Terms of Service

Utopia Labs Terms of Service

Last Updated: April 18, 2024

Please read these Terms of Service (the “Terms”) and our Privacy Notice (https://toriwallet.com/privacy-policy) (“Privacy Notice”) carefully because they govern your use of the website located at https://utopialabs.com (the “Site”) and the services accessible via the Site and corresponding mobile application (“App”) offered by Utopia Labs Corp (“Utopia Labs”). To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”

The Services do not include any regulated financial services. Utopia Labs is not a bank or any other regulated financial institution. We are a technology company providing user-friendly software to enable you to access certain blockchain-based DeFi applications (discussed further below).

NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY:

PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”).

WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO USE THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK (“VPN”) OR ANY OTHER SIMILAR MEANS INTENDED TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND UTOPIA LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 19 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 19 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 18 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

Agreement to Terms.

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

Privacy Notice.

Please review our Privacy Notice, which also governs your use of the Services, for information on how we collect, use and share your information.

Changes to these Terms or the Services.

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site, to the App and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Who May Use the Services?

Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Utopia Labs, and not otherwise barred from using the Services under applicable law.

Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers. For the purposes of the Terms, “Restricted Territory” means Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine or any other country to which the United States embargoes goods or imposes similar sanctions. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

About the Services.

Services. As part of the Services, Utopia Labs provides a user interface, noncustodial wallet (the “Tori Wallet”), and technology integrations designed to simplify the process of using third party blockchain-based DeFi protocols and applications (“DApps”). The Services are designed to make it easy for you to access and use certain DApps that may generate yield or a return on your funds. We do not generate and have no responsibility for such yield or return. Any projected earnings rates (including annual percentage rates or APRs) viewable through our Services are purely illustrative and do not represent any promise or guarantee of future returns.

Tori Wallet Functionality. The Tori Wallet is designed to enable a user to (i) store locally on their own device an encrypted private key that permit the user to control their blockchain-based digital assets; (ii) facilitate access to compatible DApps; (iii) view addresses and information that are part of digital asset networks and broadcast transactions; and (iv) make use of additional functionality as we may add to the Tori Wallet from time to time. You may participate in the Services by creating a Utopia Labs account (“Account”) which will result in the creation of a Tori Wallet.

Third Party Service Providers. Certain features and functionalities within the Services—as we determine to make them available in our sole discretion—may allow you to interface or interact with, access and/or use compatible third party services, products, technology and content (collectively, “Third Party Services”). Such Third Party Services include eligible Dapps and providers of services related to fiat currency. You acknowledge and agree that: (i) Utopia Labs is not the provider of the Third Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto; and (ii) you are solely responsible for maintaining the Third Party Services and obtaining any associated licenses and consents necessary to use the Third Party Services in connection with the Services. As of the date first mentioned above, you agree that the Services include access to the following fiat-related Third Party Services, subject to the terms and conditions of each provider:

To fund your Tori Wallet, you must first open an account with Astra Inc. (“Astra”) and must accept and comply with Astra’s terms of service and privacy policy.

To connect your bank account to and make it available to fund your Tori Wallet, you must also agree to the Plaid End User Privacy Policy.

We partner with Bridge Ventures Inc. (“Bridge”), a registered money services business, to help you effectuate the exchange of fiat currency to cryptocurrency (including stablecoins). To enable this functionality, you must agree to the Bridge User Agreement, the Bridge Privacy Policy, and any related terms and conditions applicable to Bridge’s services.

The Services also include integrations with DApps, as noted above. We may add or remove such integrations from time to time, in our sole discretion. When you make use of any DApps, you do so at your own risk, and subject to the terms and conditions (if any) applicable to the Dapp. We make no representations or warranties with respect to the security, integrity, or profitability of any DApp. We do not control, endorse, or adopt any DApps and have no responsibility for DApp content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable.

Ownership and Blockchain Transaction Control. Utopia Labs does not buy, sell, or take custody or possession of any user assets, including digital assets, nor does it act as an agent or custodian for any user of the Services. Whenever you initiate a blockchain transaction using the Tori Wallet, such transaction must be authorized by you and cannot be modified or reversed by Utopia Labs or any other party. Accordingly, Utopia Labs will have no liability to you or any third party for any claims or damages that may arise as a result of the blockchain transactions you engage in via the Services. We do not guarantee that any blockchain transaction will be processed.

Fees. You agree to pay any applicable fees, including Gas Fees and Utopia Labs Fees, in connection with transactions on the Site and/or App. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network. More information about fees associated with your use of the Services are available at https://intercom.help/utopia-labs/en/articles/9182034-how-does-tori-make-money-are-you-charging-fees (“Utopia Labs Fees”).

Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.

Promotions. From time to time, Utopia Labs may offer you rewards in connection with your use of the Services (each, a “Promotion”). Your participation in such Promotions is subject to any promotion terms and conditions and these Terms.

License to Use the Tori Wallet

Subject to your compliance with these Terms, Utopia Labs grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Tori Wallet to control digital assets you own via the private key(s) stored on your device and to make use of the Services and any other Third Party Services provided through the Services and/or additional functionality as Utopia Labs may add to the Tori Wallet from time to time.

You understand and acknowledge that:

Utopia Labs does not have access to nor store your private keys and is not able to assist you to recover your Tori Wallet or any digital asset in your Tori Wallet should you lose access to your private keys;

In providing Tori Wallet to you, Utopia Labs acts only as a provider of technology and software services, and not as a custodian of any of your digital asset or the provider of any custodial services; and

Utopia Labs is not responsible for any transactions carried out by your through the Tori Wallet, which are your sole responsibility.

Referral Program.

Qualified Referral. You may receive rewards by referring new users to the Services (the “Referral Program”). A “Qualified Referral” occurs when: (i) an Account holder (a “Referrer”) creates and provides prospective user with a unique referral code generated by Utopia Labs (each prospective user, a “Referred User”) and (ii) a Referred User creates an Account using Referrer’s unique referral code, (iii) links a Tori Wallet, and (iv) transfers a minimum of $0.01 into their Tori Wallet.

Rewards for Qualified Referrals. For every Qualified Referral, the Referrer and each individual Referred User will earn a promotional incentive as described here: https://intercom.help/utopia-labs/en/articles/9210669-tori-s-referral-program. Any reward for a Qualified Referral will be delivered to the Referrer and Referred User’s Tori Wallet. There is no limit on how many Qualified Referrals may be associated with a Referrer. The Qualified Referral will be associated with the Referrer who provided the unique referral code used by the Referred User. Note that for a Qualified Referral to be valid, the Referred User and the Referrer cannot be the same person (for example, by using a different email address, IP address, and Tori Wallet). We may determine to disqualify or invalidate any referral if we determine in our sole discretion that the referral appears to be associated with activity that is fake, fraudulent, or deceptive, or otherwise does not represent a Referrer’s genuine introduction of a new user.

No Spam. As a Referrer, you must comply with all current “SPAM” laws in your jurisdiction and the jurisdiction of Referred Users you refer. For example, if emails or text messages must be created and distributed in a personal manner, the use of bulk email distribution is strongly discouraged. Any distribution of your unique referral code on websites or platforms created to take advantage of referral traffic generated from individuals, or otherwise in a way that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited. If we, in our sole discretion, believe that you are distributing your unique referral code, we have the right to terminate your account or prohibit you from further participation the Referral Program.

Utopia Labs reserves the right to modify or terminate the Referral Program at any time in its sole discretion.

Feedback.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

Utopia Labs’ Intellectual Property.

We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.

Rights and Terms for Apps.

App License. If you comply with these Terms, Utopia Labs grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

Additional Information: Apple App Store. This Section 10(b) applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation 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 App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, 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. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. 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 must also comply with any applicable third-party terms of service when using the App.

General Prohibitions and Utopia Labs’ Enforcement Rights.

You agree not to do any of the following:

Use, display, mirror or frame the Services or any individual element within the Services, Utopia Labs’ name, any Utopia Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Utopia Labs’ express written consent;

Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Utopia Labs or any of Utopia Labs’ providers or any other third party (including another user) to protect the Services;

Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Utopia Labs or other generally available third-party web browsers;

Use any meta tags or other hidden text or metadata utilizing a Utopia Labs trademark, logo URL or product name without Utopia Labs’ express written consent;

Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

Impersonate or misrepresent your affiliation with any person or entity;

Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);

Engage in wash trading or other deceptive or manipulative trading activities;

Fabricate in any way any transaction or process related thereto;

Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;

Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;

Violate any applicable law or regulation; or

Encourage or enable any other individual to do any of the foregoing.

Utopia Labs is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources.

The Services (including the App) may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

Termination.

We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your Account, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending us an email at support@utopialabs.com. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 5(e) (only for payments due and owing to Utopia Labs prior to the termination), 8, 9, 11, 13, 14, 15, 17, 18, 19 and 20.

Warranty Disclaimers.

THE SERVICES AND ANY CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. UTOPIA LABS (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (IV) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. UTOPIA LABS DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.

THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.

UTOPIA LABS WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

UTOPIA LABS DOES NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS, OR THAT ANY ASSOCIATED PAYMENT WILL BE SUCCESSFUL.

UTOPIA LABS IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. UTOPIA LABS PROVIDES AN ADMINISTRATIVE PLATFORM ONLY. UTOPIA LABS IS NOT A PARTY TO ANY AGREEMENT BETWEEN ANY USERS. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE LEGITIMACY AND AUTHENTICITY OF ASSETS YOU PURCHASE THROUGH THE SERVICES.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL ASSETS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF UTOPIA LABS TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

YOU UNDERSTAND AND ACCEPT THAT UTOPIA LABS DOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES UTOPIA LABS CONTROL ANY SMART CONTRACT OR DAPP THAT IS NOT OTHERWISE OFFERED BY UTOPIA LABS AS PART OF THE SERVICES AND IS NOT ITSELF A THIRD PARTY SERVICE. YOU UNDERSTAND AND ACCEPT THAT UTOPIA LABS DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE FUNCTIONING OF ANY PROTOCOL UNDEROGOING A TECHNICAL UPGRADE. YOU UNDERSTAND AND ACCEPT THAT UTOPIA LABS DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE. YOU AGREE THAT YOU ALONE, AND NOT UTOPIA LABS, ARE RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT UTOPIA LABS IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING UTOPIA LABS OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

Assumption of Risk.

By accessing and using the Services, you accept, acknowledge, and assume the following risks:

You are solely responsible for determining what, if any, Taxes and Gas Fees apply to your transactions through the Services. Neither Utopia Labs nor any Utopia Labs affiliates are responsible for determining the Taxes that apply to such transactions.

Our Services do not store, send, or receive digital assets. Any transfer of digital assets occurs within the supporting blockchain and not on the Services. Transactions in digital assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in digital assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.

There are risks associated with using blockchain-based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. Utopia Labs will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported digital assets, however caused, including Gas Fees paid or payable in connection therewith.

You acknowledge that any yield or return advertised by any DApp may be promotional or speculative and may be subject to the functioning and adoption of the DApp.

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.

The Services may rely on third-party platforms to perform transactions with respect to any digital assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

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 digital assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. Utopia Labs is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.

Indemnity.

You will indemnify and hold Utopia Labs and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, including any Third Party Services, or (b) your violation of these Terms.

Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER UTOPIA LABS NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UTOPIA LABS OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL UTOPIA LABS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO UTOPIA LABS FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO UTOPIA LABS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN UTOPIA LABS AND YOU.

Governing Law and Forum Choice.

These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 19 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Utopia Labs are not required to arbitrate will be the state and federal courts located in the San Francisco County and you and Utopia Labs each waive any objection to jurisdiction and venue in such courts.

Dispute Resolution.

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Utopia Labs agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Utopia Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions to Section 19(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

Injunctive and Declaratory Relief. Except as provided in Section 19(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND UTOPIA LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in Section 19(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

General Terms.

Reservation of Rights. Utopia Labs and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services 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.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Utopia Labs and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Utopia Labs and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or 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. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Utopia Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Utopia Labs 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.

Notices. Any notices or other communications provided by Utopia Labs under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

Waiver of Rights. Utopia Labs’ 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 Utopia Labs. 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.

Contact Information.

If you have any questions about these Terms or the Services, please contact Utopia Labs at support@utopialabs.com.