TERMS OF SERVICE
Last revised: April 2026
TERMS OF SERVICE
UR protocol Information Site — ur.xyz
Hosted by UR Foundation Last Revised: April 2026
IMPORTANT DISCLOSURES — READ BEFORE USING THIS SITE
THIS SITE IS HOSTED BY UR FOUNDATION FOR OPERATIONAL AND INFORMATIONAL MINISTERIAL REASONS ONLY. UR FOUNDATION DOES NOT OPERATE, CONTROL, OR MANAGE THE UR PROTOCOL OTHER THAN AS SET FORTH HEREIN AND MAKES NO REPRESENTATION THAT IT WILL CONTINUE TO HOST THIS SITE INDEFINITELY. USERS SHOULD NOT RELY ON UR FOUNDATION'S EFFORTS FOR THE SUCCESS OF THE PROTOCOL, THE VALUE OF THE UR TOKEN, OR THE CONTINUED AVAILABILITY OF THIS SITE.
THIS SITE DOES NOT CONSTITUTE AN OFFER TO SELL, A SOLICITATION TO PURCHASE, OR AN INVESTMENT RECOMMENDATION REGARDING ANY SECURITY, DIGITAL ASSET, OR OTHER FINANCIAL INSTRUMENT. THE INFORMATION PROVIDED ON THIS SITE IS FOR INFORMATIONAL PURPOSES ONLY.
UR FOUNDATION IS NOT REGISTERED AS A BROKER-DEALER, INVESTMENT ADVISER, OR MONEY TRANSMITTER AND DOES NOT PROVIDE INVESTMENT, FINANCIAL, LEGAL, OR TAX ADVICE.
These Terms of Service (this “Agreement”) govern your access to and use of the website located at ur.xyz (the “Site”), which is currently hosted and operated by UR Foundation (“Foundation,” “we,” “us,” or “our”), an open source project. The Site is dedicated to providing informational resources about the UR protocol.
By accessing or using the Site, you (“User,” “you”) agree to be bound by this Agreement. If you do not agree to this Agreement, you must not access or use the Site.
This Agreement is distinct from, and does not govern, the Foundation’s commercial services or products, which are governed separately by the Terms and Conditions for Provision of Internet Services available at ur.io.
1. Definitions
As used in this Agreement, the following terms have the meanings set forth below:
“Foundation” means UR Foundation, an open source project, the entity currently hosting this Site.
“Ministerial Role” means the Foundation’s current transitional activities with respect to the Protocol, that are administrative in nature. These include site hosting, technical coordination, and certain transitional upgrade authority.
“Network Operator” means an entity that deploys Protocol smart contracts and makes Protocol services available to end users or Providers, including the Foundation (in its commercial capacity at ur.io) and any other independent operators on the Protocol.
“Protocol” means the UR protocol, an open-source, permissionless, decentralized privacy infrastructure protocol designed to enable whole-internet encryption through multi-hop routing and layered encryption, operating via smart contracts on the Solana blockchain.
“Provider” means any person or entity that contributes bandwidth, compute, egress capacity, or other network resources directly to the Protocol via Smart Contract interaction and receives UR Tokens programmatically as compensation for such contributions. Provider status arises from direct Protocol interaction, not from any agreement with the Foundation.
“Provider Rewards” means UR Tokens distributed programmatically by the Protocol’s Smart Contracts to Providers as compensation for measurable resource contribution. Provider Rewards are set by the Protocol, not by the Foundation or any Network Operator.
“Site” means the website located at ur.xyz and all associated pages, documentation, and content hosted thereon.
“Smart Contract(s)” means self-executing computer code deployed on the Solana blockchain that autonomously governs and enforces the rules, economics, and operations of the Protocol without the need for human intermediation.
“UR Token” or “Token” means the native digital asset of the UR protocol, designed to function as a digital commodity within the Protocol’s functional crypto system for use as a payment and settlement instrument.
“User” means any individual or entity that accesses or uses the Protocol, whether directly or through a Network Operator, to obtain privacy-preserving network services.
2. Nature of This Site
(a) Informational Purpose. The Site is a resource dedicated to providing public information about the UR protocol, including technical documentation, educational materials, and Protocol-related resources. The Site does not constitute a commercial offering by UR Foundation.
(b) Hosted for Ministerial Reasons. The Site is currently hosted by UR Foundation solely for ministerial purposes arising from the pre-launch and early-launch phase of the Protocol, during which it is not yet practicable to establish decentralized or successor-entity hosting. The Foundation's hosting of this Site is a Ministerial Role.
(c) Transition of Hosting. The Foundation intends to transition the hosting and stewardship of this Site to a decentralized arrangement, a community-governed successor, or another appropriate entity as soon as reasonably practicable. The Foundation makes no guarantee as to the timeline or terms of such transition, may cease operating the Site irrespective of such transition, and Users should not rely on the continued availability of this Site or the Foundation’s continued hosting thereof.
(d) No Contractual Relationship with Protocol. This Agreement does not create any contractual or fiduciary relationship between the User and the Protocol or between the User and any Network Operator other than the Foundation in its role as host of this Site. Any interaction with the Protocol — including use of Protocol services or participation as a Provider — is governed by the Protocol's Smart Contract terms and, if applicable, third-party terms (such as a Network Operator’s own terms).
(e) Separation from the Foundation’s Commercial Services. This Site and these Terms are separate from and do not govern the Foundation’s commercial services as a Network Operator which are governed exclusively by the Terms and Conditions at ur.io.
3. Current Status of Protocol Stewardship
(a) The Foundation as Original Deployer. UR Foundation originally developed and deployed the UR protocol and currently holds limited transitional upgrade authority over certain Protocol Smart Contracts. This upgrade authority exists as a practical matter during the Protocol’s development and launch phase and is intended to facilitate necessary security updates, bug fixes, and technical improvements during this transitional period.
(b) Ministerial Nature of Current Authority. The Foundation’s current upgrade authority is administrative and ministerial in nature. The Foundation’s activities in its stewardship capacity, including site hosting, technical coordination, community education, and transitional upgrade authority, do not constitute the essential managerial efforts of a promoter or sponsor upon which Protocol users or Token holders should rely for profits within the meaning of the *Howey* test.
(c) Decentralization. The Protocol is designed to function autonomously via Smart Contracts without reliance on the Foundation's ongoing managerial or entrepreneurial efforts. The Protocol is fully operational without any intervention, control, or authority of the Foundation. The Foundation retains limited transitional upgrade authority which it intends to relinquish as soon as reasonably practicable. Upon such relinquishment, the Protocol will continue to operate as a fully decentralized system with no single person, entity, or group exercising operational, economic, or voting control.
(d) No Guarantee of Continued Involvement. Users are cautioned not to interpret the Foundation's current transitional role as a representation or guarantee that the Foundation will continue to maintain, upgrade, support, or fund the Protocol or this Site. The Foundation's continued involvement is not a condition for the Protocol’s operation.
(e) No Reliance on the Foundation’s Efforts. The Foundation will intentionally not engage in any managerial efforts with respect to the Protocol or Tokens, and should not be relied on by any Protocol User for any purpose (whether or not related to the Token or otherwise). Users should not rely on the Foundation’s efforts of any kind, let alone any assumed managerial or entrepreneurial efforts (including its current upgrade authority or site hosting) for any expectation of profit from or in connection with the UR Token or the Protocol. Protocol operations and economics are determined programmatically by Smart Contracts and are outside the control of the Foundation.
(f) Multiple Network Operators. The Protocol supports and is designed to accommodate multiple independent Network Operators. The Foundation is one such Network Operator and does not have exclusive rights to, control over, or responsibility for the Protocol by virtue of any of its roles. Provider and Network Operator roles are described in greater detail in Section 4 of this Agreement. Neither role is established through this Site; both arise from direct interaction with the Protocol.
4. Providers and Network Operators
This Section describes the roles of Providers and Network Operators within the UR protocol as a matter of information only. This Section does not create a contractual relationship between any User and the Foundation in any User’s capacity as a Provider or Network Operator; such roles are established solely by direct interaction with the Protocol’s Smart Contracts and, where applicable, independent agreements with Network Operators.
(a) Permissionless Participation. The Protocol is permissionless and open to any person or entity with the necessary technical capability. Any participant may: (i) use the Protocol as a User; (ii) supply bandwidth, compute, or other network resources as a Provider; or (iii) deploy Protocol Smart Contracts and make Protocol services available to others as a Network Operator. No permission, authorization, consent, or contractual relationship with the Foundation is required to assume any such role. Participation is governed exclusively by the Protocol’s open-source code and Smart Contracts.
(b) Providers.
(i) Nature of Role. A Provider is any person or entity that contributes bandwidth, compute resources, egress sites, or other network capacity to the Protocol in exchange for compensation denominated in UR Tokens.
(ii) Programmatic Compensation. Provider compensation is determined entirely by the Protocol’s Smart Contracts based on each Provider’s own measurable performance, uptime, throughput, and resource contribution. The Foundation does not independently set, control, adjust, or administer the reward algorithm applicable to Providers. The Foundation has no discretion over the amount, timing, or receipt of Provider compensation.
(iii) Compensation Reflects Own Effort. UR Tokens received by a Provider are compensation for that Provider’s own labor, equipment, and network resources. Provider compensation is not passive investment income and does not reflect any ongoing managerial or entrepreneurial efforts by the Foundation or any other person. Differences in Provider outcomes reflect differences in each Provider’s own service provision.
(iv) Provider Risk. Operating as a Provider involves material risks, including: legal and regulatory risks associated with providing network transit services (which may vary by jurisdiction); liability risk arising from third-party use of a Provider’s egress node; technical risks (hardware failure, bandwidth costs, uptime); smart contract risk; fluctuation in the value of UR Tokens received; potential tax liability; and more. Providers assume all such risks.
(v) Independent Deployment. Providers may participate using software or hardware they themselves develop or procure. Providers are not required to use software or hardware sold by the Foundation to participate in the Protocol. Any use of the Foundation software or hardware is governed separately by the terms at ur.io and is not a condition of Provider participation in the Protocol.
(vi) Tax and Regulatory Responsibility. Providers are solely responsible for determining the tax and regulatory consequences of Provider activity in their jurisdiction, including any obligations relating to income recognition, money transmission, telecommunications licensing, or data protection. The Foundation makes no representation as to such consequences and provides no tax, legal, or regulatory advice to Providers.
(vii) No Agency or Affiliation. Providers are independent participants in the Protocol. Providers are not employees, agents, partners, joint venturers, or affiliates of the Foundation. No Provider is authorized to make representations on behalf of the Foundation, the Protocol, or the UR Token.
(c) Network Operators.
(i) Nature of Role. A Network Operator is any person or entity that deploys Protocol Smart Contracts at scale and makes Protocol services available to end users, whether by reselling bandwidth, offering VPN or other privacy services, building developer tools, or otherwise. Network Operators are sophisticated participants capable of coordinating and deploying significant volumes of Smart Contracts on the Protocol.
(ii) Permissionless Operator Participation. Any qualifying person or entity may operate as a Network Operator. No permission, license, or agreement with the Foundation is required. The Foundation does not grant, approve, or recognize Network Operator status, and does not maintain any exclusive list of “approved” Network Operators.
(iii) Multiple Independent Operators. The Protocol is designed to accommodate multiple independent Network Operators. The Foundation is one Network Operator among others, including community-driven and independent operators that participate in, and are expected to continue joining, the Protocol.
(iv) Network Operator Obligations. Each Network Operator is solely responsible for: (A) compliance with applicable laws in each jurisdiction in which it operates, including telecommunications, privacy, consumer protection, money transmission, securities, sanctions, and tax laws; (B) obtaining all necessary licenses, registrations, and authorizations; (C) establishing its own terms of service, privacy policies, and legal relationships with its end users; (D) acquiring UR Tokens (through permissible means in its jurisdiction) as may be needed to facilitate Smart Contract deployment within the Protocol; and (E) the performance, security, and lawful operation of its own services. The Foundation has no supervisory, contractual, or fiduciary relationship with other Network Operators and exercises no control over their operations.
(v) No Token Market Influence. To the extent a Network Operator (including the Foundation in its capacity as such) acquires or uses UR Tokens to facilitate Smart Contract deployment, such activity reflects the operational requirements of the Network Operator’s own services. Such activity is not, and shall not be construed as, a mechanism intended to support, influence, or maintain the market price of the UR Token.
(d) No Reliance on the Foundation. Neither Users, Providers nor Network Operators or any other entity should rely on the Foundation’s efforts for the success of their participation in the Protocol, the value of any UR Tokens they receive or hold, or the continued operation of the Protocol. All Protocol operations and economics are determined programmatically by Smart Contracts and are outside the Foundation’s control other than as set forth herein with regard to upgrade authority.
(e) No Direct Legal Relationship Through This Site. This Site is informational only. Visiting, reading, or using this Site does not make any User a Provider, Network Operator, Protocol participant, or counterparty to the Foundation, the Protocol, or any other Network Operator other than as set forth herein. Such roles are assumed solely through direct, voluntary interaction with the Protocol’s Smart Contracts and, where applicable, through independent agreements with Network Operators or software/hardware vendors.
(f) Information Subject to Change. Information on this Site regarding Providers and Network Operators describes the Protocol’s current design and is subject to change through the Protocol’s permissionless governance and open-source development. The Foundation is not obligated to update this Site to reflect such changes and makes no representation as to the future design of Provider or Network Operator roles.
5. UR Token — Non-Investment Disclosure
(a) Digital Commodity. The UR Token is designed to function as a digital asset within a functional crypto system. The Token serves as: (i) a payment and settlement instrument within the Protocol; (ii) a unit of account for Smart Contract-based bandwidth transactions between Users and Providers; and (iii) compensation to Providers for their own bandwidth and resource contributions. The Token is not designed to represent or provide any right to profits, income, dividends, or returns from the Foundation’s or any other party's management of a business enterprise.
(b) Not an Investment Contract or Security. The UR Token is not offered or sold by the Foundation as part of an investment contract, as a security, or as a financial instrument subject to registration under the U.S. Securities Act of 1933 or the U.S. Securities Exchange Act of 1934. The Foundation makes no representations or promises constituting essential managerial efforts upon which any purchaser, recipient, or holder of the Token should reasonably expect profits within the meaning of the *Howey* test and related guidance or law.
(c) Consumptive Use Instrument. The UR Token is intended solely for consumptive use in connection with the Protocol: as a mechanism for accessing Protocol services, compensating Providers for services rendered, and facilitating economic activity within the Protocol’s decentralized architecture. Token rewards received by Providers are compensation for those Providers’ own labor and resources and are not passive investment income.
(d) Value Not Derived from the Foundation’s Efforts. The value of the UR Token, to the extent any exists, is derived from the programmatic operation of the Protocol as a functional crypto system and from supply and demand dynamics — not from the Foundation’s managerial or entrepreneurial efforts as developer, Network Operator, or in any other capacity. No party should acquire, hold, or treat the Token with an expectation of profit derived from the Foundation’s efforts. The Foundation does not intend to engage in any such efforts, including activities or efforts to support or influence the price of the Token; although it may engage in transactions related to the Token with respect to its limited role as a Network Operator, User, or Provider.
(e) No Price Representations. The Foundation makes no representations or warranties regarding the UR Token’s price, market capitalization, trading volume, exchange listings, future appreciation, liquidity, or future market availability. Any secondary market activity in the UR Token is subject to forces entirely outside the Foundation’s control and is not supported, endorsed, or guaranteed by the Foundation.
(f) This Site Is Not a Solicitation. Nothing on this Site constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation to acquire the UR Token or any other digital asset or security. Any information provided on this Site regarding the Token is for informational and educational purposes only.
(g) Regulatory Status Varies by Jurisdiction. The regulatory status of the UR Token may vary across jurisdictions. Users are solely responsible for determining the regulatory status of the Token in their jurisdiction and for complying with all applicable laws in connection with any acquisition, holding, use, or transfer of the Token. Nothing on this Site constitutes legal, financial, tax, or investment advice.
(h) Token Distribution. Information regarding the Token’s distribution, genesis allocation, and circulating supply may be available in the Protocol documentation accessible on this Site, and is provided solely for transparency and informational purposes and is not intended to be investment-related information or advice.
6. Secondary Market Links — Non-Solicitation and Broker-Dealer Disclosure
(a) Informational Links Only. To the extent this Site provides links to secondary market venues where UR Tokens may be traded , such links are provided for informational convenience only. The inclusion of any such link does not constitute an endorsement of the linked venue, a recommendation to transact, or a representation by the Foundation regarding the suitability, safety, or legality of transacting on such a venue.
(b) No Broker-Dealer Registration. UR Foundation is not registered as a broker-dealer with the U.S. Securities and Exchange Commission (“SEC”) and does not solicit, recommend, facilitate, or route transactions in UR Tokens or any other digital asset. Nothing on this Site constitutes broker-dealer activity within the meaning of Section 15 of the Securities Exchange Act of 1934.
(c) No Custody. The Foundation does not take custody of User assets and does not exercise any discretion over the routing or execution of User transactions, which are entirely programmatic.
(d) Self-Custodial Transactions. Users who transact in UR Tokens through secondary market venues and/or the Protocol do so through their own self-custodial wallets and bear all associated risks, including smart contract risk, slippage, liquidity risk, counterparty risk, and regulatory risk.
(e) Objective Parameters. Any default transaction parameters presented on or through this Site in connection with secondary market links are based on objective market data and are fully customizable by Users. The Foundation does not set, influence, or benefit from any particular transaction routing.
(f) Conditional Linking. The Foundation reserves the right to remove, modify, or add links to secondary market venues at any time, including in response to changes in applicable law, regulatory guidance, or the Foundation's own assessment of legal risk. The availability of any secondary market link on this Site is expressly conditioned on the Foundation's ongoing determination that such link is permissible under applicable law and regulatory guidance.
7. Separation of Roles
(a) No Confusion of Roles. Users should not interpret statements on this Site regarding the Protocol as representations by the Foundation in its capacity as a commercial Network Operator, and vice versa. The Foundation's commercial interests as a Network Operator are separate from and do not determine the Protocol’s design, economics, or governance. The Protocol operates fully independently of the Foundation’s efforts with respect to either of these roles.
(b) Multiple Operators. The Protocol supports multiple independent Network Operators, and the Foundation does not have exclusive commercial rights to the Protocol. Community-driven and independent Network Operators currently participate and will continue to join the Protocol. The existence of multiple Network Operators reflects the Protocol's permissionless and decentralized design.
(c) Statements on This Site. Statements on this Site regarding the Protocol, including technical documentation, educational materials, and governance information, reflect the Foundation’s current understanding of the Protocol and are provided in the Foundation's Ministerial Role as informational host. Such statements should not be interpreted as representations by the Foundation regarding the Protocol's future performance, governance decisions made by third parties, or the value of the UR Token. As discussed herein, the Foundation intends to wind-down its operations with respect to the Site and role with respect to the Protocol and as a result, this Site may no longer be current or accurate with respect to the Protocol’s operations which are open-source and outside of the control of the Foundation.
8. Cross-Site and Third-Party Statements Disclaimer
(a) Related Sites. Statements, documentation, and other materials and any related sites or social media accounts maintained by or on behalf of the Foundation are provided for informational and technical reference purposes only. Such materials do not constitute representations or promises by UR Foundation regarding the future value, performance, or investment characteristics of the Protocol or the UR Token, and no reliance should be placed thereon for investment or financial purposes.
(b) Third-Party Content. This Site may link to or reference third-party websites, publications, or resources. The Foundation does not endorse, control, or take responsibility for any third-party content, and the inclusion of any link does not imply the Foundation's endorsement.
(c) Open-Source Contributions. The Protocol's codebase is open-source and may be modified, forked, or deployed by third parties. The Foundation is not responsible for, and makes no representations regarding, any third-party modifications, forks, or deployments of Protocol code.
(d) Third-Party Blockchain Disclaimer. The Protocol operates on the Solana blockchain and relies on third-party infrastructure that the Foundation does not control, including the Solana network itself, validators, RPC providers, and related tooling. The Foundation is not responsible for any failure, congestion, fork, downtime, security incident, or change in the Solana network or other third-party infrastructure, or for any loss or harm arising therefrom.
9. Informational Nature of Content; No Warranties
(a) For Information Only. All content on this Site, including technical documentation, protocol descriptions, economic model explanations, and educational materials, is provided for informational purposes only. The Foundation makes no warranty, representation, or guarantee as to the accuracy, completeness, timeliness, reliability, or fitness for any particular purpose of any information on this Site.
(b) Protocol May Change. The Protocol is a self-operating, changing, open-source system. Protocol parameters, economics, governance mechanisms, and technical features may be modified. Information on this Site may not reflect the most current state of the Protocol. The Foundation is not obligated to update Site content to reflect Protocol changes.
(c) No Professional Advice. Nothing on this Site constitutes legal, financial, investment, tax, accounting, technical, or any other professional advice. Users should consult qualified professionals before making any decisions related to the Protocol, the UR Token, or any related technology.
(d) No Warranty of Availability. The Foundation does not warrant that this Site will be available at all times, uninterrupted, error-free, or free of malicious code. The Foundation reserves the right to suspend, modify, or discontinue the Site at any time without notice.
(e) Forward-Looking Statements. Information on this Site may include forward-looking statements regarding the Protocol’s development, the Foundation’s plans, potential future features, governance transitions, or ecosystem participation. Forward-looking statements are based on current expectations and assumptions and are subject to significant risks and uncertainties, including technical, regulatory, market, and governance risks. Actual outcomes may differ materially from forward-looking statements. The Foundation undertakes no obligation to update any forward-looking statement. Users should not place undue reliance on any forward-looking statement, and no forward-looking statement constitutes a representation or promise by the Foundation for purposes of the Howey-test analysis or any investment contract analysis.
10. OFAC and Sanctions Compliance
(a) Representations. By accessing this Site, User represents and warrants that:
(i) User is not a Specially Designated National or Blocked Person under any sanctions program administered by the U.S. Office of Foreign Assets Control (“OFAC”) or any equivalent authority in User’s jurisdiction;
(ii) User is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. government sanctions (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, subject to revision by applicable authorities);
(iii) User is located in a jurisdiction where use of the Protocol and UR Token is in compliance with applicable law;
(iv) User is not using this Site to facilitate access to the Protocol or the UR Token for or on behalf of any sanctioned person or entity or otherwise in a manner that fails to comply with applicable law; and
(v) User will immediately cease accessing this Site and the Protocol if User becomes subject to any applicable sanctions or failure to comply with applicable law.
(b) Restriction of Access. The Foundation reserves the right to restrict access to this Site and any secondary market links from specific geographic regions or to specific persons as required by applicable law, including sanctions law, at any time and without prior notice.
11. Acceptable Use
Users may access this Site only for lawful purposes and in accordance with these Terms. Users may not:
(a) use this Site in any manner that violates any applicable federal, state, local, or international law or regulation;
(b) use this Site to transmit or distribute malware, viruses, Trojan horses, or other malicious or harmful code;
(c) use this Site to engage in any activity that infringes upon or violates the intellectual property rights of the Foundation or any third party;
(d) attempt to gain unauthorized access to any portion of this Site, the Foundation's systems, or any third-party systems connected to this Site;
(e) use automated means (bots, scrapers, crawlers) to access, monitor, or copy any portion of this Site without the Foundation's express written consent;
(f) use this Site to engage in any form of fraudulent activity, market manipulation, or conduct intended to artificially influence the price or perception of the UR Token;
(g) use this Site to provide misleading or false information to other users about the Protocol or the UR Token; or
(h) use this Site in any manner that could damage, disable, overburden, or impair the Foundation's infrastructure or interfere with other users' access to the Site.
The Foundation reserves the right to disable access to this Site for any User who violates these Terms, without notice and without liability.
12. Intellectual Property
(a) Site Content. The Foundation retains all right, title, and interest in and to all content on this Site that is proprietary to the Foundation, including text, graphics, logos, trade names, and software not licensed as open-source. No right, title, or interest in such content is transferred to you by your use of the Site.
(b) Protocol Code. The Protocol's codebase is open-source and is made available pursuant to the applicable open-source license(s) governing the Protocol. Nothing in this Agreement limits your rights under any applicable open-source license.
(c) UR Token Marks. The “URnetwork,” “UR,” “UR Foundation,” and associated names, logos, and marks are proprietary to UR Foundation. Use of these marks in any manner not expressly authorized by the Foundation is prohibited.
(d) User License. Subject to these Terms, the Foundation grants you a limited, non-exclusive, non-transferable license to access and use the Site for its intended informational purposes only.
13. Limitation of Liability
(a) DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UR FOUNDATION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND SUCCESSORS (COLLECTIVELY, “FOUNDATION PARTIES”) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR ECONOMIC LOSS, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THIS SITE OR THE PROTOCOL; (II) ANY INFORMATION OR CONTENT OBTAINED FROM THIS SITE OR THE PROTOCOL; (III) THE PROTOCOL'S OPERATION, SECURITY, OR AVAILABILITY; (IV) USE OF OR FLUCTUATION IN THE VALUE OR LIQUIDITY OF THE UR TOKEN; (V) ANY TRANSACTIONS CONDUCTED THROUGH THIRD-PARTY VENUES LINKED FROM THIS SITE OR VIA THE PROTOCOL; OR (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF THE FOUNDATION'S SERVERS OR ANY PERSONAL INFORMATION STORED THEREIN.
(b) AGGREGATE CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOUNDATION'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THIS SITE OR THE PROTOCOL SHALL NOT EXCEED ONE HUNDRED DOLLARS (USD $100).
(c) BASIS OF BARGAIN. THE LIMITATIONS SET FORTH IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK. THE FOUNDATION WOULD NOT PROVIDE ACCESS TO THIS SITE NOR LAUNCH THE PROTOCOL WITHOUT THESE LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, THE FOUNDATION'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
14. Indemnification
You agree to indemnify, defend, and hold harmless Foundation Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of this Site and the Protocol; (b) your violation of any term of this Agreement; (c) your violation of any applicable law or regulation; (d) any false or misleading representation made by you in connection with your use of this Site or the Protocol; or (e) any claim by a third party arising from your access to or use of this Site.
15. Amendments
The Foundation may amend these Terms at any time at its sole discretion. We will make a reasonable effort to provide notice of material changes, which will take effect seven (7) days after notice is provided. All other changes are effective as of the stated “Last Revised” date. Your continued access to or use of the Site following any amendment constitutes acceptance of the amended Terms. If you do not agree to any amendment, you must cease using the Site.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions. Any legal action or proceeding not subject to arbitration under Section 17 shall be brought exclusively in the state or federal courts located in the State of Delaware, and the parties hereby consent to personal jurisdiction and venue in such courts.
17. Dispute Resolution and Arbitration
(a) Agreement to Arbitrate. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. EXCEPT AS SET FORTH BELOW, YOU AND THE FOUNDATION AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THIS SITE, THE PROTOCOL, THE UR TOKEN (TO THE EXTENT ANY DISPUTE INVOLVES THE FOUNDATION AS A PARTY), OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY HEREOF (COLLECTIVELY, “DISPUTES”) SHALL BE RESOLVED SOLELY BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. BY AGREEING TO ARBITRATION, YOU AND THE FOUNDATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION.
(b) Arbitration Rules and Procedure. Any arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and Mediation Procedures (as may be amended) (the “AAA Consumer Rules”), available at www.adr.org. The seat of arbitration shall be Wilmington, Delaware. Hearings shall be conducted virtually by videoconference or telephone as the default format, unless the arbitrator determines that an in-person hearing is warranted. The arbitrator may award any form of individual relief available at law or in equity, consistent with the limitations in these Terms. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
(c) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR TO OTHERWISE PRESIDE OVER ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
(d) Small Claims Carve-Out. Either party may elect to bring an individual Dispute that qualifies for small claims court in a small claims court of competent jurisdiction, provided the Dispute remains in that court and is not removed or appealed to a court of general jurisdiction.
(e) Injunctive Relief. Either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent imminent irreparable harm, without waiving the right to arbitrate the underlying Dispute.
(f) Governing Law for Arbitration. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.
(g) Opt-Out. If you do not wish to be subject to this arbitration agreement, you may opt out by sending written notice to notice@ur.xyz within thirty (30) days of first accessing this Site after the effective date of these Terms. Your opt-out notice must include your name, address, and a clear statement that you do not wish to resolve Disputes through arbitration.
18. Miscellaneous
(a) Severability. If any provision of this Agreement is found illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
(b) Waiver. No failure or delay by the Foundation in exercising any right under this Agreement shall constitute a waiver of that right.
(c) Force Majeure. The Foundation shall not be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, acts of terrorism, government action, power failures, telecommunications failures, cyberattacks, blockchain network failures, or other causes not reasonably within the Foundation's control.
(d) Entire Agreement. This Agreement constitutes the entire agreement between the Foundation and User with respect to User's access to and use of this Site and supersedes all prior and contemporaneous agreements, understandings, and representations with respect to the subject matter hereof.
(e) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Foundation and Users. Nothing in this Agreement shall create or be deemed to create any rights in any third party.
(f) Assignment. The Foundation may assign this Agreement or any of its rights hereunder without restriction. You may not assign this Agreement or any of your rights hereunder without the Foundation's prior written consent.
(g) Notices. The Foundation is an open source project and does not maintain a physical business address. All notices to the Foundation under this Agreement should be sent to:
(h) Contact for Legal Process. All communications relating to legal process should likewise be directed to notice@ur.xyz.
*Licensed under MPLv2. This document is provided for informational purposes and does not constitute legal, financial, or investment advice.*