Terms of Use

Updated: 9 May 2026

Table of Contents

  1. These Terms of Use

  2. Eligibility

  3. Your Access to the Application

  4. Your Use of the Application

  5. Wallets

  6. Disclaimers
     6A. Privacy and Data

  7. Intellectual Property

  8. Derive Data

  9. Fees, Rebates, Rewards and Charges

  10. Monitoring, Compliance and Wallet Screening

  11. Disabling, Modifying, and Restricting Your Access

  12. Indemnification and Limitation of Liability

  13. Arbitration and Class Action Waiver

  14. General

  15. Definitions and Interpretation

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, Derive DAO.

1.2 Lyra Technologies Corp operates the website-hosted application through which you may access the Derive Protocol. 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, Terms, 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:

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, through functionality available to us, through applicable smart contract functionality, through protocol or risk parameters, through a governance-approved process, or through any other process available to 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, these Terms; third, the Trading Rules; fourth, product schedules, market notices, parameter schedules, API documentation, and other operating materials published or made available by us; and fifth, 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.

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; and

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.

3.2 Acknowledgements

By accessing and using the Application, you acknowledge, understand, and agree that:

a. the Application may be inaccessible or inoperable for any reason from time to time, including equipment, hardware or software malfunction, maintenance, third-party service disruption or unavailability, blockchain or network disruption, abnormal market conditions, market integrity review, technical issue, operational issue, security issue, regulatory or legal requirement, direction or order, or cause beyond our control; where possible and practicable, we will endeavour to give you reasonable prior notice of any planned or foreseeable period of inaccessibility or inoperability;

b. the Application may evolve, which means we may apply changes to, replace, suspend, restrict, or discontinue any part, function, feature, market, instrument, transaction type, RFQ process, order type, API endpoint, or other functionality at any time;

c. you are solely responsible for all interactions you have with the Derive Protocol, including any transactions, executions, RFQs, quotes, orders, transfers, collateral movements, margin activity, liquidations, settlements, or other interactions associated with your wallet, account, subaccount, API keys, session keys, bots, algorithms, or other tools;

d. except as expressly set out in these Terms or the Trading Rules, including any market integrity, Mistrade, Erroneous Transaction, liquidation, settlement, oracle, governance, risk, or emergency process, we have no control over any blockchain or crypto asset and cannot ensure that any interaction will be confirmed, cancelled, reversed, modified, repriced, adjusted, or settled on the relevant blockchain or through the Derive Protocol; We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of your interactions related to the Derive Protocol, and we are not responsible for ensuring such matters with any person or entity with whom you may interact through the Derive Protocol.

e. we do not act as your agent, broker, fiduciary, adviser, portfolio manager, trustee, custodian, or best execution provider;

f. to the maximum extent permitted by Applicable Law, you waive and eliminate any fiduciary duty or similar duty that may otherwise be alleged to be owed by us to you;

g. our operation of the Application does not represent any offer, solicitation, advice, recommendation, or invitation to use the Derive Protocol or to enter into any transaction;

h. we do not undertake to provide you with best execution, the best available price, routing to the most favourable venue, investment advice, trading advice, legal advice, tax advice, accounting advice, or risk management advice;

i. you are solely responsible for deciding whether any transaction, RFQ, order, quote, position, hedge, strategy, liquidation, settlement, or other interaction is appropriate for you;

j. you are solely responsible for complying with all Applicable Laws relating to your use of the Application and Derive Protocol;

k. we have no obligation to inform you of any potential liabilities or violations of Applicable Law that may arise in connection with your access to or use of the Application or Derive Protocol;

l. the Application may not always be accurate, complete, current, continuous, or error-free and may include technical inaccuracies, pricing inaccuracies, typographical errors, delayed information, stale information, incomplete information, or incorrect information;

m. information provided through the Application is for informational purposes only and should not be treated as professional advice;

n. transactions, RFQs, quotes, fills, marks, settlement values, liquidation values, margin values, oracle values, index values, and other data may be subject to review or adjustment under these Terms or the Trading Rules;

o. you have no right or expectation that all accounts, subaccounts, users, liquidity providers, market makers, or market participants will be subject to identical margin, liquidation, auction, execution, routing, pricing, risk, RFQ, API, fee, rebate, or market integrity treatment;

p. differentiated treatment may occur because of smart contract design, governance decisions, risk framework, market integrity process, technical constraints, operational parameters, liquidity needs, market maker programmes, affiliate liquidity provision, unaffiliated liquidity provision, or other legitimate reasons;

q. differentiated treatment may result in certain accounts or subaccounts being liquidated earlier, later, or differently than others, and may affect the size, timing, sequencing, pricing, or outcome of any liquidation, auction, settlement, insurance fund usage, security module usage, clawback, socialised loss, or other risk management process; and

r. any risk control, market maker protection tool, price band, RFQ control, API control, margin control, liquidation control, oracle control, market integrity control, or other protection may be unavailable, disabled, delayed, incorrectly configured, fail to trigger, or fail to prevent loss;

s. no risk control, market maker protection tool, price band, RFQ control, API control, margin control, liquidation control, oracle control, market integrity control, or other protection is a guarantee that erroneous, unintended, excessive, loss-making, or disorderly transactions will be prevented, cancelled, adjusted, or reversed; and

t. your use of the Application and any interaction with the Derive Protocol is at your own risk.

3.3 Crypto asset and derivatives risk

You acknowledge, understand, and agree that:

a. crypto assets, blockchain infrastructure, smart contracts, options, perpetuals, derivatives, leveraged instruments, structured transactions, RFQs, margin systems, liquidation systems, settlement systems, oracle systems, and underlying technologies including cryptography are experimental, volatile, and risky, and you agree that we are not responsible for any losses or damages associated with these inherent risks;

b. your use of the Application and interactions with the Derive Protocol, including entering into crypto asset options and derivatives, may carry significant financial risk, and you may lose all crypto assets, collateral, margin, premiums, fees, settlement proceeds, or other value associated with your wallet, account, subaccount, positions, or transactions;

c. losses may occur because of market movement, volatility, liquidity, slippage, margin calls, liquidation, partial liquidation, auction, insolvency, insurance fund depletion, socialised loss, clawback, oracle error, oracle manipulation, index error, settlement error, smart contract issue, governance action, security incident, chain reorganisation, network congestion, bridge issue, user error, market maker error, API error, bot error, pricing error, or any other cause;

d. no market, quote, RFQ response, orderbook, mark, oracle, index, settlement value, or price source is guaranteed to be accurate, continuous, available, executable, or appropriate in all market conditions;

e. near-expiry instruments may be especially volatile and sensitive to mark prices, settlement prices, implied volatility, theoretical value, liquidity, put-call parity, and oracle movements; and

f. you are responsible for monitoring your positions, margin, collateral, liquidation risk, settlement risk, expiry risk, and account health at all times.

3.4 Affiliate and unaffiliated liquidity provider disclosures

3.4.1 You acknowledge that one or more of our affiliates, including Derive Liquidity Co. Limited or any successor or affiliated proprietary trading entity, each an Affiliate Liquidity Provider, may from time to time trade digital assets or derivatives for its own account, provide liquidity, act as principal counterparty in RFQ, block, OTC or other principal transactions, and hedge positions on or off the Derive Protocol or the Application.

3.4.2 You also acknowledge that unaffiliated third-party liquidity providers, market makers, RFQ participants, counterparties, API users, and other users may trade through or in connection with the Application or Derive Protocol.

3.4.3 You acknowledge that:

a. you may face an Affiliate Liquidity Provider or unaffiliated market maker acting as principal and not as your agent, broker, fiduciary or adviser;

b. an Affiliate Liquidity Provider or unaffiliated market maker may trade the same assets or instruments as you, including in the same market and at the same time as you;

c. an Affiliate Liquidity Provider or unaffiliated market maker may enter into transactions that are opposite to, or economically inconsistent with, your positions;

d. an Affiliate Liquidity Provider or unaffiliated market maker may hedge, reduce, increase, or otherwise manage its exposure on the Derive Protocol, on third-party venues, or through bilateral transactions;

e. an Affiliate Liquidity Provider or unaffiliated market maker may profit when you incur losses and may incur losses when you make profits;

f. neither we nor any Affiliate Liquidity Provider or unaffiliated market maker is under any obligation to disclose positions, strategies, inventory, hedging decisions, risk limits, pricing models, quote engines, or profit and loss to you; and

g. no Affiliate Liquidity Provider or unaffiliated market maker owes you any fiduciary duty, best execution duty, advisory duty, or duty to disclose its pricing model, hedging activity, inventory, strategy, risk limits, or profit and loss.

3.4.4 Bona fide proprietary trading, hedging, RFQ activity, block trading, principal trading, or liquidity provision by an Affiliate Liquidity Provider or unaffiliated market maker in accordance with these Terms, the Trading Rules, disclosed conflicts, Applicable Law, and ordinary operation of the Application or Derive Protocol shall not, by itself, be treated as a prohibited pre-arranged or non-competitive transaction, spoofing, manipulation, or other abusive trading practice. Nothing in this section permits fraudulent, deceptive, manipulative, or otherwise unlawful conduct.

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; and

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.

3.2 Acknowledgements

By accessing and using the Application, you acknowledge, understand, and agree that:

a. the Application may be inaccessible or inoperable for any reason from time to time, including equipment, hardware or software malfunction, maintenance, third-party service disruption or unavailability, blockchain or network disruption, abnormal market conditions, market integrity review, technical issue, operational issue, security issue, regulatory or legal requirement, direction or order, or cause beyond our control; where possible and practicable, we will endeavour to give you reasonable prior notice of any planned or foreseeable period of inaccessibility or inoperability;

b. the Application may evolve, which means we may apply changes to, replace, suspend, restrict, or discontinue any part, function, feature, market, instrument, transaction type, RFQ process, order type, API endpoint, or other functionality at any time;

c. you are solely responsible for all interactions you have with the Derive Protocol, including any transactions, executions, RFQs, quotes, orders, transfers, collateral movements, margin activity, liquidations, settlements, or other interactions associated with your wallet, account, subaccount, API keys, session keys, bots, algorithms, or other tools;

d. except as expressly set out in these Terms or the Trading Rules, including any market integrity, Mistrade, Erroneous Transaction, liquidation, settlement, oracle, governance, risk, or emergency process, we have no control over any blockchain or crypto asset and cannot ensure that any interaction will be confirmed, cancelled, reversed, modified, repriced, adjusted, or settled on the relevant blockchain or through the Derive Protocol; We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of your interactions related to the Derive Protocol, and we are not responsible for ensuring such matters with any person or entity with whom you may interact through the Derive Protocol.

e. we do not act as your agent, broker, fiduciary, adviser, portfolio manager, trustee, custodian, or best execution provider;

f. to the maximum extent permitted by Applicable Law, you waive and eliminate any fiduciary duty or similar duty that may otherwise be alleged to be owed by us to you;

g. our operation of the Application does not represent any offer, solicitation, advice, recommendation, or invitation to use the Derive Protocol or to enter into any transaction;

h. we do not undertake to provide you with best execution, the best available price, routing to the most favourable venue, investment advice, trading advice, legal advice, tax advice, accounting advice, or risk management advice;

i. you are solely responsible for deciding whether any transaction, RFQ, order, quote, position, hedge, strategy, liquidation, settlement, or other interaction is appropriate for you;

j. you are solely responsible for complying with all Applicable Laws relating to your use of the Application and Derive Protocol;

k. we have no obligation to inform you of any potential liabilities or violations of Applicable Law that may arise in connection with your access to or use of the Application or Derive Protocol;

l. the Application may not always be accurate, complete, current, continuous, or error-free and may include technical inaccuracies, pricing inaccuracies, typographical errors, delayed information, stale information, incomplete information, or incorrect information;

m. information provided through the Application is for informational purposes only and should not be treated as professional advice;

n. transactions, RFQs, quotes, fills, marks, settlement values, liquidation values, margin values, oracle values, index values, and other data may be subject to review or adjustment under these Terms or the Trading Rules;

o. you have no right or expectation that all accounts, subaccounts, users, liquidity providers, market makers, or market participants will be subject to identical margin, liquidation, auction, execution, routing, pricing, risk, RFQ, API, fee, rebate, or market integrity treatment;

p. differentiated treatment may occur because of smart contract design, governance decisions, risk framework, market integrity process, technical constraints, operational parameters, liquidity needs, market maker programmes, affiliate liquidity provision, unaffiliated liquidity provision, or other legitimate reasons;

q. differentiated treatment may result in certain accounts or subaccounts being liquidated earlier, later, or differently than others, and may affect the size, timing, sequencing, pricing, or outcome of any liquidation, auction, settlement, insurance fund usage, security module usage, clawback, socialised loss, or other risk management process; and

r. any risk control, market maker protection tool, price band, RFQ control, API control, margin control, liquidation control, oracle control, market integrity control, or other protection may be unavailable, disabled, delayed, incorrectly configured, fail to trigger, or fail to prevent loss;

s. no risk control, market maker protection tool, price band, RFQ control, API control, margin control, liquidation control, oracle control, market integrity control, or other protection is a guarantee that erroneous, unintended, excessive, loss-making, or disorderly transactions will be prevented, cancelled, adjusted, or reversed; and

t. your use of the Application and any interaction with the Derive Protocol is at your own risk.

3.3 Crypto asset and derivatives risk

You acknowledge, understand, and agree that:

a. crypto assets, blockchain infrastructure, smart contracts, options, perpetuals, derivatives, leveraged instruments, structured transactions, RFQs, margin systems, liquidation systems, settlement systems, oracle systems, and underlying technologies including cryptography are experimental, volatile, and risky, and you agree that we are not responsible for any losses or damages associated with these inherent risks;

b. your use of the Application and interactions with the Derive Protocol, including entering into crypto asset options and derivatives, may carry significant financial risk, and you may lose all crypto assets, collateral, margin, premiums, fees, settlement proceeds, or other value associated with your wallet, account, subaccount, positions, or transactions;

c. losses may occur because of market movement, volatility, liquidity, slippage, margin calls, liquidation, partial liquidation, auction, insolvency, insurance fund depletion, socialised loss, clawback, oracle error, oracle manipulation, index error, settlement error, smart contract issue, governance action, security incident, chain reorganisation, network congestion, bridge issue, user error, market maker error, API error, bot error, pricing error, or any other cause;

d. no market, quote, RFQ response, orderbook, mark, oracle, index, settlement value, or price source is guaranteed to be accurate, continuous, available, executable, or appropriate in all market conditions;

e. near-expiry instruments may be especially volatile and sensitive to mark prices, settlement prices, implied volatility, theoretical value, liquidity, put-call parity, and oracle movements; and

f. you are responsible for monitoring your positions, margin, collateral, liquidation risk, settlement risk, expiry risk, and account health at all times.

3.4 Affiliate and unaffiliated liquidity provider disclosures

3.4.1 You acknowledge that one or more of our affiliates, including Derive Liquidity Co. Limited or any successor or affiliated proprietary trading entity, each an Affiliate Liquidity Provider, may from time to time trade digital assets or derivatives for its own account, provide liquidity, act as principal counterparty in RFQ, block, OTC or other principal transactions, and hedge positions on or off the Derive Protocol or the Application.

3.4.2 You also acknowledge that unaffiliated third-party liquidity providers, market makers, RFQ participants, counterparties, API users, and other users may trade through or in connection with the Application or Derive Protocol.

3.4.3 You acknowledge that:

a. you may face an Affiliate Liquidity Provider or unaffiliated market maker acting as principal and not as your agent, broker, fiduciary or adviser;

b. an Affiliate Liquidity Provider or unaffiliated market maker may trade the same assets or instruments as you, including in the same market and at the same time as you;

c. an Affiliate Liquidity Provider or unaffiliated market maker may enter into transactions that are opposite to, or economically inconsistent with, your positions;

d. an Affiliate Liquidity Provider or unaffiliated market maker may hedge, reduce, increase, or otherwise manage its exposure on the Derive Protocol, on third-party venues, or through bilateral transactions;

e. an Affiliate Liquidity Provider or unaffiliated market maker may profit when you incur losses and may incur losses when you make profits;

f. neither we nor any Affiliate Liquidity Provider or unaffiliated market maker is under any obligation to disclose positions, strategies, inventory, hedging decisions, risk limits, pricing models, quote engines, or profit and loss to you; and

g. no Affiliate Liquidity Provider or unaffiliated market maker owes you any fiduciary duty, best execution duty, advisory duty, or duty to disclose its pricing model, hedging activity, inventory, strategy, risk limits, or profit and loss.

3.4.4 Bona fide proprietary trading, hedging, RFQ activity, block trading, principal trading, or liquidity provision by an Affiliate Liquidity Provider or unaffiliated market maker in accordance with these Terms, the Trading Rules, disclosed conflicts, Applicable Law, and ordinary operation of the Application or Derive Protocol shall not, by itself, be treated as a prohibited pre-arranged or non-competitive transaction, spoofing, manipulation, or other abusive trading practice. Nothing in this section permits fraudulent, deceptive, manipulative, or otherwise unlawful conduct.

4. Your Use of the Application

4.1 Your obligations

When accessing and using the Application, you must:

a. comply with these Terms and the Trading Rules;

b. comply with all Applicable Laws in connection with using the Application and Derive Protocol;

c. only interact with the Application on your own behalf or on behalf of a company or other legal entity that has validly authorised you to interact on its behalf;

d. only deal in crypto assets which are legally obtained and belong to you or which you are authorised to use;

e. maintain the security and confidentiality of your private keys, passwords, API keys, session keys, credentials, devices, wallets, accounts, and subaccounts;

f. ensure all information that you provide to us, the Application, the Derive Protocol, or any related service provider is accurate, complete, and current;

g. comply with all reasonable obligations, limits, instructions, risk controls, technical requirements, compliance requirements, or market integrity requirements imposed by us and notified or made available to you from time to time; and

h. promptly notify us if you become aware of any actual or suspected security issue, technical issue, erroneous transaction, market integrity issue, unauthorised access, inaccurate record, or breach of these Terms or Trading Rules.

4.2 Prohibitions

When accessing and using the Application you must not:

a. breach these Terms, the Trading Rules, or any Applicable Law;

b. engage in any improper, disruptive, abusive, manipulative, deceptive, fraudulent, or disorderly trading practice, including:

i. any fraudulent act or scheme to defraud, deceive, trick, or mislead;

ii. trading ahead of another user or front-running;

iii. fraudulent trading;

iv. accommodation trading;

v. fictitious transactions;

vi. pre-arranged or non-competitive transactions;

vii. cornering or attempted cornering;

viii. violation of any transaction terms;

ix. spoofing;

x. manipulation;

xi. entering into transactions without a net change in either party's open position but with resulting profit to one party and loss to another party;

xii. wash trading;

xiii. layering;

xiv. quote stuffing;

xv. churning;

xvi. self-trading;

xvii. circular trading;

xviii. artificial volume generation;

xix. improper money passing;

xx. abuse of RFQ functionality;

xxi. submission of non-bona fide orders, RFQs, quotes, or cancellations;

xxii. any trading pattern designed or reasonably likely to create a false or misleading impression of price, liquidity, volume, open interest, market depth, demand, supply, or market activity; or

xxiii. any other activity that we reasonably consider inconsistent with fair and orderly market operation;

For the avoidance of doubt, bona fide activity by an Affiliate Liquidity Provider or unaffiliated market maker conducted in accordance with section 3.4.4 shall not by itself constitute a breach of this section 4.2(b).

c. use the Application in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from using the Application, or that could damage, disable, overburden, impair, interfere with, or compromise the functioning, integrity, security, or proper operation of the Application, the Derive Protocol, any related infrastructure, or any computer, server, network, personal device, or other information technology system of any user or third party, including through denial of service attacks or other harmful means;

d. circumvent or attempt to circumvent any filtering technique, security measure, access control, sanctions control, geolocation control, eligibility control, wallet screening control, compliance control, rate limit, market integrity control, RFQ control, API control, or other restriction implemented on or in connection with the Application;

e. use any VPN, proxy, remote desktop, relay, anonymisation service, false location information, misleading onboarding information, privacy tool, anonymisation tool or technique, or other method to circumvent or attempt to circumvent any restriction that applies to the Application;

f. use any robot, spider, crawler, scraper, or other automated means to extract data from the Application or any related service or infrastructure except as expressly permitted by us;

g. introduce any malware, virus, trojan horse, worm, logic bomb, drop-dead service, backdoor, shutdown mechanism, denial of service attack, or other harmful material or method into the Application or related infrastructure;

h. provide false, inaccurate, incomplete, or misleading information while using the Application;

i. engage in any activity that operates to defraud us, any user of the Application, any market maker, any liquidity provider, any counterparty, or any other person;

j. use or access the Application to enter into transactions involving crypto assets that are the direct or indirect proceeds of criminal or fraudulent activity, including terrorism financing, money laundering, sanctions evasion, fraud, or tax evasion;

k. make, publish, transmit, or assist any statement in connection with the Application, the Derive Protocol, any transaction, or any interaction with us that you know, or ought reasonably to know, is false, misleading, defamatory, fraudulent, deceptive, or unlawful;

l. use the Application in any way that is, in our sole opinion, libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

m. harass, abuse, threaten, or harm any person, including our employees, contractors, and service providers;

n. impersonate another user of the Application or otherwise misrepresent yourself;

o. attempt to obtain private keys, passwords, account credentials, API keys, session keys, or other security information from any other person;

p. decompile, reverse engineer, or otherwise attempt to obtain source code or underlying proprietary ideas or information relating to the Application, except to the extent expressly permitted by Applicable Law or an open source licence;

q. use any data, information, output, or content made available through the Application, including Derive Data, except as expressly permitted under these Terms, the Trading Rules, or a separate written agreement with us; or

r. use the Application in a manner that contravenes the terms of use, governance decisions, risk parameters, or operating rules associated with the Derive Protocol.

4.3 Market integrity, trade finality, Mistrades and Erroneous Transactions

4.3.1 Subject to this section 4.3 and the Trading Rules, transactions entered into through or in connection with the Application or Derive Protocol are intended to be final and binding once executed, matched, confirmed, settled, or otherwise processed in accordance with the applicable protocol, smart contract, RFQ, orderbook, settlement, liquidation, or other mechanics.

4.3.2 Notwithstanding section 4.3.1, based on available market data and objective evidence and in accordance with the procedure set out in this section 4.3, we may review, facilitate, suspend, adjust, cancel, reverse, reprice, cash-settle, force-settle, disregard, or otherwise take corrective action in respect of any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, account, subaccount, market, expiry, instrument, or related process where we reasonably determine that a Mistrade, Erroneous Transaction, market integrity issue, technical issue, operational issue, oracle issue, pricing issue, security issue, legal issue, or breach of these Terms or Trading Rules has occurred or may have occurred. Any such action may be taken through available Application functionality and, where applicable, through protocol governance, smart contract mechanics, risk parameters, governance-approved processes, or other functionality available to us. Nothing in these Terms guarantees that any corrective action will be technically, operationally, or legally possible in every circumstance.

4.3.3 A Mistrade or Erroneous Transaction means any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, or other activity that we reasonably determine, based on contemporaneous market data, theoretical value, comparable venue pricing, oracle data, or other objective evidence available at the relevant time, was executed, submitted, displayed, accepted, matched, settled, or processed as a result of an obvious, material, or abnormal error, malfunction, dislocation, or irregularity. References to Mistrade and Erroneous Transaction may be used together or separately. A Mistrade generally refers to a trading execution issue, while an Erroneous Transaction may include a broader set of transaction, settlement, oracle, margin, liquidation, protocol or Application interactions.

4.3.4 This includes any error, malfunction, dislocation, or irregularity relating to price, size, instrument, expiry, strike, direction, volatility, implied volatility, delta, theoretical value, mark price, put-call parity, oracle data, index data, reference price, settlement price, margin calculation, liquidation process, system operation, API usage, market maker quoting logic, RFQ response, orderbook state, user interface display, smart contract operation, or any other parameter relevant to the transaction or interaction.

4.3.5 We may also treat any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, or other activity as a Mistrade or Erroneous Transaction where, supported by contemporaneous market data, oracle data, comparable venue pricing, theoretical value, or other objective evidence, allowing it to stand would, in our reasonable judgment:

a. materially impair market integrity;

b. create or contribute to disorderly market conditions;

c. exploit or result from a technical, operational, pricing, oracle, index, API, user interface, smart contract, liquidation, margin, settlement, or market maker quoting failure;

d. produce a result materially inconsistent with prevailing market conditions at the relevant time;

e. result in execution at a price materially disconnected from mark prices, theoretical values, implied volatility, put-call parity, external reference prices, comparable venues, or broader market clearing levels;

f. result from or contribute to abnormal concentration, repeated execution, self-trading, circular trading, artificial volume, quote stuffing, or other activity inconsistent with orderly market operation; or

g. create a demonstrable and material risk to settlement, the insurance fund, or orderly operation of a market, where such risk is supported by identifiable market data or objective indicators available at the time of the determination.

4.3.6 In determining whether a Mistrade, Erroneous Transaction, market integrity issue, or related issue has occurred, we may consider any information we consider relevant, including market data, theoretical value, implied volatility, liquidity, comparable venues, oracle data, index data, mark prices, put-call parity, RFQ history, orderbook state, account activity, timing, concentration, trading pattern, settlement impact, margin impact, liquidation impact, whether the issue was isolated or systemic, whether the activity occurred near expiry or during abnormal market conditions, and whether the transaction resulted from a system, data, protocol, API, user interface, smart contract, market maker quoting, liquidation, settlement, or operational issue.

4.3.7 We may initiate a review on our own initiative or following notice from any user, liquidity provider, market maker, counterparty, service provider, affiliate, or other participant. A participant seeking review of a potential Mistrade or Erroneous Transaction should notify us as soon as reasonably practicable and, where possible, within 60 minutes of execution and before expiry or settlement of the affected instrument. A timely notice or internally initiated review may result in a longer formal review, settlement pause, account restriction, withdrawal restriction through the Application, market restriction, or other temporary measure while we gather information and determine appropriate treatment. Any restriction on withdrawals through the Application imposed as a temporary measure under this section will not exceed five business days from the date the restriction is applied, unless we notify the affected participant in writing of the specific grounds for extending that period, in which case any extension will be for the minimum additional period reasonably necessary in the circumstances. Any restriction on withdrawals through the Application applies only to the Application layer and does not prevent direct protocol-level interaction outside the Application, unless a separate protocol, smart contract, governance, risk, or other applicable process independently restricts that interaction. Nothing in this section 4.3.7 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.

4.3.8 We may decline to review, or may cease reviewing, any transaction where we determine that review is impracticable, untimely, disproportionate, inconsistent with market integrity, or otherwise inappropriate having regard to the circumstances.

4.3.9 While a review is ongoing, and subject to the limits set out in section 4.3.7, we may take any temporary action we reasonably consider appropriate to protect users, the Application, the Derive Protocol, market integrity, orderly settlement, or orderly market operation. This may include restricting, suspending, modifying, or disabling access to the Application or any feature of the Application, restricting withdrawals through the Application, suspending or limiting trading in any account, subaccount, market, expiry, instrument, transaction type, or settlement process, or taking any other temporary measure we reasonably consider appropriate. Any such temporary measure applies only to the extent available through Application functionality and does not constitute custody of, or a lien or charge over, any crypto assets.

4.3.10 Where reasonably practicable, and where doing so would not compromise security, legal compliance, market integrity, confidential information, or orderly operation, we will provide affected users with a general notice of the restriction or review, the general basis for it, and periodic updates while the restriction remains in place. We may withhold confidential information, proprietary risk criteria, security processes, market surveillance methods, legal advice, information relating to other users or counterparties, or information that could compromise market integrity, security, legal compliance, or orderly operation. Failure to provide any notice, update, explanation, or extension notice within a stated period does not invalidate any review, restriction, temporary measure, corrective action, voluntary resolution, 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.

4.3.11 Where the basis for a temporary restriction no longer exists, we may restore access, in whole or in part, subject to any conditions we reasonably consider appropriate.

4.3.12 Where we determine that a Mistrade or Erroneous Transaction has occurred, we may, to the maximum extent permitted by Applicable Law and to the extent technically and operationally practicable, take or facilitate any corrective action we reasonably consider appropriate through available Application functionality and, where applicable, through protocol governance, smart contract mechanics, risk parameters, governance-approved processes, or other functionality available to us. Corrective action may include cancelling, reversing, repricing, adjusting, cash-settling, force-settling, suspending, disregarding, or otherwise modifying the affected transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, account, subaccount, market, expiry, instrument, or related process.

4.3.13 Corrective action may be taken before or after settlement where we reasonably consider this necessary or appropriate to protect market integrity, users, the Application, the Derive Protocol, settlement, the insurance fund, or orderly operation of any market.

4.3.14 Where a Mistrade or potential Mistrade, Erroneous Transaction or potential Erroneous Transaction, or market integrity issue is under review, we may permit, facilitate, recognise, or require records of a voluntary resolution between affected counterparties, including a voluntary unwind, offsetting transaction, price adjustment, cash adjustment, fee rebate, release, or other commercial resolution. Any such resolution may be subject to our approval, operational requirements, technical feasibility, recordkeeping requirements, and any conditions we reasonably consider appropriate. Where corrective action 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 such action will be achievable in every circumstance.

4.3.15 Where we reasonably determine, based on available evidence gathered in accordance with this section 4.3, that a participant, including a user, liquidity provider, market maker, counterparty, affiliate, service provider, or other participant, caused or materially contributed to a Mistrade, Erroneous Transaction, market integrity issue, or related issue, we may notify that participant in writing of our determination and seek reimbursement of reasonable, documented fees, costs, losses, administrative charges, settlement payments, or other amounts arising from or relating to the issue, review, corrective action, or voluntary resolution. Any right to seek reimbursement under this section 4.3.15 is a contractual right and does not constitute a regulatory fine, penalty, sanction, or enforcement action. We will provide that participant with reasonable supporting evidence of the amounts claimed and a reasonable period of not less than 10 business days to respond before pursuing any claim.

4.3.16 Where we request reimbursement, or where any participant seeks reimbursement in connection with a Mistrade, Erroneous Transaction, market integrity issue, or related review, the relevant participant must provide reasonable supporting evidence within the period specified by us. We may reject, reduce, or condition any reimbursement or loss claim where the claimed loss is speculative, insufficiently evidenced, not reasonably attributable to the relevant issue, not reasonably mitigated, inconsistent with fair and orderly market operation, or otherwise inappropriate in the circumstances.

4.3.17 We are not required to treat similar transactions, accounts, users, liquidity providers, market makers, counterparties, markets, expiries, instruments, or circumstances identically where we reasonably determine that different treatment is appropriate having regard to relevant facts, timing, technical constraints, market conditions, risk profile, settlement status, or market integrity considerations.

4.3.18 You acknowledge and agree that any review, temporary measure, voluntary resolution, or corrective action under this section 4.3 may adversely affect your positions, balances, margin, collateral, settlement proceeds, expected profit and loss, withdrawals, or access to the Application. Where any such action is taken at the protocol level through governance, smart contract mechanics, risk parameters, or DAO-approved processes, such action is taken by or through the Derive Protocol and not solely by us. To the maximum extent permitted by Applicable Law, we will not be liable for any loss, damage, cost, claim, liability, or expense arising out of or in connection with any review, temporary measure, voluntary resolution, or corrective action taken or not taken under this section 4.3.

4.3.19 Nothing in this section 4.3 requires us to identify, review, correct, cancel, reverse, reprice, adjust, cash-settle, force-settle, suspend, or otherwise modify any transaction or interaction. Any decision to take or not take action under this section 4.3 is at our reasonable discretion.

4.3.20 Nothing in this section 4.3 limits any other rights or remedies available to us under these Terms, the Trading Rules, Applicable Law, the Application, the Derive Protocol, governance, smart contract functionality, or otherwise.

4. Your Use of the Application

4.1 Your obligations

When accessing and using the Application, you must:

a. comply with these Terms and the Trading Rules;

b. comply with all Applicable Laws in connection with using the Application and Derive Protocol;

c. only interact with the Application on your own behalf or on behalf of a company or other legal entity that has validly authorised you to interact on its behalf;

d. only deal in crypto assets which are legally obtained and belong to you or which you are authorised to use;

e. maintain the security and confidentiality of your private keys, passwords, API keys, session keys, credentials, devices, wallets, accounts, and subaccounts;

f. ensure all information that you provide to us, the Application, the Derive Protocol, or any related service provider is accurate, complete, and current;

g. comply with all reasonable obligations, limits, instructions, risk controls, technical requirements, compliance requirements, or market integrity requirements imposed by us and notified or made available to you from time to time; and

h. promptly notify us if you become aware of any actual or suspected security issue, technical issue, erroneous transaction, market integrity issue, unauthorised access, inaccurate record, or breach of these Terms or Trading Rules.

4.2 Prohibitions

When accessing and using the Application you must not:

a. breach these Terms, the Trading Rules, or any Applicable Law;

b. engage in any improper, disruptive, abusive, manipulative, deceptive, fraudulent, or disorderly trading practice, including:

i. any fraudulent act or scheme to defraud, deceive, trick, or mislead;

ii. trading ahead of another user or front-running;

iii. fraudulent trading;

iv. accommodation trading;

v. fictitious transactions;

vi. pre-arranged or non-competitive transactions;

vii. cornering or attempted cornering;

viii. violation of any transaction terms;

ix. spoofing;

x. manipulation;

xi. entering into transactions without a net change in either party's open position but with resulting profit to one party and loss to another party;

xii. wash trading;

xiii. layering;

xiv. quote stuffing;

xv. churning;

xvi. self-trading;

xvii. circular trading;

xviii. artificial volume generation;

xix. improper money passing;

xx. abuse of RFQ functionality;

xxi. submission of non-bona fide orders, RFQs, quotes, or cancellations;

xxii. any trading pattern designed or reasonably likely to create a false or misleading impression of price, liquidity, volume, open interest, market depth, demand, supply, or market activity; or

xxiii. any other activity that we reasonably consider inconsistent with fair and orderly market operation;

For the avoidance of doubt, bona fide activity by an Affiliate Liquidity Provider or unaffiliated market maker conducted in accordance with section 3.4.4 shall not by itself constitute a breach of this section 4.2(b).

c. use the Application in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from using the Application, or that could damage, disable, overburden, impair, interfere with, or compromise the functioning, integrity, security, or proper operation of the Application, the Derive Protocol, any related infrastructure, or any computer, server, network, personal device, or other information technology system of any user or third party, including through denial of service attacks or other harmful means;

d. circumvent or attempt to circumvent any filtering technique, security measure, access control, sanctions control, geolocation control, eligibility control, wallet screening control, compliance control, rate limit, market integrity control, RFQ control, API control, or other restriction implemented on or in connection with the Application;

e. use any VPN, proxy, remote desktop, relay, anonymisation service, false location information, misleading onboarding information, privacy tool, anonymisation tool or technique, or other method to circumvent or attempt to circumvent any restriction that applies to the Application;

f. use any robot, spider, crawler, scraper, or other automated means to extract data from the Application or any related service or infrastructure except as expressly permitted by us;

g. introduce any malware, virus, trojan horse, worm, logic bomb, drop-dead service, backdoor, shutdown mechanism, denial of service attack, or other harmful material or method into the Application or related infrastructure;

h. provide false, inaccurate, incomplete, or misleading information while using the Application;

i. engage in any activity that operates to defraud us, any user of the Application, any market maker, any liquidity provider, any counterparty, or any other person;

j. use or access the Application to enter into transactions involving crypto assets that are the direct or indirect proceeds of criminal or fraudulent activity, including terrorism financing, money laundering, sanctions evasion, fraud, or tax evasion;

k. make, publish, transmit, or assist any statement in connection with the Application, the Derive Protocol, any transaction, or any interaction with us that you know, or ought reasonably to know, is false, misleading, defamatory, fraudulent, deceptive, or unlawful;

l. use the Application in any way that is, in our sole opinion, libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;

m. harass, abuse, threaten, or harm any person, including our employees, contractors, and service providers;

n. impersonate another user of the Application or otherwise misrepresent yourself;

o. attempt to obtain private keys, passwords, account credentials, API keys, session keys, or other security information from any other person;

p. decompile, reverse engineer, or otherwise attempt to obtain source code or underlying proprietary ideas or information relating to the Application, except to the extent expressly permitted by Applicable Law or an open source licence;

q. use any data, information, output, or content made available through the Application, including Derive Data, except as expressly permitted under these Terms, the Trading Rules, or a separate written agreement with us; or

r. use the Application in a manner that contravenes the terms of use, governance decisions, risk parameters, or operating rules associated with the Derive Protocol.

4.3 Market integrity, trade finality, Mistrades and Erroneous Transactions

4.3.1 Subject to this section 4.3 and the Trading Rules, transactions entered into through or in connection with the Application or Derive Protocol are intended to be final and binding once executed, matched, confirmed, settled, or otherwise processed in accordance with the applicable protocol, smart contract, RFQ, orderbook, settlement, liquidation, or other mechanics.

4.3.2 Notwithstanding section 4.3.1, based on available market data and objective evidence and in accordance with the procedure set out in this section 4.3, we may review, facilitate, suspend, adjust, cancel, reverse, reprice, cash-settle, force-settle, disregard, or otherwise take corrective action in respect of any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, account, subaccount, market, expiry, instrument, or related process where we reasonably determine that a Mistrade, Erroneous Transaction, market integrity issue, technical issue, operational issue, oracle issue, pricing issue, security issue, legal issue, or breach of these Terms or Trading Rules has occurred or may have occurred. Any such action may be taken through available Application functionality and, where applicable, through protocol governance, smart contract mechanics, risk parameters, governance-approved processes, or other functionality available to us. Nothing in these Terms guarantees that any corrective action will be technically, operationally, or legally possible in every circumstance.

4.3.3 A Mistrade or Erroneous Transaction means any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, or other activity that we reasonably determine, based on contemporaneous market data, theoretical value, comparable venue pricing, oracle data, or other objective evidence available at the relevant time, was executed, submitted, displayed, accepted, matched, settled, or processed as a result of an obvious, material, or abnormal error, malfunction, dislocation, or irregularity. References to Mistrade and Erroneous Transaction may be used together or separately. A Mistrade generally refers to a trading execution issue, while an Erroneous Transaction may include a broader set of transaction, settlement, oracle, margin, liquidation, protocol or Application interactions.

4.3.4 This includes any error, malfunction, dislocation, or irregularity relating to price, size, instrument, expiry, strike, direction, volatility, implied volatility, delta, theoretical value, mark price, put-call parity, oracle data, index data, reference price, settlement price, margin calculation, liquidation process, system operation, API usage, market maker quoting logic, RFQ response, orderbook state, user interface display, smart contract operation, or any other parameter relevant to the transaction or interaction.

4.3.5 We may also treat any transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, or other activity as a Mistrade or Erroneous Transaction where, supported by contemporaneous market data, oracle data, comparable venue pricing, theoretical value, or other objective evidence, allowing it to stand would, in our reasonable judgment:

a. materially impair market integrity;

b. create or contribute to disorderly market conditions;

c. exploit or result from a technical, operational, pricing, oracle, index, API, user interface, smart contract, liquidation, margin, settlement, or market maker quoting failure;

d. produce a result materially inconsistent with prevailing market conditions at the relevant time;

e. result in execution at a price materially disconnected from mark prices, theoretical values, implied volatility, put-call parity, external reference prices, comparable venues, or broader market clearing levels;

f. result from or contribute to abnormal concentration, repeated execution, self-trading, circular trading, artificial volume, quote stuffing, or other activity inconsistent with orderly market operation; or

g. create a demonstrable and material risk to settlement, the insurance fund, or orderly operation of a market, where such risk is supported by identifiable market data or objective indicators available at the time of the determination.

4.3.6 In determining whether a Mistrade, Erroneous Transaction, market integrity issue, or related issue has occurred, we may consider any information we consider relevant, including market data, theoretical value, implied volatility, liquidity, comparable venues, oracle data, index data, mark prices, put-call parity, RFQ history, orderbook state, account activity, timing, concentration, trading pattern, settlement impact, margin impact, liquidation impact, whether the issue was isolated or systemic, whether the activity occurred near expiry or during abnormal market conditions, and whether the transaction resulted from a system, data, protocol, API, user interface, smart contract, market maker quoting, liquidation, settlement, or operational issue.

4.3.7 We may initiate a review on our own initiative or following notice from any user, liquidity provider, market maker, counterparty, service provider, affiliate, or other participant. A participant seeking review of a potential Mistrade or Erroneous Transaction should notify us as soon as reasonably practicable and, where possible, within 60 minutes of execution and before expiry or settlement of the affected instrument. A timely notice or internally initiated review may result in a longer formal review, settlement pause, account restriction, withdrawal restriction through the Application, market restriction, or other temporary measure while we gather information and determine appropriate treatment. Any restriction on withdrawals through the Application imposed as a temporary measure under this section will not exceed five business days from the date the restriction is applied, unless we notify the affected participant in writing of the specific grounds for extending that period, in which case any extension will be for the minimum additional period reasonably necessary in the circumstances. Any restriction on withdrawals through the Application applies only to the Application layer and does not prevent direct protocol-level interaction outside the Application, unless a separate protocol, smart contract, governance, risk, or other applicable process independently restricts that interaction. Nothing in this section 4.3.7 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.

4.3.8 We may decline to review, or may cease reviewing, any transaction where we determine that review is impracticable, untimely, disproportionate, inconsistent with market integrity, or otherwise inappropriate having regard to the circumstances.

4.3.9 While a review is ongoing, and subject to the limits set out in section 4.3.7, we may take any temporary action we reasonably consider appropriate to protect users, the Application, the Derive Protocol, market integrity, orderly settlement, or orderly market operation. This may include restricting, suspending, modifying, or disabling access to the Application or any feature of the Application, restricting withdrawals through the Application, suspending or limiting trading in any account, subaccount, market, expiry, instrument, transaction type, or settlement process, or taking any other temporary measure we reasonably consider appropriate. Any such temporary measure applies only to the extent available through Application functionality and does not constitute custody of, or a lien or charge over, any crypto assets.

4.3.10 Where reasonably practicable, and where doing so would not compromise security, legal compliance, market integrity, confidential information, or orderly operation, we will provide affected users with a general notice of the restriction or review, the general basis for it, and periodic updates while the restriction remains in place. We may withhold confidential information, proprietary risk criteria, security processes, market surveillance methods, legal advice, information relating to other users or counterparties, or information that could compromise market integrity, security, legal compliance, or orderly operation. Failure to provide any notice, update, explanation, or extension notice within a stated period does not invalidate any review, restriction, temporary measure, corrective action, voluntary resolution, 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.

4.3.11 Where the basis for a temporary restriction no longer exists, we may restore access, in whole or in part, subject to any conditions we reasonably consider appropriate.

4.3.12 Where we determine that a Mistrade or Erroneous Transaction has occurred, we may, to the maximum extent permitted by Applicable Law and to the extent technically and operationally practicable, take or facilitate any corrective action we reasonably consider appropriate through available Application functionality and, where applicable, through protocol governance, smart contract mechanics, risk parameters, governance-approved processes, or other functionality available to us. Corrective action may include cancelling, reversing, repricing, adjusting, cash-settling, force-settling, suspending, disregarding, or otherwise modifying the affected transaction, order, RFQ response, quote, fill, settlement, liquidation, transfer, protocol interaction, account, subaccount, market, expiry, instrument, or related process.

4.3.13 Corrective action may be taken before or after settlement where we reasonably consider this necessary or appropriate to protect market integrity, users, the Application, the Derive Protocol, settlement, the insurance fund, or orderly operation of any market.

4.3.14 Where a Mistrade or potential Mistrade, Erroneous Transaction or potential Erroneous Transaction, or market integrity issue is under review, we may permit, facilitate, recognise, or require records of a voluntary resolution between affected counterparties, including a voluntary unwind, offsetting transaction, price adjustment, cash adjustment, fee rebate, release, or other commercial resolution. Any such resolution may be subject to our approval, operational requirements, technical feasibility, recordkeeping requirements, and any conditions we reasonably consider appropriate. Where corrective action 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 such action will be achievable in every circumstance.

4.3.15 Where we reasonably determine, based on available evidence gathered in accordance with this section 4.3, that a participant, including a user, liquidity provider, market maker, counterparty, affiliate, service provider, or other participant, caused or materially contributed to a Mistrade, Erroneous Transaction, market integrity issue, or related issue, we may notify that participant in writing of our determination and seek reimbursement of reasonable, documented fees, costs, losses, administrative charges, settlement payments, or other amounts arising from or relating to the issue, review, corrective action, or voluntary resolution. Any right to seek reimbursement under this section 4.3.15 is a contractual right and does not constitute a regulatory fine, penalty, sanction, or enforcement action. We will provide that participant with reasonable supporting evidence of the amounts claimed and a reasonable period of not less than 10 business days to respond before pursuing any claim.

4.3.16 Where we request reimbursement, or where any participant seeks reimbursement in connection with a Mistrade, Erroneous Transaction, market integrity issue, or related review, the relevant participant must provide reasonable supporting evidence within the period specified by us. We may reject, reduce, or condition any reimbursement or loss claim where the claimed loss is speculative, insufficiently evidenced, not reasonably attributable to the relevant issue, not reasonably mitigated, inconsistent with fair and orderly market operation, or otherwise inappropriate in the circumstances.

4.3.17 We are not required to treat similar transactions, accounts, users, liquidity providers, market makers, counterparties, markets, expiries, instruments, or circumstances identically where we reasonably determine that different treatment is appropriate having regard to relevant facts, timing, technical constraints, market conditions, risk profile, settlement status, or market integrity considerations.

4.3.18 You acknowledge and agree that any review, temporary measure, voluntary resolution, or corrective action under this section 4.3 may adversely affect your positions, balances, margin, collateral, settlement proceeds, expected profit and loss, withdrawals, or access to the Application. Where any such action is taken at the protocol level through governance, smart contract mechanics, risk parameters, or DAO-approved processes, such action is taken by or through the Derive Protocol and not solely by us. To the maximum extent permitted by Applicable Law, we will not be liable for any loss, damage, cost, claim, liability, or expense arising out of or in connection with any review, temporary measure, voluntary resolution, or corrective action taken or not taken under this section 4.3.

4.3.19 Nothing in this section 4.3 requires us to identify, review, correct, cancel, reverse, reprice, adjust, cash-settle, force-settle, suspend, or otherwise modify any transaction or interaction. Any decision to take or not take action under this section 4.3 is at our reasonable discretion.

4.3.20 Nothing in this section 4.3 limits any other rights or remedies available to us under these Terms, the Trading Rules, Applicable Law, the Application, the Derive Protocol, governance, smart contract functionality, or otherwise.

5. Wallet

5.1 Creating or connecting a wallet

5.1.1 You may create an embedded non-custodial cryptocurrency wallet, Embedded Wallet, or connect a self-hosted wallet, Self Hosted Wallet, to access and use the Application.

5.1.2 To create an Embedded Wallet, you must sign in and create an Embedded Wallet account. You are responsible for providing accurate and complete information and you warrant that the information you provide is your own.

5.1.3 We may expose to you your Embedded Wallet private key so that you can recover your Embedded Wallet. It is your responsibility to securely store this private key.

5.1.4 The Embedded Wallet provider may rely on a multi-party computation scheme or other technical arrangement to secure a wallet. You must follow all wallet provider instructions and security requirements.

5.1.5 To transact through the Application, you may be required to unlock your Embedded Wallet, connect your Self Hosted Wallet, approve a transaction, sign a message, approve a batch, or otherwise provide instructions.

5.1.6 We will not transact your Embedded Wallet without your express instruction. When we execute or facilitate a transaction on your instruction, we may batch, sequence, route, submit, or otherwise process several actions to execute the transaction that has been instructed by you.

5.1.7 Where the Application facilitates RFQ, block, OTC, principal, settlement, liquidation, market integrity, or other transactions, settlement may occur by wallet interaction, transfer, offsetting transaction, account update, protocol interaction, smart contract function, batch, or other transaction sequencing implemented through the Application or related infrastructure, and you authorise such steps to the extent required to complete the transaction, review, correction, or process you have instructed or agreed to, or that is otherwise permitted under these Terms or Trading Rules.

5.2 Wallet disclaimers

5.2.1 You are solely responsible for any crypto assets associated with your Embedded Wallet or Self Hosted Wallet. We do not have custody or control over the contents of your Embedded Wallet or Self Hosted Wallet and have no ability to retrieve or transfer its contents except to the extent an action is expressly instructed, authorised, or signed by you through the relevant wallet process.

5.2.2 You understand and accept the risks of using self-custodial wallets and third-party wallet providers, including the risk that third-party wallet providers may no longer support your wallet.

5.2.3 If you do not back up your private key, seed phrase, password, recovery credential, shard, or other credential, you may not be able to recover your wallet or assets.

5.2.4 You must keep passwords, private keys, seed phrases, shards, recovery credentials, API keys, session keys, and access credentials confidential and secure.

5.2.5 If you lose, mishandle, or have your passwords, private keys, seed phrases, shards, recovery credentials, API keys, session keys, or access credentials stolen, or if there is unauthorised access to your wallet, account, or subaccount, you may not be able to recover associated crypto assets. We have no ability or obligation to assist you to recover such crypto assets and are not responsible for any associated loss.

5.2.6 If you connect a Self Hosted Wallet, your relationship with any third-party wallet provider is governed by the applicable terms of that provider. We have no involvement in your access to and use of a Self Hosted Wallet, except through the Application functionality you choose to use.

5. Wallet

5.1 Creating or connecting a wallet

5.1.1 You may create an embedded non-custodial cryptocurrency wallet, Embedded Wallet, or connect a self-hosted wallet, Self Hosted Wallet, to access and use the Application.

5.1.2 To create an Embedded Wallet, you must sign in and create an Embedded Wallet account. You are responsible for providing accurate and complete information and you warrant that the information you provide is your own.

5.1.3 We may expose to you your Embedded Wallet private key so that you can recover your Embedded Wallet. It is your responsibility to securely store this private key.

5.1.4 The Embedded Wallet provider may rely on a multi-party computation scheme or other technical arrangement to secure a wallet. You must follow all wallet provider instructions and security requirements.

5.1.5 To transact through the Application, you may be required to unlock your Embedded Wallet, connect your Self Hosted Wallet, approve a transaction, sign a message, approve a batch, or otherwise provide instructions.

5.1.6 We will not transact your Embedded Wallet without your express instruction. When we execute or facilitate a transaction on your instruction, we may batch, sequence, route, submit, or otherwise process several actions to execute the transaction that has been instructed by you.

5.1.7 Where the Application facilitates RFQ, block, OTC, principal, settlement, liquidation, market integrity, or other transactions, settlement may occur by wallet interaction, transfer, offsetting transaction, account update, protocol interaction, smart contract function, batch, or other transaction sequencing implemented through the Application or related infrastructure, and you authorise such steps to the extent required to complete the transaction, review, correction, or process you have instructed or agreed to, or that is otherwise permitted under these Terms or Trading Rules.

5.2 Wallet disclaimers

5.2.1 You are solely responsible for any crypto assets associated with your Embedded Wallet or Self Hosted Wallet. We do not have custody or control over the contents of your Embedded Wallet or Self Hosted Wallet and have no ability to retrieve or transfer its contents except to the extent an action is expressly instructed, authorised, or signed by you through the relevant wallet process.

5.2.2 You understand and accept the risks of using self-custodial wallets and third-party wallet providers, including the risk that third-party wallet providers may no longer support your wallet.

5.2.3 If you do not back up your private key, seed phrase, password, recovery credential, shard, or other credential, you may not be able to recover your wallet or assets.

5.2.4 You must keep passwords, private keys, seed phrases, shards, recovery credentials, API keys, session keys, and access credentials confidential and secure.

5.2.5 If you lose, mishandle, or have your passwords, private keys, seed phrases, shards, recovery credentials, API keys, session keys, or access credentials stolen, or if there is unauthorised access to your wallet, account, or subaccount, you may not be able to recover associated crypto assets. We have no ability or obligation to assist you to recover such crypto assets and are not responsible for any associated loss.

5.2.6 If you connect a Self Hosted Wallet, your relationship with any third-party wallet provider is governed by the applicable terms of that provider. We have no involvement in your access to and use of a Self Hosted Wallet, except through the Application functionality you choose to use.

6. Disclaimers

6.1 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. Except to the extent that we take or facilitate action through Application functionality, protocol governance, smart contract mechanics, risk parameters, or governance-approved processes as expressly described in these Terms and the Trading Rules, 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. We are not responsible for any activities, transactions, interactions, or decisions that you make when using your wallet or the Application.

6.2 We do not control the Derive Protocol except to the extent expressly set out in these Terms or the Trading Rules, or to the extent any action is implemented through the Application, protocol design, governance decisions, smart contract functionality, risk framework, oracle, settlement, liquidation, or related operational parameters.

6.3 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 is implemented through the Application, protocol design, smart contract functionality, risk framework, settlement process, liquidation process, governance, market integrity process, or other process permitted by these Terms or Trading Rules.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

6.8 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.

6.9 The Application, code, information, data, markets, instruments, RFQs, orderbooks, APIs, and related functionality are provided on an as is and as available basis.

6.10 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.

6.11 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.

6.12 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.

6. Disclaimers

6.1 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. Except to the extent that we take or facilitate action through Application functionality, protocol governance, smart contract mechanics, risk parameters, or governance-approved processes as expressly described in these Terms and the Trading Rules, 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. We are not responsible for any activities, transactions, interactions, or decisions that you make when using your wallet or the Application.

6.2 We do not control the Derive Protocol except to the extent expressly set out in these Terms or the Trading Rules, or to the extent any action is implemented through the Application, protocol design, governance decisions, smart contract functionality, risk framework, oracle, settlement, liquidation, or related operational parameters.

6.3 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 is implemented through the Application, protocol design, smart contract functionality, risk framework, settlement process, liquidation process, governance, market integrity process, or other process permitted by these Terms or Trading Rules.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

6.8 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.

6.9 The Application, code, information, data, markets, instruments, RFQs, orderbooks, APIs, and related functionality are provided on an as is and as available basis.

6.10 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.

6.11 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.

6.12 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.

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.

8.3 You must not, without our prior written consent:

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 our prior written consent and may require a separate data licence, API agreement, market data agreement, commercial agreement, or other written agreement.

8.7 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 and the Derive Data Usage Policy.

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.

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.

11. Disabling, Modifying, and Restricting Your Access

11.1 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.

11.2 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.

11.3 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 11.3 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.

11.4 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 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 11.4 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.

11.5 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.

11.6 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.

11. Disabling, Modifying, and Restricting Your Access

11.1 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.

11.2 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.

11.3 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 11.3 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.

11.4 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 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 11.4 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.

11.5 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.

11.6 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.

12. Indemnification and Limitation of Liability

12.1 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 12.1, 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 12.1 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.

12.2 Limitation of liability

The limitations and exclusions in this section 12.2 apply to the maximum extent permitted by Applicable Law for the benefit of each Protected Party.

12.2.1 Our liability is limited to providing you with access to the Application.

12.2.2 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.

12.2.3 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.

12.2.4 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.

12.2.5 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.

12.2.6 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.

12. Indemnification and Limitation of Liability

12.1 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 12.1, 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 12.1 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.

12.2 Limitation of liability

The limitations and exclusions in this section 12.2 apply to the maximum extent permitted by Applicable Law for the benefit of each Protected Party.

12.2.1 Our liability is limited to providing you with access to the Application.

12.2.2 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.

12.2.3 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.

12.2.4 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.

12.2.5 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.

12.2.6 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.

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.

13.3 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 appointing authority and place of arbitration shall be nominated by us as notified to you.

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.

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.

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 and corrective action), 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.

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, 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.

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