Yatori Terms of Use

As of November 26, 2024

Yatori, Inc. (“Yatori”, the “Company”, “we”, “us” or “our”) is a software and technology services company that has developed a payment interface software that enables users (“you,” “your,” or “user”) to access their existing third-party hosted digital asset wallets (“Third-Party Wallet(s)”), in order to make streamlined payments to merchants and service providers using digital assets (“Digital Assets”). These Terms of Use (these “Terms” or this “Agreement”) contain the terms and conditions that govern your access to and use of Yatori’s mobile application (the “App”), and the services provided to you including but not limited to, access and use of your Wallet, use of our interface to enable you to directly interact with one or more blockchain networks, and other functionality that may be added to the App from time-to-time (collectively, the “Services”). Please read these Terms carefully before using the App or Services. By using or accessing the App, Services and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you: (i) accept and agree to these Terms and (ii) agree to the terms of our privacy policy, available at https://yatori.io/privacy (the “Privacy Policy”), which is incorporated herein by this reference in its entirety.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE FOR USERS IN THE UNITED STATES AND CANADA, WHICH PROVISION IS CONTAINED BELOW UNDER THE HEADING “DISPUTE RESOLUTION”. IF YOU ARE LOCATED IN THE UNITED STATES OR CANADA, YOU AGREE THAT DISPUTES BETWEEN YOU AND YATORI WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING.

1. SERVICES

Our Services include, but are not limited to, access and use of the App and the features and functionality made available to you such as Third-Party Wallet use and access and payment features. By using the App, you may access and use your Third-Party Wallet to pay for goods and services to participating merchants and service providers (each a “Third-Party Recipient”). You understand that when you present and scan your Third-Party Wallet code (“Wallet Code”) via the App, you are directly accessing your Third-Party Wallet and directly transmitting your transaction details to the applicable blockchain network to effect the transfer of the amount of Digital Assets you have agreed to send with the applicable Third-Party Recipient. You may also send and receive Digital Assets using your Third-Party Wallet and your Wallet Code through the App. You understand that at no time does Yatori ever hold, possess, or otherwise control your Digital Assets or your Third-Party Wallet. You understand that you are solely responsible for securing your Third-Party Wallet and safeguarding your private key(s) or other access codes. Additionally, for the avoidance of doubt, the Services do not include a hosted wallet, but rather an interface to access and use your existing Third-Party Wallet. You further understand that you may directly access your Third-Party Wallet by other means and not exclusively through the App and/or Services. By using the App and/or Services, you represent that you understand that you are not providing instructions to Yatori to effect any transfer or storage of Digital Assets and Yatori does not have the ability to effect any transactions on your behalf or reverse any transactions. Instead, you understand that you may only use the App and/or Services as a convenient way to access and use your Third-Party Digital Wallet, given that Yatori is only an interface and does not transmit your instructions on your behalf.

2. CHANGES TO TERMS OR SERVICES

We may modify the Terms at any time at our sole discretion and without notice. If we do so, we’ll notify you either by posting the modified Terms on the App or through other methods of communication which we deem reasonable. It’s important that you review the Terms whenever we modify them. You understand that you are solely responsible for periodically visiting the App to check for any updates to these Terms. You further understand that by continuing to use the App or Services after we have modified the Terms, you agree to be legally bound, and to abide by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the App or the Services. Because the Services are evolving over time, we may change or discontinue all or any part of the App and Services (or any part of either or both) at any time and without notice, in our sole and absolute discretion.

3. THIRD-PARTY SERVICES AND FUNCTIONALITY

When you use our App and/or Services, you are able to use the functionality of one or more third-party service providers (each a “Third-Party Service Provider”). For example, when you use our Services, you are able access and/or use your Third-Party Digital Wallet, which is a product or service offered by a Third-Party Service Provider. Your use of third-party software and services, including use of third-party blockchain networks (collectively, “Third-Party Services”) will be subject to the privacy policies, terms of use and similar policies and terms, and fees of those Third-Party Service Providers. To use the App and the Services, you may be required to open an account (“Account”), to the extent you do not already have an Account, with one or more Third-Party Service Providers. You further understand that you are responsible for all activities that occur using your Third-Party Wallet and/or Account, and you are solely responsible for your conduct and your actions when utilizing the App and/or Services. The App and/or Services may also contain links to Third-Party Services including, without limitation, decentralized applications (“dApps”), and may leverage or plug into such Third-Party Services. When using a dApp or other Third-Party Services, you understand that you are at no time transferring your assets or private keys to us. We may provide links to other Third-Party Services through the App and/or Services only as a convenience, and we do not have control over their content. Further, we do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, or functionality made accessible through the App, or by those Third-Party Service Providers (including any related website, resources, or links displayed therein). We make no warranties or representations, express or implied, about such linked Third-Party Services, the third parties they are owned and operated by, the information contained on them, or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of Third-Party Services including any third-party website, applications, or resources.

4. LICENSE TO USE THE APP

Yatori hereby grants you a limited, non-exclusive, non-transferable license to download and install a copy of the mobile App on a single mobile device that you own or control and to run such copy of the App solely for your own personal use. Furthermore, with respect to any App accessed through or downloaded from the Apple, Inc. (“Apple”) application store (“Apple App”), you will use the Apple App only: (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the App Store Terms of Service. We reserve all rights in and to the App not expressly granted to you under these Terms of Use.

5. ACCESSING AND DOWNLOADING THE APP FROM THE APPLE STORE

The following terms apply to any Apple App. These terms are in addition to all other terms contained in these Terms of Use: You acknowledge and agree that (i) these Terms of Use are concluded between you and Yatori only, and not Apple, and (ii) Yatori, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Yatori and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Yatori. You acknowledge that, as between Yatori and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, as between Yatori and Apple, Yatori, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use as related to your license of the App against you as a third party beneficiary thereof. Without limiting any other terms of these Terms of Use, you must comply with all applicable third-party terms of agreement when using the App.

6. ACCESSING AND DOWNLOAING THE APP FROM THE GOOGLE PLAY STORE

The following terms apply to the App when you download the App from the Google Play Store. These terms are in addition to all other terms contained in these Terms of Use: You acknowledge that these Terms of Use are between you and SolaReef only, and not with Google, Inc. (“Google”). Your use of the App must comply with Google’s then-current Google Play Terms of Service. Google is only a provider of Google Play where you obtained the App. Yatori, and not Google, is solely responsible for the App. Google has no obligation or liability to you with respect to App or these Terms of Use. You acknowledge and agree that Google is a third-party beneficiary to these Terms of Use as it relates to App.

7. WHO MAY USE THE SERVICES; ELIGIBILITY

You may only use the App and Services if you are of the age of majority in the jurisdiction where you reside and are not barred from using the App and/or Services under applicable law. By using the App and/or Services and agreeing to these Terms, you represent and warrant that: You are at least eighteen (18) year old or older, or the age of majority in the jurisdiction where you reside, and capable of forming a binding contract with Yatori. If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have legal authority to bind that entity to these Terms. You are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the BVI government, the United Kingdom government, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

8. SUSPENSION/TERMINATION OF SERVICES; SECURITY

We reserve the right to suspend or terminate your access to the App or Services if you fail to comply with these Terms (as each may be modified from time to time). Your access to and use of the App and/or Services may be suspended at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination. You are solely responsible for the retention and security of your Digital Assets per the terms of the applicable Third-Party Service Providers.

9. FEEDBACK

We welcome feedback, comments, ideas, and suggestions for improvements to the App and the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.

10. INTELLECTUAL PROPERTY RIGHTS

We own all intellectual property and other rights in the App and Services, and their respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and its “look and feel.” Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our App and Services solely in accordance with this Agreement. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile the App or any of our Services for any purpose other than as expressly permitted pursuant to this Agreement. Except as set forth in this Agreement, we grant you no rights to the App and any of our Services, including any intellectual property rights.

11. CONTENT OWNERSHIP, RESPONSIBILITY, AND REMOVAL

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the App or Services; and (ii) “User Content” means any Content that users (including you) upload, submit, store, send, post or otherwise make available on the App or through our App. Content includes without limitation User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Yatori and its licensors exclusively own all right, title and interest in and to the App, the Services and Content, including all associated intellectual property rights. You acknowledge that the App, Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. With respect to your User Content, you grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy. You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates, or otherwise violates the intellectual property rights or any other rights of any person. You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

12. FEES

You understand that you may be charged fees for access and/or use of the Services and Third-Party Services, including fees charged on transactions that you effect involving Third-Party Wallets using the App and/or Services. Those fees may change at any time without notice. The amount of fees applicable to the Services will be made visible to you via the App at the time that you access and use the Services. With respect to fees and charges from Third-Party Service Providers, you understand that under no circumstances shall Yatori incur any liability, of any kind, to you arising from or relating to fees charged to you by such Third-Party Service Providers or for Third-Party Services linked to or accessed through the App or the Services. Although the App endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate of fees, which may vary from the fees actually paid to use the Services and interact with a third-party blockchain or any other third-party network or service provider with which the Services are compatible. You understand that Yatori shall not be held liable for any losses or other liabilities in connection with any fees or fee estimates, in connection with your use of the Services and/or Third-Party Services.

13. ACCEPTABLE USE AND ENFORCEMENT RIGHTS

As a condition to using the App and/or Services, you agree not to use the App or Services in ways that: Violate, misappropriate, or infringe the rights of Yatori, its licensors, our users, or others, including privacy, publicity, intellectual property, or other rights; Are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful or racially or ethnically offensive, or that instigate or encourage conduct that would be illegal or otherwise inappropriate, including promoting violent crimes; Involve falsehoods, misrepresentations, or misleading statements, including impersonating someone; Involve sending illegal or impermissible communications such as bulk messaging, auto- messaging, auto-dialing, and the like; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Services or Content; Disguise your location through IP proxying or other methods; Interfere with, or attempt to interfere with, the access to the Services of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Circumvent any security measures or access controls that Yatori employs on the App or the Services in any manner; Could interfere with, disrupt, negatively affect or inhibit other users from enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the App or Services; Violate any applicable law or regulation, including, without limitation any applicable anti- money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs, including, without limitation, the U.S. Bank Secrecy Act and those enforced by the U.S. Department of Treasury’s Office of Foreign Assets Controls and any other Export Control Laws and those of the British Virgin Islands; Encourage or enable any other individual to do any of the foregoing. By using the App or Services, you further represent, warrant and covenant that: Any Digital Assets you transfer using the App via the Services have been legally obtained by, and belong to, you; You will not provide any false, inaccurate or misleading information while using the App or Services, or engage in any activity that operates to defraud the Company, other users of the Services, or any other person or entity; You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion; Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets; and You will pay all fees necessary for interacting with any Third-Party Service Provider, blockchain, or any other network with which the Services are compatible, including “gas” costs, as well as all fees charged by us for your use of the App and Services. You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). Without limiting the foregoing, you may not use the App or download the App or use the Services if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury’s financial or other sanctions regime, or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial or other sanctions regime; or (ii) you intend to supply any Services to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury’s financial or other sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial or other sanctions regime.

14. TERMINATION

We may terminate this Agreement and/or your access to and use of the App and Services, in our sole discretion, at any time and without notice to you. You may cease use of Yatori by deleting the App and ceasing any and all use of the App, Services and/or Content. Upon any termination, discontinuation, or cancellation of this Agreement and/or use of the Services, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use of and/or access to the App, Services and Content in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Content and Content Rights, Content Ownership, Responsibility and Removal, Intellectual Property, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and General Terms.

15. WARRANTY DISCLAIMERS

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP AND THE SERVICES (INCLUDING ANY PRIVATE KEY STORAGE SERVICE OFFERED AS PART OF THE SERVICES, WHETHER CLOUD OR HARDWARE-BASED) AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE APP AND FUNCTIONALITY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YATORI SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. YATORI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE APP OR SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. YATORI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE AVAILABILITY OR FUNCTIONALITY OF ANY NETWORK, OR THAT ANY NETWORK WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES USING THE YATORI INTERFACE WITH ANY NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES / JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. USE OF ANY PRIVATE KEY STORAGE SERVICE INCLUDED AS PART OF THE SERVICES PROVIDED BY ANY THIRD PARTY IS OFFERED TO YOU IN ACCORDANCE WITH THE TERMS SET FORTH BY THAT THIRD PARTY, SUBJECT TO THE LIMITATIONS ABOVE. TO BE SAFE, YOU SHOULD ALWAYS BACK UP YOUR PRIVATE ACCESS KEY VIA SECONDARY MEANS. THE APP AND FUNCTIONALITY RELY ON EMERGING TECHNOLOGIES, SUCH AS THIRD-PARTY NETWORKS, AND WHICH MAY INCLUDE THIRD PARTY DECENTALIZED EXCHANGES. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YATORI SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ANY OTHER DIGITAL TOKEN OR DIGITAL ASSET ON ANY NETWORK, AND YATORI MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME. WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD-PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTY SERVICE PROVIDERS AND ACCESSED THROUGH THE APP AND/OR SERVICES.

16. NO PROFESSIONAL OR FIDUCIARY DUTIES

All information provided in connection with your access and use of the App and Services should not and may not be construed as legal, financial, or professional advice. You should not take, and should refrain from taking, any action based on any information contained on the App or in the Services, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal, or other decisions involving the App or Services or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

17. INDEMNITY

You agree to hold harmless, release, defend, and indemnify Yatori, our affiliates and our and our affiliates’ respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the “Yatori Parties”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from or relating to: (a) your access and use of any of the App and/or Services; (b) your violation of any term or condition of this Agreement, the right of any third-party, or any other applicable law, rule, or regulation; (c) any other party’s access and use of any of the App and/or Services with your assistance or using any device or account that you own or control; and (d) any dispute between you and (i) any other user of the App and/or Services or (ii) any of your own customers or users. We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any claim against any Yatori Party without our written consent.

18. LIMITATION OF LIABILITY

THE YATORI PARTIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE APP OR THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF YATORI HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YATORI SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE APP OR SERVICES. WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD-PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN VIA THE APP OR ANY OF OUR SERVICES, OR ANY OTHER PAYMENT OR TRANSACTIONS THAT YOU CONDUCT VIA THE APP OR ANY OF OUR SERVICES. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH THE APP OR ANY OF OUR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE YATORI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

19. ACKNOWLEDGMENT OF CERTAIN RISKS; OTHER DISCLAIMERS; RELEASE OF CLAIMS

By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of Digital Assets. You further understand that the markets for these Digital Assets are highly volatile due to factors including (but not limited to) adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Digital Assets, or any Digital Assets you acquire, may lose some or all of their value and you may suffer loss due to the fluctuation of prices of tokens and/or significant price slippage and cost. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the App or Services. The App, Services, and your Digital Assets could be impacted by one or more government or regulatory inquiries or government or regulatory actions, which could impede or limit the ability of Yatori to continue to make its proprietary software available, and thus, could impede or limit your ability to continue to use the Services. You understand and acknowledge that cryptography is a progressing field with advances in code cracking and other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, we intend to update the Services to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not reflect a binding commitment and does not in any way guarantee or otherwise ensure full security of the Services. You understand that external networks with which the Services may be compatible remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on a blockchain network is variable and may increase at any time, thereby impacting any activities taking place on the blockchain with which the Services is compatible, which may result in price fluctuations or increased prices for using the Services You acknowledge that the Services is subject to flaws and that you are solely responsible for evaluating any code provided by the App or Services. This warning and others Yatori provides in these Terms in no way evidence or represent any on-going duty to alert you of the potential risks of utilizing the Services or accessing the App. Although we intend to provide accurate and timely information on the App and during your use of the App and the Services, that intention does not reflect a binding commitment, and the App and other information available when using the Services may not be accurate, complete, error-free or current. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information before relying on it in any manner, and all decisions based on such information contained on the App or made available through the Services are your sole and absolute responsibility. No representation of any kind or nature is made as to the accuracy, completeness or appropriateness for any particular purpose of any pricing or other information distributed via the App or Services. Pricing information may be higher or lower than prices available on platforms providing similar services. Any reference to a type of Digital Asset on the App or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset and the use and availability of any particular blockchain. Use of the Services, in particular for trading Digital Assets, may carry financial risk. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the App and the Services at your own risk. The risk of loss in trading Digital Assets can be substantial (all the more so if you are leveraged). You should, therefore, carefully assess whether such trading is suitable and appropriate for you in light of your circumstances and financial resources. By using the App and Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing Digital Asset transactions. You expressly agree that you assume all risks in connection with your access and use of the App and Services and your interaction therewith. You further expressly waive and release the Yatori Parties from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the App and Services and your interaction therewith. If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

20. DISPUTE RESOLUTION

Governing Law. You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, govern this Agreement and any Dispute between you and us. You further agree that the App and our Services shall be deemed to be based solely in the State of Delaware, and that although the App and our Services may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of Delaware. The parties acknowledge that this Agreement evidences interstate commerce. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Kent County, Delaware are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable. Dispute Resolution. We will use our best efforts to resolve any potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending an email to contact@yatori.io so that we can attempt to resolve it without resorting to formal dispute resolution. If we aren’t able to reach an informal resolution within sixty (60) days of your email, then you and we both agree to resolve the potential dispute according to the process set forth below. Any claim or controversy arising out of or relating to any of the App and/or Services, this Agreement, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability (“Dispute”), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules. The arbitration will be held in Delaware, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a Delaware state court located in Kent County, Delaware. Class Action and Jury Trial Waiver. YOU HEREBY WAIVE, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON (COLLECTIVELY, “CLASS ACTION WAIVER”). YOU AGREE THAT NO ARBITRATOR SHALL HAVE AUTHORITY TO CONDUCT ANY ARBITRATION IN VIOLATION OF THE CLASS ACTION WAIVER OR TO ISSUE ANY RELIEF THAT APPLIES TO ANY PERSON OR ENTITY OTHER THAN YOU OR SPOT, INDIVIDUALLY. YOU UNDERSTAND THAT THE CLASS ACTION WAIVER IS MATERIAL AND ESSENTIAL TO THE ARBITRATION OF ANY DISPUTE AND IS NON-SEVERABLE FROM SECTION 19(B) ABOVE. To the fullest extent permitted by applicable law, You and we both expressly waive all right to a trial by jury in any action, proceeding, or counterclaim (whether based upon contract, tort, or otherwise) arising out of or relating to this Agreement.

21. GENERAL TERMS

These Terms (including the Privacy Policy) constitute the entire and exclusive understanding and agreement between Yatori and you regarding the App, Services, and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Yatori and you regarding the App, Services, and Content. Except as provided above with respect to the provisions hereof pertaining to the dispute resolutions set forth in Section 19 above, if any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed as provided above or by a court of competent jurisdiction) that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void and of no force or effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the App and/or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your Account and/or your use of the App and Services. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Yatori. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.

22. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact us at contact@yatori.io.