Terms and Conditions
Version: 1.0
These terms of use (“Terms”) are entered into between Gizatech Ltd, a company limited by shares established under the laws of Switzerland and domiciled in Zug, Switzerland (“Gizatech”, “we” or “us”) and the users (“User”, “you” or “your”).
The following Terms together with any documents incorporated by reference herein, govern your access to the machine learning software and algorithms (“Agent Logic Software” or “Agent”) for your automated smart contract applications (“Smart Accounts”) that interact with decentralized finance (DeFi) protocols and the use of our user interface (“Giza UI”) for the Agent.
By accessing or using the Agent Logic Software and the Giza UI (including any Updates), you agree to be bound by the terms and conditions set forth below. We reserve the right to modify these Terms at any time at its sole discretion. In this case, we will provide notice by changing the “last updated” date above. By continuing to access or use the Agent Logic Software and/or the Giza UI, you confirm that you accept these updated Terms and all documents incorporated therein by reference. If you do not agree with these Terms, please immediately cease all use of the Agent Logic Software and the Giza UI.
Other terms outside of these Terms may apply to you (vis-à-vis the respective third-parties) if you use and access other websites linked on the Giza UI. Such other terms apply separately or in addition to these Terms (vis-à-vis the respective third-parties). The same applies for user interfaces and agent logic software offered by third parties. We are not responsible and/or liable for any aspect of and/or for any damages arising out of or related to any kind of products or services provided by third-parties.
The accuracy, completeness, or usefulness of information presented on our Giza UI is not guaranteed and we disclaim any liability and warranty with respect to the same.
1. Eligibility and Restricted Jurisdictions
By accessing or using the Agent Logic Software and the Giza UI, you represent and warrant that you:
- have the right, authority, and legal capacity to accept these Terms and that you are of the legal majority age in your country or jurisdiction of residence;
- will not access and/or use the Agent Logic Software and the Giza UI if the laws of your countries of residency and/or citizenship prohibit you from doing so in accordance with these Terms;
- are not subject to personal sanctions issued by the UN, US, EU or Switzerland;
- only access or use the Agent Logic Software and the Giza UI for your own personal use; and
- are not accessing or using the Agent Logic Software and the Giza UI from one of the countries embargoed or restricted by the Swiss State Secretariat for Economic Affairs (SECO) (if your country is embargoed or restricted can be found out under the following link) (“Restricted Jurisdictions”).
We reserve the right to technically restrict the access to the Agent Logic Software and the Giza UI including the content provided on the Giza UI based on your geographical location.
2. Agent Logic Software
2.1 Overview
The use of the Agent Logic Software enables you to automate the execution of your trading strategies (“Strategies”) in relation to third-party DeFi protocols (“DeFi Protocols”) by enabling your Smart Accounts (as defined in Section 3) to query and process data generated by the Agent Logic Software.
2.2 Agent Logic Software and Strategies
The Agent Logic Software is an off-chain software that generates data and standardized transaction messages (“Sign Requests”) in relation to the Strategies. Sign Requests are sent to the connected Smart Accounts for signature and execution (see Section 8). The Sign Requests are generated in accordance with the pre-defined Strategies in relation to the DeFi Protocols accepted by you.
By using the Agent Logic Software, you understand and accept that we make no representations, warranties or covenants with respect to the quality, purpose, result or performance of any Sign Requests and/or data generated by the Agent Logic Software.
3. Smart Accounts
3.1 Overview
Smart Accounts are smart contracts that sign and trigger the execution of the Sign Requests. The Smart Accounts are deployed and controlled by your external owned account (“EOA” or “Wallet”) and are able to access, hold and interact with your digital assets associated with your EOA within your defined permissions (“Permissions”) by using the session keys (“Session Keys”) generated by your EOA. Session Keys enable the Smart Accounts to sign Sign Requests in an automated manner, thereby triggering the execution of on-chain transactions. You acknowledge and understand that transactions that are signed by your Smart Accounts are executed on the underlying blockchain networks without our involvement. We do not execute transactions on your behalf, we do not control the execution of transactions initiated by you and we do not take any responsibility and shall not be liable regarding said transactions.
The Smart Contacts and the Session Keys will always remain under the control of your EOA and you will be able to redefine and/or revoke Permissions at any time.
3.2 Smart Accounts and DeFi Protocols not Operated by Gizatech
Neither the Smart Accounts nor the DeFi Protocols are controlled and/or operated by us. We do not act as an administrator or operator of the DeFi Protocols, Smart Accounts and/or Sessions Keys, and do not have access to the digital assets that are held in your EOA, Smart Accounts and/or in the smart contracts of the DeFi Protocols.
You understand and acknowledge that when your Smart Account is signing a Sign Request (i.e., providing liquidity, swapping, or depositing digital assets on DeFi Protocols), you are not interacting with us, but directly with the DeFi Protocols. Furthermore, we do not store, send, support you in the transfer of, or receive your digital assets when your Smart Account is signing Sign Requests.
We do not assume any responsibility or liability for the functioning and operation of the Smart Accounts, DeFi Protocols, their individual components, or for any of your digital assets.
We further make no representations, warranties or covenants with respect to the Smart Accounts and DeFi Protocols (or any implementations and/or components thereof), including, but not limited to, with regard to their technical properties and/or characteristics or performance, or their actual or potential usefulness or suitability for any particular purpose.
4. Use of Agent Logic Software and the Giza UI
4.1 Right of Use
Subject to your compliance with the terms of these Terms and for the Term as set forth herein, we grant you a personal, limited, non-exclusive, non-transferable, non-assignable right to access and use the Agent Logic Software through the Giza UI (including Updates – see section 5 below) solely for the Designated Purpose as described in Section 4.2 below.
4.2 Designated Purpose
You have the right to use the Agent Logic Software through the Giza UI for the sole purpose of deploying and using your own Smart Account (“Designated Purpose”).
4.3 Agent Fees
The access of the Giza UI is free of charge. By using the Agent Logic Software, you may be required to pay a usage fee (“Agent Fee”) to us. The specific structure may vary depending on the specific Agent Logic Software used and the chosen Strategies, as each Agent Logic Software is subject to its own fee model. The applicable Agent Fees will be visible and reflected on the Giza UI.
By accessing the Giza UI and using Agent Logic Software, you acknowledge and agree that the Agent Fee is non-refundable under any circumstances.
4.4 Restrictions
You must not access or use the Agent Logic Software or the Giza UI except as permitted by the terms of the Terms, in particular, but without limitation, the Designated Purpose, and must not do or authorise the commission of any act that would or might invalidate or be inconsistent with Gizatech’s intellectual property rights in the Agent Logic Software or the Giza UI. Without limiting the foregoing provisions, you agree and acknowledge that you must not and will not permit any person to:
- resell, assign, transfer, distribute or provide others with access to the Agent Logic Software or the Giza UI;
- “frame”, “mirror” or serve Agent Logic Software or the Giza UI on any web server or other computer server over the internet or any other network;
- copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Agent Logic Software or the Giza UI;
- alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to Agent Logic Software or the Giza UI.
5. Updates and Upgrades
We may update or upgrade the Agent Logic Software and/or the Giza UI at any time, in our sole discretion. Upgrades or update (“Updates”) may involve improvements or enhancements of the current versions as well as adding new or discontinuing current features.
We will notify you prior to the implementation of an Update (pop-up or other way of notification we deem appropriate) along with information regarding the particular Update. Every implementation of an Update is subject to your prior consent. If you chose not to consent to an Update, you will be able to continue using the current version.
It is solely your responsibility to keep your hardware as well as software (that may be required) updated to ensure compatibility with the Agent Logic Software and the Giza UI.
6. User Responsibilities, further Acknowledgements and Obligations
The responsibility for the use of the Agent Logic Software and the Giza UI, rests entirely with you. You shall ensure compliance with any applicable laws and regulations.
You are responsible for the selection, use, and maintenance of the computer systems on which the Agent Logic Software is accessed through the Giza UI as well as for additional programs, data systems, and related services.
You acknowledge and understand that you may at any time stop using or accessing the Agent Logic Software and the Giza UI.
You acknowledge and understand that you may only access the Agent Logic Software through the Giza UI. We will not share any software code with you.
You acknowledge and agree that you are responsible for all users using the Giza UI and the Agent Logic Software in the context of the usage rights granted under the Terms;
You must not use the Smart Account, the Agent Logic Software and the Giza UI in any way which is in breach of any applicable statute, regulation, law or legal right of any person.
You must not introduce malicious programs into the Agent Logic Software or the Giza UI;
7. Intellectual Property Rights
You are only entitled to the rights of use defined in these Terms. All other rights, in particular intellectual property rights (such as copyrights, trademarks, designs, patents, in each case whether registered or not) as well as all other rights that are not expressly granted to you hereunder, (in particular, regarding the Giza UI and the Agent Logic Software) shall remain exclusively with us. The Agent Logic Software and the Giza UI contain information, ideas, concepts and processes, in particular with regard to the processing of data for particular applications, which are our sole property.
You shall use the Agent Logic Software only for the Designated Purpose and shall, except with our prior written consent, not provide access to or otherwise make the Agent Logic Software or the underlying source available to any third parties, whether in whole or in part.
8. Access to the Giza UI: Connecting Your EOA to the Giza UI and Smart Accounts
In order to deploy and interact with your Smart Accounts via the Giza UI, you must first connect one of the third-party EOA listed under the “Connect” tab to the Giza UI. EOA or Wallets store and manage the private keys to the blockchain addresses that were created with the Wallet or manually imported into the EOA. As these EOA store the private keys which are required to sign transactions on-chain, they can be used to execute transactions and publish them to the underlying blockchain networks.
When you connect your EOA, the Giza UI will ask for permission to deploy Smart Accounts. During this process, you will be able to define the Permissions and your EOA will generate the Session Keys. You can modify these Permissions at any time in the settings of your EOA or via the Giza UI. Please note that you can only interact with Smart Accounts that are both managed by your EOA and connected to the Giza UI.
The use of EOA is subject to the terms and conditions of the respective provider. We have no control over the blockchain addresses that are managed by your EOA and connected to the Giza UI and no ability to access any assets that are held thereon. You are solely responsible for the security of the EOA, your Smart Accounts and Session Keys as well as the corresponding private keys and passwords. We do not assume any responsibility for the connected EOA, regardless of whether or not they are used to effectuate transactions and shall not be liable for any damages arising out of or related to your use of the EOA or your inability to connect or use the EOA and/or Smart Accounts to execute transactions.
Your interactions with the Smart Accounts and DeFi Protocols may be subject to the payment of the following fees (“Blockchain Fees”):
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Gas Fees: All interactions with the underlying blockchain networks require the payment of a network transaction fee (“Gas Fee”) which is paid to the validators of the underlying blockchain networks. The Gas Fee required to execute a transaction depends on the activity on the underlying blockchain networks and is entirely outside of our control.
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DeFi Protocol Fees: You may be required to pay fees (“DeFi Protocol Fees”) for interactions with the DeFi Protocols. The DeFi Protocol Fees are entirely outside of our control.
By interacting with your Smart Accounts through the Giza UI and using the Agent Logic Software for the generation of Sign Requests, you acknowledge and agree that the Blockchain Fees are non-refundable under any circumstances. You also understand and accept that the Blockchain Fees required to execute transactions are subject to circumstances beyond our control.
9. Term and Termination
These Terms enters into force upon your use of the Agent Logic Software and/or access to the Agent UI for an indefinite period of time until terminated by one of the Parties as set forth below (“Term”).
We have the right to terminate these Terms at any time with immediate effect (without prior notice).
You have the right to terminate these Terms at any time with immediate effect (without prior notice) by revoking the Permissions of your Smart Accounts.
If we terminate these Terms, we may cease your access and use of the Agent Logic Software and the Giza UI right away, without prior notice. In this case, you will no longer be able to use the Agent Logic Software and you will no longer need to pay Agent Fees. In any case, in the event of termination, you shall have no claim against us.
10. Risks
By accessing or using Giza UI, the Agent Logic Software and/or interacting with your Smart Accounts, you understand and accept the risks connected to Agent Logic Software, the Giza UI, and the Smart Accounts. In particular, but not exhaustively, you understand the inherent risks listed hereinafter:
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We do neither control the public blockchains that you are interacting with, nor any smart contracts and protocols, including but not limited to Smart Accounts, EOA, and the DeFi Protocols, that may be integral to your ability to complete transactions on these public blockchains. On-chain transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you have initiated the transaction;
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You acknowledge and accept that we do not control any of the output generated by the Agent Logic Software (including, but without limitation, Sign Requests) as well as the transactions that are signed and executed by your Smart Accounts and that we make no representations, warranties or covenants with respect to the quality, purpose, result or performance of any Sign Requests and/or data generated by the Agent Logic Software and subsequent transactions.
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You understand and accept that we reserve the right to stop the Agent Logic Software and/or Giza UI at any time for any reason, at our sole discretion (see Section 9 above).
11. General Disclaimers and Disclaimed Warranty
We do not guarantee that the Agent Logic Software, the Giza UI, including but not limited to its individual components such as the Sign Requests and Strategies, are free from defects, errors, bugs, and security vulnerabilities or that it will be available at any time. The access to and use of Agent Logic Software and the Giza UI as well as the Smart Accounts is made at your own risk. We give no assurance that any features and functionalities of the Agent Logic Software, the Giza UI will satisfy your requirements, provide the intended results, meet any security, performance or reliability standards. You understand and agree that the Agent Logic Software, the Giza UI are provided on an “as is” and “as available” basis and that we expressly disclaim all warranties or conditions of any kind, whether express, implied, statutory or otherwise. The Agent Logic Software and the Giza UI and its individual components may contain bugs, defects or errors. We may discontinue the development of the Agent Logic Software and the Giza UI at any time for regulatory, commercial, or other reasons, in any case, at our sole discretion.
12. Limitation of Liability
Our liability is limited to direct damages arising out of acts of intent and gross negligence. Any liability for indirect damages or consequential damages, including loss of profit, and/or damages arising out of negligent conduct, to the maximum extent permitted by applicable law, is expressly excluded. We do not assume any responsibility for the use of the Giza UI and Agent Logic Software and Smart Accounts, and interactions with the Agent Logic Software and the Smart Accounts and shall not be liable for any damages arising out of or related to your access and/use of the Agent Logic Software, the Smart Accounts and the Giza UI.
13. Indemnification
You agree to indemnify, and hold us harmless, against all liabilities, damages, costs, expenses and claims (including third party claims) arising out of or in connection with your breach of the Terms, in particular, but without limitation, breach or non-compliance with your obligations and warranties set out in Section 6 above.
14. Personal Data
For information about how we handle your personal information, please see our privacy policy at [link].
15. Miscellaneous
15.1 User Feedback
We appreciate and encourage you to provide feedback to the Agent Logic Software and the Giza UI. If you provide feedback, you agree that we are free to use it and may permit others to use it without any restriction or compensation to you.
15.2 Taxes
It is your sole responsibility to seek relevant tax advice to comply with any applicable tax obligations in whichever jurisdiction and to measure the tax impact of the use of the Agent Logic Software, the Smart Accounts and the use of any features offered thereon.
If any taxes, fees, or other charges are levied in connection with the use of the Agent Logic Software, the Agents and the use of any features offered thereon in any jurisdiction, it is your solely responsible for bearing and paying such taxes, fees, or charges. You agree to comply with all applicable tax laws and regulations related to the use of the Agent Logic Software, the Smart Accounts and the use of any features offered thereon and to indemnify and hold us harmless from any liability arising from its failure to pay such taxes, fees, or charges.
The Agent Fees mentioned in Section 4.3 are exclusive of VAT. It is within the full discretion of us or any party levying the Agent Fees to decide whether VAT is due on such payment and whether VAT is added to the corresponding Agent Fee.
15.3 No Assignment
You shall not assign, transfer or otherwise deal with all or any of its rights or obligations under this Agreement without our prior written consent.
15.4 Entire Agreement and Severability
These Terms contain the entire agreement between us and you regarding the subject matter hereof and supersedes all understandings and agreements whether written or oral. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, these Terms shall be modified to effectuate the original intent of the parties as closely as possible.
15.5 Governing Law and Jurisdiction
These Terms shall be governed and construed in accordance with the substantive laws of Switzerland excluding the Swiss conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods shall be excluded. Any dispute arising out of or in conjunction with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of Zug, Switzerland.
15.6 Class Action Waiver
To the fullest extent permitted by any applicable law, you waive your right to participate in a class action lawsuit or a class-wide arbitration against us or any individual or entity involved in the provision of the Agent Logic Software, the operation of the Giza UI and the use of Smart Accounts.
October 30, 2024