Protocol Terms

1. Introduction

These Terms of Use (the "Terms") are issued by Arcus Labs Ltd, a Cayman Islands exempted company  (the "Company," also referred to herein as "Arcus," "we," "us," or "our").

These Terms provide the terms and conditions under which you, whether personally or on behalf of an entity ("you" or "your"), are permitted to access, interact with, or otherwise use the blockchain-based smart contract protocol known as the Arcus Protocol (the "Protocol"), operated on the source chain (the "Settlement Layer"), and any application programming interfaces provided by Arcus to enable programmatic access to the Protocol (the "API"), including all services, features and functionality provided in connection therewith (collectively, the "Services"). The Protocol may also be accessed through interfaces and access points operated by third parties, including the web-based interface and mobile application operated by Pocket Protector Labs Inc., an entity affiliated with and under common control with Arcus, which is subject to separate Interface Terms of Use and Privacy Policy in addition to these Terms. 

The Terms include all annexes appended hereto, each of which is incorporated herein by reference and forms part of these Terms. By accessing or using any of the Services, you acknowledge and agree to be bound by these Terms including the applicable annex. In the event of any conflict between an annex and the main body of these Terms, the main body will prevail unless the annex expressly provides otherwise.

NOTICE: PLEASE REVIEW THESE TERMS CAREFULLY. EACH TIME YOU ACCESS, INTERACT WITH, OR USE THE SERVICES, WHETHER THROUGH AN INTERFACE, VIA THE API, OR BY INTERACTING DIRECTLY WITH THE PROTOCOL'S SMART CONTRACTS, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICES.

USE OF THE SERVICES IS NOT PERMITTED BY ANY RESTRICTED PERSON. "RESTRICTED PERSONS" MEANS: ANY PERSON OR ENTITY WHO RESIDES IN, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA, CANADA, AND THE UNITED KINGDOM;  (II) ANY SANCTIONED PERSON OR ENTITY , OR COUNTRY OR REGION SUBJECT TO COMPREHENSIVE ECONOMIC SANCTIONS SUCH AS IRAN, CUBA, NORTH KOREA, AND THE REGIONS OF CRIMEA, DONETSK OR LUHANSK;  AND (III) ANY OTHER PERSON OR ENTITY WHOSE USE OF THE SERVICES WOULD VIOLATE ANY APPLICABLE LAW.

THERE ARE NO EXCEPTIONS. IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO ACCESS OR USE THE SERVICES. USE OF A VIRTUAL PRIVATE NETWORK ("VPN") OR ANY SIMILAR TOOL TO CIRCUMVENT OR ATTEMPT TO CIRCUMVENT ANY RESTRICTION SET FORTH IN THESE TERMS IS STRICTLY PROHIBITED. ANY PERSON IN VIOLATION OF THESE TERMS MAY HAVE THEIR WALLET ADDRESS BLOCKED FROM INTERACTING WITH THE PROTOCOL, THEIR API ACCESS REVOKED, AND BE PROHIBITED FROM ACCESSING THE SERVICES, IN EACH CASE IN OUR SOLE DISCRETION.

THE SECTIONS TITLED "DISPUTE RESOLUTION AND ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

2. Modifications

We reserve the right to modify these Terms at any time at our sole discretion. Modified Terms will be posted at arcus.xyz/legal/protocol-terms with an updated date and will become effective upon posting. Your continued use of the Services after any modification constitutes your acceptance of the updated Terms. If you do not agree to any updated Terms, you must immediately cease using the Services.

We also reserve the right to modify, suspend, restrict, or discontinue the Services, in whole or in part, at any time and with or without notice. We will not be liable for any losses resulting from any such modification, suspension, or discontinuation.

3. The Arcus Protocol and Services

Arcus Protocol Architecture

The Arcus Protocol permits smart contract facilitated peer-to-peer trading of stock tokens and other block-chain based assets, as well as related perpetual derivatives in a self-custodial manner. Spot trading on Arcus relies on an on-chain request-for-quote (RFQ) system which matches taker orders to the best available that can be located on chain. All spot trades are executed directly peer-to-peer on the underlying blockchain. 

The Protocol architecture for perpetuals trading comprises three principal components: 

(1) on-chain autonomous smart contracts deployed on the Settlement Layer, through which user collateral is held in a self-custodial manner and final settlement of all transactions occurs ; 

(2) off-chain pre-settlement infrastructure maintained by Arcus which programmatically aggregates, matches, and sequences user-submitted orders in accordance with protocol-defined rules that apply uniformly to all users ; and

(3) validator nodes, which may be operated by third parties, which confirm the validity of transactions according to protocol rules and communicate valid transactions to the on-chain smart contracts for final settlement. 

The functions of Arcus’ off-chain infrastructure are limited to organizing and preparing transaction data for submission to the Settlement Layer and does not constitute custody, execution, clearing, or settlement of assets, and no transfer of ownership occurs at the matching or sequencing stage. Arcus may participate in the development, maintenance, testing, and periodic modification of protocol rules, which are applied prospectively at the system level and do not constitute transaction-specific control over individual execution outcomes. Validators within the Protocol function solely as independent verifiers of pre-settlement transaction batches, confirming that protocol rules have been correctly applied and that no invalid or unauthorized transactions are included, and do not execute trades, modify execution outcomes, or have custody or control over user assets.

Arcus does not operate a cryptoasset or derivatives exchange and does not offer trade execution or clearing services. Neither Arcus nor the Protocol acts as a counterparty, broker, exchange, fiduciary, or agent for any user, and no such relationship is created under these Terms. Nothing in these Terms or the Services shall be construed as creating or implying any such relationship or functionality.

More information about the Protocol is available at:  arcus.docs.xyz .   

4. Non-Custodial Access

The Protocol is strictly non-custodial, meaning that users retain sole control over their assets at all times, and may permissionlessly remove them from the Settlement Layer contracts without reliance on Arcus. Arcus does not take custody of your digital assets at any time, does not control your private keys or wallet credentials, and cannot initiate, reverse, or cancel any transaction on your behalf. You are solely responsible for the security of your wallet, private keys, and credentials used to access the Services. Neither the Protocol nor Arcus can retrieve or transfer your assets or cancel or reverse transactions once submitted to the Settlement Layer.

Upon on-chain confirmation on the Settlement Layer, transactions are final, binding, and irreversible, constituting the authoritative record of execution. Neither Arcus, the Protocol, nor any validators or other infrastructure providers retain the ability to reverse, alter, or interfere with transactions after final settlement, which is determined solely by the operation of the Settlement Layer and its underlying consensus mechanism. You acknowledge that the irreversible nature of on-chain settlement means that no party, including Arcus, can remedy or rectify any transaction once confirmed on the Settlement Layer.

5.  No Reliance

Neither Arcus nor its affiliates act as an investment adviser, broker, dealer, exchange, fiduciary, or financial intermediary of any kind, and no such relationship is created by your use of the Services or these Terms. Arcus and its affiliates owe no fiduciary duties or liabilities to you or any other party, and to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and release them. The only duties and obligations owed to you are those expressly set out in these Terms.

Nothing provided through the Services shall be interpreted as an offer, solicitation, or recommendation to acquire, dispose of, or trade any digital asset, token, or financial instrument. Nothing provided through the Services constitutes legal, tax, financial, investment, or other professional advice, or an inducement to trade. All trading decisions are made solely by you, and you are solely responsible for evaluating the merits and risks of any transaction before execution.

Arcus does not issue, endorse, verify, or make any representations regarding the nature, legality, regulatory status, or value of any token, asset, or contract that may be traded through the Protocol. The availability of any token, asset, or contract on the Protocol does not constitute a recommendation, endorsement, or determination by Arcus that such token, asset, or contract is appropriate for trading or compliant with the laws of any jurisdiction. You are solely responsible for conducting your own due diligence on any token, asset, or contract before trading.

Final execution prices and outcomes are determined solely by the operation of the Protocol and the Settlement Layer at the time of settlement. You acknowledge that discrepancies between any estimated and actual execution outcomes are an inherent feature of decentralized trading systems and you release Arcus and its affiliates  from any and all claims arising from any such discrepancy.

Arcus has no ongoing duty to alert you to all potential risks associated with the Services. Nothing in these Terms or any communication by Arcus shall be construed as creating such a duty.

6. Your Representations

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

6.1 Age and Legal Authority. The Services are intended only for users who are 18 years of age or older. If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity. 

6.2 Sanctions. You represent and warrant that you are not (i) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties; (ii) in contravention of any laws and regulations pertaining to anti-money laundering or terrorist financing; (iii) included on the List of Specially Designated Nationals and Blocked Persons maintained by the US Treasury Department's Office of Foreign Assets Control (OFAC) or on any similar list maintained by any other governmental authority; or (iv) operationally based or domiciled in a country or territory subject to comprehensive sanctions imposed by the United Nations, OFAC, the EU, or the UK. If at any point the above is no longer true, you must immediately cease using the Services.

6.3 Restrictions. You acknowledge and agree that you are not permitted to access or use the Services if you are a Restricted Person. Persons located in the United States of America, Canada, or the United Kingdom, and persons located in any jurisdiction where stock tokens, perpetual contracts and derivatives trading features are prohibited by applicable law, may not use the Services to access perpetual contracts or derivatives trading features of the Protocol. Such persons may access spot trading features of the Protocol only to the extent permitted by applicable law. 

6.4 Access Configuration. You represent and warrant that you are solely responsible for properly configuring and using your method of access to the Services, whether through a wallet, API credentials, or direct smart contract interaction, and for taking all appropriate steps to secure your credentials, private keys, and any financial or token information. You further represent that you are the lawful owner of all digital assets you use through the Services and that such assets are not derived from any unlawful activity.

6.5 No VPN. 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 Services.

6.6 Sophistication. You represent and warrant that you possess sufficient knowledge, market sophistication, experience, and skills to engage with the Services, including blockchain technology, decentralized finance, smart contract risks, leverage and liquidation mechanics, and the Settlement Layer. You have read and understood Annex A — Risk Factors and are capable of independently evaluating the merits and risks of using the Services.

6.7 Applicable Law. Your access to and use of the Services (i) does not violate any applicable domestic or foreign law, rule, statute, regulation, order, or other directive issued by any governmental, regulatory, judicial, or administrative authority; and (ii) does not contribute to or facilitate any illegal activity. You represent and warrant that you will comply with all applicable laws and will not use the Services if the laws of your country or any applicable law prohibit you from doing so.

6.8 Financial Risk. You acknowledge and understand that using the Services, and in particular trading leveraged perpetuals, carries significant financial risk. Digital assets are highly experimental, risky, and volatile. Transactions are irreversible, final, and there are no refunds. You acknowledge that you will access and use the Services at your own risk and that the risk of loss can be substantial. You have carefully considered whether use of the Services is suitable for you in light of your circumstances and financial resources. BY USING THE SERVICES TO TRADE, YOU CAN LOSE UP TO THE ENTIRE AMOUNT OF YOUR ASSETS.

6.9 Token and Jurisdiction Compliance. Prior to trading any token or asset through the Protocol, you have independently assessed the nature and regulatory status of such token or asset in your jurisdiction. You acknowledge that certain tokens or assets may be subject to securities, derivatives, or other financial regulations in your jurisdiction and that it is your sole responsibility to ensure your trading activity complies with all applicable laws. You are not relying on Arcus for any such assessment.

6.10 Tax. You are solely responsible for determining and complying with any tax obligations arising from your use of the Services in your jurisdiction. Arcus is not responsible for determining whether any tax consequences apply to your transactions or for ensuring your compliance with applicable tax laws.

6.11 Liquidations and Trade Outcomes. You acknowledge and understand that positions may be liquidated automatically by the Protocol when applicable margin thresholds are breached, in accordance with the Protocol's predefined liquidation rules. Liquidations are executed by the Protocol without discretionary intervention by Arcus and are final and irreversible once confirmed on the Settlement Layer. Arcus is not responsible for any losses arising from liquidations, including those resulting from adverse market movements, slippage at the time of liquidation, or the speed of liquidation execution. You are solely responsible for monitoring your positions and margin levels at all times.

7. Prohibited Conduct

7.1 Prohibitions. You agree to access and use the Services only in an authorized, proper, and lawful manner and in accordance with these Terms and all applicable laws.

You agree that you will not:

• Engage in activity that violates any applicable laws, rules, or regulations, including but not limited to by:

  • Engaging in any fraudulent act or scheme to defraud, deceive, trick, or mislead;

  • Trading on the basis of material non-public or confidential information, or directing or soliciting others to do so;

  • Engaging in disruptive trading practices, including but not limited to (i) spoofing, meaning placing any buy or sell order without a bona fide intent to transact and with the intent to cancel before execution; (ii) front-running; (iii) placing fictitious transactions; (iv) cornering or attempted cornering; (v) wash trading, meaning placing or accepting any buy and sell order where the purpose is to avoid taking a bona fide market position exposed to market risk; (vi) violating bids or offers; or (vii) knowingly making any bid or offer for the purpose of creating a market price that does not reflect the true state of the market;

  • Coordinating or colluding with any other person for the purpose of moving, fixing, or artificially influencing prices or otherwise undermining market integrity;

  • Entering or attempting to enter into any buy or sell order that does not result in a genuine change in beneficial ownership, or that is structured to preserve economic exposure in the same hands while creating the appearance of a transfer of ownership;

  • Manipulative trading; or

  • Any other trading activity that is abusive, improper, or disruptive;

• Circumvent or attempt to circumvent any security measures or  access controls employed by the Company, including through the use of a VPN or similar tools;

• Use or attack the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use or enjoyment thereof;

• Reverse engineer, disassemble, decompile, sublicense, sell or otherwise distribute  any component of the Services, except to the extent expressly permitted;

• Use any data mining tools, robots, crawlers, or similar data gathering or extraction tools to scrape or otherwise remove data from the Services for any unauthorized purpose;

• Introduce any viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material into the Services;

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services or the Settlement Layer, or any server, computer, or database connected thereto; or

• Otherwise violate these Terms or any applicable law or regulation.

You acknowledge and agree that in the event of any actual or suspected violation of the above, the Company may investigate and reserves the right in its sole discretion to (i) terminate your access to the Services, (ii) block or restrict your wallet address from interacting with the Protocol, (iii) prohibit you from participating in any reward or incentive programs or product launches, and (iv) take any other action the Company deems reasonable or necessary, including cooperating with law enforcement or bringing claims against you where such violations result in harm or damage to the Company or other users. 

8. Risk Assumption and Release

8.1 Risk Assumption. Using the Services involves material and significant risks, including risks inherent in blockchain-based protocols, decentralized trading systems, and leveraged perpetuals trading. A non-exhaustive description of these risks is set out in the  Annex A - Risk Factors to these Terms.

By accessing or using the Services, you acknowledge that you have read, understood, and accepted the risks described in the Annex A- Risk Factors  and have independently evaluated all other risks that may apply. You voluntarily and expressly assume all risks associated with your use of the Services and confirm that you are able to bear all risks involved, including the risk of total loss of your assets.

8.2 Release

To the maximum extent permitted by law, you irrevocably release Arcus and its affiliates, officers, directors, employees, agents, and contractors from any and all claims, liabilities, damages, losses, costs, and expenses arising out of or related to:

• Your use of or interaction with the Services or the Protocol;

• Software bugs or errors within the Services;

• Reliance on market data, values, prices, calculations, margin ratios, or any other information provided through the Services, which may be inaccurate, delayed, or manipulated;

• Third-party integrations, tools, wallets, oracles, bridges, or services utilized in connection with the Services;

• Security incidents affecting Arcus or its affiliates’ systems, personnel, service providers, or infrastructure operators, including those caused by social engineering, supply chain attacks, compromised credentials, or malicious software;

• Any regulatory, tax, or legal consequences arising from your use of the Services or participation in activities on the Protocol; Any compromise of private keys for any of your wallet addresses; or

• Any other matter disclosed or contemplated in these Terms.

9. Indemnification

You agree to defend, indemnify, and hold harmless Arcus and its affiliates, officers, directors, employees, agents, contractors, licensors, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable legal fees (collectively, "Claims"), arising out of or relating to:

• Your use of or interaction with the Services, including any use by any person accessing the Services through your wallet or credentials;

• Your breach of these Terms or violation of any applicable law or regulation;

• Your actual or alleged infringement or misappropriation of any third party's intellectual property or other rights;

• Any dispute between you and any third party arising from or in connection with your use of the Services;or

• Any representation or warranty made by you in these Terms that proves to have been false or misleading at the time it was made.

10. Intellectual Property

10.1 Ownership. The Company and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Services, including all related content, software, and technology, unless otherwise indicated. Nothing in these Terms transfers any such rights to you. You may not reproduce, modify, distribute, sell, sublicense, or create derivative works of any part of the Services without the Company's prior written consent. 

10.2 Limited License. Subject to these Terms, the Company grants you a personal, limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely *in accordance with these Terms. 

11. No Warranties and Limitation of Liability

11.1 Services. By accessing the Services, you hereby acknowledge and agree that Arcus cannot and does not guarantee the functionality, security, or availability of the Services. The technologies on which the Services rely may be subject to sudden changes and we cannot and do not guarantee that your access to the Services or the ability to transact thereon will be uninterrupted or error-free, or that your digital assets will be secure at all times. You acknowledge that data you provide while accessing or using the Services may become irretrievably lost, corrupted, or temporarily unavailable due to a variety of causes outside Arcus's control, including software failures, protocol changes by third-party providers, internet outages, force majeure events, scheduled or unscheduled maintenance, or other causes. You assume all risks related thereto.

11.2 No Representations or Warranties. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, NEITHER ARCUS NOR ANY OF ITS SERVICE PROVIDERS, INFRASTRUCTURE OPERATORS, OR OTHER RELATED PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES, AND ARCUS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (i) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT; (ii) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OR TRADE; (iii) THAT THE SERVICES WILL BE ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS; AND (iv) THAT ANY CONTENT, DIGITAL ASSETS, OR OTHER ASSETS WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. ARCUS DOES NOT WARRANT THAT ANY ERRORS IN THE SERVICES ARE OR WILL BE CORRECTABLE.

11.3 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ARCUS NOR ANY OF ITS SERVICE PROVIDERS, INFRASTRUCTURE OPERATORS, OR OTHER RELATED PARTIES WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, OPPORTUNITIES, GOODWILL, USE, DATA, DIGITAL ASSETS, CONTENT, OR OTHER ASSETS, EVEN IF ARCUS OR ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, ARCUS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

(i) YOUR INABILITY TO USE, OR ANY DELAY IN THE USE OF, THE SERVICES, INCLUDING AS A RESULT OF ANY (A) TERMINATION OF THESE TERMS OR YOUR ACCESS TO THE SERVICES, (B) SUSPENSION OR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR (C) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR ANY PORTION OF THE SERVICES FOR ANY REASON;

(ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

(iii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES;

(iv) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR DATA OR DIGITAL ASSETS;

(v) ANY CHANGE IN VALUE OF ANY DIGITAL ASSET OR CRYPTOASSET, INCLUDING ANY LOSS ARISING FROM MARKET MOVEMENTS, LIQUIDATIONS, OR FUNDING PAYMENTS; OR

(vi) ANY DAMAGE, LOSS, OR INJURY RESULTING FROM SOFTWARE BUGS OR ERRORS, HACKING, TAMPERING, SOCIAL ENGINEERING, SUPPLY CHAIN ATTACKS, DENIAL-OF-SERVICE ATTACKS, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIALS OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.

12. Third-Party Services

The Services may be integrated with or otherwise provide access to applications, services, technology, data, and resources provided or made available by third parties ("Third-Party Services"). Any such Third-Party Services are provided for convenience only. Arcus has no control over Third-Party Services and accepts no responsibility for them or for any loss or damage that may arise from your use of them.

Your use of any Third-Party Service integrated with or accessible through the Services is entirely at your own risk and subject to the terms and conditions of that Third-Party Service. Arcus will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of, reliance on, or the unavailability of any Third-Party Service. Arcus reserves the right to withdraw or discontinue any integration or connection to Third-Party Services at any time without notice.

The inclusion of or connection to any Third-Party Service does not constitute an endorsement or recommendation by Arcus. You should assume that Arcus has not verified the safety, legitimacy, or suitability of any Third-Party Service. You are solely responsible for reviewing any applicable terms, privacy policies, and agreements of any Third-Party Service prior to use and for understanding the nature and risks of the services provided, including any financial risks arising from your use of such Third-Party Service.

13. Governing Law, Dispute Resolution, Mandatory Arbitration and Class Action Waiver

13.1 Governing Law. These Terms, and your use of, access to, or interaction with the Services, are governed by the laws of the Cayman Islands, without regard to conflict of laws rules. The exclusive jurisdiction for all Claims that are not subject to arbitration under these Terms will be the courts located in the Cayman Islands, and you acknowledge and agree that any such Claims are subject to the jurisdiction of such courts and waive any objection to the laying of such venue.

13.2 Dispute Resolution. Prior to commencing any legal proceeding, dispute, claim or disagreement arising out of these Terms or the Services (a “Claim”), you agree  to attempt to resolve the Claim by engaging in good faith negotiations. Such negotiation requires that the aggrieved party provide written notice to the other party specifying the nature and details of the dispute (the "Initial Notice"). The party receiving the Initial Notice shall have 20 days to respond, and within 45 days after the Initial Notice was sent, the parties shall meet and confer in good faith to try to resolve the Claim. If the parties are unable to resolve the Claim within 90 days of the Initial Notice, the parties may agree to mediate their dispute or either party may submit the Claim to arbitration in accordance with these Terms.

13.3 Mandatory Arbitration. Any Claim arising out of or relating to these Terms or the Services, or the breach, termination, enforcement, interpretation, or validity of these Terms, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by arbitration in the Cayman Islands before a single arbitrator. This Section will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Any arbitration will be conducted by the Cayman Islands branch of the International Arbitration Centre ("CI-IAC") pursuant to its rules then in effect, except as modified by these Terms. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, shall be subject to the CI-IAC's most current streamlined or expedited arbitration rules. All other claims shall be subject to the CI-IAC's most current comprehensive arbitration rules and procedures (collectively, the "Arbitration Rules").

YOU UNDERSTAND THAT BY AGREEING TO THESE TERMS, THE PARTIES ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

13.4 Class Action Waiver. Any Claim under or in relation to these Terms or the Services shall take place on an individual basis, class arbitrations and class actions are not permitted.

To the fullest extent permitted by applicable law, you agree that any proceedings to resolve any Claim will be brought and conducted only in your individual capacity and not as a party or member of any class, consolidated proceeding, multi-plaintiff proceeding, or representative action or proceeding.

Any arbitration will not be permitted to be consolidated or aggregated with any other arbitration and the arbitrator will not have any authority to do so, and will not have the authority to make an award to any person or entity not a party to the individual arbitration in which you are a party. You further agree that any arbitrator may not preside over any form of class action involving you and Arcus.

14. General Terms

14.1 Compliance with Law. Arcus may be required by applicable law or regulation to take certain actions, provide information to government authorities, or otherwise cooperate with legal process. Arcus reserves the right in its sole discretion to take any action it deems appropriate to comply with applicable law, respond to legal process, or cooperate with government agencies or regulatory authorities, without notice to you and without liability to you for any losses arising from such actions.

14.2 Entire Agreement. These Terms, together with any annex or document expressly incorporated herein by reference, constitute the entire agreement between you and Arcus with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and communications between the parties. In the event of any conflict between these Terms and any other agreement you may have with Arcus, these Terms will control unless such other agreement specifically identifies these Terms and declares that it supersedes them.

14.3 No Waiver. Any right or remedy of Arcus 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, or in equity. The failure or delay of Arcus in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. All waivers must be in writing to be effective.

14.4 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be severed from these Terms and the remaining provisions will continue in full force and effect. Any invalid or unenforceable provision will be interpreted to effectuate the intent of the original provision to the fullest extent permitted by law.

14.5 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without Arcus's prior written consent, including by operation of law or in connection with any change of control. Arcus may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent.

14.6 No Third-Party Beneficiaries. Except as otherwise expressly provided in these Terms, there are no third-party beneficiaries to these Terms, other than the Indemnified Parties under Section 9.

14.7 Relationship of the Parties. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between you and Arcus. You and Arcus are independent parties, and neither has the authority to bind the other in any respect.

14.8 Survival. The following sections will survive any termination of your access to the Services, regardless of the reason: Section 5 (No Reliance), Section 8 (Risk Assumption and Release), Section 9 (Indemnification), Section 10 (Intellectual Property), Section 11 (No Warranties and Limitation of Liability), Section 13 (Governing Law, Dispute Resolution, Mandatory Arbitration and Class Action Waiver), and Section 14 (General Terms), together with any other provision that by its nature should survive termination.

ANNEX A — RISK FACTORS

The Protocol can enable peer-to-peer trading of the following types of blockchain-based digital assets (collectively, “Protocol Assets”):

• Cryptoassets such as BTC, ETH or SOL, which are blockchain based digital currencies that serve as a medium of exchange and which can fluctuate dramatically in value.    

• Stablecoins such as USDC or USDG, which are blockchain transferable digital assets that aim to maintain a 1-1 to peg to the U.S. dollar and are issued by third party stablecoin issuers unaffiliated with Arcus.  The value of stablecoins depends the issuer’s ability to redeem them, and periods of extreme market volatility or adverse business conditions of the issuer may result in the stablecoin depegging from the U.S. dollar. 

• Stock Tokens are cryptoassets that provide economic exposure to  a public company stock, such as NVDA, AAPL or MSFT.  

• Perpetual Contracts are complex derivatives products which permit a user to open a leveraged long (which profits if price goes up and loses money if price goes down) or short (which profits if price goes down and loses money if price goes up) position with respect to an underlying cryptoasset, using stablecoins as collateral. Funding rate payments every hour Perpetual Contracts are extremely volatile especially when employing leverage, which also exposes the user to risk of automated liquidation.           

Due to the potential for losses, the Protocol Assets are high risk investments.  These are some of the key risks: 

1. Total Loss of Capital

Protocol Assets, and in particular leveraged Perpetual Contracts, are volatile by nature and can result in the immediate and total loss of your funds, you should not use the Services with funds you cannot afford to lose entirely.

2. Unregulated Service

The Protocol and the Protocol Assets tradeable on it are unregulated.  There is no deposit insurance, investor compensation scheme, guarantee fund, or other protection applicable to your assets held through or interacting with the Protocol.  You should not expect to be protected if something goes wrong.  

3. Perpetuals Leverage and Liquidation Risk

With Perpetual Contracts, leverage magnifies losses as well as gains. Small adverse price movements can trigger automatic liquidation of your positions. There may be no opportunity to add collateral or otherwise intervene once liquidation begins. Funding payments associated with perpetuals may further erode your capital over time. Perpetual Contract trading requires monitoring and managing your leverage and margin levels at all times.

Perpetual Contract trading on the  Protocol also incorporates deleveraging mechanisms that reduce or offset your expected trading returns in order to cover under-collateralized positions of other traders. In the event of insufficient collateral across the Protocol, your positions or profits may be reduced, cancelled, or clawed back as part of an automatic deleveraging or socialized loss process. 

4. Smart Contract and Protocol Risk

The Protocol relies on smart contracts and software that may contain bugs, errors, vulnerabilities, or be subject to exploits by malicious actors. Such vulnerabilities could result in the partial or total and permanent loss of your assets. 

5. Settlement Layer and Network Risk

The Protocol operates on the Settlement Layer. Congestion, instability, validator outages, forks, attacks, governance changes, or other disruptions on the Settlement Layer can prevent execution, delay withdrawals, cause unexpected behavior, or result in the permanent loss of assets. 

6. Trade Execution and Infrastructure Risk

The Protocol remains under development, which creates technological and trading risks. These include delays in trade execution, withdrawals, and deposits resulting from errors in software, infrastructure outages, or misconfigured systems. Such delays or failures may result in your orders not being filled at your desired price or at all, or in your positions being affected in ways you did not anticipate. Disruption of trading activities may also result from technical glitches, natural disasters, downtime, or security incidents affecting the Protocol or its supporting infrastructure. 

7. Oracle and Price Feed Risk

Protocol Assets   may rely on third-party oracles or data providers for pricing and other market data. Oracle failures, delays, manipulation, or inaccuracies can cause wrongful liquidations, incorrect profit and loss calculations, mispriced positions, or other adverse outcomes. 

8. Irreversibility of Transactions

All transactions confirmed on the Settlement Layer are final, binding, and irreversible. Erroneous, unauthorized, or otherwise unwanted transactions cannot be reversed, cancelled, or modified by any party, including the Company. You are solely responsible for verifying all transaction details before submission.

9. Wallet and Private Key Risk

You are solely responsible for the retention and security of your Wallet, private keys, recovery phrases, and any other credentials used to access the Services. The Company does not have access to your private keys or recovery phrase and cannot retrieve or protect your assets if your credentials are lost or compromised. Losing control of your private keys or recovery phrase will permanently and irreversibly deny you access to your digital assets. No party, including the Company, will be able to retrieve or protect your assets in such circumstances. 

10. Security Incident Risk

The Protocol relies on the security of Company systems, personnel, service providers, and infrastructure operators, all of which may be compromised by third-party attackers. A security incident may result in the total or partial loss of your funds, positions, or assets. Risks include social engineering attacks, supply chain attacks, compromised credentials or signing keys, malicious software, and other sophisticated attacks targeting the Company, its personnel, service providers, or infrastructure operators. The Company makes no representation that its operational security practices, personnel vetting procedures, service provider policies, or signing infrastructure will prevent a security incident. No prior security record, audit result, or public statement by the Company shall be construed as a guarantee against future loss.

11. Stock Token Risk

Stock Tokens are tokenised securities that provide economic exposure to a relevant underlying equity instrument or ETP through a contractual claim against the issuer for a cash redemption. Stock Tokens involve risks not present, or not present to the same extent, in traditional stock ownership, including private-key loss or compromise, limited redemption access, liquidity constraints, price or tracking divergences from the underlying, and uncertain or evolving regulatory treatment.

12. Third-Party Service and Integration Risk

The Service may integrate with or rely upon third-party services, including wallets, bridges, oracles, liquidity providers, hosting providers, and data providers. Failures of or adverse actions by third-party services may result in losses or disruptions to your use of the Services that the Company cannot remedy or reverse.

ANNEX B — REFERRAL PROGRAM TERMS

By participating in the referral or affiliate  program of the Arcus Protocol (the "Referral Program"), you agree that you are not a Restricted Person and that you will comply with all applicable terms set out below and in the main body of these Terms.

You are not a Restricted Person as defined in these Terms,  or entity who resides in, is located in, is incorporated in any jurisdiction where participation in the Affiliate Program would violate applicable law.

Acceptance of These Terms

By participating in the Referral Program, including by generating or using an affiliate link, you acknowledge and agree that you will be bound by and will comply with these Terms as updated and amended from time to time. 

Nature of the Relationship

Participation in the Referral Program does not create any contractual, partnership, fiduciary, sales, franchise, agency, representative, contractor, employment, or other relationship between you and the Company. You are not an employee, agent, or representative of the Company and are not authorized to make any representations or commitments on behalf of the Company. You are not marketing for the Company, you are an independent party who may refer users to the Protocol in accordance with these Terms.

Rewards

Affiliate rewards are paid solely from protocol revenues by operation of automated on-chain software. The Company does not determine, control, or guarantee the amount of rewards you receive. Reward rates are set by the Protocol and may be changed at any time through protocol updates or governance processes. You acknowledge that no centralized party is responsible for determining or paying the amount of payments you receive and that reward rates could be reduced or eliminated in the future.

You acknowledge and agree that affiliate rewards constitute income in your jurisdiction and that you are solely responsible for determining and complying with any tax obligations arising from your participation in the Affiliate Program. The Company is not responsible for any tax consequences arising from your receipt of affiliate rewards.

Permitted Marketing

You may market and promote both the spot trading and perps trading features of the Protocol, subject to the following restrictions:

• You must not market or advertise the Protocol, directly or indirectly, to any Restricted Person, including any person or entity who resides in, is a citizen of, is located in, is incorporated in, or has a registered office or principal place of business in the United States of America, Canada, the United Kingdom, or any other jurisdiction where the use of such features is prohibited by applicable law.

• If the venue or platform you use for marketing is accessible to Restricted Persons, you are responsible for including appropriate disclaimers in your marketing materials stating that perpetual contracts and derivatives trading features are not available to persons in those jurisdictions and that your content is not intended for such persons.

• You agree that you will not suggest, encourage, or instruct any user to use a VPN or other identity-masking technology to access the Protocol or circumvent any restriction set forth in these Terms.

• You agree that you are solely responsible for complying with any laws and regulations pertaining to affiliates marketing in any jurisdictions you conduct such activities in.  

Prohibited Conduct

You agree that in connection with your participation in the Referrals Program you will not:

• Engage in any false, deceptive, misleading, defamatory, or otherwise unlawful marketing or create or publish any content that is inaccurate or harmful;

• Make any representation or warranty about the Services that is inconsistent with these Terms or that the Company has not authorized;

• Engage in front-running, wash trading, or any other manipulative practice with respect to orders directed to the Protocol through your affiliate link;

• Fail to disclose to users that you receive fees from the Protocol for referring them, in accordance with all applicable regulatory requirements in your jurisdiction;

• Use paid search marketing that targets any keywords associated with the Protocol's name, domain names, or brand identifiers, including but not limited to variations or combinations thereof, on any search engine advertising platform;

• Violate any trademark, intellectual property, or other rights of the Company or any third party in connection with your marketing activities; or

• Otherwise violate these Terms or any applicable law in connection with your participation in the Referrals Program.

Conflict of Interest

You must take reasonable steps to identify and mitigate any conflicts of interest arising from directing orders to the Protocol through your affiliate link. You must disclose to your users the existence and nature of any fees you receive from the Protocol for routing their orders, in compliance with all applicable regulatory requirements in your jurisdiction.

No Reliance on Company

You have made your own independent decision to participate in the Referrals Program based on your own research and any advice from advisers you deem necessary. You have independently researched the legality, regulatory compliance, tax treatment, and suitability of participation in the Referrals Program as it applies to you, in your location, and for your purposes. You are not relying on any communication, written or oral, from the Company as investment advice, legal advice, or a recommendation to participate in the Referrals Program.

Experimental Software

You acknowledge and agree that the Referrals Program is based on experimental software, which includes the use of automated smart contracts that may yield unpredictable results in live markets. The Company does not have any ongoing oversight or responsibility for the affiliate reward software. The software operates without ongoing oversight and is subject to errors that can cause it to malfunction, including coding errors and security vulnerabilities. The Company is not responsible for any losses that result from software bugs or hacks affecting the affiliate reward mechanism.

Compliance with Law and Indemnification

You will ensure that your participation in the Referrals Program and all marketing activities comply with all applicable laws and do not violate the rights of any party. The Company makes no representations about the jurisdictions in which participation in the Referrals Program is appropriate, and you are strongly encouraged to review all applicable local laws prior to participating.

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, and contractors against any and all claims, losses, damages, costs, and expenses, including reasonable legal fees, suffered by them as a result of your intentional or inadvertent non-compliance with any applicable laws, your prohibited conduct, or your breach of these terms.

No Warranties; Limitation of Liability

The Referrals Program is provided on an "as is" basis. The Company makes no representations or warranties regarding the Referrals Program, including the availability, functionality, or continuity of the affiliate reward mechanism. The Company's aggregate liability to you in connection with the Referrals Program will not exceed $100. The Company reserves the right to modify, suspend, or discontinue the Referrals Program at any time and without notice, and will not be liable for any losses resulting from any such modification, suspension, or discontinuation.