WPHI-COIN I.C.O.Countdown



JOIN WPHI COIN SOCIAL NETWORK


WPHI-COIN, INITIAL COIN OFFERING (I.C.O.);

Raise ; U.S. $250,000,000
End ; to be announced
Pre-sales ; Please send email to sales@wphi-coin.com , a sales representative will contact you.




THE WPHI-COIN INITIAL COIN SALE (“I.C.O.”) Terms and Conditions;


WPHI-COIN,INC. , conducts business in compliance with the U.S.A. Patriot Act, the U.S. Bank Secrecy Act and Anti-Money Laundering Rules, the rules and requirements of the U.S. Office of Foreign Asset Control, and Know Your Customer requirements. In addition, NO Wphi-Coins can be sold or used in countries that the U.S. Treasury Department states that American companies are forbidden from trading with under various laws, rules, and regulations. The Wphi-Coin I.C.O. is NOT available for participation by U.S. citizens, residents, or green card holders.


1) The following Terms and Conditions (“Terms”) govern the initial sale of the cryptographic coins – Wphi-Coin (whether singularly or otherwise, “Wphi-Coin”) – that are required to transact on the Wphi-Coin open software platform described in the Wphi-Coin Whitepaper (“Wphi-Coin Platform”) to users (“Users” collectively, and “User” individually).


2) The information contained in the Wphi-Coin Whitepaper and on the Wphi-Coin website, is of a descriptive nature only, is not binding, and does not – unless explicitly referred to herein – form part of the Terms, or the agreement between the parties, e.g., WPHI-COIN INC. and User.


3) By participating in the initial sale of Wphi-Coin, User expressly acknowledges and represents that he/she has carefully reviewed the Terms and fully understands the risks, costs, and benefits of purchasing Wphi-Coin, and agrees to be bound by the Terms. As set forth below, User further represents and warrants that, to the extent permitted by law, he/she is authorized to purchase Wphi-Coin in his/her relevant jurisdiction, and is of a legal age to be bound by these Terms.

User will not hold WPHI COIN INC, its parent and affiliates, and the officers, directors, agents, joint ventures, and employees of it, or of its parent and its affiliates, and the suppliers of WPHI-COIN INC. or its parent or affiliates, now or in the future and any other member of the WPHI-COIN INC. the foregoing group (collectively, or individually, the “WPHI-COIN INC. Team”) liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the initial sale of Wphi-Coin.


4) User understands and accepts that WPHI-COIN INC., its employees, agents, and independent contractors will make reasonable efforts to develop and complete the WPHI-COIN INC. Platform and the WPHI-COIN INC. Project, it is possible that such development may fail and User’s Wphi-Coin may become useless and/or valueless due to technical, commercial, regulatory or other reasons. User agrees to hold the foregoing persons and entities harmless therefore.


5) User is aware of the risk that even if all or parts of the WPHI COIN INC. Platform are successfully developed and released in full or in parts, due to a lack of public interest, the WPHI-COIN INC. Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory, or other reasons.

User therefore understands and accepts that purchasing Wphi-Coin carries significant financial, regulatory, and/or reputational risks (including the complete loss of value of purchased Wphi-Coin, and attributed features of the WPHI-COIN INC. Project).


6) This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction under any circumstances or interpretation, whatsoever.

Wphi-Coin is a cryptocurrency, with specific uses of a medium of exchange specifically intended therefore, including the ability to purchase goods and/or services offered by WPHI-COIN INC.’s affiliates and by other persons (natural and non-natural) that may choose to accept Wphi-Coin from time to time, in their sole discretion. Wphi-Coin shall have gold bullion and other investments to provide an inherent minimum value for, and of, the Wphi-Coin, in amounts in the sole discretion of WPHI-COIN INC.


7) Only individuals, entities, or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens or coins, like Bitcoin, and blockchain-based software systems, should consider participation in the initial sale of Wphi-Coin. Users should also have a functional understanding of storage and transmission mechanisms associated with cryptographic tokens/coins.

While the WPHI-COIN INC. Team will be available to assist Users of Wphi-Coin during and after the initial sale, WPHI-COIN INC. will not be responsible for any lost cryptocurrency, or Wphi-Coin resulting from actions taken by, or omitted by Users. Note, in particular, that Users should take great care to write down their wallet password and not lose it so as to be sure that they will be able to access their Wphi-Coin when it becomes available after the initial sale.


8) User acknowledges that the initial sale of Wphi-Coin is NOT available to residents of the United States of America, and locations governed under its laws, or in other countries based on those countries’ laws. As such no citizens or residents of any of the foregoing shall purchase Wphi-Coin, and User warrants that he/she is not a citizen, resident, or entity incorporated in any of the foregoing.

Wphi-Coin is not intended to be a security in that its purchase should not be for the purpose of investment with the expectation that Wphi-Coin may increase in value. While it may increase in value, there can be no expectation, or reliance, that it will. User acknowledges that the Wphi-Coin may decline in value from what User paid, and User shall not hold Wphi-Coin, Inc. liable for any decline for any reason whatsoever.

Wphi-Coin will have value in that it can be used to provide a discounted purchase (compared to fiat currency or credit or debit card payment methods for the same) of certain goods and/or services of WPHI-COIN INC. Affiliates and other persons or entities who may choose to offer goods and/or services for payment in Wphi-Coin. WPHI-COIN INC. and its parent and affiliates shall bear no responsibility for the pricing and/or discounts, if any, of goods and/or services provided by others.


1. CREATION AND SALE OF WPHI-COIN


1.1. No Ownership, Revenue or Governance Rights


9) User understands and accepts that Wphi-coin does not represent or constitute any ownership right or stake, share or security or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to the WPHI-COIN INC. Project and/or Wphi-Coin. Ownership of Wphi-Coin carries no rights, express or implied, other than the right to participate in the Wphi-Coin INC. Project if and to the extent the WPHI-COIN INC. Project has been successfully completed and launched. By receiving Wphi-Coin no form of partnership, joint venture, or any similar or dissimilar relationship between Users and WPHI-COIN INC. and/or other individuals or entities involved with the setting up of the WPHI-COIN INC. Project is created.


1.2. Initial Sale Period


10) The public initial sale of Wphi-Coin will be coming soon in 2017.


11) WPHI-COIN INC. reserves the right to change the date when the initial sale will begin and further reserves the right to extend the sale period for any reason, including the unavailability of the website wphi-coin.com or other unforeseen security or procedural issues. Though it does not currently anticipate doing so, WPHI-COIN INC. also reserves the right to shorten the initial sale period for any reason.


1.3. Wphi-Coin value


12) WPHI-COIN INC. has determined that the initial sale of Wphi-Coin proceeds on the following basis: (i) The value of Wphi-Coin during the entirety of the initial sale shall be announced prior to ICO based on ETH per Wphi-Coin.


13) WPHI-COIN INC. shall stop accepting new purchase orders of Wphi-Coin once the total value of purchase orders of Wphi-Coin reaches the ICO raise target in ETH. However the actual amount of Wphi-Coin sold in the initial sale may be different from the aforementioned value due to the fact that transactions may clear or be cancelled after the end of the initial sale.


1.4. Disclosure of Transactions


14) In the spirit of openness and to enable Users to have as much information as possible to guide their decision making process, WPHI-COIN INC. will disclose in real time the total number of Wphi-Coin sold in order to enable Users to develop an understanding of the size of the existing Wphi-Coin pool at the time of submitting their Wphi-Coin purchase order.


1.5. Sale on WPHI-COIN INC.’s Wphi-Coin website (wphi-coin.com)


15) WPHI-COIN INC. will maintain an interface, which can be used to purchase Wphi-Coin. The interface will be available at wphi-coin.com. Instructions for purchasing Wphi-Coin using the interface will be embedded in, and available for review, on the WPHI-COIN INC. website during the initial sale period. Failure to follow these instructions may limit, delay, or prevent a User from purchasing Wphi-Coin. Any questions about these instructions should be directed sales@wphi-coin.com.


1.6. Obligation to Determine if User Can Purchase Wphi-Coin in User’s Jurisdiction and Pay Applicable Taxes


16) The initial sale constitutes a sale of cryptographic tokens (Wphi-Coin) for obtaining a right to use future software services provided through the WPHI-COIN INC. Platform under United States of America law. This service is going to be provided by WPHI-COIN INC, a State of Wyoming, United States of America, entity, operating under Wyoming and the United States of America law. It is the responsibility of each User of Wphi-Coin to determine if User can legally purchase Wphi-Coin in User’s jurisdiction. In case any taxes have to be paid on the purchase of Wphi-Coin in the jurisdiction where User is located, User shall solely undertake to pay such taxes. User agrees that WPHI COIN INC. bears no responsibility to pay such taxes, and is only responsible for any taxes imposed upon it by any jurisdiction’s laws to which it is subject.


1.7. Know your Customer (“KYC”)


17) During the initial sale of Wphi-Coin, WPHI-COIN INC. requires its KYC procedures to be complied with by all Users purchasing Wphi-Coin at a total value exceeding Five Thousand United States Dollars (or the equivalent in ETH). The KYC procedures require Users to submit a copy of their valid passport or other government issued identification and a utility bill. For legal persons (i.e., non-natural persons), an officer must provide their passport or other government issued identification, identify their position with the entity in addition to their ownership structure and a copy of the entity’s company registration document stamped by the issuing agency with its official stamp or other mark indicating it is an official document.


1.8. Acceptance of the Terms and Representations and Warranties of User


18) By placing a purchase order of Wphi-Coin, User: (i) Consents and agrees to the Terms; (ii) Represents and warrants that User is legally permitted to purchase Wphi-Coin in User’s jurisdiction; (iii) Represents and warrants that User is of a sufficient age to legally purchase Wphi-Coin or has received permission from a legal guardian who has reviewed and agreed to these Terms, whichever applies to User; (iv) Represents and warrants that User will take sole responsibility for any restrictions and risks associated with the purchase of Wphi-Coin as set forth below; (v) Represents and warrants that User is not purchasing Wphi-Coin for the purpose of speculative investment, and is purchasing Wphi-Coin based on its ability to obtain goods and/or services; (vi) Represents and warrants that User is purchasing Wphi-Coin for the use of the WPHI-COIN INC. Platform, or to facilitate development, testing, deployment and operation of applications using the WPHI-COIN INC. Platform; (vii) Represents and warrants that User has an understanding of the usage and intricacies of cryptographic tokens/coins, like Bitcoin, and blockchain-based software systems; (viii) Represents and warrants that User is not a citizen or resident of a country, whose legislation conflicts with the present allocation of Wphi-Coin and/or the WPHI-COIN INC. Project in general and (ix) Represents and warrants that User is not a resident of any country which the United States of America prohibits it citizens, residents, or entities from doing business therewith.


1.9. Independent Confirmation of Purchases


19) During the initial sale process on the wphi-coin.com website, WPHI-COIN INC. will provide Users with a unique intermediary ETH address. (“ETH,” as used anywhere herein stands for Ether. Ether is used broadly for two purposes. It is traded as a digital currency exchange like other cryptocurrencies and is used inside Ethereum to run applications and even to monetize work. Ethereum is a platform and also a programming language (Turing complete) running on a blockchain, helping developers to build and publish distributed applications. Using this address, Users can track and confirm that User’s ETH has been received at that address and has been subsequently and automatically sent to the initial address. Knowledge of the unique intermediary ETH address does not constitute a receipt or indicate in any way that any party possessing such knowledge has rights to or ownership of the purchased Wphi-Coin.


1.10. Receipt of Wphi-Coin and User Email


20) As part of the sale process and in order to purchase Wphi-Coin, User will need to provide an email address (the “User Email”). User Email will be used to email User a notice of the creation of User’s account on the WPHI-COIN INC. token platform service where the purchased Wphi-Coin shall be delivered. By purchasing Wphi-Coin and to the extent permitted by applicable law, User agrees not to hold any members of the WPHI-COIN INC. Team liable for any losses or any special, incidental, or consequential damages arising out of or in any way connected to, User’s failure to access their account.


1.11. Process of Initial Sale of Wphi-Coin


21) Wphi-Coin will be created and delivered to User through the following process: (i) User registers on the website wphi-coin.com, providing all necessary information and agrees to the Terms; (ii) User places a purchase order of Wphi-Coin and pays the corresponding sum required therefor in ETH; (iii) Within 48 hours after the end of the initial sale of Wphi-Coins, the purchased amount of Wphi-Coins will be issued to User on the webpage wphi-coin.com; (iv) In case User has purchased Wphi-Coin in an amount exceeding Five Thousand United States Dollars (or the equivalent in ETH), User agrees to complete the KYC procedure described above, after which Wphi-Coin may be withdrawn to the wallet provided by User. In case the amount of Wphi-Coin purchased is below Five Thousand United States Dollars (or the equivalent in ETH), Wphi-Coin may be immediately withdrawn to the wallet provided by User. User agrees that his/her/its failure to complete the KYC procedure when required, in the circumstances of purchase described above, shall render the purchase of Wphi-Coin in the amount in excess of Five Thousand United States Dollars (or the equivalent in ETH), a nullity and therefore void.


1.12. No Refund


22) All purchases of Wphi-Coin are final and non-refundable. By purchasing Wphi-Coin User acknowledges that he/she has no right to request a refund for any reason, and that User will not receive money or other compensation for any Wphi-Coin that remains unused.


1.13. Fraudulent Attempts to Double Spend ETH


23) WPHI-COIN INC. will monitor all potential transactions for fraudulent attempts to double spend ETH. Any detected double spend of ETH will result in no Wphi-Coin being delivered to the associated User.


1.14. Rejected Transactions


24) WPHI COIN INC. shall maintain the right to reject any transaction for purchase of Wphi-Coin in case User has not complied with the Terms or has not transferred necessary funds in ETH to purchase the requested amount of Wphi-Coin within 24 hours after placing an order to purchase Wphi-Coin. In case of rejection of a transaction, Wphi-Coin, Inc. shall have the right to freely sell Wphi-Coin created for such transactions to other Users.


1.15. WPHI-COIN INC. will not Purchase Wphi-Coin During the ICO


25) WPHI-COIN INC. warrants that it will not purchase Wphi-Coin in its own initial sale. Furthermore WPHI-COIN INC. warrants that it will not acquire Wphi-Coin from any third party during the period of the initial sale of Wphi-Coin.


1.16 WPHI COIN INC. Project Execution


26) User understands and accepts that for the purpose of the development and execution of the WPHI-COIN INC. Project, WPHI-COIN INC. receives the full amount of ETH transferred during the initial sale period. This amount covers expenses, charges and other costs that may arise by WPHI-COIN INC. and/or its subcontractors as part of the development and execution of the WPHI-COIN INC. Project. It remains at WPHI-COIN INC.’s sole discretion to decide how to allocate the funds in order to develop and execute the WPHI-COIN INC. Project. Wphi-Coin, Inc. has the right to engage subcontractors to perform the entire or partial development and execution of the WPHI-COIN INC. Project. The scope of the development work will be triggered by the amount of funds received during the initial sale.


27 User understands and accepts that User may not have any expectation of influence over governance on the WPHI-COIN INC. Project.


28) User understands and accepts that the WPHI-COIN INC. Project will need to go through substantial development works as part of which it may become subject of significant conceptual, technical and commercial changes before release.


29) The WPHI-COIN INC. Platform as well as the smart contract has been programmed according to the current state of the art. However, User understands and accepts that smart contract technology is still in an early development stage and its application is of experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks.


30) Risk. The purchase of Wphi-Coin carries with it significant risk. Prior to purchasing Wphi-Coin, User should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals prior to determining whether to purchase Wphi-Coin. In particular, but not concluding, User understands the inherent risks listed hereinafter:


31) Risk of software weaknesses: User understands and accepts that smart contract system concept; the underlying software application and software platform (i.e., the Ethereum blockchain) is still in an early development stage and unproven. Thus there is no warranty that the process of creating and distributing Wphi-Coin will be uninterrupted or error-free and there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or Wphi-Coin.


32) Regulatory risk: User understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on or introduce new regulations addressing blockchain technology based applications, which may be contrary to the current setup of the smart contract system and WPHI-COIN INC. Platform. This may, inter alia, result in substantial modifications of the smart contract system and/or the WPHI-COIN INC. Project, including its termination and the loss of Wphi-Coin for User.


33) Risk of abandonment / lack of success: User understands and accepts that the creation of the Wphi-Coin and the development of the WPHI-COIN INC. Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). User therefore understands that there is no assurance that, even if the Wphi-Coin, Inc. Project is partially or fully developed and launched, User will receive any benefits through the Wphi-Coin held by him/her.


34) Risk associated with other applications: User understands and accepts that the WPHI-COIN INC. Project may give rise to other alternative projects, promoted by unaffiliated third parties, under which Wphi-Coin will have no intrinsic value under them.


35) Risk of loss of private key: Wphi-Coin can only be accessed by using an Ethereum wallet with a combination of User’s account information (address), private key and password. The private key is encrypted with a password. User understands and accepts that if his/her private key file or password respectively got lost or stolen, the obtained Wphi-Coin associated with User's account (address) or password will be unrecoverable and will be permanently lost.


36) Risk of theft: User understands and accepts that the smart contract system concept, the underlying software application and software platform (i.e., the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of Wphi-Coin or ETH, impacting the ability to develop the WPHI-COIN INC. Project.


37) Risk of Ethereum mining attacks: User understands and accepts that, as with other cryptocurrencies, the blockchain used for the smart contract system is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the smart contract system, expected proper execution and sequencing of Wphi-Coin transactions, and expected proper execution and sequencing of contract computations.


38) Risk of incompatible wallet service: User understands, and accepts, that the wallet or wallet service provider used for purchasing Wphi-Coin must Be compatible with Wphi-Coin.


39) Risks related to incompatible wallets: Wallets have to be technically compatible with the Wphi-coin. Failure to assure this may have the result that User will not gain access to his/her Wphi-Coin.


40) Risks related to intellectual property rights claims: Intellectual property rights claims may adversely affect the operation of the WPHI-COIN INC. Platform. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the WPHI-COIN INC. Platform’s long-term viability or the ability of end-users to hold and transfer Wphi-Coin may adversely affect the value of Wphi-Coin. Additionally, a meritorious intellectual property claim could prevent WPHI-COIN INC. and other end-users from accessing the WPHI-COIN INC. Platform or holding or transferring their Wphi-Coin.


41) No Liability. User bears the sole responsibility to determine if the purchase, ownership or use of Wphi-Coin, the potential appreciation or depreciation in the value of Wphi-Coin over time (if any), the allocation of Wphi-Coin and/or any other action or transaction related to the WPHI-COIN INC. Project have tax implications for him/her. In case of any tax obligations, User shall be under obligation to pay all applicable taxes. By purchasing, holding, or using Wphi-Coin, User agrees not to hold any third party (including developers, auditors, contractors, or founders of WPHI-COIN INC.) liable for any tax liability associated with, or arising from, the creation, ownership, or use of Wphi-Coin or any other action related to the WPHI-COIN INC. Project.


42) User acknowledges and agrees that, to the fullest extent permitted by any applicable law, User will not hold any developers, advisors, auditors contractors or founders of WPHI-COIN INC. liable for any damages or injury whatsoever caused by or related to the use of or the inability to use Wphi-Coin or the WPHI-COIN INC. Platform under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors, advisors, contractors or founders of WPHI-COIN INC. Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the WPHI-COIN INC. Platform and/or Wphi-Coin.


43) User further specifically acknowledges that developers, advisors, auditors, contractors or founders of the WPHI-COIN INC. Project are not liable, and User agrees not to seek to hold them liable, for the conduct of third parties, including other creators of Wphi-Coin, and that the risk of purchasing, holding, and using Wphi-Coin rests entirely with User.


44) By purchasing, holding or using Wphi-Coin, and to the extent permitted by law, User agrees not to hold any third party (including developers, auditors, advisors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the purchase, ownership or use of Wphi-Coin or any other action or transaction related to the WPHI-COIN INC. Project.


45) Privacy. Although WPHI-COIN INC. requires Users to provide an email address and other information, WPHI-COIN INC. will not publish any identifying information related Users without the prior written consent of User unless required to do so under applicable law. WPHI-COIN INC. may request Users from time to time to provide additional information. User undertakes to provide such information. Users may be contacted via email by WPHI-COIN INC. regarding purchase or delivery of Wphi-Coin and the use of Wphi-Coin. 46) DISCLAIMER OF WARRANTIES. THE USER EXPRESSLY AGREES THAT THE USER IS PURCHASING WPHI-COIN AT THE USER’S SOLE RISK AND THAT WPHI-COIN IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE WPHI-COIN PARTIES WARRANT THAT THE WPHI-COIN PURCHASING PROCESS WILL BE UNINTERRUPTED OR ERROR-FREE.


47) NO LIMITATIONS ON WAIVER OF LIABILITY. THE USER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO, USE OF OR INABILITY TO USE, WPHI-COIN OR THE WPHI-COIN PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE WPHI-COIN, INC AND ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, WPHI-COIN. THE USER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE WPHI-COIN PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF WPHI-COIN, AND THAT THE RISK OF PURCHASING AND USING WPHI-COIN RESTS ENTIRELY WITH THE USER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE WPHI-COIN PARTIES BE LIABLE TO ANY USER FOR MORE THAN THE AMOUNT THE USER HAS PAID TO WPHI-COIN FOR THE PURCHASE OF WPHI-COIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A USER.


48) Dispute Resolution. WPHI-COIN INC. and User agree to make good faith efforts to resolve any dispute, controversy or claim arising between them relating to this initial sale of Wphi-Coin and their respective rights and obligations hereunder arising under these Terms.


49) Governing Jurisdiction for the Terms: Terms are governed by the laws of the State of Wyoming, a State of the Unites States of America.


50) Dispute settlements: User and WPHI-COIN INC. agree that any actions on all disputes between User and WPHI-COIN INC. will be conducted in accordance with Wyoming law at a State or Federal court located in Los Angeles, California in the United States of America, where WPHI-COIN INC. counsel and officers reside. Both User and WPHI-COIN INC. agree to the personal jurisdiction over them of such aforementioned courts.


51) Force Majeure WPHI-COIN INC. is not liable for failure to perform caused by: (i) unavoidable casualty, (ii) delays in delivery of materials, (iii) embargoes, (iv) government orders, (v) acts of civil or military authorities, (vi) acts by common carriers, (vii) emergency conditions (including weather conditions), or (viii) any similar unforeseen event that renders performance commercially impracticable or impossible.


52) If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Agreement, in whole or in part, for the duration of the force majeure circumstances. The party experiencing force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.


53) Complete Agreement. These Terms set forth the entire understanding between each User and WPHI-COIN INC. with respect to the sale and use of Wphi-Coin. For facts relating to the sale and use of Wphi-Coin, User agrees to rely only on the Terms and understands that the Terms alone govern the sale and use of Wphi-Coin and supersede any public statements about the initial sale made by third parties or by WPHI-COIN INC. or individuals associated with any WPHI-COIN INC. Parties, past and present and during the initial sale. This Agreement shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Agreement, and any uncertainty or ambiguity shall not be interpreted against any one party.


54) Severability. User and WPHI-COIN INC. each agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.


55) No Waiver. The failure of WPHI-COIN INC. to require or enforce strict performance by User of any provision of these Terms or WPHI-COIN INC.’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of WPHI-COIN INC.’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by WPHI-COIN INC. of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by WPHI-COIN INC. shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by User and a duly appointed officer, employee, or agent of WPHI-COIN INC.


56) Updates to the Terms. WPHI-COIN INC. reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time before or during the initial sale by posting the amended Terms on the WPHI-COIN INC. token website (wphi-coin.com). Any User will be deemed to have accepted such changes by purchasing Wphi-Coin. The Terms may not be otherwise amended except in a signed writing executed by both User and WPHI-COIN INC. For purposes of this Agreement, "writing" does not include an e-mail message. If at any point User does not agree to any portion of the then-current version of the Terms, User should not purchase Wphi-Coin.


57) Cooperation with Legal Authorities, Inc. will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions. In accord with one of the core principles of the WPHI-COIN INC. Project — transparency — WPHI-COIN INC. will endeavor to publish any legal enquiries upon receipt.


58) Attorney’s Fees and Costs. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


59) No Assignment; No Third Party Beneficiary. No party hereto will assign its rights or delegate its obligations hereunder without written consent of the other party except to an Affiliate of such party; provided that no such assignment will relieve the assignor of its obligations. The provisions of this Agreement are for the benefit only of the parties, and no third party may seek to enforce or benefit from these provisions.


This is the end of the Terms and Conditions for the Wphi-Coin I.C.O. and its later ownership and use. WPHI-COIN, INC. is a wholly owned subsidiary of WYOMING PACIFIC HOLDINGS, INC.


Terms and Conditions are subject to change without notice. The above document is effective as of September 5, 2017 12:01 A.M. Pacific Standard Time.


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