Terms of Service

Tuyo, Inc. (“Tuyo”, “we”, “us”, or “our”) provides our services (described below) and related content to you through our website(s) located at https://tuyo.com/ (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

1.1 Your Privacy: At Tuyo, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://api.tuyo.com/legal/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

1.2 Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. For example, your use of the Tuyo Card is subject to the Tuyo Cardholder Agreement (United States) or Tuyo Cardholder Agreement (International), as applicable, available at https://about.tuyo.com/. All such terms are hereby incorporated by reference into these Terms of Service.

2.1 Eligibility: To access and use the Service, you must be at least eighteen (18) years old and have the legal capacity to enter into binding contracts. By using the Service, you represent and warrant that you (i) are at least eighteen (18) years of age, (ii) are not a resident of, or located in, any jurisdiction that is subject to U.S. government embargoes or sanctions, including but not limited to jurisdictions designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), (iii) are not listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals List, and (iv) will comply with all applicable laws and regulations in connection with your use of the Service. Tuyo may suspend or terminate your access to the Service at any time if it determines, in its sole discretion, that you do not meet these eligibility requirements.

2.2 Your Registration Obligations: You may be required to register with Tuyo or provide information about yourself (e.g., name and email address) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service’s registration form. Registration data and certain other information about you are governed by our Privacy Policy.

2.3 Member Account, Password, and Security: You are responsible for maintaining the confidentiality of your account details, including the private key for your digital wallet, and are fully responsible for any and all activities that occur under your account. You agree to immediately notify Tuyo of any unauthorized use of your account or any other breach of security. Tuyo and its current and future affiliates (collectively, “Tuyo Affiliates”) will not be liable for any loss or damage arising from your failure to comply with this paragraph.

2.4 Non-Custodial: The Service is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of your digital wallet. You are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.

2.5 No Fiduciary Duties: This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

The Service may allow you to access certain features, functionality or other services that are subject to their own terms and conditions. Accessing these additional services may carry additional risk, and you should only use them if you fully understand the services provided, agree to the risks associated with their use, and accept the legal terms associated with the additional services.

3.1 Tuyo Card: The Mobile Apps may give you access to manage the Tuyo Card, which is issued by a third party card issuer (“Issuer”). Your eligibility for, and use of the Tuyo Card, is subject to the terms and conditions disclosed to you during the card account opening process and such other terms made available to you by us or the Issuer.

3.2 Buy Now, Pay Maybe: Buy Now, Pay Maybe (“BNPM”) is a discretionary processing-discount feature pursuant to which Tuyo may, in its sole and absolute discretion, elect not to debit some or all of the amount that would otherwise be debited from your wallet for a particular Tuyo Card transaction, with the result that you may be debited a reduced amount, which may be as low as $0.00, for that transaction. For any transaction to which BNPM applies, the merchant continues to receive the full transaction amount, and the difference is absorbed by Tuyo and is not funded by you, by any other user, or by any pool of contributions. BNPM is not a sweepstakes, lottery, prize, contest, raffle, game of chance, or rewards program; no consideration is required from you to participate; nothing is entered, awarded, distributed, or paid to you; and any benefit, if any, takes the form solely of Tuyo electing not to debit your wallet at the time of a transaction.

No new or different behavior is required from you to be eligible for BNPM. You use the Tuyo Card in the same manner as you otherwise would, and Tuyo determines whether to apply BNPM to a given transaction at or around the time of that transaction. There is no opt-in, no enrollment, no minimum spend, and no action you can take that will qualify you for, or increase the likelihood of, the application of BNPM to any transaction.

The BNPM benefit, if any, is applied to the amount of the original authorization for the applicable Tuyo Card transaction. If the final settlement amount of that transaction is greater than the original authorization amount, the BNPM benefit will not be increased to cover any portion of the difference, and you remain responsible for, and will be debited in the ordinary course for, any amount in excess of the original authorization.

Tuyo may, in its sole and absolute discretion, exclude or restrict the application of BNPM to particular merchants, merchant categories, merchant category codes (MCCs), transaction types, or other categories of transactions, and may add to, modify, or remove any such exclusions or restrictions at any time, with or without notice.

Tuyo reserves the right to suspend, restrict, or revoke access to BNPM, in whole or in part, for any account that, in Tuyo’s sole and absolute discretion, uses or attempts to use BNPM for exploitative, abusive, fraudulent, or manipulative purposes, or otherwise engages in conduct inconsistent with the intended use of the Tuyo Card, the BNPM feature, or these Terms.

Tuyo makes no promise, representation, warranty, or guarantee that any particular transaction, or any transaction at all, will receive the BNPM benefit. The frequency, eligibility, and conditions under which BNPM may apply are determined by Tuyo in its sole and absolute discretion and may vary from user to user, transaction to transaction, and over time. The application of BNPM to one or more of your prior transactions does not entitle you to, or create any expectation, custom, or course of dealing with respect to, the application of BNPM to any future transaction. Tuyo may modify, suspend, restrict, or discontinue BNPM, in whole or in part, at any time, with or without notice, in accordance with Section 3.14 (Modifications to Service).

You acknowledge that you should not enter into, alter, defer, or refrain from any purchase or other transaction in reliance on the application of BNPM. Tuyo and Tuyo Affiliates are not responsible or liable for any loss, expense, or other consequence arising from your reliance on the past, expected, or hypothetical application of BNPM to any transaction.

Any benefit conferred under BNPM constitutes a discount on the price you pay for goods or services, and not a payment, prize, award, or transfer of value from Tuyo to you. You are solely responsible for determining the tax treatment, if any, of any BNPM benefit and for satisfying any related reporting obligations under applicable law. Tuyo does not provide tax advice. See also Section 3.11 (Compliance and Tax Obligations).

Buy Now, Pay Maybe is a discretionary feature operated solely by Tuyo Inc. The BNPM program is not available in any jurisdictions where such program is prohibited by law, including any applicable US states and territories. This feature is not provided by, sponsored by, or affiliated with the card issuer or the card network. The card issuer has no involvement in and bears no responsibility for the Buy Now, Pay Maybe program. Any benefit applied under BNPM reflects a discretionary funding decision made exclusively by Tuyo Inc.

3.3 Self-Custodial Wallet: When you sign up for the Mobile App, you will be asked to create a non-custodial wallet to hold your digital assets (the “Wallet”). At all times you will retain control and ownership over your tokens to the Wallet. You understand Tuyo does not retain any copy of your private key or maintain custody of the digital assets associated with your Wallet. You will bear all risk of loss of such digital assets. Tuyo will have no liability to you for the loss or change in value of the digital assets in the Wallet. In the event that your access to the Mobile App is suspended you can utilize tokens by exporting your wallet or withdrawing funds via the block explorer on the applicable blockchain.

3.4 Digital Asset Transfer: Through the Mobile Apps, you will be able to transfer digital assets from the Wallet to third parties or request third parties to transfer digital assets to the Wallet. All transfer transactions are executed and confirmed on public blockchains, and are irreversible. Tuyo does not control any blockchain network and does not guarantee a transfer transaction will be confirmed by a network, and will have no liability to you if a transaction is not processed correctly by the network. You and your counterparties are solely responsible for executing the transactions properly. When you send digital assets from your Wallet to an external wallet, such transfers are executed at your instruction. You should verify all transaction information prior to submitting instructions. Tuyo will have no liability to you in the event you enter an incorrect blockchain address or make a transfer to an incompatible wallet. We reserve the right to restrict your ability to submit transactions through the Service if required by law or if it is reasonably necessary to protect the security of our system or to prevent fraudulent activities. You are solely responsible for any network fees to process your transfer requests.

3.5 Purchase and Sale of Digital Assets with Fiat Currency: Through third-party licensed financial services providers (“Financial Services Providers”), you can purchase or sell digital assets with or for fiat currency. You must be onboarded successfully by the relevant Financial Services Provider to use such fiat-digital asset exchange services, and your transactions and activities will be subject to the terms and conditions of such Financial Services Provider.

3.6 Virtual Account For Receiving Fiat Currencies: Through our Financial Services Providers, including Bridge.xyz, you will receive one or more virtual account numbers for receiving supported fiat currencies via supported transfer methods (such as wire, ACH, SEPA, or SPEI, depending on the currency). Fiat currencies received in a virtual account will be automatically converted by the Financial Services Provider and sent to your Wallet: U.S. dollars and Mexican pesos are converted to USDC, and euros are converted to EURC. The virtual account is not a checking or savings account or prepaid account, cannot be used for holding cash, and is not eligible for FDIC insurance. You can check the current supported fiat currencies in the Mobile App.

3.7 Decentralized Protocols: The Service and Mobile App may provide access to or link to third-party decentralized protocols (“Third Party Protocols”). The Service may enable you to access content and information made available by such Third Party Protocols with the Service and Mobile App. When interacting with any Third Party Protocols, you understand that you are not transferring any assets to us, we are not a party to the transactions you conduct in connection with such Third Party Protocols, and we do not act in any intermediary, fiduciary, or advisory capacity to any party to such transactions. We provide you access to these Third Party Protocols only as a convenience, and you understand and agree that we do not have control over, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from the Third Party Protocols. You should consult your financial and legal advisors before entering into transactions through or with any Third Party Protocols, and you are solely responsible for the risks and losses as a result of your use of such Third Party Protocols.

3.8 Tuyo Earn: The Service may provide access to Tuyo Earn, which allows you to allocate digital assets from your Wallet to non-custodial vault strategies that interact with third-party decentralized finance protocols (“DeFi Protocols”). When you use Tuyo Earn, you are interacting directly on supported public blockchains through your self-custodial Wallet; neither Tuyo nor any Tuyo Affiliate takes possession or control of your digital assets.

3.9 Risk; No Liability: Returns (if any) in Tuyo Earn are generated by the underlying DeFi Protocols, which we do not own, control, or operate. DeFi Protocols involve significant risks, including smart-contract vulnerabilities, market and liquidity risks, liquidation events, oracle or governance failures, chain reorganizations, and other operational risks that may result in partial or total loss of assets. You acknowledge and agree that you bear all risk of loss arising from your use of Tuyo Earn and the DeFi Protocols, and that Tuyo and Tuyo Affiliates are not responsible or liable for any losses, failures, or unavailability of any DeFi Protocol or strategy, and do not guarantee redemption, principal protection, or performance. (See Decentralized Protocols above for additional terms.)

3.10 APY and Performance Disclosures: Any rates, yields, “APY,” or similar performance information displayed for Tuyo Earn are provided for informational purposes only, reflect historical or estimated returns, are variable, and are not guaranteed. Actual results may differ materially and may be lower, zero, or negative. Tuyo makes no promise or guarantee of future returns, distributions, airdrops, or other benefits.

3.11 Compliance and Tax Obligations: Your use of the Service may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

3.12 Fees: Certain actions within the Service may include fees charged by Tuyo; any such fees will be clearly disclosed to you in the Mobile Apps (or otherwise within the Service) at or before the time of the relevant action, and you will have an opportunity to review and accept them prior to proceeding. In addition, transaction-based fees charged by blockchain networks and/or implemented by the Issuer or Financial Services Providers may apply; these downstream fees are your responsibility and may be passed through to you and reflected in the amount shown to you, deducted from a transaction amount, or charged separately by the applicable third party. We reserve the right to introduce, modify, or adjust fees for your use of the Service at any time. If such fees are imposed or changed, we will notify you before the fees become effective, and unless prohibited by applicable law, your continued use of the Service after such notice constitutes your consent to these fees.

3.13 User Security: We provide you with certain tools and features that are designed to assist you in managing your digital assets in a secure manner. For example, for iOS users, Tuyo leverages iCloud for automatic backup of your wallet, including your private keys and recovery phrases. This feature ensures that you can easily recover your wallet in case of device loss or replacement, without the need to manually save and store your recovery phrase. It is crucial, however, to ensure that your iCloud account remains secure and accessible only to you. Because we may depend on backup functionality made available by your device and platform, it is your responsibility to ensure that the associated backup account is configured properly and Tuyo will not be responsible for any losses or inability to access your private key, recovery phrases, or digital assets due to any misconfiguration or any other actions taken by your or the related third party platform (e.g. iOS, Android, etc.).

3.14 Modifications to Service: Tuyo reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Tuyo and Tuyo Affiliates will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service. Without limiting the foregoing, Tuyo may, at any time and without prior notice, change, suspend, restrict, or terminate the application or availability of Buy Now, Pay Maybe (Section 3.2) on a feature-wide, user-specific, or transaction-specific basis, in each case in its sole and absolute discretion.

3.15 General Practices Regarding Use and Storage: You acknowledge that Tuyo may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Tuyo’s or its third-party service providers’ servers on your behalf. You agree that Tuyo has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Tuyo reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Tuyo reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

4.1 Assumption of Risks: Using a self-custodial digital wallet like Tuyo involves inherent risks. Before using Tuyo, it’s important that you fully understand these risks and how they might affect your digital assets. The following are some of the key risks associated with using Tuyo:

4.2 User Conduct: You agree to not use the Service to:

If you are blocked by Tuyo from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Tuyo reserves the right to investigate and take appropriate legal action against anyone who, in Tuyo’s sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities.

4.3 Personal Use: The Service is for your personal use. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, grant access to, transfer, or otherwise use or exploit any portion of the Service for any commercial purposes.

4.4 Electronic Communication and Signatures: Using the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

5.1 Mobile Services: The Service includes certain services that are available via a mobile device, including (a) the ability to upload content to the Service via a mobile device, (b) the ability to browse the Service and the Site from a mobile device, and (c) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

5.2 Mobile App License: Subject to these Terms of Service, Tuyo hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Service. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.

5.3 Ownership; Restrictions: The technology and software underlying the Service or distributed in connection therewith are the property of Tuyo, Tuyo Affiliates, and their licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Tuyo.

5.4 Special Notice for International Use; Export Controls: Tuyo is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the Laws of your specific jurisdiction. Software available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export Laws. Downloading, accessing, or using the Software or Services is at your sole risk.

5.5 Third-Party Distribution Channels: Tuyo offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Service, you agree to comply with all applicable terms of any agreement for such third-party products and services.

5.6 Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

5.7 Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Tuyo only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Tuyo, and not Google, is solely responsible for Tuyo’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Tuyo’s Google-Sourced Software.

The Tuyo Points Rewards Program (“Program”) issues and tracks Tuyo Points (“TUYOs”) within the Services. TUYOs are intended solely for internal tracking, testing, and community engagement purposes, including measuring user activity, contributions, and other interactions related to the Tuyo platform. TUYOs have no monetary significance, do not represent any form of currency, digital asset, or tangible property, and cannot be sold, traded, transferred, or exchanged for any currency, tokens, or financial benefit.

The specific functionality and utility of TUYOs within the Services or the Program may be modified, expanded, or limited at any time and may or may not be indicative of future functionality or utility of the Services. Participation in the Tuyo Points Rewards Program does not entitle users to any future rewards, tokens, or incentives beyond what is explicitly stated by Tuyo. Any references to potential future uses, including airdrops, rewards, or similar benefits, are purely illustrative and subject to change at Tuyo’s sole discretion.

Users should be cautious of scams or third parties falsely claiming to offer Tuyo Points or to be affiliated with the Tuyo Points Rewards Program. Official information about Tuyo Points and the Program is available only through Tuyo’s official channels, including the official Tuyo website and verified social media accounts. By participating in the Tuyo Points Rewards Program, you acknowledge and agree that Tuyo is not responsible for any unauthorized use, fraud, or misrepresentation related to Tuyo Points or the Program.

Tuyo may, at any time and in its sole discretion, modify, suspend, or terminate the Tuyo Points Rewards Program. Should the Program be discontinued or terminated, any TUYOs you have accumulated may be removed and/or erased. Your access to the Services and your TUYOs may also be terminated, and any accrued TUYOs removed and/or erased, upon our determination, in our sole discretion, that you are attempting to transfer or sell TUYOs or are using TUYOs in a manner inconsistent with these Terms.

7.1 Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and Laws. Except as expressly authorized by Tuyo, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own content or materials that you upload to or make available through the Service (“User Content”) in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

7.2 Trademarks: The Tuyo name and logos are trademarks and service marks of Tuyo (collectively the “Tuyo Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Tuyo. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Tuyo Trademarks displayed on the Service without our prior written permission in each instance. All goodwill generated from the use of Tuyo Trademarks will inure to our exclusive benefit.

7.3 Third-Party Material: Under no circumstances will Tuyo or any Tuyo Affiliate be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Tuyo does not pre-screen content, but that Tuyo and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Tuyo and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Tuyo, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

7.4 User Content: You represent and warrant that you own all right, title, and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Tuyo and Tuyo Affiliates, and their successors and assigns, a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content, in any form, medium or technology now known or later developed, (a) in connection with the operation of the Service; (b) to provide, develop and improve the Service and other offerings of Tuyo and/or Tuyo Affiliates; (c) for the promotion, advertising or marketing of the foregoing; and (d) as otherwise set forth in our Privacy Policy. You also agree that Tuyo may remove metadata associated with your User Content and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your User Content. You assume all risk associated with your User Content and the transmission of your User Content and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content.

You acknowledge and agree that Tuyo may preserve User Content and may also disclose User Content if required to do so by Law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable Law, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Tuyo, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

7.5 Usage Data: You hereby authorize Tuyo and Tuyo Affiliates and their third-party service providers to collect and analyze User Content and other data and information relating to the Service and related systems and technologies and derive statistical and usage data relating thereto (collectively, “Usage Data”). Tuyo and Tuyo Affiliates may use Usage Data for any purpose in accordance with applicable Law and our Privacy Policy.

7.6 Submissions: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Tuyo or any Tuyo Affiliate are non-confidential and Tuyo and Tuyo Affiliates will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage, and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Tuyo has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Tuyo or any Tuyo Affiliate, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Tuyo enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Tuyo and Tuyo Affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

To the extent permitted under applicable Law, you agree to defend, indemnify, and hold harmless Tuyo and Tuyo Affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Tuyo Parties”), from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Tuyo will provide notice to you of any such claim, suit, or proceeding. Tuyo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Tuyo’s defense of such matter. You may not settle or compromise any claim against the Tuyo Parties without Tuyo’s written consent.

BY ACCESSING AND USING THE SERVICE, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS.

IN PARTICULAR, YOU UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO RISK FACTORS INCLUDING, BUT NOT LIMITED TO, ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE THOSE OR OTHER TOKENS. SO-CALLED STABLECOINS MAY NOT BE AS STABLE AS THEY PURPORT TO BE, MAY NOT BE FULLY OR ADEQUATELY COLLATERALIZED, AND MAY BE SUBJECT TO PANICS AND RUNS.

FURTHER, YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK OF SELECTING TO TRADE IN EXPERT MODES, WHICH CAN EXPOSE YOU TO POTENTIALLY SIGNIFICANT PRICE SLIPPAGE AND HIGHER COSTS.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE TUYO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE TUYO PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE TUYO PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE TUYO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE TUYO PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TUYO FOR ACCESS TO THE SERVICE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION,” “DISCLAIMER OF WARRANTIES,” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Tuyo, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Tuyo are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Tuyo is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at support@tuyo.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Tuyo should be sent to legal@tuyo.com (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Tuyo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Tuyo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Tuyo or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Tuyo is entitled.

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Tuyo and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Tuyo agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Tuyo or you under the AAA Rules, Tuyo and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Tuyo will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Tuyo will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Notwithstanding any provision in these Terms of Service to the contrary, Tuyo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Tuyo written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

You agree that Tuyo, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Tuyo believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Tuyo may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Tuyo may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Tuyo and Tuyo Affiliates will not be liable to you or any third party for any termination of your access to the Service.

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Tuyo and Tuyo Affiliates will have no liability or responsibility with respect thereto. Tuyo reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Tuyo governing your access and use of the Service, and supersede any prior agreements between you and Tuyo with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The failure of Tuyo to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any Law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Tuyo, but Tuyo may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Tuyo will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Tuyo’s reasonable control.

As a user of the Service from California, these Terms of Service will instead be governed by laws of the State of California. In addition, under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at dca@dca.ca.gov; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at Tuyo, Inc., via email at support@tuyo.com, via telephone at 302-219-4850 or via post mail at 1317 Edgewater Dr #1739, Orlando, Florida 32804, United States.

The Service is made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Service (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Service (including the Software).

Please contact us at legal@tuyo.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.