Worqle Terms of Service

Last Updated: May 31, 2025

1. Introduction

Welcome to Worqle "Worqle," we Worqle is an innovative platform designed to empower YouTube creators by facilitating transparent content monetization, intellectual property management, and royalty distribution through blockchain technology. Our services include YouTube channel synchronization, smart wallet payouts, license management, content protection, and analytics, among others.

These Terms of Service ("Terms") govern your access to and use of the Worqle website, mobile applications, and all related services, features, content, and applications (collectively, the "Service").

2. Acceptance of Terms

By accessing or using the Service, whether as a guest or a registered user, you signify that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy. If you do not agree with these Terms, you may not access or use the Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and indicate the date these Terms were last revised. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms.

3. User Accounts

a. Account Creation: To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and any other credentials used to access your account.

b. Account Responsibility: You are solely responsible for all activities that occur under your account, whether or not you have authorized such activities. You agree to notify Worqle immediately of any unauthorized use of your account or any other breach of security. Worqle will not be liable for any loss or damage arising from your failure to comply with this Section.

c. Eligibility: You must be at least 13 years old to create an account and use the Service. By creating an account, you represent and warrant that you are at least 13 years old above and have the legal capacity to enter into these Terms.

d. Account Termination: We reserve the right to suspend or terminate your account at our sole discretion, without notice or liability, for any reason, including but not limited to breach of these Terms, fraudulent or illegal activity.

4. Prohibited Activities

You agree not to use the Service to:

a. Upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

b. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

c. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service.

d. Upload, post, email, transmit, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

e. Upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party.

f. Engage in any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

g. Upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

h. Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service.

i. Engage in any fraudulent, unlawful, or unauthorized activity, including but not limited to misrepresentation, phishing, or other deceptive practices.

j. Attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Worqle server, by hacking, password "mining," or any other illegitimate means.

k. Access or attempt to access private blockchain keys or other sensitive credentials not explicitly provided to you by Worqle for your own authorized use.

5. Intellectual Property

a. Your Content: You retain all ownership rights in the content you create, upload, or manage through the Service ("Your Content"). By using the Service, you grant Worqle a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with the Service and Worqle's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.

b. Service Content: All other content, features, and functionality of the Service (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Worqle, its licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

c. YouTube Integration: As Worqle integrates with the YouTube API Services, you agree to be bound by the YouTube Terms of Service when using related features.

6. Blockchain and Cryptocurrency Specifics

a. Volatile Nature: You acknowledge and understand that cryptocurrencies, blockchain technology, and the underlying assets managed by the Service are subject to extreme price volatility. Worqle does not guarantee the value of any cryptocurrency or digital asset.

b. User Responsibility for Wallets: You are solely responsible for the security of your cryptocurrency wallets, private keys, and any related credentials. Worqle does not store your private keys and cannot recover them if lost or stolen. You acknowledge the risks associated with cryptocurrency transactions, including but not limited to loss of funds, security breaches, and transaction irreversibility.

c. Transaction Finality: Transactions on the blockchain are irreversible. Once a transaction is initiated and confirmed on the blockchain, it cannot be undone. Worqle is not responsible for errors in transactions initiated by you.

d. Gas Fees: You acknowledge that blockchain transactions may incur network transaction fees ("gas fees"), which are external to Worqle and are your sole responsibility.

e. Smart Contracts: You understand that Worqle facilitates interactions with smart contracts on various blockchains. You acknowledge and accept the inherent risks associated with smart contracts, including but not limited to bugs, vulnerabilities, and potential for exploits.

7. Payment Terms & Royalties

a. Royalty Calculation & Distribution: Worqle facilitates the calculation and distribution of royalties based on your content's performance and pre-defined licensing agreements. While we strive for accuracy, the final amounts are subject to various factors including platform fees, gas fees, and market conditions.

b. Payout Thresholds: Payouts of royalties will be subject to minimum thresholds as determined by Worqle and clearly communicated within the Service.

c. Fees: You acknowledge that Worqle may charge platform fees for its services, and that blockchain transactions (e.g., sending crypto) will incur network "gas" fees, which are your responsibility. All fees will be clearly displayed.

d. No Refunds: All payments and transactions facilitated by Worqle are final and non-refundable, unless otherwise explicitly stated by Worqle or required by law.

8. Termination

a. By You: You may terminate your account at any time by contacting us at support@worqle.com or through your account settings.

b. By Worqle: We may terminate or suspend your account, or your access to all or any part of the Service, at our sole discretion, without prior notice or liability, for any reason, including without limitation if you breach these Terms, engage in fraudulent or illegal activities, or if your account is inactive for an extended period.

c. Effect of Termination: Upon termination, your right to use the Service will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Any outstanding royalties owed to you will be paid out according to our standard payout schedule, subject to any applicable fees or minimum thresholds.

9. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WORQLE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WORQLE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE. IN NO EVENT SHALL WORQLE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU TO WORQLE, IF ANY, IN THE LAST TWELVE (12) MONTHS FOR ACCESSING OR USING THE SERVICE.

11. Indemnification

You agree to defend, indemnify, and hold harmless Worqle, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, Your Content, any use of the Service's content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Service.

12. Dispute Resolution

Arbitration Agreement.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof, including disputes concerning the interpretation, performance, or enforceability of any provision, shall be resolved exclusively by binding arbitration rather than in court. By agreeing to these Terms, you and Worqle expressly waive any right to a trial by jury or to participate in a class action.

Arbitration Administrator and Rules.

The arbitration will be administered by the Abuja Centre for Arbitration (ACA) in accordance with its Arbitration Rules (the "ACA Rules"), as modified by this Section 12.1. If the ACA is unable or unwilling to administer the arbitration, the parties agree to select a replacement administrator by mutual consent; if no agreement can be reached, either party may petition the Federal High Court of Nigeria, sitting in Abuja, to appoint an alternative administrator.

Location of Arbitration.

All arbitration proceedings shall take place in Abuja, Nigeria, unless the parties mutually agree otherwise in writing. If in-person hearings are impracticable or if both parties consent, hearings may be conducted via secure video‐conference at locations pre-approved by the arbitrator.

Use of Blockchain‐Based Evidence.

On-Chain Records as Evidence. Any party to the arbitration may submit on-chain data—such as smart contract execution logs, immutable transaction records on the Polygon network, cryptographic proofs of payment, or time-stamped ledger entries—as evidence. Such records shall be presumed authentic and accurate so long as the submitting party provides valid blockchain identifiers (e.g., transaction hashes, block numbers) and any necessary decryption keys or metadata.

Chain of Custody. All parties agree that blockchain‐stored records are admissible without further foundation, provided that the party relying on those records can demonstrate an unbroken chain of custody (i.e., uninterrupted hashing from transaction origin to the public ledger). The arbitrator may request supplemental attestations, such as cryptographic signatures, to verify the integrity of off-chain data linked to on-chain records.

Smart Contract‐Enabled Enforcement. If the arbitrator issues a monetary award or specific performance order that can be enforced via smart contract (for example, releasing escrowed funds or triggering an automated royalty payment), the parties agree to cooperate in good faith to implement such enforcement on-chain. This may include, without limitation, executing a court-approved smart contract function or transferring assets to an escrow wallet under the arbitrator's instructions.

Selection of Arbitrator.

Within 30 days after a Notice of Arbitration is served, the parties shall jointly appoint a sole arbitrator who is (i) licensed to practice law in Nigeria, (ii) experienced in both technology contracts and blockchain-related disputes, and (iii) not disqualified under the ACA Rules.

If the parties cannot agree on an arbitrator within this 30-day window, the ACA shall appoint the arbitrator in accordance with its Rules, taking into account the required qualifications.

The arbitrator shall remain neutral and impartial, and must disclose any conflicts of interest in writing before confirming appointment.

Arbitration Procedures.

Governing Law. The arbitrator shall apply the substantive law of the Federal Republic of Nigeria (without regard to conflict-of-law principles) and the ACA Rules, except where those rules conflict with these Terms.

Preliminary Conference. Within 14 days after appointment, the arbitrator shall convene a Preliminary Conference (in person, by phone, or by secure video-conference) to set deadlines for document exchange, fact witness disclosures, expert witness disclosures (if any), and to schedule any necessary hearing dates.

Discovery. The arbitrator has broad discretion to order reasonable document production, depositions, or site inspections, including blockchain forensic analysis, as necessary to adjudicate the dispute fairly. Requests for discovery must be relevant to the claims or defenses and proportional to the needs of the case.

Hearing and Final Award. A hearing, if requested by any party, shall occur no later than 90 days after the arbitrator's appointment. The arbitrator shall issue a written Final Award within 30 days after the close of the hearing (or, if there is no hearing, within 30 days after the final submission). The award shall include a statement of reasoning and, if applicable, specific instructions for any smart contract enforcement mechanisms.

Payment of Fees and Costs.

Arbitrator's Fee. Each party shall initially bear its own administrative and arbitrator fees as determined by the ACA Rules. However, the arbitrator may reallocate such fees (including reasonable attorneys' fees and expert fees) in the Final Award, based on the relative merits of each party's claims.

Blockchain Arbitration Platform Fees. To the extent that on-chain dispute resolution services (e.g., smart contract escrow or an external decentralized arbitration protocol) impose additional fees, those costs shall be treated like "arbitration expenses." The arbitrator may shift payment responsibility for those costs in the Final Award.

Confidentiality.

The parties, arbitrator, and any witnesses or experts shall keep all proceedings and any Final Award confidential, except as necessary to prepare for or conduct the proceeding, to enforce a Final Award, or as otherwise required by law or by the federal securities laws of Nigeria.

Notwithstanding the foregoing, each party may disclose limited information to its legal or financial advisors, auditors, and insurers under similar confidentiality obligations.

Exception for Injunctive Relief.

Either party may apply to a court of competent jurisdiction in Abuja, Nigeria, for injunctive relief or other provisional remedies, whether before or during the arbitration. If a court grants relief, arbitration shall proceed on all other claims. Any interim order by a court shall not be construed as a waiver of the obligation to arbitrate under this Section 12.

Effect of Award.

The Final Award shall be final and binding on both parties, and judgment on the Award may be entered in any court having jurisdiction, including any Nigerian court or, if applicable, any foreign court under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. If the award directs on-chain enforcement, the parties agree to cooperate in good faith to implement the arbitrator's Decision promptly by executing or amending any necessary smart contract functions.

Severability.

If any portion of this Dispute Resolution clause is deemed invalid or unenforceable under applicable law, such portion shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. If the binding nature of arbitration is held unenforceable, the parties agree that the dispute may continue in a court of competent jurisdiction in Abuja, Nigeria, subject to any other limitations set forth herein.

Survival.

This Section 12 shall survive termination of these Terms, the conclusion of any arbitration or court proceeding (unless unenforceable), and any settlement of the dispute.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Federal Republic of Nigeria, without regard to its conflict of law provisions.

14. Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Service thereafter. Your continued use of the Service following the posting of revised Terms means that you accept and agree to the changes.

15. Contact Information

If you have any questions about these Terms, please contact us at:

Head Office:

Worqle Technologies Ltd.

No. 15 Aminu Kano Crescent,

Wuse II, Abuja, Nigeria.

Email: support@gmail.com

Website: www.worqle.com