LEGAL · TERMS OF SERVICE

Terms of Service

DRAFT — PRE-COUNSEL-REVIEWLAST UPDATED: PENDINGCOUNSEL REVIEW: PENDING
⚠ NOTICE

This document is a scaffold pending review by qualified legal counsel. It is published in good faith to give visitors visibility into the contractual framework under development for Yolo. It is not a finalized binding agreement. Specific commercial terms, liability caps, governing law, dispute resolution venue, and indemnification provisions will be set by counsel before any version of this document is presented as enforceable.

If you are using Yolo's services before this document is finalized, you are using them on the same baseline that all experimental and pre-release software is offered on: AS IS, AS AVAILABLE, AT YOUR OWN RISK, WITHOUT WARRANTY OF ANY KIND. See Section 8 (Disclaimers) and Section 9 (Limitation of Liability) below.

SECTION 01

Who You Are Agreeing With

These Terms of Service (the "Terms") govern your access to and use of yolo.solutions and any services, software, smart contracts, APIs, SDKs, documentation, or other materials we make available (collectively, the "Service").

The Service is operated by [LEGAL ENTITY NAME — e.g., "Yolo Labs, Inc., a Delaware corporation"] ("Yolo," "we," "us," or "our"). By accessing or using the Service, you ("you," "User") agree to be bound by these Terms.

If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

If you do not agree to these Terms, do not access or use the Service.

COUNSEL NOTE

Confirm entity name, state of incorporation, and capacity to enter into contracts. Verify whether the entity operating yolo.solutions is the same entity holding the protocol contracts, the Argus NFT, and any treasury assets.

SECTION 02

What Yolo Is

Yolo provides infrastructure for verifiable AI decision logging, agent identity, and agent commerce settlement, including:

Yolo is infrastructure software. Yolo is nota legal advisor, compliance officer, regulator, model validator, certification body, financial institution, money transmitter (except where licensed), securities broker-dealer, investment advisor, or insurer. Yolo does not provide regulatory, legal, financial, medical, or professional advice. Statements on yolo.solutions about regulatory compliance, the regulations Yolo's infrastructure helps satisfy, or how Yolo's services map to specific regulatory requirements are informational only and do not constitute advice. You are responsible for your own regulatory compliance.

SECTION 03

Eligibility and Accounts

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to use the Service. You must not be a person prohibited from receiving services under U.S. or other applicable sanctions or export laws, including but not limited to OFAC lists. You must not be located in a sanctioned jurisdiction.

You are responsible for the accuracy of information you provide and for maintaining the security of your account credentials and wallet keys. You are solely responsible for any activity that occurs through your account, your API keys, or your wallets connected to the Service.

COUNSEL NOTE

Confirm specific sanctions, export control, and KYC obligations. Specify whether KYC is required for any service tier. If services touch USDC or other regulated instruments, verify money-transmitter licensing posture by state and jurisdiction.

SECTION 04

Acceptable Use

You agree not to:

Violation of this Section may result in immediate suspension or termination of access without refund, in addition to any legal remedies available to Yolo.

SECTION 05

Fees and Payment

Yolo offers services on the following commercial models, as applicable:

Fees are non-refundable except as expressly stated in a separate written agreement. Yolo reserves the right to change pricing on prospective transactions with reasonable notice. On-chain transactions, once submitted, cannot be reversed by Yolo.

COUNSEL NOTE

Confirm refund posture, tax handling, currency of payment, and treatment of failed/reversed/disputed on-chain transactions. Specify whether enterprise SLAs (if any) supersede general Terms.

SECTION 06

Intellectual Property

Yolo's IP. Yolo and its licensors retain all right, title, and interest in and to the Service, including all software, code, documentation, designs, trademarks, and the Yolo name. Subject to your compliance with these Terms, Yolo grants you a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose during the term of these Terms.

Your data.You retain all right, title, and interest in any data, content, or information you submit through the Service ("User Content"). You grant Yolo a limited license to process User Content as necessary to provide the Service, including to compute audit chain entries, anchor entries to Base mainnet, pin payloads to IPFS where applicable, and produce reputation scores.

On-chain content. You acknowledge that on-chain anchors (including but not limited to Merkle roots committed to Base mainnet and CIDs published on IPFS) are by design immutable and publicly readable. You are responsible for ensuring that content you submit for on-chain anchoring does not contain information you do not wish to be public or permanent.

Trademarks."Yolo," "Argus," and associated logos are trademarks of [LEGAL ENTITY NAME]. You may not use these marks without express written permission, except for nominative fair use (e.g., factual identification of the Service).

COUNSEL NOTE

Register trademarks where commercially significant. Confirm whether Yolo's open-source components (if any) have licenses requiring acknowledgment. Confirm whether the agent identity NFTs are owned by Yolo, by the agent owner, or by another party — affects who holds the IP in the underlying token.

SECTION 07

Third-Party Services, Blockchain Risks, and Operational Dependencies

The Service depends on third-party infrastructure, including but not limited to:

Yolo does not control these third-party systems and is not responsible for their operation, availability, security, accuracy, or continued existence. You acknowledge that:

You assume all risk associated with use of public blockchain infrastructure. Yolo has no obligation to indemnify you for any loss arising from third-party infrastructure.

SECTION 08

Disclaimers of Warranty

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, YOLO DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

NO ADVICE OR INFORMATION OBTAINED FROM YOLO, WHETHER ORAL OR WRITTEN, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOLO MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE COMPLIES WITH OR SATISFIES THE REQUIREMENTS OF ANY SPECIFIC REGULATION, INCLUDING BUT NOT LIMITED TO EU AI ACT, GDPR, HIPAA, FDA REGULATIONS, NAIC MODEL BULLETIN, MIFID II, DSA, SR 11-7, OR ANY OTHER REGULATORY FRAMEWORK REFERENCED ON YOLO.SOLUTIONS. INFORMATIONAL MAPPINGS BETWEEN YOLO'S INFRASTRUCTURE AND SPECIFIC REGULATIONS PUBLISHED ON YOLO.SOLUTIONS ARE FOR YOUR REFERENCE ONLY AND DO NOT CONSTITUTE A WARRANTY OF COMPLIANCE.

YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF THE SERVICE SATISFIES YOUR REGULATORY OBLIGATIONS.

SECTION 09

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOLO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF YOLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOLO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED [LIABILITY CAP — TO BE SET BY COUNSEL].

Yolo shall not be liable for:

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH ANY CLAIM IS BASED, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

COUNSEL NOTE

Set the specific liability cap to a defensible figure aligned with insurance coverage. Confirm carve-outs for indemnification, payment obligations, willful misconduct, and gross negligence per applicable law.

SECTION 10

Indemnification

You agree to defend, indemnify, and hold harmless Yolo, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Yolo reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, at your expense.

COUNSEL NOTE

Indemnification language is jurisdiction-sensitive. Verify enforceability against consumer users in EU and other consumer-protective jurisdictions.

SECTION 11

Term and Termination

These Terms remain in effect for as long as you access or use the Service. Either party may terminate the relationship at any time. Yolo may suspend or terminate your access immediately if you violate these Terms, if required by law, or if your use poses risk to Yolo or other users.

Upon termination:

SECTION 12

Dispute Resolution

Governing law. These Terms are governed by the laws of [JURISDICTION — typically state of incorporation, e.g., Delaware], without regard to conflict of laws principles.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by [ARBITRATION PROVIDER — typically JAMS or AAA] in [VENUE], in accordance with their then-current commercial arbitration rules. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

Class action waiver. You and Yolo agree to resolve disputes only on an individual basis and not as part of any class, collective, or representative action.

Opt-out. You may opt out of the arbitration agreement by sending written notice to [LEGAL EMAIL ADDRESS] within 30 days of first accepting these Terms.

Carve-outs.Either party may bring claims in court for: (a) injunctive relief, (b) intellectual property infringement, (c) small claims court matters within that court's jurisdictional limits.

COUNSEL NOTE

This section requires legal review and jurisdiction-specific drafting before being treated as enforceable. Class action waivers must be carefully drafted to be enforceable and may not be enforceable against consumer users in some jurisdictions.

SECTION 13

Changes to These Terms

Yolo may modify these Terms from time to time. Material changes will be communicated by posting on yolo.solutions and, where Yolo has your contact information, by email. Continued use of the Service after the effective date of a modified version constitutes acceptance of the modified Terms.

COUNSEL NOTE

Some jurisdictions require active acceptance of material changes rather than passive continued use. Confirm enforceability.

SECTION 14

General Provisions

Entire agreement. These Terms (together with any separately executed Master Service Agreement or Order Form) constitute the entire agreement between you and Yolo regarding the Service.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

No waiver.Yolo's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

Assignment.You may not assign or transfer these Terms without Yolo's prior written consent. Yolo may assign these Terms freely.

Force majeure. Neither party is liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, war, terrorism, civil disturbance, government action, internet failures, blockchain failures, or cybersecurity incidents.

Notices. Notices to Yolo must be sent to [LEGAL EMAIL ADDRESS] or [PHYSICAL ADDRESS, IF APPLICABLE].

SECTION 15

Contact

Questions about these Terms: [LEGAL EMAIL ADDRESS — set up legal@yolo.solutions before publishing]

General inquiries: agents@yolo.solutions

DOCUMENT STATUS

This document is published in draft form pending legal counsel review. Sections marked with COUNSEL NOTE flag specific items requiring legal attention before this document is treated as enforceable.

Until counsel review is complete, your use of the Service is on the "AS IS, AS AVAILABLE, AT YOUR OWN RISK" baseline described in Sections 8 and 9, supplemented by the standard tort, contract, and statutory protections of your jurisdiction. Nothing in this scaffold is intended to waive Yolo's rights under those baselines.

For the avoidance of doubt: this draft is intended as a transparency artifact and a working document for legal counsel, not as an enforceable contract. Final enforceable Terms will replace this scaffold upon counsel completion.