> For the complete documentation index, see [llms.txt](https://docs.deriw.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.deriw.com/resources/terms-and-conditions.md). # Terms & Conditions These Terms and Conditions (the **“Terms”**) constitute a binding agreement between you (**“you”**, **“your”**, or the **“User”**) and **DeriW Foundation Ltd**, a company incorporated under the laws of Cayman Islands with its registered office at Citrus Grove, Ground Floor 106 Goring Avenue, Suite #647, 10 Market Street Camana Bay George Town, Grand Cayman, KY1-9006, Cayman Islands (“DeriW”, “we”, “us” or “our”), governing your access to and use of the Interface and any related services offered by DeriW (collectively, the “Services”). **PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT PROVISIONS, INCLUDING A BINDING ARBITRATION CLAUSE AND CLASS-ACTION WAIVER (SECTION 18), WHICH AFFECT YOUR LEGAL RIGHTS. BY ACCESSING OR USING THE INTERFACE OR SERVICES, OR BY CLICKING TO ACCEPT THESE TERMS WHERE THAT OPTION IS MADE AVAILABLE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE INTERFACE OR THE SERVICES.** ## 1. Definitions In these Terms, capitalised terms have the meanings set out below. **"Affiliate"** means any entity that directly or indirectly controls, is controlled by, or is under common control with a person, where “control” means the ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest. **"Applicable Law"** means all laws, regulations, rules, orders, judgments, decrees, statutes, ordinances and other binding requirements of any governmental, regulatory, judicial or self-regulatory authority that apply to you, to us, to the Interface or to any of the Services, including without limitation sanctions and export-control laws, anti-money-laundering and counter-terrorism-financing laws, securities, derivatives and commodities laws, consumer-protection laws and data-protection laws. **"Digital Asset"** means a cryptographically secured digital representation of value or rights that may be transferred, stored or traded electronically using distributed ledger technology, including without limitation cryptocurrencies, stablecoins, governance tokens, utility tokens and tokenised representations of other assets. **"Interface"** means the websites, web applications, mobile applications, application programming interfaces, user interfaces, software and any other technology made available by DeriW at and any related subdomains, and any successor sites or applications. **"Protocol"** means the smart contracts, decentralised applications and underlying blockchain infrastructure that constitute the DeriW decentralised trading protocol, accessible through the Interface and otherwise. **“Restricted Jurisdiction”** means any country, state, territory or region listed in Schedule A to these Terms, and any other jurisdiction in respect of which DeriW determines (in its sole discretion) that the provision of the Services or access to the Interface is restricted, prohibited or otherwise inadvisable, including by reason of sanctions, export-controls, securities, derivatives, gaming or other regulatory considerations, or by reason of internal risk controls or product, exchange or app-store policies. **“Restricted Person”** means any person who is located in, resident in, a citizen or national of, incorporated or registered in, has a registered office or principal place of business in, or otherwise has a material nexus to a Restricted Jurisdiction; any person identified on any sanctions list maintained by the United Nations, the United States Office of Foreign Assets Control (OFAC), the United Kingdom HM Treasury, the European Union or any other sanctions authority; any person owned (50% or more, in the aggregate, directly or indirectly) or controlled by any such sanctioned person; and any person otherwise prohibited from accessing the Interface or Services under Applicable Law. **"Schedule"** means the schedules attached to and forming part of these Terms, which may be amended by us from time to time in accordance with Section 16. **"Services"** means as defined in the preamble, comprising the access provided through the Interface to the Protocol and any related products, features, tools, content or functionality made available by DeriW from time to time. **"User Content"** means any data, text, communications, materials or other content that you submit, post, transmit or otherwise make available through the Interface. **"Wallet"** means a self-custodied digital wallet, smart-contract account or other key-management solution controlled by you and used to interact with the Protocol via the Interface. ## 2. Acceptance and Eligibility ### 2.1 Acceptance By accessing or using the Interface or the Services, you represent and warrant that you have read, understood and agree to be bound by these Terms and all documents incorporated by reference, including our Privacy Policy and any Schedules. If you are accepting these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case “you” will refer to that entity. ### 2.2 Eligibility To access or use the Interface or the Services, you must: * be at least eighteen (18) years of age, or, if higher, the age of legal majority in your jurisdiction of residence; * have the legal capacity to enter into a binding agreement under Applicable Law; * not be a Restricted Person; and * comply with these Terms, all Applicable Law and any policies, rules and procedures that DeriW may publish from time to time. ### 2.3 Restricted Persons and Restricted Jurisdictions DeriW’s Services are not available to Restricted Persons. A Restricted Person includes any person who is located in, resident in, a citizen or national of, incorporated or registered in, has a registered office or principal place of business in, or otherwise has a material nexus to a Restricted Jurisdiction. DeriW may restrict access, reject orders, place accounts into close-only or withdrawal-only mode, suspend rewards, or terminate product access where required by Applicable Law, sanctions, product rules, exchange rules, app-store policies, or internal risk controls. You must not use VPNs, proxies, nominee arrangements or false information to circumvent geographic restrictions. ### 2.4 Tiered Restrictions Without limiting Section 2.3, DeriW may apply different levels of restriction to different Restricted Jurisdictions, including without limitation (a) full prohibition of access, (b) close-only mode in which existing positions may be closed but new positions may not be opened and deposits may be refused, and (c) product-level restrictions under which certain product categories (including, where applicable, Equity, FX and Commodity Perpetual Contracts) are blocked while other categories remain accessible. The current tiered classification is set out in Schedule A and may be amended by us at any time without prior notice. ### 2.5 No Circumvention You must not, and must not attempt to, circumvent any access restriction, geographic restriction, eligibility requirement or other control implemented by DeriW, including by use of a virtual private network, proxy server, anonymising tool, false declaration of residence, nationality or place of business, nominee, agent or any other artifice. Any such attempt is a material breach of these Terms and may result in immediate termination of your access, freezing of any associated positions in close-only mode, and reporting to relevant authorities where required. ## 3. The Interface and the Protocol ### 3.1 Nature of the Interface The Interface is a front-end portal that allows you to interact with the Protocol. The Interface itself does not custody Digital Assets, does not match orders and does not settle trades; settlement and execution occur on-chain, on the underlying Protocol and the relevant blockchain networks. We are not a counterparty to any transaction that you enter into through the Protocol, do not act as an exchange, broker, dealer, custodian, market-maker, clearing house or fiduciary, and do not provide any custody, asset-management or fiduciary services. ### 3.2 Self-Custody All Digital Assets used to interact with the Protocol remain under your sole custody and control through your Wallet. You are solely responsible for the security and operation of your Wallet, the safekeeping of any private keys, seed phrases, signing devices or authentication credentials, and all activity that occurs through your Wallet. We do not have access to your Wallet, your private keys or your Digital Assets, and we cannot recover lost keys, reverse transactions or recover Digital Assets lost as a result of your action or inaction or that of any third party. ### 3.3 Third-Party Wallets and Infrastructure Use of the Interface requires the use of third-party Wallets, blockchain networks, validators, oracles, bridges and other third-party infrastructure. Your relationship with any third-party provider is governed by the terms and policies of that third party. We make no representation or warranty in respect of any third-party Wallet, network or service, and we accept no responsibility or liability arising from any third-party Wallet, network or service. ### 3.4 No Investment Advice Nothing made available through the Interface or the Services constitutes investment, financial, legal, tax, accounting or other professional advice, and nothing is intended as, or should be construed as, a recommendation, solicitation or offer to buy or sell any Digital Asset or to enter into any transaction. You are solely responsible for determining whether any transaction is appropriate for you in light of your personal financial situation and objectives. You should consult qualified professional advisors before making any decision. ## 4. Access, Registration and Account Security ### 4.1 No Custodial Account The Interface does not require you to open a custodial account with DeriW. Where the Interface presents features that require identification of your Wallet (or, where applicable, off-chain identifiers), you are responsible for ensuring that the information you provide is accurate, current and complete and for keeping it up to date. ### 4.2 Verification We may, at our discretion or where required by Applicable Law, require you to provide identifying information, documentation or other verification at any time, including for the purpose of sanctions screening, anti-money-laundering compliance, jurisdictional verification or product eligibility. You agree to provide such information promptly and to confirm at our request that the information you have provided remains accurate. We may suspend or restrict your access to all or part of the Interface or the Services until such verification is complete. ### 4.3 Authorised Activity You are responsible for all activity that occurs under or through your Wallet, whether or not authorised by you. You must promptly notify us of any unauthorised access to your Wallet that involves or affects the Services. ## 5. Acceptable Use You must not, and must not permit any third party to, do any of the following: * use the Interface or the Services in any manner that violates Applicable Law, including sanctions, export-control, anti-money-laundering, counter-terrorism-financing, market-abuse, securities, derivatives, gaming or consumer-protection laws; * use the Interface or the Services if you are a Restricted Person, or to provide access to the Interface or the Services to any Restricted Person; * use any virtual private network, proxy, anonymiser, false statement or other technique to conceal or misrepresent your location, residence, citizenship or nationality, or to evade any restriction set out in these Terms; * engage in or facilitate market manipulation, including without limitation wash trading, spoofing, layering, front-running, ramping, pumping, dumping, cornering, squeezing or any other manipulative or deceptive practice; * use the Interface or the Services to engage in money laundering, terrorist financing, proliferation financing, fraud, tax evasion, sanctions evasion or any other unlawful financial activity; * interfere with, disrupt or attempt to gain unauthorised access to any aspect of the Interface, the Protocol or any related infrastructure, including by introducing viruses, worms, malicious code or other harmful material; * reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, structure or organisation of the Interface or any of its components, except to the extent such restriction is expressly prohibited by Applicable Law; * scrape, harvest, index, mirror or frame the Interface or any portion of it, or use any robot, spider or other automated means to access the Interface for any purpose, except as expressly permitted by us in writing; * use the Interface or the Services in any manner that could damage, disable, overburden or impair them or interfere with another User’s use; or * engage in any conduct that, in our reasonable opinion, exposes DeriW, any of its Affiliates, any of its Users or any third party to legal, regulatory, reputational, operational, security or financial risk. ## 6. Trading - Crypto Perpetual Contracts ### 6.1 General The Protocol enables Users to enter into perpetual contracts referencing crypto Digital Assets and other underlyings (“Perpetual Contracts”). Perpetual Contracts are derivatives instruments that do not have a fixed expiry date and use a periodic funding-rate mechanism to align the contract price with the price of the underlying. Trading Perpetual Contracts involves substantial risk, including the risk of total loss of margin and exposure to leverage. ### 6.2 Margin, Leverage and Liquidation Perpetual Contracts are traded on a margin basis. You are responsible for maintaining sufficient margin at all times. If your margin falls below the maintenance level required by the Protocol, your position may be partially or fully liquidated automatically and without notice. You acknowledge that liquidation may occur at a price materially worse than the last quoted price, that funding payments may be substantial, and that, in volatile market conditions, slippage, partial fills, oracle disputes, network congestion or other events may result in outcomes that differ from those displayed in the Interface. ### 6.3 Oracles, Indices and Funding The price of each Perpetual Contract is determined by reference to one or more price oracles and indices. Oracle providers, index providers and data sources may fail, be manipulated or produce inaccurate values. Funding rates may change rapidly. DeriW does not guarantee the accuracy, availability or continuity of any oracle, index or data source, and is not liable for any loss arising from oracle or data-source failure, manipulation or inaccuracy. ### 6.4 Market Risk and Volatility Crypto markets are highly volatile and operate 24 hours a day, seven days a week. Prices can move sharply and unpredictably, including outside normal market hours, in response to economic news, security incidents, governance decisions, regulatory developments and other events. You may lose more than your initial margin. You should not trade Perpetual Contracts with funds that you cannot afford to lose. ## 7. TradFi Perpetual Contracts ### 7.1 Scope In addition to crypto Perpetual Contracts under Section 6, the Protocol may make available Perpetual Contracts referencing tokenised equities, equity indices, foreign-exchange pairs, commodities and other traditional financial underlyings (“TradFi Perpetual Contracts”). For the avoidance of doubt, TradFi Perpetual Contracts include without limitation the following categories of product: (a) Equity-Linked Perpetual Contracts; (b) FX-Linked Perpetual Contracts; and (c) Commodity-Linked Perpetual Contracts. TradFi Perpetual Contracts are not securities and do not confer any ownership interest, shareholder right, dividend entitlement, voting right or other right against the issuer of any referenced underlying. For the avoidance of doubt, all such products are synthetic contracts referencing external markets and do not confer ownership rights in any underlying securities, currencies, commodities or other assets. ### 7.2 Tracking and Reference Prices TradFi Perpetual Contracts are derivative instruments designed to track the price of the underlying. Tracking is achieved through funding payments and is not exact. Reference prices may be sourced from third-party data providers, exchanges, indices or other sources, each of which may fail, be subject to delays, errors, halts or manipulation. You acknowledge that TradFi Perpetual Contract prices may deviate from underlying prices, including during periods when the underlying market is closed or illiquid, and that DeriW, its Affiliates and any third-party data providers are not liable for any such deviation. ### 7.3 Regulatory Status TradFi Perpetual Contracts may be characterised as derivatives, contracts for difference, securities-based derivatives, swaps, futures or other regulated instruments under the laws of certain jurisdictions. The provision of, or access to, such instruments may require licences, registrations or exemptions that DeriW does not hold. Accordingly, TradFi Perpetual Contracts are not available to Restricted Persons or to any person located in or with a material nexus to any jurisdiction listed in Schedule A as restricted for TradFi Perpetual Contracts, even where access to crypto Perpetual Contracts and other Services remains available. You represent and warrant on each occasion you access or use TradFi Perpetual Contracts that you are not a person to whom access to such instruments is restricted. ### 7.4 No Securities-Related Services DeriW does not act as a securities broker-dealer, investment adviser, futures commission merchant, swap dealer, exchange, alternative trading system, organised trading facility, multilateral trading facility or in any other regulated capacity with respect to securities, derivatives or commodities, and nothing in the Services constitutes the provision of securities, investment, derivatives or commodities services. You acknowledge that the holding or trading of TradFi Perpetual Contracts may have tax, regulatory and other consequences for you, that those consequences are your sole responsibility, and that we make no representation as to the regulatory or tax treatment of any such instrument in any jurisdiction. ### 7.5 Corporate Actions and Adjustments Where any underlying referenced by a TradFi Perpetual Contract is subject to a corporate action (including without limitation cash dividends, stock splits, reverse splits, bonus issues, rights issues, spin-offs, mergers, acquisitions, ticker changes, halts, suspensions, delistings, or any other event affecting the price, identity, supply or capital structure of the underlying), DeriW reserves the right, in its sole discretion and without prior notice, to: (a) suspend trading in the relevant TradFi Perpetual Contract, or place it into close-only mode, for any period before, during or after the corporate action; (b) adjust the contract specifications, reference price, mark price, funding rate, position sizes, margin requirements, account balances and any other parameter of the relevant TradFi Perpetual Contract to reflect the corporate action and to maintain consistency with the underlying market and to prevent arbitrage; (c) where any corporate-action data is later revised, restated, corrected or withdrawn by official sources or third-party data providers, correct the application of such data, recompute the impact of the corporate action retrospectively, and reverse, recompute or restate any trade, position, profit-and-loss outcome or account adjustment that was affected by erroneous data; and (d) take any other action that DeriW considers reasonably necessary to address the corporate action or to correct any error arising from corporate-action data. You acknowledge and agree that corporate-action data may be subject to error, delay, revision or restatement, that DeriW, its Affiliates and any third-party data providers are not liable for any loss, slippage, liquidation, opportunity cost or other adverse outcome arising from any such error, delay, revision or restatement, and that you will cooperate with any reasonable measures taken by DeriW under this Section 7.5. ## 8. Vaults and Liquidity Provision ### 8.1 Vault Products The Protocol may make available pooled-deposit products (“Vaults”) through which Users may deposit Digital Assets to provide liquidity, market-making capacity, or counterparty support to the Protocol in exchange for a share of fees, rewards or profit-and-loss attributable to the relevant Vault. The current Vault products offered by DeriW are listed in Schedule C. DeriW may add, remove, vary, suspend or terminate any Vault product at any time, and may amend Schedule C without amending the body of these Terms. The specific terms applicable to each Vault product are set out in that product’s documentation, which forms part of these Terms in respect of that product. Vault deposits are subject to the smart-contract risks, market risks, oracle risks, leverage risks and other risks set out in these Terms, and may result in partial or total loss of the deposited Digital Assets. ### 8.2 No Guarantee of Return We do not guarantee any return, yield, distribution or principal protection in respect of any Vault. Past performance is not indicative of future results. Withdrawal from a Vault may be subject to delays, lock-up periods, pro rata limits, fees or other conditions described in the Vault’s documentation, which forms part of these Terms in respect of that Vault. ## 9. The $DER Token ### 9.1 Nature If a token is or has been issued in connection with the Protocol (the “$DER Token”, a governance and utility token), the $DER Token is intended to function as a utility and/or governance token within the Protocol. The $DER Token does not represent any ownership interest, equity, share, partnership interest, debt instrument, security, deposit, savings product, fund or other regulated financial instrument; does not entitle the holder to any dividend, interest, distribution or return; does not confer any right in respect of DeriW’s revenues, profits or assets; and does not provide any expectation of profit derived from the entrepreneurial or managerial efforts of DeriW, its Affiliates or any other party. For the avoidance of doubt, ownership of the $DER Token does not constitute ownership of, equity in, partnership interest in, or any claim against, DeriW Foundation Ltd, its Affiliates or any of their respective assets. ### 9.2 No Offer or Sale Nothing in these Terms or on the Interface constitutes an offer or sale of the $DER Token in any jurisdiction in which such offer or sale would require registration, licensing, prospectus, disclosure or other regulatory approval that has not been obtained. Where any $DER Token is distributed (whether by airdrop, mining, reward, sale or otherwise), such distribution is subject to additional terms made available at the time of distribution. ## 10. Fees and Taxes ### 10.1 Fees The Protocol and the Interface may charge fees in connection with transactions, including trading fees, funding payments, withdrawal fees, settlement fees and other fees. The applicable fees are as set out in the Interface and may be amended by us at any time without prior notice. Blockchain network fees (where applicable) are payable by you to the relevant network and are not retained by DeriW. ### 10.2 Taxes You are solely responsible for determining what taxes (including income, capital gains, value-added, withholding and similar taxes) apply to your activity on the Protocol and through the Interface, for filing all required tax returns and for paying all taxes to the relevant authorities. DeriW does not provide tax advice and is not responsible for any tax consequences of your activity. Where required by Applicable Law, we may withhold or report information to tax authorities. ## 11. Risk Disclosure You acknowledge and agree that your use of the Interface, the Protocol and the Services is at your own risk. Without limiting any other provision of these Terms, you acknowledge that material risks include those set out in Schedule B and the following: * Volatility: prices of Digital Assets and other underlyings can move sharply and rapidly; entire positions can be lost in seconds. * Leverage: trading Perpetual Contracts with leverage magnifies both gains and losses; you can lose more than your initial margin. * Liquidation: positions may be liquidated automatically without notice; partial or total loss of margin may result. * Smart-contract risk: smart contracts may contain bugs, may be exploited, may be paused, upgraded or governed in ways that adversely affect you, and may be subject to oracle failure, MEV, sandwich attacks and other on-chain attack vectors. * Network risk: blockchain networks may experience congestion, downtime, forks, reorganisations and other events that delay or prevent settlement of transactions. * Oracle and data risk: prices and other inputs depend on third-party oracles and data sources, which may fail, be delayed or be manipulated. * Cyber-security risk: your Wallet, devices, networks and credentials may be compromised by third parties, resulting in irreversible loss of Digital Assets. * Regulatory risk: the legal and regulatory treatment of Digital Assets and decentralised finance is uncertain and rapidly evolving; future regulation may adversely affect your ability to access the Services or the value of Digital Assets. * Counterparty and third-party risk: third-party Wallets, bridges, custodians, stablecoin issuers and infrastructure providers may fail. ## 12. Intellectual Property ### 12.1 Ownership As between you and DeriW, DeriW and its licensors own all right, title and interest in and to the Interface, including all software, designs, text, graphics, logos, audio, video, data, databases, documentation and other content made available through the Interface (the “DeriW Materials”), and all related intellectual property rights. All rights not expressly granted in these Terms are reserved. ### 12.2 Limited Licence Subject to your compliance with these Terms, DeriW grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Interface solely for your own non-commercial use of the Services and the Protocol. You must not (i) sell, sublicense, distribute or otherwise commercially exploit the DeriW Materials; (ii) modify, adapt or create derivative works of the DeriW Materials; or (iii) remove or alter any proprietary notices. ### 12.3 Feedback If you provide any feedback, suggestions or ideas in connection with the Interface or the Services (“Feedback”), you grant DeriW a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify and exploit the Feedback for any purpose without compensation or attribution to you. ## 13. User Content ### 13.1 Licence You retain all rights in any User Content you submit through the Interface. You grant DeriW a non-exclusive, worldwide, royalty-free, sublicensable and transferable licence to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly perform and display the User Content in connection with operating, providing and improving the Interface and the Services. ### 13.2 Representations You represent and warrant that you have all rights, licences, consents and permissions necessary to grant the licence in Section 13.1 and that your User Content does not infringe any third-party right, violate Applicable Law or breach these Terms. ## 14. Privacy and Data Your use of the Interface is subject to our Privacy Policy and our Cookie Policy, each of which forms part of these Terms. You acknowledge that, due to the nature of blockchain technology, certain on-chain activity associated with your Wallet may be publicly visible, immutable and beyond DeriW’s control. ## 15. Disclaimers ### 15.1 “As Is” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INTERFACE, THE SERVICES AND THE DERIW MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR FREEDOM FROM HARMFUL CODE. ### 15.2 No Guarantees WITHOUT LIMITING THE FOREGOING, DERIW MAKES NO REPRESENTATION OR WARRANTY THAT THE INTERFACE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT ACCESS WILL BE TIMELY, UNINTERRUPTED OR SECURE; THAT ANY ORACLE, INDEX OR DATA SOURCE WILL BE ACCURATE OR AVAILABLE; THAT ANY TRANSACTION WILL BE EXECUTED, SETTLED OR LIQUIDATED AT ANY PARTICULAR PRICE OR TIME; OR THAT ANY DIGITAL ASSET WILL BE OR REMAIN LISTED, SUPPORTED OR TRANSFERABLE. ## 16. Limitation of Liability ### 16.1 Exclusion of Indirect Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DERIW, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE INTERFACE, THE PROTOCOL OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ### 16.2 Cap TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF DERIW AND ITS AFFILIATES IN RESPECT OF ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE INTERFACE OR THE SERVICES IS LIMITED TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID BY YOU TO DERIW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND (B) USD 100 ### 16.3 Allocation of Risk THE LIMITATIONS IN THIS SECTION 16 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN YOU AND DERIW AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ## 17. Indemnification To the maximum extent permitted by Applicable Law, you will defend, indemnify and hold harmless DeriW, its Affiliates and their respective officers, directors, employees, agents and licensors from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with (i) your access to or use of the Interface, the Protocol or the Services; (ii) your breach of these Terms; (iii) your violation of any Applicable Law or third-party right; or (iv) any User Content you submit. We may, at our election and at your expense, assume the exclusive defence and control of any matter for which you are required to indemnify us, and you will cooperate fully with our defence. ## 18. Governing Law and Dispute Resolution ### 18.1 Governing Law These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by, and construed in accordance with, the laws of England and Wales, without regard to its conflict-of-laws rules. ### 18.2 Arbitration Any dispute, controversy or claim arising out of or in connection with these Terms, the Interface, the Protocol or the Services, including any question regarding their existence, validity, breach or termination, will be referred to and finally resolved by arbitration administered by the London Court of International Arbitration (LCIA) in accordance with the LCIA Arbitration Rules in force at the time of commencement of the arbitration, which rules are deemed incorporated by reference into this Section. The seat of arbitration will be London, England. The number of arbitrators will be one. The language of the arbitration will be English. ### 18.3 Class-Action Waiver YOU AND DERIW EACH AGREE THAT ANY DISPUTE-RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. ### 18.4 Equitable Relief Nothing in this Section 18 prevents either party from applying to a court of competent jurisdiction for interim, injunctive or equitable relief in support of, or pending the outcome of, an arbitration. ### 18.5 Time Limit Any claim you may have arising out of or in connection with these Terms or the Services must be brought within one (1) year after the cause of action arises. Otherwise, the claim is permanently barred. ## 19. General ### 19.1 Amendments We may amend these Terms (including the Schedules) at any time by posting the amended version on the Interface. Amendments take effect immediately on posting unless a later effective date is specified. Your continued access to or use of the Interface or the Services after an amendment takes effect constitutes acceptance of the amended Terms. If you do not agree to an amendment, you must cease all access to and use of the Interface and the Services. ### 19.2 Termination and Suspension We may suspend, restrict or terminate your access to the Interface or any of the Services at any time, with or without cause, with or without notice, including by placing your access into close-only mode or by blocking transactions originating from your Wallet. Sections 1, 5, 11, 12, 15, 16, 17, 18 and 19 (and any other provision which by its nature is intended to survive) will survive termination. ### 19.3 Assignment You may not assign, novate or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign, novate or transfer our rights or obligations under these Terms at any time without your consent, provided that the assignment, novation or transfer does not materially diminish your rights. ### 19.4 Notices All notices to DeriW must be sent in writing to its registered office at Citrus Grove, Ground Floor 106 Goring Avenue, Suite #647, 10 Market Street Camana Bay George Town, Grand Cayman, KY1-9006, Cayman Islands. We may give notice to you by posting on the Interface, by email to the address you have provided (if any) or by message through the Interface. ### 19.5 Entire Agreement These Terms, together with the Schedules and any document expressly incorporated by reference, constitute the entire agreement between you and DeriW with respect to the subject matter and supersede any prior or contemporaneous understandings. ### 19.6 Severability If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect, and the invalid, illegal or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal and enforceable while preserving the parties’ original intent. ### 19.7 No Waiver No failure or delay by DeriW in exercising any right or remedy under these Terms operates as a waiver, and no single or partial exercise prevents any further exercise. ### 19.8 Third-Party Rights A person who is not a party to these Terms has no right to enforce any term, except that the Affiliates and personnel of DeriW may enforce Sections 15, 16, 17 and 18 as third-party beneficiaries. ### 19.9 Force Majeure We will not be liable for any delay or failure to perform under these Terms to the extent caused by any event beyond our reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, sanctions, pandemic, network or blockchain congestion or failure, oracle failure, third-party infrastructure failure, cyber-attack, regulatory order or change in Applicable Law. ### 19.10 Language These Terms are made in English. Any translation is provided for convenience only and, in the event of inconsistency, the English version prevails. ### 19.11 Headings and Construction Headings are for convenience only and do not affect interpretation. References to “including” and “includes” are not limiting.
## Schedule A - Restricted Jurisdictions *This Schedule may be amended by DeriW at any time. The lists below reflect DeriW’s tiered restriction policy as in force on the effective date of these Terms.* ### A.1 Tier 1 - Full Restriction Access to the Interface and the Services is fully prohibited for any Restricted Person with a material nexus to any of the following jurisdictions: · Cuba · Iran · Democratic People’s Republic of Korea (North Korea) · Syria · Russian Federation · Belarus · Myanmar · Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson regions (Ukraine, occupied) · Venezuela ### A.2 Tier 2 - Close-Only Mode For Restricted Persons with a material nexus to the following jurisdictions, the Interface may be placed into close-only mode in which existing positions may be closed and Digital Assets may be withdrawn, but new positions may not be opened and deposits may be refused: · United States of America (all states and territories) · United Kingdom · Canada (all provinces and territories) ### A.3 Tier 3 - TradFi Perpetual Contract Restriction For Restricted Persons with a material nexus to the following jurisdictions, access to crypto Perpetual Contracts and other Services remains available, but TradFi Perpetual Contracts (Section 7) are not available: · European Economic Area (all member states of the European Union, plus Iceland, Norway and Liechtenstein) · Singapore · Hong Kong SAR · Australia · Japan · Republic of Korea (South Korea) · United Arab Emirates · Brazil ### A.4 Sanctioned Persons In addition to the jurisdictional restrictions above, the Services are not available to any person identified on a sanctions list maintained by the United Nations, the United States Office of Foreign Assets Control (OFAC), the United Kingdom HM Treasury, the European Union, or any other sanctions authority recognised by Applicable Law, and to any person owned (50% or more, directly or indirectly) or controlled by any such person.
## Schedule B - Additional Risk Disclosures This Schedule supplements (and does not limit) Section 11. The risks below are not exhaustive. You should not access or use the Interface or Services unless you have carefully considered and accepted all relevant risks. ### B.1 Architectural and Protocol Risks · The Protocol relies on smart contracts and third-party blockchain infrastructure. Bugs, exploits, oracle manipulations, validator failures, network forks and similar events may result in irreversible loss of Digital Assets. · DeriW and the Protocol may rely on layer-2, layer-3, sequencer, settlement-layer or cross-chain infrastructure. Failure, censorship or compromise of any such infrastructure may render the Protocol or the Services unavailable, delayed or insecure. · The Interface uses gas-abstracted or meta-transaction signing models. Bugs or exploits in the relayer or signing infrastructure may result in transaction failure, double-spend or unauthorised execution. ### B.2 Market and Counterparty Risks · Liquidity may be thin or absent for certain Perpetual Contracts, particularly during volatile periods, which may result in significant slippage, partial fills or inability to close a position. · Insurance funds, if any, may be inadequate to cover loss in periods of extreme market stress, in which case losses may be socialised across users with positive positions or other risk-sharing mechanisms applied. · Stablecoins used as collateral are issued by third parties and may de-peg, be frozen, blacklist your Wallet or fail. ### B.3 Regulatory and Tax Risks · The legal and regulatory treatment of Digital Assets, decentralised finance, Perpetual Contracts and tokenised TradFi instruments is uncertain and varies by jurisdiction. Future legislative, regulatory or judicial action may adversely affect your access, holdings or rights, retroactively or otherwise. · You are responsible for understanding and complying with all tax, reporting and other legal obligations applicable to your activity. ### B.4 Security Risks · Your Wallet, devices, internet connection and credentials may be compromised by malware, phishing, social engineering, supply-chain attacks or otherwise, resulting in irreversible loss of Digital Assets. · Third-party browser extensions and software may interfere with or intercept your interaction with the Interface.
## Schedule C. Current Vault Products This Schedule supplements Section 8 (Vaults and Liquidity Provision). The Vault products listed below are those offered by DeriW as at the effective date of these Terms. DeriW may add, remove, vary, suspend, terminate or rename any Vault product at any time, and may amend this Schedule without amending the body of these Terms. Each Vault product is governed by its own product documentation, which forms part of these Terms in respect of that product. ### C.1 PendulumAMM Liquidity Provision Users may deposit Digital Assets into the PendulumAMM liquidity pool to provide market-making liquidity for trading on the Protocol. PendulumAMM liquidity providers (LPs) receive LP tokens or equivalent interests representing their proportional share of the pool and any associated fees, rebates or rewards, and bear the associated risks of impermanent loss, smart-contract failure, oracle failure, market loss and liquidity loss. The specific operating terms, fee schedule, withdrawal mechanics and risk parameters of the PendulumAMM are set out in the PendulumAMM product documentation. ### C.2 Super Stake Vaults Users may deposit Digital Assets into Super Stake Vaults to participate in staking, restaking, yield generation or other Protocol-related strategies in exchange for a share of fees, rewards, distributions, or profit-and-loss attributable to the relevant Vault. Super Stake Vault deposits are subject to lock-up periods, withdrawal queues, slashing risk where applicable, smart-contract risk, market risk, and the other risks set out in these Terms. The specific operating terms, lock-up periods, fee schedule and risk parameters of each Super Stake Vault are set out in the relevant Super Stake Vault product documentation. ### C.3 No Guarantee, No Endorsement Nothing in this Schedule constitutes a guarantee, endorsement, recommendation, or statement of opinion in respect of any Vault product. Users should review the relevant product documentation, understand the risks, and form their own view before depositing any Digital Assets. Past performance is not indicative of future results.