Yat Labs is the provider of the Yat Service and the creator of ‘Yat’ (as such capitalized terms are defined below), which constitute a new digital asset address naming system that enables persons to use a personalized string of emojis to send each other digital assets.
Yat Labs has developed an API (as defined below) for use by digital asset exchanges and wallet providers that will enable the users of such exchanges and wallets to access and use the Yat Service directly from the exchange or wallet platform.
Partner is a digital asset service provider that operates a digital asset platform and provides related services to its users.
Partner is willing to offer its users access to the Yat Service through Yat Labs’s API.
Yat Labs is willing to license the API to Partner, enable Partner’s users to access the Yat Service via the API and to purchase Yats.
In consideration of the promises and mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
The following capitalized terms will have the following meanings in this Agreement (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
- “AFFILIATE” means any legal entity that Owns, is Owned by, or is commonly Owned with a party.
- “API” means the Yat application programming interface and any API documentation or other API materials made available to Partner by Yat Labs, including, without limitation, through the official yat API, and any updates, bug fixes, patches, or other error corrections to the API that Yat Labs makes available.
- “DIGITAL ASSET” means a cryptocurrency, digital token or other digital asset that is compatible with, and available for use with, the Yat Service and the Partner Platform.
- “INTELLECTUAL PROPERTY RIGHTS” means any intangible property rights, including, without limitation, patents, trademarks, tradenames, copyrights, authors’ rights, mask work rights, know how, show how and trade secret rights, irrespective of whether those rights arise under U.S. or international intellectual property, unfair competition, or trade secret laws.
- “NAMING SYSTEM” means a digital asset naming system that: (a) is capable of use in connection with blockchain-based digital asset protocol addresses or third-party service usernames or handles; and (b) enables a user to designate one or more emojis, emoticons, smileys, icons, messaging stickers, ideograms, ideographs, pictograms, pictographs, pictures, images, encoded characters, non-alphanumeric characters, or other typographic approximations as a proxy or substitute for their digital asset address, service username or handle.
- “OWN” means more than 50% ownership or the right to direct the management of the entity.
- “PARTNER PLATFORM” means Partner’s Digital Asset service and other associated services platform(s) operated by Partner or one or more of Partner’s Affiliates.
- “PARTNER PLATFORM SOFTWARE” means the software developed or adapted, and hosted, by Partner that interacts with the API and enables Partner Users to access and use the Yat Service through the Partner Platform.
- “PARTNER USER” means a user of the Partner Platform.
- “USER DATA” means information that relates to an individual Yat customer, registered user of the Yat Service, or an Partner User.
- “YAT” means an emoji identifier licensed or sold by Yat Labs or a Yat Labs Affiliate for use with the Yat Service.
- “YAT SERVICE” means Yat Labs’s software operating the Tari blockchain protocol made available by Yat Labs or a Yat Labs Affiliate on a hosted basis as listed and described at official yat API.
- “YAT WEBSITE” means http://www.y.at, or other website address notified by Yat Labs to Partner, through which Yat Labs or a Yat Labs Affiliate licenses or sells YATs to users, as further described in the Deployment Plan.
All other capitalized terms that are not defined in this Section 1 will have the meanings assigned in the text of this Agreement.
PARTNER INTEGRATION OF YAT SERVICE
- Yat Service Accessibility through Partner Platform. Partner will:
- access the API and develop or adapt the necessary Partner Platform Software to enable Partner Users to access and use the Yat Service on the Partner Platform; and
- process Digital Asset transactions using the Yat Service on the Partner Platform in the same manner as comparable Digital Asset transactions using the conventional system(s) for transaction addresses. Partner will not charge Partner Users fees for access or use of the Yat Service.
- Yat Service Accessibility through Partner Platform. Partner will:
YAT LABS PROVISION OF YAT SERVICE
LICENSE OF API AND SDK
- API License Grant. Subject to the terms of this Agreement, during the Term, Yat Labs grants to Partner a limited, revocable, non exclusive, non transferable, non assignable, non sublicensable license under Yat Labs’s Intellectual Property Rights to use the API solely for the purposes of internally developing the Partner Platform Software that will communicate and interoperate with the Yat Service.
- Use of API License
- API License Restrictions. Partner will not use the API for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Partner will not at any time, and will not permit others to: (1) copy, modify, or create derivative works of the API, in whole or in part; (2) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (3) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (4) remove any proprietary notices from the API; (5) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any applicable law; (6) combine or integrate the API with any software, technology, services, or materials not authorized by Yat Labs; (7) design or permit the Partner Platform Software to disable, override, or otherwise interfere with any Yat Labs implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (8) use the API in the Partner Platform Software to replicate or attempt to replace the user experience of the Yat Service; or (9) attempt to cloak or conceal Partner’s identity, the identity of the Partner Platform Software, or the identity of Partner Users when requesting authorization to use the API.
- API License Responsibilities. Partner will be responsible and liable for all uses of the API resulting from access provided by Partner, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Partner will be responsible for all acts and omissions of Partner Users in connection with the Partner Platform Software and their use of the API, if any. Any act or omission by a Partner User that would constitute a breach of this Agreement if taken by Partner will be deemed a breach of this Agreement by Partner. Partner will make Partner Users aware of this Agreement’s provisions as applicable to such Partner User’s use of the API and will cause Partner Users to comply with such provisions.
- Prevention of API Misuse. Partner will use reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Partner will promptly notify Yat Labs if Partner becomes aware of any infringement of any Intellectual Property Rights in the API and will fully cooperate with Yat Labs in any legal action taken by Yat Labs to enforce Yat Labs’s Intellectual Property Rights.
- Compliance with API Rules. Partner will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements regarding the API that are posted on official yat API from time to time. Partner will monitor the use of the Partner Platform Software for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending Partner Users of the Partner Platform Software from further use of the Partner Platform Software.
- SDK License. If Yat Labs makes a software development kit (“SDK”) available to Partner for use in developing the Partner Platform Software, Partner will comply with all applicable laws, rules, and regulations, and all guidelines, standards, and requirements regarding the SDK that are posted on official yat API from time to time.
- Material Issue Resolution. If Partner becomes aware of any significant issue with regard to the operation or use of the Yat Website, YATs or Yat Service, including any material claims for refunds, recalls, governmental inquiry, or other regulatory issue, Partner will promptly notify Yat Labs of the issue and provide reasonable assistance at Yat Labs’s request in resolving the issue.
- Confidential Information. In connection with this Agreement, each Party (the “Receiving Party”) may receive or have access to confidential information and materials of the other Party (the “Disclosing Party”). As used in this Agreement, “Confidential Information” means non public, proprietary information that (i) is designated as “confidential” or by similar words by the Disclosing Party at the time of disclosure and, if oral or visual, is confirmed as confidential by the Disclosing Party in writing within 15 days of disclosure; or (ii) the Receiving Party should reasonably have considered to be confidential under the circumstances surrounding disclosure; but the obligations related to Confidential Information in this Agreement will not apply to any information that (1) was previously known to the Receiving Party without breach of any confidentiality obligation or other restriction on disclosure; (2) is received from a third party without similar restriction; (3) is or becomes publicly available other than through unauthorized disclosure; or (4) is independently developed by the Receiving Party without the use of the other Party’s Confidential Information. Confidential Information of both Parties also includes User Data, this Agreement, including its specific terms and conditions, but not the existence of or parties to this Agreement. As between the Parties, the Disclosing Party owns the Confidential Information it discloses to the Receiving Party.
- Restrictions and Permitted Uses. The Receiving Party will use any Confidential Information of the Disclosing Party solely for the purposes of performing its obligations or exercising its rights under this Agreement. The Receiving Party will take reasonable precautions (at least as great as the precautions it takes to protect its own confidential information, but in no event less than a reasonable degree of care) to prevent unauthorized use or disclosure of the Disclosing Party’s Confidential Information in its possession. The Receiving Party will not disclose any Confidential Information of the Disclosing Party to any third party for a period of five years after the date of disclosure, provided, however, that the Receiving Party may disclose Confidential Information of the Disclosing Party: (i) to its agents or representatives, on a need to know basis, under an obligation of confidentiality no less stringent than that set forth in this Section 6; and (ii) as required by law, provided that the Receiving Party notifies the disclosing Party as soon as feasible and cooperates with the Disclosing Party’s efforts to limit or avoid the disclosure. Upon expiration of the Term or termination of this Agreement for any reason, the Receiving Party will, upon request of the Disclosing Party, return to the Disclosing Party, or destroy (with written certification of the same), all copies of the Disclosing Party’s Confidential Information, except for archival and back-up copies on back-up tapes and if, and to the extent, the Receiving Party is required to retain such material under applicable laws or regulations.
- Licenses to Trademarks. Each Party hereby grants to the other Party a non exclusive, non transferable, royalty free, personal license to the first Party’s proprietary trademarks, trade names, branding, and logos made available for use in connection with this Agreement to the other Party (“Trademarks”) during the Term, provided that such use is in connection with the marketing, promotion and deployment of YATs and the Yat Service. Each Party acknowledges and agrees that the licenses granted herein include the right to reformat and resize its Trademarks, provided such modifications do not alter the dimensions or overall appearance of its Trademarks as delivered to the other Party.
- Approvals; Restrictions. Each Party reserves the right to review and approve any use of its Trademarks by the other Party. All goodwill arising from the use of a Party’s Trademarks will accrue solely to the benefit of the Party licensing the Trademarks. Neither Party will use any Trademark of the other Party for any purposes beyond the scope of the license granted in this Agreement. Unless set forth in Sections 7 or 8, this Agreement does not grant to either Party any license, right, title, or interest in or to the other Party’s Trademarks.
- Prevention of Misuse. Each Party will use commercially reasonable efforts to safeguard the other Party’s Trademarks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. A Party will promptly notify the other Party if the first Party becomes aware of any misuse of any Intellectual Property Rights in the other Party’s Trademarks on the Yat Service (in the case of Partner’s Trademarks) or the Partner Platform (in the case of Yat Labs’s Trademarks) and will correct any such known misuse.
- Ownership of Intellectual Property Rights. The Parties acknowledge that, as between Partner and Yat Labs, (i) Yat Labs owns all right, title, and interest, including all Intellectual Property Rights, in and to the Yat Labs Trademarks, the API, the Yat Service, the Yat Website, YATs, and any proprietary information, materials, or other items provided by Yat Labs to Partner under this Agreement, together with any related modifications, enhancements, or derivative works of those items, and all Intellectual Property Rights in those modified, enhanced, or derivative works, and (ii) Partner owns all right, title, and interest, including all Intellectual Property Rights, in and to the Partner Trademarks, the Partner Platform Software, and the Partner Platform, excluding the aforementioned rights in Section 8(i)(a). Subject to the license rights granted herein, each Party otherwise reserves all right and title to its respective products, services, technologies, tools, software and offerings, and nothing in this Agreement will be construed, by implication, estoppel or otherwise, as granting such right or title.
- Feedback. If Partner or any of Partner’s employees, contractors, and agents sends or transmits any communications or materials to Yat Labs by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, and the Yat Service, or the Yat Labs Trademarks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non confidential. Partner hereby assigns to Yat Labs on Partner’s behalf, and on behalf of Partner’s employees, contractors, and agents, all right, title, and interest in, and Yat Labs will be free to use, without any attribution or compensation to Partner or any third party, any Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Yat Labs will not be required to use any Feedback.
- Prohibitions. Neither Party will cause or permit reverse engineering, disassembly, or decompilation of any of the other Party’s software that has been provided in object code format or of any other materials belonging to the other Party.
- No Joint Development. The Parties do not intend to jointly develop or create any intellectual property under or in connection with this Agreement.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER
- Mutual Representations and Warranties. Each Party represents and warrants that: (i) it possesses sufficient title, right, licenses, consents, power, and authority to enter into this Agreement and to fully perform all of its obligations under this Agreement, including but not limited to allowing the other Party to exercise its rights under this Agreement in connection with such obligations; (ii) entering into this Agreement does not and will not violate any agreement or obligation existing between the Party and any third party; and (iii) its obligations under this Agreement will be performed in (1) a professional and workmanlike manner, (2) compliance with applicable law, and (3) accordance with any applicable requirements or specifications set forth in this Agreement and Exhibits hereto.
- Disclaimer. THE WARRANTIES SET FORTH IN SECTION 9(i) ARE THE SOLE WARRANTIES PROVIDED BY YAT LABS IN CONNECTION WITH THE API AND YAT SERVICE. THE API, YAT SERVICE AND ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. YAT LABS SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE API, YAT SERVICE OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY (i) OF MERCHANTABILITY, (ii) OF FITNESS FOR A PARTICULAR PURPOSE, (iii) NON-INFRINGEMENT, (iv) ONLINE AVAILABILITY AND PERFORMANCE, OR (v) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. YAT LABS MAKES NO WARRANTY OF ANY KIND THAT THE API, YAT SERVICE, ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTNER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF PARTNER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YAT LABS SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING (I) ANY ECONOMIC OR OTHER BENEFIT THAT PARTNER MIGHT OBTAIN IN CONNECTION WITH THIS AGREEMENT; (II) ANY USE OF THE API, YAT SERVICE AND ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT FOR ANY PURPOSE OTHER THAN AS A DIRECTORY FOR LOOKUP OF A YAT’S ASSOCIATED BLOCKCHAIN BASED DIGITAL ASSET ADDRESSES OR THIRD PARTY SERVICE USERNAMES; AND (III) THE VERACITY, VALIDITY, CORRECTNESS, LEGAL PERMISSIBILITY, APPROVAL OR MODERATION OF ANY BLOCKCHAIN BASED DIGITAL ASSET ADDRESSES OR THIRD PARTY SERVICE USERNAMES THAT AN YAT SERVICE USER LINKS OR ASSOCIATES WITH A YAT.
- *Obligation**. Partner will indemnify, defend, and hold harmless Yat Labs and its officers, directors, employees, agents, Affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or accruing from Partner’s breach (or, as to defense obligations only, alleged breach) of Partner’s obligations under this Agreement.
- *Procedures**. In the event Yat Labs seeks indemnification or defense from Partner under this provision, Yat Labs will promptly notify Partner in writing of the claim(s) brought against the Yat Labs for which Yat Labs seeks indemnification or defense. Yat Labs reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. Partner will not enter into any third party agreement that would, in any manner whatsoever, constitute an admission of fault by Yat Labs or bind Yat Labs in any manner, without the Yat Labs ’s prior written consent. In the event Yat Labs assumes control of the defense of such claim, Partner will cooperate and provide reasonable assistance to the Yat Labs and the Yat Labs will not settle any such claim requiring payment from Partner without Partner’s prior written approval.
DAMAGES; LIMITATIONS ON LIABILITY
- Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL YAT LABS BE LIABLE TO PARTNER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR THE YAT SERVICE, EVEN IF THE YAT LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR YAT LABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Limitation on Damages. EXCEPT FOR BREACHES OF THE CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OF THIS AGREEMENT AND/OR AMOUNTS ARISING FROM THE INDEMNIFICATION OBLIGATIONS IN SECTION 10 OF THIS AGREEMENT, YAT LABS’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) 10,000 USD, OR (II) THE AGGREGATE USD VALUE OF REVENUE SHARE PAYMENTS MADE TO PARTNER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH THE LIABILITY AROSE, AS CALCULATED BY YAT LABS BASED ON THE USD VALUE OF EACH REVENUE SHARE PAYMENT AT THE TIME SUCH PAYMENT WAS MADE. PARTNER ACKNOWLEDGES THAT THE TERMS OF THIS SECTION 11(ii) REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
- Independent Limitations. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 11(i) AND 11(ii) ARE INDEPENDENT OF EACH OTHER. IN THE EVENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THAT SECTION 11(i) OR 11(ii) IS UNENFORCEABLE OR OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE, THE REMAINING LIMITATION WILL REMAIN IN FULL FORCE AND EFFECT.
TERM AND TERMINATION
- Term. This Agreement shall commence as of Partner’s first use of the Yat Service and shall remain in effect until terminated in accordance with Section 12(ii), Section 12(iii) or 12(iv) (the “Term”).
- Termination for Cause. Yat Labs may terminate this Agreement immediately upon written notice if Partner is in material breach of an obligation or any term, condition, or warranty of this Agreement and, if such breach is subject to cure, Partner fails to cure within 30 days after written notice thereof.
- Termination for Convenience. Yat Labs may terminate this Agreement at any time effective immediately upon ninety (90) days’ written notice (via email or otherwise).
- Termination for Decentralization Event. Yat Labs may terminate this Agreement upon 45 days’ written notice to Partner of its intention to migrate the Yat Service from a centralized directory maintained by Yat Labs or an Affiliate to a decentralized directory maintained on an identified Digital Asset network. In the event of a termination under this Section 12(iv), the Parties will meet, discuss and work in good faith to maintain the ability of Partner Users to access the Yat Service through the Partner Platform as Yat Labs migrates to a decentralized Yat Service.
- Effect of Termination or Expiration. Upon termination or expiration of this Agreement for any reason, Section 6, 7, 8, 10, 11(iii), 12 and the Marketing and Promotion Addendum (if any)((for payment obligations arising prior to termination or expiration) will survive and continue in effect in accordance with their terms. No Party will be liable to the other Party for any damages relating to the expiration or termination of this Agreement under this Section 12.
- Emergency Suspension. Yat Labs may, in its sole discretion, immediately suspend access to or use of the Services by Partner or any Partner User if Partner or any Partner User violates a material restriction or obligation of Partner or Partner Users in this Agreement, or if in Yat Labs’s reasonable judgment, the API, Yat Service or any components thereof are about to suffer a significant threat to security or functionality. Yat Labs will provide advance notice to Partner of any such suspension based on the nature of the circumstances giving rise to the suspension if Yat Labs determines notice is reasonable in the circumstances. Yat Labs will use reasonable efforts to re-establish the affected API or Yat Service promptly after Yat Labs determines that the situation giving rise to the suspension has been cured. A suspension under this Section 12(vi) will not prevent Yat Labs from exercising any other right to terminate this Agreement under Sections 12(ii) or 12(iv). Any suspension under this Section shall remain in effect until the applicable breach, if curable, is cured.
- Notices. All notices must be in writing and provided either by electronic or physical mail to the address indicated on the following Parties Information Table and/or via the Relationship Manager e mail address listed therein. Each Party may change the persons to whom notices will be sent by giving prior notice to the other Party.
- Dispute Resolution; Arbitration.
- Escalation; Dispute Resolution. In the event of a material dispute under this Agreement, the Parties will engage in good faith negotiations for 90 days to resolve the dispute. The period will start following the delivery of written notice of the dispute by a Party in accordance with Section 13(i).The Relationship Managers will conduct initial negotiations. If the Relationship Managers are unable to resolve the dispute within the first 45 days, then a designated executive from each Party will engage in negotiations for an additional period of 45 days, or until the end of any agreed extension period. If the Parties are unable to resolve the dispute within the agreed period, then a Party may exercise its rights available to such party under this Agreement or otherwise. This Section 13(ii)(a) does not: (i) apply to or limit the right of a Party to seek a temporary restraining order or other provisional remedy to preserve the status quo or to prevent irreparable harm; or (ii) apply to issues or disputes under Section 6.
- Arbitration. Subject to Section 13(ii)(a), any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Oakland, California, USA. The language to be used in the arbitral proceedings will be English. The Parties agree that the state or federal courts of the State of California and the United States sitting in Alameda County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- Governing Law; Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Subject to Section 13(ii)(b), each party irrevocably submits to the exclusive jurisdiction of the state or federal courts of the State of California and the United States sitting in San Francisco County, California in any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder.
- Attorneys’ Fees. If either Partner or Yat Labs employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
- Waiver. A Party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.
- Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.
- Assignment. Partner may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise (including any change of control), except with the prior written consent of Yat Labs. Any attempted assignment by Partner in violation of this Section 13(vii) is void. Yat Labs may assign this Agreement to an Affiliate and in such event will provide Partner of notice either by e mail, in writing, or other electronic means.
- Force Majeure. No Party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event including acts of God, natural disasters, war, civil disturbance, riots, quarantine, shelter orders or other similar actions by a governmental entity, strike, epidemic, pandemic, and other causes beyond the reasonable control of the Party seeking recourse under this Section 13(viii). The Party affected by the force majeure event will provide notice to the other Party within a commercially reasonable time and will use reasonable efforts to resume performance. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event ends.
- Relationship of Parties; Contracting Language. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship or grants a franchise. The Parties agree to English as the contracting language and to conduct activities under this Agreement in the English language.
- Third Party Rights. No user of the Yat Service or Partner User or any other third party is a third-party beneficiary to this Agreement. Each Party’s Affiliates are third-party beneficiaries to this Agreement. The Parties will be responsible for the acts and omissions of their Affiliates as if such acts and omissions were those of the relevant Party under this Agreement.
- Entire Agreement. This Agreement (including its Exhibits) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to such subject matter. This Agreement may be amended only in a signed writing by the Parties. This Agreement is not an offer and will not be effective unless signed by duly authorized representatives of Yat Labs and Partner.
- Counterparts. This Agreement may be executed by fax or electronic (including PDF) signatures and/or in any number of counterparts, all of which taken together will constitute one single agreement binding the Parties.