Version: 2 February 2026
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR MAKING USE OF DRB PANAMA'S PLATFORM YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS.
SECTION A: GENERAL PROVISIONS
1. INTRODUCTION
1.1 DRB Panama Inc (DRB Panama, we, us, or our) has its registered address at Via Espana, Delta Bank Building, 6th Floor, Suite 604D, Panama City, Panama (PA-8), 0834, Panama.
1.2 Clients (you or your) must agree to these Terms of Service (the Terms) to use the services of DRB Panama.
1.3 By accessing or making use of DRB Panama's Platform (as defined below), you agree that you are deemed to have accepted these Terms and that you have read the contents of, and acknowledge, DRB Panama's Risk Disclosure, as described on the Website: https://www.deribit.com/kb/risk-disclosure.
1.4 DRB Panama is an unregulated broker and a member of a crypto derivatives exchange (the Exchange), operated by Deribit FZE, a virtual asset service provider licensed by the Dubai Virtual Asset Regulatory Authority (VARA) (the Operator of the Exchange). DRB Panama is not a member of any other exchange and has no access, directly or indirectly, to any other exchange. You acknowledge, agree and accept that you do business with an unregulated entity.
1.5 DRB Panama provides the following brokerage services (the Brokerage Services):
(a) executing buy and sell orders, including but not limited to orders to enter into a spot trade on a supported pair of Crypto-assets (a Spot Trade), to trade a specific number of products against a specific value, or any instruction for the purchase, sale, or carrying of products (each an Order) on a supported pair of Crypto-assets on behalf of its Clients on the Exchange; and/or
(b) executing orders on derivative contracts, including but not limited to perpetuals, futures, options and options on futures (which can either be Linear, Inverse, or swaps) (each an Order), on a supported pair of Crypto-assets as the underlying (Derivative Contract) on behalf of its Clients on the Exchange.
1.6 DRB Panama may also provide Crypto-asset custody services from time (the Custody Services, together with the Brokerage Services, the Services).
1.7 A representative list of Crypto-assets pairs and Products that may be traded is set out on the Website, as such list may be amended and updated from time to time.
1.8 The Services offered by DRB Panama can be accessed via an API, mobile and/or web-based application (the Platform).
1.9 DRB Panama acts in the capacity of agent on your behalf by intermediating trades for you on the Exchange, which means that:
(a) the Platform provided by DRB Panama is not an exchange or a market, but solely allows you to place Orders that will be executed by DRB Panama on your behalf on the Exchange;
(b) by accessing or making use of DRB Panama's Platform, and placing an Order with DRB Panama, you acknowledge and agree that you are expressly instructing DRB Panama to execute such Order on the Exchange; and
(c) when DRB Panama executes an Order, it acts in accordance with the Rulebook of the Exchange where the Order is executed. The functioning and operations of the Exchange are outside of DRB Panama's control and responsibility. Any dysfunction on the Exchange may impact the performance of our obligations under these Terms, and DRB Panama will not have any liability in this respect.
2. LIMITATION TO OUR SERVICES - NO ADVICE OR MARKETING
2.1 The Brokerage Services are provided by DRB Panama on an execution-only basis.
2.2 At no time should any information provided to you, including in the Terms, on our Platform or on the Website be construed as financial advice or investment advice. We do not provide any opinion on the merits of any particular investment. Any information provided is for educational purposes and to keep investors informed of prices, ranges, and volatility of Crypto-assets. In addition, we do not accept any obligation to provide individual advice, monitoring of your account, information or recommendations in respect of any financial instrument (including any Product), Crypto-asset or service.
2.3 The Services provided by DRB Panama under the Terms do not amount to any marketing, promotion, solicitation or offer for any Crypto-asset, Product, or investment to you or any third party. You are solely responsible for any Losses, damages or costs resulting from your reliance on any data or information that DRB Panama may provide and DRB Panama cannot be held liable for any such information, unless such Losses, damages or costs are directly and solely caused by DRB Panama's gross negligence, wilful default or fraud.
2.4 You represent, warrant, and undertake that you have made your own evaluation and are responsible for conducting your own independent analysis of the merits and risks of placing Orders for execution by DRB Panama. You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading Crypto-assets or Products.
2.5 We do our utmost to offer correct and up to date information on the Platform, including - without limitation - market information. However, you acknowledge and accept that such market data may not be accurate and that the use of the market data when trading Crypto-assets and/or Products shall be at your own risk and DRB Panama cannot be held liable for any incorrect market information, save in the case of DRB Panama's gross negligence, wilful default or fraud.
2.6 You should be aware of the risks associated with trading Crypto-assets and Products, in particular Derivative Contracts. A full disclosure of the risks is set out on the Website: https://www.deribit.com/kb/risk-disclosure.
3. ACCESS TO THE PLATFORM
3.1 Subject to the terms and restrictions of these Terms, you will be able to access the Platform to place orders for execution by DRB Panama, which may involve using any API, algorithm, software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software), interface or code that DRB Panama may support or provide to you.
3.2 We reserve the right, without liability to you, to make functional, procedural or technical changes or improvements to the Platform, and/or update, change, remove, cancel, suspend, disable, or restrict access to or discontinue the Platform or change any features, components, or content.
3.3 The Platform and all services which we provide as part of the Platform which may involve using an API, algorithms, software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software), interfaces or code that DRB Panama may support, are provided as is and as available without any representation or warranty of any kind, including but not limited to, implied warranties of merchantability, non-infringement, or fitness for any particular purpose, or that it will be without interruption, error free, meet your individual requirements, or compatible with your hardware or software, except as otherwise set out in these Terms.
4. OPENING AND MAINTAINING AN ACCOUNT
Applying for an Account
4.1 To place orders for execution by DRB Panama, you need to create an Account on the Platform by submitting the details requested in our Account creation form. You warrant that the information you provide is correct and up to date and you will notify us without delay of any material changes to the information provided to us when applying for an Account.
4.2 We may, from time to time, require additional information and/or documents (including as required by Applicable Law such as anti-money laundering regulations, as well as for anti-fraud measures or any other related internal procedures), or clarifications to information and/or documents which you have provided to us. If any information which you have provided to us under this clause 4 changes, you should tell us, in writing, as soon as possible, and no later than thirty (30) days after the change takes place.
4.3 The information you provide to us must be complete, accurate and not misleading. If you do not provide us with the required information, or if you provide inaccurate, incomplete or misleading information, we will not be able to open an Account for you, or, if you already have an Account, we may freeze, suspend, block, or close your Account.
4.4 Each Account includes a Main Account, and permits the creation of Subaccounts. For the purposes of these Terms, references to "Accounts" include both the Main Account and the Subaccounts unless stated otherwise.
4.5 Subaccounts allow for a division and separation of an Account:
(a) administratively; and
(b) for Derivative Contracts: from a margining perspective, and therefore allows you to manage specific trades or strategies (please see clause 10 (Leverage and Margin) for more information on Margin).
4.6 You may create up to twenty (20) Subaccounts in your Main Account.
4.7 Notwithstanding the above, based on your instructions, DRB Panama may instantly transfer Crypto-assets between the Main Account and Subaccounts.
4.8 You can choose between different Margin mechanisms per Account:
(a) Segregated Standard Margin;
(b) Segregated Portfolio Margin;
(c) Cross Collateral Standard Margin; and
(d) Cross Collateral Portfolio Margin.
4.9 You are at all times responsible and liable for any use of your Account, including (unauthorised) trading activity, deposits, and withdrawals by a third party.
4.10 You irrevocably instruct us to credit or debit your Account in accordance with the Terms, including, without limitation, for the purposes of
(i) paying fees in accordance with clause 13 (Fees), and
(ii) recording your Positions following the Settlement of your Trades in accordance with clause 12.6 (Settlement), and the Liquidation Process in accordance with clause 11 (Liquidating Positions, Forced Deleveraging, Insurance Fund and Socialised Losses).
5. LOGIN CREDENTIALS
5.1 We may restrict the use of your Account if we believe, in our discretionary opinion, that you have forgotten or lost your Login Credentials or if such Login Credentials have been stolen or otherwise compromised.
5.2 You are solely responsible for backing up and maintaining duplicate copies of your Login Credentials or any other information you may use to access the Platform and place orders for execution by DRB Panama.
5.3 If a Client loses its Login Credentials or cannot access two-factor authentication in order to deposit or withdraw Crypto-assets, it must promptly email support@deribit.com for assistance with accessing its Account.
5.4 DRB Panama may not be able to recover a Client's Login Credentials, and any Crypto-asset, in any manner whatsoever, and there may be limited or no means for the recovery of lost or stolen information and/or Crypto-assets. Clients should keep a secure copy of their Login Credentials.
6. CAPACITY
Authorised Representatives
6.1 A person who is specifically authorised to act on your behalf (e.g. a director, senior manager, or other person acting in a representative capacity such as agent, attorney, or trustee) (Authorised Representative) may access and use your Account, communicate with us, and/or place an Order for execution by us on your behalf on the Exchange. You may appoint, authorise, or otherwise grant access to any such Authorised Representative at your own discretion. You may, but are under no obligation to, notify us of representatives authorised to use your Account.
6.2 With respect to any Authorised Representative:
(a) any action or inaction by your Authorised Representative(s) will be treated as your own action or inaction and we can exercise any rights we have under these Terms for any action or inaction;
(b) we will treat only you as our Client and we shall not treat any Authorised Representative as our Client;
(c) references to "you" in these Terms shall always mean the legal person entering into an agreement with us, and not an Authorised Representative unless stated otherwise in writing;
(d) subject to Applicable Law, you will at our request inform us of the identity, address and any other details of any Authorised Representative; and
(e) subject to Applicable Law, we may, but are under no obligation to, verify, check, or otherwise ensure that a person is in fact your Authorised Representative where they have access to your Account, your security details, whether such Authorised Representative is legally authorised under Applicable Law, and/or any other information or means to give us instructions or place an Order with us.
(f) DRB Panama does not accept liability in case a person that is an Authorised Representative according to our internal records is not in fact, or is no longer, an Authorised Representative. We are under no obligation to verify the authenticity, or maintain any records, of your Authorised Representative(s) and you agree to indemnify and hold harmless DRB Panama in connection with any unauthorised access or use by any such (purported) Authorised Representative.
Your capacity
6.3 DRB Panama will be entitled to consider that, when placing an Order for execution by us on your behalf on the Exchange, you are acting as principal on your own account at all times, even if, in your arrangements with any third party, you act as agent on behalf of such third party, and these Terms as well as the terms of any Trade carried out on the Exchange shall be binding on and enforceable against you as if you were acting as principal on your own account.
Our capacity
6.4 DRB Panama acts in the capacity of agent on your behalf by executing your Orders on the Exchange. When you place an Order through the Platform to buy or sell a Product for execution by us on your behalf on the Exchange, you contract with DRB Panama under these Terms, but you are not buying a product from, or selling a product to DRB Panama. This means DRB Panama will not be your trade counterparty in respect of any Trade and shall have no liability for the performance of the obligations of your Trade counterparty(ies) in respect of any such Trade.
7. SUSPENSION OF ACCOUNTS AND OTHER LIMITATIONS
7.1 You can deposit Crypto-assets and/or Fiat into your Account to be utilised as part of your activities on the Platform. You may also withdraw your Crypto-assets and/or Fiat from Your Account, subject to any other obligations, limitations, conditions, requirements (including Margin requirements), and/or similar as set out in these Terms. Notwithstanding any clause in these Terms to the contrary, we reserve the right to temporarily suspend your Account (or take any actions specified further in this clause 7.2) without liability to you in certain circumstances, including, but not limited to:
(a) if at any time in our sole reasonable opinion there is:
(i) a Manifest Error;
(ii) a Force Majeure Event;
(iii) an Event of Default;
(iv) a security issue or breach of your Account, the Platform or the Exchange;
(b) as required for the Platform, or you, to comply with Applicable Law, or with sanctions imposed by the United Nations or equivalent supranational organisation and/or national governments; and/or
(c) as instructed by any Regulatory Body.
7.2 In connection with any suspension of your Account under this clause 7, we are entitled, without assuming title to or direct control over your Crypto-assets, to:
(a) cancel, reverse, void or decline to process any deposits in and withdrawals of Crypto-assets and/or Fiat from your Account(s);
(b) limit your right to use the Platform and any of our Services (including but not limited to placing Orders, modifying Orders, cancelling Orders and/or closing your Positions); and/or
(c) take any other measures and actions at our discretion as we consider necessary with respect to your Account and any related Crypto-assets and/or Fiat.
7.3 For the avoidance of doubt and irrespective of any suspension of your Account(s), we may, without assuming title to or direct control over your Crypto-assets, impose value and/or volume limits (or any other reasonable limits) on deposits in or withdrawals out of your Account(s) in accordance with these Terms. Limits on deposits and withdrawals are described further in Appendix B of the Rulebook of the Exchange, and restrictions to ensure security of your Account(s) are set out on the Website at https://support.deribit.com/hc/en-us/articles/25944635205021-Withdrawals.
No liability
7.4 You agree that we will not be liable for any Loss you may incur as a result of us exercising our rights under this clause 7. If and when we reinstate your Account, you acknowledge that Crypto-assets and Crypto-asset Derivative valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
SECTION B: TRADING OF PRODUCTS
8. CLIENT CLASSIFICATION AND INVESTOR PROTECTION
8.1 DRB Panama classifies its Clients in three main categories: Institutional Investors, Qualified Investors and Retail Investors.
8.2 In order for you to be treated as an Institutional Investor or a Qualified Investor, you must meet certain specified criteria as set out on the Website (as may be amended from time to time).
8.3 DRB Panama, subject to Applicable Law and/or the Rulebook of the Exchange and by providing notice to the Client, may:
(i) treat an Institutional Investor as a Qualified Investor or Retail Investor, or
(ii) treat a Qualified Investor as a Retail Investor, and thereby increase the regulatory protection afforded to the respective Client.
8.4 The client classification is not permanent, and the client classification criteria may change from time to time. The Client shall keep DRB Panama immediately informed of any change in its status or situation which could affect the client classification, and shall respond promptly to any reasonable information requests from DRB Panama in order to verify and/or update this client classification.
8.5 You acknowledge that the Services that DRB Panama offers to Clients may depend on the client classification, and that certain Services may therefore not be available to all types of Clients.
9. ORDERS AND TRADES
Placing your Orders for execution
9.1 When you place an Order through the Platform, DRB Panama will execute such Order on your behalf on the Exchange. The types of instructions and Orders we accept are set out in Appendix A of these Terms.
9.2 For DRB Panama to execute on the Exchange, on your behalf, an Order using leverage, we require you to meet the Initial Margin requirements when placing the Order through the Platform, and to meet the Maintenance Margin requirements to keep the Position open (see clause 10 (Leverage and Margin) for further detail).
9.3 An Order must comply with any applicable minimum and maximum Order values, sizes, trading and position limits, tick sizes, trading bandwidths, position management controls, and any other requirements under these Terms. We may refuse to place your Order for execution on the Exchange in accordance with the conditions set out in clause 16.1 (Accepting and cancelling Orders, Positions, Trades) of these Terms.
9.4 Each Trade you enter into will constitute a separate severable agreement.
9.5 You agree that:
(a) the Orders placed by you can only be executed on the Exchange;
(b) you have full responsibility for the security and authenticity of all Orders placed through your Account accessible on the Platform for execution by DRB Panama on your behalf on the Exchange and you will be bound by all such Orders;
(c) we are entitled to assume the authenticity of any Orders placed through your Account accessible on the Platform, including that all Orders placed 10 are in fact yours, and we are under no obligation whatsoever to verify that such Orders are authentic or are in fact yours. Notwithstanding this, we reserve the right to make further enquiries about or require written confirmation of any Order, for example where an Order is unclear, ambiguous, or in our reasonable opinion was placed by you accidentally, mistakenly, fraudulently and/or negligently; and
(d) you are bound by all Orders placed through your Account accessible on the Platform for execution by DRB Panama on your behalf on the Exchange, with the exception of unexecuted Orders which you may request to cancel. You may request to cancel or modify an Order which has not been executed. We cannot guarantee that we will be able to carry out your cancellation request, as this will depend on the product that you are trading.
10. LEVERAGE AND MARGIN
10.1 You are allowed to place Orders using the Available Balance as leverage as a specified fraction of the possible change in value of the asset against the Position in the Settlement Currency. Leverage will impact the amount of Margin you are required to provide. You may be subject to limitations on your ability to utilise leverage in relation to any Order.
10.2 There are two types of Margin you are required to meet: Initial Margin (corresponding to the minimum margin that must be held on the Account when placing your Order) and Maintenance Margin (corresponding to the minimum margin that must be held on the account to maintain one or more open Positions).
10.3 You agree and undertake to provide and/or maintain at all times sufficient Margin required for any Order and Trade (as applicable) in accordance with these Terms. This includes having the requisite amount of Margin available for use in your Account or transferring the requisite Crypto-asset into your Account to meet the Margin requirements.
10.4 You represent, warrant, and undertake that any Margin provided by you was, at the date of transfer, beneficially owned by you and not subject to any charge, lien, or other encumbrance. Without prejudice to any other rights we have under these Terms, Margin may be retained and used to set-off, settle, satisfy, or reduce any of your liabilities under these Terms.
11. LIQUIDATING POSITIONS, FORCED DELEVERAGING, INSURANCE FUND AND SOCIALISED LOSSES
11.1 If any Client of DRB Panama trading on the Platform does not meet the Margin requirements, the Operator of the Exchange can initiate a Liquidation Process in accordance with the Rulebook of the Exchange. The Liquidation Process occurs as follows:
(a) The process may involve closing Positions, cancelling Orders, or even hedging through other trades, or any other actions deemed necessary or appropriate our sole reasonable discretion. If liquidation occurs in respect of a Client, the relevant Client might be charged a Liquidation Fee. Additionally, if a Client's Account goes into a negative balance after liquidation, its deficit can be settled using the Insurance Fund set out for the Exchange, bringing such Client's Account balance back to zero.
(b) If the Insurance Fund is insufficient to cover the negative balance of a bankrupt account, the Operator of the Exchange may activate a "socialised loss mechanism". This mechanism spreads the Loss across Clients who 11 have profited in the same Trading Session by deducting a proportional amount from their gains to offset the Losses. Clients cannot dispute their contribution to this mechanism unless there is a clear error in the calculation. By agreeing to these Terms, you accept the possibility of being affected by this mechanism, which aims to stabilise the Exchange's financial integrity in the event of significant losses.
(c) The Operator of the Exchange may instruct the use of the Insurance Fund at its sole discretion in order to compensate Clients' Losses which it considers the result from materially adverse unforeseen events. To the extent that the Operator of the Exchange utilises the Insurance Fund in such circumstances, it is under no obligation to cover all of a Client's Loss, and therefore any compensation may be partial.
11.2 If your Positions have been liquidated and the amount of Crypto-assets in your Account is insufficient to cover your (additional) Losses, your Account is bankrupt. Under extreme market circumstances, in order to protect the integrity of DRB Panama, the Platform or the Exchange, we reserve the right to partially or entirely close your Position(s) to be able to close positions of counterparties to help prevent counterparty bankruptcies, where the liquidity in the market is not enough to take over positions of counterparties that are on the verge of bankruptcy or already bankrupt. In the event we close any Position on the basis of this clause 11, we can determine the price you will receive for the Product of which the Position is closed at our sole discretion, but in principle this will be the Mark Price. In case of liquidation on the basis of this clause 11, whether or not any compensation from the Insurance Fund will be provided will be determined by us at our sole discretion. If applicable and approved by us, we will reset the balance of the relevant Crypto-asset in your Account to zero by transferring funds from the Insurance Fund to your Account.
11.3 DRB Panama's role in the Liquidation Process is limited to recording the Positions of its Clients on their Accounts following the Liquidation Process described in clause 11.1 above. DRB Panama will have no liability whatsoever for any action taken or omitted to be taken, whether by it or by the Operator of the Exchange, in respect of the Liquidation Process or closing of Positions under this clause 11. By using the Services and/or the Platform, you consent to any such Liquidation Process, and further agree to indemnify and hold harmless DRB Panama for any actions taken under this clause 11.
11.4 For the avoidance of doubt, any Crypto-assets held in custody and/or pledged as Margin shall not be distributed except as in accordance with and subject to Applicable Law.
12. ONGOING INFORMATION – PRE-TRADE INFORMATION, CONFIRMATION, SETTLEMENT
12.1 (Pre-trade information) Prior to placing an Order, you may review, on the Platform, information related to the Product, and supported Crypto-assets on the Exchange, including Contract Specifications, unexecuted Orders, etc.
12.2 (Confirmation) If we execute your Order, we will provide you with a Confirmation which will appear in your Account in near-real time following your Order being executed and resulting in a Trade. This is also the Contract Date. In the absence of a Manifest Error, the Confirmation will be conclusive and binding on you unless:
(a) you object to the Confirmation and notify us of the error or omission within twenty-four (24) hours of the delivery of the Confirmation; or
(b) we notify you of an error or omission within three (3) days of the delivery of the Confirmation.
12.3 DRB Panama reserves the right to reissue any Confirmation to correct any error or omission when the error or omission comes to our attention. You are entitled to a copy of the Confirmation at any time during the term of our agreement with you under these Terms.
12.4 (Monthly statements) We will provide you with a written statement of account at least monthly showing (amongst other things) the Crypto-asset balances, trading summaries, fees, and Positions in each Account and Subaccount.
12.5 (Loss) If your Trade results in a loss, your Margin will be used by us to cover that loss.
12.6 (Settlement) Positions are settled by the Operator of the Exchange in accordance with the Rulebook of the Exchange. The Settlement occurs as follows:
(a) Positions are cash settled in the Settlement Currency (including through the Liquidation Process).
(b) Settlement occurs
(i) on a daily basis, and
(ii) when a Position closes or expires at the settlement price and the profit or loss on that Position is credited to or deducted from a Client's Account (Settlement or Settle).
(c) Daily Settlement shall occur each calendar day at 08:00 AM UTC.
(d) Unless otherwise required under these Terms and save for daily Settlement, Settlement occurs in response to:
(i) any closing out of a Position, whether as a result of your Order being executed, to maintain a Client's Margin, the Liquidation Process, or otherwise; or
(ii) a Position being held to Final Settlement in accordance with the relevant Contract Specifications, available on the Website: www.deribit.com.
(e) The Operator of the Exchange settles Positions by:
(i) calculating the profit and loss of a Position based on the prices at which the Position being closed out was opened and closed, the size of that Position and the Contract Specifications of the Derivative Contract in which the Position was held;
(ii) adding the profit to or deducting the loss from, as the case may be, the Margin allocated in the Account in which the Position resided; and
(iii) performing the steps above immediately after the respective events described in clause 12.6(b) have occurred.
(f) DRB Panama's role in the Settlement is limited to recording the Positions of its Clients on their Accounts following the Settlement process described in clauses 12.6(a) to 12.6(e) above. DRB Panama will have no liability whatsoever for any action taken or omitted to be taken by the Operator of the Exchange in respect of the Settlement process.
13. FEES
13.1 You acknowledge and agree that fees (which includes fees, costs, charges, interests, or similar) will apply when you use our Services and that we have the right to amend any fees at our sole discretion.
13.2 Depending on the type of Product you trade through the Platform, we will charge fees which may include a spread, premium, or trading fee.
(a) With respect to trading fees, a maker-taker trading fee model applies. This means that orders providing liquidity could have different fees versus orders that take liquidity. Fees vary per Product and are calculated as a percentage of the underlying Crypto-asset. The trading fees are set out on the Website: www.deribit.com/kb/fees.
(b) A fee rebate may also be granted, which will be deducted from or added to the value of the Position. The applicable fees and rebates may be amended from time to time and are available on our Website: www.deribit.com/kb/fees.
(c) You acknowledge and agree that all fees owed by you pursuant to this clause 13 and relating to your use of our Services will be
(i) paid by you to the Operator of the Exchange, and
(ii) collected by the Operator of the Exchange on behalf of DRB Panama.
13.3 You may be charged a Liquidation Fee if a Liquidation Process is commenced in relation to your Orders, Positions and/or Trades. The Liquidation Fee may be automatically deducted from your Account. Any Liquidation Fee paid will go into the Insurance Fund as described in clause 11 (Liquidating Positions, Forced Deleveraging, Insurance Fund and Socialised Losses).
13.4 All fees are charged automatically and are reflected in real-time. All fees will be debited from your Account in accordance with clause 4.9 (Operating and Maintaining an Account).
13.5 Unless expressly otherwise provided in these Terms, each party shall bear its own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of these Terms and any other agreement incidental to or referred to in these Terms.
13.6 A list of our current fees is available on the Website: https://www.deribit.com/kb/fees and may be amended from time to time. Your continued use of the Exchange shall be deemed to be an acceptance by you of any such periodic amendments to the fees.
14. TAXES
14.1 All amounts and fees payable to DRB Panama under these Terms shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties, and similar governmental charges, including withholding taxes, export, import and other duties imposed by any governmental agency in connection with the Services provided under these Terms.
14.2 If prescribed by law, DRB Panama is responsible for determining and collecting applicable taxes. If that is not the case, you acknowledge that you are responsible for determining what taxes, as well as to report and make payments of any tax obligations, if any, that may arise from your use of our Platform. You acknowledge that DRB Panama does not provide tax advice regarding your activities and Trades on the Platform. You understand and agree that DRB Panama may report information related to your Trades, payments, transfers, or 14 distributions made by or to you in connection with your use of the Platform to a tax or governmental authority, if required by Applicable Law. DRB Panama may periodically request tax documentation or certification of your taxpayer status as required by Applicable Law.
15. SET-OFF AND NETTING
15.1 DRB Panama has the right at any time, without notice to you, to net, deduct, set-off any amounts that you owe us from the available Crypto-assets balance in your Account (including, for instance, any fees owed to DRB Panama). In such a case, DRB Panama will become the owner of the amount of Crypto-assets corresponding to the amount retained or deducted from your Account, and no further payment or delivery will be due by either party in respect of such amount or assets that have been retained or deducted.
15.2 If on any date there are amounts which would otherwise be payable (in the same Crypto-asset or across different Crypto-assets, if we elect in our discretion for such amounts to be subject to this clause 15) under these Terms, both by us to you, and by you to us, we may, but are not obliged to, aggregate the amounts so payable on such date and each party's obligation to make the relevant original payments shall be discharged and replaced by an obligation for:
(a) you, if the relevant aggregate amount due from you is greater than the relevant aggregate amount due from us; or
(b) us, if the relevant aggregate amount due from you is less than the relevant aggregate amount due from us, to pay the other party the positive net difference between the two aggregate amounts.
15.3 If an Event of Default occurs, all obligations between DRB Panama and you, shall, upon DRB Panama's notice to you, be terminated (closed-out) and netted into one termination amount to the fullest extent permitted by Applicable Law.
16. OUR RIGHTS REGARDING YOUR ORDERS
Accepting and cancelling Orders, Positions, Trades
16.1 All offers to trade are subject to acceptance by us. We reserve the right in our sole discretion to halt or limit the use of the Platform, including placing Orders for execution on the Exchange, rejecting, modifying or cancelling unexecuted Orders, refusing to perform, terminating, or closing out any Positions and Trades (as applicable), and/or take any other steps we consider reasonable, where:
(a) in our reasonable opinion:
(i) there is a Manifest Error;
(ii) there is a Force Majeure Event;
(iii) you are subject to an Event of Default;
(iv) there is a security issue or breach of your Account or of the Platform;
(v) this is required under Applicable Law or the Rulebook of the Exchange, or not doing so would cause DRB Panama or you to breach Applicable Law or the Rulebook of the Exchange;
(vi) you have breached these Terms, or placing the Order for execution on the Exchange will cause you to breach these Terms;
(vii) you have breached any limits placed on your Account, or placing the Order for execution on the Exchange will cause you to breach any limits placed on your Account;
(viii) your Order does not comply with the Margin requirements, or placing the Order for execution on the Exchange will cause you to no longer comply with the Margin requirements; or
(ix) there is a market disruption on the Exchange;
(b) as instructed to do so by any Regulatory Body;
(c) you notify DRB Panama that you do not intend to proceed with a Trade;
(d) the Trade/Order relates to a Product and/or a Crypto-asset which has been suspended or removed from the Exchange;
(e) acting reasonably, we have another reason to; and/or
(f) these Terms are terminated in accordance with clause 20 (Term and Termination).
Trading restriction
16.2 Without prejudice to the rest of this clause 16, we reserve the right to:
(a) limit your right to place Orders;
(b) cancel or modify Orders;
(c) partially or entirely close any or all of your Positions. The latter includes, but is not limited to, a Position that is profitable and/or a Position that does not breach any Margin requirements. We can do this, without limitation, to reduce or close counterparty Position(s) that have breached the Margin requirements; and/or
(d) close any Position in a fair way and acting reasonably where a fork has occurred in relation to the Crypto-asset relevant to the Position. This includes a Position that is profitable and/or a Position that does not breach any Margin requirements.
Mistrades and Fast Market
16.3 The Operator of the Exchange may, in its absolute discretion, declare a Mistrade, either within sixty (60) minutes after a Trade is executed or following a Client's application for a Mistrade under this clause 16, in the following circumstances:
(a) the prices on which Orders are executed deviate more than the Mistrade Range;
(b) it is in the interest of maintaining an orderly and fair market or maintaining price continuity; or
(c) there is an error in the Exchange trading system.
16.4 The Operator of the Exchange may not declare a Mistrade in circumstances where a Trade cannot be reversed or adjusted because one of the parties to that particular Trade has insufficient funds in its Account to enable the cancellation or price adjustment of a Trade.
16.5 The Operator of the Exchange may declare a Fast Market at its absolute discretion, if the market conditions reasonably warrant such declaration.
16.6 Where the Operator of the Exchange declares a Fast Market, such Fast Market will last for a period of two (2) hours from the moment that the Fast Market is declared, unless the Exchange withdraws its declaration in respect of a particular Product at its absolute discretion, if market conditions reasonably warrant such withdrawal.
16.7 In circumstances where a Fast Market exists, the Exchange may, in its absolute discretion, adjust the Mistrade Range for a product up or down by such ratio as it deems reasonable in order to maintain an orderly and fair market or maintain price continuity.
16.8 Where the Operator of the Exchange declares a Mistrade, DRB Panama will communicate such Mistrade to its Clients in the following manner:
(a) by in-Platform message;
(b) by email; and/or
(c) by the Telegram messaging application.
16.9 Where the Operator of the Exchange declares a Mistrade, it may take one or more of the following actions:
(a) cancel a previously executed Trade; or
(b) adjust the execution price of an executed Trade, each of which may impact a Client's Trade.
16.10 Following a declaration of a Mistrade, the Exchange (and/or DRB Panama, as appropriate) will, within six (6) hours after the Mistrade was declared or following the decision on a Client's application for a Mistrade:
(a) reverse or adjust all relevant Trades; and
(b) adjust each Member's Account (and/or DRB Panama will adjust each Client's Account, as appropriate) balance that is affected by the declaration of the Mistrade accordingly.
16.11 Where the Operator of the Exchange declares a Mistrade and reverses or adjusts a Trade, DRB Panama shall not be liable for any Losses incurred by a Client which result from the declaration of a Mistrade and the subsequent cancellation or price adjustment of a Client's Trade.
16.12 Where the Operator of the Exchange declares a Mistrade and reverses or adjusts a Trade, the Liquidation Process as described under clause 11 (Liquidating Positions, Forced Deleveraging, Insurance Fund and Socialised Losses) does not apply.
16.13 The Operator of the Exchange may declare a Mistrade at its own initiative or on application by a Member (including an application made by DRB Panama on behalf of its Clients).
16.14 Subject to the below, if a Client considers that it has been negatively affected by a Mistrade or that there has otherwise been an error in a Trade, it may apply to DRB Panama to apply to the Exchange on its behalf:
(a) requesting that a Mistrade be declared; and
(b) for the reversal or adjustment of the relevant Trade.
16.15 A Client may not apply for the declaration of a Mistrade unless the total loss resulting from the Trade that the application refers to exceeds USD 10,000.
16.16 An application by a Client must be submitted to DRB Panama within sixty (60) minutes after the relevant Trade(s) were executed by sending an email to mistrade@deribit.com. Thereafter, DRB Panama will submit the Client's application to the Exchange within six (6) hours after its receipt of the application for review by the Operator of the Exchange.
16.17 The application must contain the following information:
(a) Client name;
(b) UID;
(c) Product name;
(d) time of execution;
(e) price; and
(f) reasons for the application.
16.18 Subject to the Rulebook of the Exchange, the Exchange will complete its review of the application made by DRB Panama on behalf of its Clients within six (6) hours (or, if it considers it reasonably necessary, extend the review period by up to twenty-four (24) hours) after the application was submitted to the Exchange.
16.19 If the Operator of the Exchange decides to refuse an application made by its Members (including applications by DRB Panama on behalf of its Clients), it will communicate such refusal to the Member, including reasons.
Security interests
16.20 To the extent permitted under Applicable Law, DRB Panama has a general lien and equitable charge on the Crypto-assets and Fiat in your Account, until any fees, charges and liabilities that you owe are paid. DRB Panama has the right to exercise the lien or charge on the Crypt-assets and Fiat in your account upon the occurrence of an Event of Default.
No liability
16.21 Where we exercise any of our rights under this clause 16:
(a) you agree that we will not be liable for any Loss you may incur;
(b) the Operator of the Exchange can determine the price you will receive for the Trade of which the Position is closed at its sole discretion, but in principle, this will be the Mark Price.
16.22 Other than as set out in clauses 15 (Set-off and Netting) and 16 (Our rights regarding your orders) and without prejudice to any other provision of these Terms, you may not assign, mortgage, lien, charge, or declare a trust over any Crypto-assets or Fiat in your Account, including equity provided, or over any of your rights under these Terms, to a third party, or take any similar action, without our prior written consent. Furthermore, you shall have no right to set-off or net any obligations owed to you by us, against obligations owed to us by you.
17. SUSPENSION AND REMOVAL OF PRODUCTS
17.1 We will not be able to execute an Order on the Exchange that is not supported or that has been removed from the Exchange by decision of the Operator of the Exchange. You will be informed of any Product that is no longer supported by the Exchange, and your Orders can therefore no longer be placed for execution by us. Although we will inform you before a Product is removed from the Exchange, to the extent this is reasonably possible, we reserve the right to do so without prior notice.
17.2 If a Product is removed from the Exchange, any outstanding Order related to this Product will be cancelled and you will be given the opportunity to withdraw the Crypto-assets from your Account.
No liability
17.3 You agree that we will not be liable for any Loss you may incur as a result of us exercising our rights under this clause 17.
SECTION C: CUSTODY OF CRYPTO-ASSETS
18. CUSTODY OF CRYPTO-ASSETS
18.1 We arrange for safekeeping of any Crypto-assets which you have transferred into your Accounts to be held and stored on your behalf, beneficially for you. This is commonly referred to as "custody".
18.2 Subject to Applicable Law, where we provide Custody Services for you:
(a) any Crypto-assets held and stored on your behalf and on behalf of other Clients shall be segregated from DRB Panama's own Crypto-assets;
(b) we may, or we may arrange for any Related Party to, store Crypto-assets in a combination of hot wallets (online storage), warm wallets (online storage but requires human involvement to sign transactions), and cold wallets (offline storage). You will not know and will not have direct access to the private keys in respect of your Crypto-assets;
(c) we may hold your Crypto-assets in our custody either directly in our wallets, or indirectly with one or more third party custodians (a list of third party service providers is available on the Website: https://www.deribit.com/kb/third-party-service-providers); and
(d) your right is to receive, and our obligation is to provide Crypto-assets of an identical type, and in the required amount. In other words, as Crypto-assets are fungible, you do not have the right, and we do not have an obligation, to transfer back the same Crypto-assets held in your Account.
18.3 As your Crypto-assets may be held in a combination of hot, warm, and cold wallets, DRB Panama or its Related Parties may be required to transfer Crypto-assets from a cold wallet to carry out your instructions, including executing a withdrawal request. This may delay the execution of your instructions up to twenty four (24) hours. This is a feature of the Platform and you agree that you accept this risk and that DRB Panama will not be liable for any Loss arising out of such delay.
18.4 We reserve the right to outsource the Custody Services provided to you to any of our Related Parties. You agree that DRB Panama will not be liable for any Loss arising out of the outsourcing of Custody Services.
18.5 We may hold non-Client Crypto-assets in custody accounts which are established to hold Crypto-assets belonging to Clients. This may include the following types of Crypto-assets:
(a) Crypto-assets which we have assumed ownership of from one or more Clients as part of a liquidation of a Client's positions which no longer meet Maintenance Margin requirements;
(b) Crypto-assets which form part of the Insurance Fund; and
(c) Crypto-assets which are used to test products and features of the Exchange before being made available to Clients.
18.6 Crypto-assets held by us in custody accounts pursuant to clause 18.5 shall be treated as "Client VAs" as defined in the VARA's rules and are held beneficially for Clients to the extent of any shortfall in the Client VAs, with any residual Crypto-assets belonging to DRB Panama. For the avoidance of doubt, you retain full legal title over the Crypto-assets which are held in your Account, in custody or pledged as Margin. We will not use such Crypto-assets as collateral for any purpose, nor will we sell, transfer, lend, hypothecate or otherwise alienate or encumber any such Crypto-assets in your Account, unless and subject to any supplemental contractual terms specifically agreed with you or in accordance with clause 7.
18.7 We may deal with Crypto-assets in accordance with your instructions including to execute an Order, to Settle any amounts which you owe under these Terms, such as fees or costs, and/or in accordance with Applicable Law.
18.8 DRB Panama may not stake Crypto-assets held in your account on your behalf nor receive any related "airdrops", "staking gains" or other similar proceeds (Rewards) unless we separately agree with you, whether explicitly or by your participation in any relevant program (subject to your eligibility for and compliance with other requirements thereof).
18.9 You agree and accept that Crypto-assets do not have the same protections as traditional financial instruments and deposits, including any financial services compensation scheme, asset protection scheme, or similar.
18.10 Notwithstanding the foregoing, we are not liable for losses of Crypto-assets which we hold for you, and/or which you transfer into or out of your Account, including, but not limited to, theft due to a hack or cyberattack, unauthorised access by a third party, loss or violation of your login details, or transferring to an incorrect address (where the error was not carried out by us), unless such Loss or loss of Crypto-assets arises directly as a result of our gross negligence, wilful default or fraud.
18.11 In the event that Crypto-assets which you custody with us are lost due to theft, a hack or other form of cyberattack, the losses will be allocated proportionally across all Clients that choose to custody their Crypto-assets with us. By using our services, you agree that your Crypto-assets may be debited by us for the purposes of allocating such losses proportionally.
Third party custodians and self-custody
18.12 You may utilise a third party custodian or self-custody your Crypto-assets with our prior written consent and you may be required to enter into supplementary terms with us. In all cases, we may withhold consent at our sole discretion.
SECTION D: MARKET SURVEILLANCE AND TERMINATION
19. MARKET SURVEILLANCE
19.1 We may be required to share information for surveillance and disciplinary purposes with a Regulatory Body, including information on large exposures in correlated markets. We may also be required to share information with the Operator of the Exchange in accordance with the Rulebook of the Exchange.
19.2 To the extent permitted under Applicable Law, you agree that:
(a) we may share any documents or information in relation to you, your Accounts, your Authorised Representatives, and all your activities with us on the Platform for the above purposes; and
(b) you will provide us with the documents and information which we request from you for the above purposes.
19.3 You waive any duty of confidentiality attaching to the information which DRB Panama is required to disclose under this clause 19.
20. TERM AND TERMINATION
20.1 These Terms continue indefinitely until terminated by a party in accordance with this clause 20.
20.2 Either party is entitled to terminate these Terms, and your Account will be closed accordingly, by giving thirty (30) days written notice to the other party.
20.3 You may at any time terminate these Terms with immediate effect by giving written notice to us if an Event of Default occurs; and/or a Force Majeure Event occurs.
20.4 We may at any time terminate these Terms with immediate effect by giving written notice to you if:
(a) there is a Force Majeure Event;
(b) you are subject to an Event of Default;
(c) we are no longer a Member of the Exchange;
(d) this is required under Applicable Law or the Rulebook of the Exchange, or continuing these Terms would cause DRB Panama, you, or another Client to breach Applicable Law or the Rulebook of the Exchange;
(e) you breach these Terms;
(f) we require you to provide us with information and/or documents to enable us to comply with our obligations under these Terms or Applicable Law, and you cannot or do not provide us with the information, or the information you provide to us is incorrect or untrue in any material respect, or is false or misleading;
(g) any representation, warranty, or undertaking you make to us proves incorrect or untrue in any material respect, or is false or misleading;
(h) we are instructed to do so by any Regulatory Body; and/or
(i) in our commercially reasonable opinion, if and to the extent deemed necessary to protect the integrity of the Platform and/or the Exchange.
20.5 Any notice to terminate these Terms is referred to as the Termination Notice. Our contact details are set out in clause 33 (Communications and Notices).
No liability
20.6 You agree that we will not be liable for any Loss you may incur as a result of us exercising our rights under this clause 20.
21. CONSEQUENCES OF TERMINATION
In the event of the termination of these Terms:
(a) any accrued rights and obligations of either party prior to the date of termination, relating to Fees and Margin requirements shall continue;
(b) we may close or cancel any existing Positions and open Orders, in accordance with these Terms;
(c) all amounts payable by you to us will immediately become due;
(d) we may terminate / lock your Account and all related information and files in such Account without liability to you;
(e) you are responsible for any fees, costs, expenses, charges, taxes, or obligations (including, without limitation, legal and court fees or Crypto-assets transfer costs) associated with the closing of your Account;
(f) we will use commercially reasonable efforts to return any Crypto-assets in your Account (subject to our rights of set-off and other rights under these Terms) failing which the balance Crypto-assets in your Account may be permanently lost and DRB Panama shall not be in any way obligated or liable to recover your lost Crypto-assets in any manner whatsoever;
(g) you agree that in the event that the costs of closing your Account exceed the value in your Account, you will be responsible for reimbursing us; and
(h) you agree and understand that we have the right to take any and all other necessary and appropriate actions pursuant to:
(i) these Terms;
(ii) requests from any Regulatory Body; or
(iii) Applicable Law.
21.2 The following provisions of these Terms are constituted to survive any termination or expiration of these Terms: clause 6 (Capacity), clause 13 (Fees), clause 15 (Set-off and Netting), Section D (Market Surveillance and Termination), clause 27 (Record Keeping), clause 30 (Privacy), clause 31 (Confidentiality), clause 32 (Our Intellectual Property), and clause 38 (Miscellaneous).
Liquidating Positions following termination of these Terms
21.3 If these Terms are terminated, we may, by notice to you, specify a day on which the Operator of the Exchange will commence the termination and liquidation of any open Positions and cancellation of any Orders (and we shall use reasonable endeavours to ensure such day specified by us is no later than fourteen (14) days from the date specified in the Termination Notice) in accordance with the Rulebook of the Exchange. DRB Panama will have no liability whatsoever for any action taken or omitted to be taken by the Operator of the Exchange in respect of the termination and liquidation of open Positions.
No liability
21.4 You agree that we will not be liable for any Loss you may incur as a result of us exercising our rights under this clause 21.
SECTION E: REPRESENTATIONS AND UNDERTAKINGS, AND LIABILITY AND INDEMNITIES
22. YOUR REPRESENTATIONS AND WARRANTIES
You represent, warrant and undertake to DRB Panama, at the date of these Terms, when using the Platform, as of the date of each Order sent by you via the Platform, and as of the date of each Trade that DRB Panama may enter into on your behalf following your instructions, that:
(a) you have full power and authority to enter into these Terms and to instruct DRB Panama to execute orders on your behalf on the Exchange;
(b) you have understood and accepted these Terms;
(c) you are not a Restricted Person, you are not a resident or representative of an entity in a Restricted Jurisdiction and you are not infringing any Applicable Law of your country of residence or incorporation as the case may be; you, or any party affiliated to you, are not in any way a Restricted Person or under investigation in relation to anti-money laundering laws, counterterrorism financing laws, anti-corruption laws, economic sanctions laws or related regulations;
(d) you have knowledge and experience in trading Crypto-assets and each Product (as relevant) and are aware of the risks related to the Exchange and services including, but not limited to, high volatility risk of Crypto-assets and the fact that you may lose all your Crypto-assets in your Account if the market moves against you;
(e) you will only deposit, trade and withdraw Crypto-assets from your Account, that you legally and beneficially own and that have been legally obtained by you;
(f) the information and documents you provide to us, or any Regulatory Body upon our request, are correct, genuine and up to date and you will notify us promptly if there is any material change to any information and documents you have provided to us; and
(g) you will at all times comply with Applicable Law.
23. YOUR UNDERTAKINGS
You undertake to us that:
(a) you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, approvals, licences and authorisations required to enter into these Terms and to place Orders with DRB Panama;
(b) you will provide to us such information that we may reasonably request from time to time in order to enable us to comply with our regulatory and contractual obligations or such further information as may be properly required by any Regulatory Body, in each case promptly following such request;
(c) you will not engage in any behaviour, act, or omission which constitutes (or is likely to constitute) any form of market abuse or manipulation, including spoofing orders or otherwise;
(d) you will not engage in any behaviour, act, or omission which constitutes any form of money laundering, bribery or corruption, fraud or any other breach of Applicable Law;
(e) you will not engage in any behaviour, act, or omission which is harmful (or is likely to be harmful), for example which adversely affects fair and orderly trading on the Exchange;
(f) you will not engage in any behaviour, act, or omission in order to reverse engineer or avoid any security measures on the Platform (or is likely to, or is aimed at doing so);
(g) you will not engage in any behaviour, act, or omission, including using the Platform in any way that causes (or is likely to cause):
(i) damage to the Platform or the operation of Platform; or
(ii) the impairment of the availability or accessibility of the Platform;
(h) you will not use the Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of, or is connected to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(i) you will not perform any (distributed) denial of service or other malicious attacks, or conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on our systems;
(j) you will not engage in any behaviour, act, or omission which breaches (or is aimed at breaching) the Terms and/or Applicable Law; and/or
(k) you will promptly notify us of the occurrence of any Event of Default with respect to yourself.
24. LIMITATION OF LIABILITY
24.1 To the extent permitted by Applicable Law (including consumer law), we (including our Related Parties and the Operator of the Exchange, directors, members, employees and agents) will not be liable for any Loss arising out of:
(a) your use of the Platform, your Account, all materials made available on the Platform for your own personal use, or any other product, Service or other items provided by, or on behalf of, DRB Panama, under any means of access under or as a result of these Terms;
(b) any content provided by third parties on the Website, including, without limitation, links to web pages of third parties;
(c) any performance or non-performance of the above mentioned;
(d) the above mentioned being unavailable;
(e) any action that we take as part of our rights and/or obligations under these Terms;
(f) any action that the Operator of the Exchange may take as part of its rights and/or obligations or any action reasonably taken by DRB Panama as a result of such action;
(g) any action or failure to act of the Operator of the Exchange including any dysfunction of the Exchange that may impact the performance of our obligations under these Terms, including in connection with any Liquidation Process as described under clause 11 (Liquidating Positions, Forced Deleveraging, Insurance Fund and Socialised Losses).
unless such Loss arises directly from our or their respective gross negligence, wilful default or fraud.
24.2 Without limitation, we do not accept liability for any adverse tax implications of any activity through the Platform or of any service that we provide to you under or as a result of these Terms.
24.3 We do not exclude liability for death or personal injury or otherwise to the extent we are not permitted to do so as a matter of Applicable Law.
24.4 Under no circumstances shall we be liable to pay any compensation for your alleged damages before you have reported the damages to us in detail. Any claim for compensation will lapse if you have failed to report such claim to us within three (3) months after such alleged damages arising.
25. FORCE MAJEURE
25.1 A party shall not be in breach of these Terms nor liable for any Loss for delay in performing, or failure to perform, any of the obligations under these Terms if such delay or failure results from a Force Majeure Event.
25.2 We will take commercially reasonable steps to act in your best interests when a Force Majeure Event occurs and may suspend or alter part or all of these Terms, to the extent that we can no longer comply with these Terms.
26. INDEMNITIES
26.1 You agree to defend, indemnify, and hold harmless DRB Panama (including our Related Parties, directors, members, employees and agents (for the purpose of this clause 26, together the Indemnified Parties)) from any Loss arising out of or relating to:
(a) your non-performance in any Trade, or the lack of authenticity or unenforceability of any Trade entered into with a counterparty;
(b) your use of, or conduct in connection with, the Platform;
(c) your breach, or our enforcement, of these Terms;
(d) the occurrence of an Event of Default; or
(e) your violation of any Applicable Law or the rights of any other person or entity during your use of the Platform.
26.2 If you are obligated to indemnify any Indemnified Party, pursuant to these Terms, we will have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and, if so, on what terms.
SECTION F: MISCELLANEOUS
27. RECORD KEEPING
27.1 Information about your activities with DRB Panama, which include records of your Available Balance, Orders, Trades, Positions, unrealised profit and loss, Margin requirements, as well as other information about your activity is available in your Account(s) via the Platform.
27.2 Your Account(s) will be updated in near real-time after any activity takes place.
27.3 We may record video calls using software applications such as Telegram and we may use these recordings as evidence for a particular purpose or in relation to Disputes as well as for our ongoing quality control and training programme. Subject to compliance with Applicable Law, you hereby consent to us recording your voice or image for the purposes of this clause 27, unless you expressly object to such processing.
27.4 We may also maintain a record of all electronic communications sent by or to us. All those recordings and records will be maintained at our absolute discretion and are our property and can be used by us in the case of a Dispute. You hereby consent to the use and admissibility of any such recording as evidence in any dispute or anticipated dispute between the parties which relates to the dealings between the parties.
27.5 Our records, including Confirmations, unless shown to be wrong, will be evidence of your trading activity with DRB Panama. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion. In the event you request records from us we reserve the right to charge you for any records we may provide in response to such request.
27.6 We may keep records of information about Orders, Trades, and Positions that DRB Panama has entered into on your behalf, and other information which you've provided to us during the term of these Terms in accordance with Applicable Laws. We will keep these records for at least eight (8) years after the termination of these Terms. This period may be extended at the request of a Regulatory Body.
28. CONFLICTS OF INTEREST
28.1 DRB Panama has in place internal policies and arrangements to help manage any conflicts which may arise when we provide the Platform and related services, including our Conflicts of Interest Policy which is available on the Website: https://support.deribit.com/hc/en-us/articles/25944547584925-Conflicts-Of-Inte rest-Policy.
28.2 We may enter into Commission-Sharing Agreements with Introducers and other third parties that provide services to you.
29. REPORTING
29.1 Pursuant to Applicable Law, DRB Panama may be required to:
(a) report details of Trades we have entered into on your behalf, and details about you to a Regulatory Body, trade repository, or similar; and/or
(b) make information about certain Trades public.
29.2 You undertake to provide us, prior to the execution of an Order, and if required after the Trade, with the required information to enable us to meet our reporting and disclosure obligations as required under Applicable Law.
29.3 DRB Panama will not carry out any reporting or disclosures on your behalf should you have similar obligations under Applicable Law.
30. PRIVACY
30.1 We are committed to handling information and personal data provided to us responsibly and in accordance with Applicable Law. By accepting these Terms, you agree and acknowledge that you have been provided with, and have read and understood, our privacy policy, which is also available on the Website: https://support.deribit.com/hc/en-us/articles/25944470689309-Privacy-Policy. We will use personal data provided to us as set out in our privacy notice. If you have any questions about the way in which we use your personal data, you can contact us. Our contact details are set out at clause 33.4 (Communications and Notices), as well as in our privacy notice.
30.2 The personal data we have collected from you may be shared with law enforcement agencies, fraud prevention agencies, and third parties, who will use it to prevent fraud and money-laundering and to verify your identity. If potential or actual fraud or money laundering is detected, you could be refused certain services, finance, or employment. For further details please see our privacy notice.
30.3 You consent to, and where relevant confirm that you have procured the necessary consents from others whose personal data you have provided to us, the use, sharing and disclosure of personal data pursuant to these Terms.
31. CONFIDENTIALITY
31.1 Subject to the following provisions of this clause 31, each party shall treat as strictly confidential, and shall not use for any purpose other than one connected with these Terms, all information received or obtained as a result of accepting or performing these Terms which relates to Confidential Information.
31.2 You agree that DRB Panama may share any Confidential Information with its employees, representatives, officers, agents and DRB Panama group entities involved in the functioning of the Platform and the Exchange, the settlement of the Trades and the custody of the Crypto-assets allocated as Margin, as well as to any Internet service provider or any other third party agent or service provider, or to any third party as it may deem necessary in its discretion provided that such third party has entered into a confidentiality agreement, in order to exercise its rights, to carry out its obligations and to provide its services under these Terms.
31.3 Each party may, subject to compliance with the Data Protection Laws, disclose Confidential Information:
(a) to its directors, executives and employees on a strictly need to know basis;
(b) to the professional advisors and auditors of that party, a member of its group (including such group member's directors, executives and employees on a strictly need to know basis), and/or its ultimate shareholders, each under terms of confidentiality;
(c) where required by Applicable Law;
(d) to any recognised investment exchange or regulatory or governmental body to which a party is subject or submits, wherever situated, whether or not the requirement for information has the force of law;
(e) where the information has come into the public domain through no fault of that party at the time the disclosure is made;
(f) where the party to which such information relates has given prior written consent to the disclosure;
(g) where the information was already known to the receiving party prior to its disclosure; and/or
(h) where such disclosure or use is in accordance with these Terms.
31.4 Distribution or disclosure of any Confidential Information to any other person or under any other circumstances than those specified in this clause 31 is unauthorised and strictly prohibited. The parties acknowledge that any non-compliance with, violation or breach of these Terms with respect to any Confidential Information may result in serious and irreparable harm to us and we are therefore entitled to seek all necessary and available legal remedies (including injunctive relief) against you to protect our interests or to prevent any such injuries.
32. OUR INTELLECTUAL PROPERTY
32.1 All Intellectual Property Rights in the Platform, and all content included in or made available as part of our services, are the property of DRB Panama, its Related Parties, affiliates or its licensors and are protected by local and international intellectual property laws and treaties.
32.2 Subject to these Terms, we grant you a worldwide, revocable, non-exclusive, non-sublicensable and non-transferable right / licence to access and use the Platform (and any means of access to the Platform), including the Website, your Account, all materials made available on the Platform for your own use and in accordance with the terms and for the duration of these Terms.
32.3 The use of market data and/or derived data is for personal use only. You are not allowed to aggregate, resell, publish, forward or in any other way process market data and/or derived data (except for personal use) without prior written approval from us. Our contact details are set out at clause 33.4 of these Terms.
32.4 You must not use our Intellectual Property Rights for any purposes other than those strictly stipulated by these Terms, nor may you modify, copy, display, adapt, alter, translate, create derivative works, distribute or commercially exploit any of our Intellectual Property Rights, data or materials, remove any proprietary notices from any of our Intellectual Property Rights, grant access to our Intellectual Property Rights to any unauthorised person, reverse-engineer, decompile, correct any errors, defects or any other anomaly in any of our Products (that is, reproduce them after a detailed examination of their construction or composition), frame, display, mirror, or develop any product based on our products in whatsoever manner, attempt to disable, bypass, modify, defeat, or otherwise circumvent any protection system applied to or used as part of the services.
33. COMMUNICATIONS AND NOTICES
Communications
33.1 We will communicate with you, which includes providing you with information, statements, and notifications, including notifications about changes to these Terms, via electronic communication such as, email, push notifications, the Platform, the Website, as well as PDF documents or by any other durable medium that is not paper. We may also communicate with you using other methods, for example if this is required by Applicable Law, such as post, Telegram, and/or any other means of communication.
33.2 You consent to the provision of information and notifications not personally addressed to you.
33.3 When communicating with you, we will use the contact details you gave us when you applied to be a Client or when you last updated your contact details. If your details change, including your email address, contact numbers, name, address, jurisdiction of operation or residence, etc., you must tell us as soon as possible. If you do not inform us, you may not receive important information from us.
33.4 If you have any questions about these Terms, or would like to speak to us, you can contact us in the following ways:
(a) by email at info@deribit.com;
(b) via Telegram (https://t.me/deribit);
(c) via a relevant Slack channel; or
(d) as otherwise notified from time to time on the Website.
33.5 These Terms accepted by you, and all information, statements and notifications between you and us, will be in English and we will communicate in English. If we provide you with documents in another language, and there is an inconsistency, the English version will prevail.
Notices
33.6 A notice, confirmation, instruction, request, approval, consent or other communication in connection with these Terms:
(a) must be in writing, which includes electronically, unless agreed otherwise; and
(b) in writing may be:
(i) correspondence sent by registered and tracked first-class post providing proof of postage (or other equivalent postal service) or courier guaranteeing next day delivery to the address that is notified by one party to the other from time to time; or
(ii) sent by email to the email address that is notified by one party to the other from time to time ("nominated email address") or sent by any other electronic service or other method of delivery that has been agreed between you and DRB Panama; or
(iii) made available, by DRB Panama at the Website or other electronic address that DRB Panama notifies to you from time to time, in a manner where the information can be stored in a manner that cannot be altered, which is accessible for an adequate period of time, and able to be reproduced unchanged; and
(c) any notices given by post internationally will be deemed to take effect seven (7) Business Days after dispatch.
34. COMPLAINTS
34.1 If you are unhappy with the Services or something has gone wrong on the Platform, please contact our support department. Our contact details are set out at clause 33.4 (Communications and Notices) of these Terms.
34.2 If our support department has not resolved your issue, please submit a written complaint to our compliance department by emailing compliance@deribit.com or filling out a complaint form on the Website: https://drblegal.zendesk.com/hc/en-us.
34.3 The compliance department will acknowledge receipt of complaints as soon as possible, and usually within one (1) week of a complaint being made. Complaints will be dealt with quickly and fairly and within:
(a) four (4) weeks; or
(b) if there are extraordinary circumstances within eight (8) weeks, of the complaint being made.
34.4 We will notify you if there are extraordinary circumstances within four (4) weeks of your complaint being made. For more information, please review our Complaints Handling Procedure on our Website: https://support.deribit.com/hc/en-us/articles/25944499886237-Complaints-Policy.
35. ASSIGNMENT
35.1 To the extent permitted by Applicable Law, we may assign, transfer and/or novate these Terms and/or any of our rights and/or obligations to any other appropriate firm of suitable expertise, if we determine in our commercially reasonable opinion that such firm can offer comparable quality and services. This may require us to transfer the available Crypto-assets and/or Trades in your Account to an account provided by the appropriately regulated firm. Before we do this, we will give you thirty (30) days' notice.
35.2 If you do not want us to transfer your Account, you must let us know within the thirty (30) days' notice period, in which case we will take this as your notice to terminate these Terms. Otherwise, your continued access to the Platform will be considered as acceptance of any assignment and novation.
35.3 You may not assign, transfer, and/or novate these Terms and/or any of your rights and/or obligations to another person, whether by operation of law or otherwise, or whether on a permanent or temporary basis without our prior written agreement.
36. AMENDMENTS
36.1 We may make changes to these Terms with you from time to time, for non-material or administrative reasons. To the extent that any such changes are material or could put you at a disadvantage, we will endeavour to notify you in writing at least thirty (30) days before the change is due to take effect or as soon as is otherwise practicable.
36.2 Your continued access to the Platform will be considered as acceptance of any changes to these Terms. If you do not agree to a change, please contact us, in which case we will take this as your notice to terminate the Terms.
36.3 The variation of the Terms is without prejudice to the rights, obligations and liabilities of either party which have accrued prior to the variation, including any rights and obligations under any Trade.
37. INVALIDITY AND SEVERABILITY
37.1 If any provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction:
(a) the validity, legality and enforceability under the law of that jurisdiction of any other provision; and
(b) the validity, legality and enforceability under the law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way.
37.2 If any provision of these Terms shall be held by a court of competent jurisdiction to be void or declared illegal, invalid or unenforceable for any reason whatsoever, such provision shall be divisible from these Terms and shall be deemed to be deleted from these Terms and the validity, legality and enforceability of the remaining provisions shall not be affected.
38. MISCELLANEOUS
38.1 (No partnership) Nothing in these Terms and no action taken by the parties pursuant to these Terms shall constitute, or be deemed to constitute a partnership, association, joint venture or other co-operative entity.
38.2 (No waiver of terms) A waiver of any term, provision or condition of, or consent granted under, these Terms shall be effective only if given in writing and signed by the waiving or consenting party and then only in the instance and for the purpose for which it is given.
38.3 (No waiver of rights) Any failure or delay on the part of any party in exercising any right, power or privilege under these Terms is not and should not be presumed to be a waiver thereof. Any single or partial exercise of any right, power or privilege is not and should not be presumed to preclude any other or further exercise thereof, or the exercise of any other right, power or privilege of that party.
38.4 (No waiver of breaches) No breach of any provision of these Terms shall be waived or discharged except with the express written consent of the other party.
38.5 (Legal process) We reserve the right to follow up on court orders and to provide information to law enforcement agencies globally if we receive a request from such a law enforcement agency. We require that the request of a law enforcement agency is accompanied by an appropriate legal process. For example, production orders, search warrants, freezing orders, seizure orders and subpoenas, but also requests for voluntary disclosure of data may all amount to legal process.
38.6 (Governing law) These Terms, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms or their formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with the English law.
38.7 (Governing jurisdiction) Each party to these Terms irrevocably agrees that the Courts of England and Wales shall have exclusive jurisdiction to hear, settle and/or determine any claim, case, demand, proceeding, suit, controversy, allegation or action, including breach of contract, tort, including negligence (whether active, passive or imputed), product liability, strict liability, negligent misrepresentation, restitution, breach of statutory duty and any other cause of action, dispute or difference, of whatever nature, arising under, out of or in connection with these Terms including any question regarding its existence, validity, formation or termination, or relating to the use of, or inability to use, the Platform or any of our Services (a Dispute).
38.8 (Entire agreement) You and DRB Panama acknowledge and agree that:
(a) these Terms constitute the entire and only agreement between us and you relating to the subject matter of these Terms; and
(b) it has not been induced to accept these Terms in reliance upon, nor has it been given, any warranty, representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in these Terms and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto,
provided that the provisions of this clause 38.8 shall not exclude any liability which any of the parties would otherwise have to any other party or any right which any of them may have in respect of any statements made fraudulently by any of them prior to the execution of these Terms or any rights which any of them may have in respect of fraudulent concealment by any of them.
SECTION G: DEFINITIONS AND INTERPRETATION
In these Terms the following words, expressions, and abbreviations shall have the following meanings, unless the context otherwise requires:
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Account |
Account means a Main Account or a Subaccount on the Platform which has its own user ID. |
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API |
API means an application programming interface that enables you to externally manage your Account and place Orders for execution by DRB Panama on your behalf. |
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Applicable Law |
Applicable Law means, with respect to any person, all Applicable Law and regulation, including (but not limited to), the articles, by-laws, rules, policies, procedures, and any other applicable regulatory, self-regulatory or governmental authority requirements, or a clearing house or settlement system applicable to that person's activities on the Platform. |
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Authorised Representative |
An Authorised Representative means a person who is specifically authorised (at your discretion) to act on your behalf as further set out in clause 6 (Capacity) of these Terms. |
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Available Balance |
Available Balance means the monetary value of Crypto-assets (based on the different currencies that the Crypto-assets in your Account are quoted in) in your Account which can be utilised to support Margin. |
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Base Currency |
Base Currency means the first Crypto-asset or Fiat stated in a Trading Pair. |
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Brokerage Services |
Brokerage Services has the meaning given to it in clause 1.5 (Introduction) of these Terms. |
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Business Day |
Business Day means Monday to Friday during hours on which commercial and clearing banks are open for general business in Panama, excluding public holidays. |
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Client |
Client means a natural or legal person being a customer of DRB Panama. |
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Commission-Sharing Agreement |
Commission-Sharing Agreement means a contractual arrangement in which DRB Panama shares fees, commissions, or other financial benefits with an Introducer or third party in exchange for referrals. |
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Complaints Handling Procedure |
Complaints Handling Procedure means the policy setting out DRB Panama's structured process for receiving, reviewing, and resolving Clients' complaints promptly and fairly. |
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Confidential Information |
Confidential Information means all information relating to DRB Panama, DRB Panama group entities or a Client's business, personnel, clients or financial or other affairs which is not publicly known including, without limitation, information relating to: (a) these Terms; (b) the Platform, the Exchange, and any services available on the Exchange; and/or (c) future projects, business development or planning, commercial relationships and negotiations. |
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Confirmation |
Confirmation means a written confirmation provided to you by DRB Panama, confirming the execution of your Order on the Exchange and the Trade you are entering into, including but not limited to the Settlement date and the Base Currency. |
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Conflicts of Interest Policy |
Conflicts of Interest Policy means the policy setting out DRB Panama's framework to ensure that all decisions and actions are made without personal gain or influence, maintaining transparency and integrity in all business dealings. |
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Contract Date |
Contract Date means the date when the Product is entered into. |
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Contract Specifications |
Contract Specifications means the procedures and rules applicable to trading specific Crypto-assets, Products or classes thereof, on the Exchange, available on the Website. |
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Counter Currency |
Counter Currency means the second Crypto-asset or Fiat stated in a Trading Pair. |
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Cross Collateral Portfolio Margin |
Cross Collateral Portfolio Margin means the margin mechanism within a Main Account or Subaccount whereby all Positions in that Main Account or Subaccount are being offset against each other, and the Margin Balance is equal to the sum of the Margin of all currencies in the Main Account or Subaccount. |
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Cross Collateral Standard Margin |
Cross Collateral Standard Margin means the margin mechanism where each Position is margined independently within a Main Account or Subaccount and where the Margin Balance will be the sum of all valuations in all Collateral currencies in that Main Account or Subaccount. |
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Crypto-asset |
Crypto-asset means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology, for investment purposes or used as an exchange or payment tool. |
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Custody Services |
Custody Services has the meaning given to it in clause 1.6 (Introduction) and Section C of these Terms. |
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Data Protection Laws |
Data Protection Laws means the applicable regulation protecting individuals when their data is being processed by the private sector and most of the public sector. |
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Delivery Price |
Delivery Price means the time-weighted average price of the Index to determine at which prices instruments are delivered at the point of expiry. |
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DRB Panama |
DRB Panama has the meaning given to it in clause 1.1 (Introduction) of these Terms. |
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Derivative Contract |
Derivative Contract has the meaning given to it in clause 1.5(b) (Introduction) of these Terms. |
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Dispute |
Dispute has the meaning given to it in clause 38.7 (Miscellaneous – Governing Jurisdiction) of these Terms. |
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Event of Default |
Event of Default means the occurrence of any of the following events: (a) your breach, repudiation, or default (however characterized) under these Terms, of or related to any Order, Position or Trade, including but not limited to the failure to make a payment including of fees, charges, costs, or delivery of Margin, Base Currency, Crypto-assets, or to perform any other obligations in connection with any Order, Position or Trade when due; (b) any action is taken or event occurs which DRB Panama reasonably considers might have a material adverse effect upon your ability to perform your obligations under these Terms; (c) if DRB Panama determines in its reasonable discretion that you may have violated any Applicable Law in connection with your use of the Platform; (d) if DRB Panama determines in its reasonable discretion that you may have violated any accepted market practice in connection with your use of the Platform; (e) if DRB Panama determines in its reasonable discretion that any representation or warranty made or deemed to have been made by you to us is false or misleading in any material respect when made or repeated or deemed to have been made or repeated; (f) the commencement by or against you of a proceeding under any bankruptcy, insolvency or similar law, or the appointment of a receiver, conservator or similar official in your respect, or the taking by you of any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; (g) we, or you, do not have, fail to have or no longer have the requisite regulatory approvals, licences, permissions, authority, or similar to be able to carry out our obligations under these Terms; including the freezing, pausing, revoking, or cancellation of such; (h) an event which significantly disrupts the market, which could include (but is not limited to) the premature close of trading in the market of a product or currency, excessive movements in the exchange rate, price, supply or demand of a product or currency, whether regulated or unregulated that any Product relates to; and/or (i) if DRB Panama determines in its reasonable discretion that any of the above events is likely to happen in the immediate future. |
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Exchange |
Exchange has the meaning given to it in clause 1.4 (Introduction) of these Terms. |
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Fast Market |
Fast Market means a market condition (which may change over time and may vary based on the Crypto-assets traded) where due to high levels of price volatility in a particular Product, the price of that Product deviates by more than a pre-determined range, for example, if the price deviates more than ten (10) percent of the market price within the preceding sixty (60) minutes. The Fast Market conditions will be set out on the Website. |
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Fiat |
Fiat means money or currency that is: (a) issued by a national government; (b) designated by the relevant issuing government to be legal tender; (c) not backed by a commodity; and (d) traded on international foreign exchange markets. Examples include the US dollar, the Euro, the UAE dirham, the Japanese yen, and the Australian dollar. |
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Final Settlement |
Final Settlement means the Settlement of Positions that are held until the final settlement time / maturity of a Derivative Contract (as published on the Website), according to the Settlement process set out in clause 12 (Ongoing Information) of these Terms. |
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Force Majeure Event |
Force Majeure Event means any event beyond our reasonable control, such as – but not limited to – flood, extraordinary weather conditions, earthquake, or any other Act of God, fire, war, insurrection, riot, labor dispute, accident, the action of government, failure of our suppliers to comply with their obligations, a communications failure (including internet), power failure, or equipment software malfunction. |
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Indemnified Parties |
Indemnified Parties has the meaning given to it in clause 26.1 (Indemnities) of these Terms. |
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Index |
Index means an index of a Crypto-asset that is calculated to determine a reliable spot price of that particular Crypto-asset by using a basket of one or more sources. The Index Price is then used to determine a Delivery Price for options and futures on expiry. |
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Initial Margin |
Initial Margin means the amount: (a) in relation to an open Order on a Derivative Contract: the margin that is required to enter into a new position or increase an existing Position; (b) in relation to an open Position on a Derivative Contract: the margin that is blocked due to open Positions; (c) in relation to Market Maker protection settings: the margin that is blocked by the quantity set; (d) in relation to Cross Collateral Standard Margin: the sum of all initial margin for all instruments that settle in a Settlement Currency X + the sum of the initial margin for all instruments that settle in other Settlement Currencies, converted into the Settlement Currency X; and, (e) in relation to the Cross Collateral Portfolio Margin: calculated through a risk-based model that takes into account all instruments across all currencies that is expressed in a Settlement Currency. |
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Institutional Investor |
Institutional Investor means the criteria a Client needs to satisfy to be classified as set out on the Website at https://support.deribit.com/hc/en-us/articles/26327903944221-Investor-classification, as may be updated and amended from time to time as a result of changes to Applicable Law, criteria imposed by the Exchange or a regulatory body, or at DRB Panama's discretion. |
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Insurance Fund |
Insurance Fund means the total amount of Liquidation Fees (comprising Crypto-assets and contributions from the Operator of the Exchange as it may deem necessary from time to time), minus any applicable taxes, available to cover for Losses when a Client's Account is bankrupt after the Liquidation Process. |
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Intellectual Property Rights |
Intellectual Property Rights has the meaning given in clause 32 (Our Intellectual Property) of these Terms. |
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Introducer |
Introducer means an individual, company, or entity that refers or introduces potential Members to DRB Panama, whether directly or indirectly, in exchange for a financial benefit. |
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Inverse |
Inverse refers to the instruments that settle in the Base Currency. |
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Linear |
Linear refers to the instruments that settle in the Settlement Currency USDC. |
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Liquidation Fee |
Liquidation Fee means the fee which a Client may be required to pay upon the liquidation of its Positions and/or Trades. |
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Liquidation Process |
Liquidation Process has the meaning given to it in clause 11.1 (Liquidating Positions, Forced Deleveraging, Insurance Fund and Socialised Losses) of these Terms. |
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Login Credentials |
Login Credentials means any log-in credentials, application programming interface (API) private keys, two-factor authentication seeds, email encryption private keys and other access tokens, access details or account details relating to an Account. |
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Loss |
Loss means all: (a) direct damages, liabilities, losses and reasonable out-of-pocket costs and expenses (including reasonable attorneys' fees) of a similar nature arising out of a Dispute or otherwise in relation to the Services provided under these Terms, including losses from Trades; and (b) indirect, special, incidental, consequential, punitive or other damages or losses of a similar nature arising out of any form of Dispute or otherwise in relation to the Services provided under these Terms, including loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation and loss of, damage to or corruption of data. |
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Main Account |
Main Account means the account that is assigned to a Client at the point DRB Panama accepts that Client's application / registration on the Platform and excludes any Subaccount. |
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Maintenance Margin |
Maintenance Margin has the meaning given to it in the Rulebook of the Exchange. |
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Manifest Error |
Manifest Error means any error that we reasonably believe to be obvious or easily demonstrable without extensive investigation. |
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Margin |
Margin means the Crypto-assets you are required to provide as collateral or security, and, where required, that may be utilised to manage the credit arising from potential Losses incurred by you, in respect of a relevant Trade. There are two types of Margin, "Initial Margin" and "Maintenance Margin". |
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Margin Balance |
Margin Balance means: (a) on a Segregated Standard Margin account: the Margin minus the Mark Price of each option position multiplied by its Position, calculated on a per Crypto-asset type basis, rather than an aggregated basis; (b) on a Segregated Portfolio Margin account: equal to the Margin, calculated on a per Crypto-asset type basis, rather than an aggregated basis; (c) on a Cross Collateral Standard Margin account: (BTC) Margin + (BTC) equivalent value of equity in other Cross Collateral currencies (ETH, USDC, USDT) - the equivalent value of the options in (BTC) in the Account; and (d) on a Cross Collateral Portfolio Margin account: (BTC) Margin + (BTC) equivalent value of equity in other Cross Collateral currencies (ETH, USDC, USDT). (Examples in definition for c and d is for BTC as Settlement Currency.) |
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Mark Price |
Mark Price means the fair value, calculated for an instrument, in order to determine the value of a Position and the Margin requirements. |
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Member |
Member means a person (natural person or otherwise) who has been approved by the Operator of the Exchange as a member and has direct access to the Exchange. DRB Panama qualify as a Member, but its Clients do not. |
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Mistrade |
Mistrade means a Trade or trading conditions where: (a) the traded price for the Product deviates more than Mistrade Range; and (b) is subsequently declared as a Mistrade by the Exchange. In the absence of a mark price or a discussion about the mark price, the Exchange may, in its sole discretion, consult two (2) market makers in that particular product. |
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Mistrade Range |
Mistrade Range means the percentage price ranges from the relevant Exchange index price or mark price that a Crypto-asset may deviate from under normal market conditions as set out in a table published and updated from time to time by the Operator of the Exchange on the Website. |
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Operator of the Exchange |
Operator of the Exchange means Deribit FZE, a Virtual Asset Service Provider (VASP) regulated by the Dubai Virtual Assets Regulatory Authority (VARA) with licence number L-2994, in charge of operating the Exchange in accordance with the Rulebook of the Exchange. |
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Order |
Order has the meaning given to it in clause 1.5 (Introduction) of these Terms, being a firm offer placed by you through the Platform, for execution by DRB Panama on your behalf on the Exchange to enter into a Product, at a specific value or volume, which if executed results in a Trade. |
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Platform |
Platform has the meaning given to it in clause 1.7 (Introduction) of these Terms. References to the Platform include references to the API, mobile and/or web-based application, as the case may be. |
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Position |
Position means any outstanding commitment a Client has in connection with the Trade executed on its behalf. |
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Product |
Product means a Derivative Contract or a Spot Trade. |
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Qualified Investor |
The criteria a Client needs to satisfy to be classified as a Qualified Investor as set out on the Website at https://support.deribit.com/hc/en-us/articles/26327903944221-Investor-classification, as may be updated and amended from time to time as a result of changes to Applicable Law, criteria imposed by the Exchange or a regulatory body, or at DRB Panama's discretion. |
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Regulatory Body |
Regulatory Body means any regulatory, governmental, civil, judiciary, state body, or similar, having jurisdiction over DRB Panama or the Operator of the Exchange. |
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Related Party |
Related Party means with respect to DRB Panama, any other undertaking which, directly or indirectly, controls, is controlled by, or is under common control with DRB Panama. |
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Restricted Jurisdiction |
Restricted Jurisdiction means those jurisdictions in which, if you are located, incorporated or otherwise established in, access or use of the Platform is not allowed. The Restricted Jurisdictions are set out on the Website at https://www.deribit.com/kb/deribit-restricted-countries. |
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Restricted Person |
Restricted Person means a person or entity that is: (a) listed or referred to on, or owned or controlled by a person or entity listed or referred to on, or acting on behalf of a person or entity listed or referred to on, any sanctions list; (b) located in, incorporated under the laws of, or acting on behalf of a person or entity located in or organised under the laws of, any country or territory that is or has been the target of and/or subject to any comprehensive country- or territory-wide sanctions; or (c) otherwise a target of sanctions. |
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Retail Investor |
Retail Investor means a Client which is neither an Institutional Investor nor a Qualified Investor. |
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Risk Disclosure |
Risk Disclosure means DRB Panama's communication of the potential risks associated with our products and services to ensure that Clients make informed decisions. |
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Rulebook of the Exchange |
Rulebook means the Exchange Rulebook of the Operator of the Exchange (available at https://support.deribit.com/hc/en-us/articles/25944555524125-Deribit-Exchange-Rulebook) which sets out conduct of business requirements which apply when Members make use of the Exchange, the rules and procedures for fair and orderly trading on the Exchange, and the powers of the Operator of the Exchange to supervise the activity on the Exchange. |
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Segregated Portfolio Margin |
Segregated Portfolio Margin means the margin mechanism within a Crypto-asset whereby all positions in that specific Crypto-asset are being offset against each other. |
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Segregated Standard Margin |
Segregated Standard Margin means the margin mechanism where each Position is margined independently within an Account. Segregated Standard Margin is the default margin mechanism. |
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Services |
Services means the Brokerage Services and the Custody Services. |
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Settlement and Settle |
Settlement and Settle have the meaning given to them in clause 12.6 (Ongoing Information). |
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Settlement Currency |
Settlement Currency means the Crypto-asset in which a Trade settles. |
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Spot Trade |
Spot Trade has the meaning given to it in clause 1.5(a) (Introduction) of these Terms |
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Subaccount |
Subaccount means a separate account listed under an existing Main Account and is margined independently from other Accounts and Subaccounts |
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Termination Notice |
Termination Notice has the meaning given to it in clause 20.5 (Term and Termination) of these Terms. |
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Terms |
Terms means these Terms of Service as described in clause 1.2 (Introduction). |
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Trade |
Trade means you entering into a Product following the execution of your Order on your behalf by DRB Panama on the Exchange. |
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Trading Hours |
Trading Hours means any time that does not involve downtime, planned system and software maintenance, unscheduled emergency maintenance, seasonal holidays, and any other event that requires suspension of the Exchange. |
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Trading Pair |
Trading Pair means the combination of a Base Currency and a Counter Currency as stated in the Confirmation. |
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Trading Session |
Trading Session means a twenty-four (24) hour period from 08:00 UTC to 08:00 UTC per calendar day. |
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Website |
Website means www.deribit.com or any other website provided by DRB Panama to you from time to time. |
The following rules also apply in interpreting these Terms between you and us, except where the context makes it clear that a rule is not intended to apply:
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a singular word includes the plural, and vice versa;
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a word which suggests one gender includes the other genders;
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if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;
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clause headings are for ease of reference only and do not form part of these Terms;
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a references to any rule, regulation, statute or statutory instrument or Applicable Law includes any modification, amendment, extension or re-enactment thereof; and,
if an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.
Appendix A
Orders
1. Order types
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Market (with protection) |
Your order will be matched at the best possible price. The only price limit attached to this Order is the allowed trading bandwidth of the instrument as imposed by the Exchange's Risk Management System. The Order will be matched up to the permitted bandwidth price limit and enter the order book at the highest possible price (buy Order) or lowest possible price (sell Order) if not immediately filled. |
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Market Limit |
An order is submitted as a market order to execute at the current best available market price. If the order is only partially filled, the remainder of the order enters the order book as a limit order with the limit price equal to the price at which the filled portion of the order was executed. This order type is only available for futures and perpetuals on the UI and for all products using API. |
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Limit |
Your buy order comes with a maximum limit price, or your sell order comes with a minimum limit price. Your order will not match above the order price for buy orders or below the order price for sell orders. |
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Stop Market |
A conditional order, where the stop-market order is sent to the market only when the mark or the index price reaches a certain level. Triggered orders are sent as market orders. |
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Stop Limit |
A conditional order, where the limit order is sent to the market only when the mark price or the index price reaches a certain level. For a buy stop limit order, the trigger price needs to be higher than the current value, and for a sell stop limit order, the trigger price needs to be lower than the current value. |
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Take Market |
A conditional market order to take profit. The order is immediately executed as a market order once the selected trigger price is reached. |
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Take Limit |
A conditional limit order to take profit. The order will enter the order book only when the selected trigger price is reached and is executed at your limit price or better. |
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Trailing Stop |
A trailing stop is designed to protect gains by enabling a trade to remain open and continue to profit as long as the price is moving in the investor's favour. The order closes the trade if the price changes direction by a specified percentage or dollar amount. A trailing stop is typically placed at the same time the initial trade is placed, although it may also be placed after the trade. |
2. Order attributes
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Hidden |
Hidden Orders will not show in the order book and thus cannot be seen by other Members. A Hidden Order will always match as a Taker Order, and non-Hidden Orders with the same price have a matching preference in the matching engine. |
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Maker Order |
A Maker Order is an order that adds liquidity to the order book. A Maker Order is not executed instantly, rather it is placed in the order book. |
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Post Only Order |
When placing a Post Only Order, your Order will not be matched against the order book instantly, so that in case of execution, the Member will receive a rebate or pay lower transaction costs. If needed, the matching engine will adjust the price of the Order so that it has the best possible price yet is still placed in the order book as a Maker Order. |
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Reduce Only Order |
Reduce Only Orders will only get executed to reduce your position. They can be used in combination with Stop Orders to ensure that the triggered Order will only reduce your position. The Order size will be automatically decreased if it is bigger than the outstanding position. Under no circumstances will the size of the Order be adjusted upwards. |
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Risk Reducing Order |
Segregated Portfolio Margin users can place Risk Reducing Orders to "reduce risk". The Exchange can also place Risk Reducing Orders when a user exceeds the Initial Margin. Unlike Reduce Only Orders, Risk Reducing Orders may open new positions to "reduce risk". Risk Reducing Orders can be automatically cancelled by the system if the system deems them no longer "risk-reducing" (the Exchange periodically checks whether relevant Orders still meet this condition). Segregated Portfolio Margin users can monitor their orders via API by checking the risk reducing flag on their Orders. Currently, there is a maximum number of risk reducing Orders equal to five (5). |
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Taker Order |
A Taker Order is an order that removes liquidity from the order book. A Taker Order is an Order that is executed instantly against other Orders upon submission to the Exchange. |
3. Time in force
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Good Till Cancel or "GTC" |
This is the default type of Order. Any unfilled Order will remain in the order book, and if the order exceeds the minimal or maximal accepted price, it will be matched instantly up to the allowed price, with the rest of the Order getting cancelled. |
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Fill or Kill or "FOK" |
Executes the transaction immediately and completely, or not at all. |
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Immediate or Cancel or "IOC" |
Executes the transaction immediately. Any portion of the Order that cannot be filled immediately will be cancelled. |
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Good Till Day or "GTD" |
A Limit Order remains in the book until the end of the Trading Session, when it automatically gets cancelled. A GTD Order, therefore, has a maximum lifetime of up to 24 hours. |