These Terms of Service (“TOS”) govern your use of premium or paid Services offered by Insight Labs (“Insight Labs,” “we,” “us,” or “our”), including advanced AI agent features, on-chain analytics subscriptions, and DeFi tools on the Naomi Platform (https://naomi.so) (“Platform”). For general access and site use, see our Terms of Use (https://naomi.so/tos).By subscribing or using paid Services, you agree to these TOS, together with our Terms of Use (https://naomi.so/), Privacy Policy (https://naomi.so/privacy), CookiePolicy(https://naomi.so/),LegalDisclaimer(https://naomi.so/legaldisclaimer), and Risk Disclosure Statement (https://naomi.so/) (collectively, the “Agreement”). You represent you have authority to bind yourself or your entity. If you do not agree, do not use paid Services.
1. SCOPE OF SERVICES AND RESTRICTIONS
1.1 Access to and Scope of Services
Subject to your compliance with these Terms and payment of any applicable fees (as described in Section 2), we will use commercially reasonable efforts to make the Services available as set forth in the Agreement. Subject to your compliance with the Agreement, you may access and use the Services for personal, non- commercial purposes as a non-custodial SaaS platform for AI agent development, on-chain intelligence, DeFi trading insights, and related features on blockchains like Solana and Hyperliquid. The Services are provided on an “as-is” beta basis and may include limitations on usage, features, or availability as specified on the Platform or in our documentation.
1.2 Beta Testing Notice
The Services are in beta and may be unstable, incomplete, or subject to change. You acknowledge that beta features may contain errors, and use is at your own risk. We reserve the right to modify, suspend, or discontinue any beta features without notice or liability.
1.3 Eligibility and Prohibited Jurisdictions
You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. You agree not to access or use the Services if you are in a prohibited jurisdiction (e.g., United States, China, Singapore, or any country subject to UN/EU/UK/US sanctions, such as Cuba, Iran, or North Korea). Use of VPNs or similar tools to circumvent restrictions is prohibited. You are solely responsible for complying with all applicable laws, including export controls and sanctions.
1.4 Restrictions
You will use the Services only in accordance with all applicable laws, including those related to data privacy, virtual assets (VAs), and anti-money laundering
(AML). You agree not to, and will not allow any third party to: (i) remove or alter any proprietary notices or labels from the Services; (ii) reverse engineer, decompile, disassemble, or attempt to discover the underlying structure, ideas, or algorithms of the Services; (iii) rent, resell, or allow third-party access to or use of the Services; (iv) use the Services in any manner inconsistent with the Agreement or for illegal activities; or (v) Breaches may result in immediate suspension or termination.
1.5 Ownership
We retain all right, title, and interest in and to the Services, documentation (“Documentation”), our Confidential Information, any improvements or derivative works, and all other intellectual property created, used, provided, or made available under the Agreement (collectively, “Insight Labs IP”). You may provide suggestions, comments, or feedback (“Feedback”) regarding the Services, and you grant us a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use such Feedback for any purpose.
1.6 User Content and Data
You are solely responsible for any data, information, or material you provide, upload, or submit to the Services (“User Content”), including compliance with applicable laws and the Agreement. User Content does not include public blockchain data analysed via on-chain intelligence. You retain ownership of User Content but grant us a worldwide, non-exclusive, royalty-free license to use, host, store, and process it as necessary to provide the Services. We may irretrievably delete User Content 30 days after termination. For details on data handling, see our Privacy Policy (https://www.naomi.so/privacy).
1.7 Telemetry Data
We may collect anonymized data about your use of the Services (e.g., usage patterns, performance metrics) (“Telemetry Data”) to improve the Services and monitor compliance. Telemetry Data excludes User Content and is aggregated/anonymized per our Privacy Policy (https://www.naomi.so/privacy) and Cookie Policy (https://www.naomi.so/cookiepolicy).
1.8 Personal Data
Exchange of personal information (“PII”) is not required for the Services. If you provide PII, it is governed by our Privacy Policy (https://www.naomi.so/privacy).
1.9 Support
We provide support as described in our Support Policy (available at https://naomi.so/support) (“Support Policy”), which may include email or in-app assistance. Beta users receive limited support.
1.10 Service Suspension
We may suspend your access to the Services: (a) immediately if we reasonably believe it poses a security risk or adversely impacts the Services; (b) immediately if you become insolvent or subject to bankruptcy proceedings; (c) after 30 days’ notice if you breach the Agreement (uncured); or (d) if fees are
overdue. Overdue amounts (30+ days) may accelerate all obligations and trigger suspension until paid.
2. FEES, TAXES, AND PAYMENTS
2.1 Fees
The Services are free for basic access, but premium features (e.g., advanced AI agents) may require fees as specified on the Platform or in orders (“Fees”). We earn referral fees from integrations (e.g., 10 basis points on Hyperliquid perpetual trades, 100 basis points on spot trades) but do not charge users directly for trades. All Fees are non-refundable except as required by law.
2.2 Payment Terms
Fees are billed via the method selected (e.g., credit card, crypto). You authorize recurring payments if applicable. Late payments accrue 1.5% monthly interest. You are responsible for all taxes except those on our net income.
2.3 Authorized Resellers
Not applicable; all transactions are direct with us.
3. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of the other’s non-public information (“Confidential Information”) disclosed under the Agreement and use it only for permitted purposes. This does not apply to information that is public, independently developed, or required to be disclosed by law. Obligations survive termination for 3 years.
4. INTELLECTUAL PROPERTY
As between us, we own all Insight Labs IP. You own User Content but grant us the licenses in Section 1.6. No other licenses are implied. See our Legal Disclaimer (https://www.naomi.so/legaldisclaimer) for third-party integrations (e.g., Hyperliquid, Privy, TradingView).
5. INDEMNIFICATION
5.1 Your Indemnity
You will indemnify, defend, and hold us harmless from claims arising from: (a) your User Content; (b) your violation of laws or the Agreement; or (c) your use of the Services infringing third-party rights.
5.2 Our Indemnity
Subject to Section 7, we will indemnify you against claims that the Services infringe third-party IP rights, provided you promptly notify us and allow us to control the defence. Exclusions: (a) combination with User Content; (b) non-
Insight Labs products; or (c) your modifications. Our sole obligation is to procure rights, modify, or replace infringing elements.
5.3 Procedure
The indemnified party must notify promptly (within 30 days), cooperate, and allow the indemnifier to control defence/settlement (with reasonable consent). No settlement without consent if admitting liability.
6. WARRANTY AND DISCLAIMER
6.1 Warranty
The Services, when used per the Documentation and Agreement, will materially conform to the Documentation during the term.
6.2 Remedies
Report breaches to us; our sole remedy is correction to minimize impact.
6.3 Disclaimer
EXCEPT AS IN 6.1, THE SERVICES ARE PROVIDED “AS IS.” WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NON-INFRINGEMENT. SEE RISK DISCLOSURE STATEMENT (https://www.naomi.so/rds) FOR VA/AI RISKS AND LEGAL DISCLAIMER (https://www.naomi.so/legaldisclaimer) FOR NO FINANCIAL ADVICE.
7. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA. OUR TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM (MINIMUM $100 IF NO FEES)
8. MISCELLANEOUS
8.1 Arbitration
Disputes shall be resolved by binding individual arbitration in Ras Al Khaimah, UAE, under RAK DAO rules (no class actions). You waive jury trial rights.
8.2 Export Control
You comply with all export laws regarding the Services and User Content. You indemnify us for violations.
8.3 Compliance with Laws
You comply with all laws in using the Services and handling User Content, including privacy/AML. You indemnify us for violations.
8.4 Assignment
We may assign without consent (e.g., merger); you may not without our written consent.
8.5 Force Majeure
No liability for delays due to events beyond control (e.g., acts of God, blockchain outages), excluding payment obligations. If >30 days, either may terminate.
Governed by RAK DAO/UAE laws, without conflicts. Disputes in Ras Al Khaimah courts or arbitration (per 8.1).
8.9 Entire Agreement
This Agreement is the full understanding, superseding priors. Amendments in writing or via Platform updates (with notice). Invalid provisions severed. For questions, contact support@insightlabs.me.