TERMS OF USE


Last Updated: February 18, 2025

I. Overview

Y is a crypto super app that combines education and digital identity into one platform, simplifying the transition into the cyber economy. With Y, users can build, manage, and benefit from their digital identities while maintaining privacy and control over what’s shared with other parties.
These Terms of Use (“Terms”) (i) contain the terms and conditions that govern your access to and use of the website (including all subdomains, referred to as the “Site”), @Y_Nation_chat, Y SuperApp, web3 platform, and any related service (collectively, the “Services”) and (ii) constitute a legally binding agreement between Y Foundation (together with its affiliates, parents, or subsidiaries, “Y,” “we,” “us,” or “our”) and you and/or the entity you represent ("you", "your" or "user").

THESE TERMS CONTAINS AN ARBITRATION CLAUSE WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND Y TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

II. Agreement to the Terms; Privacy Policy

Please read these Terms carefully before using the Site or Services. By using or accessing the Site, 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) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy (the "Privacy Policy"). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the "Terms" include a reference to the Privacy Policy.

III. Changes to the Terms of Services

Y reserves the right to alter, amend or modify these Terms from time to time, in our sole discretion, due to legislative or regulatory measures, technical developments, any change or improvement of the Services including security reinforcement of the Services. If we do so, we'll notify you either by posting the modified Terms on the Site, by providing you a notice through the Y SuperApp, or through other methods of communication which we deem reasonable. It's important that you review the Terms whenever we modify them, because, if you continue to access the Site or use the Services after we have modified the Terms, you are agreeing 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 Services. Because our Services are evolving over time we may change or discontinue all or any part of the Site or Services, at any time and without notice, in our sole and absolute discretion.

IV. Eligibility

You may use the Services if you are 18 years old or qualify as an adult in your country of residence and are not barred from using the Services under applicable law. By using the Site or Services and agreeing to these Terms, you represent and warrant that:

  • You are of lawful age, and are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.
  • Neither you nor any person that owns or controls you is 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 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.
V. Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to 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 and otherwise exploit the Feedback for any purpose.

VI. Our Services

Y Super App. Through the Y Super App you can access educational content about digital identity and blockchain technology as well as the Y Passport- a digital identity and reputation system. Y Passport is designed to provide users with a portable, privacy-preserving, and zero-knowledge-based identity that can be used across multiple blockchain decentralized applications (dApps). Key features of Y Passport include:

• On-chain reputation: Allows users to build and carry their reputation across different platforms.
• Privacy-preserving: Uses zero-knowledge proofs (ZKPs) to verify credentials (ie. social media accounts, gov’t IDs, etc) without exposing sensitive data.
• Interoperability: Can be used across various decentralized applications (dApps) and ecosystems.
• Sybil resistance: Helps prevent bot and fake account activity in Web3 environments.

Passport Score. As part of Y’s identity verification and Sybil resistance measures, users may be assigned a Passport Score based on cryptographic proofs of uniqueness and humanness. The Passport Score may be used within our Services and across integrated third-party applications to prevent fraudulent activities, bot interactions, and Sybil attacks. We reserve the right to determine how the Passport Score is calculated, updated, and applied within the Y Passport. Users acknowledge that their Passport Score may influence their access to certain features, rewards, governance rights, or participation in specific activities. We make no guarantees regarding the exact weighting or impact of the Passport Score and may modify its methodology at any time to improve security, fairness, and compliance with applicable laws.

Availability. We may change, update or suspend the Services, temporarily or indefinitely, so as to carry out works including, but not limited to: firmware and software updates, maintenance operations, amendments to the servers, bug fixes, etc. We will make reasonable efforts to give you prior notice of any significant disruption of the Services. Y does not guarantee the correct functioning of the Services in the event of the installation or use of programs or applications that do not conform to Service specifications and technical standards.

Necessary Equipment. You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

Y Fees. We may charge fees for some or part of the Services we make available to you (“Y Fees”). We reserve the right to change those fees at any time, in our sole and absolute discretion. We will disclose the amount of Y Fees we will charge you for the applicable Service at the time that you access the Service.

Experimental Features. In order to accommodate advanced Users’ requests and to build new features and functionalities, we may release a series of experimental features on the Services from time to time. These features may not be complete and may have not been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. You can think of these features as beta features. Y does not guarantee the stability, functionality, or long-term support of these features. We do not recommend using these features unless you are an advanced User with strong technical skills. You expressly acknowledge and agree that use of the experimental features is at your sole risk.

No Warranty. Y will use a reasonable level of skill and care to ensure that the Services can be accessed by you in accordance with the present Terms, but there are no guarantees that access and features will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information. The Services are provided “as is” without any warranty of any kind, either express or implied, and in particular without implied warranties of merchantability, reliability, and fitness for a particular purpose.

No Custody. Y will never take custody over any of your rewards or digital assets and Y has no responsibility or control over any blockchain network on which Y may exercise validation or attestation rights delegated by you.

No Guarantee of Rewards. Y DOES NOT GUARANTEE THAT YOU WILL RECEIVE REWARDS FOR PARTICIPATION IN ANY ACTIVITIES.

Disclaimer. OUR SERVICES RELY ON EMERGING DISTRIBUTED LEDGER TECHNOLOGIES, SUCH AS ETHEREUM, OPTIMISM, AND THIRD-PARTY DECENTRALIZED APPLICATIONS. SOME SERVICES ARE 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. Y 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 ETH, OP, OR ANY OTHER DIGITAL ASSET ON OPTIMISM OR ANY OTHER BLOCKCHAIN NETWORK, AND Y MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

VII. Third-Party Services

Definition. “Third Party Services” refers to any services, products, applications, software, API calls, dApps, or other content, documentation as well as source and object codes for all software embedded within the Site and Services that are hosted, developed and/or operated by a third party.

Terms and Conditions. The Site and Services may incorporate, reference and/or provide access to Third Party Services. You agree that your use of Third Party Services is subject to separate terms and conditions between you and the third-party identified in the Site or Services. For ease of reference, a list of links to Third Party Services terms and conditions is available below. Y does not guarantee that such a list is comprehensive and it’s your responsibility to review and understand the applicable terms and conditions before using a Third Party Service:

  • Telegram
  • GitHub
  • Discord
  • LinkedIN
  • Google
  • Meta (Facebook)
  • Reddit
  • X (Twitter)
  • Apple
  • TikTok
You may be able to link your digital asset wallet to your accounts on Third Party Services to enable access to such accounts from your wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your wallet are subject to these Terms and to the terms of use, privacy policies, and other terms, conditions and policies imposed by the providers of such Third Party Services.

No Warranty. Y is not responsible for the content, accuracy, security, availability, any performance, or failure to perform of the Third Party Services or any issue in relation with the use of Third Party Services. Y does not provide any guarantees that access to Third Party Services will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information, data or funds, and Y shall not be liable for any such Third Party Services. You agree to use the Third Party Services at your own risk. It is your responsibility to review the third party’s terms and policies before using a Third Party Service. Third Party Services may not be available in all languages and may not be appropriate or available for use in any particular location. To the extent you choose to use such Third Party Services, you are solely responsible for compliance with any applicable laws in relation to such use. In addition, Y reserves the right to block access to these Third Party Services through Y Services in particular, but not exclusively, in the event of non-compliance with the applicable regulations by the Third Party partner. We retain the exclusive right to suspend, remove, or cancel the availability of any such Third Party Service for any reason and without prior notice.

Personal Data. Some Third Party Services may request or require access to your personal data. The processing of such data will be handled in accordance with the relevant Third Party’s privacy policy and best practices.

Fees. The use of distributed ledger technology, such as Ethereum, is subject to transaction or gas fees (“Network Fees”). The use of certain Third Party Services may be subject to transaction fees and/or other fees charged by such Third Party Services (“Third Party Fees”). In addition to Network Fees and Third Party Fees, Y reserves the right to charge you fees for secured and facilitated access provided by Y to use such Third Party Services through the Site and Services (“Transaction Fees”). Transaction Fees may be charged directly to the User or indirectly if already included in the Third Party Fees and paid by the Third Party to Y on behalf of the User. In such an event, Y will fully display all applicable fees and any applicable taxes.

VIII. Acceptable Use

User License. The Site and Services are proprietary to Y and its licensors and must not be used other than strictly in accordance with these Terms. Y grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the Site for the purposes of accessing and using the Services strictly in accordance with these Terms. Any use of the Site or Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and may result in immediate termination of your license to use the Services.

Do No Harm. You agree (i) not to distribute any virus or other harmful computer code through Y’s systems, (ii) not to use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data, (iii) not to provide false, inaccurate, or misleading information (iv) not to take any action that may impose an unreasonable or disproportionately large load on our or any of our third party-providers’ infrastructure, and (v) not use the Services to violate the law.

Don’t Circumvent Our Security. You agree not to avoid, bypass, remove, deactivate, impair, descramble, bypass, or circumvent any measures implemented by us or any of our service providers or any other third party to protect the Site or Services. Furthermore, you agree to not disguise your location through IP proxying or other methods.

Don’t Break the Law.  You agree that you will not violate any laws when using the Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use the Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, fraud, illegal gambling, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this section.

Don’t Interfere. You agree that you will not use or attempt to use another user’s account without authorization, or use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner. You also agree to not 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.

Additional Representations & Warranties. By using the Site or Services, you further represent, warrant and covenant that:

  • Any digital assets you transfer 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 Site or Services, or engage in any activity that operates to defraud Y, 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 Ethereum, 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 Services.

IX. Acknowledgement of Risks

You acknowledge that you are fully aware of all applicable laws and technical constraints relating to the distributed ledger technology, and to the Services. You acknowledge that you have been warned of the following associated risks and advised of the following recommendations:

Regulatory. Distributed ledger technologies and related services are subject to continuous regulatory changes and scrutiny around the world, including but not limited to anti-money laundering and financial regulations. You acknowledge that certain Services, including their availability, could be impacted by one or more regulatory requirements.

Technology. Users understand that some of the technology supported or made available through the Services are new, untested, and not provided by Y and therefore outside of Y’s control. Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to blockchain networks which could result in the theft or loss of digital assets. Other adverse changes in market forces or in the technology, broadly construed, may prevent or compromise Y’s performance under these Terms.

Cybersecurity. Hackers or other groups or organizations may attempt to interfere with Y’s Services and information systems in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

Digital Assets & Distributed Ledger Technology. All transactions created through the Services are confirmed and recorded on public distributed ledgers. Such networks are decentralized peer-to-peer networks run by independent third-parties, which Y does not own, control or operate. We have no control over blockchain networks and, therefore, cannot and do not ensure that the transactions you broadcast on the Services will be confirmed and processed. You acknowledge that we do not store, send, or receive digital assets on your behalf and you agree that the transactions you configure through the Services may fail, or may be substantially delayed by the underlying blockchain networks. On occasions, the underlying protocol of a given digital asset may change, which may have consequences on its key characteristics including but not limited to their availability, name, security, valuation value or the way it operates. Forks entail that forked digital assets may be misdirected or replicated. In any such events, Y may decide, at its discretion, to suspend support of the impacted digital asset for as long as Y deems necessary. When it so decides, Y will endeavor to give you advance notice, but may not be able to. You should keep yourself apprised of such events and make all necessary arrangements.

X. No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Site and Services should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site 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 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).

XI. Indemnification

To the fullest extent permitted by applicable laws, you agree to indemnify, defend, and hold harmless Y as well as its affiliates and service providers, and each of their respective past, present, and future directors, officers, employees, consultants, agents, members, representatives, and each of their respective successors and assigns (the “Y Entities”), from and against any actual or alleged third party claims, disputes, demands, obligations, penalties, taxes, fees, interests, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) arising out of, relating to or in any way connected with (i) your access to or use of the Site or Services, (ii) your User Content, (iii) Third Party Services, (iv) your negligence or wilful misconduct, (v) your violation of the rights of a third party, or (vi) your violation of these Terms or applicable law. You agree to promptly notify us of any third party Claims and cooperate with the Y Entities in defending such Claims. You further agree that the Y Entities shall have the right to control the defense or settlement of any third party Claims as they relate to us, if it so chooses.

XII. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE Y ENTITIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS; OR (D) ANY MATTER BEYOND THE REASONABLE CONTROL OF THE INDEMNIFIED PARTIES OR ANY OF THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

XIII. Content Ownership

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 Site or Services; and (ii) "User Content" means any Content that Users or upload, submit, store, send, post or otherwise make available through the Services or Site. 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, Y and its licensors exclusively own all right, title and interest in and to the Site, the Services and Content, including all associated intellectual property rights. You acknowledge that the Site, 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.

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.

Except as expressly authorized, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data, or (v) resell or sublicense the Services, or use the Services to provide software as a service or any cloud-based, time sharing, service bureau or other services. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you. For the purposes of these terms, "Our Marks" means any trademarks, service marks, service or trade names, logos, trade dress and other designations of source, origin, sponsorship, certification or endorsement of Y or its affiliates or their respective licensors.

XIV. Communications

You are not required to agree to receive promotional text messages, calls or pre-recorded messages as a condition of using the Services. By electing to submit your phone number to us and agreeing to these Terms, you agree to receive communications from the Y Entities, including via text messages, calls, pre-recorded messages, and push notifications, any of which may be generated by automatic telephone dialing systems. These communications include, for example, operational communications concerning your account or use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or third parties, and news relating to the Services and industry developments. Standard text message charges applied by your telephone carrier may apply to text messages we send. If you submit someone else’s phone number or email address to us to receive communications from the Y Entities, you represent and warrant that each person for whom you provide a phone number or email address has consented to receive communications from Y.

If you wish to stop receiving promotional emails or promotional text messages, we provide the following methods for you to opt-out or unsubscribe: (a) follow the instructions we provide in the email or initial text message for that category of promotional emails or text messages or (b) if you have an account on the Services, you may opt-out or unsubscribe using your settings.

XV. Compliance & Export Controls

Users shall comply, at their own expense, with all laws that apply to or result from their obligations under these Terms. By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as (but not limited to) the “Consolidated Sanctions List” by the UNSC (United Nations Security Council), designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Y reserves the right to select the markets and jurisdictions where it operates and may restrict or deny access to Services in certain countries, states or territories.

XVI. Governing Law; Dispute Resolution; Arbitration

Controlling Law. These Terms are governed and will be construed in accordance with the laws of the Cayman Islands, excluding its body of law controlling conflict of laws. You agree that the Sites shall be deemed to be based solely in the Cayman Islands, and that although the Sites may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the Cayman Islands. Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act. You agree that any judicial proceeding will be brought in the courts located in the Cayman Islands. Furthermore, the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

Initial Action. If you have a dispute with Y, you agree to contact us via email at policies@y.info to engage in good-faith efforts to resolve any and all disputes prior to initiating arbitration.

Dispute Resolution. Please read the following arbitration clauses (together, the “Arbitration Agreement”) in this section carefully as it requires you to arbitrate disputes with Y and limits the manner in which you can seek relief from us. You agree that any dispute, claim, or request for relief relating in any way to the Terms or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify, and (ii) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of the Terms or any prior version of the Terms.

Please note, the Arbitration Agreement does not govern disputes between you and other users, nor between you and third parties. Y does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.

Arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to legal@matterlabs.dev. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at https://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require us to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, we will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11). The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before JAMS, the arbitrator, or a court of competent jurisdiction.

Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, provided that the arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.

Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement and waivers set forth in this section by sending written notice of your decision to opt-out to the following email address: policies@y.info. The notice must be sent within 30 days of the “Last Updated” date or your first use of the Services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Y also will not be bound by them.

Class Action Waiver. You further agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND AGREE THAT YOU MAY BRING CLAIMS AGAINST Y IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Jury Trial Waiver. YOU AND Y HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Y are instead electing that all claims and disputes shall be resolved by arbitration as detailed in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

General

Entire Agreement. These Terms of Use, our Privacy Policy and Cookies Policy constitute the sole, entire, and exclusive agreement between you and us regarding the Site, Services, and Content, and supersede and replace any and all prior oral or written understandings, covenants, representations, or agreements (both written and oral) between Y and you regarding the Site, Services, and Content.

Assignment. You may not assign your rights or obligations under these Terms in whole or in part to any third party. You acknowledge and agree that Y may assign its rights and obligations under these Terms of Use and, in such context, share or transfer information provided by you while using the Services to a third party.

Waiver. 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 Y. 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.

Survival.  This Arbitration Agreement will survive the termination of your relationship with us.

Conflict of Provisions. In the event that there exists a conflict between any term, condition or provision contained within these Terms, and in any term, condition, or provision contained within any other specific part or feature, the term, condition, or provision contained in such specific part or feature will control.

Languages. The English version of these Terms will be the binding version and all communications, notices, and other actions and proceedings relating to these Terms will be made and conducted in English, even if we choose to provide translations of these Terms into the native languages in certain countries. To the extent allowed by law, any inconsistencies among the different translations will be resolved in favor of the English version.

Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Contact Us. Feel free to contact us with any questions about these Terms. You can email us at policies@y.info.