UBee Units — Terms & Disclosures

Issuer: WooWay LLC, a Virginia limited liability company
Effective Date: June 2026 · Last Updated: June 2026 · Version 1.0 (baseline)
Related: Terms of Service · Privacy Policy · Units Acceptable Use Policy

Plain-English Summary

The formal terms below control if there is any conflict.

  • Units are a cosmetic counter. They appear in the app as a number associated with your account. That number is the entire feature today.
  • Units have no cash value. They are not money, not legal tender, not a security, not a currency of any kind, not a digital asset, and not redeemable for cash or anything else of monetary value.
  • You don't earn, buy, or win Units. Units are distributed passively at a rate WooWay sets, simply for being part of the UBee local social network. There is no purchase, no work, no contest, no consideration.
  • Units have no current use. They do not unlock features, content, or benefits today.
  • Units may never have any use. WooWay is not committing to any future use case. Whether Units are ever used for anything is entirely at WooWay's discretion. If a future use is ever introduced, it would be cosmetic and entertainment only.
  • Units cannot be transferred, sold, traded, or cashed out. Any attempt to do so is null and void and may result in forfeiture and account action.
  • We may change, pause, or end the Units feature at any time. Including expiring or zeroing balances. Because Units have no monetary value, no compensation is owed.
  • The dashboard numbers (distribution rate, "Total Available" of 2,718,282…, etc.) are decorative. They can change without notice, and the "Total Available" figure is not in the same units as your individual counter — it's a whimsical reference to Euler's number, deliberately game-like.

1. Definitions

1.1 "Account" means your registered UBee user account.

1.2 "App" / "Service" means the UBee mobile application (distributed via the Apple App Store and Google Play), the ubee.social website, and related WooWay-operated services.

1.3 "Units" means the cosmetic, in-app participation counter described in these Terms. The word "Units" (singular "Unit") is the only public-facing name for the counter.

1.4 "In-App Counter" means the running tally of Units shown in your Account. The In-App Counter is a numerical display only. It is not a balance, a deposit, a bank account, a stored-value account, a prepaid account, or a wallet of any kind.

1.5 "Closed Loop" means that Units exist and function only within UBee, cannot be used with third parties, cannot be transferred between users, and cannot be exchanged for cash or value outside the App.

1.6 "Eligible User" means a user who meets the eligibility and age requirements in Section 3 and whose Account is in good standing.

1.7 "Operator" means WooWay LLC.

2. Nature of Units — What They ARE and What They ARE NOT

2.1 What Units ARE

Units are a cosmetic, decorative numerical counter that increments at a passive rate set by WooWay, for the personal entertainment of Eligible Users. The In-App Counter reflects the cumulative passive distribution to your Account and is part of the visual texture of the App. WooWay retains all right, title, and interest in and to the Units feature, and may modify, suspend, revoke, or terminate the feature, your access to it, or your In-App Counter consistent with these Terms. You acquire no property right, ownership interest, or enforceable monetary claim in or to Units.

2.2 What Units ARE NOT

Units, individually and collectively, expressly and definitively:

2.3 Closed Loop / Not Money Transmission

Because Units exist only as an in-App cosmetic counter, cannot be exchanged for or redeemed into real currency, and cannot be transferred to other persons, WooWay is not acting as an administrator or exchanger of any currency, and is not providing money transmission services. Consistent with FinCEN guidance FIN-2013-G001 ("Application of FinCEN's Regulations to Persons Administering, Exchanging, or Using Virtual Currencies," March 18, 2013), maintaining a closed-loop, non-redeemable in-app counter does not constitute "money transmission services."

2.4 No Monetary Value as a Design Feature

The absence of monetary value, transferability, and out-of-App redeemability is a fundamental design feature of Units, not a temporary limitation. Many of the legal characterizations above (e.g., not e-money, not stored value, not a gift card, not a security, not subject to escheatment) depend on Units having no monetary value, and you agree not to treat Units as having monetary value.

3. Eligibility & Age

3.1 Minimum age. You must meet the minimum age to use UBee as stated in the main Terms of Service. UBee is intended for adults aged 18 and older. In jurisdictions that set a higher minimum digital-consent age, that higher age applies.

3.2 Minors. If you are at least 18 but under the age of majority in your jurisdiction, your use of UBee is subject to any parental-consent and child-protection rules that apply to you in your jurisdiction. Where applicable rules require verifiable parental consent or restrict data collection, WooWay treats affected users accordingly, and certain features may be unavailable.

3.3 No purchases. Units cannot be purchased; see Section 4. This Section does not authorize, and is not a representation about, any future purchase mechanism that may or may not be introduced.

4. How Units Are Distributed

4.1 Passive Distribution Only

Units are passively distributed at a rate set by WooWay in its sole discretion (the "Distribution Rate"), to Eligible Users by virtue of being part of the UBee local social network. The Distribution Rate as of the Effective Date is seven (7) Units per Eligible User per day. Units are not earned, purchased, won, gifted, or otherwise acquired in exchange for any payment, work, performance, achievement, or consideration.

4.2 No Purchase

Units cannot be purchased. There is no in-app purchase, subscription, paywall, or other payment mechanism that confers or accelerates Units. WooWay does not accept money for Units.

4.3 No Promotional Tie

Units are not promotional incentives, contest prizes, sweepstakes entries, or rewards tied to advertising, referrals, or commercial activity. The In-App Counter incrementing is not consideration, an inducement, or a "thing of value" offered in exchange for any user action.

4.4 Distribution Rate May Change

The Distribution Rate, the parameters of who is an Eligible User, the eligibility windows, and all related mechanics may be established, modified, paused, lowered (to zero), or discontinued by WooWay at any time in its sole discretion. You do not have any vested right to any Distribution Rate, and the prior accumulation of Units in your In-App Counter does not entitle you to continued availability of any rate, feature, or benefit.

4.5 Anti-Abuse

Units distributed as a result of fraud, automation, account abuse, multi-accounting, or other violations of these Terms, the main Terms of Service, or the Units Acceptable Use Policy are void and may be removed (see Sections 7 and 8 and the AUP).

5. Use of Units — Current and Future

5.1 No Current Use Case

As of the Effective Date, Units have no use case. They do not unlock features, content, benefits, status, ranks, badges, or any other functionality within the App. They are a cosmetic counter only.

5.2 Possible Future Cosmetic / Entertainment Use — Not a Commitment

WooWay may, in its sole discretion, consider introducing a future, optional, in-app feature in which Units could be referenced or consumed for purely cosmetic and entertainment purposes. Whether any such future feature is ever developed, when, in what form, or in what jurisdictions, is entirely at WooWay's discretion, and WooWay makes no commitment, promise, schedule, or guarantee. Any such future feature, if introduced, would itself be cosmetic and entertainment only, would not confer monetary value, would not be exchangeable for cash, and would be subject to terms WooWay determines at that time. It is reasonable to assume that no such future feature will be developed, and you should not rely on any expectation that Units will ever have any utility, use case, or value of any kind.

5.3 No Transfer; No Cash-Out; No Third-Party Use

Units cannot be transferred or gifted between users, cannot be cashed out, and cannot be used with or redeemed through any third party. There is no secondary market for Units, and WooWay will not facilitate one.

5.4 Prohibition on Outside Trading

Selling, offering to sell, buying, brokering, advertising, trading, bartering, or transferring Units (or Accounts for the purpose of transferring Units) to any third party in exchange for money, real or virtual currencies, items of value, or anything else, whether on or off UBee, is strictly prohibited. Any attempted prohibited sale or transfer will be null and void and may result in forfeiture of Units and account suspension or termination. See the Units Acceptable Use Policy for the full anti-abuse rules.

5.5 Dashboard Statistics — Presentational Only, May Change Without Notice

The in-App dashboard for Units displays a number of visual counters and statistics, including (without limitation) the per-user Distribution Rate (currently shown as "7 Units / day"), a running figure for the cumulative number of Units distributed across the network ("Units Distributed"), a population figure for users in the network ("Total Bees"), a weekly-new-users figure ("New Bees (week)"), and a stylized figure labeled "Total Available" displayed as 2,718,282…. All of these dashboard statistics are presentational and decorative only. They may be added, removed, replaced, renamed, paused, frozen, redefined, recalculated, restated, or set to any value, by WooWay at any time, in WooWay's sole discretion, and without prior notice to you. None of these statistics constitutes a representation, warranty, commitment, or contractual term; none of them creates any expectation that you can rely upon; and none of them gives you any right, claim, or remedy against WooWay if it changes.

In particular:

The combined effect — a fixed whimsical decorative figure displayed alongside changing operational counters, in mismatched units of measurement — is intentional. It is part of how the Units feature visually communicates its game-like, entertainment-only, cosmetic character. You acknowledge and accept this design and agree not to rely on any dashboard statistic as a representation of fact, value, or future behavior.

6. No Monetary Value, No Refunds, No Cash-Out

6.1 No monetary value. Units have no equivalent value in real currency. WooWay is not obligated to exchange your Units for cash or for anything else of value.

6.2 No purchase, no refund. Because Units cannot be purchased (Section 4.2), there is no payment to refund. If, in the future, WooWay introduces any in-app purchase (which would be processed exclusively through Apple In-App Purchase or Google Play Billing per Section 10), refunds for such purchases would be handled by Apple or Google under their respective policies; WooWay does not directly process such refunds.

6.3 No obligation to redeem. Except as required by applicable law, WooWay has no obligation to redeem, repurchase, or convert Units into money or any item of monetary value, ever.

6.4 No claim against WooWay. Your In-App Counter does not give you a debt, deposit, or other monetary claim against WooWay. You have no property, proprietary, intellectual-property, ownership, or monetary interest in Units.

7. Modifications, Suspension, Discontinuation, Forfeiture

7.1 Right to modify. WooWay may, in its sole discretion and at any time, modify the Units feature, including the Distribution Rate, the rules for eligibility, the In-App Counter mechanics, expiration rules, and the rules for retaining or forfeiting Units.

7.2 Right to expire balances. WooWay may set, change, or apply expiration or inactivity rules to In-App Counters. Where balances expire or are zeroed, they are forfeited with no monetary obligation to you.

7.3 Clawback of improperly distributed Units. WooWay may reverse, remove, or adjust Units that were distributed as a result of fraud, error, exploitation, automation, account abuse, or violation of these Terms, the main Terms of Service, or the Units Acceptable Use Policy.

7.4 Suspension and closure. WooWay may suspend, restrict, or terminate your Account or your access to the Units feature for violations of these Terms, the main Terms of Service, the Units Acceptable Use Policy, or applicable law (see Section 8).

7.5 Right to discontinue the feature. WooWay may discontinue the Units feature in whole or in part at any time, with notice where practicable. WooWay will use commercially reasonable efforts to provide notice through in-app notice or email. Comparable closed-loop programs reserve similarly broad rights.

7.6 No monetary compensation on discontinuation. Because Units have no monetary value, WooWay has no obligation to provide cash or any other compensation of monetary value to you upon modification, expiration, forfeiture, suspension, or discontinuation of the Units feature.

8. Account Closure, Inactivity, Forfeiture & Death of User

8.1 Voluntary closure. If you close your Account, your In-App Counter is forfeited and will not be refunded, converted to cash, or transferred. WooWay has no monetary obligation to you for forfeited Units.

8.2 Involuntary closure. If your Account is suspended or terminated for violation of these Terms, the main Terms of Service, the Units Acceptable Use Policy, or applicable law, your In-App Counter is forfeited with no monetary obligation to you.

8.3 Inactivity. WooWay may expire or zero In-App Counters after a defined period of Account inactivity, with notice where practicable. Forfeited Units carry no monetary obligation.

8.4 No estate transfer; death of user. Units do not constitute property of the user or the user's estate, have no residual property-rights value, and are not transferable upon death, by will, by intestacy, in a domestic-relations matter, or otherwise by operation of law. Upon the death of a user, the Account may be closed and the In-App Counter forfeited.

8.5 No escheatment. Because Units have no monetary value and are not redeemable for cash, WooWay's position is that they are not "property" subject to state unclaimed-property (escheatment) laws. They are designed to fall within the loyalty/award/promotional exclusions recognized under modern unclaimed-property frameworks, including the loyalty-card exclusion in the 2016 Revised Uniform Unclaimed Property Act (which defines a loyalty card as one "given without direct monetary consideration").

9. Sweepstakes / Gambling / Promotions Disclaimer

9.1 Not gambling. Units are not entries into a sweepstakes, raffle, lottery, contest of chance, or any gambling activity. Under U.S. law, an illegal gambling/lottery requires the combination of three elements: prize, chance, and consideration. The Units feature contains none of those three elements: Units have no monetary value (no prize of value); distribution is passive at a fixed rate, not random (no chance element); and Eligible Users do not pay or perform any act of consideration to obtain Units. The Units feature is therefore not gambling under any framework.

9.2 No prize of monetary value. The incrementing of the In-App Counter does not result in winning anything of real-world monetary value. Units and any future cosmetic feature that may reference them have no cash value.

9.3 Separate promotions. Any promotional sweepstakes or contest that WooWay may run from time to time will be governed by its own official rules, which would include, where required, "No Purchase Necessary," an Alternative Method of Entry with equal dignity and equal odds, eligibility limits, and applicable registration and bonding. Nothing in these Terms constitutes such a promotion.

10. Apple In-App Purchase / Google Play Billing

10.1 No purchase today. Units cannot be purchased today, and the App does not currently offer in-app purchases for Units.

10.2 Platform Billing exclusivity for any future purchases. If and when WooWay ever offers any in-app purchase, those transactions will be processed exclusively through Apple In-App Purchase or Google Play Billing in accordance with platform rules (Apple App Store Review Guideline 3.1.1; Google Play Payments policy). WooWay does not and will not process such payments directly.

10.3 Platform terms also apply. Any future purchases would also be subject to Apple's and Google's applicable terms and end-user license agreements and platform rules, including the requirement under Google Play that "in-app virtual currencies must only be used within the app or game title for which they were purchased," consumer-protection requirements under Apple's IAP rules, and the prohibition on real-money gambling.

11. No Investment, No Reliance, No Howey-Test Investment Contract

11.1 Not an investment. Units are not an investment. You do not acquire them with, and should not have, any expectation of profit.

11.2 Howey-test inversion. Under SEC v. W.J. Howey Co., 328 U.S. 293 (1946), an "investment contract" exists where there is (i) an investment of money, (ii) in a common enterprise, (iii) with a reasonable expectation of profits, (iv) to be derived from the efforts of others. Units satisfy none of those four prongs: (i) no money or other consideration is paid for Units; (ii) there is no common enterprise between Units holders and WooWay or among Units holders; (iii) there is no profit, dividend, yield, interest, appreciation, or other return — Units have no monetary value at all; and (iv) there is therefore no expectation of profit "from the efforts of others." Units are cosmetic and consumptive in nature — they exist for personal entertainment within the App, not for financial return — and this consumptive character has long been recognized as weighing strongly against investment-contract treatment under Howey.

11.3 No common enterprise. Your maintenance of an In-App Counter does not pool your assets with those of other users or tie your financial fortunes to WooWay's efforts. There is no pooling of contributions, no shared economic enterprise, no profit-sharing, and no horizontal commonality among users.

11.4 Informational only. The content on this page and in related communications is informational only and is not financial, legal, tax, or investment advice. You should consult your own professional advisors regarding any financial decision.

12. International / Jurisdictional Restrictions

12.1 US-primary. UBee is operated from the United States, and these Terms are governed primarily by U.S. and Virginia law (see Section 15). Availability and parameters of the Units feature may vary by jurisdiction, and Units may be unavailable, limited, or different in some markets.

12.2 Jurisdiction-Specific Notes

Units are designed as a cosmetic, non-monetary, non-redeemable, passively-distributed in-App counter. WooWay's position, based on the design of the feature, is that Units fall outside the regulated money / e-money / payment-instrument / stored-value / virtual-asset / securities perimeters in the jurisdictions noted below, among others. These notes are illustrative general acknowledgments, not legal advice, and local rules ultimately govern:

12.3 OFAC / Sanctioned-Jurisdictions Exclusion

UBee and the Units feature are not offered to, and may not be used by, persons located in or ordinarily resident in jurisdictions subject to comprehensive U.S. sanctions administered by the U.S. Treasury's Office of Foreign Assets Control (OFAC), or by persons on applicable restricted-party lists. Excluded jurisdictions include, without limitation: Iran, North Korea (DPRK), Cuba, Syria, and the Crimea, Donetsk (DPR), and Luhansk (LPR) regions, and any other jurisdiction added by OFAC. Mainland China (PRC) is excluded where prohibited.

12.4 Export Controls

You agree to comply with all applicable export-control and sanctions laws and not to use the Service in violation of them.

13. Privacy, Data & Records

Your In-App Counter and any related event records are personal data associated with your Account and are processed in accordance with the UBee Privacy Policy. You may exercise applicable data-subject rights (access, correction, deletion, portability, etc.) as described in the Privacy Policy, subject to its terms and applicable law.

14. Limitation of Liability & Disclaimer of Warranties

14.1 AS-IS / AS-AVAILABLE. The Units feature is provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. WooWay makes no guarantee regarding the availability, value, or continuity of Units.

14.2 Limitation of liability. To the maximum extent permitted by law, WooWay will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, data, or goodwill, arising out of or relating to the Units feature. WooWay's aggregate liability is subject to the cap set out in the main Terms of Service. Because Units have no monetary value, any claim relating to lost, forfeited, expired, or unavailable Units has no monetary measure of damages.

14.3 Cross-reference. This Section is supplemented by the limitation-of-liability and warranty-disclaimer provisions of the main Terms of Service.

15. Disputes, Governing Law, Arbitration & Class-Action Waiver

15.1 Governing law. These Terms are governed by the laws of the Commonwealth of Virginia and applicable U.S. federal law, without regard to conflict-of-laws principles.

15.2 Venue. Subject to the arbitration provisions, the exclusive venue for any permitted court proceeding is the state and federal courts located in Virginia.

15.3 Binding individual arbitration; class-action and jury-trial waivers. Disputes are subject to binding individual arbitration, a class-action waiver, and a jury-trial waiver, as set out in the main Terms of Service. A small-claims-court exception and a 30-day arbitration opt-out provision are described in the main Terms of Service, which is incorporated by reference. In the event of any conflict regarding dispute resolution, the main Terms of Service control.

16. Severability, Entire Agreement, Updates & Notice

16.1 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision will be enforced to the maximum extent permissible.

16.2 Entire agreement. These Terms, together with the main Terms of Service, Privacy Policy, and Units Acceptable Use Policy, constitute the entire agreement between you and WooWay regarding the Units feature and supersede prior placeholder or summary text.

16.3 Updates. WooWay may update these Terms from time to time. WooWay will notify users of material changes through in-app notice or email where practicable, and will update the "Last Updated" date at the top of this page.

16.4 Acceptance / rejection. Your continued use of the Units feature after an update takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, your remedy is to discontinue use of the Units feature and/or close your Account.

17. Contact

WooWay LLC — Attn: Legal

Email is the fastest contact channel; please use the appropriate alias above.

18. Plain-English FAQ

Q1. What are Units?

A cosmetic counter that appears in the UBee app. It increments at a fixed rate each day, simply because your account exists in the network.

Q2. Can I cash out my Units?

No. Units have no cash value and cannot be redeemed for money or anything of monetary value, ever.

Q3. What do Units do?

Today, nothing. They are a cosmetic counter only. They do not unlock features, content, or benefits.

Q4. Will Units ever do anything?

Maybe, maybe not. We may, in the future, consider a cosmetic and entertainment-only feature that references Units. We make no commitment to ever do this, and you should not rely on any expectation that Units will ever have any use.

Q5. Did I earn these?

No. Units are distributed passively at a fixed rate. You did not pay anything, perform any work, or accomplish anything to receive them. They are part of the visual experience of being on UBee.

Q6. Can I buy more Units?

No. There is no purchase mechanism for Units. We do not sell Units.

Q7. Can I send Units to a friend, or trade them?

No. Units cannot be transferred, traded, or sold. Trying to buy or sell Units outside UBee can result in account suspension and forfeiture.

Q8. Are Units a cryptocurrency or a token?

No. Units are not a cryptocurrency, not a virtual currency, not a digital asset, and not a security. They are a closed-loop cosmetic counter with no monetary value.

Q9. Are Units taxed?

Units have no cash value, and we do not issue tax forms for them. You are responsible for your own tax compliance under the laws of your jurisdiction; consult a tax advisor if unsure.

Q10. What happens to my Units if I close my account?

They are forfeited. There is nothing to refund and nothing to convert to cash.

Q11. What happens to my Units if I pass away?

Units are not property and do not transfer to an estate or heirs. The Account may be closed and the In-App Counter forfeited.

Q12. Can my Units expire?

Yes — we may apply expiration or inactivity rules. Expired Units are forfeited with no monetary obligation.

Q13. Is this gambling or a sweepstakes?

No. Units have no monetary value, so the "prize of value" element required for gambling is not present. Distribution is also passive and at a fixed rate, so there is no element of chance, and you do not pay anything (no consideration). All three elements would be required for gambling — none are present.

Q14. Is this page legal or financial advice?

No. It is informational only. For any financial, legal, or tax decision, consult your own advisor.

Q15. Can WooWay just turn this off?

Yes. WooWay can change, pause, reduce the rate (including to zero), expire balances, or end the Units feature entirely, at any time and at WooWay's sole discretion. Because Units have no monetary value, no compensation is owed.

Q16. What's that "Total Available" number on the dashboard?

It's 2,718,282… — a whimsical decorative figure based on the mathematical constant e (Euler's number, approximately 2.71828…) scaled to a six-figure integer with a trailing ellipsis. It is not a treasury, a cap, an inventory, a maximum supply, or anything you should treat as a "real" number. It's not even in the same units as your individual Units counter — the mismatch is the point. See § 5.5 of these Terms. We can change, replace, or remove it at any time without notice.

Q17. Why does the distribution rate say "7 Units / day" if that can change?

The rate shown is just the current operational setting. It's decorative and informational, not a commitment. We can raise it, lower it, pause it, or set it to zero at any time, and we are not required to give you notice when we do. See § 5.5 and § 7.