Makerless — Terms of Service

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These Terms govern your use of Makerless, a software product provided by Digitap World SRL ("we," "us," "our"), a Romanian limited liability company with registered office in Cluj-Napoca, Romania, EU VAT number RO37932232.

By creating an account, paying a subscription, or deploying the Makerless executor to infrastructure of your choosing, you agree to these Terms and our Privacy Policy.

1. What Makerless is — and is not

Makerless is a self-hosted software tool that you, the customer, deploy to infrastructure you own or lawfully control, to run customer-configured automated quoting and market-making logic on centralized exchanges using a customer-selected AI agent and exchange API keys that you provide.

1.1 Regulatory positioning (MiCA)

Makerless is designed and provided as self-hosted software, not as a Crypto-Asset Service Provider ("CASP") service under Regulation (EU) 2023/1114 ("MiCA"). Digitap World SRL does not intend to provide any crypto-asset service listed in Article 3(1)(16) MiCA. In particular, we do not:

• receive or transmit orders for crypto-assets on behalf of clients
• execute orders on behalf of clients
• place crypto-assets
• operate a trading platform for crypto-assets
• exchange crypto-assets for funds or for other crypto-assets
• provide custody and administration of crypto-assets on behalf of clients
• provide advice on crypto-assets
• provide portfolio management of crypto-assets
• provide transfer services for crypto-assets on behalf of clients

The executor binary runs on your infrastructure, signs orders with your API keys, and routes them directly to the exchange of your choosing. We never touch the order path, never take custody of your funds, and never hold withdrawal-capable credentials.

If a competent authority, court, exchange, or change in law requires authorization, registration, product changes, or withdrawal from a market, we may suspend, modify, limit, or discontinue affected features or subscriptions.

1.2 What your subscription grants

A non-exclusive, non-transferable, revocable license, for the duration of your paid subscription period, to:

• operate the Makerless executor binary on infrastructure you own or lawfully control
• receive software updates, signed monthly reports, and encrypted backups
• access the customer dashboard at makerless.com
• open support requests through the channels we provide

You are not buying the source code, ownership of any intellectual property, or the right to redistribute, sublicense, or reverse-engineer the software.

Revocation or expiry of the license affects subscription entitlement, dashboard access, routing, support, updates, and future license renewal. It does not mean that we take control of your droplet or your exchange account.

2. You are the operator

Makerless is an execution tool. You — not us — are the operator of your market-making activity. This means:

• you select the pairs and exchanges you trade on
• you provide and maintain the exchange API keys
• you set, and may change at any time, the strategy parameters
• you are responsible for compliance with all laws applicable to your trading activity in your jurisdiction, including market-abuse rules, tax obligations, licensing/authorization requirements, and the terms of service of every exchange you connect to
• you are responsible for the trades the executor places and any resulting profit or loss

Any AI-generated suggestions produced by Makerless (including supervisor outputs, dashboard status messages, or conversations with your selected AI agent) are non-binding operational information. The decision to accept, reject, or modify any output is yours.

Any AI system connected to the executor, including Claude, Codex, OpenCode, or similar tools, is selected, configured, authorized, and controlled by you. We do not host, operate, supervise, or act through that AI agent.

3. No advice — no fiduciary relationship

Nothing produced by Makerless — including dashboards, reports, alerts, strategy parameters, or AI-generated suggestions — constitutes investment advice, financial advice, legal advice, or tax advice. We do not exercise discretion over your trading and we owe you no fiduciary duty. Decisions made on the basis of Makerless outputs are made at your own risk.

4. Customer classification

Makerless is designed for business customers only: professional traders, market-making firms, token issuers, and other legal entities engaged in trading activity. You may not subscribe as a consumer acting outside your trade, profession, or business unless we have expressly agreed separate consumer terms in writing. At signup you may be asked to confirm your business status. Misclassification is a material breach of these Terms.

5. Subscription, billing, cancellation

Subscriptions are billed in monthly cycles. Payment is taken at the start of each cycle through Stripe (cards, SEPA) or NOWPayments (cryptocurrency). A Smartbill invoice is issued for each payment and, where applicable, submitted to eFactura for Romanian VAT compliance.

You can cancel from your dashboard at any time. Cancellation takes effect at the end of the current paid cycle — the executor will continue to run until that boundary and stop afterwards.

Upgrades are pro-rated to the current cycle and applied immediately. Downgrades take effect at the next cycle boundary and are not pro-rated.

6. Consumer users

Makerless is not offered for consumer use. If, despite Section 4, you are treated as a consumer under mandatory law, nothing in these Terms limits the consumer rights that cannot lawfully be waived or excluded.

We may refuse, suspend, or cancel any subscription that appears to be consumer use until the customer classification is resolved.

7. Refunds

For business customers, completed monthly subscription periods are non-refundable and partial-month usage is not refundable. Mandatory consumer-protection rules, where applicable, are unaffected. If you believe we have failed to deliver the service as described in a way that materially harms you, contact us — we will evaluate in good faith.

8. Acceptable use

You agree not to use Makerless to:

• engage in market manipulation, wash trading, spoofing, layering, ramping, or any other practice prohibited under Articles 88–92 of MiCA, Regulation (EU) 596/2014 (MAR), or analogous rules in your jurisdiction
• engage in insider dealing or the unlawful disclosure of inside information under MiCA Art. 89
• trade on behalf of any token you cannot prove ownership of, or authorized association with, through our on-chain attestation process
• operate market-making on any Asset-Referenced Token (ART) or E-Money Token (EMT) under MiCA Titles III/IV unless you are the authorized issuer or have written authorization from one
• reverse-engineer the executor binary, attempt to extract embedded strategy or supervisor logic, or circumvent the license verifier
• redistribute, resell, or sublicense the software
• operate the executor with API keys that have withdrawal or fiat off-ramp scope enabled (the executor will refuse; you must not attempt workarounds)
• use the software in any jurisdiction where the underlying market-making activity is unlawful
• use the software in breach of the terms of service of any exchange you connect to

We reserve the right, on reasonable suspicion of market abuse or any other breach of this section, to suspend account access, license renewal, edge routing, support, future updates, or other service components we control, and to cooperate with competent authorities. We may preserve evidence available to us, including audit logs only where you export them to us, authorize access under a data-processing arrangement, or where disclosure is required by law.

9. Sanctions and export control

You represent and warrant that you, your beneficial owners, and the funds used to pay your subscription are not subject to sanctions administered by the European Union, the United Nations, the United States (OFAC SDN/SSI), or the United Kingdom (OFSI). You will not access or use Makerless from, or for the benefit of any person or entity in: Cuba, Iran, North Korea, Syria, Crimea, the so-called DNR/LNR regions, or any other comprehensively sanctioned jurisdiction. We screen account holders at onboarding and on an ongoing basis and may suspend or terminate without notice on a sanctions hit.

10. Tax

You are solely responsible for declaring and paying any taxes arising from your trading activity, including capital gains, VAT on crypto-asset transactions, and any reporting obligations under Council Directive (EU) 2023/2226 (DAC8) and the OECD CARF framework as transposed in your jurisdiction. We provide invoices for the subscription fee only.

11. Data and privacy — DPA

You are the data controller for your trading data, strategy parameters, conversations with Claude, and any personal data processed on your droplet. We are the data controller solely for the limited account, payment, and operational metadata described in our Privacy Policy.

Where you authorize us to access your droplet (e.g., for incident response or onboarding), we act as your processor under Article 28 GDPR and a written data-processing agreement must be in place before that access occurs.

Encrypted backup blobs stored on our infrastructure are opaque to us — we hold ciphertext and have no means of decryption. If those backups contain personal data for which you are controller, we process that ciphertext on your behalf and only for backup and recovery purposes.

12. Third-party services

Makerless connects to and depends on services operated by independent third parties — including the exchanges you trade on, Stripe, NOWPayments, Smartbill, Hetzner, DigitalOcean, and Anthropic. Your use of those services is governed by their own terms. We are not responsible for the acts, omissions, outages, fees, or terms of any third party.

13. AS-IS / no warranty

To the maximum extent permitted by law, Makerless is provided "as is" and "as available," without warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, profitability, or uninterrupted operation. We do not warrant that the software will be error-free, that strategies will be profitable, or that the executor will be compatible with every exchange API change. Mandatory statutory rights of consumers under Romanian and EU law are unaffected.

14. Beta features

We may from time to time make experimental, beta, or preview features available. Such features are provided on an "experimental" basis, may change or be withdrawn at any time, and carry no service-level commitment.

15. Electronic communications and signatures

These Terms, your subscription, the license file, and any data-processing agreement are formed and signed electronically. The OAuth ceremony and the associated approval screen constitute valid acceptance. Electronic records are retained in accordance with Romanian Law 365/2002 on electronic commerce and Regulation (EU) 910/2014 (eIDAS) on electronic identification and trust services.

16. Risks of algorithmic market making

Automated market making involves material risks, including but not limited to: inventory losses, inventory skew, execution slippage, spread-capture failure, exchange API failures, reconciliation errors, and strategy regime changes that may result in sustained adverse selection. The circuit-breaker and safety mechanisms built into the executor are designed to limit losses but do not guarantee against them. Past performance of any strategy configuration is not indicative of future results. You are solely responsible for determining whether operating market-making software is appropriate for your business, treasury, exchange rules, and legal obligations.

17. Indemnification

You will defend, indemnify, and hold harmless Digitap World SRL and its officers, employees, and affiliates from any third-party claim, demand, regulatory inquiry, fine, or loss (including reasonable legal fees) arising out of or in connection with:

• your trading activity or the trades placed via the executor
• your breach of any exchange's terms of service
• your violation of MiCA, MAR, AML, sanctions, securities, tax, or other applicable law
• your use of the executor in connection with any token you are not authorized to trade on behalf of
• misuse or compromise of API keys you provide
• your breach of these Terms

18. Force majeure

We are not liable for delays or failures in service caused by events outside our reasonable control, including: exchange outages or API breaking changes, blockchain network disruptions, internet routing failures, third-party hosting failures (Hetzner, DigitalOcean), DNS failures, payment-processor failures, cyber-attacks, regulatory or judicial injunctions, exchange delistings, or governmental actions.

When such events occur, the executor's reconciliation and circuit-breaker logic will attempt to pause trading and preserve state. We make no warranty that this will always succeed.

19. Limitation of liability

To the maximum extent permitted by law, our total aggregate liability under or in connection with these Terms is limited to the fees you have paid to us in the three (3) months immediately preceding the event giving rise to the claim.

We are not liable for trading losses, missed opportunities, lost profits, lost data (beyond restoring from our encrypted backups), or any indirect, incidental, special, consequential, or punitive damages.

Nothing in these Terms excludes or limits liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; (iii) gross negligence or willful misconduct; (iv) any other liability that cannot be excluded or limited under Romanian or EU mandatory law.

20. Suspension and termination

We may suspend or terminate your account on notice (or without notice where urgency or law requires) if you: breach these Terms; fail to pay; trigger a sanctions or fraud signal; cause repeated chargebacks; are the subject of a credible market-abuse or exchange complaint; or use the software in a way that materially harms us, our infrastructure, or other customers.

On termination, your subscription ends, dashboard access is revoked, and license renewal stops. Your droplet remains in your hosting provider account — we cannot and will not destroy it on your behalf. You retain access for thirty (30) days to your audit log, encrypted backups (until retention expiry), and any previously generated signed reports.

21. Changes to these Terms

We may update these Terms. Material changes will be announced by email at least thirty (30) days before they take effect. Continuing to use Makerless after the effective date constitutes acceptance. If you object, you may cancel before the effective date.

22. Notices

Notices to you are validly given by email to the address on your account; you must keep that address current. Notices to us must be sent to the contact address in Section 26.

23. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or to a successor in connection with a merger, reorganization, or sale of substantially all our assets.

24. Severability, entire agreement, no waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. These Terms, together with the Privacy Policy and any separately executed order form or data-processing agreement, constitute the entire agreement between you and us regarding Makerless and supersede all prior agreements. Failure to enforce a provision is not a waiver of the right to do so later.

25. Governing law and jurisdiction

These Terms are governed by the laws of Romania, excluding its conflict-of-laws rules. Any dispute arising from these Terms is subject to the exclusive jurisdiction of the competent courts in Cluj-Napoca, Romania — except where mandatory consumer protection rules in your country of residence require otherwise.

26. Contact

Digitap World SRL
Cluj-Napoca, Romania
EU VAT: RO37932232
hellomakerless.com

27. Complaint handling

If you have a complaint regarding our service, contact us at hellomakerless.com. We will acknowledge receipt within 48 hours and respond substantively within 30 days.

This complaint process concerns our software service only. It does not mean that Digitap World SRL provides regulated crypto-asset services, operates your market-making activity, or acts as your broker, adviser, portfolio manager, custodian, or agent.