By becoming a yPros member, you acknowledge that you have read, understood, and agree to be bound by these Service Terms (the “Service Terms”) and any amendments thereto, as well as the terms and conditions, privacy policy, and code of conduct of yWhales LLC (the “Company” or “yWhales”), the parent company of yPros.

Joining yPros provides access to a trusted network of professionals who share your passion for emerging technologies. As a yPros Member, you’ll have unparalleled access to a trusted network of like-minded professionals, fostering networking opportunities, collaboration, and valuable insights.

MEMBERSHIP BENEFITS

Experience the Potential Benefits of yPros Membership:

1.1 Trusted Network: Connect with industry professionals, thought leaders, and innovators in the field of emerging tech. Build meaningful relationships and expand your professional circle, fostering collaborations and opening doors to exciting opportunities.

1.2 Valuable Insights: Stay ahead of the curve with access to cutting-edge insights, emerging trends, and best practices. Engage in thought-provoking conversations and share expertise within our dynamic community.

1.3 Collaborative Opportunities: Find potential collaborators, partners, and mentors within the yPros network. Discover synergies, explore joint ventures, and unlock new avenues for growth.

1.4 Exclusive Access: Gain entry to private and confidential virtual community-wide events, thoughtfully designed exclusively for yPros members. Participate in interactive sessions, workshops, and discussions with industry experts.

Please note that specific benefits may vary and are subject to the current offerings and initiatives available to yPros members.

MEMBERSHIP PRICING

2.1 yPros Membership is available at a monthly subscription fee of $49.99 or an annual subscription fee of $499.

2.2 Membership Cap: The total number of yPros members is subject to a cap set by the Membership Committee to ensure a high-quality and exclusive community experience. The cap will be periodically reviewed and adjusted as deemed appropriate by the Membership Committee.

APPLICATION PROCESS

3.1 To apply for yPros membership, visit our website at www.ywhales.com/join and complete the yPros application.

REFUND POLICY

4.1 Membership fees are generally non-refundable; however, specific circumstances may warrant a refund. To be eligible for a refund, the member must submit a request through the Community Support form in accordance with the Membership Cancellation Policy.

MEMBERSHIP UPDATES

5.1 Conveniently provide us with all necessary information and details related to your membership updates using our user-friendly web form. Our dedicated Support team is available to assist you at every step of the process, addressing any inquiries or concerns you may have along the way.

CONFIDENTIALITY & NON-DISCLOSURE

6.1 During your participation in yPros, you may have access to confidential information shared by other Members, including details about their businesses, companies, personal matters, contact details, financial statements, strategies, strengths, and weaknesses. It is crucial to recognize that the disclosure of such information outside of yPros could cause severe and irreparable harm to both business and personal interests. By agreeing to these terms, you commit to maintaining and holding the utmost confidentiality of any information obtained through your involvement in yPros.

6.2 As a member of yPros, you agree to maintain strict confidentiality of any sensitive information shared within the community and not disclose it to any third parties without prior written consent. Furthermore, you agree not to exploit any confidential information learned during your participation in yPros for personal or business gain that would directly harm the Member(s) who shared the information. This includes refraining from engaging in activities that could be detrimental to their personal or business affairs. Respecting the confidentiality of information shared within the yPros community fosters trust, collaboration, and a secure environment for all Members. By abiding by these provisions, you contribute to the integrity and success of the yPros network.

6.3 The term “Confidential Information” does not include: (i) information that is or becomes publicly available through means other than a violation of these Service Terms, (ii) information that the Member possessed prior to receiving it from another Member or the Company, as evidenced by written records, (iii) information that becomes accessible to the Member on a non-confidential basis without breaching any confidentiality obligations towards another Member or the Company, and (iv) information that the Member independently develops without utilizing or referencing the information provided by another Member or the Company, as evidenced by written records.

6.4 The Member may disclose any Confidential Information if such disclosure is required by law, government regulation, or a valid court order. In the event that disclosure is necessary, the Member shall provide advance written notice to the other affected Member(s) and the Company, enabling them the opportunity to seek a protective order or undertake any other appropriate action given the circumstances.

6.5 Information shared within yPros is the responsibility of the Members: All information shared within yPros among its members, including but not limited to the discussion of board postings, messages, meetings, presentations, speeches, documents, offerings, opportunities, and any other form of communication (referred to as “Information”), is solely the responsibility of the Member providing such Information. yWhales assumes no oversight or review obligations regarding the quality or accuracy of the Information shared within yPros or during any associated events or activities. Members acknowledge that yWhales is not liable for the Information presented within yPros or at related events or activities, and each Member assumes full responsibility for their own contributions and interactions within yPros.

NO AGENCY REPRESENTATIONS ON BEHALF OF YPROS

7.1 You acknowledge and understand that as a member of yPros, you (i) are not an authorized representative of yPros, (ii) do not have the authority to act as an agent of yPros, and (iii) may not bind yPros to any contractual or other obligations. It is strictly prohibited to make any public statements on behalf of yPros without the express written permission of yPros.

PRIVACY

8.1 Each party will comply with applicable laws, self-regulatory rules, industry rules, and governmental requirements (collectively, “Applicable Law”) relating to its performance of these Service Terms, including privacy and security laws. Both parties will prominently display a comprehensive and accurate privacy policy on their respective websites and mobile applications, ensuring compliance with privacy regulations and data protection standards.

MEMBER VIOLATIONS

9.1 Any member found to have breached the confidentiality, privacy policy, and/or code of conduct may be subject to removal by the Membership Committee. The Code of Conduct encompasses a comprehensive set of guidelines and rules outlining expected behavior and conduct standards for all members. This includes professional conduct, respectful communication, non-discrimination, harassment prevention, ethical business practices, and compliance with applicable laws and regulations.

9.2 In the event of a breach, the Membership Committee will conduct an investigation. Disciplinary actions will be determined based on the severity and circumstances of the breach, ranging from a warning or suspension to permanent membership termination.

9.3 All members are responsible for familiarizing themselves with the confidentiality obligations, privacy policy, and code of conduct. Adherence to these guidelines is crucial to maintaining the integrity of yPros and fostering a climate of trust.

DISCLAIMER OF WARRANTEES

10.1 To the extent allowed under law, in addition to disclaiming all implied warranties and other warranties, yWhales LLC and its affiliates (as defined in these Service Terms) disclaim all warranties regarding yPros Membership Services, including but not limited to any warranty: (a) about the accuracy of any information or materials provided as part of yPros Membership Services; (b) concerning information on which yPros Membership Services are based (e.g., member profile information); (c) concerning the results of your membership and use of yPros Membership Services; or (d) that yPros Membership Services will be uninterrupted or error-free.

INDEMNITY

11.1 Notwithstanding any review or approval of any content or materials by yWhales LLC, you agree to indemnify yWhales LLC, its affiliates, directors, officers, employees, and agents (as defined in these Service Terms) and hold them harmless from any damages, losses, and costs (including, but not limited to, reasonable attorneys’ fees) related to third-party claims or proceedings arising out of or related to your use of yPros Membership Services, your interactions with other members, and breach of these Service Terms.

LIMITATION OF LIABILITY

12.1 FOR ANY CAUSE RELATED TO OR ARISING OUT OF THESE SERVICE TERMS, WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR: (A) DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES, LOST REVENUES OR PROFITS, LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM FAILURE, MALFUNCTION, OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY, OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, BREACHES BY AN AUTHORIZED PARTNER, OR BREACHES IN SYSTEM SECURITY; OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR (C) ANY AMOUNTS THAT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THESE SERVICE TERMS FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT THAT GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THESE SERVICE TERMS ARE REASONABLE AND THEY WOULD NOT HAVE ENTERED INTO THESE SERVICE TERMS WITHOUT SUCH LIMITATIONS.

MISCELLANEOUS

13.1 The provisions of these Service Terms relating to feature-specific terms, termination, interpretation, notice, and assignability apply to yPros Membership Services. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty, or understanding (whether in writing or not) of any person (whether a party to these Service Terms or not) relating to the subject matter of these Service Terms, other than as stated in these Service Terms. These Service Terms do not create a partnership, agency relationship, employer relationship, or joint venture between the parties.

13.2 Survival. The following provisions of these Service Terms shall remain in effect even after its termination: Sections 6 through 13.

13.3 Any and all disputes, controversies, or claims arising out of or relating to the yPros Membership, Member engagement, these Service Terms, or any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by binding arbitration. Arbitration shall be administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the American Arbitration Association’s Commercial Arbitration Rules and Mediation Procedures and shall be held in Delaware before a single arbitrator, in accordance with the JAMS rules, regulations, and requirements. Any arbitral award determination shall be final and binding upon the Parties. Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. The language of the arbitration will be in English.

13.4 Arbitration shall proceed only on an individual basis. The Parties waive all rights to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective claims against each other in court, arbitration, or any other proceeding. Each party shall submit only their own individual claims against the other and will not seek to represent the interests of any other person, entity, or class. The arbitrator shall have no jurisdiction or authority to compel any class or collective claim or to consolidate different arbitration proceedings with or join any other party to an arbitration between the Parties. The arbitrator, not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of any dispute between the Parties, except for any dispute relating to the enforceability or scope of the class and collective action waiver, which shall be determined by a court of competent jurisdiction.

13.5 Notwithstanding anything in this agreement to the contrary, nothing herein shall prevent either Party from seeking a temporary restraining order, preliminary injunction, permanent injunction, or other equitable relief for any breach or threatened breach of this Agreement or for any other matter for which such equitable relief would be available without regard to this Section 13.5. Neither Party shall be precluded from filing a cross-claim, counterclaim, third party claim, or similar claim against the other Party hereto in any lawsuit or other proceeding. The Parties agree that any request to a court for injunctive or other equitable relief is not a waiver of either Party’s obligation to arbitrate disputes under this Agreement but is simply an attempt to preserve the status quo pending a final award by the arbitrator.

13.6 A request for arbitration must be submitted in writing by the Member to Jay Steinback at yWhales, LLC, 12395 Olive Boulevard, Suite 200, St. Louis, Missouri, or by the Company to the Member within the applicable limitations period under state or federal law for the claim or claims asserted.

13.7 Jury Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

13.8 Severability. If any section of these Service Terms is adjudicated to be invalid, unenforceable, contrary to, or prohibited under applicable laws or regulations of any jurisdiction, such section shall be severed, and the remaining provisions shall continue in full force and effect.

13.9 Assignment. Due to the specialized nature of yPros Membership Services, you may not assign this Agreement. However, the Company reserves the right to assign all rights and obligations under this Agreement to a subsidiary, affiliate, or successor in connection with the transfer of all or a significant portion of its business and assets, without requiring the consent of the member. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, assigns, and successors.

13.10 Governing Law. These Service Terms shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision.

 or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

AMENDMENTS

14.1 These Service Terms are subject to change at the discretion of yWhales. Members will be notified of any updates or modifications to the terms.

CONTACT INFORMATION

15.1 For any questions, concerns, or assistance regarding your yPros membership, please contact our Community Support Team at community@ywhales.com.

We appreciate your commitment to the yPros community and look forward to your active participation in driving Web3 adoption and innovation forward.

Thank you for being a valued member of yPros.