by the underlying software protocols.

Founding Members and leading members

The pledge of Founding Members and Leading Members

Some Corporations (“Founding Members”, “Leading Members”) may elect to commit to the successful development of the WhatRocks Service in generating new revenue streams for Charities by pledging (1) a percentage of their annual digital ad spending, or (2) an annual minimum guaranteed amount of money to buy Digital Tokens that will ultimately be donated to Charities, and/or (3) to advocate for the WhatRocks Service and help it grow with more individuals, corporations and charities joining in.

We may grant you the personal, non-exclusive, non-transferrable, non-exchangeable status of Founding Member or Leading Member of the WhatRocks Service pursuant to the terms of the Founding Member Agreement or or Leading Member Agreement.

Exclusive benefits

As a token of appreciation for your commitment to the WhatRocks Service as a Founding Member or Leading Member, you will be acknowledged, recognized and celebrated in the Individual’s Wallet on every credit transaction from your Corporate Account to the Individual’s Personal Account throughout the duration of your valid Founding Member or Leading Member status.

As a Founding member or Leading Member, you will also have access to exclusive features and content including but not limited to organizing Fundraisers for the benefit of the Charity of your choice, featuring and associating your Corporation with the Charities of your choice, or matching Digital Token donations from Individuals.

You are solely responsible for starting a Fundraiser by creating and posting a Fundraiser page in the Service to showcase and share certain information about your Fundraiser and the beneficiary Charity and elicit donations from Individuals. All donations through Fundraisers will be made directly into the Charity’s Account.

You are solely responsible for providing those matching Digital Tokens to the Charity and for complying with any legal obligations associated with such a matching donation. WhatRocks shall have no responsibility for providing such matching Digital Tokens, ensuring that you party provides those Digital Tokens, or ensuring any relevant legal obligations are met.

Founding Member or Leading Member fees

The Founding Member Agreement or or Leading Member Agreement is optional and available to any Corporations. Unless other specific provisions have expressly been made, Founding Members and or Leading Member are required to pay an annual upfront, non-refundable founding membership fee subject to the terms of the Founding Member Agreement or Leading Member Agreement.

Agreement.

Charity Account

Account setup

Eligibility

To create a Charity Account and use the Service on behalf of a legal entity, you hereby represent and warrant that (1) you have full legal capacity, sufficient authorizations and necessary rights as an official representative, with the authority to legally bind such entity and do hereby legally bind such entity to these Terms, (2) this legal entity is duly registered as a charitable non-profit organization recognized by your local tax authorities with a cause or activity that is legal under all applicable federal, state, provincial, territorial and local laws and regulations, or a for-profit organization with a social or environmental purpose; (3) this legal entity is registered with us (to the extent required) and has not been previously held, restricted, suspended, removed, canceled or terminated by us; (4) this legal entity is in compliance with our Community Guidelines in general and with our Specific Guidelines for Corporations in particular and (5) your use of the Service will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

You are fully responsible for all activity that occurs under your WhatRocks Account.

Charity name, logo and password

To create a Charity Account, you are required to provide your Charity’s name and logo, the name of the SPOC (Single Point of Contact) at your Charity, a valid email address and password to use the Service as a Charity. By selecting a charity name and any particular referral code or URL, you agree that you will not select or use a name, referral code or URL: (a) of another person or legal entity with the intent to impersonate that person or legal entity; (b) subject to the rights of any person or legal entity without authorization; (c) in violation of the intellectual property rights of any person or legal entity; or (d) that WhatRocks, in its sole discretion, deems inappropriate or offensive. You hereby expressly permit WhatRocks to identify you by your business name (which may be a trading name).

You acknowledge and agree that you shall have no ownership or other property interest in your account, and/or referral code and/or URL, and you further acknowledge and agree that all rights in and to your account, referral code and URL are and shall forever be owned by and inure to the benefit of WhatRocks.

You are responsible for maintaining the confidentiality of your password, your Wallet’s private keys, recovery phrases, pin codes, or passphrases ("Private Keys") and account information, and you are responsible for all activities (whether by you or by others) that occur under your password, Private Key or account. You will notify WhatRocks immediately of any unauthorized use of your password, Private Key or account or any other breach of security. WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of your password, Private Key or account by a third-party. WhatRocks has the right to reclaim any referral codes for any reason.

You agree to: (a) provide accurate information as prompted on the Service; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or WhatRocks has reasonable grounds to suspect that such information is inaccurate, WhatRocks may restrict, hold, suspend, remove, cancel or terminate your use of the Service and/or decline to permit your continued use of the Service and future access to the Service.

Identity verification

During registration for your WhatRocks Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes and permit us to keep a record of such information.

In particular, the legal entity you represent must comply with the KYC (“Know Your Customer”), AML (“Anti-Money Laundering”) and CTF (“Counter-Terrorism Financing”) rules and regulations from the competent financial market authorities to open your Charity Account by providing (1) evidence of the legal identity of your charity to prove you are not impersonating or stealing the corporate identity of any other entity; (2) at any time and upon request from the competent authorities, the legal destination of the fiat money you receive as payment for the sale of your Digital Tokens;

You will need to complete certain verification procedures before you are permitted to use the Service. Your access to the Service and the limits that apply to your use of the Service, may be altered as a result of information collected about you on an ongoing basis.

To establish your Charity Account, you are required to verify the corporate identity of your organization by submitting the following information:

• Tax ID of your charitable entity

• Extract of your charitable entity’s certificate of incorporation

• Copy a government photo ID of the SPOC at your organization (passport, driving license, ID card etc.)

• Photo ID of the SPOC at your organization

Your access to the Service and the limits that apply to your use of the Service, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information.

Notwithstanding these minimum verification procedures for the referenced WhatRocks Services, WhatRocks may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use the Service.

The information we request may also include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information.

In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. See our Privacy Policy for how we treat your data.

Your Wallet

License

WhatRocks licenses the Wallet to you on a non-exclusive, royalty-free, non-transferable, worldwide-basis, for the purpose of holding and transferring Digital Tokens. You are not permitted to re-distribute the Wallet, modify any code or use any content of your Wallet as part of any other software or project of any kind. You must obtain the written permission of WhatRocks before acting contrary to copyright law or the terms of this clause.

The Wallet is provided to you at no cost, "as-is" and without any warranty whatsoever, to the maximum extent permissible by law. Without limiting the generality of the foregoing, WhatRocks does not warrant that the Wallet is fit for your use, even if you have previously provided notice of your intended purpose, and does not warrant that the Wallet will operate in a bug-free manner. This license agreement permits you to use the WhatRocks Wallet without charge subject to certain conditions, rights and obligations.

Private keys

You are responsible for maintaining the confidentiality of your Wallet’s private keys, recovery phrases, pin codes, or passphrases ("Private Keys") and account information, and you are responsible for all activities (whether by you or by others) that occur under your password, Private Key or account. You will notify WhatRocks immediately of any unauthorized use of your password, Private Key or account or any other breach of security. WhatRocks assumes no liability for any loss or damage arising from any unauthorized use of your password, Private Key or account by a third-party.

WhatRocks does not store any Private Keys for Charity Accounts. It is very important that you keep your Private Keys safely. If you lose your Private Keys then it will not be possible for WhatRocks to recover it for you and you may permanently lose access to the Digital Tokens in your Wallet. You are fully and solely responsible for the storage and hosting of your Private Keys and for all transactions that occur under your WhatRocks Account with your Private Keys. Unless you specifically and explicitly request WhatRocks in writing to provide you or a third-party contractor at your sole expense and risk with the technology for you to receive, sign and send back transactions, you agree that you have read, understand, accept and authorize you’re your Private Keys shall remain with you at all times and that WhatRocks merely operates as a technical service provider that uses your Private Keys under your instructions to process transactions in your name and on your behalf with no transfer of technological, legal or financial liability of any kind pertaining to your Private Keys.

If you do not understand the above paragraph, WhatRocks recommends that you learn more about cryptocurrencies, blockchain tokens and wallets before using the Service.

Wallet service

As part of your Charity Account, WhatRocks provides qualifying users access to: (a) a digital wallet for holding Digital Tokens (“Wallet”) and (b) a fiat currency wallet (a “Fiat Wallet”). To stay focused on improving our Service and empowering our Members to create change, WhatRocks may engage third-party service providers that are not affiliated with WhatRocks to manage your wallets. Accordingly, WhatRocks expressly disclaims responsibility and liability for all Service provided by any service provider, and you agree that WhatRocks will not be responsible for any loss or damage of any kind incurred as a result of those Service. When you create your Charity Account, you agree to their terms and applicable fees.

Your Wallet gets credited with Digital Tokens when you receive donations from Individuals, Fundraisers, or the sale of Giveback Items in the Marketplace to your benefit. You may sell your Digital Tokens on the secondary market to receive payments in fiat currency on your Fiat Wallet. You are not allowed to exchange, transfer or lend Digital Tokens.

Account information

You will be able to see the available balance of Digital Tokens in your Wallet as well as your Transaction history, including (1) the number of Digital Tokens received, (2) the applicable rate of exchange in fiat currency, (3) the corresponding amount in fiat currency, (4) a reference to the identity of your entity’s representative who placed each sell order, and (5) the date of each Transaction.

Transactions

Receiving donations in Digital Tokens

As a Charity, you may receive donations from Individuals and Corporations. Donations to your Charity are final, irrevocable, non-refundable, non-cancellable, non-reversible, non-exchangeable and unrestricted (ie you may redeem your Digital Tokens for any fiat currency or cryptocurrency and use the monies received in return for any purpose).

Selling Digital Tokens

Digital Tokens purchases and sales on the marketplace are collectively referred to herein as “Trading Transactions”.

When you sell Digital Tokens on the Service, you are selling to Corporations on the secondary market, not to WhatRocks. WhatRocks merely provides a blockchain infrastructure that facilitates that Trading Transaction between you and Corporations. WhatRocks does not act as the agent that transacts on your behalf.

You can sell Digital Tokens and instruct the Service to deposit funds into your Fiat Wallet. If your Trading Transaction cannot be completed for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), the marketplace will reject the order and notify you of such rejection. You will not be charged for a rejected Trading Transaction.

You may place sell orders on the secondary market to get fiat currency in exchange of your Digital Tokens. Although Digital Tokens have a fixed value, WhatRocks may change the applicable exchange rate in fiat currency from time to time to adjust to the market value of the underlying cryptocurrency.

Should the demand of Digital Tokens represented by the buy orders from Corporations available on the secondary market be insufficient to meet your supply of Digital Tokens, your unsold Digital Tokens remain on your Wallet. While the Digital Tokens that you successfully sold are transferred to the buying Corporations’ Wallet, your Fiat Wallet gets credited with the corresponding amount in fiat currency.

You cannot withdraw or cancel sell orders that are placed in the marketplace: sell orders are non-cancellable, non-exchangeable, non-refundable, non-transferable, irrevocable, and non-reversible.

Blockchain fees

Donations are received minus any applicable blockchain fees that apply on each Transaction. WhatRocks may change these blockchain fees from time to time to adjust to the fees charged by the underlying software protocols.

Ownership of donor lists and data

“Donor Data” shall mean a Donor’s name, address, email address, donation amount, date of transaction, transaction identification number, name of the Charity, name of the Fundraiser, and name of the Item associated with the Donation.

PURSUANT TO THE PRIVACY POLICY AND UNLESS INDIVIDUALS EXPLICTLY AND FORMALLY CONSENT OTHERWISE, THE LIST OF DONORS WHO MAKE A DONATION TO A CHARITY, CONTRIBUTE TO A FUNDRAISER, OR PURCHASE GIVEBACK ITEMS THROUGH THE SERVICE (“DONOR LISTS”) AND THE DONOR DATA ARE STRICTLY CONFIDENTIAL AND ARE NOT SHARED WITH CHARITIES OR MERCHANTS.

Data protection and security

personal data

You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided or in the future provide to us in relation to your employees and other associated or other individuals, in connection with these Terms, or the Service. Accordingly, you represent and warrant that: (i) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed; (ii) before providing any such personal data to us, you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided a copy of that Privacy Policy (as amended from time to time), to that individual; and (iii) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide a copy to any individual whose personal data you have provided to us.

sECURITY BREACH

If you suspect that your WhatRocks Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or WhatRocks (together a "Security Breach"), you must notify WhatRocks Support as soon as possible by email free of charge at Contact Centre  and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.

Dispute resolution

Formal complaint process

If you have a dispute with WhatRocks or a Member (a “Complaint”), you agree to contact WhatRocks through our support team to attempt to resolve any such dispute amicably. The parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the dispute that is satisfactory to all parties.

If the parties are unable to resolve the dispute through the WhatRocks support team, you and we agree to use the Formal Complaint Process set forth below. You agree to use this process before filing any arbitration claim or small claims action. If you do not follow the procedures set out in this Section before filing an arbitration claim or suit in small claims court, we shall have the right to ask the arbitrator or small claims court to dismiss your filing unless and until you complete the following steps.

Procedural steps

In the event that your dispute with WhatRocks or a Member is not resolved through your contact with WhatRocks Support, you agree to use our Complaint form to describe your Complaint, how you would like us to resolve the Complaint, and any other information related to your dispute that you believe to be relevant. The Complaint form will be provided to you by WhatRocks Support.

WhatRocks response

We will acknowledge receipt of your Complaint form after you submit it. A WhatRocks customer relations agent ("Agent") will review your Complaint. The Agent will evaluate your Complaint based on the information you have provided and information in the possession of WhatRocks. Within 15 business days of our receipt of your Complaint form, the Agent will address the issues raised in your Complaint form by sending you an e-mail ("Resolution Notice") in which the Agent will: (i) offer to resolve your complaint in the way you requested; (ii) make a determination rejecting your Complaint and set out the reasons for the rejection; or (iii) offer to resolve your Complaint with an alternative solution. In exceptional circumstances, if the Agent is unable to respond to your Complaint within 30 business days for reasons beyond WhatRocks’ control, the Agent will send you a communication indicating the reasons for any delay in answering your Complaint, and specifying the deadline by which the Agent will respond to your Complaint, which will be no later than 60 business days from our receipt of your Complaint form.

Arbitration, waiver of class action

If we cannot resolve the dispute through the Formal Complaint Process, you and we agree that any dispute arising out of or relating to these Terms or the WhatRocks Service, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the Canadian Arbitration Association's rules for arbitration of consumer-related disputes.

This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge.

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND WHATROCKS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce these Terms, any arbitration pursuant to these Terms, or any small claims action shall be entitled to costs and attorneys' fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator's rules or applicable law.

OTHEr PROVISIONS

Computer viruses

We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email service are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from WhatRocks. Always log into your WhatRocks Account(s) through the Service to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

Release of WhatRocks, indemnification

If you have a dispute with one or more Users of the Service, you release WhatRocks, its subsidiaries and related entities, its service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold WhatRocks, its subsidiaries and related entities, and its service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms or your violation of any law, rule or regulation, or the rights of any third-party.

Limitation of liability, no warranty

IN NO EVENT SHALL WHATROCKS, ITS SUBSIDIARIES AND RELATED ENTITIES, AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY ON DEPOSIT IN YOUR WHATROCKS ACCOUNT(S) OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SERVICE, OR THESE TERMS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF WHATROCKS HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF WHATROCKS’ GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT WHATROCKS FAILED TO PROCESS A TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL CURRENCY AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATROCKS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WHATROCKS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE WHATROCKS SERVICE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WHATROCKS DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE WHATROCKS SERVICE AND WHATROCKS SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT WHATROCKS WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.

Furthermore, WhatRocks, its subsidiaries and related entities, suppliers, partners and agents make no warranty that (i) its Service or any products or service provided through the Service will meet your requirements; (ii) the Service will be uninterrupted, timely, secure or error-free, or that it will operate in a bug-free manner, (iii) that WhatRocks will fix any errors; (iv) you will obtain any specific results from use of the Service; or (v) any Content on the Service is accurate, complete, reliable, current or error-free. Any Content obtained through use of the Service is obtained at your own discretion and risk and WhatRocks shall not be responsible for any damage caused to your computer or data or for any bugs, viruses, Trojan horses or other destructive code resulting from use of the Service or any Content obtained from the Service. Some provinces or states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You may also have other legal rights, which vary from province to province and from state to state.

WhatRocks makes no representations about the accuracy, order, timeliness or completeness of historical Digital Currency price data available on the Service. WhatRocks will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but WhatRocks makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

We may decide to cease making available the Service or any portion of the Service at any time and for any reason. Under no circumstances will WhatRocks, its subsidiaries and related entities, suppliers, partners or agents be held liable for any damages due to such interruptions or lack of availability.

To the fullest extent permitted under law, WhatRocks, its subsidiaries and related entities, suppliers, partners and agents have no obligation or liability (whether arising in contract, warranty, tort (including negligence), product liability or otherwise) for any indirect, incidental, special, punitive, or consequential damages or liabilities (including, but not limited to, any loss of data or content, revenue or profit, or personal injury or death) arising from or related to your use of the Service or any Content provided by or through the Service, even if we have been advised of the possibility of such damages in advance. This limitation applies to damages arising from (i) your use or inability to use and access the Service; (ii) cost of procurement of substitute products or services; (iii) unauthorized access to or alteration or distribution of Content you submit through the Service; (iv) third-party Content made available to you through the Service; or (v) any other matter relating to any aspect of the Service, including the website, the API, any present or future apps, email communications and content from the Service on third-party sites. Some countries and states do not allow the limitation or exclusion of incidental, consequential or other types of damages, so some of the above limitations may not apply to you.

Notwithstanding anything to the contrary contained herein, WhatRocks’s liability and the liability of each of its subsidiaries and related entities, suppliers, partners and agents to you or any third parties under any circumstance is limited to the greater of one hundred US dollars ($100 USD) or the amount you have paid us in the past twelve (12) months.

You agree to indemnify, defend (if we so request) and hold harmless WhatRocks, its subsidiaries and related entities, suppliers, partners and agents from and against any claims (including third-party claims), demands, losses, damages or expenses (including reasonable attorneys’ fees) arising from the Content you post or submit, your use of and connection to the WhatRocks website, applications, API, and any other aspect of the Service, your violation of these Terms or your violation of any rights of any third-party. Your indemnification obligation will survive the termination or the expiration of these Terms or after your use of the Service.

Entire agreement

These Terms of Use, the Founding Member Agreement, the Privacy Policy, the Cookie Policy, the Community Guidelines and the Branding and Graphic Guidelines incorporated by reference herein comprise the entire understanding and agreement between you and WhatRocks as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), and every nature between and among you and WhatRocks. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.

Assignment

You may not assign any rights and/or licenses granted under these Terms. We reserve the right to assign our rights without restriction, including without limitation to any WhatRocks subsidiaries and related entities, or to any successor in interest of any business associated with the WhatRocks Service. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability

If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.

Change of control

In the event that WhatRocks is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms, including, without limitation, sections pertaining to restriction, suspension, removal, cancellation or termination, WhatRocks Account cancellation, debts owed to WhatRocks, general use of the Service, disputes with WhatRocks, and general provisions, shall survive the termination or expiration of these Terms or after your use of the Service.

Governing law

You agree that the laws of the Province of Ontario, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and WhatRocks, except to the extent governed by the Canadian federal law.

Force majeure

We shall not be liable for delays, failure in performance or interruption of service under these Terms which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, blockade, riot, strike, or other labor dispute, fire, natural disaster, interruption in telecommunications or Internet Service or network provider Service, failure of equipment and/or software, or refusal of approval or a license by a government agency, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Non-waiver of rights

These Terms shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the states or provinces where you are located.

If we waive any of our rights in any particular instance, it does not mean that we are waiving our rights generally or in the future. If we do not enforce all our rights all of the time under these Terms, it does not mean that we are waiving our rights, and we may decide to enforce them at a later date. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you, but may be assigned by us to another company or person without restriction.