Terms of Service

Last Updated: May 02, 2022.

These Terms of Service (“Terms”) apply to your access to and use of the wenewlabs.xyz website and any successor websites (the “Site”) provided by WENEW, Inc. (“WENEW,” “we,” or “us”). The Site may contain links to external products, services or transactions, and any products, services or transactions available through those external websites or applications are governed by the terms of such website or application. By accessing or using the Site, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 12. If you do not agree to these Terms, do not use the Site.

If you have any questions about these Terms or the Site, please contact us at support@wenewmoments.com. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy at https://www.wenewlabs.xyz/privacy-policy.

Eligibility

You must be at least 18 years of age to use the Site. If you are under 18 years of age (or the age of legal majority where you live), you may use the Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to the Site. If you use the Site on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.

Prohibited Conduct and Content

(a) You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using the Site. You will not: 

- Copy, reproduce, distribute, publicly perform or publicly display all or portions of the Site, except as expressly permitted by us or our licensors; 

- Modify the Site, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Site; 

- Use the Site other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner;

- Reverse engineer any aspect of the Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Site;

- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Site; 

- Develop or use any applications that interact with the Site without our prior written consent;

- Use the Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

(b) Enforcement of this Section 2 is solely at WENEW’s discretion, and failure to enforce this section in any instance(s) does not constitute a waiver of our right to enforce it in other instances.  In addition, this Section 2 does not either provide any private right of action for you or for any third party nor does it create any expectation that the Site will not contain any content that is prohibited by such rules.

(c) Please note that parental control protections (such as computer hardware, software or filtering services) may be commercially available to assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on April 25, 2022).  

Ownership

The Site, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by WENEW or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Site are reserved by us or our licensors. For clarity, nothing in these Terms shall be deemed to grant any license (express or implied), including but not limited to any license or right to access or use our Site or any content on our Site for any reason or purpose whatsoever. Any use of the Site other than as specifically authorized herein, without our prior written permission, is strictly prohibited.

Trademarks

”WENEW,” “10KTF,” “Wagmi-san,” “Altitude,” and our logos, our product or service names, our slogans and the look and feel of the Site are trademarks of WENEW and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. 

Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about WENEW or the Site (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in WENEW’s sole discretion. You understand that WENEW may treat Feedback as nonconfidential. 

Third-Party Content and Third-Party Website(s)

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Site (collectively, “Third-Party Content”). We may provide links to the websites or applications of such third parties (“Third-Party Website(s)”). Any dealing(s), transaction(s), activity, interaction or correspondence which you may have with any such Third-Party Website and your use of or interaction with any Third-Party Content, is solely between you and such Third-Party Website(s) or owner or operator of such Third-Party Website(s). WENEW does not control or endorse any such Third-Party Website or Third-Party Content. WENEW specifically disclaims any and all representations or warranties in connection with any such Third-Party Website or Third-Party Content. You acknowledge your access to and use of such Third-Party Content or Third-Party Website is at your own risk. Further, your access to and use of any such Third-Party Website or Third-Party Content will be subject to the terms of such other Third-Party Website or terms provided by that party in connection with such Third-Party Content.

Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless WENEW and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “WENEW Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Site; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Site. You agree to promptly notify WENEW Parties of any third-party Claims, cooperate with WENEW Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the WENEW Parties will have control of the defense or settlement, at WENEW's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and WENEW or the other WENEW Parties.

Disclaimers

Your use of the Site is at your sole risk. Except as otherwise provided in a writing by us, the Site and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, WENEW does not represent or warrant that the Site is accurate, complete, reliable, current or error-free. While WENEW attempts to make your use of the Site and any content therein safe, we cannot and do not represent or warrant that the Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Site.

Limitation of Liability

(a) To the fullest extent permitted by applicable law, WENEW and the other WENEW Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if WENEW or the other WENEW Parties have been advised of the possibility of such damages.

(b) The total liability of WENEW and the other WENEW Parties for any claim arising out of or relating to these Terms or the Site, regardless of the form of the action, will not exceed US $20.

(c) The limitations set forth in this Section 9 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of WENEW or the other WENEW Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Collection, Transfer and Processing of Data and Use of Cookies

In order for us to provide the Site, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law. Additionally, the Site may use cookies for marketing, analytics and the uses further described in our Privacy Policy. By using or interacting with the Site, you agree to the placement and use of such cookies, including the data collected by such cookies in accordance with our Privacy Policy. 

Information Submitted in Response to or as Part of Job Applications

If you apply for a job with WENEW through the Site, the information you provide to WENEW to apply for the position will be collected and used by WENEW pursuant to our Privacy Policy, located at https://www.wenewlabs.xyz/privacy-policy. For clarity, in the event of any conflict between these Terms and the Privacy Policy, the terms of the Privacy Policy will prevail.  

Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with WENEW and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(a) No Representative Actions. You and WENEW agree that any dispute arising out of or related to these Terms or the Site is personal to you and WENEW and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

(b) Arbitration of Disputes. You agree to waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or the Site, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against WENEW you agree to first contact WENEW and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to WENEW by email at support@wenewmoments.com. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and WENEW cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by the American Arbitration Association (“AAA”) or, under the limited circumstances set forth above, in court. All Disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Los Angeles County, California.  You and WENEW agree that Disputes will be held in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules are available on the AAA website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason. 

(c) You and WENEW agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. 

(d) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.  The arbitrator, WENEW, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.  

(e) You and WENEW agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $200 if you are a consumer), and WENEW will pay the remaining AAA fees and costs. For any arbitration initiated by WENEW, WENEW will pay all AAA fees and costs. You and WENEW agree that the state or federal courts of the State of California and the United States sitting in Los Angeles County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. 

(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and WENEW will not have the right to assert the claim. 

(g) You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at support@wenewmoments.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 13.

(h) If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 12; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable. 

Governing Law and Venue

Any dispute arising from these Terms and your use of the Site will be governed by and construed and enforced in accordance with the laws of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration will be resolved in the state or federal courts of California and the United States, respectively, sitting in Los Angeles County, California.

Modifying and Terminating Access to the Site

We reserve the right to modify the Site or to suspend or stop providing access to the Site at any time. You also have the right to stop using the Site at any time. We are not responsible for any loss or harm related to your inability to access or use the Site.

Amendments

We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email or providing a notice through the Site or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the Site after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Site.

Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

Miscellaneous

(a) The failure of WENEW to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understanding between the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect.  Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. 

(b) These Terms are entered into solely between you and WENEW and, except for your indemnification obligations under Section 7, will not be deemed to create any rights in any third parties to these Terms, or to create any obligations on the party of WENEW to any third party.