Terms of Service
Last revised on March 6, 2025.
1. Scope of application
The following provisions ("Terms of Service") apply to (i) the provision of Arrakis' websites and applications https://www.arrakis.finance/, https://app.arrakis.fi/modular/, https://app.arrakis.fi/palm, https://app.arrakis.fi/pro and all associated sites ("Platform"), (ii) the provision of Software (as defined below), as made available via the Platform as a cloud-based software-as-a-service (SaaS); and (iii) all other services related thereto or provided via the Platform by Arrakis; as well as the (iv) provision of any other products and/or services of Arrakis whose underlying agreement incorporates these Terms of Service (hereinafter referred to as "Services"). The underlying agreement in which the Terms of Service, and, as applicable, an Individual Agreement (as defined below), are incorporated is referred to as "Agreement".
Only this Agreement shall apply to the Services. Terms and conditions of the User (as defined below) shall not apply; even if Arrakis has not expressly objected to their application in individual cases, in particular confirmations of the User with reference to its own terms and conditions.
By using the Services, the User accepts these Terms of Service in a legally binding manner concluding this Agreement and confirms that it has read the Terms of Service and fully agrees to them. Should this not be the case, the use of the Platform and the Services by the User is not permitted.
2. Defined Terms
The following provisions ("Terms of Service") apply to (i) the provision of Arrakis' websites and applications https://www.arrakis.finance/, https://app.arrakis.fi/modular/, https://app.arrakis.fi/palm, https://app.arrakis.fi/pro and all associated sites ("Platform"), (ii) the provision of Software (as defined below), as made available via the Platform as a cloud-based software-as-a-service (SaaS); and (iii) all other services related thereto or provided via the Platform by Arrakis; as well as the (iv) provision of any other products and/or services of Arrakis whose underlying agreement incorporates these Terms of Service (hereinafter referred to as "Services"). The underlying agreement in which the Terms of Service, and, as applicable, an Individual Agreement (as defined below), are incorporated is referred to as "Agreement".
"Applicable Laws" means, in case of the User, all legal, tax, accounting and regulatory requirements that are applicable to the User while using the Services, and in case of Arrakis, all Swiss legal, tax, accounting and regulatory requirements applicable to Arrakis while providing the Services.
“Arrakis Transaction” means the execution of an Arrakis Smart Contract by the User via the Services.
"Blockchain" means the blockchain or comparable technology named on the Platform for the Services offered.
"Business Day" means any day from Monday through Friday, excluding legal holidays in Zug, Switzerland.
"Crypto Assets" means digital assets, representing any kind of digital values that are based on a Blockchain, commonly referred to as tokens or coins.
“End Users” means any customers or other users enabled by User to directly or indirectly use Arrakis' Services or parts thereof.
"Force Majeure Event" means an event which is beyond the reasonable control of Arrakis and which could not have been or should have been avoided or mitigated by economically reasonable matters; including an event which falls into one or more of the following categories: strike, lock-out or labour dispute (excluding, in all cases, by the employees of Arrakis or its sub-contractors or suppliers); act of God, fire, flood and storm; war, military action, riot, civil commotion, terrorism, epidemic or pandemic; explosion or malicious damage; interruptions or failures caused by Blockchain network congestion; protocol changes (e.g., hard forks); and provided that mere shortage of materials, equipment, labour or supplies shall not constitute a Force Majeure Event unless this shortage is caused by events or circumstances which are themselves a Force Majeure Event.
"Gas Fees" are external transaction fees imposed by a Blockchain and associated with the execution of Transactions and allocation of Crypto Assets on a Blockchain.
"Open-Source Software" means any software product, including any Smart Contracts (as defined below), the license terms of which contain at least one of the following requirements as a condition for the use, modification and/or distribution of the relevant software product and/or other software components that are incorporated into this software product, derived from it or processed with the software product ("Derived Software Product"):
that the source code of the software product and/or of any Derived Software Products is made available to third parties;
that third parties are granted permission to create derivatives of the software product and/or of any Derived Software Products.
Open-Source Software therefore includes, without limitation, software products that are covered by the following licenses and/or the following distribution models: GNU General Public License (GPL), GNU Lesser or Library GPL (LGPL), Apache Software License, MIT License, BSD Licenses, European Union Public License.
"Individual Agreement" means an individual agreement, order confirmation, statement of work and/or any other document referring to these Terms of Service.
"Resources" means all open-source documentation, manuals, documents or other information available on the Platform.
“Parties” means Arrakis and a User together, individually each a “Party”.
"Software" means all applications and software, including all features and functionalities, provided via the Platform, and Arrakis Smart Contracts.
"Smart Contracts" means automated and self-executing computer codes, which hold and transfer Crypto Assets on a Blockchain, and which are neither operated nor controlled by Arrakis and executed by the User.
"Service Fees" means the fees applicable for the provision of Services, as indicated on the Platform or as agreed upon in an Individual Agreement.
"Third-Party Data" means any information or other data provided by third parties.
"Third-Party Services" means products, software, including Third-Party Software (as defined below) and Open-Source Software, applications, infrastructure services or other services that are not provided by Arrakis, but may be integrated or otherwise be available or accessible for use in connection with the Services.
"Third-Party Software" means software, including Smart Contracts, that is not Open-Source Software, but belongs to third parties.
"Transaction" means the execution of a transaction on a Blockchain.
"Users" means all users of the Services, including visitors of the Platform, deployers of Software, liquidity providers, and token issuers, as applicable; and "User" means the contractual party to this Agreement.
"User Data" means all data uploaded to Software by a User or otherwise provided by a User to Arrakis in connection with the Services, including, but not limited to Transaction data.
"User Systems" means any equipment, systems and ancillary services needed and used by the User to connect to, access or otherwise use the Services, including, without limitation, hardware, servers, software, Smart Contracts, operating systems, networks, web browsers and the like.
"Wallet" means a piece of software, a piece of hardware or another system for storing cryptographic keys that can be used to store, manage and/or dispose of Crypto Assets.
3. Services
Eligibility. The User must be eligible and must have obtained all necessary consents and permissions required and must observe any formalities in any jurisdiction required to enter into and comply with the Agreement and use the Services, under all Applicable Laws, and, in particular, complies with the provisions on anti-money laundering (section 22). The User acknowledges that Arrakis does not give any legal advice and has not legally verified whether the User, according to Applicable Laws, is eligible to use the Services. The User confirms that it is not a national or resident of Switzerland, the United States of America, China, India, Pakistan, Bangladesh, Nepal, Myanmar, South Sudan, Yemen, Haiti, Barbados, Jordan, Cambodia, Turkey, Mali, Uganda Russia, Turkey, Nigeria, any country sanctioned by the United Nations, European Union, or OFAC, including North Korea, Iran, Syria, Cuba, Venezuela (specific individuals and entities), Crimea Region of Ukraine, and Belarus or any territory in which it is unlawful for the User to use the Services. It is the User’s sole responsibility to ensure that to use the Services is not prohibited under Applicable Laws.
Arrakis reserves the right to ensure the eligibility of the User by technical means and to exclude users not eligible from the use of the Services (e.g., geo-blocking)
Arrakis Protocol. Arrakis has developed a liquidity management system (“Arrakis Protocol”) consisting of permissionless Smart Contracts which autonomously facilitate and manage liquidity operations (such Smart Contracts being referred to as “Arrakis Smart Contracts”) and the underlying offchain technical infrastructure, (“Arrakis Offchain Infrastructure”). The Arrakis Smart Contracts operate in an autonomous, permissionless, non-custodial manner on public Blockchains and are neither operated nor controlled by Arrakis. The User deploys and executes the underlying Arrakis Smart Contracts, and therefore the Arrakis Protocol, at its own responsibility. The execution and deployment of the Arrakis Protocol are not part of the Services.
Services. Via the Platform, Arrakis provides access to and use of the most current version of Software via the Platform, in particular, but not limited to a user interface allowing access to and use of the features and functionalities of the Arrakis Protocol (“Arrakis UI”) as a cloud-based software-as-a-service (SaaS) and provides the Arrakis Infrastructure as one or more Services to Users, as applicable, under the additional terms of an Individual Agreement, for the duration of this Agreement. Further features and functionalities of the Services provided by Arrakis are indicated on the Platform, or an Individual Agreement. Software is not delivered to the User, unless otherwise indicated on the Platform or agreed in an Individual Agreement.
Arrakis UI and Configuration. Via the Arrakis UI and/or upon written request to Arrakis, the User may define certain strategies or other parameters for its execution of Arrakis Smart Contracts (“Configuration”). The assessment of predefined parameters of Arrakis Smart Contracts as well as the Configuration is the sole responsibility of the User and not part of the Services. Arrakis solely provides the technical implementation of and technical support for the Configuration and does not offer, provide or otherwise owe any investment advisory services, investment recommendations, tax or legal advice in connection with the Services.
Arrakis Offchain Infrastructure. Any offchain actions carried out by the Arrakis Offchain Infrastructure are performed programmatically, based on the predefined parameters of the Arrakis Smart Contracts and/or the User’s Configuration. Arrakis cannot control, manage, withdraw, or otherwise dispose of the User’s Crypto Assets.
Role and Responsibility of Arrakis. Arrakis' role is limited to that of a technical service provider. Arrakis solely provides the Arrakis Offchain Infrastructure and access to and use of the Arrakis Protocol via the Arrakis UI. Arrakis does not control or otherwise operate Blockchains, Crypto-Assets, Third-Party Services, Arrakis Smart Contracts or the Configuration. Therefore, Arrakis does not assume any responsibility for Blockchains, the User's Crypto Assets, the execution of Smart Contracts, including Arrakis Smart Contracts, or deployment of other functionalities of Software by the User, User Data or Third-Party Services (see also section 16 (Risks and Responsibilities)). Furthermore, Arrakis does not assume any responsibility for the integration of the Services in the User Systems as well as the Configuration of the Services by the User.
Responsibility of the User. The User uses the Arrakis Protocol, Smart Contracts, Software and/or the Services at its own and sole responsibility. The User is strongly advised and undertakes to only use the Arrakis Protocol and/or the Services after consultation of the relevant documentation. The User shall inform itself on and make sure that it understands the functioning of the Services and underlying structures, including operational parameters and constraints as well as their effects and associated risks. The User has the sole responsibility to obtain and examine all information required before executing the Arrakis Protocol, in particular before transferring any Crypto Assets to the Arrakis Smart Contracts deployed by the User. Solely the User decides in its own responsibility on whether to transfer any Crypto Assets.
4. Availability, maintenance, modifications
Availability. Arrakis endeavours to ensure the greatest possible availability of the Services. Maintenance work, security and capacity reasons, technical or operational circumstances and events outside Arrakis' control may lead to temporary or permanent unavailability of the Services. Arrakis reserves the right to temporarily restrict access to the Services or the possibility of using them in whole or in part if this is necessary due to capacity limits or the security or integrity of the servers or in order to carry out technical measures which serve the proper provision of the Services or improvement (e.g. for maintenance work). During the term of the Agreement, Arrakis will render maintenance services and ensure the operational integrity, security, state of the art and economic use of Services.
Modifications. Arrakis reserves the right to update, adapt, improve, expand, change, further develop or otherwise modify Software and/or the Services in whole or in part on an ongoing basis to adapt to changed legal situations, technical developments, to improve IT security or the User's experience or for other business purposes. Arrakis further reserves the right to discontinue any Services, any feature of the Services or any portion thereof at any time during the term at Arrakis' sole and reasonable discretion. Arrakis will provide the User with at least one (1) month's prior notice on the Platform of any modification or discontinuation of Services (or portion thereof) that would result in a material diminution of the Services offered to the User, provided that a shorter notice period may be required by law or security reasons. Arrakis endeavours to ensure, but in no way warrants, that updates, upgrades and other modifications shall, if possible, not (a) negatively affect the security and performance of the Services; (b) reduce the functionality or features of the Services.
Provision of modifications. Arrakis may provide updates, upgrades or other modifications to the Services and require the User to install certain software updates for the Services to work optimally in conjunction with the Services. It is the User's responsibility to install and/or deploy these modifications on the User Systems used in connection with the Services. Arrakis will not be responsible for any use of the Services, to the extent the User Systems used were not updated and will bear no liability for any damage caused due to the inability to use the Services or for any transfer which will not be performed properly, in each case due to the use of User Systems which were not updated. Furthermore, for certain modifications (at Arrakis' sole discretion), due to security issues, Arrakis may deny access to non-updated User Systems. This Terms of Service shall govern any update, upgrade or other modification that replaces or supplements the original Services.
5. Rights of use
All right, title, and interest evidenced by or embodied in, attached, connected, and/or related to Software and any and all updates, upgrades, versions, improvements or other modifications and derivative works thereof as well as the entire content of the Services, including but not limited to Arrakis' logo and all Resources, designs, texts, graphics, images, user interfaces, visual interfaces, information, data, computer code, sound files, other files as well as their selection and arrangement, are and shall remain owned solely by Arrakis; even if they result from requests or reports from the User, and the User has no rights thereto. This Agreement does not convey to the User any interest in or to the Software or the Services other than a limited right to use Software and the Services in accordance with this Agreement.
For the avoidance of doubt: The User does not receive the right to read, receive or edit the source code and/or object code of Software under this Agreement.
Except as expressly provided in these Terms of Service, no part of the Platform and no content indicated therein may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution for any commercial purpose, without Arrakis or the respective third party's express prior written consent.
This section does not apply to any Open-Source Software or Third-Party Software incorporated in or provided with the Services. Open-Source Software and Third-Party Software are subject to their relevant license terms, as applicable (section 6 (Third-Party Data, Third-Party Software and Open-Source Software)).
6. Third-party data, third-party software, third-party services and open-source software
Third-Party Data. To the extent the Services rely on Third-Party Data or Third-Party Data is provided or otherwise used in connection with the Services, the User is aware that Third-Party Data is not provided by Arrakis but by a third-party provider. Arrakis has no influence on Third-Party Data and is not responsible for Third-Party Data, in particular, but not limited to, its content or its accuracy. The User may use Third-Party Data only with the Services in accordance with the present Terms of Service. The use of Third-Party Data may be governed by a separate agreement with a third-party provider if the Services on the Platform or an Individual Agreement itself include such an agreement or refer thereto or expressly state that Third-Party Data is provided.
Third-Party Software and Third-Party Services. To the extent Software contains Third-Party Software or to the extent Arrakis deploys and runs Third-Party Software in connection with or as part of the Service or the User uses Third-Party Services in connection with the Services, User may use the Third-Party Software and/or Third-Party Services only with the Services in accordance with the present Terms of Service, as applicable. Notwithstanding the foregoing, use of the Third-Party Software and/or Third-Party Services may be governed by separate terms by separate terms provided by the respective Third-Party Services providers. Arrakis is not a party of any agreements on the provision of Third-Party Services, not responsible for the content and validity of such agreements nor for the Third-Party Services provided under it.
Open-Source Software. The User acknowledges that the Software may contain Open-Source Software or that Arrakis deploys and runs Open-Source Software as part of the Services.
7. Support services
Support Services. Arrakis supports the User in using the Services in solving issues arising from such use ("Support Services"). Arrakis provides the Support Services upon receipt of a support request at support@arrakis.finance or any other dedicated online-platform indicated by Arrakis. Arrakis will endeavour, but in no way warrants, to respond to support requests within five (5) Business Days, applying the standards of due care and diligence. Arrakis does not owe the success of the processing of a support request, such as a problem solution.
Additional Support Services. Additional Support Services (e.g., real-time chats, direct access to core engineers, product and executive team, unlimited support tickets) for the Services ("Additional Support Services") may be agreed upon in writing and are subject to payment of the applicable fees. Upon request of the User, Arrakis will provide the User with a quote for such fees.
Engineering Support (optional). Arrakis can provide engineering support. The availability and costs of such engineering support will be derived on a case-by-case basis based on the scope of the project and hourly rates. Upon request of the User, Arrakis will provide the User with a quote for the engineering support in a reasonable amount of time.
8. User obligations
To access and use the Services, the User is required to have User Systems that correspond to the current state of technology. Furthermore, in order to use the Services, the User must have an internet connection that offers a sufficient data transfer rate and there must be sufficient storage space available on the User's device.
Only the User is responsible for integrating the Services in the Users’ systems, for the configuration of the Services by the Users and for any other use of the Services by the User. The User must not use the Services without prior consultation of any available documentation, or, to the extent not available, after consultation with Arrakis. The User acknowledges that any use of the Services which is not in line with the documentation or any system requirements may lead to substantial damages.
The User shall obtain and maintain User Systems up to date and consistent with prevailing industry standards and in a manner which minimizes errors and interruptions in the Services. The User shall, in particular, install or deploy any updates or upgrades on its User Systems as required by Arrakis pursuant to section 4.3 (Provision of modifications). The User shall also be responsible for maintaining the security of the User Systems at any time.
To access and use individual Services, the User may be required to connect a Wallet in accordance with section 9 (Wallet) to the Platform and/or the Services.
Except as permitted by Applicable Law or express written agreement of Arrakis, the User will not, directly or indirectly,
reverse engineer, decompile, disassemble or otherwise attempt to discover any source code, object code or underlying structures, ideas, know-how or algorithms relevant to the Services, Software, or data associated with the Services, disassemble or otherwise attempt to discover any of its components;
make any modifications to the Services or Software, create any translations of the Services or Software, or create any derivative works based on the Services or Software;
distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Software, or any of the User's or Arrakis' rights therein,
interfere or attempt to interfere with the integrity or proper working of the Software or the Services,
use the Services or Software for the benefit of any third party in violation of the Agreement;
upload any User Data to the Software that violates Applicable Law or the rights of third parties or contains viruses or other harmful components;
take any measures aimed at circumventing technical protection measures of the Software or the Services and to refrain from any form of unauthorized use of the Software or the Services, in particular attempts to overcome or circumvent the security mechanisms of the Software or to disable them in any other way, to use computer programs that enable the automatic reading of data, as well as to use/implement and/or disseminate viruses, scripts, trojan horses, worms, malware, timebombs, brute force attacks, spam, or other harmful components, programs or procedures that are suitable to harm Arrakis, the Software and/or other users of the Software;
engage in or promote or use the Services for illegal activities, in particular in breach of section 23 (Anti Money Laundering) or other money laundering or other fraudulent activities;
use the Services or the Software improperly or against Applicable Law; or
use, employ or operate bots or other forms of automation when using the Software
(all a "Prohibited Use").
Any breach of section 8.5 (Prohibited Use) may result in immediate exclusion from access and use of the Services, termination of the Agreement without notice and the initiation of civil and criminal proceedings as well as the assertion of claims for damages by Arrakis against the User.
The User shall take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Software and/or the Services. The User shall, in particular, but not limited to
ensure that the use of the Software and/or Services is fit and secure for the intended purpose;
check User Data for viruses or other harmful components before storing them or using them in the Software and shall use state-of-the-art measures (e.g., virus protection programs) for this purpose. The User is responsible for regularly carrying out appropriate data backups for User Data;
check User Data, in particular if provided in connection with Transactions, for accuracy and completeness;
check applicable Gas Fees and Middleware Fees before executing Transactions or Smart Contracts
only use the Services if the User understands the features and limitations of the Services.
9. Wallet
The User may require a Wallet as indicated on the Platform to get access to and to use individual Services. Arrakis indicates the supported Wallets on its Platform. The management of Crypto Assets, including the transfer to the Wallet address of the User is not part of the performance of Arrakis and is solely the responsibility of the User. The Wallet contains a cryptographic key with which the User can dispose of his digital assets. Arrakis has no access to the cryptographic keys or Crypto Assets of the User. The User shall ensure that it treats the Wallet, associated passwords and access data, the cryptographic key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data"), confidentially and that the Wallet Access Data, insofar as it has access to it, is secured against access by third parties by means of appropriate technical and organisational measures. The User is aware that it is solely responsible for the control of its Wallet and that the loss of control over the Wallet may result in the loss of Crypto Assets and that Crypto Assets can no longer be disposed of.
The User is aware that the Wallet is not operated by Arrakis, but by a third-party provider. Arrakis has no influence on the third-party provider or the wallet operation. Arrakis only permits the User to use a third-party Wallet on the Platform.
10. Condition and warranty
Arrakis is not responsible for a certain success of the Services and in this respect no warranty rights exist.
To the extent Software contains Third-Party Software and/or Open-Source Software, or to the extent Smart Contracts, Third-Party Software and/or Open-Source Software are used by the User in connection with or as part of the Services, or to the extent the Services otherwise make use of Smart Contracts, Third-Party Software and/or Open-Source Software, (for example via user interfaces), the User shall have no warranty rights with respect to defects in Smart Contracts, Third-Party Software or Open-Source Software. The User accepts that the User uses Smart Contracts, Third-Party Software, Third-Party Services or Open-Source Software at its own risk.
Software and Arrakis Smart Contracts include experimental technology under active development. There is no guarantee that Software, Arrakis Smart Contracts and/or the Services function error-free or have a minimum uptime although Arrakis endeavours to provide Software, Arrakis Smart Contracts and/or the Services in accordance with industry standards. Failures in Software, Arrakis Smart Contracts and/or the Services might lead to reduced functioning or no functioning of the Services at all.
Arrakis gives no guarantees or warranties with respect to the Software, Arrakis Smart Contracts and/or the Services, either expressed or implied. In particular, Arrakis neither warrants nor guarantees that Arrakis will continue to provide the Services indefinitely or that the Software, Arrakis Smart Contracts and/or the Services are error-free. Such promises made by Arrakis' employees are invalid.
The condition of the Services is only determined by the Agreement. Warranties regarding the Services in public statements, in particular advertising, or in statements by Arrakis' employees do not contain any indication of the condition. Arrakis does not give any warranty and does not assume any procurement risk, unless otherwise expressly agreed in an Individual Agreement.
In the event of defects, Arrakis does not owe a remedy for the specific defects. Instead, Arrakis shall be entitled to make available an updated version of the Software necessary to maintain the contractual condition and to remedy defects.
Claims in connection with downtime of Arrakis' servers or Arrakis' technical infrastructure or any other Service disruption leading to loss of Crypto Assets or other funds of the User and/ or its End Users (all a "Damaging Event") shall be excluded if
such Damaging Event is caused by outages or other unavailability or disruption due to causes within the control of third parties, suppliers or telecommunication providers or otherwise beyond Arrakis' control, in particular, but not limited to, a Force Majeure Event or due to outages, dysfunctions or updates of the Smart Contracts and/or a Blockchain;
the User does not provide User Data in accordance with section 8 (User Obligations);
the User fails to take any actions upon which Arrakis' performance is dependent;
the User fails to use the Services in accordance with Arrakis' requirements, as stated in these Terms of Service and on the Platform;
the User fails to fulfil its obligations as set forth in section 9 (User Obligations); or
the User otherwise uses the Software in an improper or inappropriate manner.
11. Remuneration
Service Fee. The Services may be subject to payment of a Service Fee. The amount of the Service Fees for Services shall be determined as indicated on the Platform and/or according to Arrakis' price list applicable at the time the respective Services are provided, unless otherwise agreed in an Individual Agreement.
Unless otherwise indicated on the Platform or agreed in an Individual Agreement, Service Fees are due and payable upon the first use of the respective Services in the payment periods and payment modalities as indicated for the respective Service on the Platform in accordance with section 12.1 (Payment of Fees).
Service Fee Changes. Arrakis reserves the right to change any Service Fees or other compensation and to establish new Service Fees and other compensations at the end of each Service Term (as defined in section 13.1 (Service term for Subscribed Services)) or Renewal Service Term (as defined in section 13.1 (Service term for Subscribed Services)). In case of a change of Service Fees by Arrakis, a User may either partially terminate the Agreement regarding the affected Subscribed Service(s) or terminate the whole Agreement.
All outlined costs are excluding VAT.
Unless otherwise agreed upon or stated on the Platform, the use of Services is provided free of charge to the User.
12. Payments
Payment of Fees. Unless another payment method is indicated on the Platform or agreed in an Individual Agreement, payments for Service Fees, and/or any other fees and/or remuneration as agreed in an Individual Agreement and/or indicated on the Platform (together the "Fees") shall be made in a crypto currency and are automatically paid by way of Smart Contracts, as applicable for respective Fee.
Conversion. Any conversion of Fees shall be determined by the exchange rate (i) of an exchange (Börse), (ii) (if not listed by an exchange) of a centralized exchange (e.g. Kraken, Coinbase, Bitpanda etc.) or (iii) (if not listed on a centralized exchange) published by a web-based list (e.g. www.coinmarketcap.com) at the end of the previous day (24:00h CET) before the day on the date shown on an invoice.
Default of Payment. While a User is in default with any payment due and payable under this Agreement, Arrakis shall have the right to suspend access to the respective Service or all Services provided to the User, until payment has been made or sufficient funds are provided to execute a Transaction and/or to terminate this Agreement; unless this would be unreasonable, for instance if the outstanding amount is relatively small. The User's obligation to pay any Fees for suspended Services shall remain unaffected.
Interest. In the case of insufficient funds of Crypto Assets and default in payment by the User, Arrakis may charge interest at a rate of nine (9) percentage points per annum above the applicable base interest rate, unless Arrakis shows greater damage. Arrakis' further rights shall remain unaffected thereby.
13. Term and terminations
Service Term for Services. The term of this Agreement with a User on the provision of the Services shall be unlimited unless otherwise indicated on the Platform for the respective Service or agreed in an Individual Agreement ("Service Term"). . Arrakis may terminate the Agreement giving no less than thirty (30) days prior notice of the discontinuation of Services via an announcement on the Platform and/or other communication channels. Unless otherwise indicated on the Platform or agreed in an Individual Agreement, the User may terminate the Agreement at any time by suspending the use of the Services; whereby any payment obligations of the User, as applicable, remain unaffected.
Termination for cause. The right of both, Arrakis and the User, to extraordinary termination for good cause shall remain unaffected. Good cause shall be deemed to exist in particular
for Arrakis in a case of section 8.5 (Prohibited Use);
for the User in a case of section 11.3 (Service Fee Changes by Arrakis);
for Arrakis in a case of section 12.4 (Default of Payment);
for the User in a case of section 19 (Non-performance due to a Force Majeure Event);
for Arrakis, if Arrakis must terminate the provision of the Services, for example because a supervision authority or another authority or a court demand Arrakis to terminate the provision of the Services;
for Arrakis, if Arrakis is unable to continue to operate the Services for an extended period of time for reasons beyond Arrakis' control; or
for Arrakis, if the provision of the Services becomes otherwise impossible or economically unreasonable for legal or factual, in particular technical, reasons;
for either Party, in case of the opening of insolvency proceedings over the assets of the other Party, the refusal of the opening of such proceedings due to lack of assets or the filing of an application for the opening of insolvency proceedings over the assets of the other Party by the other Party; or
for either Party, if the shareholders of the other Party resolve the liquidation of the other Party; or
for either Party, if the shareholders of the other Party for either Party, if Arrakis or the User cease to be or becomes, in Switzerland, prohibited by Applicable Laws or any order from any regulatory body or a governmental authority from, providing or undertaking its business to the extent related to the Services. the liquidation of the other Party; or
14. Consequences of termination
Discontinuation. Arrakis will cease to provide the Services ("Discontinuation") at the end of this Agreement, for whatever reason, unless otherwise agreed between the Parties in writing. As a result of the Discontinuation any Crypto Assets of the User, End Users (as defined below) and/or other third parties can no longer be withdrawn via the Services. Any User Data, including Transaction data, as well as any other data stored on or related to the User's use of the Services are no longer available to and/or accessible for the User, End Users and/or other third parties. After a Discontinuation, Arrakis is neither able to nor obliged to recover or otherwise restore Crypto Assets and/or User Data and will, unless the Parties agree otherwise in writing, delete all data at the date this Agreement ends, insofar as this is legally permissible, i.e. in particular insofar as no statutory retention periods under Applicable Law conflict with this. Arrakis assumes no responsibility or liability whatsoever with regard to Crypto Assets or data being lost due to the Discontinuation. It is the sole responsibility of the User to back-up any data before the Discontinuation and the User shall bear all costs incurred by the User as a result of the Discontinuation.
Survival. All provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination of the Agreement. This includes in particular, but is not limited to sections 2 (Defined Terms); 3.1 sentence 3 (Software is not delivered); 5 (Rights of use); 10 (Condition and warranty); 11 (Remuneration); 14 (Consequences of termination); 15 (End User Relationship); 16 (Responsibilities and Risks); 20 (Liability); 21 (Indemnification); 24 (Miscellaneous).
15. End user relationship
Arrakis does not assume any responsibility with regard to End Users and this Agreement does not establish any contractual relationship between Arrakis and such End User. User’s End Users are not entitled to any rights or claims arising out of or in connection with this Agreement and/or the provision of the Services by Arrakis. Should End Users use additional services from Arrakis, such additional services between Arrakis and the End Users are governed by an agreement different from this Agreement.
16. Responsibilities and risksSCOPE OF APPLICATION
Blockchain. The User acknowledges that the functioning of individual Services is dependent on a Blockchain other than the centralized Blockchain components as provided as part of the Services, which Arrakis cannot influence (e.g., the Ethereum Blockchain which is operated on a public, decentralised network). In the absence of control and influence, Arrakis is therefore not responsible for the existence, security or maintenance of such Blockchain. Such Blockchain, on which Smart Contracts and therefore Software are based, may include coding errors or otherwise not function as intended. The User is aware that such Blockchain can be changed and updated without Arrakis being able to intervene. Updates to such Blockchain may have unintended adverse effects on the use of the Services and the User’s Crypto Assets. Updates can change the way in which such Blockchain works and thus the way in which Smart Contracts and therefore the Software and the Services work. In addition, the network, and thus such Blockchain, may split (hard fork). A hard fork means that some of the computers on the network have installed the update and some of the computers do not accept the update. After such a hard fork, the network splits to create two versions of such Blockchain. Then the Crypto Asset's owners essentially own it on both the original and the updated version of such Blockchain. Updates can thus have an impact on a Crypto Asset's price performance and lead to the assets invested by the User being partially or completely lost. Forks, network congestion and other external factors can lead to rebalancing errors or other losses of the User’s Crypto Assets.
Smart Contracts. Arrakis has no influence over whether the Blockchain or any Smart Contracts and systems built upon it will function without errors or failures or will continue to exist in their current form, which may negatively affect the use of the Services. The execution and deployment of any Smart Contracts is not part of the Services under this Agreement. Arrakis does not have any control over the Smart Contracts deployed by the User. All Transactions are executed by the User. The Transactions are dependent on the User, the Configuration, User Data, the Blockchain, Smart Contracts, Third-Party Data, Third-Party Services and other third parties. Therefore, Arrakis is not responsible for the suitability of the Services for the User's intended purpose or for successful or error free Transactions. In the event of a faulty Transaction executed by the User, Arrakis cannot make any corrections or influence the Blockchain, Smart Contracts or return Crypto Assets to the User.
Arrakis Protocol. Arrakis does not control or operate any Blockchain networks where the User executes and deploys the Arrakis Protocol. The execution and deployment of the Arrakis Protocol are not part of the Services. Arrakis solely provides the Arrakis UI to enable the User to access and use the Arrakis Protocol and provides the underlying Arrakis Offchain Infrastructure, based on which the User can execute and deploy Arrakis Smart Contracts on their own account and responsibility. Arrakis cannot control activities and data on the Arrakis Protocol or take possession, custody, or control over any Crypto Assets of the User.
Gas Fees. Gas Fees can fluctuate considerably and may be incurred for any Smart Contracts executed by the User. Paying a higher or lower Gas Fee can affect the speed of the Transaction. This may temporarily or permanently limit the possibility of Transactions, resulting in a loss of the Crypto Assets invested.
Theft and hacking. The Services, in particular Software provided and the Arrakis Offchain Infrastructure or servers or other technical infrastructure used by Arrakis as part of the Services, or the Blockchain may become the target of malicious cyberattacks or may contain exploitable flaws in their underlying code, which may result in security breaches. If the Services' or the Blockchain's security is compromised or if the Services or the Blockchain are subjected to attacks that frustrate or thwart Users’ ability to access and use the Services, Users may cut back on or stop using the Services altogether. The User's Crypto Assets may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with the Services or with Crypto Assets in a variety of ways, including but not limited to malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, if Software or Software components may be released as open-source software, hackers or other individuals may uncover and exploit intentional or unintentional bugs or weaknesses, which may negatively affect the Services, the Blockchain or the Crypto Assets. Hackers or other malicious groups of organizations may also attempt to get access to the User's Wallet or its Wallet Access Data, which would result in the loss of Crypto Assets or the loss of the User's ability to access or control the Crypto Assets.
User Data. Each User is responsible for the User Data provided by it. The entering of incomplete or faulty User Data may lead to faulty Transactions which cannot be corrected or reversed.
Third-Party Services and Third-Party Data. Arrakis is not responsible for any Third-Party Services used by the User in connection with the Services, in particular not their compatibility with the Blockchain or the Services (see sections 6 (Third-Party Services) and 18 (Links to other platforms, Third-Party Services). Sentence 1 shall also apply to the extent that Software contains Third-Party Software and/or Open-Source Software, or to the extent Arrakis deploys and runs Third-Party Software and/or Open-Source Software in connection with or as part of the Services, or to the extent Third-Party Data is provided or otherwise used in connection with the Services.
Compliance with Applicable Law. Arrakis does not assume any responsibility for the use of the Services by the User, in particular not for its compliance with Applicable Laws. The User is responsible for compliance with Applicable Law concerning its use of the Services and any User Data provided by it. Changes in regulatory requirements may result in access to a Blockchain, Crypto Assets or the Services being restricted. These and other restrictions may – as Arrakis cannot yet be aware of them – mean that Users are no longer able to gain access to the Crypto Asset; as a result, the latter might lose financial value or suffer a complete loss of value.
Integration, Configuration and User Systems. Arrakis does not assume any responsibility for the integration of the Services in the User Systems as well as the configuration of the Services by the User, in particular but not limited to the Configuration of Arrakis Smart Contracts. Only the User is responsible for integrating the Services in the Users’ systems, for the Configuration and any other configuration of the Services by the Users and for any other use of the Services by the User. The User shall apply utmost care when using the Services and the User acknowledges that any erroneous use of the Services may lead to significant damages.
17. Resources
Resources available on the Platform or provided with the Services are for informational purposes only and provided only as a convenience. Resources do not constitute investment advice or any form of personalized recommendation. In particular, they do not provide individualized recommendations, address or target specific Users or their representatives, or take into account the personal circumstances of any User. They are not disseminated selectively but made available as general information service without restriction to specific Users. Arrakis does not provide for technical, legal, fiscal, trading, economical and/or any other kind of advice or recommendation that may be relied upon. The User is strongly recommended to seek advice in those areas. Before utilizing any Resources, the User shall thoroughly review the Resources, in particular if they are suitable for the intended use. It cannot be ruled out that Resources from the Platform contain errors, mistakes, malpresentations or failures. The User is responsible for the deployment, implementation and other use of Resources. The User will therefore act at its own risk in accessing or in any way relying on Resources and the User is therefore solely responsible for any consequences thereof.
18. Links to other platforms, third-party services
The User uses all links provided on the Platform to visit third-party websites as well as Third-Party Services at its own risk. When the User leaves the Platform, the information it views is not provided by Arrakis. These Terms of Service do not govern the use of third-party websites and Third-Party Services. Arrakis does not monitor or have any control over and makes no claim or representation regarding these websites and Third-Party Services. To the extent such links are provided on the Platform or the connection to Third-Party Services is enabled via the Software, they are provided only as a convenience. Links to another website or possible connection to a Third-Party Service do not imply Arrakis' endorsement, adoption or sponsorship of, or affiliation with, such websites and/or Third-Party Services.
19. Force majeure
Arrakis shall be released from any performance of its obligations under this Agreement and shall not be liable to the User for delay or non-performance of its obligations under this Agreement where this is caused by a Force Majeure Event.
If any Force Majeure Event prevents Arrakis from fulfilling its material obligations under the Agreement for a continuous period of more than one (1) month the User may terminate this Agreement in accordance with section 13.2.4 (Termination for cause).
20. Liability
Arrakis shall be liable for intent and gross negligence. Arrakis' liability for indirect damages is excluded.
Arrakis and the User undertake in the event of damage occurring or having already occurred to make all necessary efforts or to arrange for such efforts to be made without delay in order to limit the damage and its effects to a minimum.
The above limitations of liability also apply in the case of the fault of a vicarious agent of Arrakis as well as for the personal liability of the organs, employees and representatives of Arrakis.
21. Indemnification
The User undertakes to indemnify Arrakis in full against (a) any claims by third parties based on an infringement of intellectual property rights attributable to the User, unless the User proves that it is not responsible for the breach of duty causing the damage; and (b) any and all losses, and other damages, including reasonable attorneys’ fees (hourly rates), relating to any claim End Users, or of another third-party arising out of or occurring in connection with the User’s use of Arrakis' Services, unless such damages are the direct result of intentional or grossly negligent breaches of duty on the part of Arrakis.
22. Anti-money laundering
The User warrants,
that the Services will not be used in any manner for any illegal or unethical purpose, including acts related to money laundering, terrorist financing or other acts that violate Applicable Law;
that the User will not use any proceeds of criminal or illegal acts; and
that no transactions in connection with the Services will be used to facilitate or engage in criminal or illegal acts, including acts related to money laundering, terrorist financing or other acts that violate Applicable Law.
The User The User represents and warrants that, as of the date of entering this Agreement, no criminal or regulatory investigation is pending against User, any affiliate of User, any officer or shareholder of User in connection with User's business activities. ,
The User warrants that, upon conclusion of the Agreement,
it is not included on a sanctions list of the United Nations, the European Union or the Federal Republic of Switzerland;
it is not acting indirectly (e.g., as a deputy or messenger) for a person who is on one of the sanctions lists referred to in section 22.3.1.
Should any of the events referred to in this section occur after the conclusion of the Agreement, the User undertakes to notify the Arrakis immediately and to immediately suspend all transactions in connection with the Services.
The User confirms that it is acting exclusively in its own economic interest.
23. Privacy
Arrakis' privacy policy can be found at https://arrakis.finance/privacy-policy; it is not subject to this Agreement.
24. Miscellaneous
Any Individual Agreement referring to these Terms of Service is governed by and incorporates these Terms of Service. In the event of any conflict between an Individual Agreement and the Terms of Service, the Individual Agreement shall prevail.
Where the Terms of Service or an Individual Agreement, as applicable, require the written form, simple e-mail or similar (e.g., messages in online platforms) shall suffice, unless otherwise stipulated.
These Terms of Service and, if applicable, an Individual Agreementand their interpretation are subject to Swiss substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Exclusive place of jurisdiction for all disputes regarding rights and duties under this Agreement, including its validity shall be Zug, Switzerland.
Should one or more provisions of this Agreement be or become invalid or unenforceable, this shall not affect the validity and enforceability of the remaining provisions of this Agreement. The same shall apply if the Agreement does not contain an essential provision. In place of the invalid or unenforceable provision, or to fill a contractual lacuna, such valid and enforceable provision shall apply which reflects as closely as possible the commercial intention of the Parties as regards the invalid, unenforceable or missing provision.