ElizaOS – Platform Terms
& Conditions
General Notice
Please read these terms and conditions carefully before accessing, using or interacting with any part of the elizaos.ai website and/or any platforms or services offered, provided or made available by, affiliated with, or accessed via, ElizaOS, Eliza Framework and/or Eliza DAO, including any digital currency, assets or tokens associated or affiliated with us (together, “the platform”, and the services offered therein relating to or forming any part of the platform, “our services”).
The platform is operated by the Eliza
Group (together and on a several basis, “we”, “us” or “our”).
By interacting with any part of the platform, using or accessing any of our services or any digital currency, assets of tokens affiliated with ElizaOS, you agree to be legally bound by these terms and conditions. If you do not agree, you should immediately discontinue your use of the platform and related digital assets.
We may amend or modify the platform and these terms and conditions at our sole discretion and at any time. We will make available any material updates to the terms and conditions on this platform.
You may only access and use the platform if you are at least 18 years old and have the legal capacity to enter into a binding contract. By using the platform and/or any services made available on the platform, you warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract and further warrant that your access to and use of the platform and our services is lawful in your country of residence in the way you access and use them.
ElizaOS operates autonomously, without direct human oversight. The AI investment tools forming part of the platform are designed to assist users in making investment decisions by providing automated insights and recommendations. However, they are provided “as is” and “as available”. We make no assurance, warranty, representation or guarantee as to their accuracy, suitability, completeness, reliability, or appropriateness for any specific investment purposes.
Responses, posts, advice, recommendations, actions and other outputs generated by our platform may be unpredictable, inaccurate, incomplete, ill-conceived or outdated. No assurance, warranty, representation or guarantee is given or made that any content or information provided or generated by the Eliza Group or the platform, including statements about any of the services, is correct, current, or reliable.
You agree that you must not and you will not rely on our content, actions, information, recommendations, omissions, materials, publications, decisions, or statements, and should seek qualified professional advice where necessary.
Under no circumstances shall we be held liable for any direct, indirect, incidental, consequential, or punitive damages resulting from the use of or reliance on any AI investment tools or any recommendations generated by the AI-powered investment agent.
Information published is not advice
The information provided on the platform is for informational purposes and does not constitute investment advice, financial legal, regulatory, accounting, tax or similar advice, and you should not, and you agree that you will not, treat any of the platform’s content as such. Blockchain, crypto, tokens, digital assets and related transactions involve a high degree of risk and there is always the possibility of loss, including the full loss of digital currency, tokens and assets. We are not responsible for any costs, losses, damages, expenses or taxes you may incur as a result of or in connection with using any part of the platform or investing, depositing, trading, buying or selling digital currencies, funds, tokens or other assets on or relating to us or the platform.
Before making any financial, investment, legal, or other decisions, consult with qualified professionals. Our developers, affiliates, related entities and associated parties shall not be liable for decisions made in reliance on any information, content, materials or actions published or provided on or relating to any part of the platform or our services.
No Affiliation with a16z
No Affiliation with a16z. The information presented on the platform is for informational purposes only. We are in no way affiliated with, endorsed by, or officially connected to a16z, its creators, developers, or any of its subsidiaries, partners, or associated entities. Any references to a16z or its trademarks, logos, products, or services on this website are used solely for descriptive or informational purposes and do not imply any partnership, sponsorship, or endorsement by or with a16z or its associated organizations. All trademarks, service marks, and logos related to a16z are the property of their respective owners and are used herein under fair use for identification and reference purposes only. We do not claim any ownership or rights over these intellectual properties, nor do we intend to infringe upon the rights of any trademark holders. By using the platform, you acknowledge and agree that we are an independent entity and have no direct or indirect affiliation with a16z or any of its related projects.
User Conduct and Prohibited Use
You agree to use the platform only for lawful purposes and in a manner consistent with all applicable laws and regulations. You must not use the platform for any illicit or illegal activities, including but not limited to fraud, money laundering, terrorism financing, dissemination of unlawful content, or activities that violate the rights of others.
You shall not attempt to gain unauthorized access to any systems, data, or information related to ElizaOS, nor engage in any conduct that disrupts, damages, or impairs the functionality of the platform or related digital currency, tokens and assets.
Our Intellectual Property Rights
All of our content comprised in, on or relating to the platform (including all intellectual property comprised in our content) is owned by us, our affiliated and related entities and/or our third-party licensors and is protected by copyright, trademarks, service marks, patents, design registrations, and/or other proprietary rights and laws.
As between you and us and our licensors, we or our licensors own and retain, solely and exclusively, all rights, title and interest in and to the platform, and all the content that we or our licensors create, including any and all copyrights, trademark rights, trade secret rights, patent rights, database rights and other intellectual property and proprietary rights therein. All logos and trademarks, service marks, logos, and trade names displayed on or in connection with the platform are our registered and unregistered trademarks and service marks.
Your use of the platform does not grant you any rights in or ownership over any of the platform’s content.
Assumption of Risk and Responsibility
You acknowledge that access to or use of the platform and any goods, services or products offered or made available or used in connection with the platform is subject to significant risks, including without limitation the following risks:
· the risk of loss, including the loss of all digital currency, tokens and assets;
· cyber-attacks;
· your access to your digital currency, tokens and assets may be suspended or terminated or there may be a delay in your access or use of your digital currency, tokens and assets;
· the price and liquidity of digital currency, tokens and assets are extremely volatile and may be subject to significant fluctuations;
· statutory and regulatory changes or actions governing blockchain, crypto assets, tokens, speculative securities, etc are uncertain and may adversely affect your ability to use the platform.
By using the platform, you expressly agree that:
· digital assets are volatile and may result in substantial losses. You are solely responsible for assessing your investments, your financial situation and your risk tolerance;
· you are solely responsible for knowing and adhering to all applicable laws, regulations, and tax requirements related to digital currency, tokens, assets and AI-generated content in your jurisdiction;
· the value and utility of our digital currency and digital assets depends on market forces beyond our control. Owning our digital currency and digital assets does not grant equity, intellectual property rights, or financial returns. You hold these assets at your own risk;
· no guarantees are made regarding the future value, performance, or utility of digital currency, tokens or assets associated or affiliated with us;
· under no circumstances shall we be held liable for any direct, indirect, incidental, consequential, or punitive damages resulting from the use of or reliance on the AI investment tools or any recommendations generated by the AI-powered investment agent;
· you assume all risk in connection with your access and use of the platform, including any of the services and digital currency, tokens and assets associated or affiliated with us; and
· you expressly waive and release us and each of our officers, directors, agents, contactors, employees, consultants, subsidiaries, affiliates, related entities, advisors and partners (together, the “Released Parties”) from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the platform.
Disclaimer
We provide the platform and our services on an “as is” and on an “as available” basis without any warranties as to continuous, uninterrupted or secure access to the platform.
To the maximum extent permitted by applicable law, we exclude all warranties relating to any use of any part of the platform or any goods, services or products offered or made available or used in connection with the platform.
Limit of Liability
Our liability arising in connection with the access to or use of any part of the platform or any goods, services or products offered or made available or used in connection with the platform is limited as follows:
· we exclude all liability for consequential, special, indirect or remote loss, including loss of opportunity or business;
· our total maximum liability arising in connection with the platform, including any of our services, is capped at the total amount of any fees or commissions or margins received by us from you in relation to the particular matter;
· our liability is excluded to the extent that you contributed to the liability;
· our liability is excluded for anything you have been aware of for longer than one month and have not commenced formal legal proceedings. You waive and release the Released Parties from any such liability or claim; and
· our liability is subject to you taking reasonable action (or not acting unreasonably) to mitigate your loss.
In the event that we terminate the platform or your access to the platform at our discretion, you release the Released Parties from all liability, loss or claims suffered by you as result of or arising out of such termination.
We are not responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions beyond our control, or for any losses, damages, or claims arising from events falling within the scope of events such as mistakes made by the user (e.g., payments sent to wrong addresses), software problems of the platform or any related software or service (e.g., malware or unsafe cryptographic libraries), technical failures (e.g., hardware wallets malfunction), security problems experienced by the user (e.g., unauthorized access to wallets), actions or inactions of third parties (e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties).
Release and Indemnity
You agree to release us and the Released Parties from all loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with:
· access to or use of the platform in any capacity and in any respect;
· any goods, services or products offered or made available or used in connection with the platform;
· your breach of these terms and conditions;
· any matter for which we have disclaimed liability for under these terms and conditions;
· your use, misuse, or abuse of the platform; and
· your breach or failure to observe any applicable law,
(together, the “Released Matters”).
You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
You also agree to indemnify, defend and hold harmless the Released Parties from and against all loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with any Released Matter.
Termination
We may permanently or temporarily terminate or suspend your access to the platform without notice and liability for any reason, including if in our sole determination you violate any provision of these terms and conditions, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these terms and conditions.
Third Party Materials
The platform may contain links to third party materials (including websites, tokens, digital assets and related materials) that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third party sites, information, materials, products, or services. If you access a third party website or service from the platform on or through any third party website or service, you do so at their own risk, and you understand that these terms and conditions do not apply to your use of such sites. You expressly release the Released Parties from any and all liability arising from your use of any third party website, service, or content.
General
You must not assign, sublicense, transfer or otherwise deal in any other way with any of your rights or obligations under these terms and conditions. We may assign our rights under these terms and conditions at our discretion.
Any waiver of any term on these terms and conditions by us can only be done in express writing. Any failure on our part to enforce a term does not constitute a waiver and we reserve the right in relation to all breaches unless expressly stated otherwise.
The contents of these terms and conditions constitute the entire agreement between you and us and supersede any prior negotiations, representations, understandings or arrangements made between you and us regarding the subject matter of this agreement or your access to or use of the platform, whether made orally or in writing.
If a provision of these terms and conditions is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
Eliza Foundation OpCo Ltd, a company incorporated in the Cayman Islands, holds the benefit of these terms and conditions on trust for all of its affiliates, related entities and other members of the group of companies forming the ElizaOS group (together, the Eliza Group) and may enforce these terms for and on behalf of each such other person.
A provision of these terms and conditions which can and is intended to operate after its conclusion or termination will remain in full force and effect, including all indemnities, limitations on liability and releases.
You may not commence court proceedings relating to any dispute arising from, or in connection with, the platform without first meeting with us to seek (in good faith) to resolve that dispute.
Acknowledgement of Acceptance
By accessing, interacting with, or using ElizaOS, purchasing or holding any digital currency or digital asset associated with us, you acknowledge having read, understood, and agreed to these terms and conditions. You accept full responsibility for any decisions or actions taken in connection with the platform, ElizaOS and Eliza DAO.
Use from the
USA
Regulatory Compliance
By accessing the platform from the United States, you acknowledge and agree that:
· You are solely responsible for ensuring that your use of our services complies with all applicable federal and state laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934; the Commodity Exchange Act; and anti-money laundering and counter-terrorism financing regulations.
· You must not:
o Use our services in violation of federal or state laws
o Engage in unregistered securities offerings
o Attempt to evade sanctions imposed by the Office of Foreign Assets Control;
o Participate in money laundering or terrorism financing activities
o Use the platform for illegal or fraudulent activities, including tax evasion or circumventing financial reporting obligations
o Use the platform from restricted regions, including jurisdictions subject to US sanctions.
· If you are located in a state with specific cryptocurrency regulations, you may be restricted from accessing certain features or services provided on the platform.
Taxation Responsibility
As a US user, you are solely responsible for understanding and complying with all federal, state, and local tax obligations related to your use of our cryptocurrency services and AI tools. This includes, but is not limited to:
· Reporting cryptocurrency gains and losses on your annual tax filings as required by the Internal Revenue Service (IRS) under applicable tax regulations
· Calculating and paying any applicable capital gains taxes, income taxes, or self-employment taxes associated with cryptocurrency transactions
· Reporting receipt of cryptocurrency rewards, staking earnings, or any other income derived from digital assets.
Governing
Law & Arbitration
These terms and conditions are governed by the laws of the Cayman Islands and each party submits to the exclusive jurisdiction of the courts of the Cayman Islands and all courts of appeal from there.
Any dispute, controversy, or claim arising out of or relating to these terms and conditions or your use of the platform, including any questions regarding their existence, validity, or termination, shall be referred to and finally resolved by binding arbitration administered by an arbitrator of our choosing. The arbitration shall be conducted in a location selected at our sole discretion. The decision of the arbitrator shall be final and binding on all parties, and judgment thereon may be entered in any court of competent jurisdiction. Each party shall bear its own costs and expenses of arbitration. No party shall bring or participate in any class or collective action against the other, and any claim shall be brought solely in an individual capacity. You agree to irrevocably waive your right to bring any claims in a court of law or to participate in a class action lawsuit.