Interface Terms of Use

1. Introduction

These Interface Terms of Use (the "Interface Terms") govern your access to and use of, whether personally or on behalf of an entity,  the  web-based interface  and the mobile application (each and collectively, the “Interface”) operated by Pocket Protector Labs Inc. (the "Interface Operator," "we," "us," or "our"), a company organized under the laws of Delaware, through which you may interact with the Arcus Protocol (the "Protocol"). Use of the Protocol is also subject to the Protocol Terms of Use issued by Arcus Labs Ltd. ("Arcus"). In the event of any conflict between these Interface Terms and the Protocol Terms with respect to the operation of the Interface, these Interface Terms will prevail. Capitalized terms used but not defined in these Interface Terms have the meanings given to them in the Protocol Terms.

NOTICE: PLEASE REVIEW THESE INTERFACE TERMS AND, IF APPLICABLE, THE PROTOCOL TERMS CAREFULLY. EACH TIME YOU ACCESS, INTERACT WITH, OR USE THE INTERFACE, INCLUDING BY CONNECTING A WALLET, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE INTERFACE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE INTERFACE TERMS, THE PROTOCOL TERMS, AND THE PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE INTERFACE.

THE INTERFACE OPERATOR IS NOT REGISTERED WITH OR REGULATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, THE U.S. COMMODITY FUTURES TRADING COMMISSION, OR ANY OTHER FINANCIAL REGULATORY AUTHORITY. SEE SECTION 10 FOR FULL REGULATORY STATUS DISCLOSURES.

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 INTERFACE. 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 BE PROHIBITED FROM ACCESSING THE INTERFACE IN OUR SOLE DISCRETION.

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

2. Nature of the Interface

The Interface provides a web and mobile-based means of access to the Protocol and to liquidity infrastructure for spot trading. The Interface is one, but not the exclusive, means of accessing the Protocol, which may also be accessed through other interfaces or by interacting with the Protocol directly. By using the Interface, you understand that you are not trading with us and that we do not control trade execution on the Protocol or on any spot liquidity infrastructure.

The Interface is a non-custodial, front-end that converts your transaction parameters into blockchain-legible commands for signature and transmission via your self-custodial wallet. Neither the Interface nor the Interface Operator custody your assets, control your wallets, or act as a counterparty, broker, dealer, exchange, fiduciary, or agent for you.

All trades you submit through the Interface are considered unsolicited, meaning they are solely initiated by you. You have not received any investment advice from us in connection with any trades, and we do not conduct a suitability review of any trades you submit. The Interface Operator does not solicit users to engage in any specific transaction, does not provide investment advice, does not make investment recommendations, does not negotiate transaction terms, does not arrange financing, does not process trade documentation, does not conduct independent asset valuations, does not execute or settle transactions, and does not take or route orders on a discretionary basis.

The Interface may display market data including potential execution information, prices, and estimated transaction costs to assist you in formulating your transaction order. Such information is indicative only and does not constitute a recommendation to transact. Market data displayed through the Interface, including prices, funding rates, and estimated transaction costs, is derived from the Protocol, third-party oracles, and on-chain data sources. Such data is presented on the basis of objective parameters but may be subject to oracle delays, inaccuracies, or manipulation as described in the Risk Factors Annex of the Protocol Terms.

The Interface Operator and Arcus Labs Inc., which provides certain technology services underpinning the Protocol, are affiliated entities under common control. This affiliation constitutes a material conflict of interest that you should consider before using the Interface.

3. Transaction Parameters

3.1 User Control. All transaction parameters are set by you. The Interface enables you to specify and customize parameters (e.g., buy/sell, long/short, volume, asset, and price). You are solely responsible for reviewing and confirming all transaction parameters before submitting any transaction.

3.2 Default Parameters. The Interface may present certain default transaction parameters to assist you in formulating your trading instructions. Any such default parameters are entirely customizable by you and you may modify any default parameter at any time before submitting a transaction. 

3.3 Educational Material. The Interface provides educational material to assist you in understanding and setting your transaction parameters. Such educational material is provided for informational purposes only and does not constitute advice.

4. Venue Routing; Conflicts of Interest; No Payment for Order Flow  

4.1 Product-Based Routing.  The Interface routes orders based on the product type you are trading. Perpetual contract orders are submitted to the Protocol’s perpetuals central limit order book and after automated validation processes are settled on the Settlement Layer in smart contracts holding perpetuals trading funds.  Spot orders may be routed to third party liquidity providers or automated market makers integrated with the Protocol and are settled directly on the Settlement Layer.  The Interface does not exercise discretionary control over how orders are processed once submitted to the Protocol or other infrastructure. 

4.2 Conflicts of Interest. The Interface Operator and Arcus are affiliated entities under common control. The Interface exclusively integrates with the Protocol operated by Arcus in connection with perpetual contracts.   This exclusive integration creates a conflict of interest in that the Interface Operator directs order flow to an affiliated entity. The Interface Operator manages this conflict by applying fixed, objective, and consistently applied fees as described in Section 5. Spot orders may be routed to automated market or other third party liquidity venues available on the Settlement Layer which offer better pricing than the Protocol.

4.3 No Payment for Order Flow. The Interface Operator does not receive payment for order flow from any party in connection with perpetuals routing or spot trading routing. The Interface Operator's compensation is limited to the Interface fee described in Section 5.

5. Fees.  

5.1 Interface Fee. The Interface Operator may charge  a fee for each transaction executed through the Interface. The current fee schedule, including any applicable volume-based tiers, is displayed on the Interface and is updated upon any change. Fees are based on objective factors, applied consistently to all users on the same terms, and are agnostic as to execution route, execution venue, and counterparty.  

5.2 Protocol Fees. Transactions submitted to the Settlement Layer may require the payment of network transaction fees ("gas fees") which are separate from the Interface fee, are not charged by the Interface Operator, and are determined solely by the operation of the Settlement Layer.

5.3 Fee Estimates. Although the Interface endeavors to provide an accurate estimate of applicable fees, any such information is an advance estimate only, which may vary from the fees actually paid upon execution. The Interface Operator shall not be liable for, and you hereby release the Interface Operator from, any losses or other liabilities arising from an inaccurate estimate of fees provided in connection with any use of the Interface.

6. Cybersecurity: The Interface Operator maintains cybersecurity controls designed to minimize errors, prevent unauthorized access, and protect the Interface from internal and external threats, including through the engagement of third-party managed detection and response services at the group level. The Interface Operator does not guarantee that these measures will prevent all security incidents. You acknowledge the security risks described in the Protocol Terms and assume all risks related thereto.

7. No Reliance on Interface Information

The Interface strives to provide accurate information but makes no guarantee or warranty that any information is updated, complete, or timely. You acknowledge that you are not relying on any information provided through the Interface for any purpose and will independently verify any information on which you intend to rely. All decisions based on information displayed through the Interface are your sole responsibility.

Prices and other transaction-related data displayed through the Interface are advance estimates only and may vary from actual execution outcomes. 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 displayed estimates and actual execution outcomes are an inherent feature of decentralized trading systems and you release the Interface Operator from any and all claims arising from any such discrepancy.

Nothing provided through the Interface shall be interpreted as an offer, solicitation, or recommendation to acquire, dispose of, or trade any digital asset, token, or financial instrument.

8. Jurisdiction Restrictions and Incorporation of Protocol Terms

Use of the Interface is subject to the jurisdiction restrictions set out in these Terms. Restricted Persons, including those located in the United States, United Kingdom and Canada may not use the Interface to access perpetual contracts or derivatives trading features. You are solely responsible for determining whether your use of the Interface is lawful in your jurisdiction.

By accessing or using the Interface you are subject to and bound by all provisions of the Protocol Terms, including without limitation the No Reliance provisions, Your Representations, Prohibited Conduct, Risk Assumption and Release, and all annexes thereto, each of which is incorporated into these Interface Terms by reference and applies to your use of the Interface as if set out herein in full. Where any provision of the Protocol Terms refers to the "Services," such reference shall for the purposes of your use of the Interface be read as including your use of the Interface. Where any provision of the Protocol Terms refers to the "Company" or the "Protocol Operator," such reference shall for the purposes of your use of the Interface be read as including and applying equally to the Interface Operator.

To the maximum extent permitted by law, you irrevocably release the Interface Operator 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 Interface, on the same terms and to the same extent as the release granted in favor of Arcus  under the Protocol Terms, which terms are incorporated herein by reference and in which references to the "Company" or the "Protocol Operator" shall be read as including and applying equally to the Interface Operator.

9. No Registration; Regulatory Status

THE INTERFACE OPERATOR IS NOT REGISTERED WITH OR REGULATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION AS A BROKER-DEALER, NATIONAL SECURITIES EXCHANGE, OR IN ANY OTHER CAPACITY IN CONNECTION WITH ITS CREATION, OFFERING, OR OPERATION OF THE INTERFACE. THE INTERFACE OPERATOR IS NOT REGISTERED WITH OR REGULATED BY THE U.S. COMMODITY FUTURES TRADING COMMISSION AS A FUTURES COMMISSION MERCHANT, INTRODUCING BROKER, COMMODITY POOL OPERATOR, OR IN ANY OTHER CAPACITY. THE INTERFACE OPERATOR IS NOT REGISTERED WITH OR REGULATED BY ANY OTHER SECURITIES, DERIVATIVES, OR FINANCIAL REGULATORY AUTHORITY IN CONNECTION WITH THE INTERFACE. THE INTERFACE OPERATOR IS NOT A MONEY TRANSMITTER OR MONEY SERVICES BUSINESS SUBJECT TO THE ANTI-MONEY LAUNDERING PROGRAM REQUIREMENTS UNDER THE BANK SECRECY ACT OR UNDER THE LAWS OF ANY STATE OR TERRITORY.

YOU UNDERSTAND AND ACKNOWLEDGE THAT THE INTERFACE OPERATOR DOES NOT BROKER TRADING ORDERS ON YOUR BEHALF AND DOES NOT FACILITATE THE EXECUTION OR SETTLEMENT OF YOUR TRADES, WHICH OCCUR ENTIRELY THROUGH THE PROTOCOL ON THE SETTLEMENT LAYER. THE INTERFACE OPERATOR IS NOT ACTING AS AN INVESTMENT MANAGER, ADVISER, ARRANGER, INTRODUCER, BROKER, DEALER, OR COMMODITY TRADING ADVISER TO ANY PERSON OR ENTITY. NO FINANCIAL REGULATORY AUTHORITY HAS REVIEWED OR APPROVED THE USE OF THE INTERFACE. USERS SHOULD NOT ASSUME THAT THE INTERFACE IS SUBJECT TO ANY INVESTOR PROTECTION REGULATIONS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INTERFACE OPERATOR'S AGGREGATE LIABILITY TO YOU UNDER THESE INTERFACE TERMS WILL NOT EXCEED THE GREATER OF THE INTERFACE FEES PAID BY YOU IN THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. ALL OTHER DISCLAIMERS, LIMITATIONS OF LIABILITY, AND INDEMNIFICATION OBLIGATIONS SET OUT IN THE PROTOCOL TERMS APPLY EQUALLY TO THE INTERFACE OPERATOR AND ARE INCORPORATED HEREIN BY REFERENCE.

11. Modifications

The Interface Operator reserves the right to modify these Interface Terms at any time. Modified Interface Terms will be posted on the Interface with an updated date and will become effective upon posting. Your continued use of the Interface after any modification constitutes your acceptance of the updated Interface Terms. The Interface Operator also reserves the right to modify, substitute, eliminate, restrict, or discontinue the Interface or any feature thereof at any time and with or without notice. The Interface Operator will not be liable for any losses resulting from any such modification, suspension, or discontinuation. 

12. Dispute Resolution and Arbitration

12.1 Governing Law. You agree that the laws of the State of New York, without regard to principles of conflict of laws, govern these Interface Terms and any Dispute between you and the Interface Operator. You further agree that the Interface shall be deemed to be based solely in the State of New York, and that although the Interface may be available in other jurisdictions, its availability does not give rise to general or specific personal jurisdiction in any forum outside the State of New York. The parties acknowledge that these Interface Terms evidence interstate commerce. Any arbitration conducted pursuant to these Interface Terms shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of New York County, New York are the proper forum for any appeals of an arbitration award or for court proceedings in the event that the binding arbitration clause is found to be unenforceable.

12.2 Dispute Resolution. The Interface Operator will use its best efforts to resolve any potential disputes through informal good faith negotiations. If a potential dispute arises, you must contact the Interface Operator by sending an email to [email protected] so that we can attempt to resolve it without resorting to formal dispute resolution. If we are not able to reach an informal resolution within sixty days of your email, then you and the Interface Operator both agree to resolve the potential dispute according to the process set forth below.

Any claim or controversy arising out of or relating to the Interface, these Interface Terms, or any other acts or omissions for which you may contend that the Interface Operator is liable, including any claim or controversy as to arbitrability (each a "Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator selected pursuant to JAMS rules, including where applicable the JAMS Mass Arbitration Procedures and Guidelines. The arbitration will be held in New York, New York, unless you and the Interface Operator both agree to hold it elsewhere. Unless the Interface Operator agrees otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration, you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a New York state court located in New York County, New York.

13. Class Action and Jury Trial Waiver

You must bring any and all Disputes against the Interface Operator in your individual capacity and not as a plaintiff in or member of any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and the Interface Operator both agree to waive the right to demand a trial by jury.

14.  Mobile App Store Terms

If you are using the Interface via a mobile app available in the iOS App Store or Google Play Store, you acknowledge and agree that: 

• This Agreement is concluded between you and Interface Operator, and not with Apple, Google or any other app store operator (“App Store Operator”).  No App Store Operator (i) is responsible for the mobile app or the content thereof.; (ii) is required to furnish any maintenance or support services with respect to the mobile app; (iii) makes or bears responsibility for any express or implied warranties with respect to the mobile app; (iv) is responsible for addressing any claims You or any third party may have related to the mobile app, including product liability or intellectual property infringement claims. 

• You are solely granted a non-transferable license to use the mobile app on your device subject to the Apple Media Services Terms and Conditions, or other applicable App Store Operator terms.  

• You are required to comply with any applicable third party terms of agreement when using the application. 

• App Store Operators are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, will have the right and will be deemed to have accepted the right to enforce this Agreement against You as a third party beneficiary thereof.   

15. General Terms

15.1 Entire Agreement. These Interface Terms, together with the Protocol Terms and the Privacy Policy, constitute the entire agreement between you and the Interface Operator with respect to the Interface and supersede all prior and contemporaneous understandings, agreements, representations, and communications between the parties. In the event of any conflict between these Interface Terms and any other agreement you may have with the Interface Operator, these Interface Terms will control unless such other agreement specifically identifies these Interface Terms and declares that it supersedes them.

15.2 Severability. If any provision of these Interface Terms is found to be invalid or unenforceable, that provision will be severed 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. Notwithstanding the foregoing, if the Class Action and Jury Trial Waiver in Section 13 is found to be unenforceable, the arbitration agreement in Section 12 shall be deemed void in its entirety and any remaining Dispute must be litigated in court pursuant to Section 12.1.

15.3 Assignment. You may not assign or transfer any rights or obligations under these Interface Terms without the Interface Operator's prior written consent, including by operation of law or in connection with any change of control. Any attempt to assign or transfer without such consent will be null and void. The Interface Operator may assign or transfer these Interface Terms in whole or in part without your consent.

15.4 No Waiver. Failure by the Interface Operator to enforce any provision of these Interface Terms will not constitute a waiver of that provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of the Interface Operator.

15.5 No Third-Party Beneficiaries. Except as otherwise expressly provided in these Interface Terms, there are no third-party beneficiaries to these Interface Terms.

15.6 Compliance with Law. The Interface Operator may be required by applicable law or regulation to take certain actions, provide information to government authorities, or otherwise cooperate with legal process. The Interface Operator 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 for any losses arising from such actions.

15.7 Electronic Communications. You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically that the Interface Operator provides in connection with these Interface Terms or the Interface. You agree that the Interface Operator may provide such communications to you by posting them on the Interface. You may contact the Interface Operator with questions or complaints concerning the Interface at [email protected].

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

15.9 Language. These Interface Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version conflicts with the English version, the English version controls.

15.10 Headings. Section headings are for convenience only and will not be used to limit or construe the sections to which they apply. Wherever the words "include," "includes," or "including" are used they will be deemed to be followed by the words "without limitation."

15.11 Survival. Sections 9 (Jurisdiction Restrictions and Incorporation of Protocol Terms), 11 (Limitation of Liability), 13 (Dispute Resolution and Arbitration), 14 (Class Action and Jury Trial Waiver), and 15 (General Terms) will survive any termination of your access to the Interface, together with any other provision that by its nature should survive termination.