The following terms of service (the “Terms”) constitute a binding agreement between you (“You” or “your”) and Aragon X AG, with registered office at Bahnhofstrasse 20, Zug, Switzerland (hereinafter “us” or “Aragon”) in connection with your use of the Service.These Terms also govern your interaction with any websites, platform or application (the “Platform”) owned or operated by us. Aragon provides a platform that enables users to create and deploy their own Decentralized Autonomous Organizations (“DAOs”) governed by You, using code-based smart contracts on blockchain.
More generally, these Terms regulate your use of any Aragon products or services (all together the “Services”).Before proceeding, please read and understand the following Terms together with the Aragon legal disclaimer governing the use of the Aragon’s Platform and any of its associated initiatives. Please read them carefully. If You do not agree with any of the provisions stated herein, You should not use Aragon’s Platform to participate in any DAO.
USERS ACKNOWLEDGE THAT PARTICIPATING IN DAOS INVOLVES INHERENT RISKS, INCLUDING BUT NOT LIMITED TO MARKET VOLATILITY, SMART CONTRACT VULNERABILITIES, REGULATORY UNCERTAINTIES, AND POTENTIAL LOSS OF FUNDS.
By accessing and/or using the Services, You have read, understood, and accepted all of the following Terms and agree to be legally bound by these Terms, in their most recent version.
You further represent and warrant that:
(i) You are of legal age to enter into a binding agreement; (ii) if You are not of legal age to enter into a binding agreement, You are at least 18 (eighteen) years old, or the legal age in your jurisdiction, with no legal impediment or incapacity; (iii) if You represent a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of such corporation, governmental organization or other legal entity and to legally bind it to these Terms; and (iv) You have no legal impediment or incapability and you are capable of using Aragon’s Platform and participating in any DAO or token distribution.
Your access and/or use of the Services is contingent upon your acceptance of these Terms.
Aragon may amend these Terms at any time. Amendments will be effective 14 (fourteen) days after the modified terms and conditions have been posted on its website, except for amendments that relate to new features or made for legal reasons, which will become effective immediately. If You do not agree to such modified Terms, You should discontinue your use of the Services.
Aragon
To use Aragon’s Platform, You must use non-custodial wallet software, which allows You to interact with public blockchains. Your use of a non-custodial wallet provider is governed by the applicable terms of service of that third party and are not governed by these Terms.
YOU ACKNOWLEDGE THAT USING ARAGON INVOLVES CERTAIN RISKS, INCLUDING BUT NOT LIMITED TO THE POTENTIAL LOSS OF YOUR DIGITAL ASSETS. YOU SHOULD CONDUCT YOUR OWN INDEPENDENT RESEARCH AND SEEK PROFESSIONAL ADVICE BEFORE USING ARAGON. WE RESERVE THE RIGHT TO REFUSE OR CANCEL YOUR PARTICIPATION FOR ANY REASON AT ITS SOLE DISCRETION.
Eligibility
By accessing and using Aragon’s Services You represent and warrant to us that: - You have read and understood the risks of using Aragon’s Services, and that You are solely responsible for your actions. - You are acting on your own account as principal and not as trustee, agent or otherwise on behalf of any other persons or entities. - You have had the opportunity to take legal, financial, accounting or other advice that You deem appropriate prior to using Aragon’s Services. - You will only use Aragon’s Services with legally obtained digital assets that belong to You, and with full legal and beneficial title to any such assets. - You are not a resident of any restricted territory and have not used any technical means to misrepresent its geographical location to access and use Aragon’s Services from any restricted territory. - Your access to Aragon’s Services may be restricted based on your jurisdiction or geographical location. - You must not use Aragon’s Services if You are located in or a citizen or resident of any state, country, territory or other jurisdiction in which use of Aragon would be illegal or otherwise violate any applicable law (a “Restricted Territory”).
We reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to Aragon from any Restricted Territory, including, but not limited to, Algeria, Bangladesh, Bolivia, Belarus, Myanmar (Burma), Côte d’Ivoire (Ivory Coast), Egypt, Republic of Crimea, Cuba, Democratic Republic of the Congo, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Kuwait, Oman, Qatar, Somalia, Sudan, Syria, Tunisia, United States, Venezuela, Yemen, Zimbabwe, or any jurisdictions in which the sale of cryptocurrencies are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; or any state, country, or region that is subject to sanctions enforced by the United States, such as the Specially Designated Nationals and Blocked Persons List (“SDN List”) and Consolidated Sanctions List (“Non-SDN Lists”), the United Kingdom, or the European Union (collectively, “Restricted Territories”);
You represent that your access and use of Aragon’s Services will fully comply with all applicable laws and regulations, and that You will not access or use Aragon’s Services to conduct, promote, or otherwise facilitate any illegal activity.
Risks
By accessing and using Aragon’s Services, You represent that You understand the financially and technically risks associated with using cryptographic and blockchain-based systems, including, to the extent that: - You understand that the markets for these digital assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. - You understand that anyone can create fake versions of existing tokens and tokens that falsely claim to represent DAOs, projects, and acknowledge and accept the risk that You may mistakenly trade those or other tokens. - You understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. - You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. - You acknowledge that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resulting losses that You experience while accessing or using Aragon’s Services. - You understand and agree to assume full responsibility for all of the risks of accessing and using Aragon’s Services. - You understand that we do not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.
By using Aragon’s Services, You acknowledge and agree, that:
- Aragon is not responsible for the operation of the blockchain-based software and networks underlying the Aragon’s Platform; - there exists no guarantee of the functionality, security, or availability of that software and networks; - and anybody may develop a patch or upgrade the source code without prior authorization of anyone else on the underlying blockchain-based network. The acceptance of potential future patches or upgrades by a significant, but not overwhelming, percentage of the users could result in a “fork” in the underlying blockchain-based network, and, consequently, the operation of two separate networks will remain separate until the forked blockchains are merged. The temporary or permanent existence of forked blockchains could adversely impact Aragon’s Services. While such a fork in the blockchain could possibly be resolved by community-led efforts to merge the forked blockchains, the success is not guaranteed and could take a long period of time to achieve. - You understand that blockchain networks use public and private key cryptography. - You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny You access to digital assets on the Ethereum blockchain or other blockchain based network. If your private key(s) are lost, then You will not be able to transfer your digital assets to any other blockchain address or wallet. If this occurs, then You will not be able to realize any value or utility from the digital assets that You may hold. - You understand that our Services and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability to continue providing our Services. - You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using Aragon’s Services. - You use Aragon’s Services at your own risk. You acknowledge that Aragon’s Platform could be subject to flaws and that You are solely responsible for evaluating any output provided by Aragon’s Platform. - You acknowledge that the information available on Aragon’s Platform may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide You with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, You should verify all information before relying on it, and all decisions based on information contained on or as part of Aragon interface are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via or otherwise when using Aragon’s Platform. - By using Aragon’s Services, You represent and warrant that You have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets, including smart contracts. You represent that You have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with Aragon or any digital asset. - You accept all consequences of using all Aragon’s Services, including the risk that You may lose access to your digital assets indefinitely. All transaction decisions are made solely by You. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for and will in no circumstances be liable to You in connection with, the use of the Platform or any other Aragon’s Services, including but not limited to performing digital asset transactions, and entering into smart contracts. - You understand that You are responsible for transactions You execute, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors. - You hereby acknowledge and agree that we will have no responsibility or liability for the risks set forth in this Section or inherent to the use of Aragon’s Services. - You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to You, against us and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section or inherent to the use of Aragon’s Services. - You understand and acknowledge that before You use Aragon’s Services, You should be familiar with any rules or laws relevant to the Services provided. - You should obtain independent advice about the different types of services available in both your home jurisdiction and other relevant jurisdictions before You start using Aragon’s Services. If your country of residence imposes restrictions on digital assets, we may be required to discontinue your access to Aragon’s Platform. We may not be permitted to transfer digital assets or permit the transfer of digital assets because of a judicial or administrative order or regulatory environment. - You are responsible for all taxes in respect of any gains obtained by using Aragon’s Services. Before using our Services, You should understand the tax implications of acquiring, entering into, holding and disposing of a digital asset. You should consult your independent tax advisor to understand the relevant tax implications of your activities.
YOU UNDERSTAND THAT THE USE OF ARAGON IS EXPOSED TO REGULATORY AND LEGAL RISK, AND THAT THE REGULATORY FRAMEWORK OF DIGITAL ASSETS MAY CHANGE OR VARY ACCORDING TO EACH JURISDICTION. THE EFFECT OF REGULATORY LEGAL RISK MAY AFFECT THE VALUE OF ANY DIGITAL ASSET. THE LAWS OF VARIOUS JURISDICTIONS MAY APPLY TO DIGITAL ASSETS. APPLYING THESE LAWS AND REGULATIONS TO DIGITAL ASSETS IS UNTESTED, AND LAWS AND REGULATIONS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE. AS A RESULT OF REGULATION AND LEGISLATION AROUND DIGITAL ASSETS, ARAGON MAY BECOME OR NOT BE AVAILABLE IN CERTAIN JURISDICTIONS.
DAOs, Utility Token Distribution and Disclaimers
Aragon’s Platform allows the creation of DAOs and distribution of governance utility tokens by its users. The information and contents of each DAO and the nature and utility of tokens are under your sole responsibility. You agree and understand that Aragon will not be liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with your participation in Aragon’s Services or any other existing or future DAO.
You acknowledge that Aragon has no responsibility whatsoever regarding the contents, representations and risks associated with the participation on any DAO or the distribution or subscription of any tokens associated with any DAO, or participating in any token sale or distribution using the Aragon’s platform. You explicitly understand that we have not conducted any prior legal or technical, security or other assessment on the nature of DAO or the tokens. We do not make any representations or warranties regarding any information, veracity, viability or any other claims regarding the tokens listed in Aragon. We are not registered in any Country’s regulatory body for the issuance of any tokens.
Each DAO deployment and token distribution process, including token allocation, will be determined exclusively by the promoters and users of each DAO.
Participating in any DAO, and distribution of tokens does not guarantee the acquisition or allocation of any tokens. Allocation decisions will be subject to the rules and processes defined by each DAO and its promoters.
You agree and understand that all transactions submitted through the Platform are considered unsolicited, which means that they are solely initiated by You. The Services offered by Aragon on its Platform should not be interpreted in any jurisdiction as an investment recommendation or advice on any DAOs; they do not constitute an offer, sale, or promotion of financial instruments, nor a solicitation to purchase, sell, or hold a financial instrument or investment strategy. Participating in any token distribution or sale promoted by any third party is solely at your own risk.
You should decide to use Aragon, as well as which DAO to participate in, or which tokens to receive only after due and careful consideration. You should determine whether a DAO is appropriate in light of your experience in similar transactions, financial resources and other relevant circumstances. If You are unsure that the DAO is suitable, You should obtain independent legal, tax or financial advice.
DAO Representations and Promotions
Aragon’s Platform may contain references or links to DAOs and other third-party resources, including, but not limited to, information, materials, products, or services that Aragon does not own or control. In addition, third parties may offer promotions related to your access and use of the Services. Aragon does not endorse or assume responsibility for such resources or promotions.
If You access any resources or participate to the promotions described above, You do so at your own risk, and You understand that these Terms do not apply to your dealings or relationships with any DAOs or third parties.
You expressly relieve Aragon of any liability arising from your use of any such resources or participation in any of the promotions or marketing campaigns described in this Section.
Prohibited activities
You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activities in connection to your access and use of Aragon’s Services. Specifically, activities that:
- infringe on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under any law or jurisdiction; - seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks (so-called “bots”, “hacks”, “change VPN” or “cheats”), nor promote their use towards third parties; - seek to defraud Aragon or any other individual or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another; - violate any applicable law, rule, or regulation concerning the integrity of capital markets; - violate any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margin commodity products to retail or professional investors in any applicable jurisdiction; and - violate any applicable law, rule, or regulation in any jurisdiction, including (but not limited to) the financial regulatory requirements.
Aragon provides the Services solely for the use in accordance with these Terms. Only the official Platform provided by Aragon may be used to connect to the Services offered by us. You must not create, support, host, link or provide any other options, which can be used by another person to use the Services.
You may not add elements to the Services or to change, delete or modify in any other manner any Service elements without the prior written consent of Aragon. In particular, You are not allowed to copy, remove or otherwise utilize any graphic elements or to try to decompile the source code of the Services provided.
You agree that in conjunction with your use of the Services You will not make finance any unlawful or inappropriate content in accordance with the applicable laws.
You agree that in conjunction with your use of the Services, You will maintain safe and appropriate contact with any third party, if any, and other people in the real world. You will not harass, threaten or otherwise violate the legal rights of others. If You have a dispute with any third party relating to your use of Services, You release Aragon (and its officers, directors, agents, subsidiaries, joint ventures, and employees) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Although Aragon is not obligated to monitor access to or use of the Services, but it may have the right or the duty to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. Aragon reserves the right to remove or disable access to any Services, at any time and without notice. Aragon has the right to investigate violations of these Terms or conduct that affects the Services. Aragon may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.
Intellectual Property
You acknowledge and agree that “Aragon” logo and graphics are the registered trademarks or trademarks of Aragon.
Aragon owns intellectual property and other rights associated with our Services provided under the Platform, including, but not limited to, proprietary software, text, images, trademarks, service marks, copyrights, patents, and designs.
Any of the Aragon’s trademarks, names, logos, and other marks used in connection with the Services, as a part of the Aragon Platform, are trademarks owned by the Aragon, its affiliates or its applicable licensors. You may not copy, imitate or use such trademarks without our, or the applicable licensor’s prior written consent.
You acknowledge that certain aspects of Aragon’s Platform may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and You will comply with, any applicable open-source licenses that govern any such open-source components.
Excluding third-party software that our Services incorporate, Aragon owns the Services and all portions thereof, including all technology, content and other materials used, displayed or provided on or in connection with the Services, including all intellectual property rights therein and thereto, whether or not subject to the open-source licenses, and hereby grant You a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Services that are proprietary and not available pursuant to the open-source licenses.
All intellectual property rights, including but not limited to trademarks, logos, and content, related to DAOs in the Aragon’s Platform, and associated materials, are owned by their respective users. You agree not to reproduce, distribute, or use any intellectual property without prior written consent from the respective owners.
You are hereby granted the right to publish information performed using the Services provided by Aragon on various platforms, including but not limited to social media, websites, and other public or private channels, under the condition that such publication does not harm or detract from the Aragon’s reputation, image, or business interests; does not contain any information that is false, misleading, or defamatory towards Aragon. This does not include content that is illegal, contrary to public order, or in violation of applicable laws and regulations; and does not breach any confidentiality agreements, intellectual property rights, or other obligations agreed upon between the parties. Aragon reserves the right to request the immediate removal or correction of any published content that it deems harmful or contrary to these Terms.
Non-Custodial
The Services are non-custodial. When You deposit digital assets into any smart contract, You retain control over those digital assets at all times. The private key associated with the Ethereum address from which You transfer digital assets is the only private key that can control the digital assets You transfer into the smart contracts. You may withdraw digital assets from any smart contract only to the Ethereum address from which You deposited the digital assets. Specifically, You are the sole responsible for the custody of the cryptographic private keys to the digital asset wallets You hold to access and use our Services.
To the fullest extent permitted by law, You acknowledge and agree that these Terms do not create or impose any fiduciary duties on Aragon, its affiliates and any third parties related to the Services. Specifically, Aragon owes no fiduciary duties or liabilities to You or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.
You further agree that the only duties and obligations that Aragon owes You are those set out expressly in these Terms.
Privacy
In order to provide You with the Services, You acknowledge and agree that Aragon may collect, store and process your personal data and/or information. By accessing and/or using the Services, You have read, understood, and accepted the terms of Aragon’s Privacy Policy, and You acknowledge and agree that Aragon may use such data and/or information in accordance with the terms and conditions of its Privacy Policy and its Cookie Policy.
Modification of this Terms and Suspension of the Services
Aragon will make reasonable efforts to keep the Services operational. However, to the extent permissible under applicable law Aragon reserves the right, in its sole discretion, from time to time, without prior notice, to modify, suspend or disable, temporarily or permanently, the Services including the Platform, in whole or in part, for any reason whatsoever, including but not limited to security incidents, interruptions, modifications or discontinuations of the Services, regulatory restrictions, national or international court rulings and national competent authority orders.
Aragon will not be liable for any losses suffered resulting from any modification or from any suspension or termination of the Services.
Indemnification
To the fullest extent permitted under applicable laws, You will defend, indemnify, and hold Aragon harmless, including Aragon X AG, its affiliates, and Aragon’s affiliates and the respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to:
- your use of, or conduct in connection with Aragon’s Services; - Ethereum blockchain assets associated with your Ethereum address; - any feedback or user content You provide to Aragon, if any; - your violation of these Terms; - or your infringement or misappropriation of the rights of any other person or entity.
If You are obliged to indemnify any Indemnified Party, we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
Limitation of Liability
Under no circumstances shall Aragon, its shareholders, partners, subsidiaries, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors be liable for any direct or indirect loss or damage arising out of or related to your use of the Services including, without limitation, the following cases: (i) interruptions, malfunctions, or other technical failures of the Services; (ii) data loss; (iii) unavailability, inaccuracy, incompleteness, unreliability, non-update of the Services or of data, metadata, events (including those related to smart contracts), information, signals, insights or other third-party content, services, or goods that may be linked to the Services; (iv) delays, errors, or interruptions in the transmission or delivery of the Service; (v) hacking, misuse, tampering, or other unauthorized access or use including but not limited to viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of Aragon’s Services; (vi) “phishing” or other websites, platforms or apps impersonating Aragon; or (vii) loss of business or reputation; (viii) any execution or settlement of a transaction, distribution of any token, any performance or non-performance of Aragon’s Platform or DAOs listed therein (ix) any third-party services or information, whether in relation to contractual or non-contractual actions, regardless of whether such damages were foreseeable and even if Aragon was advised of the possibility of such damages.
In no event shall Aragon’s liability arising out of or related to these Terms and/or the Services exceed the amount paid by You, if any, for the use of the Services.
The Services provided by Aragon to You including the DAOs are offered “as is” and Aragon excludes all conditions, terms, representations, and warranties, express or implied, regarding the Services, including but not limited to: (i) merchantability or fitness for a particular purpose; (ii) non-infringement of laws; (iii) the information provided as part of the Services; (iv) any results derived from the Services. Moreover, Aragon excludes any condition, express or implied warranty, term, representation regarding the correctness, quality, completeness, update accuracy, reliability, security, performance, completeness, timeliness, or continuous availability of the Services and/or the information related to them. Furthermore, although the Services are in continuous testing and improvement, Aragon cannot guarantee that there will be no errors in connection with them.
The above limitations of liability shall not apply where Aragon, or an employee of Aragon, has caused damage with intent or gross negligence. In any case, these limitations of liability shall apply to the fullest extent permitted by law.
Termination
These Terms are concluded for an unspecified time unless otherwise agreed in writing.
Aragon may terminate these Terms or suspend the Services or your access to the Platform at any time, including, without limitation, in the event of your alleged or actual misuse of the Services or breach of these Terms.
To the fullest extent permitted under applicable laws, the provisions of these Terms will survive any termination of your access to Aragon’s Services, regardless of the reasons for its expiration or termination.
MISCELLANEOUS
These Terms constitute all the terms and conditions agreed upon between You and Aragon and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
Unless as otherwise stated in these Terms, should any provision of these Terms be held totally or partially invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by applicable laws. The failure of Aragon to exercise or enforce any of the rights or provisions of these Terms shall not be considered as a waiver of Aragon’s rights to do so.
Aragon may assign these Terms and/or delegate any of its obligations hereunder, in whole or in part. You may not assign these Terms or any part of them, nor transfer or sub-license your rights under these Terms to any third party.
Aragon will not be deemed in default of these Terms to the extent that performance of its obligations is delayed or prevented by reason of any external force including, without limitation, war, insurrections, bank failures, strikes, fires, floods, earthquakes, labour disputes, epidemics, governmental regulations, freight embargoes, natural disaster, act of government or any other cause beyond Aragon’s reasonable control.
Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Switzerland.
Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland.
