Terms of Use

TERMS OF USE

The following terms and conditions govern your access to and use of https://yala.org/ (“Website”) and your access to and use of any media, analytics, content, functionality and services offered on or through the Website, and your access to and use of all and any related sites and services. The services contained on the Website are brought to you by YALA LABS (hereinafter, “we”, “us” or “our”).

Please read the Terms of Use carefully before you start to use a Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use.

We reserve the right to modify these Terms at any time without notifying you. If you do not agree to any of the terms set forth in this Terms of Use, please stop using this Website.

USE OF OUR WEBSITE

By using our Website, you represent and warrant that you are not barred to use the Website under any applicable law, order, directive, regulation, or sanction list and are using the Website only for a lawful purpose. If you do not meet these requirements, you must not access or use the Website.

ACCESSING THE WEBSITE

We reserve the right to withdraw or amend this Website, and any material we provide on the Website, in our sole discretion without notice. We do not guarantee that our Website or any content on it will always be available or will not be interrupted. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or an entire Website, to users.

PRODUCTS AND SERVICES

Reliance on information

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

We do not enter into any terms or make any representations as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Website and the products offered thereto and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Website or relying on any of its content.

You should not take, or refrain from taking, any action based on any information contained on the Website or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos.

You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.

Collateralisation of Digital Assets

When electing to utilise the products on our Website, you may be required to provide a certain amount of digital assets as collateral in exchange for Yala Stablecoins or “$YU”. The amount of collateral required will depend on the products selected.

It is important to note that access to the products are contingent on you posting the necessary collateral. Accordingly, you acknowledge and understand that you may have limited access to the products should you not post the necessary collateral.

In addition to the foregoing, we should highlight that the products are decentralised in nature and provided to you by way of smart contracts designed and built on the blockchain. Any collateral posted by you is done by way of smart contracts and your decision to interact with the same. Accordingly, we do not have possession, custody or control over any digital assets you may post as collateral.

Decentralised Nature of the Products

As mentioned above, the products you may elect to interact with/utilize on our Website are products built on blockchain technology, resulting in the same ultimately being decentralized.

Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using the products.

To interact with the products, you will need to connect and engage with the same through a self-custodial wallet. It is essential to understand that your self-custodial wallet is provided to you by a third-party entity and is generally governed by separate terms and conditions imposed by said third-party entity. You shall be liable for ensuring full compliance and understanding the associated risks with your chosen self-custodial wallet provider.

Security

We cannot and do not guarantee that any content of the Website will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including antivirus and other security checks) to satisfy your requirements as to the safety and reliability of content.

INTELLECTUAL PROPERTY RIGHTS

The Website and and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

(a) Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

(b) You may store files that are automatically cached by your Web browser for display enhancement purposes.

(c) You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

(d) If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

(a) Modify copies of any materials from this site.

(b) Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

(c) Access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by us. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

PROHIBITED USES

You may use the Website and the products only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website and products:

(a) In any way that violates any applicable national, regional, local or international law or regulation.

(b) For the purpose of exploiting, harming or attempting to exploit or harm others in any way.

(c) To send, knowingly receive, upload, download, use or reuse any material which does not comply with these Terms of Use.

(d) To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.

(e) To impersonate or attempt to impersonate us, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

(f) To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website or expose them to liability.

In addition to the aforementioned, you further agree not to do any of the following with regards to our Website and the products:-

(a) Republish, redistribute or re-transmit any data from any of our communications, analytics, and our Website without our permission.

(b) Create links to the Website from any other website, without our prior written consent, although you may link from a website that is owned and operated by you provided that (a) the link is not misleading or deceptive and fairly indicates its destination, (b) you do not state or imply that we endorse you, your website, or any products or services you offer, (c) you do not create any misimpression or confusion among users with respect to sponsorship or affiliation, (d) you link only to the homepage of the Website, and (e) the linked website does not contain any content that is unlawful, threatening, abusive, libelous, pornographic, obscene, vulgar, indecent, offensive or which infringes on the intellectual property rights or other rights of any third party.

(c) Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

(d) Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

(e) Use any manual process to monitor or copy any of the material on a Website or for any other unauthorized purpose without our prior written consent.

(f) Use any device, software or routine that interferes with the proper working of a Website.

(g) Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

(h) Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of a Website, the server on which the Website is stored, or any server, computer or database connected to any Website.

CONFIDENTIAL INFORMATION

When using the Website, data may be transmitted over an open network which may allow such communications to be intercepted by third parties. As a result, we cannot guarantee the confidentiality or security of any communication or data that you may transmit to us through the Website.

LINKING TO THE WEBSITE AND SOCIAL MEDIA

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

LINKS FROM THE WEBSITE

If a Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to any Website, you do so entirely at your own risk and subject to the terms and conditions of use for such website. We reserve the right to withdraw linking permission without notice.

THIRD PARTY SERVICES

Certain features of our Website may utilize the services and/or products of third party vendors and business partners, which services and/or products may include software, information, data or other services. Certain of these vendors and business partners require users who utilize such features to agree to additional terms and conditions. Your uses of such features constitute your agreement to be bound by these additional terms and conditions. These third party terms are subject to change at such third party’s discretion.

We are not responsible and does not assume any liability whatsoever for acts, errors or omissions of any third-party service provider.

COLLECTION OF INFORMATION

We may collect information in several ways by your use of this Website, as well as from forms you submit to us, or personal correspondence, such as emails or letters that you send to us.

We may ask you to voluntarily provide us with personal information on this Website. In addition, when you log onto the Website, our servers may log your IP address, the URL of your request and other information that is provided in the HTTP header. Also, our third-party service providers may ask you voluntarily to provide personal information on their websites and may share such personal information with us, as governed by their respective privacy policies. Our use of information received from a service provider will be dictated by the service provider's privacy policies.

We may use your personal information to send you targeted messages, publications, news, and information about events, special offers, promotions and benefits. We may use third-party service providers to send and distribute e-mail and to perform other marketing and support functions. We may also use information we collect from you to improve the content of the Website, to enhance users' experiences when visiting the Website, and to customize the content and layout of the Website for each individual user.

We may provide your personal information to service providers or contractors to perform functions on our behalf, such as, but not limited to, companies or individuals hired to: communicate news, deliver our promotional materials via e-mail and direct mail, promote our social media presence and activities, to develop, enhance, market or provide any of the products, and such other support functions as may be necessary.

CHANGES TO THE TERMS OF USE

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.

DISCLAIMER OF WARRANTIES

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or any services or items obtained through any of the Website or to your downloading of any material posted on it, or on any website linked to it.

Your use of any of the Website, the content and any services or items obtained through the Website is at your own risk. The Website, its content and any services or items obtained through the Website are provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied.

We do not make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy or availability of the Website.

Without limiting the foregoing, we do not represent or warrant that any one of our Website, its content or any services or items obtained through the Website will be accurate, reliable, error-free or uninterrupted, that defects will be corrected, that our site or the server that makes it available are free of viruses or other harmful components or that such website or any services or items obtained through such Website will otherwise meet your needs or expectations.

We hereby disclaims all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non infringement and fitness for particular purpose. Some jurisdictions do not allow exclusion of warranties or limitations on the duration of implied warranties, so the above disclaimers may not apply to you in their entirety, but will apply to the maximum extent permitted by applicable law.

LIMITATION

In no event will we, our affiliates or their licensors, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, any of our Website, or any website linked to them, any content on the Website or such other website or any services or items obtained through our Website or such other website, including any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. the foregoing does not affect any liability which cannot be excluded or limited under applicable law (which may include fraud).

We will not be liable for any loss or damage arising from any use of your account by you or by any third party (whether or not authorized by you) including but not limited to cyber attacks, unauthorized access by any third party.

PROHIBITION/RESTRICTION OF ACCESS

You agree that we have the right to restrict your access to our Website and accompanying products via any technically available methods if we suspect, in our sole discretion, that:-

(a) you are using our Website and the procuts for money laundering or any illegal activity;

(b) you have engaged in fraudulent activity;

(c) you have acquired cryptocurrencies, digital assets, cryptoassets, etc., using inappropriate methods, including the use of stolen funds to purchase the same;

(d) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction;

(e) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists), or any other sanctions lists administered by OFAC;

(f) you have otherwise acted in violation of these Terms of Use. If we have a reasonable suspicion that you are utilizing the Website and accompanying products for illegal purposes, we reserve the right to take whatever action we deem appropriate; or

(g) you are located, organized, or resident in a country or territory that we deem in our sole and absolute discretion, to be a high risk jurisdiction and/or you are utilizing an IP address originating from such countries. These countries include but are not limited to: Afghanistan; Albania; American Samoa; Anguilla; Antigua & Barbuda; Bangladesh; Baker Island; Barbados; Belarus; Bolivial; Bosnia and Herzegovina; Bulgaria; Burkina Faso; Burundi; Cambodia; Cameroon; Central African Republic; China; Congo (Democratic Republic of); Crimea & Sevastopol; Croatia; Cuba; Donetsk People’s Republic; Ecuador; Ethiopia; Ghana; Gibraltar; Guam; Guyana; Haiti; Hong Kong SAR; Howland Island; Iran; Iraq; Jamaica; Jarvis Island; Johnston Atoll; Kenya; Kherson Oblast; Kingman Reef; Korea (the Democratic People's Republic of); Kyrgyzstan; Laos; Lebanon; Libya; Luhansk People’s Republic of Ukraine; Mali; Malaysia; Midway Islands; Mongolia; Morocco; Mozambique; Myanmar; Namibia; Navassa Island; Nicaragua; Nigeria; Northern Mariana Islands; Ontario (Canada); Pakistan; Palestine; Palmyra Atoll; Panama; Puerto Rico; Quebec; Russia; Senegal; Somalia; South Africa; South Sudan; Sri Lanka; Sudan; Syria; Syrian Arab Republic; Tanzania; Trinidad and Tobago; Tunisia; Turkey; UAE; Uganda; Ukraine; United States of America; US Virgin Islands; Vanuatu; Venezuela; Venezuela (Bolivarian Republic of); Vietnam; Virgin Islands (U.S.); Wake Island; Yemen; Zaporizhzhia Oblast; Zimbabwe.

For the avoidance of doubt, we may amend the above mentioned list from time to time.

RISK NOTICE

Please read this entire section carefully as it contains important information pertaining to risks associated with $YU, our Website, and products and services.

You are strongly advised to take independent legal advice on whether you are permitted under the laws of your jurisdiction to purchase $YU and/or utilize the products and services.

We do not recommend that you purchase $YU or utilize the products and services unless you have prior experience with cryptographic tokens, blockchain-based software and distributed ledger technology and unless you have taken independent professional advice (including legal advice, tax advice and other relevant professional advice).

You agree that you are solely responsible for making your own independent investigation and appraisal of the products and services offered on our Website. You shall fully understand and familiarize yourself with all the terms and conditions of the products and services, and the risks involved. You agree that you will only utilize the products and services on the basis of your own independent review and determination that the same are suitable and appropriate for you, taking into account your specific objectives, financial situation, experience, knowledge and particular needs.

You expressly acknowledge that you have the appetite to assume all economic consequences and risks of utilizing the products and services and to the extent necessary, have obtained consultation from tax, legal and other advisers.

REGULATORY RISKS

(a) Regulatory status uncertain

The regulation of digital tokens and/or cryptocurrencies such as $YU and the accompanying decentralized products and services is still in a very nascent stage of development globally. There exists a high degree of uncertainty as to how tokens and token-related activities are to be treated. The applicable legal and regulatory framework may change subsequent to the date of which you obtain $YU or interact with any of the products and services offered on our Website. Such change may be very rapid and it is not possible to anticipate with any degree of certainty the nature of such regulatory evolution. We do not in any way represent that the regulatory status of $YU and the accompanying products and services will remain unaffected by any regulatory changes that arise at any point in time before, during, and after your utilisation of the same.

(b) No regulatory supervision

We are not currently regulated or subject to the supervision of any regulatory body, we are not registered in any jurisdiction as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under any regulatory instrument. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximizing investor protections. Since we are not subject to such requirements or standards, we will make decisions on those issues at our own discretion. While we will have regard to best practices for these issues, you will not necessarily enjoy the same extent and degree of investor or consumer protections as would be the case should you purchase/interact with products or services from regulated entities instead.

(c) No fiduciary duties owed

As we are not a regulated financial institution, we do not owe you any fiduciary duties. This means that we have no legal obligation to always act in good faith in the best interests of you. While we will have regard to the interests of you, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over yours. This may mean that we are permitted to make decisions that conflict with or are not necessarily in your interests. Not owing any fiduciary duties also means that you may have limited rights of recourse against the us in the event of disputes.

(d) Uncertainties in tax characterisation and tax treatment

The tax characterization of digital tokens, digital assets and cryptocurrencies (such as $YU) is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to obtain $YU or utilize their digital assets/tokens for the purposes of interacting with our products and services should seek independent tax advice prior to deciding whether to obtain $YU or interact with the accompanying products and services offered on our Website. We make no representation as to whether any tax consequences may arise from holding $YU and/or the utilization of the products and services as set out on our Website.

(e) Failure to obtain, maintain or renew licenses and permits

Although as of the date of this Terms of Use, we are not obliged under any statutory requirements to receive any licenses and permits necessary for carrying out our activities, there is the risk that such statutory requirements may be adopted in the future. In this case, our business will depend on the continuing validity of such licenses and permits and its compliance with their terms. Regulatory authorities will exercise considerable discretion in the timing of license issuance and renewal and the monitoring of licensees’ compliance with license terms. Requirements which may be imposed by these authorities and which may require us to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor our operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly and time consuming and may result in delays in the continuation of operation of our activities. Further, private individuals and the public at large possess rights to comment on and otherwise engage in the licensing process, including through intervention in courts and political pressure. Accordingly, the licenses we may need may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict our ability to conduct our operations or to do so profitably.

(f) Unlawful or arbitrary government action

Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included the denial or withdrawal of licenses, sudden and unexpected tax audits, criminal prosecutions and civil actions. Government entities in other jurisdictions have also used common defects in matters surrounding token sales as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, our competitors may receive preferential treatment from the government, potentially giving them a competitive advantage against us.

PRODUCT RISKS

(a) Attributes or functionalities or features

We neither guarantee nor represent in any way that your holding of $YU and the utility of the products and services on our Website will entitle you to any rights, uses, purpose, attributes, functionalities or features. We reserve the right (in its sole and absolute discretion), to amend the uses, purposes, attributes, functionalities or features of $YU and the accompanying products and services.

(b) Risk of enterprise failure

There is no assurance of any success or development of the $YU tokens and the products and services offered on our Website. The aforementioned are in a constant state of development and are subject to further changes, updates and adjustments. Such changes may result in unexpected and unforeseen delays and impact. There is no assurance that the $YU tokens and accompanying products and services will be adopted or utilized by its target users and therefore, there exists the risk of enterprise failure.

(c) Lack of development of market for $YU

There may not be an active or liquid market for $YU, and the price may be highly volatile. Even if $YU is tradable in a secondary market, in practice, there may not be enough active buyers and sellers or the bid-ask spreads may be too wide. Accordingly, you may not be able to exit your token holdings easily. In the worst-case scenario where no secondary market develops, a token holder may not be able to liquidate his/her token holdings at all.

THIRD PARTY RISKS

The tokenized/decentralised nature of $YU and the products and services means that they are blockchain based. The security, transferability, storage, and accessibility of blockchain assets depends on factors outside of our control, such as the security, stability, and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any wallet where your $YU are stored. We do not represent or otherwise assure that we can prevent such external factors from having any direct or indirect adverse impact on any $YU and/or the products and services. Persons intending to purchase $YU or utilize the products and services should note that adverse events caused by such external factors may result in the loss of some or all $YU purchased and/or other cryptocurrencies utilized by way of the products and services. Such loss may be irreversible. We are not responsible for taking steps to recover any cryptocurrencies or digital tokens lost.

BLOCKCHAIN TECHNOLOGY RISKS

Our dependence on functioning software applications, computer hardware, underlying blockchain technology and the internet implies that we can offer no assurances that a system failure would not adversely affect the use of your $YU and/or the products and services. Despite our implementation of all reasonable network security measures, our processing servers are vulnerable to computer viruses, physical or electronic break-ins or other disruptions of a similar nature. Computer viruses, break-ins or other disruptions caused by third parties may result in interruption, delay or suspension of services, which would limit the use of $YU and/or the products and services.