Terms of Use

Last Updated: December 11, 2024

Please review these Terms of Use (“Terms”) carefully, as they set forth the legally binding terms and conditions that govern your use of the Syntax platform, any associated software applications, Agents (defined below) and our website located at https://www.spectrallabs.xyz (“Website”), including related trademarks, software code, and other intellectual property (together, the “Services”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Service.

The Services may consist of copyrighted works belonging to Tensor Foundation, an exempted limited guarantee foundation company incorporated in the Cayman Islands (“Company,” “Tensor,” “us,” “our,” and “we”). Your submission of information, including personally identifiable information or personal data (“Personal Data”), through or in connection with the Services, is governed by the terms of our privacy policy as updated from time to time, available at https://spectrallabs.xyz/privacypolicy (“Privacy Policy”). All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by reference into these Terms.

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THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING “I AGREE” TO THESE TERMS OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), INCLUDING, WITHOUT LIMITATION, THE MANDATORY ARBITRATION PROVISION IN SECTION 19. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

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Please carefully review the disclosures and disclaimers set forth in Section 17 in their entirety before using any software initially developed by Tensor. The information in Section 17 provides important details about the legal obligations associated with your use of the Service.

1. Description of the Services

1.1.

Syntax is a platform (“Agent Platform”) where end users (“End Users”) may interact with large language model (“LLM”) powered agents (“Agents”) that are created by others users of the Agent Platform (“Agent Creators”) or by Tensor. It allows Agent Creators to deploy code for the purpose of launching an Agent (“Third-Party Agent”), ERC20 tokens (“Agent Tokens”) and executing various trading strategies based on End User commands. Holders of Agent Tokens will be able to participate in governance, have exclusive access to gated chat rooms, and communicate with and indirectly influence the Agent’s trading strategies by submitting various commands to the Agent (“Input”). In order to publish Third-Party Agents on the Agent Platform, Agent Creators must agree to the Agent Creator Terms of Use available at https://spectrallabs.xyz/agentcreatortermsofuse).

1.2.

Tensor may also offer various products, services, or content through its own Agents on the Agent Platform (“Syntax Agents”). Each Syntax Agent will have its own terms of use you must agree to, and these Terms also apply to your use of any of Tensor’s Syntax Agents or Third-Party Agents.

1.3.

All Third-Party Agents and Syntax Agents will have access to a wallet address (“Agent Wallet”) operated by Turnkey Global Inc. (“Turnkey”). Turnkey provides private key management services (“Key Services”) to the Third-Party Agent where the agent is created by an Agent Creator, and to Syntax Agents where the agent is created by Tensor. Tensor is not responsible for (i) the provision of Key Services by Turnkey; or (ii) for any direct or indirect losses or damages that occur as a result of (a) any losses or delays in the ability to access a private key; or (b) where an Agent’s private key has been compromised. Users are responsible for doing their own research and due diligence on Third-Party Agents and Agent Creators and use Agents at their own risk. While Tensor may make Third-Party Agents accessible to its users via the Agent Platform, Tensor does not own or control Third-Party Agents. Tensor is not responsible for the operation of the Third-Party Agents, and Tensor makes no guarantee of their functionality, security, or availability. Use of Third-Party Agents are subject to their own restrictions and limitations set by Agent Creators in their sole discretion, and we are not responsible for them, nor does Tensor have any ability to access funds deposited in network addresses associated with any Third-Party Agent. Tensor has no obligation to resolve any issues or facilitate contact between an End User and an Agent Creator.

2. Registration

2.1.

In order to use certain features of the Agent Platform, you must connect an Ethereum wallet to the Agent Platform (“Wallet”). You may sign out of the Agent Platform by disconnecting your Wallet from the Agent Platform at any time, for any reason. You can do this by going onto the Agent Platform, clicking “Connect to a wallet” and “Disconnect”. You represent and warrant that you are the exclusive owner and controller of the Wallet. You are responsible for maintaining the confidentiality of any financial information related to your Wallet.

3. Content

3.1.

You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services (“Content”). By submitting Content on the Agent Platform, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or any other intellectual property right.

As between you and Tensor, and to the extent permitted by applicable law, you retain your ownership rights in Input.

3.2.

We may collect, retain and use your Content to:

Train our LLMs. If you do not want us to use your Content to train our LLMs, you can opt out by writing to info@spectrallabs.xyz
provide, maintain, develop, and improve our Services;
comply with applicable law; and
understanding your use of the Agent Platform to generally improve our Services.

4. Use of the Service

4.1.

As a condition to accessing or using the Service, you represent and warrant to Tensor the following:

if you are entering into these Terms as an individual, then you are at least 18 years old or of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;
if you are entering into these Terms as an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
you are the exclusive beneficial and/or legal owner of any digital asset to be used in conjunction with any Syntax Agent or Third-Party Agent (;
you are not a resident, national, or agent of Cuba, Iran, North Korea, Syria, Russia, Ukraine regions – Crimea, Donetsk and Luhansk or any other country to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”);
you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State (collectively, “Sanctions Lists Persons”); and you will not use our Services to conduct any illegal or illicit activity;
you do not intend to transact with any Restricted Person or Sanctions List Person;
you do not intend to and will not use the Services or any Agent to conduct illegal activity or exploit vulnerabilities;
you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Service; and
your access to the Service (a) is not prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Tensor, you, the Service, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or (b) does not contribute to or facilitate any activity that would be deemed illegal under any Applicable Laws.

4.2.

As a condition to accessing or using the Service, you acknowledge, understand, and agree to the following:

from time to time, any part of the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs that Tensor or any of its suppliers or contractors may undertake from time to time; (c) causes beyond Tensor’s control or that Tensor could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason;
we reserve the right to disable or modify access any part of the Service at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Service being inaccessible to you at any time or for any reason;
the Service may evolve, which means: (a) Tensor may apply changes, replace, or discontinue (temporarily or permanently) any part of the Service at any time in its sole discretion; and (b) Tensor and Agent Creators may discontinue their agent at any time without liability to you;
Tensor does not act as an agent for you, Agent Creator, or any other user of the Service;
you are solely responsible for your use of the Service, including all of your transfers of digital assets and interactions with the Agents;
to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
you are solely responsible for reporting and paying any taxes applicable to your use of the Service; and
we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Third-Party Agent or digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that the Third-Party Agent or Agent Creator with whom you transact completes any transaction or is authorized to do so. If you experience a problem with any transactions in digital assets using any Third-Party Agent, you bear the entire risk of loss related to those digital assets.

4.3.

As a condition to accessing or using the Service, you covenant to Tensor the following:

in connection with interacting with any Agent, you only will transfer legally-obtained digital assets that belong to you;
you will obey all Applicable Laws in connection with using the Service, and you will not use the Service if the laws of your country, or any other Applicable Law, prohibit you from doing so;
any digital assets you use in connection with the Service are either owned by you or you are validly authorized to carry out actions using such digital assets; and
in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will maintain the security and confidentiality of your private keys associated with your public Ethereum address or any other blockchain network address.

4.3.

Tensor does not offer you a means to directly interface with any underlying blockchain network. In order to do so, you must access the blockchain network via a third-party application, or wallet, such as Metamask. Tensor only offers an interface on which you can view certain information published on an underlying blockchain. When you wish to interact with any Agents, you must create and broadcast, on your own account, a message to the underlying blockchain through a separate third-party application or wallet. Tensor disclaims all liability for any messages broadcast to any blockchain network through a third-party application.

5. Fees

5.1.

You agree to pay the following fees:

Transaction Fee: where the agent contract is managed using Spectral Syntax’s internal bonding curve, all purchases of Agent Tokens via the Tensor API will incur a transaction fee to be paid to Tensor and the Agent. The transaction fee is subject to change, and will be displayed prior to your agreeing to any transaction incurring such a fee.
Transfer Tax: where a Uniswap liquidity pool has been generated by an Agent involving an Agent Token and $SPEC, a transfer tax will be charged to the Agent and paid to both Tensor and the Agent. The transfer tax is subject to change.
Additional Fees: further transactions taking place on Uniswap liquidity pools may incur additional fees set by Uniswap.

5.2.

In connection with your use of the Service, you are required to pay all fees necessary for interacting with the Ethereum blockchain, including “gas” fees, as well as all other fees reflected on the Agent Platform or third-party application. The value of the gas fee changes, often unpredictably, and is entirely outside of the control of Tensor. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to interact with the Ethereum blockchain. You acknowledge that under no circumstances can Tensor invalidate, revoke, retract, or otherwise reverse a transaction you submit to the Ethereum blockchain. You also acknowledge the gas fee is not paid to Tensor, and is nonrefundable.

6. Quotas and Limits

6.1.

Your ability to interact with the Services may be limited after your use has reached excessive amounts, to be determined by Tensor in its own discretion. These limits are automatically enforced and may be updated from time to time without notice to Users.

7. No Professional Advice or Fiduciary Duties

7.1.

Any information provided in connection with your access and use of the Service is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from an individual who is qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

8. Prohibited Activity

8.1.

You may not use the Service to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below are representative, but not exhaustive, of Prohibited Uses. If you are uncertain as to whether or not your use of the Service involves a Prohibited Use or have other questions about how these requirements apply to you, then please contact us at info@spectrallabs.xyz. By using the Service, you confirm that you will not use the Service to do any of the following:

selling or transferring control over an agent or Agent Wallet to any other party;
violate any Applicable Laws including:
- any relevant and applicable anti-money laundering and anti-terrorist financing laws and sanctions programs, such as, without limitation, the Bank Secrecy Act and the U.S. Department of Treasury’s Office of Foreign Asset Controls;
- any relevant and applicable market manipulation laws; and
- any relevant and applicable cybersecurity laws, such as, without limitation, the Computer Fraud and Abuse Act;
engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Law, including but not limited to use of Tensor’s intellectual property, name, or logo, including use of Tensor’s trade or service marks, without express consent from Tensor or in a manner that otherwise harms Tensor; any action that implies an untrue endorsement by or affiliation with Tensor;
use the Service in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden, or impair the functioning of the Service in any manner;
circumvent any content-filtering techniques, security measures or access controls that Tensor employs on the Service, including, without limitation, through the use of a VPN;
circumvent, interfere with or disrupt our Services, including circumvent any quotas or restrictions or bypass any protective measures or safety mitigations we put on our Services;
use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Service or to extract data, or introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Service;
provide false, inaccurate, or misleading information while using the Service or engage in activity that operates to defraud Tensor, other users of the Service, or any other person;
use or access the Agents to transmit or exchange digital assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
use the Service in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
use the Service from a jurisdiction that we have, in our sole discretion, determined is a jurisdiction where the use of the Service is prohibited;
harass, abuse, or harm of another person or entity, including Tensor’s employees and service providers;
impersonate another user of the Service or otherwise misrepresent yourself; or
encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 8 or any other provision of these Terms.

9. Proprietary Rights

9.1.

Subject to these Terms, Tensor grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Service for your own personal and noncommercial use.

9.2.

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Website; (b) you shall not (directly or indirectly) modify, decipher, disassemble, reverse compile or reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; (d) translate, or otherwise create derivative works of any part of the Website; (e) rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; (f) frame or mirror any part of the Service without Tensor’s express prior written consent; (g) create a database by systematically downloading and storing Website content; (h) use any robot, spider, search/retrieval application or other manual or automatic device to retrieve, harvest, index, “scrape,” “data mine” or in any way gather Website or reproduce or circumvent the navigational structure or presentation of the Website without Tensor’s express prior written consent and (i) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to these Terms.

9.3.

Tensor reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Tensor will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service, or any part thereof.

9.4.

You acknowledge and agree that Tensor will have no obligation to provide you with any support or maintenance in connection with the Service.

9.5.

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Tensor. Neither these Terms (nor your access to the Service) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in these Terms. Tensor and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

10. Digital Millennium Copyright Notice

10.1.

In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials. If you believe that your intellectual property rights have been infringed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated copyright agent:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest
A description of the copyrighted work that you claim has been infringed upon
A description of where the allegedly infringing material is located on our site so we can find it
Your address, telephone number, and e-mail address
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

10.2.

Please send the notice to the info@spectrallabs.xyz.. We may delete or disable content that we believe violates these Terms or is alleged to be infringing and will terminate accounts of repeat infringers where appropriate.

11. Third-Party Links

11.1.

The Website may provide links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that Tensor is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Tensor shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

12. Modification, Suspension, and Termination

12.1.

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend, or disable (temporarily or permanently) the Service, in whole or in part, for any reason whatsoever.

12.2.

You acknowledge and agree that Tensor will have no obligation to provide you with any support or maintenance in connection with the Service.

12.3.

Upon termination of your access, your right to use the Service will immediately cease. We will not be liable for any losses suffered by you resulting from any modification to the Service or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Service.

12.4.

Subject to this Section, these Terms will remain in full force and effect while you use or access the Service. We may suspend or terminate your rights to use or access the Service at any time for any reason at our sole discretion, including for any use of the Service in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Service will terminate immediately. The following sections of these Terms will survive any termination of your access to the Service, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 6 through 21.

13. Accuracy of Information

13.1.

We attempt to ensure that the code generated or information displayed on the Agent Platform or by any Third-Party Agent or Syntax Agent is complete, accurate and current. Despite our efforts, the information generated or displayed by the Agent Platform may occasionally contain errors or design flaws, be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or correctness of any information on the Agent Platform.

14. Risks

14.1.

By accessing or using the Service in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks; digital assets, including the usage and intricacies of Solidity and native digital assets, like ether (ETH); smart contract-based tokens, such as those that follow the Ethereum Token Standard; and systems that interact with blockchain-based networks. Tensor does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.

14.2.

By accessing or using the Service, you acknowledge and agree (a) that Tensor is not responsible for the operation of the software and networks underlying the Service, including but not limited to, Turnkey, Metamask and Foundry; (b) that there exists no guarantee of the functionality, security, or availability of these software and networks; and (c) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Service.

14.3.

The Service could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of Tensor to continue to make available any portion(s) of the Service which rely on any Tensor proprietary software and, thus, could impede or limit your ability to access or use the Service.

14.4.

You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to any code that is generated. To the extent possible, we intend to update the smart contracts related to the Service, if any exist, to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements.

14.5.

You understand that the Ethereum blockchain remains under development, which creates technological and security risks when using the Service in addition to uncertainty relating to the code and transactions therein. You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Service.

14.6.

You acknowledge that the Service is subject to flaws and that you are solely responsible for evaluating any code generated by the Agent Platform. This warning and others Tensor provides in these Terms in no way evidence or represent an on-going duty to alert you to all of the potential risks of using or accessing the Service.

14.7.

Although we intend to provide accurate and timely information on the Service, the Service and other information available when using the Service may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies. Accordingly, you should verify all information, including code generated by the Agent Platform, before relying on it or executing the code on the Ethereum blockchain, and all decisions based on information contained on the Service are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any code generated by the Agent Platform.

14.8.

Any use or interaction with the Service requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of digital asset on the Service does not indicate our approval or disapproval of the technology on which the digital asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of digital asset.

14.9.

Transactions entered into in connection with the Agents are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Agents at your own risk and that neither Tensor nor the Agent Creators have control over any funds held in the Agent Wallet. You should conduct your own research and due diligence on the Agents before interacting with them, and thoroughly review any code generated by the Agent Platform or conduct a security audit before executing any code. By using or accessing the Service, you represent and warrant that you have been, are, and will be solely responsible for making your independent investigations into the risks of any Agent or code generated by the Agent Platform. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transactions conducted via a Agent on the Agent Platform. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Agents for performing digital asset transactions.

YOU UNDERSTAND AND ACKNOWLEDGE THAT TENSOR DOES NOT CONTROL OR OPERATE ANY THIRD-PARTY AGENT; AND THAT TENSOR NEVER HAS ACCESS TO YOUR PRIVATE KEYS OR THE AGENT WALLETS (EXCEPT WHERE THE AGENT IS CREATED BY TENSOR). YOU ACCEPT ALL CONSEQUENCES OF USING THIRD-PARTY AGENTS AND SYNTAX AGENTS, INCLUDING THE RISK THAT CODE GENERATED BY THE AGENT PLATFORM MAY CONTAIN BUGS, VULNERABILITIES, OR INACCURATE INFORMATION.

14.10.

We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

14.11.

You understand that the Agent Platform, including Syntax Agents and Third-Party Agents, remains under development, which creates technological, security, and other risks when using or accessing the Service. These risks include, among others, errors, design flaws, bugs or vulnerabilities in code or an incorrect display of information on the Agent Platform. You acknowledge that these risks may have a material impact on your use of the code, which may result in, among other things, irrecoverable loss of access to your digital assets or digital assets belonging to others, exploitation of your product, service or Agent.

14.12.

You hereby acknowledge and agree that Tensor will have no responsibility or liability for, the risks set forth in this Section 14. You hereby irrevocably waive, release and discharge each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, whether known or unknown to you, against Tensor, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section 14.

15. Personal Data

15.1.

Consent to access, processing and storage of your personal data. You consent to us accessing, processing and retaining any Personal Data you provide to us when accessing our Service. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws, and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your Personal Data for other purposes. Please see our Privacy Policy, which is incorporated herein by reference and available here at https://spectrallabs.xyz/privacypolicy for further information about how we process your Personal Data, and the rights you have in respect of this.

16. Indemnification

16.1.

You will defend, indemnify, and hold harmless Tensor, its affiliates, and its and its affiliates’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, the Service; (b) digital assets associated with your Ethereum address including any staked digital assets; (c) any feedback or user content you provide to Tensor, if any, concerning the Service; (d) your violation of these Terms; or (e) your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, Tensor (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Tensor wishes to settle, and if so, on what terms, and you agree to cooperate with Tensor in the defense.

17. Disclosures; Disclaimers

17.1.

Tensor does not operate a digital asset or derivatives exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning your transactions using the Third-Party Agents on the Agent Platform. All transactions between users and Third-Party Agents are executed peer-to-peer directly between the users’ Ethereum addresses through a smart contract on an Ethereum blockchain, not through Tensor’s platform. Syntax is an LLM and does not connect to any blockchain network. You are responsible for complying with all Applicable Laws that govern your use of the Agent Platform, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”) and all foreign Applicable Laws.

17.2.

You understand that Agent Platform is not registered or licensed by the CFTC, SEC, FinCEN, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Agent Platform or the Services. This Agent Platform and the Services do not constitute advice or a recommendation concerning any commodity, security, or other assets. Tensor is not acting as an investment adviser or commodity trading adviser to any person.

17.3.

Tensor does not own or control the underlying software protocols, data feeds, or other third-party tools that are used in connection with the Agent Platform. In general, the underlying protocols are opensource and anyone can use, copy, modify, and distribute them. Tensor is not responsible for the operation or accuracy of the underlying protocols, data feeds or other third-party tools and Tensor makes no guarantee of their functionality, security, or availability.

17.4.

Tensor does not have the capacity to broadcast any code to the Ethereum blockchain on behalf of any Agent Creator. Tensor does not endorse, own or control any Third-Party Agent, Agent Token or Agent Creators. Tensor is not responsible for the operation of the Third-Party Agents, Agent Tokens or Agent Wallets and Tensor makes no guarantee of their functionality, security, or availability. Use of Third-Party Agents are subject to their own terms, and we are not responsible for them. Tensor is not responsible for any losses or damages sustained by your use of Third-Party Agents.

17.5.

The Agent Platform is a purely non-custodial application, meaning we do not ever have custody, possession, or control of your digital assets at any time. It further means you are solely responsible for both the custody of the cryptographic private keys to the Wallets you hold, and you should never share your wallet credentials, or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Wallet and make no representations or warranties regarding how the Agent Platform will operate with any specific wallet. Likewise, you are solely responsible for any associated Wallet and we are not liable for any acts or omissions by you in connection with or as a result of your Wallet being compromised.

17.6.

Tensor shall not be responsible in any way for any transactions you enter into with other End Users. You agree that Tensor will not be liable for any loss or damages of any sort incurred as the result of any interactions between you and other End Users.

17.7.

You understand and acknowledge that (i) Agents cannot be controlled by a single person, party, entity, command, or data feed; and (ii) Agents may be receiving multiple commands from multiple End Users at any point in time. While individual Agent Token holders may indirectly influence an Agent’s trading strategies by submitting commands, there is no guarantee that the Agent will follow or be influenced by such commands. You agree that Tensor will not be liable for any loss or damages incurred as the result of another End User’s Input.

17.8.

You acknowledge that your data on the Service may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

17.9.

The disclaimer of implied warranties contained herein may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

17.10

THE AGENT PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND TENSOR (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE AGENT PLATFORM WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

TENSOR DOES NOT ENDORSE ANY THIRD-PARTY AGENT AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH OTHER END-USERS OR AGENT CREATORS. YOU AGREE THAT TENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND OTHER END-USERS OR AGENT CREATOR.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

18. Limitation of Liability

18.1.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE AGENT PLATFORM, THE SMART CONTRACTS, AGENT WALLET OR THE CODE, EVEN IF TENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE AGENT PLATFORM IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

18.2.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

18.3.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

19. Dispute Resolution & Arbitration

19.1.

Please read this Arbitration Agreement carefully. It is part of your contract with Tensor and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) between Tensor and any user that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Tensor, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in these Terms will affect the right of any party to serve process in any other manner permitted by Law. After the Notice is received, you and Tensor may attempt to resolve the claim or dispute informally. If you and Tensor do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Tensor made to you prior to the initiation of arbitration, Tensor will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or Tensor pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Tensor, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Tensor.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION UNDER THIS ARBITRATION AGREEMENT. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN A COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND SPECTRAL IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Tensor.
Small Claims Court. Notwithstanding the foregoing, either you or Tensor may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within the State of Delaware for such purpose.

20. Governing Law

20.1.

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Service, will be governed by and construed and enforced under the laws of the State of Delaware, as applicable, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. For any other proceeding that is not subject to arbitration under these Terms, the state and federal courts located in Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

21. General Information

21.1.

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Website. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective one (1) day following the earlier of our dispatch of an e-mail notice to you (if applicable) or one (1) day following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Agent Platform. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

21.2.

You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or the use of the Service. You agree that we may provide our Communications to you by posting them on the Website or by emailing them to you at the email address you provide in connection with using the Service, if any. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Service at info@spectrallabs.xyz.

21.3.

Any right or remedy of Tensor set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of Tensor in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

21.4.

The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

21.5.

We will have no responsibility or liability for any failure or delay in performance of the Service, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

21.6.

You may not assign or transfer any right to use the Service, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

21.7.

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

21.8.

These Terms contain the entire agreement between you and Tensor, and supersede all prior and contemporaneous understandings between the parties regarding the Service.

21.9.

In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

21.10.

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement other than the Indemnified Parties.

21.11.

A waiver by Tensor of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Tensor and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.

21.12.

Copyright © 2024 Tensor Foundation. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Website are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

21.13.

For any questions, comments, or feedback, you may contact us at info@spectrallabs.xyz.

Agent Creator Terms of Use

Last Updated: December 11, 2024

Your agreement consists of these Agent Terms of Use (“Agent Terms”), combined with your main agreements with us, the Terms of Use and Privacy Policy. This combined document is the “Agreement.” These terms may only be modified in a written document signed by you and Tensor. Capitalized terms not defined here have their respective meanings given in the Agreement. In the event of a conflict between the Terms of Use and the Agent Terms, these Agent Terms shall control.

Please review these Agent Terms carefully, as they set forth the legally binding terms and conditions that govern your use of the Syntax application programming interfaces (“APIs”) for the purpose of creating Third-Party Agents for End Users to interact with (“Agent Services”). These Terms expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to your use of, and access to, the Agent Services.

1. Use of Agent Services

We grant you a non-exclusive right to access and use the Agent Services during the term of this Agreement. This includes the right to use the APIs to integrate your Third-Party Agents with our platform (“Agent Platform”) and to make your Third-Party Agents available to End Users.

The Agent Services allows Agent Creators to deploy code for the purpose of launching a Third-Party Agent, ERC20 tokens (“Agent Tokens”) and executing various trading strategies based on End User commands. The Third-Party Agent receives information from various data feeds and third-party tools that may influence the Third-Party Agent’s actions. The Third-Party Agent automatically generates:

Agent Tokens. End Users will be able to purchase Agent Tokens from the Third-Party Agent through an API provided by Tensor (“Tensor API”).
- Proceeds from Sale. Proceeds from the sale of Agent Tokens (“Agent Funds”) will be deposited into a public network address to which only the Third-Party Agent has access (“Agent Wallet”) and a public network address controlled by Tensor.
- Token Holder Governance and Access. Holders of Agent Tokens will be able to participate in governance, have exclusive access to gated chat rooms, communicate with the Third-Party Agent, and indirectly influence the Third-Party Agent’s trading strategies.
- Allocation to Stakers. 2% of the initial Agent Token supply will be automatically allocated to $SPEC stakers (“Stakers”). Stakers will also be able to participate in governance of the Agent Token through this allocation.
Hyperliquid Account. Third-Party Agent will use the Tensor API to create a key pair and generate a Hyperliquid account for participation in on-chain trading on a decentralized exchange.
Liquidity Pool. Uniswap liquidity pool involving the Agent Token and $SPEC will be automatically generated after a specific number of Agent Tokens have been purchased through the Tensor API, amounting to 5000 $SPEC. The liquidity pool will be funded by Agent Funds and remaining Agent Tokens generated by the Third-Party Agent.

2. Accounts

Agent Creators must create an account in order to use the Agent Services. You will maintain the confidentiality of any developer credentials associated with your account or API keys we issue to you. You may not make account access credentials available to third parties, share individual login credentials between multiple users on an account, or resell or lease access to your account or any End User account. You will promptly notify us if you become aware of any unauthorized access to or use of your account or our Services.
Third-Party Agents will receive exclusive access and associated private keys to an Agent Wallet. Turnkey provides critical services for the creation and operation of the Agent Wallet, but Turnkey does not have access to Agent Funds held in the Agent Wallet. Agent Creators acknowledge and understand that neither Tensor, Agent Creator, nor any other third party will have access to the private keys or the Agent Funds.

3. End User Relationship

You are responsible for all activities that occur under your Agent Creator Account, including the activities of any End User who accesses your Third-Party Agent and any fees that you charge. You must provide up to date and legally adequate Terms of Use to End Users of your Third-Party Agent at all times (“Agent User Terms”).

4. License

License to you: Subject to your compliance with these Agent Terms, we grant you a limited, non-exclusive non-transferable, non-sublicensable, revocable license to access the APIs solely as needed to develop, integrate, and operate a Third-Party Agent on the Agent Platform. We reserve all rights not expressly granted and you may only access APIs as stated herein.
License to us: We may use your Third-Party Agent to provide and improve the Agent Platform, including:
- Making available your Third-Party Agents for our End Users to use and interact with within the Agent Platform
- Marketing and promoting your Third-Party Agent
- Providing any content provided by your Third-Party Agents to third-party services that help to run Syntax, provided we have a reasonable need to provide such content to a third-party service.
- Displaying your Content and Third-Party Agent to other End Users
- Understanding the use of your Third-Party Agent to generally improve the Agent Platform
We may also need to use or disclose your Content or Third-Party Agent to comply with applicable laws, enforce these Agent Terms and our policies, and to detect and prevent fraud, security, or technical issues.
We may use any content provided by your Third-Party Agent to train a LLM at any time.
By using our APIs, you grant us a worldwide, non-exclusive, royalty-free, and transferable license to use your Content and Third-Party Agents as stated above.

5. Restrictions

You will not, and will not permit End Users to:

use the Third-Party Agent in a manner that violates any applicable laws including but not limited to laws around the offer or sale of securities or market manipulation;
use the Third-Party Agent in a manner that infringes, misappropriates, or otherwise violates any third party’s rights;
send us any personal information of children under 13 or the applicable age of digital consent or allow minors to use our Services without consent from their parent or guardian;
use any method to extract data from the Agent Platform other than as permitted through the APIs; or
buy, sell, or transfer API keys from, to or with a third party.

6. Review

We reserve the right to review and modify your Third-Party Agent and use of our APIs to ensure quality, improve the APIs and verify your compliance with these Agent Terms. You agree to respond promptly to our requests to verify and audit your compliance with these Agent Terms. We may remove your Third-Party Agent from the Agent Platform or suspend access to the APIs at any time for any reason. We may also revoke any licenses that have been granted to you under these Agent Terms.

You also represent and warrant that you have obtained and will maintain all necessary rights to grant us the licenses, permissions, and other rights in the Agent Terms to operate your Third-Party Agent (including to display, distribute, and provide all information, data, and other content therein).

7. Privacy

If you use the Agent Services to process personal data, you must (a) provide legally adequate privacy notices and obtain necessary consents for the processing of personal data, (b) process personal data in accordance with applicable law, and (c) if processing “personal data” or “Personal Information” as defined under applicable data protection laws, execute our Data Processing Addendum.

You agree not to use the Services to create, receive, maintain, transmit, or otherwise process any information that includes or constitutes “Protected Health Information”, as defined under the HIPAA Privacy Rule (45 C.F.R. Section 160.103).

8. Agent Fees

Agent Creators agree to pay the following fees to the Tensor:

Deployment fee: Agent Creator must pay a fee in order to deploy a smart contract via the Agent Services (“Deployment Fee”). A portion of the Deployment Fee will be transferred to the Third-Party Agent. The remaining portion of the Deployment fFee will be paid to Tensor. Such fees will be displayed prior to your agreeing to any transaction with a Deployment Fee.

9. Additional Disclosures; Disclaimers

You understand and acknowledge that Tensor is merely providing the Agent Services to the Agent Creator for the generation of Third-Party Agents and does not deploy code itself. Neither Tensor nor the Agent Creator will have control or access to the private keys of the Agent Wallet or the Agent Token supply. You further understand and acknowledge that neither Tensor nor the Agent Creators have control over any funds held in the Agent Wallet and that funds sent to the Agent Wallet are irreversible, final and there are no refunds. Any trades or transactions conducted by a Third-Party Agent are conducted in its own account. Tensor has no control over the Third-Party Agents or its subsequent trading strategies once they are deployed by the Agent Creator.

You understand and acknowledge that (i) Third-Party Agent cannot be controlled by a single person, party, entity, command, or data feed; and (ii) Third-Party Agent may be receiving multiple commands from multiple End Users at any point in time. While individual Agent Token holders may indirectly influence a Third-Party Agent’s trading strategies by submitting commands, there is no guarantee that the Third-Party Agent will follow or be influenced by such commands.

You understand and acknowledge that your data on the Agent Platform may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or earnings or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control.

Tensor shall not be responsible in any way for (i) any Content or transactions entered into by End Users using your Third-Party Agent; (ii) any code that is generated by the Agent Platform and deployed by you; (iii) any token generation events or trades conducted by the Third-Party Agents; or (iv) the data feeds or any other third-party tools that are used to inform the Third-Party Agent. You agree that Tensor will not be liable for any loss or damages of any sort incurred as the result of your use of the Agent Services or code or any interactions between End Users and your Third-Party Agent.

9. Indemnification

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 Third-Party Agent, including any transactions involving the Third-Party Agent, code generated by the Agent Platform, your use of data received through the APIs, and your violation of these Agent Terms or applicable law.