Terms of Use
Updated: 9 May 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;
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:
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, 10, 11, 12, 13, or 14 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:
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.
6A. Privacy and Data
6A.1 Our collection, use, storage, sharing, and handling of information in connection with your access to and use of the Application is governed by our Privacy Policy, which is available at /privacy-policy.
6A.2 You acknowledge that interacting with the Derive Protocol through the Application may result in your transactions being recorded on Ethereum, Layer-2 networks, or other blockchain infrastructure, and that such transactions may be publicly visible. We do not control and are not responsible for information you make public on-chain.
6A.3 We and our service providers may use blockchain analytics, wallet screening, sanctions screening, geolocation data, IP address data, device data, transaction monitoring, API logs, RFQ records, market surveillance tools, and similar tools in connection with compliance, risk management, security, financial crime prevention, eligibility, and market integrity. Our use of such tools is subject to the Privacy Policy.
7. Intellectual Property
7.1 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.
7.2 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.
7.3 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.
7.4 Nothing in these Terms transfers ownership of any intellectual property right to you.
7.5 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.
8. Derive Data
8.1 “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.
8.2 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 8.6.
8.3 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.
8.4 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.
8.5 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 8, 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.
8.6 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.
8.7 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.
9. Fees, Rebates, Rewards and Charges
9.1 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.
9.2 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.
9.3 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.
9.4 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.
9.5 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.
10. Monitoring, Compliance and Wallet Screening
10.1 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.
10.2 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 10.2 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.
10.3 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
10.3 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.
10.4 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 affect your ability to interact directly with the Derive Protocol through 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 10.4 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. Arbitration and Class Action Waiver
13.1 Binding arbitration
13.1.1 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.
13.1.2 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.
13.2 No class arbitrations, class actions, or representative actions
13.2.1 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.
13.2.2 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.
13.2.3 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.
13.2.4 If any court or arbitrator determines that the class action waiver in this Section 13.2 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 14.2. No arbitration will proceed on a class or representative basis under any circumstances.
13.3 Process
13.3.1 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.
13.3.2 Notice to us must be provided by sending an email to [email protected].
13.3.3 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.
13.3.4 If the parties cannot resolve the Dispute within 30 days of us receiving the notice, either party may commence arbitration.
13.3.5 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.
13.4 Authority of arbitrator
13.4.1 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.
13.4.2 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.
13.5 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.
13.6 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.
14. General
14.1 Changes to these Terms and Trading Rules
14.1.1 We may amend, modify, update, replace, or supplement these Terms and the Trading Rules in our reasonable discretion from time to time.
14.1.2 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.
14.1.3 We may require you to click to accept updated Terms or Trading Rules before continuing to access or use the Application.
14.1.4 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.
14.2 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 13, or any proceedings to enforce an arbitral award. Nothing in this Section 14.2 limits the right of either party to seek urgent injunctive or other equitable relief in any court of competent jurisdiction.
14.3 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.
14.4 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.
14.5 Invalidity and severability
14.5.1 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.
14.5.2 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.
14.6 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, bridge 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 14.6 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 limits any ability a user may have to interact directly with the Derive Protocol through means other than the Application.
14.7 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.
14.8 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), 6A (Privacy and Data), 8 (Derive Data), 9 (Fees, Rebates, Rewards and Charges), 12 (Indemnification and Limitation of Liability), 13 (Arbitration and Class Action Waiver), and this section 14.8 will survive expiration or termination of these Terms.
15. Definitions and Interpretation
15.1 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 8.1. “Derive Protocol” has the meaning given in section 1.1.
“Dispute” has the meaning given in section 13.1.1. 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 11 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.
15.2 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 14.1; 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, account 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.
