User Terms & Conditions

Last updated: September 07, 2023

These terms (“User Terms”) are entered into between DVX Lithuania UAB, a Lithuanian registered company (“DVX”, “us”) and you, the individual or entity accessing the Platform or other Services (“User”, “you”).

Please read these User Terms carefully before accessing the Platform or any part of the Services offered by DVX. Your access to and use of the Services is conditional upon your acceptance and compliance with these User Terms.

By accessing, using, or engaging with the Platform or any part of the Services in any way, you agree to be bound by these User Terms and any documents expressly incorporated in them.

If you do not agree to these User Terms, you are not authorised to access or use the Platform or any part of the Services.

You are not permitted to access the Services if you are a Restricted Person and/or from a Restricted Territory and are responsible at all times for your compliance with Applicable Laws.

DEFINITIONS
1.1 In these User Terms, the following capitalised words and expressions have the following meanings:

“Account”	means your account(s) on the Platform, including your Trading Account(s), your Signer Account , on the Platform;
“Affiliate”	means, with respect to a Party to these User Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such Party;
“API”	means any application programming interface with the Platform enabling use of an Account and the trading of the Products;
“Applicable Laws”	means all laws, statutes and regulations and any orders, rules, policies, guidelines or requirements issued by a Competent Authority which relate to these User Terms and the Services;
“Blockchain”	means the underlying blockchain infrastructure leveraged by the Platform and the Protocol to provide the Services;
“Blockchain Address”	means the unique public key identifier associated with a Blockchain-compatible wallet and which can be used to store or receive Cryptoassets;
“Competent Authority”	means any court of competent jurisdiction, regulator, local or national agency, body, authority, department, office, public or statutory person of the government;
“Cryptoasset”	means any digital representation of a value or a right (including contractual right) which may be transferred and stored electronically, using distributed ledger technology or similar technology;
“Data Protection Laws”	means all Applicable Laws relating to the processing of personal data and privacy, including but not limited to the General Data Protection Regulation (2016/679) and any national law issued under that Regulation;
“Documentation”	means any documentation in connection with the Services produced by DVX or its Affiliates from time to time describing the Services and any User instructions for the Services;
“Fees”	has the meaning given under Clause 6.2;
“Intellectual Property Rights”	means all and any patents, utility models, rights to inventions, specifications, computer programs and software including source and object code, copyright and neighbouring and related rights, moral rights, trademarks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Liability”	means any liability whether in tort (including for negligence or breach of statutory duty), contract (including under any indemnity), misrepresentation, restitution or otherwise, and Liabilities is construed accordingly;
“Loss”	means any loss, damage, fine, penalty, cost, expense or other Liability (including legal and other professional fees), and Losses is construed accordingly;
“Oracle”	means Coinbase [here] or, at our sole discretion, another reputable oracle if Coinbase is unavailable or malfunctioning;
“Partner”	means owner and operator of the Protocol or any other partner of owner and operator of the Protocol utilising the Protocol to own and operate a Platform;
“Party”	means DVX or User as the context requires;
“Personnel”	means, with respect to a given Party, the Party’s employees, contractors, consultants, agents, subcontractors, and temporary workers;
“Platform”	means the front-end interface operated by DVX allowing Users to interact with the Protocol and located at https://platform.devol.network;
“Pre-Trade Window”	means a one-hour window before a Product is being traded;
“Privacy Notice”	means the privacy notice document available here;
“Products”	means all Cryptoasset contracts available to Trade from time to time on the Platform, which replicate derivatives such as futures, options, and perpetual swaps using our proprietary methodology to price and settle Trades on the Platform;
“Protocol”	means the decentralised DeVol protocol for Cryptoasset options with automated market making, liquidity provisioning, and more, particularly described in the Whitepaper;
“Restricted Person”	means a resident, citizen, or agent of a Restricted Territory, an entity incorporated in a Restricted Territory, a person or entity having a registered office in a Restricted Territory, or any other natural or legal person who is disallowed by any law, sanction, or decision of a Competent Authority from accessing the Services;
“Restricted Territory”	means: (a) a territory or jurisdiction that is the subject of comprehensive country-wide or region-wide economic sanctions, as imposed by Competent Authority; and (b) the territories that DVX notifies on the Platform from time to time;
“Services”	the Platform and any related services made available by DVX through the Platform;
“Signer Account”	means an account, including main account(s) and any subaccount(s), on the Blockchain created, owned and operated by you in order to pay transaction fees on the Blockchain;
“Specific Purpose”	has the meaning given under Clause 8.1;
“Trade”	means buying, selling, or exchanging of Products through the Platform and Services, including any order that has been executed on the Platform;
“Trade Window”	means a specific duration during which a Product is being traded;
“Trading Account”	means an account, including main account(s) and any subaccount(s), on the Blockchain created, owned and operated by you in order to Trade on the Platform;
“Trader(s)”	means an individual, corporation or non-natural person or entity that is registered on the Platform, consumes the Services and Trades Products;
“Third-Party Services”	has the meaning given under Clause 10.1;
“User”	means an individual, corporation or non-natural person or entity, using the Services provided through the Platform;
“User Data”	means all names, usernames, passwords, and keys relating to User or User’s Personnel required for use of the Services and any other personal data about User or User’s Personnel that DVX processes;
“User Generated Content”	has the meaning given under Clause 7.1;
“Whitepaper”	means the Protocol whitepaper located at https://docsend.com/view/8zjrc23ak4mpctmw.

1.2 In these User Terms:

1.2.1 any words following the words “include”, “includes”, “including”, or any similar words or expressions, are construed without limitation and do not limit the meaning of the words preceding them;

1.2.2 an obligation on a Party to do (or refrain from doing) any act or thing also obligates that Party to, where applicable, procure that its Personnel also do (or refrain from doing) such act or thing;

1.2.3 any and all rights granted to DVX under these User Terms may be exercised, at DVX’s sole discretion, by DVX or any of its Affiliates. For the avoidance of doubt, the exercise of such rights by DVX’s Affiliates does not extend, transfer, or impose any obligations or Liabilities on DVX’s Affiliates unless explicitly and expressly agreed to in writing by the Parties;

1.2.4 references to a statute or statutory provision are references to that statute or statutory provision as modified, re-enacted or consolidated from time to time; and

1.2.5 references to Clauses are to clauses in these User Terms (unless the context otherwise requires).

2 ELIGIBILITY

2.1 As a condition of accessing the Service, you agree, represent, and warrant the following:

2.1.1 if you are an individual:

(a) you are at least 18 years old (or of legal age to access the Services in the relevant jurisdiction, whichever is older);

(b) you can enter into a legally binding contract electronically; and

2.1.2 if you are a corporation or other non-natural person:

(a) you have the legal capacity and necessary authority to enter into these User Terms and be bound by them; and

2.1.3 in all cases:

(a) you are not a Restricted Person;

(b) you will not permit the Services to be accessed by any Restricted Person or from any Restricted Territory;

(c) you are lawfully permitted to access and use the Services under the Applicable Laws of the jurisdiction in which you reside and are located at the time of accessing the Services, and that your access and use of the Services is not prohibited by or otherwise in violation of any Applicable Law;

(d) you have not previously been suspended or removed from accessing or using the Platform or Services; and

(e) you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of any prospective investment or trading strategy using the Platform or the Services.

2.2 You will not access or use the Services at any time if doing so would contravene Clause ‎2.1.

2.3 You are required to notify DVX of any changes in the information previously provided to DVX (including as part of the onboarding process associated with the creation of your Trading Account) whenever there are such changes. DVX reserves the right to suspend or terminate the Account if information has changed and DVX has not been notified.

3 SERVICE PROVISION

3.1 DVX provides you with the Services and access to the Platform to interact with the Protocol in accordance with these User Terms.

3.2 DVX will use reasonable endeavours to maintain the availability of the Services and the Products, but does not guarantee 100% availability. Products may not be available if the Blockchain is down. As described in the Whitepaper, a specific Product may not be initialised if the Blockchain is down at the beginning of the Trade Window. Also, Users may not be able to buy or sell Products during a Trade Window if the Blockchain is down. If a User bought a Product during the Trade Window and is unable to sell it back before expiration as a result of the Blockchain being down, the Product will be settled at expiration. If the Blockchain is still down, see section 5.6 regarding delayed settlement.

3.3 DVX does not offer any additional support services in connection with the Services.

4 USE OF THE SERVICES

Please read this clause carefully as it contains our strict rules for use of the Services, failure to comply with which may result in you being unable to access the Services and/or termination of your Account.

4.1 When accessing and using the Services, you must:

4.1.1 only access, use, or interact with the Services on your own behalf, not as agent for any person or entity who is not a Party to these User Terms;

4.1.2 use such Cryptoassets as you are legally permitted to offer, which must have been legally obtained and belong to you at the time of offer;

4.1.3 comply with all Applicable Laws in connection with your use of the Platform, Protocol, and all other Services;

4.1.4 maintain the security and confidentiality of:

(a) any private keys associated with your Blockchain Address and any other wallets in your control;

(b) any wallet addresses used to access the Services; and

4.1.5 ensure at all times that any information you provide to DVX or its Affiliates is accurate, complete and current; and

4.1.6 comply with all reasonable requests, restrictions, and obligations notified to you by DVX from time to time.

4.2 When accessing and using the Platform you must not:

4.2.1 breach these User Terms, any other terms associated with the Protocol, or any Applicable Laws;

4.2.2 engage in any trading practices that could be considered improper or abusive, including but not limited to:

(a) any fraudulent act or scheme to defraud, deceive, trick or mislead;

(b) insider trading;

(d) accommodation trading or other non-competitive or pre-arranged transactions; or

(e) cornering, spoofing, or any other form of transaction manipulation.

4.2.3 use the Services in any manner that could (or seeks to) interfere with, disrupt, negatively affect, or inhibit other Users from using the Platform, or that could damage, disable, overburden, or impair the functioning of the Platform in any manner, including but not limited to the deployment of malicious code, data scraping techniques, and denial of service attacks;

4.2.4 circumvent any filtering techniques, security measures or access controls implemented on the Platform, including through the use of a virtual private network;

4.2.5 use any robot, spider, crawler, scraper or other automated means to extract data, or introduce any malware, virus, trojan horse, worm, logic bomb, drop-dead service, backdoor, shutdown mechanism or other harmful material into the Platform;

4.2.6 provide false, inaccurate or misleading information while using the Platform or engage in any activity that operates to defraud us, any User of the Platform or any other person, including impersonating another User or otherwise misrepresenting yourself, or seeking to obtain the private key, password, or other security information of another User;

4.2.7 use or access the Platform to enter into any transaction involving the transfer of Cryptoassets or funds that are the direct or indirect result or proceed of any criminal or fraudulent activity, including but not limited to terrorism financing or tax or sanction evasion;

4.2.8 use the Services 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; or

4.2.9 harass, abuse or harm another person, including our Personnel.

4.3 You are solely responsible for:

4.3.1 obtaining, providing, and maintaining any hardware or software necessary for you to access, receive and use the Services (including without limitation a Blockchain account and private wallet). DVX, its Affiliates and Partners are not liable for any Losses you suffer resulting from any failure in this regard, including for any incompatibility between the Services and any hardware or software not supplied by DVX; and

4.3.2 your use of the Services.

4.4 We may take any action we consider appropriate in response to your actual or purported breach of these User Terms or any law or regulation under any applicable law without liability to you, including but not limited to suspending or terminating your access to the Service, legal action against you, or reporting you to the relevant Competent Authorities.

5 TRADING & TRADING RESTRICTIONS

5.1 The Platform and the Product are operated in accordance with the manual, available [here], and the Whitepaper, available [here], which may be updated from time to time.

5.2 By Trading on the Protocol via the Platform, Users acknowledge and consent to all Trades being placed and settled using a proprietary methodology to price and settle Trades on the Protocol as described in [manual] [whitepaper] [risk factors].

5.3 All Trades being settled on the basis of the value of the underlying Cryptoasset as determined from the Oracle. The value provided by the Oracle is final and cannot be reversed. If the Oracle is unavailable for whatever reason, the Product will be settled at the earliest opportunity. DVX shall not be liable for any Loss related to the unavailability of the Oracle including without limitation with respect to any price determinations on settlement of a trade pursuant to clause 5.7.

5.4 The settlement method and the Oracle may be changed at any time.

5.5 Placing orders, making Trades, or otherwise engaging or dealing with the Products via the Platform or Protocol is at your own risk. Any Trade that you make, whether intended or not, is final and cannot be reversed. Subject to your rights under the Governing Law, you do not have any right to a refund in respect of any Product or for any aspect of the Service.

5.6 A Product may not be timely settled if the Blockchain is not operational or malfunctioning. The Product will be settled at the earliest opportunity after the Blockchain is operational and functioning as intended.

5.7 If any position, Trade or Product is settled pursuant to clause 5.3 and 5.6, DVX may be required, and in any case reserves the right, to determine the price of the relevant underlying Cryptoasset for settlement at its sole discretion with reasonable reference to the Oracle.

5.8 Accounts

5.8.1 You may fund your Accounts by connecting your digital wallet to each Account.

5.8.2 We reserve the right to restrict your Accounts for any violation of these User Terms.

5.8.3 You shall be solely responsible for any value in or connected to your digital wallet and/or Accounts (including Cryptoassets), and we shall not be liable for any loss of value, including Cryptoassets, resulting for theft, malfunction, hack, or breach of the Blockchain, Protocol or Platform.

5.9 We may (without being liable for any Loss arising):

5.9.1 remove or restrict your ability to place orders or make Trades on the Platform;

5.9.2 with respect to short Trades (i.e. selling Products), block funds in an amount equal to the maximum potential payment owed by the User at Product expiration.

5.10 We will deduct a fee of approximately 0.13 SOL (the Solana cryptocurrency) from your wallet to create your DeVol Trading Account on the Solana smart contract / blockchain (“Setup Fee”). We will reimburse the Setup Fee to your wallet on the expiration of 30 days from the date the Setup Fee was deducted from your wallet provided that you have completed at least one Trade from / on /using your account during the same 30 day period, otherwise you will forfeit the fee.

6. FEES

6.1 You must pay any Fees associated with Trades or any other Services you access.

6.2 Fee structures may vary between Products and Services and may include, but are not limited to, transaction fees, gas fees, and fees related to execution of options contracts.

6.3 The Fees applicable to your use of the Services will be disclosed to you via the Platform or notified to you otherwise by DVX from time to time. DVX reserves the right to modify its Fees at any time, with such changes to be communicated to you in a timely manner.

6.4 All Fees will be applied and deducted automatically by the Protocol or your Account, or in another manner notified to you. You are responsible for ensuring that you at all times have sufficient funds in your Account to cover the Fees.

6.5 Promotions, discounts, or other incentives may be available to Users via the Platform or the Protocol. These offers may be subject to additional terms and conditions, and you must comply with any such terms and conditions when participating in such promotions or using such incentives. Any such additional terms and conditions do not form part of these User Terms.

6.6 Depending on the Applicable Laws of your jurisdiction you may be required to pay taxes related to your usage of the Services. You are solely liable for any taxes related to your use of the Services, any Cryptoasset transactions, or activity involving your digital wallet. We are not liable for any taxes incurred by you under any Applicable Laws in respect of your use of the Services.

6.7 You are responsible for any third-party fees incurred in relation to the Services, including any bank fees.

7 USER GENERATED CONTENT

7.1 DVX, its Affiliates and Partners may, at its sole discretion, allow you, from time to time, to create, post, share, or otherwise make available content, including but not limited to trading strategies, analyses, comments, or other information related to the Products (“User Generated Content”).

7.2 By making available the User Generated Content, you represent and warrant that:

7.2.1 you own and/or have the necessary rights and permissions to use and share the User Generated Content;

7.2.2. the User Generated Content does not infringe upon any third-party’s Intellectual Property Rights, privacy rights, or other legal rights; and

7.2.3 the User Generated Content fully complies with all Applicable Laws and with these User Terms.

7.3 By making available the User Generated Content, you grant DVX a non-exclusive, royalty-free, transferable, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

7.4 DVX, its Affiliates and Partners are under no obligation to monitor, review, moderate, maintain the confidentiality of, or pay any compensation or consideration for the use of the User Generated Content. Notwithstanding this lack of obligation, DVX reserves the right, at its sole discretion, to remove or modify any User Generated Content that violates these User Terms or Applicable Laws or that it otherwise deems inappropriate.

7.5 DVX, its Affiliates and Partners are not responsible for the accuracy, usefulness, or safety of any User Generated Content, nor is it responsible for monitoring or enforcing any Intellectual Property Rights regarding the same.

7.6 You acknowledge and agree that you may be exposed to User Generated Content generated by other uses of the Services or other third parties that is accurate, offensive, indecent, or objectionable, and you waive any rights or remedies you have against DVX, its Affiliates and Partners with respect to such User Generated Content.

8 DATA PROTECTION & CONFIDENTIALITY

8.1 We may use User Data for the duration of these User Terms to the extent required for us to enjoy our rights and perform our obligations under these User Terms, provide the Services, and to improve our Products or Services (the “Specific Purpose”), and grant these rights to third parties to the extent reasonably required for the Specific Purpose.

8.2 If you are a non-natural person:

8.2.1 you warrant to DVX that you have all of the necessary appropriate consents and notices in place to enable lawful transfer of User Data to DVX for the Specific Purpose so that DVX may use, process, and transfer such User Data without:

(a) breaching any Applicable Law;

(b) infringing the Intellectual Property Rights or legal rights of any person; or

8.2.2 for the purposes of the relevant Data Protection Laws, DVX is an independent controller in respect of User Data to the extent that User Data is personal information as defined under such Data Protection Laws.

8.3 You acknowledge that you have read and understood the DVX Privacy Notice, available here. DVX may process personal information about you or (if you are a non-natural person) about your staff without consent. The Privacy Notice describes the lawful bases on which DVX processes personal information.

8.4 You warrant that any personal information you provide to us in connection with your use of the Services is correct and up to date.

8.5 DVX will:

8.5.1 comply with the Data Protection Laws in respect of processing personal information in connection with these User Terms; and

8.5.2 take reasonable, industry-standard steps to protect any personal information shared by you with us from unauthorised access, use, or disclosure.

8.6 You must not share with us any information which is deemed ‘special category’ or ‘sensitive’ data under the relevant Data Protection Laws.

8.7 DVX may use cookies, web beacons, or other tracking technologies to collect and store information about your use of the Service, your preferences, and other related data.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 DVX and/or its licensors own all Intellectual Property Rights in the Services, Platform, API, Documentation and all other materials and documents including but not limited to trademarks, logos, text, images, graphics, and software.

9.2 Unless otherwise provided for in these User Terms, DVX does not grant you any rights, title and/or interest in and to any of DVX or its licensors’ Intellectual Property Rights other than a limited, non-transferable, non-sublicensable right to use DVX or its licensors’ Intellectual Property Rights only to the extent necessary to access the Platform to receive the Services in accordance with these User Terms.

9.3 You must not:

9.3.1 copy, modify, reproduce, distribute, publicly display, publicly perform, create derivative works from, or otherwise use or exploit any of DVX’s Intellectual Property Rights without the express prior written consent of DVX or its licensors;

9.3.2 reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology, methodologies, ideas, information, or algorithms of the Platform or Protocol, except to the extent expressly permitted by Applicable Laws; or

9.3.3 remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on or within the Service.

9.4 You acknowledge that certain aspects of the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licences that govern any such open source components.

10 THIRD-PARTY WEBSITES, PRODUCTS & SERVICES

10.1 The Services may contain links to or integrations with third-party websites, products, or services, including but not limited to wallets, decentralised finance platforms, data providers, or other Blockchain-based applications (“Third-Party Services”).

10.2 Any Third-Party Services are provided solely as a convenience to you and do not constitute an endorsement, sponsorship, or recommendation by DVX for or of such Third-Party Services. DVX has no control over the content, quality, or reliability of Third-Party Services, and your use of or reliance on any Third-Party Services is at your own risk.

11 DVX WARRANTIES AND EXCLUSIONS

11.1 Unless otherwise provided for in these User Terms, the Services are provided to you on an “as is” basis.

11.2 DVX represents and warrants to you that:

11.2.1 it has the necessary rights, licenses, and permissions to offer the Services and access to the Platform to you in accordance with these User Terms;

11.2.2 the Services will be provided to you in compliance with the Law of the Republic of Lithuania, taking into account at all times the nascency of the technology; and

11.2.3 it has taken commercially reasonable steps to protect the security and integrity of the Services, including implementing measures designed to safeguard User Data and your funds.

11.3 DVX makes no representations or warranties that:

11.3.1 the Services, Platform, Protocol, and DVX’s servers will be error-free, uninterrupted, or available at all times;

11.3.2 the Services, Platform, Protocol, and DVX’s servers are free from harmful technologies;

11.3.3 the Services will meet your specific requirements or expectations or are fit for any general or particular purpose;

11.3.4 any information and results obtained via your use of the Services will be accurate or reliable;

11.3.5 regarding the security, confidentiality or privacy of communications and/or data transmitted over the internet by you or DVX;

11.3.6 regarding anything that is your responsibility under these User Terms; and

11.3.7 regarding the performance or reliability of the Blockchain. Your use of the Services is subject to the risks and limitations inherent to decentralised and/or nascent technology.

11.4 DVX is not responsible for any delays, delivery failures, or any other Loss resulting from the transfer of information over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

11.5 The Services, including their associated contents and Documentation, are provided for informational purposes only and should not be construed as professional advice. Users should not rely on any information provided by DVX as a substitute for professional advice, including but not limited to financial, legal, tax, or investment advice. You should consult with your own professional advisors before making any decisions related to your use of the Protocol, your investments, or your participation in any trading activities.

11.6 You warrant that you have understood and acknowledged the ‘Non-Exhaustive Risk Schedule’ appended to these User Terms.

12. LIMITATION OF LIABILITY

12.1 This Clause 12 sets out the entire Liability of DVX (including any of its Personnel) to you arising under or in connection with these User Terms, in respect of any aspect of your use of the Services, and in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these User Terms.

12.2 Subject to clause 12.3:

12.2.1 DVX is not liable for any Loss to the extent it is caused or contributed to by:

(a) errors or omissions in any information, instructions or scripts provided to DVX by you in connection with the Services;

(b) any actions taken by DVX on your instruction;

(d) any other failure by you to take a step that was required for DVX to perform its obligations under these User Terms.

12.3 Nothing in these User Terms excludes the Liability of either Party:

12.3.1 for death or personal injury caused by that Party’s negligence or the negligence of its Personnel;

12.3.2 for fraud or fraudulent misrepresentation; or

12.3.3 any other matter in respect of which Liability may not lawfully be excluded under the laws of the Republic of Lithuania.

12.4 Subject to clause 12.3:

12.4.1 DVX has no Liability for:

(a) any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data or information, or pure economic loss, irrespective of whether such loss is direct or indirect loss; or

(b) any special, indirect or consequential Loss,

however arising under these User Terms; and

12.4.2 DVX’s total Liability arising in connection with these User Terms during each calendar year does not exceed the lesser amount of: (i) Fees paid by you to DeVol during that calendar year; and (ii) US$10,000 (ten thousand).

13 TERMINATION

13.1 DVX may at any time, without prior notice or Liability to you:

13.1.1 terminate these User Terms and your access to the Services at any time and for any reason; or

13.1.2 suspend or discontinue your access to the Services, or terminate your registration or Account,

for any of the following reasons:

13.1.3 your actual or suspected breach of these User Terms or Applicable Laws;

13.1.4 you are no longer permitted to access or use the Services under Applicable Law;

13.1.5 a request by law enforcement agency or Competent Authority;

13.1.6 prolonged inactivity on your Account; or

13.1.7 due to technical or security concerns.

13.2 Upon termination, all provisions of these User Terms which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of Liability.

13.3 You may also terminate these User Terms at any time by ceasing all access and use of the Services and providing a written termination notice to DVX. Termination of these User Terms for any reason does not relieve you of any obligations that may have arisen prior to the date of termination, including but not limited to any Liability for any breach of these User Terms or obligation to pay any applicable Fees.

14 OTHER TERMS

14.1 Further assurance. Upon DVX’s reasonable request, User will execute and deliver all documents and perform all acts and things necessary to give full effect to these User Terms.

14.2 Independent contractors. You and DVX are independent contractors, and nothing in these User Terms creates a partnership, joint venture, or agency relationship between us, nor authorises either of us to act on behalf of the other or bind the other in any manner.

14.3 Entire agreement. These User Terms, along with any documents referenced in them, constitute the entire agreement between you and DVX concerning your use of the Services and replace all prior agreements or understandings related to the same.

14.4 Force majeure. DVX, its Affiliates and Partners 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 labour 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 does not affect the validity and enforceability of any remaining provisions.

14.5 Amendments. DVX may amend or modify these User Terms at any time, and your continued access and use of the Platform constitutes your acceptance of any amended terms.

14.6 Severability. If any provision or part of a provision of these User Terms is deemed invalid or unenforceable by a Competent Authority, the remaining provisions or parts of such provisions remain in full force and effect.

14.7 Cumulative rights. The rights and remedies provided in these User Terms are cumulative and do not exclude any rights and remedies provided by law or otherwise.

14.8 No waiver. DVX’s failure or delay in exercising any right, power, or remedy under these User Terms does not waive that right, power, or privilege, and any single or partial exercise of any right, power, or privilege does not preclude DVX further exercise of that right, power, or privilege or any other right, power, or privilege.

14.9 Third-party rights. These User Terms do not confer any rights to enforce any provision of these User Terms on any person or Party other than the Parties to these User Terms.

14.10 Assignment. You may not assign, transfer, or otherwise dispose of its rights or obligations under these User Terms without the prior written consent of DVX.

14.11 Governing law and jurisdiction. These User Terms are governed by and construed in accordance with the laws of the Republic of Lithuania. You and DVX irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Lithuania for any claim or matter arising in relation to these User Terms.

14.12 Marketing. By agreeing to these User Terms, you consent to receive marketing communications in connection with the Services, including feature announcements, updates, special promotions, and more. You may opt out of receiving our marketing communications by using the unsubscribe link in any marketing communications you receive from us.

Non-Exhaustive Risk Schedule

Trading of Products (and use of the Services more generally) carries inherent risks that all Traders should be aware of. You must carefully consider these risks and conduct your own due diligence before participating in any Products trading via the Services.

By accessing or using the Services, you confirm that you understand that, subject to the provisions of these User Terms, your use of the Services and Products trading is entirely at your own risk, which includes the following indicative and non-exhaustive risks:

Price volatility: Product and underlying Cryptoasset prices can experience significant and unpredictable changes, causing rapid shifts in the value of your Products. Additionally, all Products are settled in Cryptoasset base currencies and DVX makes no representation as to the value of the Cryptoasset base currency. When the Cryptoasset base currency is a stablecoin, DVX cannot guarantee that the stablecoin will maintain its peg relative to the reference value.

Market risk: The market for trading Products can undergo substantial price or liquidity fluctuations, affecting the worth of your Products.

Liquidity risk: During periods of low liquidity, you may be unable to buy or sell Products at your preferred price, which may lead to less favourable pricing.

Regulatory risk: The Services, Platform or Protocol may be subject to regulatory scrutiny, which may impact DeVol’s ability to provide the Services or access to the Platform or Protocol or the legality of trading Products using the Platform.

Operational risk: The Services rely on the Protocol and smart contracts, which are vulnerable to bugs and other operational issues. Such risks may affect the Platform’s performance and the value of your Products resulting in you being unable to recover your digital assets or funds.

Technology risk: The Services utilise emerging technology, which may be susceptible to hacking, cyberattacks, and other security vulnerabilities that have yet to be discovered. Such risks may affect your digital assets on the Protocol that may result in the loss of your digital assets or the loss of your ability to access or control your digital assets for which you may be unable to obtain any remedy or compensation. Any third Party that gains access to your private login credentials to your Account, the private key to your Blockchain Address or other wallet used to manage your assets may be able to transfer your digital assets.

Information risk: The data used to determine Product prices and/or Product settlement may be imprecise or unreliable, potentially leading to incorrect pricing and subsequent losses. The value of the underlying Cryptoasset at Product expiration (for options) is derived from the Oracle. This value may differ from that on other decentralised exchanges (DEXs) and centralised exchanges (CEXs), which could potentially impact the settlement amount.

Settlement may differ slightly from the legacy financial product being replicated: Options Products on the Platform are different from traditional options. As described in the Whitepaper, there may be discrepancy between the settlement amount and the payoff of a traditional option, which is driven by our proprietary AMM used to price and settle Trades. In some rare occasions (outlier events with a very low probability), this discrepancy could be more significant.

Liquidity Provider Terms & Conditions

Last updated: June 27, 2023

These terms (LP Terms) are entered into between DVX Lithuania UAB, a Lithuanian registered company (DVX, us) and you, the individual or entity who contributes or is entitled to contribute Cryptoassets to a Liquidity Pool via the Platform in accordance with these LP Terms (Liquidity Provider, LP, or you).

Please read these LP Terms carefully before accessing the Platform or any part of the Services offered by DVX. Your access to and use of the Services is conditional upon your acceptance and compliance with these LP Terms.

By accessing, using or engaging with the Platform or the Services as a liquidity provider, you agree to be bound by these LP Terms and any documents expressly incorporated in them.

If you do not agree to these LP Terms, you are not authorised to access or use the Platform or any part of the Services.

You are not permitted to access the Services if you are a Restricted Person and/or from a Restricted Territory and are responsible at all times for your compliance with Applicable Laws.

DEFINITIONS
1.1 In these LP Terms, the following capitalised words and expressions have the following meanings:

“Account”	means the account(s) on the Platform, including your Trading Account(s) and any subaccount(s), which are opened by us for you to record on the Platform your usage and balance of Products, Cryptoassets, transactions, asset (changes) and basic information;
“Affiliate”	means, with respect to a Party to these LP Terms, any legal entity that, directly or indirectly controls, is controlled by, or is under common control with such Party;
“API”	means any application programming interface with the Platform enabling use of an Account and the trading of the Products;
“Applicable Laws”	means all laws, statutes and regulations and any orders, rules, policies, guidelines or requirements issued by a Competent Authority which relate to these LP Terms and the Services;
“Blockchain”	means the underlying blockchain infrastructure leveraged by the Platform and the Protocol to provide the Services;
“Blockchain Address”	means the unique public key identifier associated with a Blockchain-compatible wallet and which can be used to store or receive Cryptoassets;
“Competent Authority”	means any court of competent jurisdiction, regulator, local or national agency, body, authority, department, office, public or statutory person of the government;
“Cryptoasset”	means any cryptocurrencies or other blockchain-based assets;
“Data Protection Laws”	means all Applicable Laws relating to the processing of personal data and privacy, including but not limited to the General Data Protection Regulation (2016/679) and any national law issued under that Regulation;
“Documentation”	means any documentation in connection with the Services produced by DVX or its Affiliates from time to time describing the Services and any User instructions for the Services;
“Intellectual Property Rights”	means all and any patents, utility models, rights to inventions, specifications, computer programs and software including source and object code, copyright and neighbouring and related rights, moral rights, trademarks and service marks, logos, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information including know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Liability”	means any liability whether in tort (including for negligence or breach of statutory duty), contract (including under any indemnity), misrepresentation, restitution or otherwise, and Liabilities is construed accordingly;
“Liquidity Pool”	means a decentralised, smart-contract mechanism for the aggregation of multiple Cryptoassets, the sum of which can be used to provide liquidity for Traders of the Platform to Trade the Products, with each Liquidity Pool backing a specific chain of Products for the same trading pair and duration that are scheduled to be initialised with periodic frequency and a specific initialisation schedule;
“Loss”	means any loss, damage, fine, penalty, cost, expense or other liability (including legal and other professional fees), and Losses is construed accordingly;
“LP Data”	means all names, usernames, passwords, and keys relating to LP or LP’s personnel required for use of the Services and any other personal data about LP or LP’s personnel that DVX processes;
“LP Terms”	means these terms;
“Oracle”	means Coinbase [here] or, at our sole discretion, another reputable oracle if Coinbase is unavailable or malfunctioning.
“Partner”	means owner and operator of the Protocol or any other partner of owner and operator of the Protocol utilising the Protocol to own and operate a Platform;
“Party”	means DVX or Liquidity Provider as the context requires;
“Personnel”	means, with respect to a given Party, the Party’s employees, contractors, consultants, agents, subcontractors, and temporary workers;
“Platform”	means the front-end interface operated by DVX allowing Traders and Liquidity Providers to interact with the Protocol and located https://platform.devol.network;
“Pool Token”	has the meaning given under Clause 3.2;
“Pre-Trade Window”	means a one-hour window before a Product is being traded;
“Privacy Notice”	means the privacy notice document available here;
“Products”	means all Cryptoasset contracts, available to Trade from time to time on the Platform, which replicate derivatives such as futures, options, and perpetual swaps using our proprietary methodology to price and settle Trades on the Platform;
“Protocol”	means the decentralised DeVol protocol for Cryptoasset options with AMM liquidity provisioning and more particularly described in the Whitepaper;
“Restricted Person”	means a resident, citizen, or agent of a Restricted Territory, an entity incorporated in a Restricted Territory, a person or entity having a registered office in a Restricted Territory, or any other natural or legal person who is disallowed by any law, sanction, or decision of a Competent Authority from accessing the Services;
“Restricted Territory”	means: (a) a territory or jurisdiction that is the subject of comprehensive country-wide or region-wide economic sanctions, as imposed by Competent Authority; and (b) the territories that DVX notifies on the Platform from time to time;
“Services”	means making available to you the Platform and related services made available by DVX to you as a Liquidity Provider, allowing you to contribute Cryptoassets as funds to Liquidity Pools, as more particularly described at Clause ‎3;
“Specific Purpose”	has the meaning given under Clause 8.8.11;
“Trade”	means buying, selling, or exchanging of Products through the Platform and Services. This includes any order that has been executed on the Platform;
“Trade Window”	means a specific duration during which a Product is being traded;
“Trader(s)”	means an individual, corporation or non-natural person or entity, that is not a Liquidity Provider, that is registered on the Platform, consumes the Services and Trades Products;
“User”	means an individual, corporation or non-natural person or entity, using the Services provided through the Platform;
“Third-Party Services”	has the meaning given under Clause 10.1;
“Whitepaper”	means the Protocol whitepaper located at https://docsend.com/view/8zjrc23ak4mpctmw;
“Yield”	means the earnings or losses derived from providing Cryptoassets to a Liquidity Pool.

1.2 In these LP Terms:

1.2.3 any and all rights granted to DVX under these LP Terms may be exercised, at DVX’s sole discretion, by DVX or any of its Affiliates or Partners. For the avoidance of doubt, the exercise of such rights by the DVX Affiliates does not extend, transfer, or impose any obligations or liabilities on DVX’s Affiliates unless explicitly and expressly agreed to in writing by the Parties;

1.2.4 references to a statute or statutory provision are references to that statute or statutory provision as modified, re-enacted or consolidated from time to time; and

1.2.5 references to Clauses are to clauses in these LP Terms (unless the context otherwise requires).

2 ELIGIBILITY

2.1 As a condition of accessing the Service, you agree, represent, and warrant the following:

2.1.1 If you are an individual:

(a) you are at least 18 years old (or of legal age to access the Services in the relevant jurisdiction, whichever is older);

(b) you can enter into a legally binding contract electronically; and

2.1.2 if you are a corporation or other non-natural person:

(a) you have the legal capacity and necessary authority to enter into these LP Terms and be bound by them; and

2.1.3 in all cases:

(a) you are not a Restricted Person;

(b) you will not permit the Services to be accessed by any Restricted Person or from any Restricted Territory;

(c) you are lawfully permitted to access and use the Services under the laws of the jurisdiction in which you reside and are located at the time of accessing the Services, and that your access and use of the Services is not prohibited by or otherwise in violation of any Applicable Law;

(d) you have not previously been suspended or removed from accessing or using the Platform or Services;

(e) you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of any prospective Liquidity Provider activity associated with the Services;

(f) you have the financial stability and resources to participate as a Liquidity Provider in the Protocol and that your participation and that you estimate that your participation as a Liquidity Provider will not cause you financial hardship; and

(g) you possess a sufficient level of technical competency to interact with the Protocol and access the Services more widely, including having a sophisticated understanding of blockchain technology, decentralised finance, and Blockchain smart contracts; and

2.2 You will not access or use the Services at any time if doing so would contravene Clause 2.1.

3 LIQUIDITY POOL SERVICE PROVISION

3.1 The returns associated with a given Liquidity Pool are determined by algorithmic methods determined by the Protocol over which DVX does not have full ongoing control. Such yields, as well as any yield associated with a given Liquidity Pool, is an indication of cumulative past performance since the start date for the relevant Liquidity Pool (which is the date of the first Product traded backed by the Liquidity Pool), which means that there can be no guarantee whatsoever of positive returns and losses are possible.

3.2 You may add Cryptoassets to a Liquidity Pool at any time provided such mechanism is available. The Protocol will generate a pool token as a certificate for each of such deposits (each a Pool Token).

3.3 The Pool Token must be returned by you to withdraw a deposit, adjusted for profit/loss. Pool Tokens are priced on the basis of the existing total balance in the Liquidity Pool, minus the maximum potential payment obligation of the Liquidity Pool. You understand and acknowledge that withdrawals are processed during the Pre-Trade Window and may sometimes be disallowed during a given Product’s Trade Window.

3.4 DVX will use reasonable endeavours to maintain the availability of the Services and the Products to you, but does not guarantee 100% availability. Products may not be available if the Blockchain is down. As described in the Whitepaper, a specific Product may not be initialised if the Blockchain is down at the beginning of the Trade Window. Also, Users may not be able to buy or sell Products during a Trade Window if the Blockchain is down. If a User bought a Product during the Trade Window and is unable to sell it back before expiration as a result of the Blockchain being down, the Product will be settled at expiration. If the Blockchain is still down, see section 5.9 regarding delayed settlement.

3.5 Except to the extent permitted by Applicable Laws, you have no right to access the software code (including object code, intermediate code, and source code) of the Platform or any other aspect of the Services.

3.6 You are solely responsible for:

3.6.1 obtaining, providing, and maintaining any hardware or software necessary for you to access, receive and use the Services (including without limitation a Blockchain Account and private wallet). DVX, its Affiliates and Partners will not be liable for any losses suffered by you resulting from any failure in this regard (including for any incompatibility between the Services and any hardware or software not supplied by DVX; and

3.6.2 your use of the Services.

3.7 DVX does not offer any additional support services in connection with the Services.

4 USE OF THE SERVICES

4.1 When accessing and using the Services, you must:

4.1.1 only access, use, or interact with the Services on your own behalf, not as agent for any person or entity who is not a party to these LP Terms;

4.1.2 provide to Liquidity Pools only such Cryptoassets as you are legally permitted to offer, which must have been legally obtained and belong to you at the time of offer and throughout the duration that they remain in a Liquidity Pool;

4.1.3 comply with all Applicable Laws in connection with your use of the Platform, Protocol, and all other Services;

4.1.4 maintain the security and confidentiality of:

(a) any private keys associated with your Blockchain Address and any other wallets in your control;

(b) any wallet addresses used to access the Services; and

4.1.5 ensure that you at all times comply with any terms imposed by smart contracts or other terms associated with any relevant Product or Liquidity Pool;

4.1.6 ensure at all times that any information you provide to DVX or its Affiliates is accurate, complete and current; and

4.1.7 comply with all reasonable requests, restrictions, and obligations notified to you by DVX from time to time.

4.2 When accessing and using the Platform you agree that you will not:

4.2.1 breach these LP Terms, any other terms associated with the Protocol or any Product, or any Applicable Law;

4.2.2 engage in any practices that could be considered improper or abusive, including but not limited to:

(a) any fraudulent act or scheme to defraud, deceive, trick or mislead;

(b) insider trading;

(d) accommodation trading or other non-competitive or pre-arranged transactions;

(e) cornering, spoofing, or any other form of transaction manipulation;

4.2.3 use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Liquidity Providers or Traders from using the Platform or Protocol, or that could damage, disable, overburden, or impair the functioning of the Platform or Protocol in any manner;

4.2.4 circumvent any filtering techniques, security measures or access controls implemented on the Platform, including through the use of a virtual private network;

4.2.6 provide false, inaccurate or misleading information while using the Platform or engage in any activity that operates to defraud us, any User (including other Liquidity Providers and Traders) of the Services or any other person;

4.2.7 use or access the Services to enter into any transaction involving the transfer of Cryptoassets or funds that are the direct or indirect result or proceed of any criminal or fraudulent activity, including but not limited to terrorism financing or tax evasion;

4.2.8use the Services 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;

4.2.9 harass, abuse or harm another person, including our Personnel;

4.2.10 impersonate another User (including other Liquidity Providers and Traders) of the Platform or otherwise misrepresent yourself; or

4.2.11 use the Services in a manner that:

(a) seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks;

(b) attempts, in any manner, to obtain the private key, password, account, or other security information from any other User (including other Liquidity Provider and Traders), including such information about the digital wallet; or

(c) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services, Protocol, or Platform.

4.3 Any attempt to use the Services in such a way as breaches these LP Terms or any Applicable Law will be deemed to be a material breach of these LP Terms whether or not such attempt is successful.

4.4 We reserve the right, but are not obligated, to monitor and investigate any potential violations of these LP Terms, and to take any action we deem appropriate in response to such violations, including but not limited to the suspension or termination of access to the Service, legal action, or reporting to the Competent Authorities.

4.5 You agree to provide reasonable assistance where requested by DVX or its Affiliates to aid with any investigation into unlawful or illicit conduct or behaviours relating to third-party use or abuse of the Platform or Protocol.

5 LIQUIDITY OPTION RESTRICTIONS

5.1 Placing orders, making Trades, or otherwise engaging or dealing with the Products via the Platform or Protocol is final and cannot be reversed beyond the hardcoded rules of the Protocol. Liquidity provisioning and any addition of Cryptoassets to a Liquidity Pool or withdrawal of Cryptoasset from a Liquidity Pool, whether intended or not, is final and cannot be reversed beyond the hardcoded rules of the Protocol. You do not have any right to a refund in respect of any Product or for any aspect of the Service.

5.2 We may (and without any obligation) review any Trade that we regard as being abnormal in respect of the price level expected from an orderly market, or otherwise in accordance with any procedures in our Manual, without being liable for any Loss arising from such reversal or adjustment. This may include, without limitation, where the Oracle is malfunctioning or if the Blockchain is down.

5.3 We reserve the right (without being liable for any Loss arising) to:

5.3.1 remove or restrict your ability to enter Liquidity Pools;

5.3.2 cancel Trades, orders or liquidity provisioning; and

5.3.3 partially or entirely close any or all of your Liquidity Provider positions.

5.4 You understand and acknowledge that you will provide liquidity for a minimum commitment period (Trade Window) as specified from time to time in relation to a chosen Liquidity Pool, and that you may not be able to withdraw your collateralised Cryptoassets before such period ends.

5.5 By liquidity provisioning via the Platform, Liquidity Providers acknowledge and consent to all Trades being placed and settled using a proprietary methodology to price and settle Trades on the Protocol as described in [manual] [whitepaper] [risk factors].

5.6 All Trades being settled on the basis of the value of the underlying Cryptoasset as determined from the Oracle. The value provided by the Oracle is final and cannot be reversed. If the Oracle is unavailable for whatever reason, the Product will be settled at the earliest opportunity. DVX shall not be liable for any Loss related to the unavailability of the Oracle including without limitation with respect to any price determinations on settlement of a trade pursuant to clause 5.10.

5.7 The settlement method and the Oracle may be changed at any time.

5.8 A Product may not be timely settled if the Blockchain is not operational or malfunctioning. The Product will be settled at the earliest opportunity after the Blockchain is operational and functioning as intended. DVX shall not be liable for any Loss related to the unavailability, operations or malfunctioning of the Blockchain. Delayed settlement could affect LPs ability to withdraw liquidity from a Liquidity Pool.

5.9 If any position, Trade or Product is settled pursuant to this clause 5.7 and 5.9, DVX may be required, and in any case reserves the right, to determine the price of the relevant underlying Cryptoasset for settlement at its sole discretion with reasonable reference to the Oracle.

6 YIELDS

6.1 As a Liquidity Provider, you are not required to pay fees to DVX for access to the Services. Instead, for providing Cryptoassets to a Liquidity Pool, you are entitled to earn a yield from such Liquidity Pool. You understand, acknowledge and agree that yield may be positive or negative, with a negative yield amounting to a deduction from your Cryptoassets contributed in a Liquidity Pool.

6.2 Yield is calculated automatically in accordance with the Protocol by reference to factors including but not limited to the Liquidity Pool’s aggregate volatility exposure (which itself depends on the activity of Traders), the difference between realised and implied volatility, the performance of the underlying Cryptoasset, the trading fees received by the Liquidity Pool as compensation for providing the liquidity which may change from time to time at DVX’s discretion.

6.3 You understand and agree that you may suffer financial loss from participation in a Liquidity Pool and by accessing the Services more generally.

6.4 Promotions, discounts, or other incentives may be available to Liquidity Providers including you. These offers may be subject to additional terms and conditions, and you agree to comply with any such terms and conditions when participating in such promotions or using such incentives. Any such additional terms and conditions do not form part of these LP Terms.

6.5 Depending on the Applicable Laws of your jurisdiction you may be required to pay taxes related to your usage of the Services. You agree that you are solely liable for any taxes related to your use of the Services, any Cryptoasset transactions, or activity involving your wallet. We will not be liable for any taxes incurred by you under any Applicable Laws.

7 USER GENERATED CONTENT

7.1 DVX, its Affiliates and Partners may, at its/their sole discretion, allow you, from time to time, to create, post, share, or otherwise make available content, including but not limited to trading strategies, analyses, comments, or other information related to the Products, Liquidity Pools or Pool Tokens (User Generated Content).

7.2 By making available the User Generated Content, you represent and warrant that:

7.2.1 you own and/or have the necessary rights and permissions to use and share the User Generated Content;

7.2.2 the User Generated Content does not infringe upon any third-party’s intellectual property rights, privacy rights, or other legal rights; and

7.2.3 the User Generated Content complies with all Applicable Laws and with these LP Terms.

7.3 By making available the User Generated Content, you grant DVX a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

7.4 DVX, its Affiliates and Partners are under no obligation to monitor, review, moderate, maintain the confidentiality of, or pay any compensation or consideration for the use of the User Generated Content. Notwithstanding this lack of obligation, DVX reserves the right, at its sole discretion, to remove or modify any User Generated Content that violates these LP Terms or Applicable Laws or that it otherwise deems inappropriate.

7.5 DVX, its Affiliates and Partners is not responsible for the accuracy, usefulness, or safety of any User Generated Content, nor is it responsible for monitoring or enforcing any intellectual property rights regarding the same.

7.6 You acknowledge and agree that you may be exposed to User Generated Content generated by other uses of the Services or other third parties that is accurate, offensive, indecent, or objectionable, and you hereby waive any rights or remedies you have against DVX, its Affiliates and Partners with respect to such User Generated Content.

8 DATA PROTECTION & CONFIDENTIALITY

8.1 You hereby grant to DVX the right to use the LP Data to the extent required for the performance of DVX’s obligations, the provision of the Services, exercise of DVX’s rights under these LP Terms, and to improve DVX’s existing Products or Services (the “Specific Purpose”) and grant these rights to third parties to the extent reasonably required for the Specific Purpose.

8.2 If you are a non-natural person:

8.2.1 you warrant to DVX that you have all of the necessary appropriate consents and notices in place to enable lawful transfer of LP Data to DVX for the Specific Purpose so that DVX may use, process, and transfer such LP Data without:

(a) breach of the provisions of any Applicable Law;

(b) infringing the Intellectual Property Rights or legal rights of any person or;

8.2.2 for the purposes of the relevant Data Protection Laws, DVX is an independent controller in respect of the LP Data to the extent that LP Data is personal information as defined under such Data Protection Laws.

8.3 You acknowledge that you have read and understood the DVX Privacy Notice, available here. For the avoidance of doubt, DVX may process personal information about you or (if you are a non-natural person) about your staff without consent. The Privacy Notice describes the lawful bases on which DVX processes personal information.

8.4 You warrant that any personal information you provide to us in connection with your use of the Services is correct and up to date.

8.5 DVX will:

8.5.1 comply with the Data Protection Laws in respect of processing personal information in connection with these LP Terms; and

8.5.2 take reasonable, industry-standard steps to protect any personal information shared by you with us from unauthorised access, use, or disclosure.

8.6 You must not share with us any information which is deemed ‘special category’ or ‘sensitive’ data under the relevant Data Protection Laws.

8.7 DVX may use cookies, web beacons, or other tracking technologies to collect and store information about your use of the Service, your preferences, and other related data.

9 INTELLECTUAL PROPERTY RIGHTS

9.2 Unless otherwise provided for in these LP Terms, DVX does not grant you any rights, title and/or interest in and to any of DVX or its licensors’ Intellectual Property Rights other than a limited right to use the DVX or its licensors’ Intellectual Property Rights only to the extent necessary to receive the Services in accordance with these LP Terms.

9.3 You agree not to:

9.3.2 reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying technology, methodologies, or algorithms of the Platform or Protocol, except to the extent expressly permitted by Applicable Laws; or

9.3.3 remove, alter, or obscure any copyright, trademark, or other proprietary rights notices appearing on or within the Service.

10 THIRD-PARTY WEBSITES, PRODUCTS & SERVICES

11 NO PROFESSIONAL ADVICE

11.1 The Services, including their associated contents and Documentation, are provided for informational purposes only and should not be construed as professional advice. You should not rely on any information provided by the DVX as a substitute for professional advice, including but not limited to financial, legal, tax, or investment advice. You should consult with your own professional advisors before making any decisions related to your use of the Protocol, your investments, or your participation in any options trading or liquidity provisioning activities.

12 DVX WARRANTIES

12.1 DVX represents and warrants that:

12.1.1 it has the necessary rights, licenses, and permissions under the Governing Law to offer the Services in accordance with these LP Terms; and

12.1.2 the Services will be provided in a manner consistent with generally accepted standards in the blockchain and crypto industry, and taking into account at all times the nascency of the technology.

12.2 DVX makes no representations or warranties that:

12.2.1 the Services, Platform, Protocol, and DVX’s servers will be error-free, uninterrupted, or available at all times;

12.2.2 the Services, Platform, Protocol, and DVX’s servers are free from harmful technologies;

12.2.3 you will receive a positive yield from any Liquidity Pool, or other aspect of the Services;

12.2.4 the Services will meet your specific requirements or expectations;

12.2.5 any information and results obtained via your use of the Services will be accurate or reliable;

12.2.6 regarding the security, confidentiality or privacy of communications and/or data transmitted over the internet by you or DVX;

12.2.7 regarding anything that is your responsibility under these LP Terms; and

12.2.8 regarding the performance or reliability of the Blockchain.

12.3 Your use of the Services is subject to the risks and limitations inherent to decentralised and/or nascent technology.

12.4 DVX is not responsible for any delays, delivery failures, or any other Loss resulting from the transfer of information over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

12.5 You warrant that you have understood and acknowledged the ‘Non-Exhaustive Risk Schedule’ appended to these LP Terms.

13 LIMITATION OF LIABILITY

13.1 This clause ‎13 sets out the entire Liability of DVX (including any of its Personnel) to you arising under or in connection with these LP Terms, in respect of any aspect of your use of the Services, and in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these LP Terms.

13.2 Subject to Clause 13.3:

13.2.1 DVX is not liable for any Loss caused by:

(a) errors or omissions in any information, instructions or scripts provided to DVX by you in connection with the Services;

(b) any actions taken by DVX on your instruction;

(d) any other failure by you to take a step that was required for DVX to perform its obligations under these LP Terms.

13.3 Nothing in these LP Terms excludes the Liability of either Party:

13.3.1 for death or personal injury caused by DVX’s negligence or the negligence of a person for whom it is vicariously liable;

13.3.2 for fraud or fraudulent misrepresentation; or

13.3.3 any other matter in respect of which Liability may not lawfully be excluded.

13.4 Subject to Clause 13.3:

13.4.1 DVX has no Liability for:

(a) any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss or corruption of data or information, or pure economic loss; or

(b) any special, indirect or consequential Loss,

however arising under these LP Terms; and

13.4.2 DVX’s total Liability arising in connection with these LP Terms during each calendar year does not exceed the lesser amount of: (i) Yield paid to you by DVX in the 12 months immediately preceding the event given rise to the claim; and (ii) US$10,000 (ten thousand).

13.5 You must indemnify, defend, and hold harmless DVX, its Affiliates, and its Personnel from and against any and all Losses arising out of or in connection with:

13.5.1 any breach or alleged breach of these LP Terms by the you (including your Personnel);

13.5.2 any violation or alleged violation of the Applicable Laws;

13.5.3 any negligent or wilful act or omission by you in the performance of your obligations under these LP Terms or in the use of the Services.

14 TERMINATION

14.1 DVX may at any time, without prior notice or Liability to you:

14.1.1 terminate these LP Terms and your access to the Services at any time and for any reason; or

14.1.2 suspend or discontinue your access to the Services, or terminate your registration or Account,

for any of the following reasons:

14.1.3 your actual or suspected breach of these LP Terms or Applicable Laws;

14.1.4 you are no longer permitted to access or use the Services under Applicable Law;

14.1.5 a request by law enforcement agency or Competent Authority;

14.1.6 prolonged inactivity on your Account; or

14.1.7 due to technical or security concerns.

14.2 Upon termination, all provisions of these LP Terms which by their nature should survive termination, will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14.3 You may also terminate these LP Terms at any time by ceasing all access and use of the Services and providing written notice to DeVol of your intention to terminate. Termination of these LP Terms by you does not relieve you of any obligations that may have arisen prior to the date of termination, including but not limited to any liability for any breach of these LP Terms.

15 OTHER TERMS

15.1 Further Assurance. Upon DVX’s reasonable request, a Liquidity Provider will execute and deliver all documents and perform all acts and things necessary to give full effect to these LP Terms.

15.2 Independent Contractors. You and DVX are independent contractors, and nothing in these LP Terms creates a partnership, joint venture, or agency relationship between us, nor authorises either of us to act on behalf of the other or bind the other in any manner.

15.3 Entire Agreement. These LP Terms, along with any documents referenced in them, constitute the entire agreement between you and DVX concerning your use of the Services and replace all prior agreements or understandings related to the same. Note that, where and to the extent you access the Platform or Protocol in your capacity as a Trader, your doing so is governed by separate and concurrently applicable terms, available [here – URL to User Terms] (the User Terms). In the event of any conflict between these LP Terms and the User Terms, these LP Terms take precedence.

15.4 Force majeure. DVX, its Affiliates and Partners 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 labour 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 does not affect the validity and enforceability of any remaining provisions.

15.5 Amendments. DVX may amend or modify these LP Terms at any time, and your continued access and use of the Platform constitute your acceptance of any amended terms.

15.6 Severability. If any provision or part of a provision of these LP Terms is deemed invalid or unenforceable by a Competent Authority, the remaining provisions or parts of such provisions remain in full force and effect.

15.7 Cumulative Rights. The rights and remedies provided in these LP Terms are cumulative and do not exclude any rights and remedies provided by law or otherwise.

15.8 No Waiver. DVX’s failure or delay in exercising any right, power, or remedy under these LP Terms does not waive that right, power, or privilege, and any single or partial exercise of any right, power, or privilege does not preclude DVX further exercise of that right, power, or privilege or any other right, power, or privilege.

15.9 Third Party Rights. These LP Terms do not confer any rights to enforce any provision of these LP Terms on any person or party other than the Parties to these LP Terms.

15.10 Assignment. You may not assign, transfer, or otherwise dispose of its rights or obligations under these LP Terms without the prior written consent of DVX.

15.11 Governing Law and Jurisdiction. These LP Terms are governed by and construed in accordance with the laws of the Republic of Lithuania. You and DVX irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Lithuania for any claim or matter arising in relation to these LP Terms.

Non-Exhaustive Risk Schedule

Engaging in liquidity provision carries inherent risks that all Liquidity Providers should be aware of. It is important to carefully consider these risks before participating in any Liquidity Pool.

By accessing or using the Services, you confirm that you understand that, subject to the provisions of these LP Terms, your use of the Services and investing in Liquidity Pools is entirely at your own risk, which includes the following indicative and non-exhaustive risks:

Price volatility: Product and underlying Cryptoasset prices can experience significant and unpredictable changes, causing rapid shifts in the value of your Pool Tokens.
Market risk: The market for trading Products can undergo substantial price or liquidity fluctuations, affecting the worth of your Pool Tokens.
Liquidity risk: Depending on Trading activity, you may be unable to buy or sell Pool Tokens at your preferred price.
Regulatory risk: The Services, Platform or Protocol may be subject to regulatory scrutiny, which may impact DVX’s ability to provide the Services or access to the Platform or Protocol or the legality of trading Products using the Platform.
Operational risk: The Services rely on smart contracts, which are vulnerable to bugs and other operational issues. Such risks may affect the Platform’s performance and the Yield.
Technology risk: The Services utilise emerging technology, which may be susceptible to hacking, cyberattacks, and other security vulnerabilities that have yet to be discovered. Such risks may affect your digital assets on the Protocol that may result in the loss of your digital assets or the loss of your ability to access or control your digital assets for which you may be unable to obtain any remedy or compensation. Any third Party that gains access to your private login credentials to your Account, the private key to your Blockchain Address or other wallet used to manage your assets may be able to transfer your digital assets.
Information risk: The data used to determine Product prices may be imprecise or unreliable, potentially leading to incorrect pricing and subsequent losses.

Settlement may differ slightly from the legacy financial product being replicated: Options Products on the Platform are different from traditional options. As described in the Whitepaper, there may be discrepancy between the settlement amount and the payoff of a traditional option, which is driven by our proprietary AMM used to price and settle Trades. In some rare occasions (outlier events with a very low probability), this discrepancy could be more significant. This can in turn affect the profitability of a Liquidity pool.

DeVol Bug Bounty Program

These DeVol Bug Bounty Program Terms and Conditions (“Terms“) cover your participation in the DeVoL Bug Bounty Program (the “Program“). These Terms are between you and DRXT Labs, Ltd. (“DRXT,” “us” or “we“). By submitting any vulnerabilities to DRXT or otherwise participating in the Program in any manner, you accept these Terms. Your access to and use of the Platform is subject to these User Terms [link].

Overview

The Program enables users to submit vulnerabilities and exploitation techniques (“Vulnerabilities“) to DRXT about eligible DRXT products and services (“Products“) for a chance to earn rewards in an amount determined by DRXT in its sole discretion (“Bounty“). Each Product for which Bounties are available has a separate set of terms applicable to that Product (the “Product Program Terms“), which are incorporated by reference into these Terms. In the event of a conflict between these Terms and the Product Program Terms for a particular Product, the Product Program Terms control for that particular Product only. The decisions made by DRXT regarding Bounties are final and binding. DRXT may change or cancel this Program at any time, for any reason.

Eligibility

You ARE eligible to participate in the Program if you meet all of the following criteria:

You are of legal age in the jurisdiction in which you reside and you must have the legal capacity to enter into, and be bound by, these Terms if you are participating in the Program as an individual
You have the legal authority to accept these Terms on the applicable entity’s behalf, in which case “you” (except as used in these Terms) will mean the foregoing entity if you are participating in the Program as an entity
You must be the first person to report or disclose the vulnerability to us in accordance with these Terms, including by emailing sufficient information to [email protected]; and

You are either an individual researcher participating in your own individual capacity, or you work for an organization that permits you to participate. You are responsible for reviewing your employer’s rules for participating in this Program.

You ARE NOT eligible to participate in the Program if you meet any of the following criteria:

You are a resident of any countries under U.S. sanctions (see link for current sanctions list posted by the United States Treasury Department) or any other country that does not allow participation in this type of program;
You are under the age of 14;
Your organization does not allow you to participate in these types of programs;
You are currently an employee of DRXT or a DRXT affiliate, or an immediate family (parent, sibling, spouse, or child) or household member of such an employee;
Within the six months prior to providing us your Submission you were an employee of DRXT or a DRXT affiliate;
You currently (or within six months prior providing to us your Submission) perform services for DRXT or a DRXT affiliate in an external staff capacity that requires access to the DRXT network, such as agency temporary worker, vendor employee, business guest, or contractor.

It is your responsibility to comply with any policies that your employer may have that would affect your eligibility to participate in the Program. If you are participating in violation of your employer’s policies, you may be disqualified from participating or receiving any Bounty. All payments will be made in compliance with local laws, regulations, and ethics rules. DRXT disclaims any and all liability or responsibility for disputes arising between an employee and their employer related to this matter.

There may be additional restrictions on your ability to enter depending upon your local law.

Submissions

If you believe you have identified a Vulnerability that meets the applicable requirements set forth in the Product Program Terms, you may submit it to DRXT through the process described in the Product Program Terms or, if none is provided, in accordance with the following process:

Each Vulnerability submitted to DRXT shall be a “Submission.” Submissions must be sent to [email protected]. In the initial email, specify the name of the Bounty Program you are submitting under, the Vulnerability details, and specific product build version number, and your client ID if applicable. Please also include the relevant information that is outlined in our manual located [here].

Submissions that do not follow the rules of reporting as described in our manual located [here] may not be eligible for Bounties and not following CVD could disqualify you from participating in the Program in the future.

Depending on the detail of your Submission, DRXT may award a Bounty of varying scale. Well-written reports and functional exploits are more likely to result in Bounties. Those Submissions that do not meet the minimum bar described above are considered incomplete and not eligible for Bounties.

DRXT is not responsible for Submissions that we do not receive for any reason. If you do not receive a confirmation email after making your Submission, notify DRXT at [email protected] to ensure your Submission was received.

There are no restrictions on the number of qualified Submissions you can provide and potentially be paid a Bounty for.

Submission Review Process

After a Submission is sent to DRXT, DRXT engineers will review the Submission and validate its eligibility. The review time will vary depending on the complexity and completeness of your Submission, as well as on the number of Submissions we receive.

DRXT retains sole discretion in determining which Submissions are qualified, according to the rules set forth in the Product Program Terms. If we receive multiple bug reports for the same issue from different parties, the Bounty will be granted to the first eligible Submission. If a duplicate report provides new information that was previously unknown to DRXTMicrosoft, we may award a differential to the person submitting the duplicate report.

If you report a Vulnerability without a functioning exploit, you may be eligible for a partial Bounty. If you submit the functioning exploit within 90 days of submitting the Vulnerability, we may, in our discretion, provide an additional Bounty payment (but are not obligated to do so).

License

DRXT is not claiming any ownership rights to your Submission. However, by providing any Submission to DRXT, you:

Grant DRXT the following non-exclusive, irrevocable, perpetual, royalty free, worldwide, sub-licensable license to the intellectual property in your Submission: (i) to use, review, assess, test, and otherwise analyze your Submission; (ii) to reproduce, modify, distribute, display and perform publicly, and commercialize and create derivative works of your Submission and all its content, in whole or in part; and (iii) to feature your Submission and all of its content in connection with the marketing, sale, or promotion of this Program or other programs (including internal and external sales meetings, conference presentations, tradeshows, and screen shots of the Submission in press releases) in all media (now known or later developed);
Agree to sign any documentation that may be required for us or our designees to confirm the rights you granted above;
Understand and acknowledge that DRXT may have developed or commissioned materials similar or identical to your Submission, and you waive any claims you may have resulting from any similarities to your Submission;
Understand that you are not guaranteed any compensation or credit for use of your Submission; and
Represent and warrant that your Submission is your own work, that you haven’t used information owned by another person or entity, and that you have the legal right to provide the Submission to DRXT.

Confidentiality & Disclosure

Protecting users is DRXT’s highest priority. We endeavor to address each Vulnerability report in a timely manner. While we are doing that we require that Bounty Submissions remain confidential and cannot be disclosed to third parties or as part of paper reviews or conference submissions. You can make available high-level descriptions of your research and non-reversible demonstrations after the Vulnerability is fixed. We require that detailed proof-of-concept exploit code and details that would make attacks easier on customers be withheld for 30 days after the Vulnerability is fixed. DRXT will notify you when the Vulnerability in your Submission is fixed. You may be paid prior to the fix being released and payment should not be taken as notification of fix completion. VIOLATIONS OF THIS SECTION COULD REQUIRE YOU TO RETURN ANY BOUNTIES PAID FOR THAT VULNERABILITY AND DISQUALIFY YOU FROM PARTICIPATING IN THE PROGRAM IN THE FUTURE.

Payments

The decisions made by DRXT regarding Bounties are final and binding.

If we have determined that your Submission is eligible for a Bounty under the applicable Product Program Terms, we will notify you of the Bounty amount and provide you with the necessary paperwork to process your payment. You may waive the payment if you do not wish to receive a Bounty.

If there is a dispute as to who the qualified submitter is, we will consider the eligible submitter to be the authorized account holder of the email address used to enter the Program.

Before receiving a Bounty, you may be required to complete and submit tax forms as may be required under any applicable law. If you do not complete the required forms as instructed or do not return the required forms within the time period listed on the notification message, we may not provide payment. We cannot process payment until you have completed and submitted the fully executed required documentation.

If your Submission qualifies for a Bounty, please note:

You may not designate someone else as the Bounty recipient unless you are considered a minor in your place of residence;
If you are eligible for this Program but are considered a minor in your place of residence, we may award the Bounty to your parent/legal guardian on your behalf and require them to sign all required forms on your behalf. The Bounty will be added to the taxable income of your parent/legal guardian;
If you are unable or unwilling to accept your Bounty, we reserve the right to rescind it; and
If you accept a Bounty, you will be solely responsible for all applicable taxes related to accepting the payment(s).

NOTE: For public sector employees (government and education), all Bounties must be awarded directly to your public sector organization and subject to receipt of a gift letter signed by the organization’s ethics officer, attorney, or designated executive/officer responsible for the organization’s gifts/ethics policy. DRXT seeks to ensure that by offering Bounties under this Program, it does not create any violation of the letter or spirit of a participant’s applicable gifts and ethics rules.

Privacy & Publicity

By participating in the Program, you acknowledge and agree that any personal information that you provide will be maintained in accordance with the Privacy Policy. By participating in the Program, you hereby (a) grant to DRXT s the right to use your name, country of residence, email address and any other information you provide to DRXT (“Personal Information”) for the purpose of administering the Program; (b) grant to DRXT the right to use your Personal Information for publicity, promotional, marketing and advertising purposes relating to the Program, in any and all media now known or hereafter devised, without further compensation unless prohibited by Applicable Law; and (c) acknowledge that DRXT may disclose your Personal Information to our third-party agents and service providers in connection with any of the foregoing activities, DRXT will use your Personal Information only for the identified purposes and as contemplated in the Privacy Policy. DRXT may publicly recognize individuals who have been awarded Bounties. DRXT at itsit is discretion may recognize you on web properties or other printed materials unless you explicitly ask us not to include your name.

If you do not agree to the terms of the Privacy Policy [link] then you should immediately stop using the Platform and participating in the Program.

Code of Conduct

By participating in the Program, you will follow these rules:

Don’t do anything illegal.
Don’t engage in any activity that exploits, harms, or threatens to harm children.
Don’t send spam. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), or instant messages.
Don’t share inappropriate content or material (involving, for example, nudity, bestiality, pornography, graphic violence, or criminal activity).
Don’t engage in activity that is false or misleading.
Don’t engage in activity that is harmful to you, the Program, or others (e.g., transmitting viruses, stalking, posting terrorist content, communicating hate speech, or advocating violence against others).
Don’t infringe upon the rights of others (e.g., unauthorized sharing of copyrighted material) or engage in activity that violates the privacy of others.
Don’t help others break these rules.

If you violate these Terms, you may be prohibited from participating in the Program in the future and any Submissions you have provided may be deemed to be ineligible for Bounty payments.

No Warranties

DRXT, AND OUR AFFILIATES, AND PARTNERS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO THE PROGRAM. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES IN CONNECTION WITH THE PROGRAM. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE.

Program Adminstration

DRXT reserve the right to administer the Program in its sole discretion:

DRXT hereby reserves the right to amend, suspend or terminate the Program at any time with or without prior notice or consent. DRXT further reserves the right to amend, withhold or cancel any Program payments or benefits granted if DRXT becomes aware of any violation of these Terms or the Terms of Use. Administration of the Program is at the sole discretion of DRXT, subject to the Applicable Law (as defined in the Terms of Use). Any questions relating to eligibility, or these Terms or the Program will be resolved by DRXT at DRXT’s sole discretion and DRXT’s decision will be final and binding with respect thereto. If it is discovered by DRXT that you have or have attempted to violate these Terms or the Terms of Use, then DRXT may disqualify you from any Program payments or benefits in DRXT’s sole discretion. DRXT reserves the right to make awards that do not comply with every requirement herein, such as your failure to provide a detailed report of any Vulnerability, or your failure to notify DRXT through the correct channel. Awards made pursuant to such exceptions made by DRXT do not constitute any waiver by DRXT of any other terms and conditions set forth herein.

Limitation of Liability & Binding Arbitration

If you have any basis for recovering damages in connection with the Program (including breach of these Terms), you agree that your exclusive remedy is to recover, from DRXT or any affiliates, and partners, direct damages up to $100.00. You can’t recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive. These limitations and exclusions apply even if this remedy doesn’t fully compensate you for any losses or fails in its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms and the Program.

We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we can’t, you and we agree any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration conducted in accordance with the Cayman Islands Arbitration Act, 2012 (the “Act”) and administered by the Cayman International Mediation and Arbitration Centre Ltd under the CI-MAC Arbitration Rules 2023 (the “Rules”). The seat or legal place of arbitration shall be George Town, Grand Cayman. The language to be used in the arbitral proceedings shall be English. The number of arbitrators shall be one. Unless the parties agree otherwise, the arbitral tribunal shall have the powers applicable under the Act and the Rules including, without limitation, the power to order on a provisional basis any relief which it would have power to grant in a final award, and to award legal fees and expenses to the prevailing party or parties. The decision and award of the arbitral tribunal shall be enforceable by any court of competent jurisdiction in accordance with applicable laws and international treaties. Each of the parties irrevocably consents to service of process or any other documents in connection with any arbitral or court proceedings by personal service, delivery at any address specified in this Agreement or any other usual address, mail or in any other manner permitted by Cayman Islands law, the law of the place of service or the law of the jurisdiction where proceedings are instituted.

Miscellaneous

These Terms and any applicable Product Program Terms are the entire agreement between you and DRXT for your Participation in the Program. It supersedes any prior agreements between you and DRXT regarding your participation in the Program. All parts of these Terms apply to the maximum extent permitted by relevant law. If a court or arbitrator holds that we can’t enforce a part of these Terms as written, we may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms won’t change.

Unsolicited Ideas

Other than your Submission, DRXT does not consider or accept unsolicited proposals or ideas, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Unsolicited Feedback”). If you send any Unsolicited Feedback to DRXT through the Program or otherwise, DRXT makes no assurances that your ideas will be treated as confidential or proprietary.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT SEND US ANY SUBMISSIONS OR OTHERWISE PARTICIPATE IN THIS PROGRAM.