Last Updated: March 29, 2022

These Terms of Service (“Terms”) apply to your access to and use of the Services (as defined in Section 1 below) provided by Emoji ID, LLC DBA Yat Labs, a Delaware limited liability company (Emoji ID, LLC, together with its affiliates and subsidiaries “” or “we”). By clicking “I Accept” or by accessing or using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 17 and the provisions relating to future modification, termination and migration of our Services in Section 19. If you do not agree to these Terms, do not use our Services.

If you have any questions about these Terms or our Services, please contact us at support@y.at. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.

You and Company agree as follows:

1. Overview and Scope

Company has developed a registry of unique emojis or combinations of emojis (the “YAT Registry”) (patent pending) that is accessible through the Company’s website (the “Platform”). People who use the Services may license a unique emoji or combination of emojis (each a “YAT”) from the Company and associate it on the Platform with a third-party website URL, social media handle, cryptocurrency payment address, email address, location data, text data, or other online data selected by the user (the “Associated Data”) in accordance with these Terms. “Emoji” means an emoji, emoticon, smiley, icon, messaging sticker, ideogram, ideograph, pictogram, pictograph, picture, image, encoded character, non-alphanumeric character, or other typographic approximation, whether in unicode format or other form.

These Terms govern the services (the “Services”) that Company makes available to Platform users, including use or access to the YAT Registry, Platform and Discord server, the ability to license and associate a YAT with Associated Data, resolve queries of a YAT on the YAT Registry to the Associated Data, and obtain related services through the Platform. All references to Services in these Terms include YATs unless otherwise specified.

2. Eligibility

  1. You must be at least 16 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (i) all references to “you” throughout these Terms will include that person or entity; (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and (iii) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
  2. You may not access or use our Services if:

3. User Accounts and Account Security

  1. You need to register for an account to access some or all of our Services, including to purchase a YAT license and associate your YAT with Associated Data. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You are responsible for the activities that occur in connection with your account and must maintain the security of your account. You are prohibited from sharing your password or other log-in credentials with any other person. Promptly notify us if you discover or suspect that someone has accessed your account without your permission.
  2. We can terminate or suspend your account at any time at our discretion. We are not responsible for any loss or harm related to your inability to access or use the Services. You may not bring a claim against us for suspending or terminating another person’s account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorneys’ fees and costs.
  3. You agree that your account is not transferable and that in the event of your death, incapacity or unavailability, we may terminate any rights to your account and YATs.

4. Purchasing a YAT License

This Section 4 only applies if you purchase a YAT license as part of our Services.

  1. To purchase a YAT license, you need to place an order for your desired YAT license through your account. You agree to pay all fees due for a YAT license at the time you order the YAT license, according to Company’s current YAT license fee schedule.
  2. You may purchase a YAT license by entering any the following “Payment Methods” in your account: (i) a valid credit card; or (ii) digital assets. If for any reason Company is not able to take the payment from the Payment Method in your account when you purchase a YAT license, your YAT license will expire. If you have more than one Payment Method in your account, your last-entered Payment Method will be designated as your default Payment Method unless you select otherwise in your account. It is your responsibility to keep your Payment Method information current, which includes the expiration date if you are using a credit card.
  3. Company may modify its YAT license fee schedule at any time, and modifications will be posted on the Platform and effective immediately with respect to future YAT license purchases without further notice. All YAT license purchases will be subject to these Terms, including the limited license set forth in Section 7, and will be non-refundable unless otherwise agreed.
  4. Company may collect a fee and/or commission (each, a “Transaction Fee”) on the total value of any Yat transaction you undertake with your YAT.  The applicable Transaction Fee will be determined by Company from time to time in its sole discretion and, if applicable, will be communicated to YAT owners at least 30 days prior to going into effect.
  5. Yat Rhythm Scores. Yat Rhythm Scores are developed by Yat Labs. Rhythm Scores provided by Yat Labs in the Services are based on and powered by Yat Labs’ proprietary scoring system. Each Yat’s Rhythm Score shall be fixed at the time of its initial purchase and cannot be modified for any reason. Yat Labs makes no representations or warranties that the Yat scoring system is accurate or error-free or that a Yat’s Rhythm Score is indicative of the Yat’s actual value. You acknowledge and agree that Yats similar to a Yat you have purchased may have higher or lower Rhythm Scores than your purchased Yat. Yat Labs may, at any time and in its sole discretion, modify the scoring system used to generate Yat Rhythm Scores. You acknowledge and agree that the underlying factors used by the scoring system, including, without limitation, the popularity of one or more of its emojis, may change from time to time. You acknowledge and agree that changes to the scoring system and/or the underlying factors used by it to generate Yat Rhythm Scores may cause Yats similar to a Yat you have purchased to have higher or lower Rhythm Scores than your purchased Yat. You acknowledge and agree that you may not appeal or seek to modify any Yat Rhythm Score at any time for any reason.
  6. Yat Prism Cases.  From time to time, Yat Labs may offer licenses consisting of randomized collections of multiple Yats (“Yat Prism Cases”) for sale through the Services.  Yat Prism Cases are sold subject to the terms of sale specified at the time of sale, including, without limitation, the price and contents of and odds of receiving various types of Yats in the Yat Prism Case.  All Sales Final - There are strictly no returns, refunds, replacements nor exchanges for Yat Prism Cases.  All Yat Prism Case sales are final.
  7. Other Digital Assets.  From time to time, Yat Labs may offer licenses consisting of other digital assets (“Artifacts”) that Yat Labs may issue to users of the Services.  Artifacts are offered and sold subject to the terms of sale (if any) specified at the time of sale.
  8. Except as required by law, all Yat license purchases are final and non-refundable.  No refunds, returns or exchanges will be permitted for any reason.  ALL SALES ARE FINAL.

5. Associated Data

  1. Our Services allow you and other users to associate a YAT with Associated Data through your account. Except for the license you grant below, you retain all rights in and to the Associated Data that you associate with your YAT, as between you and Company.
  2. You grant Company and its subsidiaries and affiliates a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Associated Data and any name, username or likeness provided in connection with your Associated Data in all media formats and channels now known or later developed without compensation to you. When you associate or otherwise share your Associated Data on or through our Services, you understand that your Associated Data may be visible to others.
  3. You may not associate or otherwise share any Associated Data that violates these Terms, that is confidential, or for which you do not have all the rights necessary to disclose and to grant us the license described above. In addition to the requirements in Section 6(b) below, you represent and warrant that your Associated Data, and our use of such Associated Data as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor Associated Data, we may delete or remove your Associated Data at any time and for any reason with or without notice.

6. Prohibited Conduct and Associated Data

  1. You are solely responsible for your conduct while using or accessing our Services. While using or accessing our Services, you will not:
  1. You may not associate any Associated Data with your YAT that:
  1. Enforcement of this Section 6 is solely at Company's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.In addition, this Section 6 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

7. Ownership; Limited Licenses

  1. The Services (which includes and any constituent part thereof including any YATs, text, graphics, images, photographs, videos, illustrations and other content contained therein), are owned by Company or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors.
  2. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, non-transferable, revocable license to access and use our Services (other than YATs) for your own personal, noncommercial use.
  3. If you purchase a license to a YAT in accordance with Section 4, and subject to your compliance with these Terms, you are hereby granted a limited, exclusive, non-sublicensable, non-transferable, revocable license to access, copy, display, distribute and use the Services solely for the purpose of allowing third-parties to perform lookups of Associated Data associated to such YAT via the Company’s application programming interface.
  4. Without limiting the foregoing provisions in this Section 7, you will not, directly or indirectly: (i) modify or create derivative works of the Services in whole or in part; (ii) rent, lease, lend, sell, advertise, assign, encumber, or otherwise commercially use the Services; (iii) remove any proprietary notices from the Services; or (iv) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of the Company or any other person, or that violates any applicable law.
  5. Any use of the Services other than as specifically authorized herein, without our prior written permission, is (i) strictly prohibited; (ii) will immediately terminate the license for Services (other than YATs) in Section 7(b) or the license for YATs in Section 7(c), as applicable; and (iii) violate our intellectual property rights. If your YAT license is terminated, you will immediately lose access to your YAT.

8. Trademarks

Emoji ID, LLC DBA Yat Labs, the Yat mark and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Company and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

9. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Company or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Company’s sole discretion. You understand that Company may treat Feedback as nonconfidential.

10. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Company’s designated agent as follows:

Designated Agent: Copyright Agent

Address: 6339 Charlotte Pike #1077

Nashville TN 37209

Telephone Number: 615-240-5095

E-Mail Address: support@y.at

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Company for certain costs and damages.

11. Third-Party Content

We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Company does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.

12. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company, and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, actions, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your Associated Data or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to promptly notify Company Parties of any third-party Claims, cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Company Parties will have control of the defense or settlement, at Company's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.

13. Disclaimers

Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Company does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Company attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of malware, viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 13 may not apply to you.

14. Limitation of Liability

  1. To the fullest extent permitted by applicable law, Company and the other Company Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Company or the other Company Parties have been advised of the possibility of such damages.
  2. The total liability of Company and the other Company Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid to the Company by you to use our Services.
  3. The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Company or the other Company Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

15. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to (a) disputes between you and other users of the Services; (b) disputes between you and third parties that view, access, use, host or otherwise interact with your YAT or Associated Data; and (c) the acts or omissions of third parties. You waive any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

16. Transfer and Processing Data

In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.

17. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

  1. No Representative Actions. You and Company agree that any dispute arising out of or related to these Terms or our Services is personal to you and Company and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
  2. Arbitration of Disputes. Except for (i) small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address or (ii) disputes in which you or Company seeks injunctive or other equitable relief (x) to enforce this dispute resolution clause or (y) for the alleged infringement or misappropriation of intellectual property, including copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Company you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at support@y.at or by certified mail addressed to 6339 Charlotte Pike #1077, Nashville TN 37209. The Notice must (I) include your name, residence address, email address, and telephone number; (II) describe the nature and basis of the Dispute; and (III) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Company cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All Disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in Nashville, Tennessee unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 17, a “consumer” means a person using the Services for personal, family or household purposes.You and Company agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
  3. You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
  4. The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute.The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
  5. You and Company agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts of the State of Tennessee and the United States sitting in Nashville, Tennessee have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
  6. Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Company will not have the right to assert the claim.
  7. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 17 by sending a written notice to the Company by email at support@y.at or by certified mail addressed to 6339 Charlotte Pike #1077, Nashville TN 37209. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.
  8. If any portion of this Section 17 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 17 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 17; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 17 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 17 will be enforceable.

18. Governing Law and Venue

Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of Tennessee, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of Tennessee or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Tennessee and the United States, respectively, sitting in Nashville, Tennessee.

19. Modifying and Terminating our Services; Service Migration

  1. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. If we discontinue providing all or portions of the Services, we will, where reasonably possible, give you advance notice.
  2. We reserve the right to migrate all or any part of the Services from a centralized directory maintained by Company or an affiliate to a decentralized directory maintained on a distributed ledger of which Company has no ownership or control (“Distributed Ledger”).  You acknowledge and agree that, notwithstanding anything in these Terms to the contrary, in the event we do migrate all or any part of the Services to a Distributed Ledger,  (i) your YAT(s) may be migrated to the Distributed Ledger in the form of a non-fungible token, (ii) if you elect to purchase or  trade YATs from or with other users, any financial transactions that you engage in may be conducted solely through the Distributed Ledger, (iii) we will have no access to or control over these payments or transactions, nor will we have the ability to reverse any transactions, (iv) the Distributed Ledger may require the payment of a transaction fee (a “Transaction Fee”) for every transaction that occurs thereon (including, without limitation, each time you access, use, manage and/or modify your YAT or the Associated Data) and you may need to pay a Transaction Fee for each transaction that occurs via the Distributed Ledger, (v) in addition to the Transaction Fee, each time you utilize the Distributed Ledger to conduct a Yat transaction with another user via the Distributed Ledger, Company may collect a Transaction Fee on the total value of that transaction and the applicable Transaction Fee may be transferred directly to Company through the Distributed Ledger as part of the payment, (vi) Company will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Distributed Ledger and (vii) Company will have no further obligations to you under these Terms whatsoever and you shall look solely to the Distributed Ledger (and, in any event, not Company) for the receipt and enjoyment of all of your rights under these Terms (including, without limitation, the rights and license granted to you pursuant to Section 7 hereof).

20. Additional Terms and Amendments

  1. We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
  2. We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
  3. The current version of the license terms for Yats and Artifacts may be found at https://legal.y.at/license and are hereby incorporated by reference. You acknowledge and agree that you have read and understand the License Terms and agree to be bound by its terms.

21. Severability

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

22. Miscellaneous

The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties, whether express or implied. The section titles in these Terms are for convenience only and have no legal or contractual effect.Use of the word “including” will be interpreted to mean “including without limitation.” You may not assign your rights and obligations under these Terms without our express written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Your access to or use of the Services does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.