Last Updated: September 09, 2025
These Terms of Service (these “Terms”) are between you and Ulys Holdings, Inc. (“Ulys” or “we” or “us” or “our”), and govern your access to our website (including all top-level domain and subdomain pages, the “Site”) and use of all versions of our Offerings.
Ulys provides certain software services via a mobile device software application (“App”), which enables users to securely self-custody their Digital Assets with multi-party computation (“MPC”) based externally-owned accounts (“Wallet(s)”). The App allows you to engage in peer-to-peer, on-chain transactions of various Digital Assets across different blockchain networks, view information about various Digital Assets and market signals, interact with AI agents, bots, GenAI, or LLMs, and access any additional functionality, features, products, or services as Ulys may add from time to time (together with the App and Wallet, the “Offerings”).
“Digital Asset(s)” refer to those particular tokens, cryptocurrencies, virtual currencies, coins, crypto-assets and other blockchain-based digital assets supported by the App and integrated with the Wallet, as decided by Ulys in its sole discretion. Furthermore, we may in our sole discretion add or terminate support for any particular blockchain or network and the corresponding digital assets. Certain Offerings, list of supported Digital Assets, and access to Third Party Services (defined below) may vary by jurisdiction.
By accessing the Site or using any of the Offerings, you agree to be bound by these Terms and the Ulys Privacy Policy (the “Privacy Policy”). If you don’t agree to be bound by these Terms, you may not access the Site or use the Offerings. We may make changes to these Terms from time to time. If we do this, we will post the updated Terms on our Site and will indicate at the top of this page the date the Terms were last updated. It is your responsibility to check these Terms for changes. Unless otherwise noted, the modified Terms will be effective at the time they are posted on the Site. You agree that your continued use of the Offerings after we have made any such updates constitutes your acceptance of the new Terms.
IMPORTANT NOTICE: THESE TERMS INCLUDE A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS, GROUP OR REPRESENTATIVE ACTIONS, A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS IN THE SECTION ENTITLED “DISPUTE RESOLUTION.” PLEASE READ THESE TERMS CAREFULLY.
You must be at least 18 years of age or, if greater, the age of majority in your country of residence.
You must create an account (“Account”) to access and use the Offerings. You may need to complete certain verification procedures before you are permitted to use some of the Offerings or Third-Party Services. You are responsible for all activity that occurs under your Account. We reserve the right to suspend or terminate your Account, including if you provide inaccurate, untrue, or incomplete information, or if you fail to comply with the Account registration requirements or these Terms.
You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, and any other credentials that you use to access the Offerings.
You agree that you will not disclose your Account credentials to anyone and that you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, or that relate to or are otherwise referable to your Account credentials, whether or not you know about them.
When you create a Wallet Account, the private key that allows you to sign transactions is split into two key shares using MPC. One key share is stored on your device (“User Key”) and the other key share is stored on a server (“Server Key”) controlled by a third -party embedded MPC wallet service provider, Fireblocks. Only when both the User Key and Server Key interact can a transaction take place. In addition, you must store an encrypted backup copy of the User Key when creating your Wallet (“Backup Key”). You may export the private key associated with your Wallet by following the instructions in the App. Ulys does not store the User Key, the Server Key, or the Backup Key.
You are solely responsible for the retention and security of your Account credentials, the User Key, and your Backup Key. Your User Key and/or Backup Key are required to access the Digital Assets associated with your Account. Anyone that has access to your Account Credentials and either your User Key or Backup Key can access your Digital Assets.
IF YOU LOSE ACCESS TO YOUR USER KEY AND BACKUP KEY, YOU WILL LOSE ACCESS TO THE DIGITAL ASSETS IN YOUR WALLET. YOU ACKNOWLEDGE THAT ULYS DOES NOT STORE AND IS NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR USER KEY, BACKUP KEY, OR SERVER KEY. YOU AGREE TO HOLD ULYS AND ITS AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM LOSING YOUR ACCOUNT CREDENTIALS, OR ACCESS TO YOUR USER KEY, BACKUP KEY, SERVER KEY, OR THE DIGITAL ASSETS IN YOUR WALLET. YOU AGREE THAT ULYS AND ITS AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR ACCOUNT CREDENTIALS, USER KEY, OR BACKUP KEY, OR OTHERWISE CANNOT ACCESS YOUR DIGITAL ASSETS.
The Offerings enable you to interact with third-party service providers, including without limitation- decentralized exchanges (“DEXs”), decentralized applications (“Dapps”), decentralized lending protocols, faucets, bridges, infrastructure tools, fiat and stablecoin on/off ramps, or ACH bank transactions (collectively, “Third Party Service(s)”). When interacting with any Third Party Services, you understand that you are not interacting or transacting with us. We provide access to Third Party Services only as a convenience. We do not have control over content provided by or delivered by those Third Party Services, and do not recommend, warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, services, or tokens on or accessible from those Third Party Services. You are solely responsible for any fees or costs associated with accessing Third Party Services.
We make no warranties or representations, express or implied, about such Third Party Services, the third parties they are owned and operated by, the information contained on them, the suitability of their products or services, or the Digital Assets they make accessible. You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Services, third-party websites, applications, or resources. Third Party Services may provide access to Digital Assets or transactions involving Digital Assets which have high risks of illiquidity, devaluation, lockup, or loss. Ulys and its affiliates shall not bear any liability, whatsoever, for any harms or damage caused by any Third Party Service. You should use care when interacting with any Third Party Service.
In connection with your use of the Offerings, Ulys may, from time to time and in its sole discretion, make available certain incentive, promotional, referral, sweepstakes, contest, competition, bounty, grant, prize, gift, or reward programs (collectively, “User Rewards”). Participation in any User Rewards program is entirely voluntary and subject to these Terms, any additional terms and conditions associated with the applicable program, and applicable law.
Details regarding the criteria for earning and receiving User Rewards shall be described within the applicable Offering or in official documentation provided on the Site or in the App. Upon your complete satisfaction of all criteria for obtaining a User Reward, and subject to your compliance with the associated terms and conditions, these Terms, applicable law, and Ulys’ sole discretion and exclusive determination, Ulys or, where applicable, a provider of a Third Party Service, will use commercially reasonable efforts to transfer the earned User Reward to your Wallet address.
Ulys expressly reserves the right, at any time and without notice, to (i) change, modify, suspend, or cancel any User Rewards program, including the type, frequency, criteria, or availability of rewards; (ii) determine, substitute, or adjust the form, value, or method of delivery of any User Reward; and (iii) interpret and administer any User Rewards program in its sole and absolute discretion. Users acknowledge and agree that User Rewards are not guaranteed, may be subject to expiration, forfeiture, or additional eligibility conditions, and that Ulys shall have no liability for any modification, suspension, or cancellation of a User Rewards program, or for any delay, substitution, or failure in delivery of any User Reward.
We may charge fees for using some or all of the Offerings, including but not limited to subscription fees, transaction fees, premium feature fees, and AI Features fees. We will disclose the amount of fees we will charge you for the applicable Offering at the time that you access the Offering, during the transaction flow, or at the time indicated in that notice to you. Fee amounts may be displayed in USD, Digital Assets, or other denominations as determined by us. We reserve the right to change, introduce new fees, modify fee structures, or discontinue fee waivers at our sole discretion with reasonable notice where required by applicable law.
You may incur charges or fees from third parties when using the Third Party Services available through the Offerings, including but not limited to: (i) Dapp fees; (ii) DEX protocol fees; (iii) blockchain network fees and gas costs; (iv) miner or validator fees; (v) liquidity provider fees; (vi) bridge or cross-chain transaction fees; and (vii) other access, usage, or subscription fees. Third Party Service fees are not charged by us, are not paid to us, and are beyond our control. We cannot guarantee the accuracy of any third-party fees proposed, quoted, or charged to you by any third-party or technology system that we do not control. You are solely responsible for all third-party fees, even when Subsidies may apply to reduce your net cost.
Fee estimates provided through the Offerings are approximations based on current network conditions and may differ from actual fees charged. Actual fees may vary due to network congestion, market volatility, gas price fluctuations, or other factors. You acknowledge that blockchain transaction fees can be highly variable and may increase significantly during periods of network congestion.
Unless required by applicable law or expressly stated otherwise, all fees paid are final and non-refundable, including fees for completed transactions, failed transactions due to insufficient gas or network issues, and subscription fees for partially used periods. This no-refund policy applies regardless of Subsidies that may have been applied to reduce your costs.
From time to time, in our sole discretion, we may subsidize all or a portion of blockchain network fees, gas costs, or other costs for transacting with certain Digital Asset ("Subsidies"). The availability, amount, duration, and scope of Subsidies are determined by us and may vary based on factors including: (a) the specific Digital Asset involved; (b) transaction types and amounts; (c) Account status or tier; (d) market conditions; (e) our business objectives; and (f) technical capabilities. We may modify, suspend, or discontinue Transaction Subsidies at any time without prior notice. Subsidies do not create any ongoing obligation or expectation of continued subsidization.
You represent and warrant that you own and control the Digital Assets held in or controlled by your Wallet. As such you acknowledge that:
By using the Wallet and Offerings you are at no time transferring control or title to the Digital Assets in your Wallet to Ulys;
You bear all risk of loss or devaluation of such Digital Assets; and
At any time (subject to outages, downtime, and other applicable policies), you may transfer or withdraw your Digital Assets by sending those Digital Assets to a different blockchain address, or export your private key by following the instructions in the App.
All content (“Content”) in the Site, App, and Offerings, including text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Offerings are the proprietary property of Ulys or its licensors. Ulys or its licensors exclusively own all right, title, and interest in the Offerings and the content, including intellectual property rights. You acknowledge that the Site, Offerings, and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Offerings or the Content.
Our Offerings utilize AI agents and large language models to analyze publicly available information about Digital Assets and their respective blockchain networks/protocols and generate market signals, and insights (the “AI Features”).
AI Features are subject to inherent limitations including: (a) reliance on historical training data that may not reflect current conditions; (b) potential inaccuracy during market volatility, extraordinary events, or unprecedented conditions; (c) possible bias, errors, or misleading outputs; (d) dependency on third-party data sources and services; and (e) inability to predict black swan events or account for all market factors. Market signals may produce false positives or contradictory results and should not be your sole basis for trading decisions. You acknowledge that purchasing and transacting in Digital Assets involves a substantial risk of loss and that you should consult qualified professionals before making financial decisions.
ALL AI-GENERATED CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE INVESTMENT ADVICE, FINANCIAL RECOMMENDATIONS, OR PROFESSIONAL GUIDANCE OF ANY KIND. WE MAKE NO WARRANTIES REGARDING AI FEATURE ACCURACY, RELIABILITY, OR PERFORMANCE. AI FEATURES ARE PROVIDED "AS IS" AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME. YOU ASSUME ALL RISKS FROM USING AI FEATURES AND WE ARE NOT LIABLE FOR ANY LOSSES RESULTING FROM RELIANCE ON AI-GENERATED INFORMATION.
Subject to your compliance with these Terms, Ulys grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to use the App and the Site for the purposes of accessing and using the Wallet and any Offerings in accordance with these Terms.
Furthermore, you agree to not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you. For the purposes of these terms, "Our Marks" means any trademarks, service marks, service or trade names, logos, trade dress and other designations of source, origin, sponsorship, certification or endorsement of Ulys or its affiliates or their respective licensors.
We welcome your feedback, comments, ideas, and suggestions for improvements to the Site and Offerings (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
You agree that you will not use the Site, App, or any of the Offerings in ways that:
Violate any applicable law or regulation or legal duty, or are defamatory, threatening, intimidating, or harassing;
Violate, misappropriate, or infringe the rights of Ulys, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights;
Avoid, disable, interfere with or circumvent any aspect of the Site, Wallet, and Offerings or any of our providers or vendors of Third Party Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Offerings; or
Encourage or enable any other (natural and legal) person to do any of the foregoing.
You agree to comply with all applicable laws including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. You are not permitted to use the Offerings if doing so would violate applicable laws and regulations, including but not limited to those promulgated by the United Nations Security Council, the United States (including those prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury’s Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable national, provincial, federal, state, municipal or local laws and regulations (each as amended from time to time).
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your Account and your use of the Offerings. You are required to provide your mobile phone number to create a Wallet and use the certain Offerings for Account verification purposes. By providing your phone number to Ulys, you agree to receive text messages and push notifications from us concerning, for example, your Account, updates and developments to the Wallet or Offerings, new and existing App features, security alerts, and upcoming promotions or marketing campaigns. Standard text message charges applied by your telephone carrier may apply to text messages we send.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by posting to the Site or in the Offerings, and/or through other electronic communication.
We may terminate your access to and use of the Offerings at our sole discretion at any time and without notice to you. You may cancel your Account at any time by following the account closure instructions in the App. Upon any termination, discontinuation or cancellation of the Offerings or your Account, (i) all rights and/or licenses granted to you under these Terms shall immediately cease and terminate and you shall forthwith cease the use and/or access of the Site or Offerings in any way whatsoever; and (ii) notwithstanding the foregoing, the following provisions will survive: Licenses and Ownership, Termination, Warranty Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and Miscellaneous.
All information provided in connection with your access and use of the Site, Wallet, and Offerings should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site, Wallet, or in the Offerings, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Offerings or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE OFFERINGS, AI FEATURES, AND CONTENT IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SITE AND OFFERINGS, AND ANY EXPERIMENTAL OR BETA FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ULYS SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. ULYS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE OFFERINGS OR ANY OF THE MATERIALS CONTAINED THEREIN WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SERVICE INTERRUPTIONS MAY CAUSE YOU TO BE SIGNED OUT OF YOUR ACCOUNT AND REQUIRE YOU TO RE-ENTER YOUR ACCOUNT CREDENTIALS, OR OTHERWISE RESTORE ACCESS WITH YOUR USER KEY OR BACKUP KEY TO REGAIN ACCESS.
YOU ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING YOUR USER KEY AND BACKUP KEY FOR THE PRODUCT. ULYS DOES NOT STORE A BACKUP OF, AND WILL NOT BE ABLE TO RECOVER, YOUR USER KEY, BACKUP KEY, SERVER KEY, OR OTHERWISE PROVIDE ACCESS TO YOUR ULYS WALLET. YOU SHOULD ALWAYS BACKUP YOUR USER KEY VIA SECONDARY MEANS. IF YOU LOSE YOUR USER KEY AND BACKUP KEY, THEN YOU WILL LOSE ACCESS TO ALL ASSETS YOU HAVE STORED IN OR CONTROLLED BY YOUR WALLET. DO NOT LOSE YOUR USER KEY AND BACKUP KEY.
OUR OFFERINGS RELY ON EMERGING DISTRIBUTED LEDGER TECHNOLOGIES, SUCH AS ETHEREUM, OPTIMISM, BASE, AND DAPPS, DEXS, AND AI AGENTS, WHICH ULYS DOES NOT OPERATE, OWN, OR CONTROL. YOU EXPRESSLY ACKNOWLEDGE THAT WE DO NOT STORE, SEND, OR RECEIVE DIGITAL ASSETS ON YOUR BEHALF AND YOU AGREE THAT THE MESSAGES AND TRANSACTIONS YOU CONFIGURE THROUGH THE WALLET AND OFFERINGS ARE FINAL AND IRREVERSIBLE ULYS SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE OR TRANSACTION TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ETH, OP, BASE, OR ANY OTHER DIGITAL ASSET ON BASE OR ANY OTHER BLOCKCHAIN NETWORK, AND ULYS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.
You agree that you will indemnify and hold harmless Ulys and its affiliates, and each of their respective past, present, and future officers, directors, employees, advisors, consultants, and agents (“Indemnified Parties”) from and against any any actual or alleged third party claims, disputes, demands, liabilities, obligations, penalties, taxes, fees, interests, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) arising out of or in any way connected with (i) your access to or use of the Site or Offerings, (ii) Third Party Services, or (iii) your violation of these Terms. You agree to promptly notify us of any third party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties shall have the right to control the defense or settlement of any third party Claims as they relate to us, if it so chooses.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ULYS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE OR ACCESS THE OFFERINGS, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM OR RELATED TO THE COMPROMISE OR LOSS OF YOUR ACCOUNT CREDENTIALS OR FUNDS, OR LOSS OF OR INABILITY TO RESTORE ACCESS TO YOUR WALLET, OR THE DIGITAL ASSETS CONTROLLED BY AND STORED IN YOUR WALLET, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO ANY DIGITAL ASSET NETWORK, OR THE FAILURE OF ANY MESSAGE TO SEND OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ANY DIGITAL ASSET. ULYS AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE OFFERINGS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ULYS OR ITS AFFILIATES HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
ULYS MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON OR PROVIDED BY THEM, DIGITAL ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR DIGITAL ASSETS TRADED THROUGH, BY OR, INFORMED BY SUCH THIRD PARTY SERVICES. ULYS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO OFFERINGS, AI FEATURES, CONTENT AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH THE SITE, CONTENT, AI FEATURES, OR OFFERINGS, INCLUDING ANY DAPPS OR DEXS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL ULYS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
If you have a dispute with us or if we have a dispute with you, the dispute shall be resolved through binding arbitration or in small claims court pursuant to the Ulys Arbitration Agreement in Appendix 1 below, which is incorporated herein.
As an illustration only, the following is a summary of some of the terms of the Ulys Arbitration Agreement:
Disputes will be resolved individually (in other words, you are waiving your right to proceed against Ulys in any form of collective proceeding including mass, group, collective or class action(s) that may be otherwise available under applicable law). However, if you or we bring a coordinated group of arbitration demands with other claimants, you and we agree that the American Arbitration Association (AAA) must batch your or our arbitration demand with up to 24 other claimants to increase the efficiency and resolution of such claims.
In the event that a dispute is filed with a court that does not fall into one of the above four categories, either you or Ulys may move to compel the court to order arbitration. If the court issues an order compelling arbitration, the prevailing party on the motion to compel may recover its reasonable attorneys’ fees and costs.
These Terms constitute the entire and exclusive understanding and agreement between Ulys and you regarding the Site, Account, and the Offerings, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Ulys and you regarding the Site, Account, Wallet, App, and the Offerings. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the Ulys Arbitration Agreement or by a court of competent jurisdiction), then that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.
These Terms and any action related thereto will be governed by the laws of the state of Delaware in the United States, without regard to Delaware’s conflict of laws provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision, or a waiver of the right to enforce any right or provision in the future. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ulys. 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.
These Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English (U.S) version, the English (U.S.) version controls. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.
If you have any questions, please contact us at support@ulysapp.com.
Please read this section carefully because it requires you to arbitrate disputes with Ulys and limits the manner in which you can seek relief from us. No class, representative, mass, group or collective actions or arbitrations are allowed under these Terms. In addition, arbitration precludes you from suing in court or having a trial by jury.
Any capitalized term used herein without definition shall have the meaning assigned thereto in the Ulys Terms of Service.
Subject to the terms of this Ulys Arbitration Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Arbitration Agreement”), you and Ulys agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Site, the Offerings, or the Terms and prior versions of the Terms, including claims and defenses related to disputes that arose between us before the effective date of the Terms, including any and all claims for relief and theories of liability between you and Ulys, whether based in contract, tort, fraud, negligence, regulation, or ordinance; claims for relief under any state or federal statutes, including, but not limited to, the federal and any state analogs of the Telephone Consumer Protection Act, the Fair Credit reporting Act, Fair and Accurate Credit Transactions Act, and other statutes, including state and federal statutes relating to the collection of personal and/or biometric data; claims for common law fraud, misrepresentation, or any other legal or equitable theory arising out of your relationship with Ulys, and/or any interactions between you and Ulys (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Ulys may assert claims or seek relief on an individual basis in small claims court located in the county of your residence, as determined by the records maintained by Ulys for your account if such claims qualify and remain in small claims court; and (2) you or Ulys may seek equitable and/or injunctive relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms. If there is a final judicial determination that applicable law precludes enforcement of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
YOU AND ULYS HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHTS OF ANY KIND, INCLUDING CONSTITUTIONAL AND OR STATUTORY RIGHTS, TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ulys are instead knowingly and voluntarily electing that all Disputes shall be resolved by binding arbitration under this Arbitration Agreement, except as specified in the section entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is very limited.
YOU AND ULYS AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 8 OF THIS ARBITRATION AGREEMENT, ANY DISPUTE IS PERSONAL TO YOU AND EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, MASS, GROUP, OR OTHER COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, MASS OR GROUP ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Subject to this Arbitration Agreement, the arbitrator 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 the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 8 entitled “Mass Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief, you and Ulys agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes that are not severed shall be litigated in small claims court or arbitrated. This section does not prevent you or Ulys from participating in a class-wide settlement of claims.
For any Dispute that you have against Ulys, you may either proceed directly to arbitration, or you may first contact Ulys to attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Ulys by email at support@ulysapp.com. If you elect to pursue pre-arbitration resolution through the Notice option, the Notice must (a) include your name, residential address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Ulys shall also have the option, but not the requirement, to pursue informal pre-arbitration resolution with you through the Notice process set forth herein. Our notice to you, as and if applicable, will be similar in form to that described above. If you and Ulys cannot reach an agreement to resolve the claim through the Notice process, or if you or Ulys decide to immediately proceed to arbitration without pursuing pre-arbitration resolution through the Notice process, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with this provision, or, under the limited circumstances set forth above, in court.
You and Ulys agree that the Terms affect interstate commerce, and that transactions undertaken via the Offerings evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings to the maximum extent permitted by applicable law.
The arbitration will be administered by AAA, in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. Ulys does not control the AAA web site linked herein, and makes no warranty of any kind as to the accuracy of the AAA rules found at this website and as to the continuing availability of this website. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). If you initiate the arbitration, you must provide Ulys a copy of your Request by email at support@ulysapp.com or through Ulys’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the username and wallet addresses (if any) associated with the applicable Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; (4) if you are the party making the Request, a statement certifying completion of the Formal Complaint Process as described in the Terms or your basis for not completing the Formal Complaint Process; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Ulys otherwise agree, or the Mass Arbitration process discussed in section 8 is triggered, the arbitration will be conducted in the state of Delaware or may be conducted telephonically or via video conference, if you agree. Subject to the AAA Rules, all disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator, unless they qualify for different treatment pursuant to Section 8 below. For Disputes alleging damages less than $30,000, the dispute will be decided on the basis of the parties’ written submissions and no final hearing or in person proceedings will be required absent the consent of both parties.
Otherwise, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
With respect to the disputes alleging damages of $30,000 or more, AAA shall designate an arbitrator who maintains his or her primary residence in the State of Delaware.
If the AAA is not available to arbitrate, the parties will jointly select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules or rules of the alternative arbitral forum selected, if applicable.
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Mass Arbitration process under section 8 is triggered, the AAA will appoint the arbitrator for each batch.
The arbitrator shall apply the law of the State of Delaware to all substantive issues in the Dispute; provided, however, that in the event that the law of the State of Delaware shall be deemed unenforceable due to the law of the state in which the customer resides, the arbitrator shall apply the law of the state in which the customer resides. Notwithstanding anything herein to the contrary, the arbitrator shall apply the laws of the State of Delaware and the FAA to interpret and enforce these Terms to arbitrate disputes and each of its provisions, including with regard to any issues over acceptance of these Terms to arbitrate disputes. Judgment on the award rendered may be entered by any court of competent jurisdiction.
The parties agree that the arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Terms, Arbitration Agreement, including the existence, enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the section entitled “Mass Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by and be bound to the “Limitation of Liability” section of the Terms.
This delegation provision shall be deemed a contract entered into under the laws of the State of Delaware and will be governed by the laws of the State of Delaware together with the Federal Arbitration Act.
The parties agree that the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Ulys need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
You and Ulys agree that the state or federal courts of the State of Delaware and the United States sitting in New Castle County, Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
To increase the efficiency of administration and resolution of arbitrations, you and Ulys agree that in the event that there are twenty-five (25) or more individual Requests of a substantially similar nature filed against Ulys by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall at Uly’s election: (1) administer the arbitration demands in batches of 25 Requests per batch (plus, to the extent there are less than 25 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Mass Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Mass Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Mass Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Ulys.
You and Ulys agree to cooperate in good faith with the AAA to implement the Mass Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Mass Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
If we make any updates to the Arbitration Agreement, we will make the updated terms available to you by publishing them on the Site. Your continued use of the Site and/or Offerings, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.
If any provision of this Arbitration Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Arbitration Agreement shall not be affected.
The arbitrator, Ulys, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared, exchanged and presented for purposes of the arbitration or related to the Dispute(s). You and Ulys agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
The parties agree that violation of this Confidentiality clause will create irreparable harm sufficient to give rise to an equitable remedy, including injunctive relief.
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining Disputes on an individual basis pursuant to this Arbitration Agreement; and (c) to the extent that any Disputes must therefore proceed on a class, collective, consolidated, or representative basis, such Disputes must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Arbitration Agreement is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Arbitration Agreement will be enforceable.