# Terms of Use

Thank you for using Web3 Copilot!

This Platform, i.e., copilot.layer-e.com(“**Platform**”) is owned and operated by eDAO Ventures FZCO also known as “Layer-E” (“eDAO Ventures”, “we”, “our”, “us”) which is a Free Zone Entity incorporated in Dubai having its registered office at Building A1, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates.

These Terms of Use apply when the user (“you”, “your”), uses the Platform for its features including the software, interface, tools, etc. (“Services”). [The Privacy Policy](https://www.notion.so/About-the-Polygon-Copilot-574cafd65ac3448e9e75d4b8f0caa378?pvs=21) and the [Cookie Policy](https://www.notion.so/About-the-Polygon-Copilot-574cafd65ac3448e9e75d4b8f0caa378?pvs=21) constitute a part of these Terms of Use (“Terms”). By using our Services or accessing the Platform, you agree to be bound by the Terms.

We may amend/modify the Terms at any time. The date at the top of this page shall reflect the date on which the Terms was last revised. Any modifications to the Terms will be effective upon our posting of the updated terms. In all cases, your continued use of the Services or access to the Platform following the posting of any update indicates your acceptance of the updated Terms. Please review the Terms frequently to stay informed.

1. **Usage eligibility:**

In order to avail of our Services on your own, you must be of legal age of digital consent and eligible to enter into a binding contract with us, as per the laws applicable to you. In the event that you are a minor availing our Services, it will be assumed that you have the due authorization from your legal guardian to accept these Terms.\*\*\*\*

If you are availing our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf.

2. **Usage restrictions:**

When using our Platform, you undertake not to (i) use the Services in a way that infringes, misappropriates or violates any person’s rights including patent, trademark, trade secret, copyright, or other proprietary rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Platform; (iii) use output from the Services to develop models that compete with the CoPilot; (iv) send us any personal information of children under the applicable age of digital consent; (v) impersonate or attempt to impersonate any person or entity or use the digital wallet (“**Wallet**”) address, Discord account, or OpenAI API key of any other person or entity (vi) interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Platform, including our servers, networks, or accounts; (vii) use the Platform in a manner inconsistent with any and all applicable laws; (viii) attempt, facilitate, or encourage others to do any of the foregoing.

We reserve our right to restrict, suspend or terminate your access or use of the Platform for violation of any of the aforesaid restrictions or for any other unlawful or inappropriate conduct.

1. **Credits for use**

As you know, we deliver free credit points (“**Credits**”) to your Wallet in order to encourage you to use our Services. We reserve the right to discontinue, reclaim or correct any and all errors in delivery of the Credits without notice at any time. Delivery of Credits is entirely discretionary and also subject to your usage of the Services in accordance with these Terms.

3. **Intellectual Property Rights and Grant of Rights**

“Platform Content” means all information and/or content that you see, hear, or otherwise experience on accessing the Platform including but not limited to the Platform’s design, text, graphics, images, audio, video, stills, underlying software, source code, material, works of authorship of any kind. The Platform Content is the exclusive property of eDAO Ventures FZCO and/or its licensors and is protected by copyright, trademark, and other laws. We own or have the license to use all of the intellectual property rights relating to the Platform Content, including their designs. You agree that by virtue of your use of our Platform or Services, you do not acquire any intellectual property rights vested in us.

We hereby grant you a limited license to access and make personal use of our Platform, subject to the conditions stipulated in these Terms. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast, or otherwise exploit the Platform Content, except as expressly permitted under these Terms, without our express prior written consent.

4. **Third-Party Services**

The Platform may be integrated with or may otherwise interact with third-party APIs, servers, applications, websites, etc. (“Third Party Sites”) to make our Services available to you. You understand and agree that we do not endorse and are not responsible or liable for the behaviour, features, or content of any Third Party Sites nor do we warrant the compatibility or continuing compatibility of the Third Party Services with the Platform.

We have no responsibility in relation to the accuracy, completeness, and quality of the information and security contained within such Third Party Sites, and you access/use these Third Party Sites at your own risk. Please note that when you use Third Party Sites, their own terms of use and privacy policies will govern your use of those services. References to any external links should not be construed as an endorsement of the links or their content by us.

By connecting your OpenAI API Key and Wallet to our Platform, you represent that you are the legitimate owner and operator of the such key and wallet and that you are not fraudulently using a third party’s key or wallet. You also represent that you are aware of the risks associated with using digital wallets and API Keys which include, but are not limited to, the risk of hardware, software and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your OpenAI API Key or information stored within your Wallet. You agree and acknowledge that we will not be responsible for any of these risks, however caused.

We use third party Services such as ChatGPT to generate the results for your search on the Platform (“Output”). Given the still evolving, probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that do not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.

5. **Privacy Policy**

When you use the Platform, we will collect certain information from you as set forth in more detail in our Privacy Policy, which is hereby incorporated by reference. The Privacy Policy is available [here](https://www.notion.so/About-the-Polygon-Copilot-574cafd65ac3448e9e75d4b8f0caa378?pvs=21).

You hereby grant us a non-exclusive, worldwide, royalty-free, sub-licensable license to utilise in any information or feedback, comments, ideas, proposals and suggestions for improvements that may be provided by you to us.

6. **Output from Services.**

Subject to your compliance with these Terms and to the extent permitted by applicable law, you own all right, title and interest including intellectual property rights in the Output. This means you can use the Output for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. We may use and you hereby grant us a limited, worldwide license to use the Output for displaying the potential of our Services, to comply with applicable law, and/or to enforce our policies. You are responsible for the Output, including for ensuring that it does not violate any applicable law or these Terms.

7. **Term and Termination**

Term. These Terms take effect when you first use the Services and remain in effect until terminated as stated herein.

Termination. You may terminate these Terms at any time for any reason by discontinuing the use of the Services. We may suspend or terminate these Terms for any reason including if there are any changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may also suspend or terminate your access to the Services if you are on breach of these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

Effect on Termination. Upon termination, you will stop using the Services. The sections of these Terms which by their nature should survive termination or expiration shall survive, including but not limited to Sections \_\_\_\_\_\_\_\_\_.

8. **Indemnity**

You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Output, products or services you develop or offer in connection with the Services, your breach of these Terms or violation of applicable law, or any allegation that any art or other materials that you submit to us or generate in the course of your use of the Services infringe or otherwise violate third party intellectual property.

9. **Disclaimer of Warranties**

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

10. **Limitations on Liability**

NEITHER WE NOR ANY OF OUR OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. **Miscellaneous terms**
    1. Governing Law and Arbitration: The laws of UAE excluding its conflict of law rules shall govern these Terms. Any disputes arising from this Terms (including without limitation the enforceability of this Clause or any question regarding its existence, validity or termination) shall be resolved by arbitration before a sole arbitrator at the Dubai International Arbitration Centre as per the Dubai International Arbitration Centre Rules in force for the time being. The language of the arbitration shall be English, the seat and venue of arbitration shall be Dubai. The arbitrator's award shall be final and binding to both Parties, and judgment may be entered upon it by any court having jurisdiction thereof.
    2. Modifications: \*\*\*\*We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice on the Platform. All changes will become effective immediately. Your continued use of the Services after any change means you agree to such change.
    3. Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email. We accept service at the following email address: <hello@layer-e.com>.
    4. No Waiver. Our failure or delay to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect our right to later enforce or exercise it.
    5. Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to us, and we shall have the right to seek injunctive relief against you in addition to any other legal remedies.
    6. Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and eDAO Ventures regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and eDAO Ventures on that subject.
    7. Prevailing Language: The English language version of these Terms shall be decisive in all respects and shall prevail in case of any inconsistencies with translated versions if any.
