Terms & Conditions

1. Scope of Application

These Terms and Conditions ("T&Cs") of Arcium Verein, Grabenstrasse 25, 6340 Baar, Switzerland ("Arcium") apply to (i) the use of Arcium's website arcium.com ("Website"), (ii) the user interface and software made available on the Website as a service ("Software") and (iii) all other services provided via the Website. The provision of and access to Software and Website and all services related thereto are referred to as "Services" of Arcium.

With the Software, Arcium provides optional user interfaces (UI) and command line interfaces (CLI) for the User to create and configure Multiparty computation eXecution Environments (MXEs) on the Blockchain using the Arcium Network and for the User to access the underlying smart contract's staking features. The provision, maintenance, management, or execution of the MXEs, the provision of any staking features, the operation of the Blockchain and the operation of the Arcium Network are not part of the Services. The Software merely facilitates the User's interaction with the Arcium Network.

Terms and conditions of the User shall not apply, even if Arcium has not expressly objected to their application in individual cases.

By clicking the respective button before using the Services, the User accepts the T&C in a legally binding manner. By using the Services offered via the Website, the User confirms that he/she has read the T&C and fully agrees to them. Should this not be the case, the use of the Website, Software, and the Services by the User is not permitted.

2. Definitions

In these T&Cs, the following terms shall have the meanings assigned to them herein:

1. "Applicable Law" means all laws, rules, treaties, regulations, and administrative orders applicable to the User using the Services.
2. "Blockchain" means the Solana blockchain.
3. "Crypto Assets" means digital assets, representing any kind of digital values that are based on the Blockchain, commonly referred to as tokens or coins.
4. "Arcium Network" is a decentralized physical infrastructure network for confidential computing capable of performing Multi-Party Computations (MPC).
5. "MPC" stands for Multi-Party Computations and means a cryptographic protocol that allows multiple parties to jointly compute a function over their data inputs.
6. "MXE" stands for Multiparty computation eXecution Environment and means a set of parameters for secure Multi-Party Computations (MPC) to be executed on the Arcium Network.
7. "Private Key" is a cryptographic key necessary to dispose of Crypto Assets which proves ownership of Crypto Assets.
8. "User" means a person or legal entity entering into these T&Cs with Arcium.
9. "Wallet" means software or another system that allows the Users to manage their private keys and to dispose of Crypto Assets assigned to them.

3. User Requirements

The User assures and warrants that the User has the right, authority, and capacity to enter the T&Cs on behalf of himself/herself or the entity which the User represents.

The offer of the Software is directed exclusively at and the use of the Services is only permitted to (i) natural persons who have reached the age of eighteen (18) or (ii) legal entities.

The User requires a state-of-the-art internet browser and an internet connection to use the Services. The User shall be obliged to keep his/her browser and the device used to access the Website up to date.

The User shall not access or use the Services if the User is prohibited from doing so, whether by Applicable Law or under these T&Cs.

4. Functionalities of the Software

The Software provides optional user interfaces (UI) and command line interfaces (CLI) for the User to create and configure MXEs on the Blockchain using the Arcium Network and for the User to access the underlying smart contract’s staking features.

The Software does not provide, maintain, manage, or execute MXEs, nor does it interact with interrelated data input and data output within the Arcium Network. Arcium provides no encryption of data provided by the User to the Arcium Network for the execution of MXEs and assumes no responsibility for it.

The features of the Software and Services are further described on the Website.

Arcium makes available the Software, but Arcium does not offer, provide, maintain, manage, or execute MXEs and does not in any way interact with interrelated data input and data output within the Arcium Network. Arcium provides no encryption of data provided by the User to the Arcium Network for the execution of MXEs and assumes no responsibility for it. Arcium does not provide staking features related to the underlying smart contract. Arcium does not buy, sell, transfer, hold or receive Crypto Assets from, to or of the User.

The execution of the User's MXEs and interrelated data input and data output are from or to the Arcium Network to or from the User. Arcium does not control or otherwise influence and, therefore, is not responsible for the Arcium Network and its features.

5. Provision of the Software, Licenses

The Software is provided as a service (SaaS) via the Internet and Arcium makes the Software available for use by Users via the Website. The Software is not delivered to the User and no rights to receive Software, whether as source code or object code, are granted. Arcium grants to the User a simple (non-exclusive), non-transferable, non-sublicensable right to access and use the Software via the Internet in accordance with these T&Cs.

For the avoidance of doubt: The User does not receive the right to read, receive or edit the Software.

The entire content of the Services, including but not limited to Arcium's logo and all designs, texts, graphics, images, information, data, software, sound files, other files as well as their selection and arrangement is and remains the property of Arcium, affiliated entities, or third-party licensors. Arcium reserves all rights not expressly granted herein.

Arcium reserves the right to adapt, improve, expand, change, modify and delete the Services and/or the Software in whole or in part on an ongoing basis to improve the User's experience or for other business purposes. Arcium further reserves the right to discontinue the Services, any feature of the Software or any portion thereof at any time at Arcium's sole and reasonable discretion.

In the event that the Software is expressly provided for testing and evaluation purposes only, the User acknowledges that the Software may not operate with full functionality.

The User acknowledges that all enhancements provided by Arcium are the sole property of Arcium or third parties, even if they result from requests or reports from the Users, and the User has no rights to any requests or reports made. By submitting feedback, the User agrees that Arcium is free to use such feedback at its discretion and without additional compensation to the User and to disclose such feedback to third parties (whether on a non-confidential basis or otherwise).

Arcium shall enable the use of the Software within the framework of the current state of the art. Arcium reserves the right to temporarily restrict access to the Software or the possibility of using it in whole or in part if this is necessary due to capacity limits or the security or integrity of the Services or in order to carry out technical measures that serve the proper provision or improvement of the Software (e.g., for maintenance work).

Arcium is not obliged to provide updates or upgrades for the Software or to adapt the Software in any other way to possible changes in hardware and/or software (in particular operating systems).

6. User's Wallet

The User requires a Wallet for the use of the Software. Arcium does not offer a Wallet to Users and is not obliged to do so. The User must ensure that a Wallet has the necessary compatibility with the Blockchain. Arcium does not recommend particular Wallets, the User should do his/her own research.

The use of the Software requires the User to connect the Wallet to the Software.

The User shall ensure that he/she treats the Wallet, associated passwords, access data, the Private Key and any recovery identifiers (seeds) (together and individually the "Wallet Access Data") confidentially and that the Wallet Access Data, insofar as the User has access to them, are secured against access by third parties by means of appropriate technical and organizational measures.

The User is aware that anyone who has access to the Wallet Access Data may misuse the Wallet. The User must at any times store Wallet Access Data in a secure manner and shall prevent any exposing of Wallet Access Data while entering the Wallet Access Data. If the User gains knowledge of or could have known that another person has access to Wallet Access Data, the User shall immediately change the Wallet Access Data concerned or secure the respective Crypto Assets.

The User bears sole responsibility for the Wallet and the Wallet Access Data. The User is aware that the loss of control over the Wallet may lead to the loss of Crypto Assets, or to the rights to a Crypto Asset no longer being able to be proven and that Crypto Assets can no longer be disposed of.

Arcium has neither access to nor influence on the Wallet, Wallet Access Data or Crypto Assets of the User. Arcium therefore bears no responsibility whatsoever for the Wallet and the User's Crypto Assets. In particular, Arcium is not able to recover access to Crypto Assets if the User loses the Wallet Access Data.

The User is solely responsible for all actions taken by his/her Wallet connected to the Software, whether authorized by the User or not. Due to the non-custodial and decentralized nature of the Blockchain and the Arcium Network, Arcium is no intermediary, agent, advisor or custodian, and has no fiduciary relationship or obligation to User regarding any decision or activity of User using the Services.

7. Obligations of the User

Except as expressly permitted by Applicable Law or express written agreement of Arcium, the User will not, directly or indirectly,

1(a) 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;

1(b) 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;

1(c) use the Services or Software for the benefit of any third party in violation of the T&C;

1(d) 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 Arcium, the Software and/or other Users;

1(e) use the Software or the Services for money laundering, terrorism financing, tax or sanctions evasion or other illegal activities and, in particular breach section 14 (Prevention of money laundering, terrorist financing and violations of financial sanctions);

1(f) engage in or promote illegal activities, in particular fraudulent activities;

1(g) use the Services or the Software improperly or against the Applicable Law of the country in which the Software is provided or used;

1(h) use the Services or the Software in any jurisdiction or country if that use would subject Arcium to any requirement of registration or authorisation in such jurisdiction or country; or

1(i) use, employ or operate bots or other forms of automation, or any techniques to modify your internet protocol address (including use of a Virtual Private Network (VPN)) or otherwise circumvent the above restrictions, when using the Software.

(all a "Prohibited Use")

The User shall take all necessary and reasonable steps to prevent or limit any damage caused by the use of the Software.

The User bears sole responsibility for the payment of possible taxes incurred by the User in connection with the use of the Software. Users are strongly advised to contact the responsible authorities to ensure compliance with their possible tax and, where applicable, social security obligations. It is the sole responsibility of the Users to report any income to the responsible authorities.

8. Consequences of Misuse

If there is a reasonable suspicion that the User is creating a risk or possible legal liabilities or not acting in accordance with the T&Cs, Arcium may limit, suspend, or terminate the access to the Services, or portions thereof, and/or take technical and legal steps to prevent the User from accessing or using the Services, in particular, but not limited to, a case of:

1(a) a breach of section 3 (User requirements);

1(b) a breach of section 7.1 (Prohibited Use);

1(c)a breach of section 14 (Prevention of money laundering, terrorist financing and violations of financial sanctions).

This shall be without prejudice to further legal remedies available to Arcium under Applicable Law, including, without limitation, the initiation of civil and criminal proceedings and claims for damages by Arcium against the User.

9. Warranties

To the fullest extent permitted under Applicable Law, any and all guarantees and warranties with respect to the Software and/or the Services, either express or implied (including any implied warranties of merchantability, fitness for a particular purpose, security and non-infringement), are hereby excluded.

The Software is provided "as is," with all faults, defects, bugs, and errors. Arcium is not obliged to remedy any specific defects. Instead, Arcium shall be entitled but not obliged to make available an updated version of the Software to remedy defects. The User shall be obliged to use the most up-to-date version of the Software at all times.

Arcium neither warrants nor guarantees that Arcium will continue to provide the Software and/or Services indefinitely. Any promises to the contrary purported to be made by Arcium's employees or otherwise on behalf of Arcium are invalid.

Arcium does not give any warranties of any kind regarding the functionality, viability, performance, features, or any other properties and characteristics of MXEs and the Arcium Network or the interactions of the User with the Arcium Network and the Blockchain.

When a new version of the Software is released, all previous versions will lose their validity and will be overwritten by the update. These T&Cs shall govern any update and upgrade that replaces or supplements the original Software.

10. Termination

The User can terminate the agreement between the User and Arcium for use of the Software and/or Services in accordance with the T&Cs (the Agreement) at any time by disconnecting his/her Wallet from the Software.

Arcium may terminate the Agreement at any time without notice by suspending the Services and ceasing to offer and/or support the Software or a part thereof.

Without prejudice to the foregoing provisions, either Arcium or the User may terminate the Agreement for good cause. A good cause on Arcium's side shall be, in particular, but not limited to, if one or more of the following events occur:

1(a) a breach of section 3 (User requirements).

1(b) a breach of section 7.1 (Prohibited Use).

1(c) a breach of section 14 (Prevention of money laundering, terrorist financing and violations of financial sanctions).

1(d) Arcium is required by law or order of an authority or court to terminate the provision of the Software and/or Services, for example because a supervisory authority or another authority or a court demand Arcium to terminate the provision of the Software and/or Services.

1(e) Arcium is unable to operate the Software and/or Services for an extended period of time for reasons beyond Arcium's control.

1(f) The provision of the Services becomes otherwise impossible or economically unreasonable for legal or factual, in particular technical, reasons.

The User acknowledges that a termination of the Agreement does not affect (i) the Wallet, (ii) the Blockchain or (iii) the User's Crypto Assets.

11. Liability

To the fullest extent permitted under applicable law, in no event will Arcium be liable for damages of any kind, under any legal theory, arising out of or in connection with these T&C or relating to the Arcium Network or the Blockchain, including any indirect, special, incidental, consequential, exemplary, or punitive damages, including, without limitation, personal injury, pain and suffering, emotional distress, diminution in value, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

Arcium shall not be liable for any damage arising from facts based on use contrary to these T&Cs or unauthorized modifications of the Software and/or the Services by the User or third parties.

The above limitations of liability also apply in the case of the fault of a vicarious agent of Arcium as well as for the personal liability of the organs, employees and representatives of Arcium.

The User acknowledges that legal regulations in the areas of blockchain-based services, cryptocurrencies and Crypto Assets may change, and that new regulations or guidelines may develop. New or changing regulations or interpretation of existing laws and regulations may adversely affect the qualification and/or transfer and/or viability and/or value of Services and the Crypto Assets in the future and Arcium's future development solutions. Arcium shall not be liable for any losses that the User may incur as a result of such possible developments and the consequences, if any, thereof for Arcium, the Arcium Network, the Blockchain, Crypto Assets and/or their benefit and value, if any.

12. Indemnification

The User agrees, at his/her own expense, to indemnify, defend, and hold harmless Arcium and its affiliates, licensors, and service providers, and its and their respective owners, members, agents, directors, officers, employees, contractors, agents, licensors, suppliers, representatives, affiliates, successors, and assigns (collectively, Arcium Parties) from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or in connection with the User's breach of these T&C, violation of any law or regulation, or use of the Software and/or Services. Arcium reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the User, in which event the User will fully cooperate with Arcium in asserting any available defence.

If the User has a dispute with one or more other Users or other third parties, the User releases all Arcium Parties from all claims, liabilities, damages, losses, costs, expenses, or fees of every kind and nature arising out of or in any way connected with such disputes.

13. Risk Information

The User acknowledges that the Software, Services, and Arcium Network incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Software, Services, and Arcium Network could fail in an unexpected way, resulting in the total and absolute loss of data, or crypto assets. The User hereby agrees that he/she assumes all risks in connection with his/her use of the Software and Services, and interaction with the Arcium Network, and expressly waives and releases Arcium from any and all liability, claims, causes of action, or damages arising out of or in any way relating to him/her using the Software and Services, and interacting with the Arcium Network.

The Users understands and accepts the risk of operational challenges related to the Software, Services, and Arcium Network. For example, the Software, Services, and Arcium Network may experience cyber-attacks, unexpected surges in computation or transaction volume, or activity, or other operational or technical difficulties or vulnerabilities that may cause interruptions related to his/her use of the Software and Services, and interaction with the Arcium Network. The User agrees to accept the risk of a failure of the Software, Services, and Arcium Network resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. The User agrees not to hold Arcium accountable for any related losses or damages.

The User understands that Arcium does not provide any data to the Arcium Network for the execution of MXEs. The User understands that he/she needs to provide data for the execution of MXEs. The User understands that Arcium does not in any way control or process the data provided by the User to the Arcium Network for the execution of MXEs. The User acknowledges that Arcium does not assume responsibility for the data provided by the User to the Arcium Network for the execution of MXEs. The User understands and accepts that the responsibility and risk for all data provided by the User to the Arcium Network lies solely with the User.

Legal and regulatory requirements applicable to the use of the Software, and Services, and interaction with the Arcium Network may vary from jurisdiction to jurisdiction. The User acknowledges and agrees that he/she is solely responsible for evaluating the legality of using the Software, and Services, and interacting with the Arcium Network in his/her jurisdiction. Arcium is not responsible for determining whether or which laws and regulations may apply to the User or his/her use of the Software, and Services, and interaction with the Arcium Network.

Arcium does not owe any advice to the Users with respect to the Software, Services, functions, viability, performance, features, or any other properties and characteristics of MXEs, the Arcium Network, and the Blockchain, and transactions of Crypto Assets. Any decisions on how to interact with the Arcium Network and/or the Blockchain shall be made by the User on his/her own responsibility.

Arcium cannot and will not provide the User with any binding information on future price developments, tradability, market developments or similar economic forecasts. All information on usage options and the Crypto Assets, in particular information on price developments, serve informational purposes only and are general comparative values which do not relate to the price development of the specific Crypto Asset. They are non-binding indicators. Arcium gives no assurance or warranty with regard to forward-looking statements.

The Blockchain on which the Arcium Network is deployed is based on open-source software, which means that anyone can use, utilize, and build on top of it and that the underlying Blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as "forks".

Transactions on the Blockchain may be subject to Blockchain-based fees, such as those commonly referred to as "transaction fees". Such Blockchain-based fees are the responsibility of the User and cannot be influenced by Arcium.

The User is aware that Arcium cannot control or influence the execution of MXEs, computations, and any other transactions of the User's Crypto Assets. Transactions and storage of Crypto Assets in the Blockchain is processed by participants of the Blockchain. Due to the lack of control and influence, Arcium is therefore not responsible for the existence, security or maintenance of the Blockchain and in particular bears no responsibility for the functioning or availability of the Blockchain, the Arcium Network, or Crypto Assets. In the event of a wrong or erroneous transaction, Arcium cannot make any corrections of transactions or the Blockchain. Before executing a transaction via a User's Wallet, the User is obliged to verify the parameters of the transaction.

The User acknowledges that the existence and functioning of the Crypto Assets is dependent on the Blockchain, which Arcium cannot influence. For example, Arcium cannot influence that Crypto Assets are properly stored, retrievable, or functional. Arcium is not liable for the existence, security, custody, interoperability, or maintenance of Crypto Assets. In particular, in the event of a transaction of Crypto Assets to an incorrect address, Arcium is neither able nor obliged to return the Crypto Assets to the User.

14. Prevention of money laundering, terrorist finance and violations of financial sanctions

The User represents and warrants that the Software and/or the Services will not be used directly or indirectly in any illegal manner or for any illegal purposes, in particular not for any purposes related to money laundering, predicate offences of money laundering, terrorist financing or other activities that violate applicable law. The User represents and warrants that MXEs created or configured by him/her in connection with the Software and/or the Services will not be used to facilitate or engage in illegal activities, in particular activities related to money laundering, predicate offences of money laundering, terrorist financing or other activities that violate applicable law.

The User represents and warrants that, at the time of any use of the Software and/or the Services, no criminal or regulatory investigations are pending against the User or – where the User is not a natural person – against any of the User's affiliates, members of its managing or supervisory body, other senior executives, or shareholders in connection with the User's business activities.

The User represents and warrants that, at the time of any use of the Software and/or the Services,

1(a) the User is not included on a sanctions list of the United Nations, the USA, the European Union or any of its member states, the United Kingdom or Switzerland;

1(b) the User is neither acting (i) indirectly (e.g. as proxy or agent) on behalf of a natural or legal person included on a sanctions list referred to in section (a), or (ii) directly or indirectly transfers assets of any kind to a natural or legal person included on a sanctions list referred to in section (a); and

1(c) where the User is not a natural person, no shareholder of the User who directly or indirectly holds more than 25 per cent of its shares is included on a sanctions list referred to in section (a).

Should any of the aforementioned events occur, the User undertakes, to the extent permissible, to immediately notify Arcium and to immediately suspend the use of the Services and/or the Software and/or the Website immediately until the event has ceased to exist.

The User – where the User is not a natural person, the representative of the User on behalf of the User – confirms that he/she/it is acting exclusively in his/her/its own economic interest.

The User is aware that Arcium may be legally obliged to report activities with suspicion of illegal purposes, illegal manners, money laundering, predicate offences of money laundering, or terrorist financing to responsible authorities.

15. Privacy

Arcium's privacy policy can be found at https://arcium.com/privacy.

16. Amendments of the T&Cs

Arcium may amend or modify these T&C at any time, provided that: (a) the User will be required to accept the modified T&C in order to continue using the Services, and if not accepted the Agreement will terminate; and (b) any such modification will apply only prospectively, and will not apply to any breach or dispute that arose prior to the effective date of the modification.

17. Miscellaneous

The T&Cs and the Agreement and their interpretation and any non-contractual obligations in connection with them are subject to Swiss substantive law without reference to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Should one or more provisions of the T&Cs be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the T&Cs. In place of any provisions which are invalid or not incorporated in the T&Cs the statutory provisions shall apply. In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original economic purpose, provided a supplementary interpretation of the T&Cs does not have precedence or is not possible. The same applies in case of lacunas.

Exclusive place of jurisdiction for all disputes between the User and Arcium regarding the T&Cs, or otherwise concerning the Services and/or the Software and/or the Website, shall be Zug, Switzerland.