Platform Terms & Conditions

These terms and conditions are a legal contract between you (“you”) and Eliza Foundation OpCo Ltd ("us", "our," or "we") and govern your use of all the text, information, software, graphics, videos, audio, photographs, and other materials that we and our affiliates may make available to you through any area of the auto.fun site (“site”) and the products and services that we make available through the site (our “offerings” and collectively with the site the “platform”). These terms and conditions also govern the creation, sale, purchase, receipt, transfer, trade, exchange, and display of digital assets on the platform.

READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING, USING, OR INTERACTING WITH ANY PART OF THE PLATFORM. BY ACCEPTING THESE TERMS AND CONDITIONS, INTERACTING WITH ANY PART OF THE PLATFORM, USING OR ACCESSING ANY OF OUR SERVICES, OR CREATING OR PURCHASING ANY OFFERINGS OF ANY DIGITAL CURRENCY, ASSETS, OR TOKENS THROUGH AUTO.FUN, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, YOU ARE NOT PERMITTED TO USE THE PLATFORM AND MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE PLATFORM AND RELATED DIGITAL ASSETS.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US.

We may amend or modify the offerings, the platform and/or these terms and conditions at our sole discretion and at any time. We may inform you of any modifications to these terms and conditions by posting them on the site. You agree to review these terms and conditions from time to time and accept any amendments or modifications. If you object to any such modifications, your sole recourse shall be to cease all use of the platform. Continued use of the platform or any part thereof following notice of any such modifications indicates you acknowledge and agreement to be bound by the modifications. Also, please know that these terms and conditions may be supplemented and/or superseded by expressly designated legal notices or terms that apply to particular offerings or to the sites and/or services of third parties. Such expressly designated legal notices or terms are incorporated into these terms and conditions and supersede the provision(s) of these terms and conditions that are designated as being superseded.

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.

Auto.Fun is a multi-agent simulation framework designed to create, deploy, and manage autonomous AI agents. Our services leverage AI and collective intelligence to allow provision of AI agent services for entertainment or functional purposes.

The information provided on the platform is for informational or entertainment purposes and does not constitute investment, 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. Before making any investment, financial, legal, regulatory, accounting, tax, or other decisions, consult with qualified professionals.

The information presented on the platform is for informational purposes only. For the avoidance of any doubt, we are in no way affiliated with, endorsed by, or officially connected to the venture capital firm Andreessen Horowitz (“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 only 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.

In these terms and conditions we are granting you a limited, personal, non-exclusive, and non-transferable license to access and use the materials on the site for your personal, non-commercial use. Your right to use such materials is conditioned on your compliance with these terms and conditions. You may not distribute, publicly display, publicly perform, or otherwise use the materials outside the platform. You have no other rights in the site or platform and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit the site or any of the materials on the site in any manner. If you make copies of any of the materials then you must retain all of our copyright and other proprietary notices as they appear on the site. You need not register with the us to simply visit and view the site. However, you are required to successfully register with us in order to access and use functional areas of the platform or use certain offerings. If you want to engage with the site further than simply viewing materials, you must submit all of the information required on the account registration page on the platform or applicable functional offering. Once you submit the required registration information, we will determine whether or not to approve your proposed account and allow your initial or continued access to the platform. For so long as you use the account, you agree to provide true, accurate, current, and complete information about yourself and your use of the platform. You are responsible for complying with these terms and conditions when you access and use the platform. It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the platform as well as paying related charges. It is also your responsibility to take appropriate action to secure, protect, and backup your accounts in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the platform. You must ensure that any available software updates or upgrades to an offering you are using are promptly installed or implemented and record and securely maintain any passwords or secret recovery phrases that relate to your use of the platform. You must not share with us or any other third party any password or secret recovery phrase that relates to your use of the platform. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a password or secret recovery phrase that involved intrusion through any means into your personal device or a cloud provider’s data repository or your own cooperation or work with a third-party fraudster or other bad actor. Unless expressly permitted in writing by us, you may not sell, rent, lease, share, or provide access to your account to anyone else. Whether your use of the platform or any of its components requires an account or not, you are responsible for all activities that occur with respect to your use of the platform, regardless of whether the activities are authorized by you or undertaken by you. Should you believe your password or security for the platform has been breached in any way, you must immediately notify us.

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 impersonate, stalk, harass, harm, or violate the rights of others. You agree that any image, text, or other content you upload or send to the platform will not violate the intellectual property rights of any third party or be fraudulent, misleading, illegal or inciting illegality, harassing, harmful, discriminatory, hateful, or otherwise violative of the rights of any party. You acknowledge that any such material may be removed at our sole discretion, resulting in potential partial or complete loss of utility of the platform for you and others. You shall not attempt to gain unauthorized access to any systems, data, or information related to Auto.Fun, nor engage in any conduct that disrupts, damages, or impairs the functionality of the platform or related digital currency, tokens, and assets.

You agree to pay all fees applicable to your use of the platform and any offerings, including both transaction fees charged by us or by third parties. Except as otherwise specified in these terms and conditions, payment obligations are non-cancellable and fees paid are non-refundable. All amounts will be paid without setoff or counterclaim and without any deduction or withholding. Each of the parties hereto will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments made through the use of the platform or offerings. All fees described are exclusive of taxes unless otherwise noted. We reserve the right to withhold taxes where required.

We respect the information that you provide to us and want to be sure you fully understand exactly how we use that information. Please review our Privacy Policy (“Privacy Policy”) [LINK], which explains how we use such information.

By using the platform (or any part thereof), you consent to receiving electronic communications from us (including, if you have opted in, via text message). These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

The trademarks, service marks, and logos of Eliza Foundation OpCo Ltd (“Our Trademarks”) used and displayed on various parts of the platform are our registered and unregistered trademarks or service marks. Other company, product, and service names located on our platforms may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with Our Trademarks, the “Trademarks”). Nothing in these terms and conditions should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Our Trademarks inures to our benefit. Unless otherwise specified in these terms and conditions, the platform and all materials on the platform, including the arrangement of them, are our sole property, or the property of our suppliers and licensors. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. For avoidance of doubt, your use of the platform does not grant you any rights in or ownership over any of the platform’s content.

THE PLATFORM IS PROVIDED "AS IS" AND "WITH ALL FAULTS", AND THE ENTIRE RISK AS TO ITS USE IS WITH YOU. TO THE FULLEST EXTENT PROVIDED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, OR STATUTORY) WITH RESPECT TO THE SITE, MATERIALS, AND OFFERINGS, AND ANY THIRD PARTY SERVICES, WHICH DISCLAIMER INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE, MATERIALS, AND/OR OFFERINGS WILL MEET YOUR REQUIREMENTS, THAT YOUR USE OF THE PLATFORM OR ANY THIRD-PARTY SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, MATERIALS, AND/OR OFFERINGS, OR AS TO THE ACCURACY OR RELIABILITY OR SUITABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE PLATFORM, AND ARE NOT RESPONSIBLE FOR THE PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE PLATFORM OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.

OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES, SUCH AS BLOCKCHAIN TECHNOLOGY. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE OFFERING AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS CRYPTOCURRENCIES AND OTHER DIGITAL TOKENS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND SECRET RECOVERY PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR SECRET RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR SECRET RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES. YOU ARE AWARE THAT THERE ARE TECHNICAL MEASURES IN CERTAIN OFFERINGS THAT IMPROVE USER SAFETY, AND YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING HOW THEY FUNCTION AND USING THEM AS APPROPRIATE.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE THEREOF. YOU UNDERSTAND THAT WE DO NOT MAKE ANY

ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH ANY PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU MEET OFFLINE OR IN PERSON, REGARDLESS OF WHETHER WE FACILITATE SUCH MEETINGS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OF THE PLATFORM AND ALL OTHER THIRD PARTIES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE PLATFORM OR YOUR USE OF OUR OFFERINGS OR THIRD PARTY SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RESULTING FROM LOSS OF DATA, REVENUE, PROFITS, COST OF SUBSTITUTE GOODS AND SERVICES, USE, OR OTHER ECONOMIC ADVANTAGE, HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE.

IN THE EVENT THAT WE TERMINATE OR LIMIT THE PLATFORM OR YOUR ACCESS THERETO THE, YOU RELEASE THE RELEASED PARTIES FROM ALL LIABILITY, LOSS OR CLAIMS SUFFERED BY YOU AS RESULT OF OR ARISING OUT OF SUCH TERMINATION OR LIMITATION.

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 ANY RELATED SOFTWARE OR SERVICE WE DO NOT PROVIDE OR SUPPORT (E.G., MALWARE OR UNSAFE CRYPTOGRAPHIC LIBRARIES), TECHNICAL FAILURES BY THIRD-PARTY SOFTWARE OR HARDWARE (E.G., HARDWARE WALLETS MALFUNCTION), SECURITY PROBLEMS EXPERIENCED BY THE USER OUTSIDE OF OUR CONTROL (E.G., UNAUTHORIZED ACCESS TO WALLETS), OR ACTIONS OR INACTIONS OF THIRD PARTIES (E.G., BANKRUPTCY OF SERVICE PROVIDERS, INFORMATION SECURITY ATTACKS ON SERVICE PROVIDERS, AND FRAUD CONDUCTED BY THIRD PARTIES).

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, INCLUDING, IF YOU ARE A CALIFORNIA RESIDENT, CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

You also agree to indemnify, defend and hold harmless the Released Parties from and against all third-party loss, liability, damages, claims, proceedings, costs and expenses arising out of or in any way connected with any Released Matter.

To the fullest extent permitted by applicable law, we may permanently or temporarily limit, 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.

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 your own risk, and you must follow the privacy policies and terms and conditions for those third-party websites and/or services. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different from our Privacy Policy. You expressly release the Released Parties from any and all liability arising from your use of any third party website, service, or content.

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

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 and for the benefit of its affiliates, related entities and other members of the group of companies forming the Auto.Fun 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.

Use from the USA or by US Persons, Citizens, or Residents DISPUTE RESOLUTION AND ARBITRATION; MASS ARBITRATION; CLASS ACTION WAIVER This section is deemed to be a “written agreement to arbitrate” pursuant to the US Federal Arbitration Act, and you and Eliza Foundation OpCo Ltd each agree that this section is intended to satisfy the “writing” requirement of the US Federal Arbitration Act. THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS-ACTION AND JURY TRIAL WAIVER. To the fullest extent permitted by law, by using the platform, you and Eliza Foundation OpCo Ltd agree that if a dispute arises between you and Eliza Foundation OpCo Ltd or the Released Parties arising out of or relating in any way to these terms and conditions or the platform or your use thereof, including common law or statutory claims, the dispute will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND ELIZA FOUNDATION OPCO LTD AND THE RELEASED PARTIES HAVE AGAINST EACH OTHER ARE RESOLVED. You and Eliza Foundation OpCo Ltd agree that any and all disputes or claims that have arisen or may arise between you and Eliza Foundation OpCo Ltd or Released Parties arising out of or related to the platform, including any products or services offered or sold on the platform and your use of the platform, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration Procedure The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including the JAMS's Consumer Rules (as applicable), as modified by this Agreement to Arbitrate. The JAMS’s rules and a form for initiating arbitration proceedings are available on the JAMS’s website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these terms and conditions, including, but not limited to, any claim that all or any part of these terms and conditions is void or voidable. The arbitration shall be held in the county in which you reside or at another mutually agreed location or by video at the election of either party. If the value of the relief sought is $10,000 or less, any party may elect to have the arbitration based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person or video hearing if the circumstances warrant. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules. Class Action Waiver You and Eliza Foundation OpCo Ltd agree that each of us may bring claims against the other or Released Parties only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Eliza Foundation OpCo Ltd agree otherwise or the Mass Arbitration provisions set forth below are triggered, the arbitrator may not consolidate or join more than one person’s or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect any other person or party. You and Eliza Foundation OpCo Ltd further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and Eliza Foundation OpCo Ltd or Released Parties in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS. Mass Arbitration If, at any time, 25 or more claimants (including you) submit Demands or seek to file demands for arbitration raising similar claims against Eliza Foundation OpCo Ltd or Released Parties, and such circumstances meet the definition and criteria of Mass Filings (“Mass Filing”) set forth in National Arbitration & Mediation’s (“NAM”) Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules”) available at https://www.namadr.com/resources/rules-fees-forms/), you and Eliza Foundation OpCo Ltd agree that JAMS shall not serve as arbitrator and that instead NAM shall administer any Mass Filing claims and the NAM Mass Filing Rules in effect at the time such claim is filed shall apply as modified below. The parties agree to the appointment of a Procedural Arbitrator pursuant to NAM’s Mass Filing Rules, and additionally agree that the Procedural Arbitrator will have the authority to determine jurisdiction and arbitrability including, but not limited to, any issue regarding the validity, existence, formation or scope of the agreement under which Arbitration is being sought, and the proper parties to the Arbitration. You agree that throughout this process, the parties’ counsels shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. You acknowledge and agree that your election to participate in a Mass Filing may result in a delay in the adjudication of your dispute with Eliza Foundation OpCo Ltd or Released Parties. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth below. Stage One: Counsel for the claimants and counsel for Eliza Foundation OpCo Ltd or Released Parties shall each select 15 claims per side (30 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Eliza Foundation OpCo Ltd will pay the mediator’s fee. Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for Eliza Foundation OpCo Ltd or Released Parties shall each select 20 claims per side (40 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and Eliza Foundation OpCo Ltd will pay the mediator’s fee. If your claim is not resolved as part of the staged process identified above, either: Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your claim heard in court consistent with these terms and conditions. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to the Notice Address. Such an opt-out notice must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage Two or the elective mediation associated with Stage Two. We may opt your claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsels for the parties may agree to adjust these deadlines. OR Option Two: If neither you nor we elect to have your claim heard in court consistent with Option One, then you agree that your claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 100, then 100 claims shall be randomly selected (or selected through a process agreed to by counsels for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 100, then all of those claims will be filed and proceed in individual arbitrations. Any remaining claims will not be filed or be deemed filed in arbitration, nor will any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 100 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsels for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims. You and Eliza Foundation OpCo Ltd agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and Eliza Foundation OpCo Ltd acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases. If any part of this Mass Arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the NAM rules, then the balance of this Mass Arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision was not contained herein unless the lack of such provision would lead this Mass Arbitration provision to fail of its essential purpose. A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your claim, and a court of competent jurisdiction determines that they are not enforceable as to your claim, then your claim will proceed before JAMS pursuant to the JAMS Mass Arbitration Procedures and Guidelines (available at https://www.jamsadr.com/mass-arbitration-procedures). If a court of competent jurisdiction also determines that the JAMS Mass Arbitration Procedures and Guidelines are not enforceable as to your Claim, then the remaining Claims shall be subject to Option One or Option Two above as selected by you or us.

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.

Except as set forth herein for US users, 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.

If you have any questions about these terms and conditions or otherwise need to contact us for any reason, you can reach us at inquires@elizaos.ai