Terms of Service

For the purposes of these Terms, the following terms shall have the meanings set forth below:

1.1."Attendee" means any Participant who has purchased a valid ticket to an Event and has been granted access to attend.

1.2."Sponsor" means any Participant who has purchased a Silver, Gold, Diamond, or custom sponsorship package for an Event.

1.3."Content" means any text, images, logos, videos, presentations, materials, submissions, or other information provided by a Participant to Zedit or shared within an Event.

1.4."Matchmaking System" means the artificial-intelligence-assisted introduction and pairing functionality offered by Zedit as part of the LayerSeek Event experience.

1.5."Onboarding Form" means the post-purchase questionnaire that Participants are required to complete to access the full functionality of the Matchmaking System.

1.6."Virtual Venue" means the digital environment in which Events are hosted, provided by third-party service providers as further described in Section 11.

1.7.References to statutes, regulations, or codes shall be construed as references to such statutes, regulations, or codes as amended, replaced, or re-enacted from time to time.

1.8.Headings are for convenience only and shall not affect the interpretation of these Terms.

2.1.Eligibility. To purchase a ticket, sponsorship, or otherwise participate in an Event, you represent and warrant that you:

1. (a)are at least eighteen (18) years of age;
2. (b)have full legal capacity to enter into binding contractual obligations under the laws applicable to you;
3. (c)are purchasing on your own behalf or possess express authority to purchase and enter into these Terms on behalf of the entity you represent;
4. (d)are not located in, ordinarily resident in, or acting on behalf of any entity located in, any jurisdiction subject to comprehensive economic sanctions administered by the United Nations, United States of America, United Kingdom, European Union, or United Arab Emirates; and
5. (e)are not listed on, or acting on behalf of any person or entity listed on, any sanctions or restricted-party list maintained by the authorities referenced in Section 2.1(d).

2.2.Verification. Zedit reserves the right to verify your eligibility at any time prior to or during any Event and to require you to provide such information and documentation as Zedit may reasonably request for such purpose.

3.1.Right of Refusal. Zedit reserves the right, in its sole and absolute discretion, to refuse, revoke, suspend, or restrict access to any Event, the Website, the Matchmaking System, or any related service, in respect of any Participant, at any time and without notice, including but not limited to circumstances in which:

1. (a)the Participant is, in Zedit’s reasonable determination, a direct competitor of Zedit or is affiliated with a direct competitor of Zedit;
2. (b)the Participant has previously engaged in conduct that Zedit considers, in its reasonable determination, to have been detrimental to prior Events, other Participants, Sponsors, or the reputation and interests of Zedit;
3. (c)the Participant is reasonably suspected of purchasing access for the purpose of scraping, harvesting, or aggregating data or contact information, distributing unsolicited communications, or otherwise acting in bad faith;
4. (d)the Participant has provided false, misleading, inaccurate, or incomplete information at any stage of registration, onboarding, or participation;
5. (e)the Participant is in breach of these Terms, the Code of Conduct set out in Section 6, or the Prohibited Use provisions set out in Section 7; or
6. (f)Zedit is required by applicable law, regulation, or order of a competent authority to refuse or revoke access.

3.2.Consequences of Refusal or Revocation.

1. (a)Where access is refused prior to the commencement of an Event under this Section 3, Zedit shall refund the Participant the full purchase price paid for such access in accordance with the Refund Policy.
2. (b)Where access is revoked during or after an Event as a result of a breach of these Terms, the Code of Conduct, or the Prohibited Use provisions, no refund shall be payable to the Participant.

4.1.Function of the Matchmaking System. Zedit offers the Matchmaking System as an assistive introduction tool designed to facilitate connections between Participants based on stated business development objectives, offerings, and criteria provided by Participants themselves.

4.2.Assistive Nature. You acknowledge and agree that the Matchmaking System is an assistive, discretionary feature provided on a best-efforts basis and does not constitute a core, essential, or guaranteed element of the Event. The Matchmaking System operates on the basis of self-reported information provided by Participants through the Onboarding Form and does not independently verify the accuracy, truthfulness, identity, credentials, financial standing, regulatory status, or business legitimacy of any Participant.

4.3.Right to Modify, Suspend, or Withdraw. Zedit reserves the right, in its sole discretion and without liability to any Participant, to modify, suspend, restrict, degrade, or withdraw access to the Matchmaking System, in whole or in part, at any time and for any reason, including without limitation:

1. (a)technical malfunction, defect, outage, or performance degradation affecting the Matchmaking System or any underlying infrastructure, software, or third-party service on which it depends;
2. (b)unforeseen operational, security, or capacity constraints;
3. (c)misuse or suspected misuse of the Matchmaking System by any Participant;
4. (d)changes in applicable law, regulation, or the terms of service of any third-party provider on which the Matchmaking System depends; or
5. (e)any other circumstance in which Zedit reasonably determines that the continued operation of the Matchmaking System is impracticable or inadvisable.

4.4.No Refund for Matchmaking Unavailability. Modification, suspension, degradation, or withdrawal of the Matchmaking System pursuant to Section 4.3 shall not constitute a material failure of the Event and shall not entitle any Participant to any refund, credit, or compensation, provided that Zedit uses commercially reasonable efforts to restore functionality or provide reasonable alternatives where feasible.

4.5.Onboarding as Condition of Access. Access to the full functionality of the Matchmaking System, including without limitation the receipt of match recommendations, the ability to initiate one-to-one meeting bookings, and inclusion within other Participants’ match pools, is expressly conditioned upon the completion in full of the Onboarding Form by the deadline communicated by Zedit at the time of purchase or shortly thereafter.

4.6.Consequences of Non-Completion. Participants who fail to complete the Onboarding Form by the applicable deadline shall:

1. (a)retain access to the Virtual Venue for the duration of the Event;
2. (b)not receive AI-generated match recommendations;
3. (c)not appear in other Participants’ match suggestions or discovery pools; and
4. (d)have limited or no ability to book one-to-one meetings through the Matchmaking System.

4.7.No Refund for Non-Completion. Failure to complete the Onboarding Form, whether wholly or in part, shall not constitute grounds for any refund, credit, or compensation of any kind.

4.8.No Guarantee of Outcome. You acknowledge and agree that:

1. (a)Zedit makes no representation, warranty, or guarantee, whether express or implied, that the Matchmaking System will produce introductions suitable to your objectives, or that your participation in any Event will result in any specific commercial, financial, or other outcome, including without limitation grants, integrations, partnerships, investments, hires, acquisitions, or contractual arrangements;
2. (b)Zedit does not verify the accuracy, completeness, or truthfulness of information provided by Participants through the Onboarding Form or otherwise, and each Participant remains solely responsible for conducting its own due diligence in respect of any counterparty introduced or otherwise encountered;
3. (c)Zedit is not a party to any agreement, arrangement, transaction, or understanding reached between Participants during or after any Event; and
4. (d)Zedit does not receive, and shall not be entitled to receive, any commission, brokerage, success fee, referral fee, or other compensation of any kind in respect of any transaction concluded between Participants introduced through the Matchmaking System.

4A.1.Verification of Participants. Zedit may, at its sole discretion, request that Participants verify their identity, affiliation, authority to represent an organization, or other credentials through official or reasonable channels, including without limitation corporate email domains, official social media accounts, on-chain signatures, verified organizational contact points, or documentary evidence.

4A.2.Cooperation with Verification. Participants agree to cooperate in good faith with reasonable verification requests initiated by Zedit before or during any Event. Zedit reserves the right to refuse, suspend, or revoke access to any Event, the Matchmaking System, or any related service in respect of any Participant who declines to cooperate with such verification, or who fails to satisfy Zedit’s reasonable verification requirements.

4A.3.No Guarantee to Other Participants. Notwithstanding any verification steps that Zedit may undertake, you acknowledge and agree that:

1. (a)verification is conducted, if at all, on a best-efforts basis and is not exhaustive, forensic, or conclusive;
2. (b)Zedit does not warrant, represent, or guarantee to any Participant that any other Participant has been verified, or that any verification undertaken is accurate, current, or complete;
3. (c)verification of any Participant does not constitute an endorsement, recommendation, or vouching by Zedit for the integrity, credentials, business legitimacy, or trustworthiness of that Participant; and
4. (d)unknown and unforeseeable risks, including without limitation sophisticated impersonation, credential compromise, and misrepresentation by third parties, may exist in respect of any Participant, notwithstanding any verification that may have been undertaken.

4A.4.No-Show and Non-Participation. In the event that a Participant, having purchased a ticket or sponsorship, fails to attend or participate in the Event without prior notice to Zedit, or fails to complete the Onboarding Form and cooperate with reasonable verification requests, Zedit reserves the right, in its sole discretion, to:

1. (a)treat the ticket or sponsorship as forfeited without refund;
2. (b)reallocate the corresponding seat, table, booth, floor, speaker slot, or other entitlement to another Participant, prospective attendee, or waitlisted applicant, whether on a comped, discounted, or full-fee basis; and
3. (c)exclude the non-participating Participant from priority allocations, early-access windows, or other benefits offered in respect of future Events.

4A.5.No Compensation for Reallocation. Reallocation of forfeited entitlements pursuant to Section 4A.4 shall not entitle the original Participant to any refund, credit, transfer, compensation, or other remedy.

5.1.Delivery of Assets. Sponsors agree to provide all creative, technical, and personnel materials required for their sponsorship package, including without limitation logos, banners, presentation content, speaker biographies, embedded media, and team member information, in accordance with the specifications and by the deadlines communicated by Zedit.

5.2.Attendance. Sponsors shall procure that their designated team members complete the Onboarding Form and attend the Event on the scheduled date and time.

5.3.Late or Non-Delivery. Where a Sponsor fails to deliver required materials by the specified deadlines, Zedit shall have no obligation to modify, redesign, or reproduce such materials and reserves the right to display the Sponsor’s booth, floor, or table with reduced functionality or with placeholder materials. Late delivery shall not constitute grounds for any refund, credit, or reduction in fees.

5.4.Content Standards. Sponsors shall not use their sponsorship placement to display, distribute, or promote content prohibited under Section 7 or in violation of applicable law.

5.5.Diamond Sponsor Featured Protocols. Diamond Sponsors who elect to feature third-party protocols under their dedicated floor shall be responsible for procuring that such featured protocols comply with these Terms and the Code of Conduct. Zedit reserves the right to remove any featured protocol from a Diamond Sponsor floor for breach of these Terms or the Code of Conduct, without any obligation to refund, substitute, or provide replacement placements.

5.6.No Carry-Forward. Unused Sponsor seats, booth allocations, speaker slots, or other entitlements shall not carry forward to any subsequent Event and shall be deemed forfeited following the conclusion of the applicable Event.

6.1.All Participants, including Attendees, Sponsors, speakers, and their respective representatives, shall:

1. (a)conduct themselves with professionalism, courtesy, and respect toward all other Participants and Zedit personnel;
2. (b)refrain from harassment, discrimination, intimidation, threats, or abusive conduct of any kind, whether based on race, ethnicity, nationality, religion, gender, sexual orientation, disability, age, or any other characteristic;
3. (c)refrain from displaying, sharing, or distributing sexually explicit content, hate speech, content promoting or glorifying violence, or content otherwise offensive to a reasonable business audience;
4. (d)refrain from unsolicited mass solicitations, spam, phishing attempts, or the scraping or aggregation of other Participants’ contact information or personal data;
5. (e)refrain from impersonating any other person, protocol, project, or organization, or from misrepresenting their affiliation or authority;
6. (f)refrain from disrupting sessions, sabotaging the Matchmaking System, or otherwise interfering with the orderly conduct of the Event; and
7. (g)comply with reasonable instructions issued by Zedit personnel during the Event.

6.2.Enforcement. Breach of this Section 6 may result in immediate revocation of access without refund and permanent exclusion from future Events. Serious breaches may be reported to relevant authorities where warranted.

7.1.You shall not use any Event, the Website, the Virtual Venue, the Matchmaking System, or any Content or information obtained through participation in any Event to:

1. (a)distribute malware, phishing links, fraudulent content, or malicious code;
2. (b)promote projects that Zedit reasonably determines to constitute financial fraud, Ponzi schemes, market manipulation, or misrepresentations of yield, backing, team credentials, or technical claims;
3. (c)solicit personal loans, personal investments, or gifts from other Participants;
4. (d)engage in recruitment for any purpose that violates applicable law;
5. (e)reproduce, redistribute, resell, broadcast, or publicly display recordings, session content, Participant lists, or attendee data without Zedit’s prior written consent;
6. (f)extract, scrape, aggregate, or otherwise collect other Participants’ contact information, personal data, or business information for use outside the scope of the Event or in a manner inconsistent with the reasonable expectations of the affected Participants; or
7. (g)reverse-engineer, decompile, copy, replicate, or create derivative works of the LayerSeek platform, Matchmaking System, or Event format.

8.1.Zedit Intellectual Property. The names "LayerSeek" and "Zedit," together with the associated logos, trade marks, service marks, event formats, Matchmaking System, marketing materials, session recordings, software, code, designs, and all other intellectual property rights in and to LayerSeek and the Website (collectively, "Zedit IP") are and shall remain the sole and exclusive property of Zedit. Nothing in these Terms shall be construed as granting you any license, right, or interest in the Zedit IP, other than the limited, non-transferable, non-exclusive right to access and participate in the Event for which you have purchased a valid ticket or sponsorship.

8.2.Participant Content. You shall retain all right, title, and interest in and to any Content you submit to Zedit or share within an Event. By submitting Content, you hereby grant Zedit a worldwide, non-exclusive, royalty-free, sub-licensable license to use, reproduce, display, distribute, modify (solely for formatting purposes), and communicate such Content for the purposes of promoting, delivering, documenting, and archiving the Event and future Events, including in marketing materials, case studies, recap publications, and social media.

8.3.Marketing Use of Participant Identifiers. You grant Zedit the right to use your name, logo, protocol name, organization name, and the fact of your participation in an Event, in Zedit’s marketing materials in respect of the applicable Event and future Events, unless you provide Zedit with written notice objecting to such use at the time of Onboarding Form submission.

8.4.Event Recordings. Zedit records main-stage sessions, keynote presentations, and other portions of Events as it deems appropriate. By attending an Event, you consent to being recorded in the course of such sessions and to the use of such recordings by Zedit in accordance with Section 8.2 above. One-to-one private conversations at networking tables shall not be recorded by Zedit.

9.1.Zedit’s collection, processing, and use of your personal data is governed by Zedit’s Privacy Policy, available at layerseek.io/policy/privacy, which is incorporated herein by reference. By purchasing a ticket, submitting an Onboarding Form, or otherwise participating in an Event, you consent to the collection, processing, storage, and disclosure of your personal data as described in the Privacy Policy, including the sharing of relevant information with other Participants through the Matchmaking System for the purposes of facilitating introductions.

9.2.Accuracy. You are solely responsible for the accuracy, completeness, and lawfulness of any information you provide to Zedit. Provision of false, misleading, or unlawfully obtained information constitutes grounds for revocation of access under Section 3.

10.1.Payment Providers. All payments in respect of tickets and sponsorships are processed by Zedit’s authorized third-party payment providers, which currently include Stripe, Inc. for card payments and Copperx for cryptocurrency payments. Your use of such payment providers is subject to their respective terms of service, in addition to these Terms.

10.2.Refund Policy. Cancellation, rescheduling, and refund matters are governed exclusively by the LayerSeek Refund Policy, available at layerseek.io/policy/refunds, which forms part of, and is incorporated by reference into, these Terms.

11.1.Events are delivered through platforms and services provided by third parties, which currently include, without limitation, our virtual event service provider (Virtual Venue), Luma (ticketing and registration), Stripe (card payment processing), and Copperx (cryptocurrency payment processing). Zedit shall not be liable for any outage, defect, malfunction, security incident, or breach of terms attributable to any such third party, provided that Zedit shall use commercially reasonable efforts to mitigate the impact of any such issue on the Event.

11.2.You may be required to accept the terms of service, acceptable use policies, and privacy policies of such third-party providers in order to participate in an Event. Your acceptance of and compliance with such third-party terms is your sole responsibility.

12A.1.Introductions Made at Participant’s Own Risk. You acknowledge and agree that all introductions, connections, conversations, contacts, and other interactions arising from or in connection with any Event, whether facilitated by the Matchmaking System, at networking tables, at sponsor booths, in keynote or session interactions, in follow-up communications, or otherwise, are undertaken by you at your own discretion, on your own initiative, and entirely at your own risk.

12A.2.No Endorsement. The presence or participation of any person, organization, protocol, foundation, chain, sponsor, speaker, or other entity in any Event does not constitute, and shall not be construed as, an endorsement, recommendation, vouching, or approval by Zedit of such person, organization, protocol, foundation, chain, sponsor, speaker, or entity, or of their credentials, products, services, representations, or business practices.

12A.3.No Advice. No statement, communication, presentation, session, introduction, match recommendation, or other content made available or exchanged in connection with any Event, whether by Zedit, by any Participant, by any speaker, or by any third party, shall constitute or be construed as:

1. (a)financial, investment, trading, or portfolio advice;
2. (b)legal, tax, accounting, or regulatory advice;
3. (c)a recommendation to buy, sell, hold, subscribe to, or transact in any token, asset, security, financial instrument, or product;
4. (d)an offer, solicitation, or invitation to invest, contract, or transact; or
5. (e)any other form of professional advice or recommendation.

You are advised to seek independent, qualified, licensed professional advice before making any decision or entering into any commitment on the basis of information or connections obtained through any Event.

12A.4.Independent Due Diligence. You are solely responsible for conducting your own thorough and independent due diligence in respect of any person, organization, protocol, foundation, chain, sponsor, speaker, or other counterparty with whom you interact, transact, contract, or otherwise engage as a result of, in connection with, or following any Event. Such due diligence shall include, without limitation, verification of identity, corporate standing, authority to contract, regulatory status, financial standing, ownership structure, technical claims, and any other matter material to your decision to engage.

12A.5.Impersonation and Misrepresentation Risk. You acknowledge and agree that:

1. (a)the environments in which LayerSeek Events operate, including the broader Web3, cryptocurrency, and decentralized finance ecosystems, are known to be exposed to elevated risks of impersonation, identity fraud, credential compromise, phishing, social engineering, and misrepresentation by malicious actors;
2. (b)notwithstanding any measures Zedit may implement, including but not limited to Participant verification under Section 4A, it is possible that persons participating in an Event may misrepresent their identity, affiliation, authority, credentials, or intentions;
3. (c)Zedit shall not be liable, whether in contract, tort (including negligence), statute, or otherwise, for any loss, damage, cost, or expense of any kind arising directly or indirectly from any Participant, third party, or other person having misrepresented themselves, having impersonated another person or organization, having provided false or misleading information, or having otherwise acted in bad faith, whether such misrepresentation was discoverable through reasonable due diligence or not; and
4. (d)you shall not rely on Zedit, the Matchmaking System, or Participant verification as a substitute for your own due diligence, security practices, and risk management in dealings with any counterparty.

12A.6.Transactions Between Participants. Any agreement, understanding, transaction, transfer of value, contract, joint venture, partnership, investment, grant, integration, acquisition, employment, or other arrangement entered into between Participants, or between a Participant and any third party, arising from or in connection with any Event:

1. (a)is entered into solely between the parties to that agreement or arrangement;
2. (b)is entered into on such parties’ own account, at their own discretion, and entirely at their own risk;
3. (c)does not involve Zedit as a party, agent, intermediary, broker, escrow agent, custodian, or fiduciary;
4. (d)is not warranted, endorsed, guaranteed, or underwritten by Zedit in any manner; and
5. (e)shall not give rise to any claim, right, remedy, or cause of action against Zedit, howsoever arising.

12A.7.Release. To the maximum extent permitted by applicable law, you hereby release, waive, and discharge Zedit, its officers, directors, employees, contractors, agents, and affiliates from any and all claims, demands, actions, damages, losses, costs, and expenses arising out of or in connection with any introduction, interaction, transaction, or arrangement entered into with any Participant or third party as a result of your participation in any Event.

13.1.Aggregate Cap. To the maximum extent permitted by applicable law, the aggregate liability of Zedit, its officers, directors, employees, contractors, agents, and affiliates to you, arising out of or in connection with these Terms, your purchase, your participation in any Event, or your use of the Website, the Virtual Venue, or the Matchmaking System, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total amount actually paid by you to Zedit in respect of the specific Event to which the claim relates.

13.2.Excluded Damages. In no event shall Zedit be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of business, loss of business opportunities, loss of data, loss of goodwill, or reputational harm, whether or not Zedit has been advised of the possibility of such damages and regardless of the theory of liability.

13.3.Non-Excludable Liability. Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited under applicable mandatory law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

14.1.You agree to indemnify, defend, and hold harmless Zedit, its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, actions, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or in connection with:

1. (a)your breach of these Terms, the Code of Conduct, or the Prohibited Use provisions;
2. (b)your violation of any applicable law or regulation, or the rights of any third party;
3. (c)any Content, materials, statements, or representations you provide to Zedit or share within any Event; or
4. (d)any dispute, claim, or controversy between you and any other Participant, Sponsor, or third party arising from your participation in, or connections made through, any Event.

15.1.Governing Law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation, shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied within the Ras Al Khaimah Digital Assets Oasis, without regard to conflict of laws principles.

15.2.Arbitration. Subject to Section 15.3, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be finally resolved by arbitration administered under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Ras Al Khaimah, United Arab Emirates. The language of the arbitration shall be English. The tribunal shall consist of a sole arbitrator appointed in accordance with the said Rules. The award rendered shall be final and binding on the parties.

15.3.Injunctive Relief and IP Enforcement. Notwithstanding Section 15.2, Zedit reserves the right to seek injunctive or equitable relief, or to enforce its intellectual property rights, in any court of competent jurisdiction.

15.4.Non-Waivable Rights. Nothing in this Section 15 shall limit any statutory right you may have to bring a dispute in the courts of your habitual residence where such right cannot be waived by contract.

16.1.Zedit reserves the right to amend, modify, or supplement these Terms from time to time. Material amendments shall be notified to registered Attendees by electronic mail and shall be published on the Website. Your continued participation in any Event or use of the Website following the effective date of any amendment shall constitute acceptance of the amended Terms. The version of the Terms in effect as of the date of your purchase shall govern that purchase.

17.1.Entire Agreement. These Terms, together with the Refund Policy and Privacy Policy incorporated herein by reference, constitute the entire agreement between you and Zedit in respect of the subject matter hereof and supersede all prior agreements, understandings, communications, and representations, whether oral or written.

17.2.Severability. If any provision of these Terms is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect. The severed provision shall be replaced by an enforceable provision that most closely reflects the original intent of the parties.

17.3.No Waiver. No failure or delay by Zedit to exercise any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right, power, or remedy.

17.4.Assignment. You may not assign, transfer, or delegate your rights or obligations under these Terms without the prior written consent of Zedit. Zedit may assign or transfer its rights and obligations under these Terms to any successor entity or affiliate without your consent.

17.5.Notices. Any notice required or permitted to be given under these Terms shall be in writing and shall be delivered by electronic mail to the addresses set forth in Section 18 (in the case of notices to Zedit) or to the electronic mail address associated with your registration (in the case of notices to you).

17.6.No Third-Party Beneficiaries. These Terms are for the benefit of you and Zedit only and do not confer any rights on any third party.

17.7.Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, as further described in the Refund Policy.

For any queries regarding these Terms, please contact: