; Date: Fri Oct 22 2021
Ex-President Trump was kicked off of Twitter and Facebook for repeated violations of terms of service, engaging in hate speech, saying lies about the 2020 Presidential election, and a whole lot more. He is widely known to be an unrepentant repeat liar of huge proportions. He has launched a new media business, TRUTH Social, that promises to be an open and free global discussion. But, "TRUTH", really? Trump? Truth?
The press release below outlines the business plan, which is that Trump Media & Technology Group is working with Digital World Acquisition Corp to immediately become a publicly traded company. DWAC is what's known as a SPAC, which is a company that had been explicitly formed for bringing other companies into the stock market.
The purpose for this company, TMTG, is to launch a social network site that will be "a rival to the liberal media consortium and fight back against the “Big Tech” companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America."
Trump Media & Technology Group is all about Donald Trump, of course
Of course, since it is a Donald Trump business, it has to be all about him. According to the press release HE (Donald J Trump) "created TRUTH Social and TMTG" (since when did Donald Trump become able to write software?). He (Donald Trump) did all this for the altruistic purpose of standing up to the "tyranny of Big Tech". It's such a travesty, according to Donald J. Trump, that "the Taliban has a huge presence on Twitter" but "your favorite American President has been silenced."
It's all about him, of course.
In addition to the social network, there will be a "subscription video on demand service" that will carry "‘non-woke’ entertainment programming, news, podcasts, and more."
Will TRUTH Social actually promote open, free and honest global conversation?
Since this social network is about the "tyranny" of the existing social media networks, we are promised this:
TRUTH Social is America’s “Big Tent” social media platform that encourages an open, free, and honest global conversation without discriminating against political ideology.
That's refreshing to hear Donald Trump want to hear all points of view. As President, during press conferences, he routinely answered questions from journalists by insulting them, and frequently in his rallies he'd point at the journalists at the back and label them all enemies of the people. But, now, he wants his social network to be a "Big Tent" allowing an open and honest conversation without discrimination.
To check on that, lets look at the terms of service. They're copied below, which I believe to be an exercise of "fair use", meaning that I have duplicated their content in order to discuss the content, as well as to maintain a record of that content should it change in the future. Most of it is fairly normal, for example we're not supposed to reverse engineer or copy the code of the site, and so forth.
For a site that's supposed to be about open discussion, there are a long list of PROHIBITED ACTIVITIES. Most of them make sense. For example we're prohibited from systematically copying data from the site, trying to make lists of e-mail addresses, and even examining the site to launch a competing site.
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
These two prohibitions stand out as a small barrier to open discussion. We're free to say what we want, until we "disparage" the staff? And is there an objective measure of what is disparaging or tarnishing? Oh, wait, that's determined by "in our opinion".
The real kicker comes in the SITE MONITORING AND RESTRICTIONS section. The staff will "monitor the Site for violations of these Terms of Service;", which is of course their right, and they are required to do so. They will then take action against anyone, by their sole discretion, anyone who "violates the law or these Terms of Service". Any such person could potentially be turned over to law enforcement authorities. And, most importantly, there is this:
in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) your access or any of your contributions or any portion thereof
In other words, they will ban whoever they feel like banning, in their own discretion. The banning includes disabling access, or disabling postings.
So... Donald Trump has been banned from Twitter and Facebook because of repeated terms of service violations. The record is extremely clear on that. Then, he wants to launch a new social network, TRUTH, that is an open discussion form accepting of all opinions. But the terms of service reserve the right to ban anyone for whatever reason they wish.
Announcing Trump Media & Technology Group
Statements by Donald J. Trump
“PALM BEACH, FL — October 20, 2021 — Trump Media & Technology Group and Digital World Acquisition Corp. (NASDAQ: DWAC) have entered into a definitive merger agreement, providing for a business combination that will result in Trump Media & Technology Group becoming a publicly listed company, subject to regulatory and stockholder approval. The transaction values Trump Media & Technology Group at an initial enterprise value of $875 Million, with a potential additional earnout of $825 Million in additional shares (at the valuation they are granted) for a cumulative valuation of up to $1.7 Billion depending on the performance of the stock price post-business combination. Trump Media & Technology Group’s growth plans initially will be funded by DWAC’s cash in trust of $293 Million (assuming no redemptions).
Trump Media & Technology Group’s mission is to create a rival to the liberal media consortium and fight back against the “Big Tech” companies of Silicon Valley, which have used their unilateral power to silence opposing voices in America.
Trump Media & Technology Group (“TMTG”) will soon be launching a social network, named “TRUTH Social.” TRUTH Social is now available for Pre-Order in the Apple App store. TRUTH Social plans to begin its Beta Launch for invited guests in November 2021. A nationwide rollout is expected in the first quarter of 2022. Those who are interested in joining TRUTH Social may now visit
www.truthsocial.com to sign up for the invite list.
President Donald J. Trump, the Chairman of TMTG, stated, “I created TRUTH Social and TMTG to stand up to the tyranny of Big Tech. We live in a world where the Taliban has a huge presence on Twitter, yet your favorite American President has been silenced. This is unacceptable. I am excited to send out my first TRUTH on TRUTH Social very soon. TMTG was founded with a mission to give a voice to all. I’m excited to soon begin sharing my thoughts on TRUTH Social and to fight back against Big Tech. Everyone asks me why doesn’t someone stand up to Big Tech? Well, we will be soon!”
Patrick E Orlando, Chairman/CEO of DWAC, stated, “Digital World was formed to create public shareholder value and we believe that TMTG is one of the most promising business combination partners to fulfill that purpose. DWAC currently has $293 Million in trust, assuming minimal redemptions, which can fuel TMTG’s scale up, including to provide world class leading technology services to build strong and secure social networks and diverse media offerings. Given the total addressable market and President Trump’s large following, we believe the TMTG opportunity has the potential to create significant shareholder value.”
Additionally, TMTG intends to launch a subscription video on demand service (TMTG+). TMTG+ will feature ‘non-woke’ entertainment programming, news, podcasts, and more. TMTG has named Scott St. John as the leader of TMTG+ Corporate Operations. Scott St. John is the Executive Producer of “Deal or No Deal’ and “America’s Got Talent” and has produced over 1,000 hours of Network and Cable TV.
Please visit TMTG’s corporate website at
www.tmtgcorp.com for a Company Overview, and a video tour of TRUTH Social.
The transaction is subject to approval by stockholders of DWAC and TMTG and other customary closing conditions, including any applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov. In addition, the Company intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of DWAC, and will file other documents regarding the proposed business combination with the SEC.
EF Hutton is acting as sole financial and capital markets advisor to DWAC.
Additional Information and Where to Find It
In connection with the merger agreement and the proposed business combination, the Company intends to file with the SEC a Registration Statement, which will include a preliminary proxy statement/prospectus and a proxy statement/prospectus. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the business combination, as these materials will contain important information about the Company, TMTG, the Merger Agreement and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the business combination will be mailed to stockholders of the Company as of a record date to be established for voting on the business combination. Stockholders of the Company will also be able to obtain copies of the Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at
www.sec.gov, or by directing a request to: Digital World Acquisition Corp., 78 SW 7th Street, Miami, FL 33130.
Participants in the Solicitation
DWAC, TMTG and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed business combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of the Company’s directors and officers in the Company’s filings with the SEC, including the Registration Statement, and such information with respect to TMTG’s directors and executive officers will also be included in the Registration Statement.
Forward Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between TMTG and the Company, including without limitation statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value, future financial condition and performance of TMTG and the combined company after the Closing and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemptions of the Company’s public stockholders and the products and markets and expected future performance and market opportunities of TMTG. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to:
- (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities,
- (ii) the risk that the business combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company,
- (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the merger agreement by the stockholders of the Company,
- (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed business combination,
- (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement,
- (vi) the failure to achieve the minimum amount of cash available following any redemptions by Company stockholders;
- (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the consummation of the contemplated transactions;
- (viii) the effect of the announcement or pendency of the business combination on TMTG’s business relationships, operating results, and business generally,
- (ix) risks that the proposed Business Combination disrupts current plans and operations of TMTG,
- (x) the outcome of any legal proceedings that may be instituted against TMTG or against the Company related to the merger agreement or the proposed business combination,
- (xi) changes in the digital advertising markets in which TMTG competes, including with respect to its competitive landscape, technology evolution or regulatory changes;
- (xii) changes in domestic and global general economic conditions;
- (xiii) risk that TMTG may not be able to execute its growth strategies; (xiv) risks related to the ongoing COVID-19 pandemic and response;
- (xv) risk that TMTG may not be able to develop and maintain effective internal controls;
- (xvi) costs related to the business combination and the failure to realize anticipated benefits of the business combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, and
- (xvii) and those factors discussed in the Company’s filings with the SEC and that that will be contained in the Registration Statement relating to the proposed business combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement and other documents to be filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while TMTG and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of TMTG or the Company gives any assurance that TMTG or the Company, or the combined company, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
About Digital World Acquisition Corp. (NASDAQ: DWAC)
Digital World Acquisition Corp. (NASDAQ: DWAC) completed its initial public offering in September 2021, raising approximately USD 293 Million in cash proceeds for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Digital World’s strategy is to identify and complete business combinations with technology-focused, market leading companies. For more information, please visit www.
TRUTH Social TERMS OF SERVICE
Last updated: September 20, 2021
Welcome to the T MEDIA TECH website. This Site has been created for your entertainment as well as educational and personal use. PLEASE READ SECTIONS 17 AND 18 BELOW CAREFULLY AS THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS.
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Attn: Chief Legal Officer
1100 South Ocean Blvd.
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MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
These Terms of Service and your use of the Site are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.
ANY DISPUTE, CONTROVERSY OR CLAIM YOU HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE, A BREACH THEREOF OR YOUR USE OF THIS SITE SHALL BE EXCLUSIVELY SUBMITTED AND DECIDED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). ANY LEGAL ACTION OF WHATEVER NATURE BROUGHT BY US AGAINST YOU MAY BE COMMENCED OR PROSECUTED IN THE STATE AND FEDERAL COURTS LOCATED IN BROWARD COUNTY, FLORIDA, AND YOU HEREBY CONSENT TO SAME, AND WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS WITH RESPECT TO VENUE AND JURISDICTION IN SUCH STATE AND FEDERAL COURTS.
WAIVER OF CLASS ACTION
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, YOU AGREE TO ABSOLUTELY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO PARTICIPATE IN OR TO BE INCLUDED IN ANY CLASS ACTION LAWSUITS OR INCLUSION IN ANY MULTI-PARTY ACTIONS OR SUITS AGAINST US, ANY OF OUR AFFILIATES, SPONSORS, SUBSIDIARIES, VENDORS, EMPLOYEES, AGENTS OR ANY OTHER PERSON OR ENTITY ASSOCIATED THEREWITH.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $0.01. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data (such as your email address) that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, registering as a User, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Terms of Service and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision.
These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.