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Airdrop Terms and ConditionsUpdated Jan 13 25
These airdrop terms & conditions govern the participation in and receipt of tokens (DRV) through the airdrop program organised by Lyra Technologies Corp (Derive), a company incorporated in Panama, and its associated entities (collectively, Derive, we or us). By participating in the airdrop, you agree to be bound by these airdrop terms & conditions. These airdrop terms & conditions are supplemental to, and incorporate by reference, the general terms available at https://www.derive.xyz/terms-of-use (General Terms).
Please read these airdrop terms & conditions and the General Terms carefully. By participating in the airdrop, you are agreeing to these airdrop terms & conditions and the General Terms. If you do not understand or agree to these airdrop terms & conditions and the General Terms, please do not participate in the airdrop.
You are responsible for making your own decision in respect of your participation in the airdrop and any receipt of tokens. Any participation in the airdrop is solely at your own risk and you are solely responsible for seeking appropriate professional, legal, tax, and other advice in respect of the airdrop and any receipt of the tokens prior to participating in the airdrop and prior to receiving any tokens.
By participating in the airdrop, you acknowledge and assume all risks related to your participation in the airdrop. To the maximum extent permissible by relevant law, in no event shall Derive or any entity or person associated with Derive be held liable in connection with or for any claims, losses, damages, or other liabilities, whether in contract, tort, or otherwise, arising out of or in connection with the airdrop or the receipt of any tokens.
Derive does not provide any advice (including no financial product advice) in respect of the airdrop or the tokens. Each participant participates in the airdrop at their own risk and receives tokens at their own risk.
DRV are not financial products and do not represent or confer any ownership right or stake, share, or equivalent rights, or any right to receive intellectual property rights in or relating to Derive or any entity associated with Derive. DRV are not intended to be or to represent a stock, a loan contract, a commodity, a currency, a share, an instrument creating or acknowledging indebtedness, an instrument giving entitlements to securities, a certificate representing certain securities, an option, a future or a contract for difference in any permitted jurisdiction.
The airdrop is expressly being made in permitted jurisdictions on the basis that DRV do not require that a prospectus or disclosure document be prepared or that other disclosure or registration requirements be met or where other investor safeguards or regulatory documents or licensing is required in connection with the making available of DRV by the user in the permitted jurisdictions.
1. Acceptance of terms & conditions
1.1 These terms & conditions constitute a legally binding obligation on you effective upon the earlier to occur of you communicating your acceptance to Derive or you claiming any DRV through the airdrop.1.2 You must carefully read and agree to comply with these terms & conditions before claiming and receiving any DRV through the airdrop.1.3 By claiming DRV, you are confirming to Derive that you have fully read, understood and irrevocably accept these terms & conditions. If you do not agree with these terms & conditions, you are not permitted to claim or receive DRV through the airdrop.
2. Eligibility and Participation in the Airdrop
2.1 Derive, in its sole discretion, shall determine the eligibility criteria for participation in the airdrop, including the amount of DRV to be distributed to eligible participants that satisfy certain criteria.2.2 Derive shall have no obligation to notify actual or potential airdrop participants of the eligibility criteria for any airdrop prior to, during, or after the claims are opened for such airdrop.2.3 Derive reserves the sole and absolute right to disqualify any participant or potential participant it deems ineligible for an airdrop.2.4 In addition to any other eligibility criteria determined by Derive from time to time, you represent and warrant on a continuing basis that you satisfy the eligibility criteria in the General Terms, including that you are not:
  1. a. a Restricted Person (as defined in the General Terms).
  2. b. a Sanctioned Person (as defined in the General Terms).
  3. c. acting on behalf of a Restricted Person or a Sanctioned Person (each as defined in the General Terms).
  4. d. located in Australia or the US.
  5. e. an Australian or US tax resident.
2.5 You agree and acknowledge that your participation in the airdrop and claim of DRV does not require or involve any form of purchase, payment, or tangible consideration from or to us, nor otherwise require or involve any acceptance of value by us from you.2.6 You agree and acknowledge that you:
  1. a. lawfully may receive DRV for free via the airdrop (other than gas fees or applicable taxes, if any, that may be due to third parties).
  2. b. were not promised DRV or any tokens (whether via the airdrop or otherwise).
  3. c. took no action in anticipation of, or in reliance on, receiving DRV or any tokens, the occurrence of an airdrop, or potential participation in any airdrop.
2.7 You acknowledge that you acquire DRV without any expectation of profit, dividend, capital gain, financial yield, or other return, payment, or income of any kind.2.8 The airdrop shall be conducted during a specified period, as determined by Derive in its sole discretion and announced via https://www.derive.xyz (the Airdrop Period). You must follow the instructions set forth in any airdrop announcement and such other instructions as may be provided by Derive from time to time to participate in the airdrop.2.9 You must follow the instructions set forth in any airdrop announcement and such other instructions as may be provided by Derive from time to time to participate in the airdrop.2.10 The number of DRV allocated to a participant will be determined by Derive, in its sole discretion, and such allocation may vary between participants.2.11 You agree and acknowledge that you are not entitled to receive or claim any airdrop DRV or to participate in the airdrop based on any documentation, commentary, calculators, metrics, or points systems published or otherwise made known by third parties monitoring activities on the Derive Protocol or providing third-party applications or services relating thereto (Third-Party Publications and Services). You represent that you have not engaged, and will not engage, in any activities designed to obtain airdrop DRV, including on the basis of, or in reliance on, Third-Party Publications and Services.2.12 You acknowledge that if you are unable to claim the airdrop for any reason, such as due to technical bugs, smart contract issues, gas fees, wallet incompatibilities, or loss of access to a wallet or its key, you will have no recourse or claim against Derive or any entity or person associated with Derive. In any such cases, none of Derive or any entity or person associated with Derive will bear any liability.2.13 Derive reserves the right to cancel any DRV allocated to you in connection with the airdrop at any time prior to your receipt of DRV in Derive’s sole and absolute discretion and without prior notice and without any liability or further obligation of any kind whatsoever to you or any other party, in the event that Derive finds such measures reasonable or necessary in a particular situation, including, but not limited to, change of regulatory requirements, or upon suspicion or detection that you do not primarily reside or are not domiciled in a permitted jurisdiction or are engaged in fraud or other illegal activity.
3. Your responsibilities
3.1 You agree and acknowledge that you are responsible for complying with all applicable laws of the jurisdiction in which you reside or in which you are participating in the airdrop and claiming airdrop DRV.3.2 You represent and warrant that all information provided by you during the airdrop process is true, accurate, and complete.3.3 You represent and warrant that you have full legal capacity and authority to bind and agree to the airdrop terms & conditions. If you are acting as an employee or agent of a legal entity, and you enter into these airdrop terms & conditions on behalf of the entity, you represent and warrant that you have all necessary rights and authorisations to do so.3.4 Derive may require additional information from you and you agree to provide such information as required. You agree to provide complete and accurate information in response to any such requests. You agree and acknowledge that Derive is not responsible and cannot be held liable for any losses, expenses, or delays resulting from inaccurate or incomplete information. You acknowledge and agree that such information may be shared with a screening service provider.3.5 You represent and warrant that you:
  1. a. are not:
    1. i. a Restricted Person (as defined in the General Terms).
    2. ii. a Sanctioned Person (as defined in the General Terms).
    3. iii. acting on behalf of a Restricted Person or a Sanctioned Person (each as defined in the General Terms).
    4. iv. located in Australia or the US.
    5. v. an Australian or US tax resident.
  2. b. will not use a virtual private network or similar tool to circumvent any geo-blocking or other restrictions that we have implemented in connection with the airdrop. Any such circumvention, or attempted circumvention, of our controls may permanently disqualify you from participation in the airdrop or future airdrops, as determined in our discretion.
3.6 You represent and warrant that your participation in the airdrop does not violate any applicable laws, including without limitation applicable economic and trade sanctions and export control laws and regulations, such as those administered and enforced by the EU, OFSI, OFAC, the U.S. Department of State, the U.S. Department of Commerce, the UN Security Council, DFAT and other relevant authorities.3.7 You agree and acknowledge that (a) you are solely responsible and liable for all taxes, duties and other similar costs (including gas fees) due in connection with your participation in the airdrop; and (b) you should consult a tax advisor with respect to the tax treatment of airdrop DRV in your jurisdiction.3.8 You acknowledge that participating in and claiming the DRV may require interaction with, reliance on, or an integration with third-party products or services (such as a wallet or a network or blockchain) that we do not control. In the event that you are unable to access such products, services, or integrations, or if they fail for any reason, and you are unable to participate in the airdrop or claim airdrop DRV as a result, you will have no recourse or claim against Derive or any entity or person associated with Derive.3.9 You agree that you will not transfer directly or indirectly any of your DRV to any other person or entity unless the proposed transferee has agreed to these terms & conditions.
4. Your wallet
4.1 To participate in the airdrop, you will need to connect a compatible digital wallet. Failure to provide and connect an eligible wallet may result in the forfeiture of DRV.4.2 Refer to the General Terms for terms and conditions relating to creating and connecting an eligible wallet.
5. Disclaimer of warranties
There is only one website for claiming airdrop DRV, which is https://www.derive.xyz/airdrop
5.1 Use of the website and participation in the airdrop is at the risk of the user. The website is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Derive:
  1. a.disclaims all representations and warranties, express, implied, or statutory, and with respect to the airdrop claim process (proprietary or open source),
  2. b.disclaims any representation or warranty, express, implied, or statutory, including without limitation any representations or warranties of title, non-infringement, merchantability, usage, security, suitability, or fitness for any particular purpose, or as to the workmanship or technical coding thereof, or the absence of any defects therein, whether latent or patent.
5.2 Derive does not represent or warrant that the website, code, and any related information are accurate, complete, reliable, current, or error-free.5.3 The website is provided without warranties of any kind, either express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or non- infringement.5.4 You acknowledge that no advice, information, or statement that we make should be treated as creating any warranty concerning the airdrop or the website. We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the airdrop or the website.5.5 You represent and warrant that you (a) understand the risks associated with using cryptographic and blockchain-based systems and (b) have a working knowledge of the usage, storage, and intricacies of digital assets, following an Ethereum token standard (ERC-20).5.6 You further represent that you understand that markets for digital assets are highly volatile due to various factors, including adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems, such as Ethereum, are variable and may increase or decrease dramatically at any time. You acknowledge and accept the risk that your digital assets may have no value or lose some or all of their value during the Airdrop Period, any lock-up period, or after. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent certain projects, entities, or people, and you acknowledge and accept the risk that you or others may mistakenly seek to claim or trade those or other tokens. You acknowledge that Derive is not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience, including losses while accessing or using the airdrop.5.7 You understand and agree that none, of Derive or its associated persons and entities represents, warrants or guarantees in any way that DRV might be sold or transferred, or be saleable or transferable, or there is an ability or will be a platform to exchange tokens for fiat currencies, cryptocurrencies or cryptographic tokens, during or after the airdrop.5.8 Refer to the General Terms for additional disclaimers.
6. Limitation of liability
6.1 You acknowledge and agree that none of Derive or any past, present or future entity or person associated with Derive (including any directors, officers, employees, agents, advisers, successors or permitted assignees) will be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits, including damages for loss of goodwill, use, or data or other intangible losses, whether based on contract, tort, negligence, strict liability, or otherwise, resulting from:
  1. a. your receipt of DRV or your use of DRV;
  2. b. any change in value of DRV;
  3. c. any illegal or unauthorised receipt or use of DRV;
  4. d. your participation (or inability to participate in) the airdrop;
  5. e. the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the airdrop;
  6. f. unauthorised access to or alteration of your transmissions or data;
  7. g. statements or conduct of any third party relating to the airdrop;
  8. h. interruption or cessation of function related to our interface or website;
  9. i. bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface or website;
  10. j. errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the interface or website; or
  11. k. any other matter relating to the airdrop.
7.2 Your obligations under this indemnification provision will continue even after these airdrop terms & conditions have expired or been terminated.
7. Indemnity
7.1 Without limiting any terms in the General Terms, you shall defend, indemnify, and hold harmless Derive or any past, present or future entity or person associated with Derive (including any directors, officers, employees, agents, advisers, successors or permitted assignees) (each an Indemnified Party) from and against any and all claims, actions, proceedings, investigations, demands, suits, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs, and fines or penalties imposed by any regulatory authority) arising out of or in connection with:
  1. a. any inaccurate representation or warranty made by you or breach or failure by you to comply with these terms & conditions;
  2. b. your participation in, or your conduct (or omissions) in connection with, the airdrop; and
  3. c. breach by you of any applicable law, regulation, or rights of any third party.
8. No advice and no fiduciary duties
8.1 All information provided on the website or through the airdrop, or otherwise provided by Derive, is for informational purposes only and is not and should not be construed as advice. You should not take, or refrain from taking, any action based on any information contained on the website or obtained through the airdrop. Before you make any financial, legal, tax, or other decisions with respect to the airdrop, you should seek independent, professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.8.2 These airdrop terms & conditions are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these terms & conditions.
9. Intellectual property
9.1 Except as expressly assigned in writing by Derive, all copyright and any other intellectual property of Derive, all content and other materials contained within DRV or provided in connection with DRV, are the exclusive property of Derive.9.2 You may not reproduce, distribute, modify, disassemble, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Drive intellectual property.
10. Entire agreement
These airdrop terms & conditions and the General Terms contain the entire agreement between you and Derive regarding the airdrop and supersede all prior and contemporaneous understandings between the parties regarding the airdrop.
11. Amendments
We may amend these terms & conditions from time to time in which case we will update the date at the top of this document. The updated terms & conditions will be effective as of the time of posting, or such later date as may be specified in the updated terms & conditions. Your continued access or participation in the airdrop after the modifications have become effective will be deemed your acceptance of the modified terms & conditions.
12. Severability
12.1 If any term, clause, or provision of these airdrop terms & conditions is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from the terms & conditions without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in the terms & conditions, which will otherwise remain in full force and effect.12.2 Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from the airdrop terms & conditions, but the rest of the airdrop terms & conditions will remain in full force and effect.
13. Assignment
We may assign our rights and obligations either in whole or in part under these terms & conditions. Your rights and obligations are personal to you and therefore non-assignable.
14. Force majeure
We shall not be liable for delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
15. Choice of law (governing law)
These terms & conditions will be governed by and construed in accordance with the laws of Panama.