Terms of Use
Updated: 23 September 2026
Effective: 3 October 2026
Table of Contents
1. These Terms of Use
1.1 The “Derive Protocol” is a crypto asset options and derivatives trading protocol that is operated and governed by the Derive decentralised autonomous organisation, the “Derive DAO”.
1.2 Lyra Technologies Corp operates the website-hosted application through which you may access the Derive Protocol (the “Application”). The components of the Application include the offchain orderbook, RFQ functionality, the technology infrastructure that supports third-party hosted wallets, API and related infrastructure, and a user interface. The Application is hosted at www.derive.xyz. The Application is one way, but not the only way, to access the Derive Protocol.
1.3 These Terms of Use (the “Terms”) (including the Trading Rules) govern your access to and use of the Application. You must read these Terms carefully.
1.4 Your access to and use of the Application, and any interaction with the Derive Protocol through or in connection with the Application, is also subject to the following operating rules and policies, each as amended or supplemented from time to time:
a. Trading Rules and Market Integrity Policy;
b. RFQ and Block Trading Rules;
c. API and Automated Trading Policy;
d. Derive Data Usage Policy;
e. Oracle, Mark Price and Settlement Policy;
f. Margin, Liquidation and Loss Allocation Rules;
g. Fee Schedule;
h. Market Parameters and Controls Schedule;
i. Market Maker and Liquidity Provider Supplement; and
j. any other rule, policy, notice, schedule, parameter, risk framework, or operating standard published or made available by us from time to time in connection with the Application or Derive Protocol.
Together, these are the “Trading Rules”. The Trading Rules form part of these Terms. If there is any inconsistency between these Terms and the Trading Rules, these Terms prevail unless the relevant Trading Rules expressly state otherwise.
1.5 In these Terms:
1
a. “we”, “us”, or “our” refers to Lyra Technologies Corp; and
b. “you”, “your”, or “user” means anyone who accesses or uses the Application in any way. If you access or use the Application on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and you and your will refer to that entity.
1.6 By accessing, browsing, connecting a wallet to, clicking to accept, acknowledging acceptance or agreement to these Terms on the Application, or otherwise using any part of the Application, you agree to be bound by these Terms and the Trading Rules. You must not use the Application if you do not agree to these Terms and the Trading Rules.
1.7 Where these Terms or the Trading Rules refer to an action that may be taken by us in relation to the Derive Protocol, such action means an action taken by us through the Application or functionality available to us. Where protocol-level action is required, we may seek to facilitate or support action through applicable DAO governance, smart contract mechanics, risk parameters, governance-approved processes, or other protocol processes, but any such action is subject to the relevant process and is not controlled solely by us. Nothing in these Terms guarantees that any corrective action, restriction, settlement pause, oracle adjustment, liquidation action, or other process will be technically, operationally, or legally possible in every circumstance.
1.8 Hierarchy and precedence. If there is any inconsistency between documents or sources incorporated into these Terms, the following order of precedence applies unless expressly stated otherwise: first, any separate written agreement signed by us and you, but only for the specific commercial matters expressly addressed in that agreement; second, in relation to Derive Data, any separate written agreement signed by you and us, our licensor, our affiliate, or an Authorised Commercial Data Distributor, but only for the specific commercial data matters expressly addressed in that agreement; third, these Terms; fourth, the Trading Rules; fifth, product schedules, market notices, parameter schedules, API documentation, and other operating materials published or made available by us; and sixth, live values displayed in the Application, API, governance dashboard, risk dashboard, or other live parameter source for operational parameters. For market parameters, live values may prevail over static documentation to the extent the static documentation is outdated or inconsistent with the live operational value. Nothing in any separate written agreement limits the application of sections 4.2, 4.3, 12, 13, 14, 15, or 16 of these Terms unless that agreement expressly states that it overrides those sections.
2. Eligibility
2.1 To access and use the Application, you must:
a. if you are an individual, be at least 18 years of age or the age at which a person is taken to have capacity to contract in the jurisdiction where you reside;
b. if you are accessing or using the Application on behalf of a company or other legal entity, have all power and authority to bind that entity;
c. be legally capable of entering into binding contracts;
d. have the capacity to meet all of your obligations under these Terms and the Trading Rules; e. not have been previously suspended or removed from accessing or using the Application;
f. not be an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person;
g. not be accessing or using the Application on behalf of an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person;
h. not intend to transact with an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person; and
i. ensure that the representations and warranties set out in section 3.1 remain true and accurate at all times.
2.2 Additional UK access requirements
If you are located in the United Kingdom, or are accessing or using the Application on behalf of a person or entity located in the United Kingdom, you may access and use the Application only if you are, or are acting on behalf of:
2
a. an investment professional within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or
b. a high net worth company, unincorporated association or trust within the meaning of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
We may require you to provide an electronic confirmation, representation, warranty, or other information confirming that you fall within one of the categories above before permitting access to the Application. If you do not fall within one of those categories, or if you cease to fall within one of those categories, you must not access or use the Application.
3. Your Access to the Application
3.1 Your representations and warranties
By accessing and using the Application, you represent and warrant on a continuing basis that: a. you meet the eligibility criteria set out in section 2;
b. you are not an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person;
c. you are not accessing or using the Application on behalf of an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person;
d. you do not intend to transact with an Australian tax resident, United States person, United States resident, United States citizen, United States tax resident, Ontario resident, Restricted Person, or Sanctioned Person;
e. you do not and will not use a virtual private network, proxy, remote desktop, relay, anonymisation service, false location information, misleading onboarding information, privacy tool, anonymisation tool or technique, or any other method to circumvent or attempt to circumvent geolocation, jurisdictional, sanctions, eligibility, access, wallet screening, compliance, or other restrictions that apply to the Application;
f. your access to and use of the Application does not breach any Applicable Law or facilitate any activity that could breach any Applicable Law;
g. all information that you provide to us, the Application, or any related service provider is accurate, complete, and current;
h. you have working knowledge of crypto assets, wallets, blockchain transactions, derivatives, margin, liquidation, settlement, and the risks of using the Application and Derive Protocol;
i. you understand that options, perpetuals, derivatives, leveraged positions, RFQ transactions, liquidation, settlement, and crypto assets are risky and may result in total loss;
j. you will comply with these Terms, the Trading Rules, Applicable Law, and any reasonable instructions, restrictions, limits, or requirements notified or made available by us; and
k. if you are located in the United Kingdom, or are accessing or using the Application on behalf of a person or entity located in the United Kingdom, you are accessing and using the Application only as, or on behalf of, an investment professional within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or a high net worth company, unincorporated association or trust within the meaning of Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
6. Vaults and Managed Strategies
6.1 Nature of Vaults
The Application may provide access to vaults, managed strategies, strategy accounts, pooled arrangements, or similar protocol functionality made available through or in connection with the Derive Protocol, each a “Vault”.
A Vault is implemented through protocol functionality and may permit users to contribute assets to a strategy administered or operated by a third-party curator, manager, strategist, smart contract, automated system, or other participant.
We provide software, interface, API, orderbook, RFQ, data, and related infrastructure that may enable users and Vault operators to interact with the Derive Protocol. We do not, solely by making Vault functionality available through the Application:
a. create, sponsor, establish, manage, operate, administer, control, recommend, endorse, select, monitor, supervise, or guarantee any Vault or investment strategy;
b. act as investment manager, portfolio manager, investment adviser, broker, dealer, custodian, trustee, fiduciary, fund administrator, transfer agent, valuation agent, placement agent, or similar service provider in relation to any Vault;
c. exercise discretion over the investment strategy, trading decisions, portfolio composition, leverage, hedging, collateral, risk limits, or other activities of any Vault; or
d. guarantee the value, performance, liquidity, availability, solvency, profitability, redemption, withdrawal, or operation of any Vault.
6.2 Vault Operators and Other Vault Roles
A Vault may be operated, administered, curated, managed, controlled, or otherwise influenced by a third- party curator, strategist, manager, owner, delegate, guardian, administrator, automated strategy, smart contract, or other participant, each a “Vault Operator”.
Unless expressly stated otherwise in a separate written agreement, a Vault Operator is independent of us and is not our employee, agent, representative, partner, fiduciary, delegate, or affiliate.
A Vault may assign different permissions to different Vault Operators or other roles. Those permissions may include trading, changing parameters, setting fees, modifying eligibility criteria, managing collateral, initiating withdrawals or wind-downs, adjusting strategy configuration, or taking protective actions.
You are responsible for understanding the permissions, powers, dependencies, and limitations applicable to a Vault before participating.
We are not responsible for the acts, omissions, decisions, representations, systems, strategies, controls, personnel, financial condition, regulatory status, compliance obligations, or performance of any Vault Operator.
6.3 Vault Operator Responsibilities
Each Vault Operator is solely responsible for:
a. determining, implementing, and monitoring its Vault strategy;
b. ensuring that any information it provides regarding the Vault is accurate, complete, current, and not misleading;
c. determining and complying with any legal, regulatory, licensing, registration, disclosure, marketing, investor eligibility, financial promotion, tax, reporting, fiduciary, or other obligations applicable to the creation, operation, management, promotion, or offering of its Vault;
d. determining whether any user is eligible to participate in the Vault where that determination is allocated to the Vault Operator or its service provider; and
e. complying with any additional terms, restrictions, permissions, or obligations applicable to the Vault.
We do not undertake to monitor whether a Vault Operator follows its stated strategy, mandate, investment objective, expected asset allocation, hedging approach, risk limits, disclosures, or other description, or to notify users of any deviation.
6.4 Listing, Display and Information
The display, indexing, availability, ranking, categorisation, labelling, highlighting, or other presentation of any Vault, Vault Operator, strategy, asset, performance metric, or related information through the Application does not constitute an endorsement, recommendation, approval, audit, risk assessment, rating, guarantee, solicitation, or representation by us as to the quality, competence, solvency, legality, suitability, performance, or safety of any Vault or Vault Operator.
Any name, description, strategy information, fee information, eligibility criteria, historical performance, current performance, PnL, APY, APR, yield, return, drawdown, TVL, risk metric, allocation, position information, or other Vault information displayed through the Application may be provided by a Vault Operator, calculated from protocol or third-party data, or generated automatically.
Such information is provided for informational purposes only, may be incomplete, delayed, estimated, inaccurate, unavailable, or subject to change, and is not a guarantee or indication of future performance.
6.5 Vault Risks
Participation in a Vault involves significant risk and may result in partial or total loss. Vault performance may be affected by, among other things:
a. the trading and risk management decisions of the Vault Operator;
b. leverage, margin, liquidation, volatility, liquidity, slippage, funding, settlement, oracle, pricing, counterparty, smart contract, technical, operational, or market risks;
c. concentration, strategy, hedging, execution, collateral, or liquidity decisions;
d. delays, restrictions, queues, cooldowns, processing periods, or other limitations affecting deposits or withdrawals;
e. changes to protocol functionality, parameters, market conditions, available instruments, or third-party infrastructure;
f. automated strategy, software, API, connectivity, data, oracle, or model failures;
g. errors, failures, insolvency, misconduct, negligence, or unauthorised actions by a Vault Operator or other third party; and
h. any other risk associated with use of the Application or Derive Protocol.
We do not undertake to monitor any Vault on your behalf or to intervene where a Vault incurs losses, breaches a stated strategy, becomes illiquid, experiences operational difficulties, or otherwise performs adversely.
6.6 Automated and Smart Contract Strategies
A Vault strategy may be operated manually, algorithmically, automatically, through smart contracts, through third-party software, or through a combination of those methods.
Automated strategies and smart contract systems may malfunction, behave unexpectedly, execute at unintended prices, fail to execute, become unavailable, respond incorrectly to market conditions, data, oracle inputs, connectivity, protocol changes, or other events, or otherwise produce unintended results.
We do not guarantee the operation, accuracy, availability, reliability, suitability, or performance of any automated strategy, model, bot, smart contract, or third-party system used by a Vault Operator.
6.7 Vault Interests and Valuation
Participation in a Vault may be represented by shares, receipt tokens, accounting entries, protocol balances, or other interests generated through applicable protocol or smart contract mechanics.
Any Vault share, receipt token, accounting entry, or other Vault interest represents only the rights provided by the applicable Vault and protocol mechanics. It is not a deposit with, debt obligation of, custody receipt issued by, or claim against us.
The value of any Vault interest may be calculated using protocol values, marks, oracle data, portfolio values, settlement values, collateral values, or other data sources and may be inaccurate, delayed, unavailable, estimated, or subject to adjustment.
We do not guarantee the accuracy, completeness, timeliness, liquidity, redemption value, or transferability of any Vault interest.
Vault interests may be transferable, non-transferable, allowlist-restricted, jurisdiction-restricted, or subject to other smart contract, protocol, or Vault-specific restrictions.
6.8 Deposits, Withdrawals and Portfolio Adjustments
Deposits into, and withdrawals from, a Vault may be subject to protocol mechanics, smart contract logic, Vault-specific parameters, queues, cooldown periods, settlement cycles, liquidity conditions, risk limits, collateral requirements, withdrawal windows, processing delays, or other restrictions.
We do not guarantee that any deposit or withdrawal will be processed immediately, successfully, or at any particular value.
A withdrawal request may require a Vault to cancel orders, reduce or close positions, unwind hedges, realise gains or losses, rebalance collateral, reduce leverage, or otherwise modify its portfolio.
This may result in slippage, adverse execution, realised losses, changes in liquidation risk, changes in portfolio exposure, or a withdrawal value different from the value displayed when the withdrawal was requested.
Any restriction, delay, or condition arising from Vault configuration, protocol mechanics, smart contracts, the Vault Operator, liquidity conditions, market conditions, or other third-party infrastructure does not constitute custody, possession, control, or a proprietary interest by us over your assets.
6.9 Fees
A Vault may charge management fees, performance fees, protocol fees, trading fees, execution fees, withdrawal fees, or other charges.
Any fees applicable to a Vault will be determined by the relevant Vault terms, protocol configuration, Vault Operator, or applicable fee schedule.
We are not responsible for determining whether a Vault’s fees are appropriate, fair, competitive, or suitable for you.
6.10 Permissioned Vaults
Certain Vaults may be restricted to approved users and may require eligibility checks, identity verification, KYB, KYC, sanctions screening, jurisdictional checks, wallet allowlisting, professional investor status, financial sophistication, or other criteria imposed by the Vault Operator, a third-party service provider, Applicable Law, or protocol configuration.
Where eligibility, KYC, KYB, professional investor, jurisdictional, allowlist, transfer, or other restrictions are administered by a Vault Operator or third-party service provider, that party is responsible for the applicable determination unless we expressly agree otherwise in writing.
We may provide technical functionality that supports such restrictions, including wallet allowlisting, interface gating, integration functionality, or access controls, but do not, solely by providing that functionality, assume responsibility for the underlying eligibility determination.
Vault interests may also be non-transferable or subject to transfer restrictions, allowlists, smart contract restrictions, lock-ups, cooldowns, or other conditions.
6.11 Vault-Specific Terms
A Vault may be subject to additional terms, disclosures, risk statements, strategy descriptions, eligibility criteria, fees, restrictions, permissions, or agreements provided by the relevant Vault Operator.
Those additional terms govern the relationship between the user and the Vault Operator to the extent applicable.
Nothing in those terms creates obligations for us unless we expressly agree to them in writing. 6.12 Your Responsibility
You are solely responsible for:
a. conducting your own diligence on any Vault and Vault Operator;
b. reviewing the Vault’s strategy, permissions, fees, risks, eligibility requirements, withdrawal mechanics, transfer restrictions, and other applicable terms;
c. determining whether participation in a Vault is lawful and appropriate for you; and
d. monitoring your Vault interests and deciding whether and when to deposit, remain invested, or request withdrawal.
You should not participate in a Vault unless you understand and are willing to accept the risks involved.
7. Disclaimers
7.1 We are a software developer and website operator. We operate the Application through which you may access the Derive Protocol. The Derive Protocol is operated and governed by Derive DAO. We do not operate the Derive Protocol or any underlying exchanges, protocols, or decentralised networks through which you can interact or engage in crypto asset transactions. Where these Terms or the Trading Rules refer to action through protocol governance, smart contract mechanics, risk parameters, governance-approved processes, or other protocol processes, such action is subject to the relevant DAO,
governance, smart contract, risk parameter, or protocol process and is not controlled solely by us. We are not responsible for any activities, transactions, interactions, or decisions that you make when using your wallet or the Application.
7.2 We do not control the Derive Protocol. Certain protocol functions may operate through protocol design, smart contract functionality, DAO governance decisions, risk frameworks, oracle processes, settlement processes, liquidation processes, or related operational parameters. Those functions are subject to their applicable technical and governance processes and are not controlled solely by us.
7.3 We have no access to your private key and cannot initiate an interaction with your crypto assets unless you expressly instruct, authorise, or sign the relevant action through your wallet or account, or unless the relevant action occurs through protocol mechanics, smart contract functionality, governance, risk framework, settlement process, liquidation process, market integrity process, or other process permitted by these Terms or Trading Rules and operating independently of us.
7.4 You are responsible for complying with all Applicable Laws that govern your use of the Application and Derive Protocol. We are not responsible for whether your interaction with the Derive Protocol complies with Applicable Law in your jurisdiction.
7.5 We make no representations or warranties that the Application, Derive Protocol, products, markets, instruments, RFQs, orderbooks, APIs, information, or services are appropriate for access or use in any jurisdiction.
7.6 You are not permitted to access or use the Application in any jurisdiction or country if it would be contrary to Applicable Law or if we determine that access is prohibited.
7.7 We reserve the right to limit the availability of the Application to any person, geographic area, jurisdiction, wallet, account, subaccount, IP address, device, market, instrument, expiry, transaction type, or functionality at any time and at our discretion.
7.8 Subject to any Consumer Guarantee that cannot be excluded, we disclaim all representations and warranties, express, implied, or statutory, including warranties of title, non-infringement, merchantability, security, suitability, fitness for a particular purpose, workmanship, technical coding, accuracy, completeness, reliability, currency, availability, and absence of defects.
7.9 The Application, code, information, data, markets, instruments, RFQs, orderbooks, APIs, and related functionality are provided on an as is and as available basis.
7.10 No advice, information, communication, statement, article, data, quote, mark, output, or content made available by us or through the Application creates any warranty or should be treated as professional advice. Before you make any financial, legal, tax, accounting, trading, risk management, or other decision involving the Application or Derive Protocol, you should seek independent professional advice from a person who is licensed and qualified in the relevant area.
7.11 We do not endorse, guarantee, or assume responsibility for any advertisement, offer, statement, link, service, application, protocol, wallet, infrastructure, or content made available by any third party.
7.12 Without limiting any other disclaimer, exclusion, or limitation of liability in these Terms or the Trading Rules, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Derive Protocol or entering into transactions, including crypto asset option or derivative transactions, except to the extent such liability cannot be excluded under Applicable Law.
7.13 To the maximum extent permitted by Applicable Law, we will not be liable for any loss arising from the acts, omissions, errors, failures, insolvency, or cessation of operations of any third-party service
provider, including oracle providers, index providers, wallet providers, blockchain infrastructure providers, analytics providers, market data providers, interoperability providers, or any other third party whose services are used in connection with the Application or the Derive Protocol.
9. Intellectual Property
9.1 We and our licensors own all rights, title, and interest in and to the Application, including software, code, design, text, graphics, images, branding, logos, user interface, data, databases, documentation, and content, except for open source software or third-party materials identified as such. You acknowledge that certain aspects of the Application may use, incorporate, or link to open source components and that your use of the Application is subject to any applicable open source licences that govern those components.
9.2 Subject to your compliance with these Terms and the Trading Rules, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Application for your own lawful use.
9.3 You must not copy, reproduce, modify, adapt, translate, distribute, sell, lease, licence, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, reverse engineer, decompile, resell, lend, share, distribute, permit any third party to use, or otherwise exploit the Application or any part of it except as expressly permitted by these Terms, the Trading Rules, Applicable Law, or an open source licence. You must also comply with all applicable open source licences.
9.4 Nothing in these Terms transfers ownership of any intellectual property right to you.
9.5 Our product or service names, logos, marks, legal notices, proprietary notices, attributions, watermarks, and identifiers are owned by us or our licensors. You must not copy, imitate, use, remove, obscure, or alter them without our prior written consent or the prior written consent of the applicable licensor.
10. Derive Data
10.1 “Derive Data” means any data, information, content, output, API response, price, quote, mark, index, oracle value, volatility value, theoretical value, orderbook data, RFQ data, trade data, settlement data, liquidation data, account data, analytics, metric, report, or other information made available through or in connection with the Application, whether displayed in the user interface, provided through an API, downloadable, transmitted, cached, or otherwise accessible.
10.2 Subject to your compliance with these Terms, the Trading Rules, and the Derive Data Usage Policy, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use Derive Data solely for your own personal or internal trading, risk management, account monitoring, and other permitted uses expressly set out in the Derive Data Usage Policy. Any commercial, redistributed, or other use of Derive Data beyond this limited licence requires prior written consent or a separate written agreement with us, our licensor, our affiliate, or an Authorised Commercial Data Distributor, as described in section 10.6.
10.3 You must not, without prior written consent from us, our licensor, our affiliate, or an Authorised Commercial Data Distributor, or unless expressly permitted under a separate written agreement with one of them:
a. redistribute, resell, sublicence, publish, broadcast, transmit, or otherwise make Derive Data available to any third party;
b. use Derive Data for any commercial purpose, including in connection with any trading service, brokerage, exchange, venue, data product, index, benchmark, analytics product, research product, API, bot, model, signals product, or other commercial offering;
c. create any derived dataset, benchmark, index, pricing service, valuation service, marks service, settlement service, or other product or service using Derive Data;
d. use Derive Data to train, fine-tune, ground, evaluate, or otherwise develop any artificial intelligence, machine learning, or similar model or system;
e. scrape, harvest, cache, store, systematically extract, or collect Derive Data by automated means, whether through bots, crawlers, spiders, scripts, or otherwise;
f. use Derive Data in a manner that competes with, substitutes for, or replicates the Application or any service we provide; or
g. remove, obscure, or alter any proprietary notice, attribution, watermark, or identifier relating to Derive Data.
10.4 Access to the Application does not include any right to receive, use, redistribute, store, commercialise, benchmark, index, value, publish, resell, sublicense, or create derived products from Derive Data beyond the limited licence expressly granted in these Terms and the Derive Data Usage Policy.
10.5 We may impose technical, contractual, or operational limits on access to Derive Data, including rate limits, throttling, suspension, termination of access, licence requirements, audit requirements, reporting requirements, or commercial terms, where we reasonably suspect a breach of this section 10, the Derive Data Usage Policy, any unauthorised use of Derive Data, excessive data use, or conduct that may impair the Application, the Derive Protocol, market integrity, data rights, third-party data rights, or commercial data licensing arrangements.
10.6 Any commercial, external, redistributed, derived, benchmark, index, valuation, pricing, oracle, analytics, research, model, dashboard, product, service, or third-party use of Derive Data requires prior written consent from us, our licensor, our affiliate, or an Authorised Commercial Data Distributor, and may require a separate data licence, API agreement, market data agreement, commercial agreement, or other written agreement with us, our licensor, our affiliate, or an Authorised Commercial Data Distributor.
10.7 As between you and us, we and our affiliates and licensors own all right, title, and interest in and to Derive Data, including all intellectual property rights therein, and you have no rights in or to Derive Data, except the limited licence expressly granted to you under these Terms and the Derive Data Usage Policy or any separate written agreement with us, our licensor, our affiliate, or an Authorised Commercial Data Distributor. Authorised Commercial Data Distributors may license Derive Data only to the extent authorised by us or our licensors. In addition, Derive Data may include, reference, incorporate, or be derived from third-party data. Your right to use Derive Data does not include any separate right to use third-party data except as made available through the Application for the limited purposes permitted by these Terms, the Derive Data Usage Policy, or any applicable separate written agreement.
11. Fees, Rebates, Rewards and Charges
11.1 You are responsible for all fees, commissions, funding payments, settlement amounts, liquidation costs, gas costs, network fees, third-party charges, and other amounts arising from or relating to your use of the Application or Derive Protocol.
11.2 Fees and rebates may vary by product, market, instrument, account, user, liquidity provider, market maker, affiliate, transaction type, campaign, volume tier, jurisdiction, risk profile, or other criteria.
11.3 We may change, suspend, reverse, claw back, correct, withhold, or adjust fees, rebates, rewards, incentives, credits, or charges where we reasonably consider this necessary due to error, abuse, manipulation, artificial volume, wash trading, market integrity concerns, technical issues, operational issues, breach of these Terms or Trading Rules, or other legitimate reason.
11.4 Any fee rebate, reward, incentive, credit, goodwill payment, or other discretionary amount is not guaranteed and may be subject to conditions, limitations, withholding, clawback, or cancellation.
11.5 You are responsible for determining whether and to what extent any taxes apply to transactions, rewards, fees, rebates, incentives, funding, settlement, profit and loss, or other activity associated with your use of the Application or Derive Protocol. You are responsible for collecting, reporting, and remitting the correct amounts of tax to the applicable tax authorities. To the maximum extent permitted by Applicable Law, we will not be liable for any tax, penalty, interest, or other amount imposed on you by any tax authority in connection with your use of the Application or the Derive Protocol, including any tax arising from rewards, rebates, incentives, settlements, or other amounts received by you through the Application.
12. Monitoring, Compliance and Wallet Screening
12.1 We may use blockchain analytics, sanctions screening, wallet screening, geolocation tools, device and IP analysis, transaction monitoring, API logs, RFQ records, order history, counterparty information, market surveillance tools, and third-party service providers to assess risk, compliance, security, financial crime, sanctions, market integrity, and eligibility issues, in each case subject to our Privacy Policy.
12.2 We may restrict, suspend, block, or decline access to the Application, withdrawals through the Application, RFQs through the Application, API access, accounts, subaccounts, wallets, or other Application functionality based on confidential risk criteria, including criteria provided by third-party service providers. Where any restriction relates to protocol-level activity rather than Application access, any such action will be taken through applicable governance, smart contract mechanics, risk parameters, or protocol processes rather than unilaterally by us. Restrictions imposed under this section 12.2 are limitations on access to the Application and do not constitute seizure of, lien over, charge over, or claim against any crypto assets held in your wallet or on- chain.
12.3 We are not required to disclose the details of confidential risk criteria, security processes, sanctions screening, wallet screening, market surveillance methods, legal analysis, or compliance methods where disclosure could compromise legal compliance, sanctions controls, security, market integrity, financial crime prevention, or risk management. We will not invoke the confidentiality protections in this section 12.3 to withhold information from applicable regulatory authorities or to prevent a user from understanding the general category of concern that has led to a restriction on their access, where we are reasonably able to provide that general category without compromising the specific confidential criteria, methods, or processes.
12.4 You may be required to provide additional information or take additional steps before using or continuing to use the Application. We will notify you of any such requirement through available communication channels and provide a reasonable period, which will not be less than five business days in non-urgent circumstances, to comply. Failure to provide information or complete required steps within the required period may result in restriction, suspension, or termination of access to the Application. Any such restriction is limited to access to the Application and does not itself restrict any ability you may have to interact directly with the Derive Protocol through technically available means other than the Application, unless a separate protocol, smart contract, governance, risk, legal, or other applicable process independently restricts that interaction. Nothing in this section 12.4 grants you any right to bypass, interfere with, evade, or circumvent any protocol-level, smart contract, governance, risk, legal, sanctions, market integrity, or technical restriction that applies independently of the Application.
13. Disabling, Modifying, and Restricting Your Access
13.1 We may disable, modify, suspend, or restrict your access to the Application, any feature of the Application, withdrawals through the Application, any account or subaccount through the Application, API access, session key, market, instrument, expiry, transaction type, RFQ process, settlement process, or other Application functionality where we reasonably consider it necessary or appropriate. Where any such restriction requires action at the protocol level rather than the Application level, we may seek to facilitate such action through applicable governance, smart contract, risk parameter, or operational processes, but do not guarantee that protocol-level action will be achievable in every circumstance.
13.2 This may include where we suspect or identify any breach of these Terms or Trading Rules, Mistrade, Erroneous Transaction, market integrity issue, security issue, technical issue, operational issue, oracle issue, pricing issue, sanctions issue, legal issue, financial crime issue, wallet screening issue, misuse of the Application, or other activity that may create risk to users, the Application, the Derive Protocol, market integrity, settlement, liquidity, or orderly market operation.
13.3 Where lawful and reasonably practicable, we may provide notice of the restriction and the general category of the basis for it. We are not required to disclose confidential information, proprietary risk criteria, security processes, market surveillance methods, legal analysis, information relating to other users or counterparties, or information that could compromise market integrity, security, legal compliance, or orderly operation. We will not invoke this section 13.3 to withhold from a user the general category of concern that has led to a restriction on their access, where we are reasonably able to provide that general category without compromising specific confidential criteria or processes.
13.4 Where access to withdrawals through the Application is restricted as part of a review, we will review the restriction promptly and, where reasonably practicable, provide a status update within 24 hours and further periodic updates while the restriction remains in place. Where the restriction is imposed as a temporary measure under section 4.3, the timing limits and extension process in section 4.3.7 apply. This does not guarantee that any restriction will be lifted within any specific period where an extension is permitted under section 4.3.7 or required by Applicable Law, market integrity, security, settlement, liquidation, sanctions, financial crime, or other relevant
considerations. Any restriction on withdrawals is limited to access through the Application and does not itself restrict any ability you may have to interact directly with the Derive Protocol through technically available means other than the Application, unless a separate protocol, smart contract, governance, risk, legal, or other applicable process independently restricts that interaction. Nothing in this section 13.4 grants you any right to bypass, interfere with, evade, or circumvent any protocol-level, smart contract, governance, risk, legal, sanctions, market integrity, or technical restriction that applies independently of the Application. Failure to provide any notice, status update, explanation, or extension notice within a stated period does not invalidate any restriction, review, temporary measure, corrective action, or other action taken under these Terms or the Trading Rules, and does not give rise to liability, provided that we act in good faith and provide the relevant notice, update, explanation, or extension notice as soon as reasonably practicable.
13.5 Where the basis for a restriction no longer exists, we may restore access, in whole or in part, subject to any conditions we reasonably consider appropriate.
13.6 We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Application being inaccessible, any Application feature being restricted, access to any market or instrument through the Application being suspended or restricted, any transaction being reviewed under these Terms or the Trading Rules, any withdrawal through the Application being restricted, or any corrective action being taken or not taken under these Terms or the Trading Rules.
14. Indemnification and Limitation of Liability
14.1 Indemnification
You indemnify and hold harmless the Protected Parties from and against all claims, demands, actions, proceedings, investigations, damages, obligations, losses, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or relating to:
a. your access to or use of the Application or Derive Protocol;
b. crypto assets associated with your wallet, account, or subaccount;
c. your breach of these Terms, the Trading Rules, any third-party right, or Applicable Law;
d. your RFQs, orders, quotes, trades, positions, hedges, transfers, margin activity, liquidation activity, settlement activity, API activity, automated trading activity, market data activity, or other interactions;
e. any activity by another person using your wallet, account, subaccount, device, credentials, API keys, session keys, bots, algorithms, systems, or access method;
f. any information you provide that is false, inaccurate, incomplete, or misleading;
g. any claim that your use of the Application, Derive Protocol, Derive Data, API, wallet, account, subaccount, bots, algorithms, systems, or trading activity infringes, misappropriates, or violates any intellectual property, privacy, confidentiality, data, contractual, regulatory, or other right of any person;
h. any tax, duty, levy, reporting obligation, withholding obligation, or similar amount arising from or relating to your activity; or
i. any fraud, manipulation, market abuse, sanctions breach, financial crime, security breach, unauthorised access, or other unlawful or prohibited activity by you or through your wallet, account, subaccount, credentials, API keys, session keys, systems, or access method.
Where you are obliged to indemnify any Protected Party under this section 14.1, we will have the right, in our sole discretion, to control any related action, proceeding, investigation, settlement, defence, or response, including the right to determine whether to settle and on what terms. You agree to cooperate reasonably in the defence of any such claim and not to take any action in relation to such claim that could prejudice the position of any Protected Party without our prior written consent.
Your liability under this section 14.1 will be proportionately reduced to the extent that we caused or contributed to the relevant claim, damage, obligation, loss, liability, cost, or expense, provided that no reduction will apply to the extent that the relevant contribution arose from our exercise, or a Protected Party’s exercise, of rights expressly permitted under these Terms or the Trading Rules, including any review, corrective action, temporary measure, voluntary resolution, access restriction, data restriction, or market integrity action.
14.2 Limitation of liability
The limitations and exclusions in this section 14.2 apply to the maximum extent permitted by Applicable Law for the benefit of each Protected Party.
14.2.1 Our sole obligation under these Terms is to make the Application available on an as-is and as-available basis in accordance with section 7.9. We do not guarantee continuous, uninterrupted, or error-free access to the Application, and the existence of any period of inaccessibility, downtime, or restricted functionality does not constitute a breach of any obligation owed to you.
14.2.2 To the maximum extent permitted by Applicable Law, and subject to any Consumer Guarantee that cannot be excluded, we will not be liable to you for any loss or damage of any kind, including Consequential Loss, whether the claim arises under statute, in contract, in tort including negligence, or otherwise, arising out of or in connection with:
a. your access to or use of the Application or Derive Protocol;
b. any transaction, RFQ, quote, order, fill, position, liquidation, settlement, transfer, wallet interaction, API activity, automated trading activity, market integrity review, Mistrade review, Erroneous Transaction review, correction, restriction, suspension, or failure to take action;
c. any hacking, tampering, unauthorised access, security incident, smart contract issue, wallet issue, private key issue, API issue, bot issue, oracle issue, index issue, data issue, market maker issue, liquidity provider issue, counterparty issue, third-party service issue, blockchain issue, network issue, or infrastructure issue;
d. any error, mistake, inaccuracy, omission, interruption, suspension, restriction, delay, bug, virus, defect, or failure relating to the Application or Derive Protocol;
e. any change to these Terms, the Trading Rules, the Application, fees, markets, instruments, access, APIs, risk parameters, or related functionality; or
f. any defamatory, offensive, unlawful, fraudulent, deceptive, or illegal conduct of any third party;
g. any personal injury or property damage of any nature whatsoever resulting from any access to or use of the Application or Derive Protocol;
h. any unauthorised access to or use of any secure server, database, system, infrastructure, or information controlled by us or any service provider, or any information or data stored therein;
i. any bugs, viruses, trojan horses, malware, denial of service attack, or similar harmful material or method transmitted to or through the Application, the Derive Protocol, or related infrastructure;
j. any error or omission in, or any loss or damage incurred as a result of the use of, any content, data, information, output, quote, mark, index, oracle value, settlement value, analytics, or other material made available through or in connection with the Application or Derive Protocol; or
k. your need to modify your practices, content, behaviour, systems, trading activity, API usage, or business arrangements, or your loss of or inability to do business, as a result of changes to these Terms, the Trading Rules, the Application, the Derive Protocol, markets, parameters, access, or related functionality.
14.2.3 You acknowledge that the limitation of liability in this section 14.2.3 reflects a reasonable allocation of risk between the parties, that we would not have provided access to the Application on these Terms without this limitation. To the extent liability is not otherwise limited and to the maximum extent permitted by Applicable Law, the total aggregate liability of all Protected Parties to you for all claims arising out of or relating to these Terms, the Trading Rules, the Application, the Derive Protocol, Derive Data, or any related activity will not exceed USD 100.
14.2.4 You agree that any instructions you provide to us or through the Application are your responsibility and must be accurate, correct, complete, and intended by you. We are not liable for any loss or claim arising from our actions or inactions in accordance with your instructions.
14.2.5 Any claim or cause of action arising out of or relating to these Terms, the Trading Rules, the Application, or the Derive Protocol must be commenced within one year after the claim arose, otherwise the claim is permanently barred.
14.2.6 To the maximum extent permitted by Applicable Law, where our liability cannot be excluded because of a Consumer Guarantee or equivalent mandatory consumer protection right, our liability is limited, at our election, to one or more of the following: in the case of goods, replacement, supply of equivalent goods, repair, or payment of the cost of doing any of those things; and in the case of services, resupplying the services or paying the cost of having them resupplied. Nothing in this section 14.2 excludes or limits our liability for fraud, fraudulent misrepresentation, gross negligence or willful misconduct.
15. Arbitration and Class Action Waiver
15.1 Binding arbitration
15.1.1 Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for alleged unlawful use of intellectual property, each party waives:
a. the right to have any and all disputes or claims arising from these Terms, the Trading Rules, your access to or use of the Application, or any other dispute with us, collectively “Disputes”, resolved in a court; and
b. any right to a jury trial.
15.1.2 The parties agree to arbitrate Disputes that are not resolved informally through binding arbitration instead of having the Dispute decided by a judge or jury in court.
15.2 No class arbitrations, class actions, or representative actions
15.2.1 The parties agree that any Dispute is personal to them and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other representative proceeding.
15.2.2 Neither party agrees to class arbitration or to any arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.
15.2.3 A Dispute cannot be brought as a class action or other representative action, whether within or outside arbitration, or on behalf of any other individual or group of individuals.
15.2.4 If any court or arbitrator determines that the class action waiver in this section 15.2 is unenforceable for any reason, the parties agree that any class or representative claim will be severed from the arbitration and brought exclusively in the courts of Panama under section 16.2. No arbitration will proceed on a class or representative basis under any circumstances.
15.3 Process
15.3.1 The parties agree to notify the other in writing of any Dispute within 30 days of when it arises so that the parties can attempt in good faith to resolve the Dispute informally.
15.3.2 Notice to us must be provided by sending an email to [email protected].
15.3.3 Your notice must include:
a. your name, postal address, and email address;
b. the wallet address, account, or subaccount associated with the Dispute, where applicable; c. a description of the nature or basis of the Dispute; and
d. the specific action that you are seeking.
15.3.4 If the parties cannot resolve the Dispute within 30 days of us receiving the notice, either party may commence arbitration.
15.3.5 The arbitration will be conducted in accordance with the UNCITRAL Arbitration Rules. The seat of arbitration will be Panama City, Panama. The appointing authority will be the Centro de Conciliacion y Arbitraje de Panama (CAP). The arbitration will be conducted in the English language before a sole arbitrator, unless either party requests a panel of three arbitrators within 14 days of the notice of arbitration, in which case the tribunal will consist of three arbitrators.
15.4 Authority of arbitrator
15.4.1 As limited by these Terms and applicable arbitration rules, the arbitrator will have:
a. the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute; and
b. the authority to grant any remedy that would otherwise be available in court.
15.4.2 The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual claim, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
15.5 Confidentiality.
All arbitration proceedings, submissions, evidence, disclosures, awards, and related communications will be kept strictly confidential by both parties and the arbitrator, except to the extent disclosure is required by Applicable Law, necessary to enforce an award, or required by a court of competent jurisdiction. Neither
party will disclose the existence, content, or outcome of any arbitration without the prior written consent of the other party, except as required by Applicable Law.
15.6 Non-Assignability of Claims
You may not assign, transfer, or fund any Dispute or arbitration claim, in whole or in part, to any third party, including any litigation funder, claims aggregator, or legal finance entity, without our prior written consent. Any purported assignment or funding arrangement made without such consent is void.
16. General
16.1 Changes to these Terms and Trading Rules
16.1.1 We may amend, modify, update, replace, or supplement these Terms and the Trading Rules in our reasonable discretion from time to time.
16.1.2 We will endeavour to give you at least 10 days prior notice of any change that is likely to materially affect or disrupt the manner in which you use the Application, except where we reasonably consider that a shorter period or immediate change is required because of market integrity, security, technical, operational, legal, compliance, risk, oracle, settlement, liquidation, third-party service provider, or other urgent considerations.
16.1.3 We may require you to click to accept updated Terms or Trading Rules before continuing to access or use the Application.
16.1.4 Any subsequent access, viewing, connection, acceptance, or use of the Application constitutes your acceptance of any new or modified Terms or Trading Rules. If you do not agree with any new or modified Terms or Trading Rules, you must immediately cease using the Application.
16.2 Choice of law
These Terms, the Trading Rules, and any Dispute will be governed by and construed in accordance with the laws of Panama. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Panama for the purpose of any Dispute that is not subject to arbitration under section 15, or any proceedings to enforce an arbitral award. Nothing in this section 16.2 limits the right of either party to seek urgent injunctive or other equitable relief in any court of competent jurisdiction.
16.3 Subcontracting
We may subcontract, including to affiliates, contractors, service providers, infrastructure providers, technology providers, risk and compliance providers, wallet providers, market data providers, analytics providers, and other third parties, the whole or any part of our obligations under these Terms or the Trading Rules without your prior written consent. Where we subcontract functions that materially affect your access to the Application or the processing of your Personal Information, we will identify the general categories of subcontractors involved in our Privacy Policy where required by Applicable Law.
16.4 Assignment
We may assign our rights and obligations either in whole or in part under these Terms or the Trading Rules. Your rights and obligations are personal to you and are not assignable without our prior written consent.
16.5 Invalidity and severability
16.5.1 If a provision of these Terms or the Trading Rules, or a right or remedy of a party, is invalid or unenforceable in a particular jurisdiction:
a. it is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; and
b. it does not affect the validity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.
16.5.2 Any term which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder is not affected.
16.6 Force majeure
We will not be liable for delays, failure in performance, or interruption of service resulting directly or indirectly from any cause or condition beyond our reasonable control, including act of God, act of civil or military authority, act of terrorism, civil disturbance, war, strike or labour dispute, fire, interruption in telecommunications or internet services, network failure, blockchain issue, oracle issue, data provider issue, third-party infrastructure issue, failure of equipment or software, smart contract issue, market disruption, DAO governance delay or failure, regulatory change or action, including any sanction, order, direction, or restriction imposed on us, the Derive Protocol, or Derive DAO by any governmental, regulatory, or judicial authority, or other occurrence beyond our reasonable control. For the avoidance of doubt, nothing in this section 16.6 creates any custody obligation, return obligation, lien, charge, or claim in respect of crypto assets held in a user's wallet or on-chain to which we have no access or control, and nothing in this section itself restricts any ability a user may have to interact directly with the Derive Protocol through technically available means other than the Application.
16.7 Enforcement of our rights
We may not always strictly enforce our rights under these Terms or the Trading Rules. If we do not enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
16.8 Survival
All provisions contained in these Terms or the Trading Rules which by their nature extend beyond expiration or termination will continue to be binding after expiration or termination. Without limiting the foregoing, sections 4.3 (Market Integrity, Trade Finality, Mistrades and Erroneous Transactions), 6 (Vaults and Managed Strategies), 8 (Privacy and Data), 10 (Derive Data), 11 (Fees, Rebates, Rewards and Charges), 14 (Indemnification and Limitation of Liability), 15 (Arbitration and Class Action Waiver), and this section
16.8 will survive expiration or termination of these Terms.
17. Definitions and Interpretation
17.1 Definitions
“Affiliate” means, with respect to a person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with that person or entity. For the purposes of these Terms, Derive DAO is not treated as an Affiliate of Lyra Technologies Corp solely by reason of Lyra Technologies Corp operating the Application through which the Derive Protocol is accessed, unless Lyra Technologies Corp otherwise directly or indirectly controls Derive DAO.
“Affiliate Liquidity Provider” has the meaning given in section 3.4.1.
“Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, directive, requirement, guideline, judgment, or other requirement issued by any domestic or
foreign governmental, regulatory, judicial, administrative, self-regulatory, or other authority having jurisdiction over us, you, the Application, or the Derive Protocol.
“Application” has the meaning given in section 1.2.
“Authorised Commercial Data Distributor” means any affiliate, licensor, service provider, or other person authorised by us or our licensors to commercialise, license, sublicense, distribute, provide access to, or administer commercial access to Derive Data.
“Consequential Loss” means any loss, damage, or cost incurred by you that is indirect or consequential, including loss of revenue, income, business, profits, production, goodwill, credit, reputation, future reputation, publicity, use, interest, anticipated savings, opportunity, loss of or damage to credit rating, loss or denial of opportunity, or losses arising from third-party claims.
“Consumer Guarantee” means any right you may have under consumer protection laws that cannot be excluded.
“Derive DAO” has the meaning given in section 1.1.
“Derive Data” has the meaning given in section 10.1.
“Derive Protocol” has the meaning given in section 1.1.
“Dispute” has the meaning given in section 15.1.1. For the avoidance of doubt, any claim or dispute arising out of or in connection with any review, corrective action, temporary measure, voluntary resolution, or restriction under section 4.3 or section 13 constitutes a Dispute for the purposes of these Terms.
“Embedded Wallet” has the meaning given in section 5.1.1.
“Erroneous Transaction” has the meaning given in section 4.3.3, as determined in accordance with the procedure and evidentiary requirements set out in that section.
“Mistrade” has the meaning given in section 4.3.3, as determined in accordance with the procedure and evidentiary requirements set out in that section.
“Personal Information” means any information that is personal information, personally identifiable information, or similar under Applicable Law. The collection, use, storage, and handling of Personal Information is governed by our Privacy Policy.
“Protected Parties” means us, our Affiliates, subsidiaries, officers, directors, employees, contractors, agents, representatives, licensors, Authorised Commercial Data Distributors, service providers, delegates, and assigns, and each of their respective officers, directors, employees, contractors, agents, and representatives.
“Restricted Person” means any person, entity, organisation, company, trust, partnership, estate, resident, citizen, tax resident, agent, or person acting on behalf of a person or entity that is restricted under this definition, including any person or entity that is:
a. a United States person, United States resident, United States citizen, United States tax resident, or a person or entity incorporated in, governed by, established under the laws of, located in, or ordinarily resident in the United States of America;
b. an Australian tax resident, or a person or entity incorporated in, governed by, established under the laws of, located in, or ordinarily resident in Australia;
c. a Canada resident, Canada citizen, Ontario resident, or a person or entity incorporated in, governed by, established under the laws of, located in, or ordinarily resident in Canada;
d. a Panama resident or tax resident, or a person or entity incorporated in, governed by, established under the laws of, located in, or ordinarily resident in Panama;
e. incorporated in, governed by, established under the laws of, located in, or ordinarily resident in Iran, Iraq, Libya, Mali, Nicaragua, Cuba, Democratic People's Republic of Korea (North Korea), Russia, Somalia, Sudan, Syria, Yemen, Zimbabwe, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Democratic Republic of Congo, the regions of Crimea, Donetsk, or Luhansk, or any jurisdiction, country, territory, or region subject to comprehensive sanctions, embargoes, or similar restrictions;
f. incorporated in, governed by, established under the laws of, located in, or ordinarily resident in any jurisdiction, country, territory, or region that we determine or notify as restricted from time to time;
g. located in any other jurisdiction where your access to or use of the Application would breach Applicable Law applicable to you, or where we have determined and notified that access is restricted; or
h. acting on behalf of, controlled by, or majority-owned by a Restricted Person where such access or use would cause the restrictions in these Terms to be circumvented.
“Sanctioned Person” means a person, resident, citizen, agent, entity, organisation, company, trust, partnership, estate, beneficial owner, controller, or person acting on behalf of or incorporated in any jurisdiction that is listed on, or otherwise subject to, any economic or trade restriction, sanctions list, embargo list, or specifically designated persons list published by any international organisation, state, government, or authority, including the United Nations, European Union, United States, United Kingdom, Australia, Panama, or any other relevant sanctions authority.
“Self Hosted Wallet” has the meaning given in section 5.1.1.
“Trading Rules” has the meaning given in section 1.4. In the event of any inconsistency between the Trading Rules and these Terms, the hierarchy set out in section 1.4 applies.
“USD” means United States dollars.
17.2 Interpretation
In these Terms and the Trading Rules, unless the contrary intention appears:
a. headings are for convenience only and do not affect interpretation;
b. the singular includes the plural and vice versa;
c. a reference to a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust, or other body;
d. a reference to a document includes all amendments or supplements to that document; e. including, such as, particularly, and similar expressions are not words of limitation; f. a reference to a law includes that law as amended, consolidated, or replaced;
g. a reference to these Terms or the Trading Rules includes any amendment, supplement, replacement, or update made in accordance with section 16.1; for the avoidance of doubt, a reference to these Terms or the Trading Rules does not include DAO governance decisions, smart contract parameters, protocol
rules, or on-chain governance votes except to the extent such matters are expressly incorporated into these Terms or the Trading Rules or are otherwise made available to users by us;
h. a reference to a transaction includes any order, RFQ, quote, fill, transfer, settlement, liquidation, smart contract interaction, wallet interaction, protocol state update, corrective action, voluntary resolution, or other activity through or in connection with the Application or Derive Protocol;
i. no rule of construction applies to the disadvantage of a party because that party was responsible for preparation of these Terms or any Trading Rules;
j. unless otherwise stated, monetary amounts are stated in USD;
k. a day means the period commencing at midnight and ending immediately before the next midnight; and
l. if a period of time is calculated from a particular day, act, or event, it is calculated exclusive of that day or event unless otherwise stated.
m. where these Terms or the Trading Rules refer to an action available to us through the Application, such reference means an action available through Application functionality and does not imply that we have the ability to take equivalent action at the protocol level unless expressly stated; where these Terms or the Trading Rules refer to an action facilitated through governance, smart contract mechanics, risk parameters, or governance-approved processes, such action is taken by or through the Derive Protocol and not solely by us, and is subject to the technical and operational constraints of the relevant process.
