Elsa AI Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you ("User," "you") and Elsa AI Ltd., a company incorporated under the laws of the British Virgin Islands (BVI) with its registered office in Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands ("Elsa AI," "HeyElsa", "we," "us," or "our"), governing your access to and use of the Elsa AI platform located at https://www.heyelsa.ai (the "Site") and related tools and services (collectively, the "Services").

By accessing or using the Site, you confirm that you understand and agree to be bound by these Terms. If you do not agree, you must not access or use the Site.

2. Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts under the laws of your jurisdiction to use the Services. By using the Site, you represent and warrant that you meet this requirement.

3. Non-Custodial Tool-Based Platform

Elsa AI provides informational and analytical tools for interacting with digital assets and decentralized networks. You acknowledge and agree that:

  • Elsa AI does not provide custody of any digital assets, wallets, or private keys;
  • All transactions are initiated and authorized by you via third-party wallets, over which Elsa AI has no access or control;
  • Elsa AI is a non-custodial, interface-only solution and does not operate any underlying blockchain protocols.

You bear full responsibility for safeguarding your private keys, wallet credentials, and funds.

4. No Fiduciary Relationship; No Investment Advice

Elsa AI is not licensed or regulated as a financial advisor, broker-dealer, fund manager, or investment business under the Securities and Investment Business Act (SIBA), 2010 (as amended) of the BVI.

Accordingly:

  • No fiduciary duties exist between you and Elsa AI under equity or common law;
  • Nothing on the Site constitutes or shall be construed as investment advice, a recommendation, or solicitation to buy, sell, or hold any asset;
  • Use of the Site is at your own discretion and risk, and you are solely responsible for all decisions and outcomes.

You should obtain independent financial, legal, or tax advice prior to any transaction or reliance on any information provided by the Site.

5. Prohibited Conduct

You agree not to:

  • Violate any applicable laws or regulations, including but not limited to sanctions laws or anti-money laundering laws;
  • Infringe on the intellectual property rights or privacy rights of any third party;
  • Introduce or transmit viruses, worms, malware, or harmful code;
  • Use the Site for unauthorized commercial activities, solicitation, or fraud;
  • Attempt to interfere with the Site's normal functioning or network integrity.

6. Intellectual Property

All content, code, design elements, and trademarks displayed on the Site are the exclusive property of Elsa AI or its licensors, and are protected under applicable intellectual property laws. You may not reproduce, redistribute, or create derivative works without express written consent.

7. Fees and Digital Wallets

Wallet Connectivity

Use of the Services may require connection to a third-party digital wallet (e.g., MetaMask). Elsa AI:

  • Does not store or have access to your wallet, seed phrase, or private keys;
  • Cannot recover lost credentials or reverse transactions.

Fees

Certain features or transactions may be subject to protocol-level fees or service fees. All fees are non-refundable, unless otherwise explicitly stated.

8. Disclaimers

To the maximum extent permitted under BVI law, the Site and Services are provided "as is" and "as available", without warranties of any kind, express or implied. Elsa AI disclaims all warranties, including:

  • Merchantability and fitness for a particular purpose,
  • Accuracy, reliability, or completeness of content or data,
  • Security of the Site or its continued availability.

No assurance is made that any tool will generate profits, protect from losses, or perform as intended.

9. Limitation of Liability

To the fullest extent permitted under BVI law, Elsa AI and its directors, officers, employees, contractors, or affiliates shall not be liable for:

  • Any indirect, consequential, incidental, or special damages,
  • Loss of profits, revenue, goodwill, business opportunities, or data,
  • Unauthorized access to your wallet or data,
  • Errors, bugs, or disruptions in the Site or blockchain protocols.

In no event shall our total liability to you exceed US$100 or the amount you paid to Elsa AI in the last 12 months, whichever is greater.

10. Indemnification

You agree to fully indemnify, defend, and hold harmless Elsa AI, its affiliates, and officers from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of:

  • Your use of the Site or Services;
  • Your breach of these Terms;
  • Your violation of any third-party rights or applicable laws.

11. Dispute Resolution and Governing Law

These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of laws principles.

Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms shall be finally resolved by arbitration under the BVI Arbitration Act, 2013. The arbitration:

  • Shall take place in the British Virgin Islands,
  • Shall be conducted in English,
  • Shall be administered by a recognized arbitral institution agreed between the parties or appointed by a BVI court,
  • May result in an award enforceable under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Each party waives any right to trial by jury or to participate in a class action.

12. Modifications

Elsa AI may amend these Terms at any time, in its sole discretion. Updated Terms will be posted on the Site, and your continued use constitutes your acceptance of any amendments.

Elsa AI may also suspend, withdraw, or modify any part of the Site or Services without notice and without liability.

13. General Provisions

  • Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • No Waiver: Failure by Elsa AI to enforce any right or provision shall not be deemed a waiver of such right or provision.
  • Entire Agreement: These Terms, along with our Privacy Policy, constitute the entire agreement between you and Elsa AI regarding the use of the Site.

14. Contact Information

If you have any questions or concerns about these Terms, you may contact us at: [email protected]