Operating Partner Legal Center

Welcome to the Worldcoin community! Worldcoin is an open-source protocol supported by a global community of developers, individuals, and other contributors. Tools for Humanity is a global software and hardware development company building the tools to bring blockchain and digital identity technologies and products to billions of people, including by contributing to the development and growth of the Worldcoin ecosystem.

These Terms between you and Tools for Humanity Corporation, a Delaware corporation (collectively with our affiliates, "TFH", “we” or “us”) govern your use of and access to our websites and applications, including World App and the Operator App (collectively, the “Apps”), and all of the associated functionality, content, and services we provide to you (collectively, the "Services") in relation to the Worldcoin protocol (“Worldcoin”).

Please read these Terms carefully before using or accessing the Services. By accessing or using any of the Services we provide, you expressly agree to be bound by these Terms and by our Privacy Notice, which is incorporated as a part of these Terms.

Please note these especially important parts of these Terms:

1.1 Privacy and Your Data. When accessing the Apps or the Services, you may provide us with categories of personal information, such as your name or telephone number. If you provide information to establish your proof of personhood and to claim your WLD tokens, then you may provide special categories of sensitive personal data, such as your biometric information. Our Privacy Notice describes the data we collect from you and how we use it. Please do not use the Services if you do not want us to collect or use your data in the manner described in the Privacy Notice.

1.2 Eligibility. In order to use the Services, you must comply with these Terms and all applicable laws. You cannot use the Services to conduct, promote, or help others to carry out any illegal activity.

In addition, you must meet all of the following criteria:

If you do not meet all of these requirements, you are not allowed to access or use the Services.

In addition, if you are established or situated in Germany or have your ordinary residence or registered office there, you are not allowed to access or use third-party services within the meaning of Section 2.5, the P2P Marketplace within the meaning of Section 2.7 or decentralized applications within the meaning of Section 2.8. These features are not available for you. Regarding the P2P Marketplace within the meaning of Section 2.7, the same applies if you are established or situated elsewhere in the EEA or have your ordinary residence or registered office there.

1.3 Availability. Webpages describing the Services are accessible worldwide, but this does not mean all Services or service features are legal or available in your country. Access to certain Services (or certain Service features) in certain countries may be blocked by us or foreign governments. Access to the Orb and our Orb Operators will not be available in Texas, Illinois, Washington, Portland, OR, and Baltimore, MD. You may not use VPN or similar tools for the purpose of circumventing any restrictions. Access to the Apps, and certain features within the Apps, may be unavailable or restricted, depending on your location. It is your responsibility to make sure that your use of the Services is legal where you use them. Services are not available in all languages.

1.4 Updates. We may make changes to these Terms from time to time. If we do this, we will make the updated terms available on the Services. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the updated Terms. You can stop using the Services at any time if you do not agree to these Terms. Because the Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

1.5 Additional Terms. Additional terms and conditions may apply to specific applications, content, features, or portions of the Services, and all such additional terms and conditions we provide to you will form part of these Terms.

We partner with local independent contractors called “Orb Operators,” who facilitate user signups and help answer questions you may have about us. These Orb Operators receive training and are knowledgeable about Worldcoin.

Upon satisfaction of certain requirements, as defined by TFH from time to time, and at its sole discretion, TFH may elect you to enter into an operator agreement, whereby, among other things, we would be entrusting you with one or more Orbs for the purpose of signing up users in your region.

TFH, at its sole discretion, may allow you to access the Orb App that allows you to monitor certain activity and statistics relevant to you and your business as Orb Operator. We may also make certain features available to help you conduct your business as Orb Operator. Access to the Orb App, and certain features within the Orb App, may be unavailable or restricted, depending on your location. It is your responsibility to make sure that your use of the Services is legal where you use them. Services are not available in all languages.

We do not control your performance of the Services. You and any persons who assist you, including any field staff, are independent contractors and not our employees. You are free to engage in other businesses so long as such engagement does not create a conflict of interest or impact your ability to perform under a potential operator agreement. No course of dealing between TFH and you, will be construed to create or imply an employment or agency relationship, or a partnership or joint-venturer relationship between the TFH and you or, between TFH and your employees or agents, including field staff. Neither TFH nor you has the authority to bind the other, to incur any liability, or otherwise act on behalf of the other. You acknowledge and agree that you have no authority to alter or modify this User Terms and Conditions or the Marketing Guidelines or our IP, or to make any express or implied warranties of any kind regarding the Orb, WLD, or the Worldcoin network. Each Party will be solely responsible for payment of its employees' or contractors’ (including Sub-Operators’) wages or salaries (including withholding of income taxes, social security, and any other taxes), workers' compensation, and all other employment benefits in compliance with applicable laws. You ensure compliance with the terms of the Agreement by any Sub-Operators who assist you during the Contract Period, and you will be solely liable for the actions or inactions of such Sub-Operators or any conflicts arising out of your relationship with such Sub-Operators.

While Orb Operators receive constant and frequent training, you hereby acknowledge and accept we have no control over Orb Operator’s statements, behavior and conduct and we disclaim all liability for any consequence derived therefrom.

We may agree to pay your signup rewards and other payments in fiat currency or in cryptocurrencies such as WLD. We may update the payment amount and type upon notice to you. For payments in fiat currency such as Euro or US Dollars, we may require you to provide an invoice detailing the number of signups per day, dates of signup, and the amounts earned in fiat currency. Unless otherwise stated in an invoice, we will pay the undisputed amount in the invoice within 45 days from the date of receipt. We may also impose certain requirements to earn the rewards or bonuses based on your performance or user actions. We will provide the requirements on the Website. We may reasonably adjust or withhold all or a portion of payment owed to you (i) if we believe that you have attempted to defraud or abuse us or the users or (ii) in order to resolve a user complaint.

You may be required to keep complete and accurate records related to your operations under the Operator Agreement. Such records must include, at minimum, expenses incurred and amounts received related to Orb operations, the transacting parties, transaction descriptions, and the transaction dates. We may inspect your books and records in order to verify the financial situation of the Orb Operator and to ensure compliance with applicable regulatory requirements (“Audit”). You will make a reasonable effort to provide records and personnel familiar with the records to us. During such Audit, we may take extracts or make copies of your records as it deems necessary. Notwithstanding the foregoing, we may at any time require you to provide us with your latest financial statements and an overview of your financial status.

3.1 Transaction Fees. By using the Services, you agree to pay all applicable fees, including transaction fees for Digital Token swaps and transactions. We will let you know of any applicable fee before you make a transaction. If you use a third party payment service, bank fees, credit card and debit card fees charged for any Digital Token purchases may be netted out of the settled amount of your Digital Token purchases. You are also responsible for paying any additional fees charged by your financial service provider.

3.2 Network Fee. Interactions with the blockchain also incur a network fee. The network fee is charged by and paid to the blockchain network, not to us, for facilitating any interactions.

3.3 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transaction via the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.

3.4 Updates. All fees are displayed and current as reflected in the Services and may be updated and changed from time to time.

4.1 Not Legal Tender. Digital Tokens are not legal tender, are not backed by any government, and Digital Token accounts and value balances on the Services are not subject to Federal Deposit Insurance Corporation, Securities Investor Protection Corporation protections, or similar protections found in other countries. We are not a bank and do not offer fiduciary services. Transactions made over World App are largely unregulated in many countries. We make no guarantee as to the functionality of the blockchains we support, which could, among other things, lead to delays, conflicts of interest, or operational decisions by third parties that are unfavorable to certain owners of Digital Tokens, or lead to your inability to complete a transaction using the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed on the applicable blockchain, and we take no responsibility for the failure of a transaction to be confirmed or processed as expected. There are no warranties or guarantees that a transfer initiated via the Services will successfully transfer title or right in any Digital Token. In addition, there may be risks specific to the use of certain Digital Assets, such as WLD. Further information on risks specific to WLD can be found here.

4.2 New Technology. The Services are new. While this software has been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.

4.3 Information Security Risk. Digital Tokens and use of the Services may be subject to expropriation or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, because the blockchain networks we support, such as the Ethereum protocol, rest on open source software, the software underlying the Services may contain intentional or unintentional bugs or weaknesses which may negatively affect the Services or result in the loss of user’s Digital Tokens or the loss of user’s ability to access or control her wallet via the Services. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund or compensation.

4.4 Accuracy. Although we intend to provide accurate and timely information provided through the Services (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, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information provided through the Services are your sole responsibility and we shall have no liability for such decisions.

4.5 Availability. Although we strive to provide you with excellent service, we do not guarantee that the Services will be available without interruption. The Services may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on the Services or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Services. We are not responsible for any loss or damage, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Service, any Content posted on or through the Service or transmitted to users, or any interactions between users of the Services, whether online or offline.

4.6 Forks. The software used to create WLD is open-source and free for anyone to copy and use. This means that anyone can create a modified version of WLD, otherwise known as a “Fork.” In the event of a Fork or any other disruption of a Digital Tokens network, we may not be able to support any activity related to the Fork. Transactions may not be completed, completed partially, incorrectly completed, or substantially delayed when a Fork occurs. We are not responsible for any losses you incur which are caused in whole or in part by a Fork or other network disruption.

4.7 Third Party Services. Where available (see in particular Section 2.10), we rely upon third party service providers to provide some features and functionality within the Apps, for instance the ability to purchase Digital Assets with fiat currency, or the ability to swap one Digital Asset for another. We do not provide these services, and we are not party to any such transaction. You are solely relying upon third party providers for these services, and you must have an account with the third-party providers and agree to their terms. We are unable to assist you if you encounter problems using their service, and we are not responsible for any transactions you make using third party providers.

5.1 Ownership. Our software, the application, the Services, the Content, the Marks (as defined below) and the design, selection, and arrangement of the Content in the Services (the “IP”) are protected by copyright, trademark, patent, and other intellectual property rights and laws of the United States and other applicable countries. You agree to abide by all applicable intellectual property rights and laws, as well as any trademark or copyright notices or restrictions contained in the Agreement or the Services. You may not remove any copyright, trademark, or proprietary notices contained in the IP.

5.2 Trademarks. The Tools for Humanity Corporation name, the Worldcoin name and design, the “Seven Hands” logo and all related logos, and slogans are trademarks or service marks of the Tools for Humanity Corporation or its licensors (the “Marks”). You may not copy, imitate, or use the Marks, in whole or in part, without our written permission. All other trademarks, names, or logos mentioned in connection with the Services are the property of their respective owners and you may not copy, imitate, or use them, in whole or in part, without the written permission of the applicable trademark owner. The inclusion of any marks of others in the Services does not constitute an approval, endorsement, or recommendation by us.

6.1 License. Provided that you are eligible to use the Services and subject to your compliance with these Terms, we hereby grant you a limited license to access and use the Services.

6.2 License Restrictions. You may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms are construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause.

6.3 Government. If you are a U.S. Government end user, we are licensing the Services to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Services are the same as the rights we grant to all others under these Terms.

7.1 You may use the Services only for your own personal use. We reserve the right at all times and in our sole discretion to review, cancel or suspend your access to or use of the Services. The items on the Prohibited Uses list are only examples and the list is not exhaustive; we may add or remove prohibited uses at our sole discretion.

We may suspend and restrict your access to the Services: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using the Service in connection with a Prohibited Use; (iii) Use of your using the Services 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 activity; (iv) Our service partners are unable to support your use; (v) You take any action that we deem as circumventing our controls.

The content of the Services does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments; the content or the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.

10.1 Reliance on Content; Changes to the Services. The information and material we provide to you through the Services (“Content”) are solely for general information purposes, and we do not guarantee its accuracy, usefulness, or completeness. Any reliance you place on our Content is strictly at your own risk. We have no liability or responsibility for any actions you take or do not take because of the Content, or for anyone with whom you share the Content. Other users’ statements describing their use of our Services found on the Services or anywhere else should not be viewed as our endorsement of their statements if the statements are inconsistent with these Terms or our Content. We may update the Content from time to time, but such Content may not be complete or up-to-date, and we are under no obligation to you to update the Content or any other part of the Services. We may modify or discontinue, temporarily or permanently, any part or all of the Content or Services without prior notice to you. We will not be liable for any modification, suspension, or discontinuance of part or all of the Content or the Services.

10.2 Third-Party Services and Content. We may provide links to educational materials, webinars, meet-ups, and promotions on social media platforms (“Third-Party Services”) that enable sharing and collaboration among users and other third parties. If you share any personal information, pictures, opinions, content, or any other data on those services, you do so at your own risk, and your use of those services is subject to the terms of use and privacy policies of those services, and not ours. You should review the terms of services of each Third-Party Service to better understand your rights, and the manner in which those platforms use your data. We are not responsible for any loss, theft, compromise, or misuse of your data whatsoever in connection with any Third-Party Service (including negligence) except to the extent such liability cannot be limited under applicable laws. Your use of any information provided by a Third-Party Service (“Third-Party Content”) is at your own risk, and we make no promises to you that any Third-Party Content is accurate, complete, authentic, or appropriate for your personal circumstances. Third-Party Content includes information provided by other users not specifically endorsed by us.

10.3 User Content. As a member of the Worldcoin community, you may post messages, data, software, images, videos, or other content (“User Content”) on message boards, blogs, social media accounts owned by us, as well as various other publicly available locations on the Services. These forums may be hosted by us or a Third-Party Service Provider on our behalf. You are responsible for all User Content you submit, upload, post, or store through the Services. You must provide all required and appropriate warnings, information, and disclosures regarding your User Content. We are not responsible for any User Content you submit through the Services.

10.4 User Content License. By submitting User Content to us, you represent that you have all necessary rights to the User Content and you thereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works from, modify, display, and perform all or any portion of the User Content in connection with our marketing and promotions, and for any other legitimate business purpose related to the Services. We may redistribute part or all of and derivative works from your User Content in any media formats and through any media channels we choose. You also hereby grant us and other users a non-exclusive license to use, access, reproduce, distribute, modify, and display, and perform your User Content through the Services.

10.5 User Content Restrictions. You agree not to use, nor permit any third party to use, the Services to post or transmit any User Content that: (a) is libelous or defamatory, or discloses private or personal matters concerning any person; (b) is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; encourages conduct that would be considered a criminal offense, give rise to civil liability, or violate any law, or is otherwise inappropriate; (c) would violate the intellectual property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion; or (d) unreasonably interferes with another user’s use of the Services. You represent to us that you are posting User Content to the Services voluntarily; accordingly, posting User Content does not create an employer-employee relationship between you and us. You may not copy or use email addresses, mobile phone numbers, balances, usernames, or any other personal information about other users without their permission. Unsolicited emails, mailings, telephone calls, or other communications to other users through the Services or in any other channel are prohibited.

10.6 Complaints and DMCA Takedowns. If you believe that your trademark or copyrighted work is being infringed by our Content or User Content on the Services or is otherwise being published in a way suggesting some endorsement of or affiliation with us, please send an email to us at legalnotice@toolsforhumanity.com with the subject line “[Trademark/Copyright] Complaint,” whichever the case may be. For your complaint to be effective and in order for us to take action under the Digital Millennium Copyright Act (“DMCA”), you must follow all DMCA requirements by including the following information in your email:

You should also be aware that under Section 512(f) of the DMCA, any person who knowingly sends meritless notices of infringement may be liable for damages, so please do not make any false claims. We may share any information or correspondence you provide us with third parties, including the person who uploaded the allegedly infringing material to the Service.

When we receive a bona fide infringement notice, our policy is to: (a) immediately remove or disable access to the infringing content; (b) notify the person who uploaded the infringing material that we have removed or disabled access to the material; and (c) for repeat offenders, terminate the person’s access to the Services. If we receive a counter-notice from such a person, we may send a copy of the counter-notice to you explaining that we may restore the removed material or cease disabling it in 10 business days. Unless you file an action seeking a court order against us or against the person who uploaded the content, we will restore access to the removed material in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

12.4 Release and Indemnification. You agree to defend, indemnify, and hold harmless the TFH Parties from and against any claims, damages, costs, liabilities, reasonable attorneys’ fees, and expenses brought against a TFH Party by any third party arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another person; (d) your conduct in connection with the Services; or (e) your use of WLD, any Digital Tokens, or the Worldcoin network. Some jurisdictions limit consumer indemnities, so some or all of the indemnity provisions in this paragraph may not apply to you. If you are obligated to indemnify any of the TFH Parties, we reserve the right, in our sole discretion, to control any action or proceeding and to determine whether to settle and on what terms.

IF YOU ARE A CALIFORNIA RESIDENT, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

If you reside in the European Economic Area (EEA), then the law of the Federal Republic of Germany will apply to this Agreement and any disputes arising out of or related to this Agreement. If you reside outside of the EEA, then the laws of the State of California will apply to this Agreement and any disputes arising out of or related to this Agreement. The governing law stated in this section will apply without regard to principles of conflict of laws. You further agree that the Service will be deemed to be based solely in the State of California, and that although the Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of California.

14.1 PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY. THEY REQUIRE YOU TO SETTLE DISPUTES WITH US THROUGH INDIVIDUAL ARBITRATION BEFORE A SOLE ARBITRATOR, AND NOT AS A MEMBER OF A CLASS ACTION. ARBITRATION PREVENTS YOU FROM SUING US IN COURT OR FROM HAVING A JURY TRIAL, THOUGH YOU MAY BRING A DISPUTE AGAINST US IN SMALL CLAIMS COURT IF YOU QUALIFY.

14.2 We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to legalnotice@toolsforhumanity.com so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within 60 days of your email, and you elect to bring a federal or state statutory claim, common law claim, claim based in contract, tort, fraud, misrepresentation or any other legal theory, or any other formal proceeding arising out of or relating to these Terms, the Content, or the Services (each, a “Dispute”), then you agree to resolve the Dispute through binding arbitration, on an individual basis according to the following terms (collectively, the “Arbitration Agreement”):

14.3 30-Day Right to Opt Out. You have the right to opt out and not be bound by this Arbitration Agreement by sending an email from the address you used to set up your application to legalnotice@toolsforhumanity.com with the Subject Line: “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT. You must send your email within 30 days of agreeing to these Terms, otherwise you will be bound to arbitrate Disputes in accordance with the terms of this Arbitration Agreement. If you opt out of this Arbitration Agreement, we will also not be bound by the Arbitration Agreement.

14.4 Changes to this Arbitration Agreement. We will provide you 30 days’ notice of any changes to the section of these Terms titled “Dispute Resolution, Arbitration and Waiver of Class Action” by notice to you, and the changes will become effective 30 days after you receive notice from us. Changes to the Dispute Resolution, Arbitration and Waiver of Class Action section will otherwise apply prospectively only to Disputes that arise after the 30th day. If a court or arbitrator decides that the changes to this sectionare not enforceable or valid, then the changes will be severed from these Terms and the court or arbitrator will apply the terms of the first Arbitration Agreement in effect after you began using the Services. You may exercise your right to opt out of the new Arbitration Agreement terms by following the procedures set forth in the section above titled “30-Day Right to Opt Out.”

This Arbitration Agreement will survive the termination of these Terms, and your use of the Services.

Notwithstanding anything in this Arbitration Agreement to the contrary, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

15.1 No Waiver; Severability; Non-Assignability. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

15.2 Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between you and us with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning the Services. Section headings in these Terms are for convenience only and will not govern the meaning or interpretation of any provision.

15.3 Survival. All provisions of these Terms pertaining to suspension or termination, debts owed to TFH, general use of the Services, Disputes with TFH, as well as provisions which by their nature extend beyond the expiration or termination of these Terms, will survive the termination or expiration of these Terms.

15.4 Relationship of the Parties. Nothing in these Terms will be deemed or is intended to be deemed, nor will it cause you and TFH to be treated as partners, joint-venturers, or otherwise as joint associates for profit, and neither you nor TFH will be treated as the agent of the other. This includes the fact that nothing in these Terms establishes or is intended to establish any employment relationship between you and TFH.

15.5 No Professional Advice or Fiduciary Duties. All Content provided by us is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services or any Digital Tokens, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by Law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

15.6 Change of Control. In the event that we are acquired by or merged with a third-party entity, or otherwise assigns certain functions to an affiliated or successor entity or other entity that we determine is in the best interest of Users, then we reserve the right, in any of these circumstances, to transfer or assign the Data we have collected from you as part of such merger, acquisition, sale, or other change of control.

15.7 Force Majeure. We will not be liable for delays, failure in performance, or interruption of service that result directly or indirectly from significant market volatility in Digital Tokens, any act of God, acts of civil or military authorities, acts of terrorists, civil disturbances, war, strike, health emergency, labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, or any cause or condition beyond our reasonable control (each, a “Force Majeure Event”). The occurrence of a Force Majeure Event will not affect the validity and enforceability of any of the remaining provisions of these Terms.

15.8 App Stores. Where you download our Apps from any app store or distribution platform other than the Apple App Store, including the Google Play Store (the "Distribution Platform") you agree that:

15.9 Apple App Store. This section applies where the Apps have been acquired from the Apple App Store. You acknowledge and agree that the Terms are solely between you and us, not Apple, Inc. ("Apple") and that Apple has no responsibility for the Apps or content thereof. Your use of the Apps must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of the Apps to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the Apps to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to us as provider of the Apps.

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to us as provider of the software.

You acknowledge that, in the event of any third-party claim that the Apps or your possession and use of that Apps infringe that third party's intellectual property rights, TFH, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

You represent and warrant that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You and TFH acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms of Service as relates to your license of the Apps, and that, upon your acceptance of the terms and conditions of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service as relates to your license of the Apps against you as a third-party beneficiary thereof.

15.10 Grievance Redressal. We have appointed a Grievance Officer for India as detailed below. Please note that the Grievance Officer contact should only be contacted by users in India as per India’s Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. Additional user verification may be requested.

Grievance Officer: Jannick Preiwisch

EMAIL ID: grievanceofficer@toolsforhumanity.com

OPTOC 20240206