PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR MAKING USE OF DERIBIT'S WEBSITE AND/OR SERVICES YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS.
Section A: General Provisions
1. Introduction
1.1 Deribit FZE (Deribit, we, us, or our) is a Virtual Asset Service Provider (VASP) regulated by the Dubai Virtual Assets Regulatory Authority (VARA) with licence number L-2994. We are incorporated under the laws of the Dubai World Trade Centre (DWTC) in Dubai, United Arab Emirates, and registered with the DWTC Authority. Deribit has its registered address at Unit 04.08, The Offices 4, One Central, Dubai, United Arab Emirates.
1.2 Deribit is a subsidiary of DRB Group B.V., a company registered in the Netherlands, with a registered address at Zuidplein 136, Amsterdam, The Netherlands.
1.3 Members must agree to these Exchange Membership Terms (Agreement) to use the Exchange and any services we make available in connection with the Exchange.
1.4 By signing these Terms, Members agree to be bound by and to comply with (and to procure their Authorised Representatives’ compliance with):
a) the Exchange Rulebook (Rulebook);
b) any supplementary terms entered into between you and Deribit, including, but not limited to, the Cross Collateral Agreement, the Enhanced Margin Agreement, the Margin Buffer Agreement, the Margin Scale-Down Agreement, the terms which govern direct electronic access, market making, algorithmic trading (including HFT), and/or you utilising a third party for custody services or self-custody (Supplementary Terms);
c) the procedures and rules applicable to trading specific Virtual Assets, Derivative Contracts or classes thereof, on the Exchange (Contract Specifications); and
d) relevant policies and procedures, and any other materials incorporated by reference in (a) to (c) above,
in each case as amended from time to time and together the “Exchange Documents”.
1.5 By executing these Terms, Members agree that they have read the contents of, and acknowledge, Deribit’s Risk Disclosure, as described on our website: https://www.deribit.com/kb/risk-disclosure.
1.6 Deribit reserves the right to amend the Agreement by posting amendments on our Website at any time. Members will be provided with written notice of any Amendments on the date on which they are posted on our Website. Amendments to this Agreement will take effect 30 days from the date of posting on the Website. You agree that your continuing to access and use the Exchange following an amendment taking effect will constitute your acceptance of the relevant amendment to the Agreement. This is unless you have provided express consent to the amendment instead, in which circumstances your express consent will be treated as your agreement.
1.7 We provided you with a copy of the Agreement and Exchange Documents when you applied to be a Member of the Exchange. The current version of the Rulebook and the Contract Specifications are available on our Website. You can also request a copy of the Agreement and Exchange Documents at any time. Our contact details are set out at clause 38 (Communications and Notices) below.
1.8 In the event of any conflict or inconsistency between the terms of the following documents, the order of precedence shall be:
a) any Supplementary Terms;
b) the Rulebook;
c) these Terms (the Exchange Membership Terms);
d) Contracts Specifications published on the Website; and
e) any other Deribit fee schedule, trading, information, policy or guidance as published on the Website from time to time.
1.9 Any capitalised terms used not defined herein shall have the meaning assigned to them in the relevant document which forms part of your Agreement with us.
2. The Exchange
Virtual Assets and derivative contracts on Virtual Assets
2.1 Deribit provides "exchange services", as defined in the VARA Regulations, which allows its Members to:
a) buy and sell Virtual Assets by entering into a spot trade on a supported pair of Virtual Assets (Spot Trade); and/or
b) enter into derivative contracts namely perpetuals, futures, options and options on futures (which can either be Linear or Inverse), on a supported pair of Virtual Assets as the underlying (Derivative Contract),
(together, the Exchange).
2.2 You can only enter into Spot Trades or Derivative Contracts:
a) that are available on the Exchange at the time you use the Exchange; and
b) in accordance with the Agreement, the Exchange Documents, and Applicable Law.
2.3 A list of Spot Trades and Derivative Contracts that you may enter into is available in the Rulebook.
2.4 You should be aware of the risks associated with trading Virtual Assets and Derivative Contracts. A full disclosure of the risks are set out on our Website. You also provided express consent that you understand, acknowledge, and accept each of the risks when you applied to be a Member of the Exchange.
No advice or marketing
2.5 The Exchange is provided on an execution-only basis.
2.6 At no time should any information provided to you, including in the Agreement and Exchange Documents, on the Exchange, or on our 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 Virtual Assets. In addition, we do not act as advisor or in any fiduciary capacity.
2.7 The Exchange and any services provided by Deribit under the Agreement and the Exchange Documents do not amount to any marketing, promotion or offer for any Virtual Asset, Derivative Contract, 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 Deribit may provide.
2.8 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 using the Exchange. You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading Virtual Assets and Derivative Contracts.
2.9 We do our utmost to offer correct and up to date information on our Exchange, 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 Virtual Assets and/or Derivative Contracts shall be at your own risk.
2.10 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 38 (Communications and Notices).
Access to the Exchange
2.11 You will be able to access and use the Exchange 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 Deribit may support or provide to you.
2.12 We reserve the right, and without liability to you, to make functional, procedural or technical changes or improvements to the Exchange, and/or update, change, remove, cancel, suspend, disable, or restrict access to or discontinue the Exchange or change any features, component, or content.
2.13 The Exchange and all services which we provide as part of the Exchange including your Account, the Website, access to such via 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 Deribit may support, are provided asis and as available without any representation or warranty of any kind, including 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 the Agreement and the Exchange Documents.
2.14 In the event of a failure of any component of our services, you may experience a loss. The mitigation procedures we have in place to counter such failures can be viewed on https://www.deribit.com/kb/mitigation. Notwithstanding this, we disclaim all liability to you in the event of such failures and clause 28 of this Agreement will continue to apply.
Third party service providers
2.15 Where you utilise the service(s) of a third party in connection with the Exchange and/or your activities or use of the Exchange, including wallet custody services, market data provided by a data vendor, and/or another service, you agree that subject to Applicable Law:
a) we are not responsible for any action or inaction of the third party service provider; and
b) we are not liable for any damages, costs, loss, liability, claims for compensation, expense, and/or similar, incurred or suffered by you, directly or indirectly or in connection with your activities on the Exchange.
2.16 A list of third party service providers that we use to provide you with the services, including service providers within the Deribit group, are set out on our website at https://www.deribit.com/kb/third-party-service-providers.
3. Membership Criteria
3.1 The Exchange is intended solely for Members who meet both the Eligibility Criteria and Admission Criteria on a continuing basis. The Eligibility Criteria and Admission Criteria are set out in the Rulebook.
3.2 We may require you to provide us with certain information and documents to demonstrate to us that you continue to meet the Eligibility Criteria and/or Admission Criteria.
3.3 We may require you to provide us with certain information and documents, including, but not limited to, personal information, legal entity information, information in relation to your Authorised Representative(s) and any other information and documents as may be required to enable us to comply with Applicable Law including, without limitation, our anti-money laundering obligations.
3.4 We may, at our discretion, require identity verification and other screening procedures with respect to you or the Trades associated with your Account.
3.5 We may condition your access or continued access to the Exchange and any services, such as by imposing additional eligibility or admission requirements. Our decisions with respect to such are final.
3.6 If you are a Restricted Person and/or a resident of or are operating from a Restricted Jurisdiction we have the right to immediately close all open positions and terminate your Account with immediate effect, without us being liable for any damages this might entail.
3.7 Notwithstanding the foregoing, we reserve the right to restrict or refuse, in our sole discretion and without prior notification to you, your access to or use of the Exchange, including where you meet both the Eligibility and Admission Criteria. Our decision with respect to such is final.
DEA, Market Making, Algorithmic Trading (including HFT)
3.8 Any Member:
a) undertaking a Market Making strategy;
b) undertaking Algorithmic Trading including HFT; and/or
c) providing Direct Electronic Access to the Exchange,
may be required to enter into Supplementary Terms with us in relation to the relevant activity, which may involve meeting and continuing to meet additional eligibility criteria and requiring our prior consent.
4. Accounts
4.1 To be eligible to use the Exchange, you need to be a Member and create an Account 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 you have provided us when applying for an Account.
4.2 Each Account includes a Main Account, and permits the creation of Subaccounts. For the purposes of these Terms references to "Accounts" includes both the Main Account and the Subaccounts unless stated otherwise.
4.3 Subaccounts allow for a division and separation of an Account:
a) administratively; and
b) in addition for to Derivative Contracts: from a margining perspective, and therefore allows you to manage specific trades or strategies (please see clause 11 (Margin) for more information on Margin).
4.4 Notwithstanding the above, you may instantly transfer Virtual Assets and/or Fiat between the Main Account and Subaccounts.
4.5 You can choose between four Margin mechanisms per Account:
1) Segregated Standard Margin
2) Segregated Portfolio Margin
3) Cross Collateral Standard Margin
4) Cross Collateral Portfolio Margin
Further detail on the Margin mechanisms are set out in the Rulebook.
4.6 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.
4.7 You acknowledge that you have read and understood the rules in relation to Accounts on our Exchange.
4.8 Notwithstanding any provision of these Terms or your successful completion of the Application, certain types of Accounts are specifically prohibited from using certain features within the Exchange. It is important that you are aware which Margin mechanism your Account uses.
5. Capacity
Authorised Representatives
5.1 A person who is specifically authorised to act on your behalf (e.g. a third party broker, a director, senior manager, or other person) (Authorised Representative) may access and use your Account and the Exchange, communicate with us, give us Instructions, place an Order and/or enter into Trades.
5.2 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 this Agreement 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 this Agreement 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, the Exchange via your Account, your security details, and/or any other information or means to give us instructions, place an Order and/or enter into Trades.
Your capacity
5.3 We will assume that you are acting as principal on your own account at all times, unless you notify us in writing that you are acting as an agent for another person / entity who is your principal or in another representative capacity including as agent, attorney, trustee or representative (Underlying Principal).
Underlying Principals
5.4 Where you are acting on behalf of an Underlying Principal:
a) we will treat only you as our client and we shall not treat any Underlying Principal as our client;
b) references to "you" in this Agreement shall always mean the legal person entering into an Agreement with us, and not the Underlying Principal;
c) subject to Applicable Law, you are responsible and liable for all actions and omissions of the Underlying Principal and your activities on behalf of the Underlying Principal, in relation to the Underlying Principal's Orders, Trades, Positions, and other activities on the Exchange;
d) subject to Applicable Law, you will at our request inform us without delay of the identity, address and any other details (such as a Legal Entity Identifier) of the Underlying Principal.
Our capacity
5.5 Deribit acts in the capacity of Exchange provider and is not a buyer or seller in the Trades. When you buy or sell a Derivatives Contract or Spot Trade on the Exchange, you contract with Deribit under this Agreement, but you are not buying a product from, or selling a product to Deribit. This means Deribit will not be your Trade counterparty in respect of any trade. Deribit acts in the capacity of agent on your behalf by facilitating Trades for you on the Exchange.
5.6 Subject to Applicable Law, you acknowledge that Deribit does not have a fiduciary duty to you or any similar obligation under this Agreement.
6. Virtual Asset and Fiat Transfers
6.1 You can deposit Virtual Assets and/or Fiat into your Account to be utilised as part of your activities on the Exchange. You may also withdraw your Virtual 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 the Agreement.
6.2 We may at our sole discretion impose value and/or volume limits or any other limits, on deposits in and withdrawals out of your Accounts. Limits are available on our Website.
6.3 You represent, warrant, and undertake that any Virtual Asset or Fiat provided by you, is at the date of transfer:
a) beneficially owned by you or, if you are acting for an Underlying Principal, beneficially owned by the Underlying Principal; and
b) not subject to any charge, lien, or other encumbrance.
6.4 Without prejudice to any other rights we have under this Agreement, any Virtual Asset or Fiat provided by you may be retained and used by us to set-off, settle, satisfy, or reduce any of your liabilities to us under this Agreement.
6.5 Notwithstanding any clause in these Terms to the contrary we reserve the right to decline to process, suspend, cancel, reverse, or void any deposits in and withdrawals out of your Accounts:
a) if in our reasonable opinion:
i) there is a Manifest Error;
ii) there is a Force Majeure event;
iii) there is an Event of Default;
iv) there is a security issue or breach of your Account or of the Exchange;
v) this is required under Applicable Law or not doing so would cause Deribit, you, or another Member to breach Applicable Law;
vi) you have breached the Agreement, or doing so will cause you to breach the Agreement;
vii) you have breached any limits placed on your Account, or doing so will cause you to breach any limits placed on your Account;
viii) you have breached Margin requirements, or doing so will cause you to breach Margin requirements; and/or
b) as instructed by any Regulatory Body.
Wallet addresses for Virtual Assets
6.6 Subject to clause 7.7, we will provide you with a wallet address, unique to you, for the deposit of Virtual Assets into your Account.
6.7 All withdrawals of Virtual Assets out of your Account must be to a wallet address that has been approved by us. This is commonly referred to as 'whitelisting'.
6.8 We may take any action which we deem necessary and subject to Applicable Law, where you transfer Virtual Assets:
a) out of your Account(s) to an address that is non-white listed; or
b) out of or into your Account(s) where in our reasonable opinion the address, transfer, or transaction is suspicious.
6.9 A withdrawal of Virtual Assets out of your Account(s) will not be complete until confirmed by Deribit.
6.10 It is your responsibility to ensure that you provide us with the correct wallet address. If you provide us with an incorrect wallet address, or if you are unable to access the wallet address you provided to us, you agree that we have no liability for any Loss which you may incur as a result.
7. Custody of Virtual Assets
7.1 You instruct us to arrange for safekeeping any Virtual 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'.
7.2 Subject to Applicable Law, where we provide Virtual Asset custody services for you:
a) any Virtual Assets held and stored on your behalf and on behalf of other members shall be segregated from Deribit's own Virtual Assets;
b) we may, or we may arrange, for our Related Party to, store Virtual 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 Virtual Assets;
c) we may hold your Virtual Assets in our custody either directly in our wallets, or indirectly with one or more third party custodians (see clause 2.16 for a list of third party service providers); and
d) your right is to receive, and our obligation is to provide Virtual Assets of an identical type, and in the required amount. In other words, as Virtual Assets are fungible, you do not have the right, and we do not have an obligation to transfer back the same Virtual Assets held in your Account.
7.3 As we hold Virtual Assets in a combination of hot, warm, and cold wallets, Deribit may be required to transfer Virtual 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 24 hours. This is a feature of the Exchange and you agree that you accept this risk and that Deribit will not be liable for any Loss arising out of such delay.
7.4 We may hold non-Member Virtual Assets in custody accounts which are established to hold Virtual Assets belonging to Members. This may include the following types of Virtual Assets:
a) Virtual Assets which we have assumed ownership of from one or more Members as part of a liquidation of a Member’s positions which no longer meet maintenance margin requirements;
b) Virtual Assets which form part of the Insurance Fund; and
c) Virtual Assets which are used to test products and features of the Exchange before being made available to Members.
7.5 Virtual Assets held by us in custody accounts pursuant to clause 7.4 shall be treated as “Client VAs” as defined in VARA Rules and are held beneficially for Members to the extent of any shortfall in the Client VAs, with any residual Virtual Assets belonging to Deribit.
7.6 We may deal with Virtual Assets in accordance with your instructions including to execute an Order, to settle any amounts which you owe under these Terms or the Exchange Documents, including fees or costs, and/or in accordance with Applicable Law.
7.7 Subject to Applicable Law, you agree and accept that Virtual Assets do not have the same protections as traditional financial instruments and deposits, including any financial services compensation scheme, asset protection scheme, or similar.
7.8 Notwithstanding the foregoing, we are not liable for losses of Virtual 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 Virtual Assets arises directly as a result of our gross negligence, wilful default or fraud.
7.9 In the event that Virtual 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 Members that choose to custody their Virtual Assets with us. By using our services, you agree that your Virtual Assets may be debited by us for the purposes of allocating such losses proportionally.
Third party custodians and self-custody
7.10 You may utilise a third party custodian or self-custody your Virtual 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.
7.11 We may receive “airdrops”, “staking gains” or other similar proceeds (Rewards) on Virtual Asset balances held in client accounts on your behalf. Unless we separately agree with you, you consent that we will not pay you or pass on to you any Rewards received by us and such Rewards shall accrue exclusively to the benefit of Deribit.
8. Protecting Your Fiat
8.1 Subject to Applicable Law, we will take reasonable steps to protect Fiat that you deposit into your Account. We do this by segregating the Fiat in your Account from Deribit's own funds by holding your Fiat in a separate bank account with a reputable bank on trust for you (this is called a 'client money account'). However, your Fiat and other Members' Fiat may be held in the same bank account on an omnibus basis.
8.2 We may receive interest payments on Fiat balances held in client money accounts. Unless we separately agree with you, we will not pay you or pass on to you any interest earned.
8.3 We may hold your Fiat in bank accounts in Dubai or elsewhere. Different rules, regulations and laws may apply to non-Dubai banks, which means that in the event of an insolvency, Fiat in a client money account held with such bank may be treated differently to Fiat held with a Dubai bank.
8.4 As your Fiat may be held in an omnibus account and therefore on a pooled basis with other Members, upon Deribit's insolvency, any claim by you is against the common pool of Fiat in general. This means that the balance on the client money account will be divided proportionately between all Members who have a valid claim against the sum held in the client money account. In addition, if there is an unreconciled shortfall, you and the other Members may share proportionately in that shortfall.
8.5 We are not responsible for the insolvency, acts or omissions of any bank, although we will take reasonable care when choosing which bank to open a client money account with.
8.6 For the avoidance of doubt, any Fiat which we receive from or hold for you, will not benefit from the client money protections when it becomes otherwise due and payable to Deribit.
8.7 We may deal with Fiat in accordance with your instructions including to execute an Order, to settle any amounts which you owe under this Agreement, including fees or costs, and/or in accordance with Applicable Law.
8.8 Subject to Applicable Law, you agree and accept that any Fiat deposited in connection with trading Virtual Assets as a Spot Trade or under a Derivative Contract does not have the same protections as Fiat deposited in connection with trading traditional financial instruments and deposits, including any financial services compensation scheme, deposit protection scheme, or similar.
8.9 You agree and accept that any Virtual Assets deposited with us do not benefit from any form of deposit protection scheme whatsoever.
Section B: Trading
9. Instructions
9.1 You may provide instructions to us, including placing an Order, using the Exchange user interface, any 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 Deribit may support or provide to you in relation to your Account.
9.2 We may limit the number of instructions per time frame. Under certain circumstances we may limit the number of instructions to zero.
9.3 You agree that:
a) you have full responsibility for the security and authenticity of all instructions sent and you will be bound by all such instructions;
b) we are entitled to assume the authenticity of any instructions given including that all instructions received are in fact yours and we are under no obligation whatsoever to verify that such instructions are authentic or are in fact yours. Notwithstanding this, we reserve the right to make further enquiries about or require written confirmation of any instruction, for example where an instruction is unclear, ambiguous, or in our reasonable opinion was placed by you accidentally, mistakenly, fraudulently and/or negligently;
c) any instructions sent by you to us should only be deemed to be received by us when we have successfully retrieved it from the relevant system and informed you of the receipt;
d) any instructions sent by you to any third parties (for example, network merchants) should only be deemed to have been received by such third parties in accordance with their terms and conditions; and
e) you are bound by all instructions which you give to us, with the exception of unmatched Orders which you may request to cancel.
10. Orders and Trades
10.1 An Order is a type of instruction, and therefore this clause 10 (Orders and Trades) should be read in conjunction with clause 9 (Instruction).
Risk Engine and Order Matching Engine
10.2 All Orders go through a risk engine. The risk engine is a vital part of our Exchange. If an Order is approved by the risk engine, it will continue its way to the Order matching engine to get matched or to enter the Order book. Please see the Rulebook for further detail on the Order matching engine.
Placing Orders
10.3 You can place an Order to enter into a Trade through your Account. The types of instructions and Orders we accept are set out in the Rulebook.
10.4 To place an Order using leverage we require you to meet the Initial Margin requirements when placing the Order, and meet the Maintenance Margin requirements to keep the Position open (see clause 11 (Leverage and Margin) for further detail).
10.5 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 the Agreement.
10.6 Each Spot Trade and Derivative Contract you enter into will constitute a separate severable agreement.
11. Leverage and Margin
11.1 We allow you to place Orders using 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 Equity we require you to provide as Margin. We reserve the right to place limitations on your ability to utilise leverage in relation to any Order or Trade.
11.2 There are two types of Margin which we require. Initial Margin and Maintenance Margin. Further details on Margin Requirements are set out in the Rulebook.
11.3 You agree and undertake to provide us with and/or maintain sufficient Equity required for any Order and Trade (as applicable) in accordance with this Agreement. This includes having the requisite amount of Equity available for use in your Account or transferring the requisite Virtual Asset or Fiat into your Account to meet the Margin Requirement.
11.4 You represent, warrant, and undertake that any Equity 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 this Agreement, Equity may be retained and used by us to set-off, settle, satisfy, or reduce any of your liabilities to us under this Agreement.
12. Liquidating Positions, and Insurance Fund and Socialised Losses
12.1 The Insurance Fund is used to cover losses when a Member’s Account is bankrupt after the finalisation of the Liquidation Process.
12.2 Deribit may instruct the use of the Insurance Fund at its sole discretion in order to compensate Member losses which it considers the result from materially adverse unforeseen events. In such instances Deribit will seek to achieve a fair outcome for Members which will depend on the circumstances. To the extent that Deribit utilises the Insurance Fund in such circumstances, it is under no obligation to cover all of a Member’s loss, and therefore any compensation may be partial.
12.3 The process for liquidation of positions, the insurance fund and socialised losses is set out in the Rulebook.
13. Pre-Trade Information, Confirmation, Clearing, Settlement
13.1 (Pre-trade information) Prior to placing an Order, you may review information related to Spot Trades, Derivative Contracts, and supported Virtual Assets on the Exchange, including contract specifications, unmatched Orders, etc.
13.2 (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 matched 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, or
b) we notify you of an error or omission, both within three (3) days of you receiving the Confirmation.
Deribit 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.
13.3 (Monthly statements) We will provide you with a written statement of account at least monthly showing (amongst other things) the trading movement of your open Positions and the percentage of your ownership in each Account and Subaccount relative to any Virtual Assets or Fiat held as Maintenance Margin.
13.4 (Clearing) If your Trade results in a loss, your Equity will be used by us to cover that Loss.
13.5 (Settlement) Please see the Rulebook for information on Settlement of Trades.
14. Virtual Asset Swap
14.1 Where requested by you, we may exchange a specified amount of Virtual Asset in your Account for a specified amount of another Virtual Asset at the market price (our swap service) to enable you to enter into a Derivative Contract in relation to the relevant Virtual Asset.
14.2 For the purposes of clause 12 (Liquidation positions, and Insurance Fund, and Socialised Losses), clause 17 (Security interests, set-off and netting), and clause 23 (Consequences of termination) Deribit may, at its sole discretion, exchange Virtual Assets held in your Account into another Virtual Asset at the prevailing rate.
15. Fees
15.1 You acknowledge and agree that fees (which includes fees, costs, charges, interests, or similar) will apply when you use our Exchange and that we have the right the amend any fees at our sole discretion.
15.2 Depending on the type of Spot Trade and/or Derivative Contract you conclude on the Exchange, we will charge fees which may include a spread, premium, or trading fee.
a) With respect to trading fees Deribit has a maker-taker trading fee model. 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 Virtual Asset. The trading fees are set out on our Website.
b) We may also grant a fee rebate, 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.
15.3 We may charge you a Liquidation Fee if we commence the Liquidation Process 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. If any taxes and similar governmental charges are applicable over the liquidation fee, Deribit may deduct such charges from the Insurance Fund. However, we may in our absolute discretion choose to not charge a Liquidation Fee.
15.4 We may charge you a fee for withdrawing Virtual Assets from your Account. The fee for a withdrawal depends on the current state of the network of the Virtual Asset. We are not responsible, nor liable, for any fees that may apply to your withdrawal request.
15.5 We may charge you a fee for accessing the Exchange via an API which is supported by us.
15.6 All fees are charged automatically and are reflected in real-time.
15.7 Unless expressly otherwise provided in this Agreement, each party shall bear their own legal, accountancy and other costs, charges and expenses connected with the negotiation, preparation and implementation of this agreement and any other agreement incidental to or referred to in this agreement.
15.8 A list of our current fees is available on 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 the amendments to the fees.
16. Taxes
16.1 All amounts and fees payable to Deribit under this Agreement 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 this Agreement.
16.2 If prescribed by law, Deribit 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 Exchange. You acknowledge that Deribit does not provide tax advice regarding your activities and transactions on the Exchange. You understand and agree that Deribit may report information related to your transactions, payments, transfers, or distributions made by or to you in connection with your use of our Exchange to a tax or governmental authority, if required by applicable law. Deribit may periodically request tax documentation or certification of your taxpayer status as required by applicable law.
17. Security Interests, Set-Off, and Netting
17.1 Other than as set out in this clause 17 (Security interests, set-off and netting) and without prejudice to any other terms of our Agreement, you may not assign, mortgage, lien, charge, declare a trust over any Virtual Assets or Fiat in your account, including Equity provided, or over any of your rights under this Agreement, to a third party, or take any similar action without our prior written consent. Further, you shall have no right to set-off or net any obligations owed to you by us, against obligations owed to us by you.
17.2 (Security interests) To the extent permitted under Applicable Law, Deribit has a general lien and equitable charge on the Virtual Assets and Fiat in your Account, until any fees, charges and liabilities that you owe are paid. Deribit has the right to exercise the lien or charge on the Virtual Assets and Fiat in your account on a Default Event.
17.3 (Set-off rights) Deribit has the right at any time without notice to you, to net, deduct, set-off any amounts that you owe us or a counterparty from the available Virtual Assets and/or Fiat balance in your Account, including due to a Default Event.
17.4 (Netting Fiat and/or Virtual Assets payable) If on any date there are amounts which would otherwise be payable (in the same Virtual Asset or across different Virtual Assets, or in Fiat, if we elect in our discretion for such amounts to be subject to this clause) under this Agreement, 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.
Section C: Market Integrity
Close-Out and Termination of Orders and Trades
Accepting and cancelling Orders, Positions, Trades
18.1 We reserve the right in our reasonable discretion to halt or limit the use of the Exchange include placing Orders, rejecting, modifying or cancelling unmatched 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) there is an Event of Default;
iv) there is a security issue or breach of your Account or of the Exchange;
v) this is required under Applicable Law or not doing so would cause Deribit, you, or another Member to breach Applicable Law;
vi) you have breached the Agreement, or accepting, executing, or continuing with the Order or Trade will cause you to breach the Agreement;
vii) you have breached any limits placed on your Account, or accepting, executing, or continuing with the Order, Position, or Trade will cause you to breach any limits placed on your Account;
viii) you have breached Margin requirements, or accepting, executing, or continuing with the Order, Position, or Trade will cause you to breach Margin requirements;
ix) there is a lack of liquidity in the market; or
x) there is a market disruption; or
xi) an event or circumstance has occurred, or risks occurring, which could result in serious adverse financial consequences to the Exchange or Members;
b) as instructed by any Regulatory Body;
c) you notify Deribit that you do not intend to proceed with a Trade;
d) acting reasonably, we have another reason to; and/or
e) this Agreement is terminated in accordance with clause 21 (Term and termination).
Trading restriction
18.2 Without prejudice to the rest of this clause 18 (Close-out and termination of Orders and Trades), we reserve the right to:
a) limit your right to place Orders;
b) cancel or modify Orders; and/or
c)in addition for Derivative Contracts:
i) 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
ii) close any Position in a fair way and acting reasonably where a fork has occurred in relation to the Virtual Asset relevant to the Position. This includes a Position that is profitable and/or a Position that does not breach any Margin requirements. For further detail on our approach to forks, please see appendix A of these Terms.
No liability
18.3 Where we exercise any of our rights under this clause 18 (Close out and termination of Orders and Trades):
a) you agree that we will not be liable for any Loss you may incur;
b)in addition for Derivative Contracts: we can determine the price you will receive for the Derivative Contract of which the Position is closed at our sole discretion, but in principle, this will be the Mark Price.
Insolvency of Exchange
18.4 In the event that the Exchange is deemed insolvent:
a) all trading shall be immediately ceased; and
b) all open positions of Members shall be closed at the Exchange’s Mark Price.
18.5 The Mark Price for the purposes of clause 18.4(b) shall be the prevailing Mark Price at one minute before the Exchange was deemed insolvent.
18.6 The Exchange reserves the right to take any further action described in this clause 18 (Close-out and termination of Orders and Trades) as it deems necessary in its sole and absolute discretion in the event that the Exchange is deemed insolvent.
18.7 The Exchange is deemed insolvent if, at any time, the Exchange:
a) institutes or has instituted against it a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights or is presented with a petition for its winding up or liquidation; and
b) in the case of any such proceeding or petition in presented against it in (a) above, such proceeding or petition results in a judgement of insolvency or bankruptcy or the entry of an order for the relief or the making of an order for the Exchange’s winding-up or liquidation; or
c) approves resolutions authorising any proceeding or petition in (a) above.
18.8 In the event that the Exchange is deemed insolvent, Virtual Assets shall be distributed in the following order of priority:
a) all Members of the Exchange other than the Risk Management Account;
b) the Risk Management Account;
c) the Test Account; and
d) the Insurance Fund.
19. Suspension and Removal of Derivative Contracts or Virtual Assets
19.1 We reserve the right at our sole discretion, to add and/or remove any type of Derivative Contract, as well as any Virtual Asset, from the Exchange, and are not obliged to support or continue to support any type of Derivative Contract, or Virtual Asset. Although we will inform you before removing a Derivative Contract, or a Virtual Asset, from our Exchange, to the extent this is reasonably possible, we reserve the right to do so without prior notice.
19.2 If we remove a Derivative Contract and/or Virtual Asset from the Exchange, any outstanding Order and Trade related to this Derivative Contract and/or Virtual Asset will be cancelled and you will be given the opportunity to withdraw the Virtual Assets from your Account.
No liability
19.3 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 19 (Suspension and removal of Derivative Contracts or Virtual Assets).
20. Suspension of Accounts
20.1 We may, at our sole discretion and without liability to you, with or without prior notice and at any time, temporarily suspend your Account. If we suspend your Account, we are entitled to:
a) limit your right to use the Exchange and any of our services (including, but not limited to, placing Orders, modifying Orders, cancelling Orders and/or closing your Positions);
b) limit your deposits and/or withdrawals of Virtual Assets and/or Fiat from your Account; and
c) investigate and/or seize your Account and any related Virtual Assets and/or Fiat.
No liability
20.2 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 (Suspension of Accounts). If and when we reinstate your Account, you acknowledge that Virtual Asset and Virtual Asset Derivative valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
21. Market Surveillance and Notifications to Regular Body
21.1 We may be required to share information for surveillance and disciplinary purposes with a Regulatory Body including the VARA, including information on large exposures in correlated markets.
21.2 You agree that:
a) we may share any documents or information in relation to you, your Accounts, your Underlying Principals, your Authorised Representatives, and all your activities on the Exchange for the above purposes; and
b) you will provide us with the documents and information which we request from you for the above purposes.
21.3 You waive any duty of confidentiality attaching to the information which Deribit is required to disclose under this clause 21.
22. Term and Termination
22.1 This Agreement continues indefinitely until terminated by a party in accordance with this clause 22 (Term and termination).
22.2 Either party is entitled to terminate the Agreement and close your Account by giving thirty (30) days written notice to the other party.
22.3 You may at any time terminate this Agreement with immediate effect by giving written notice to us if an Event of Default occurs; and/or a Force Majeure Event occurs.
22.4 We may at any time terminate this Agreement with immediate effect by giving written notice to you if:
a) there is a Force Majeure event;
b) there is an Event of Default;
c) this is required under Applicable Law or continuing the Agreement would cause Deribit, you, or another Member to breach Applicable Law;
d) you breach the Agreement;
e) we require you to provide us with information and/or documents to enable us to comply with our obligations under 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;
f) any representation, warranty, or undertaking you make to us proves incorrect or untrue in any material respect, or is false or misleading;
g) we are instructed by any Regulatory Body.
22.5 Any notice to terminate the Agreement is referred to as the "Termination Notice". Our
contact details are set out in clause 38 (Communications and Notices).
No liability
22.6 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 22
22.7 (Term and termination).
23. Consequences of Termination
23.1 In the event of the Termination of the Agreement:
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 Virtual Asset transfer costs) associated with the closing of your Account;
f) we will use commercially reasonable efforts to return any Virtual Assets in your Account (subject to our rights of set-off and other rights under these Terms and the Rulebook) failing which the balance Virtual Assets in your Account may be permanently lost and Deribit shall not be in any way obligated or liable to recover your lost Virtual 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.
23.2 The following provisions of these Terms are constituted to survive any termination or
expiration of these Terms: clause 3 (Membership criteria), clause 5 (Capacity), clause 15
(Fees), clause 16 (Taxes), clause 17 (Security interests, set-off, and netting), Section C
(Market integrity), clause 31 (record keeping), clause 35 (privacy), clause 36
(confidentiality), clause 37 (Our Intellectual Property), and clause 46 (Miscellaneous).
Liquidating Positions following termination of Agreement
23.3 If this Agreement is terminated, we may, by notice to you, specify a day on which we will commence the termination and liquidation of any open Positions (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) (the Liquidation Date).
23.4 Upon the occurrence of a Liquidation Date:
a) neither of us shall be obliged to make any further payments or deliveries under any Derivative Contracts which would, but for this paragraph, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the Liquidation Amount;
b) subject to (c) below, we shall (on, or as soon as reasonably practicable after, the Liquidation Date, and acting in good faith and in a commercially reasonable manner) determine (discounting if appropriate), in respect of each Derivative Contract referred to in (a) above, its total cost, loss or (as the case may be) gain, expressed in the currency specified by us or otherwise agreed in writing or, failing any such specification, the Fiat currency used to price the underlying Virtual Asset (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Agreement, of each payment or delivery which would otherwise have been required to be made under such Derivative Contract (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant exchange as may be available on, or immediately preceding, the date of calculation); and
c) we shall treat each cost or loss to us, determined as at (b) above, as a positive amount and each gain by us, so determined, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in the currency referred to in (b) above (Liquidation Amount).
No liability
23.5 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 23 (Consequences of termination).
24. Incapacitation or Death
24.1 If we receive any document(s), or other information leading us to believe that you have become legally incapacitated or died, we reserve the right to suspend your Account.
24.2 If we have reason to believe you may be incapacitated or have died but do not have proof in a form satisfactory to us, you authorise us to make enquiries, whether directly or through third parties, that we consider necessary. Upon receipt of satisfactory document(s) that you are incapacitated or have died, we are entitled to pay the entirety of the Virtual Assets and Fiat held in your Account to the fiduciary you have designated in a valid will or similar testamentary document.
24.3 If you have not designated a fiduciary, then we reserve the right to treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation that we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust or other similar documentation, or an order designating a fiduciary from a court having competent jurisdiction over your estate.
Section D: Representations and Undertakings, and Liability and Indemnities
25. Our Representation, Warranties and Undertakings
25.1 We represent, warrant and undertake to you that:
a) we have full capacity to enter into this Agreement;
b) the persons entering into this Agreement have been duly authorised to do so;
c) we shall use commercially reasonable efforts to provide the Exchange in accordance with these Terms;
d) no Event of Default (to the extent such events are applicable to us) has occurred and is continuing with respect to us; and
e) this Agreement and the obligations created under them both will not violate the terms of any Applicable Law by which we are bound.
25.2 We make no representation or warranty that the Exchange and any services provided pursuant to the Agreement will comply with any obligations that you may have under Applicable Law.
26. Your Representations and Warranties
26.1 You represent, warrant and undertake to us when using the Exchange and/or our Website, and as of the date of each Trade that:
a) you have understood and accepted the Agreement;
b) you comply, and will on an ongoing basis comply, with the Eligibility Criteria, and Admission Criteria as set out in the Rulebook;
c) you are not a Restricted Person;
d) 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;
e) if your Authorised Representative is using the Exchange you have authorised that person to do so and that person has the actual or implied authority to bind you to these Terms. You are liable under the Agreement for any violation of the terms or any other actions or omission by the Authorised Representative or by you;
f) if you have given a person use and access to your membership of the Exchange using Direct Electronic Access, you are liable under the Agreement for any violation of the terms or any other actions or omission by that party or by you;
g) 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;
h) you have knowledge and experience in trading Virtual Assets and Derivative Contracts and are aware of the risks related to the Exchange and services including, but not limited to, high volatility risk of Virtual Assets and the fact that you may lose all your Virtual Assets in your Account if the market moves against you;
i) you will only deposit, trade and withdraw Virtual Assets from your Account, that you legally and beneficially own and that have been legally obtained by you;
j) 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
k) you will at all times comply with Applicable Law.
27. Your Undertakings
27.1 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 the Agreement and to access and use the Exchange and the Website;
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 Exchange (or is likely to, or is aimed at doing so);
g) you will not engage in any behaviour, act, or omission, including using the Exchange, Website or API in any way that causes (or is likely to cause):
i) damage to Website or Exchange or the operation of the Website or Exchange; or
ii) the impairment of the availability or accessibility of the Website or the Exchange;
h) you will not use the Exchange, Website or API 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 Rulebook and/or Applicable Law;
k) you will not engage in any behaviour, act, or omission which causes or contributes to another Member breaching (or is aimed at breaching) the Rulebook and/or Applicable Law; and/or
l) you will promptly notify us of the occurrence of any Event of Default with respect to yourself.
28. Limitation of Liability
28.1 We (including our Related Parties, directors, members, employees and agents) will not be liable for any Loss arising out of:
a) your use of the Exchange, the Website, your Account, all materials made available on the Exchange for your own personal use, or any other product, service or other items provided by, or on behalf of, Deribit, under any means of access;
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; and
e) any action that we take as part of our rights and/or obligations under the Agreement,
unless such Loss arises directly from our of their respective gross negligence, wilful default or fraud.
28.2 Without limitation, we do not accept liability for any adverse tax implications of any Trade whatsoever or of any service that we provide you under or as a result of this Agreement.
28.3 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.
28.4 Notwithstanding the foregoing, to the maximum extent permitted by Applicable Law, in no event shall the aggregate liability of Deribit (including our Related Parties, directors, members, employees and agents) for Loss that you may suffer, exceed the fees paid by you to us during the six (6) month period prior to the act or omission giving rise to such liability.
28.5 Some jurisdictions do not allow certain limitations or exclusions of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
28.6 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.
29. Force Majeure
29.1 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.
29.2 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 the terms in question.
30. Indemnities
30.1 You agree to defend, indemnify, and hold harmless Deribit (including our Related Parties, directors, members, employees and agents (for the purpose of this clause, together theIndemnified 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 Exchange;
c) your breach, or our enforcement of, these Terms; or
d) your violation of any Applicable Law or the rights of any other person or entity during your use of the Exchange.
30.2 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 E: Miscellaneous
31. RECORD KEEPING
31.1 Information about your Exchange activities, which include records of your Virtual Asset transfers, Available Balance, Orders, Trades, Positions, Spot Trades, Derivative Contacts, Unrealised P&L, Margin requirements, as well as other information about your trading activity is available in your account via the Exchange.
31.2 Your Accounts will be updated in near real-time after any activity takes place.
31.3 We may record video calls using software applications such as Telegram with or without use of a warning tone 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. You hereby consent to us recording your voice or image for the purposes of this clause 31.3.
31.4 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. We do not guarantee that we will maintain such recordings or records or be able to make them available to you. 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.
31.5 Our records, including Confirmations, unless shown to be wrong, will be evidence of your dealings with us in connection with the Exchange. 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.
31.6 We may keep records of information about you, your Orders, Trades, Positions, Spot Trades, Derivative Contracts that you've ordered, entered into, settled etc, and other information which you've provided to us during the term of this Agreement in accordance with Applicable Laws. We will keep these records for at least eight (8) years after the termination of this Agreement. This period may be extended by Applicable Law or agreement between you and us in writing.
32. Statement of Holdings
32.1 Deribit will provide you with a statement of holdings, at least monthly.
33. Conflicts
33.1 Deribit has in place internal policies and arrangements to help manage any conflicts which may arise when we provide the Exchange and related services, including our Conflicts of Interest Policy which is available on our Website.
33.2 In particular, Deribit will neither:
a) act as a Member for its own account, , other than for risk management purposes or for the prudent management of its net liquid assets under the VARA Regulations; nor
b) engage in matched principal trading on the Exchange.
33.3 Deribit Related Parties may be Members of the Exchange and we may outsource certain functions to our Related Parties. in these circumstances, we will require the relevant Related Party to establish and implement controls to ensure the functional independence of their roles as service providers and Members.
34. Reporting
34.1 Pursuant to Applicable Law, Deribit may be required to:
a) report details of Trades you've entered into, and details about you to a Regulator, trade repository, or similar; and/or
b) make information about certain Trades public.
34.2 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.
34.3 Deribit will not carry out any reporting or disclosures on your behalf should you have similar obligations under Applicable Law.
35. Privacy
35.1 We are committed to handling information and personal data provided to us responsibly and in accordance with Applicable Law. By entering into this Agreement, you agree and acknowledge that you have been provided with, and have read and understood, our privacy notice, which is also available on our Website. 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 38 (Communications and notices), as well as in our privacy notice.
35.2 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.
35.3 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 this.
36. Confidentiality
36.1 Subject to the following provisions of this clause 36 (Confidentiality), each Party shall treat as strictly confidential, and shall not use for any purpose other than one connected with this Agreement, all information received or obtained as a result of entering into or performing this Agreement which relates to Confidential Information.
36.2 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 or a member of its Group and/or is ultimate shareholders under terms of confidentiality;
c) where required by Applicable Law; 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;
d) where the information has come into the public domain through no fault of that Party at the time the disclosure is made;
e) where the Party to which such information relates has given prior written consent to the disclosure;
f) where the information was already known to the receiving Party prior to its disclosure; and/or
g) such disclosure or use is in accordance with the terms of this Agreement.
36.3 Deribit may, subject to compliance with the Data Protection Laws, disclose Confidential Information to third parties which provide or will provide third party services to you, including to enable Deribit and/or the third parties to comply with Applicable Law, and internal policies, procedures, and operational requirements.
36.4 Distribution or disclosure of any Confidential Information to any other person or under any other circumstances is unauthorised and strictly prohibited. The parties acknowledged that any non-compliance with, violation or breach of the Agreement 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.
37. Our Intellectual Property
37.1 All Intellectual Property rights in the Exchange, and all content included in or made available as part of our services, is our property or the property of Deribit, its affiliates or its licensors and is protected by local and international intellectual property laws and treaties.
37.2 Subject to the terms of this Agreement, we have given you a non-exclusive, non-sublicensable and non-transferable right / licence to access and use the Exchange (and any means of access to the Exchange), the Website, your Account, all materials made available on the Exchange for your own use and in accordance with the terms and for the duration of this Agreement.
37.3 You must not modify, copy, display, distribute or commercially exploit any of our Intellectual Property Rights or materials, remove any proprietary notices from any of our Intellectual Property Rights, reverse-engineer any of our products (that is, reproduce them after a detailed examination of their construction or composition), attempt to disable, bypass, modify, defeat, or otherwise circumvent any protection system applied to or used as part of the services.
38. Communications and Notices
Communications
38.1 We will communicate with you, which includes providing you with information, statements, and notifications, including notifications about changes to our Agreement, via electronic communication such as, email, push notifications, our 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.
38.2 You consent to the provision of information and notifications not personally addressed to you.
38.3 When communicating with you, we will use the contact details you gave us when you applied to be a Member or when you last updated your contact details. If your details change, including your email address, contact numbers, name, addresses, 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.
38.4 If you have any questions about the Agreement, or would like to speak to us, you can contact us in the following ways: (a) by email at info@deribit.com; or (b) via Telegram (https://t.me/deribit).
38.5 Our Agreement with 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
38.6 A notice, confirmation, instruction, request, approval, consent or other communication in connection with this Agreement:
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 Deribit; or
iii) made available, by Deribit at our Website or other electronic address that Deribit 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 wholly within Dubai will be deemed to take effect three (3) Business Days after dispatch;
d) any notices given by post internationally will be deemed to take effect seven (7) Business Days after dispatch.
39. Complaints
39.1 If you are unhappy with the Exchange or something has gone wrong, please contact our Support Department. Our contact details are set out at clause 38 (Communications and Notices) of the Terms.
39.2 If Support has not resolved your issue, please submit a written complaint to our compliance department by emailing compliance@deribit.com or filling a complaint form on our website.
39.3 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,
c) of the complaint being made.
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.
40. Disputes
If any claim, case, demand, proceeding, suit, controversy, allegation or action, including breach of contract, tort, and 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 this Agreement including any question regarding its existence, validity, formation or termination, or relating to the use of, or inability to use, the Exchange or any of our services, (aDispute) arises between the parties in relation to any matter which cannot be resolved informally, each party may refer the Dispute to the managing director, CEO, or personnel of similar seniority for resolution within thirty (30) days of its referral or a longer period as agreed between the parties. This is without prejudice to clauses 45.6 and 45.7.
41. Assignment
41.1 We may assign, transfer and/or novate this Agreement and/or any of our rights and/or obligations to another appropriately regulated firm, if we're happy that they will treat you in the same way we do. This may require us to transfer the available Virtual 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.
41.2 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 the Agreement. Otherwise, your continued access to the Exchange will be considered as acceptance of any assignment and novation.
41.3 You may not assign, transfer, and/or novate this Agreement 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.
42. Variation
42.1 We may make changes to our Agreement with you from time to time. If we change the terms of our Agreement with you, we will notify you in writing at least thirty (30) days before the change is due to take effect. There might be times when we will notify you after we've made a change instead. We'll only do this if a change benefits you or doesn't put you at a disadvantage.
43.1 Your continued access to the Exchange will be considered as acceptance of any changes to the Agreement. If you do not agree to a change, please contact us, in which case we will take this as your notice to terminate the Agreement.
43.3 The variation of this Agreement 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.
43. Invalidity and Severability
43.1 If any provision of this agreement 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.
43.2 If any provision of this agreement 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 this agreement and shall be deemed to be deleted from this agreement and the validity, legality and enforceability of the remaining provisions shall not be affected.
44. Counterparts
44.1 This Agreement may be executed in any number of counterparts which together shall constitute one agreement. Any party may enter into this Agreement by executing a counterpart and this Agreement shall not take effect until it has been executed by all parties.
44.2 Delivery of an executed signature page of a counterpart in Adobe™ Portable Document Format (PDF) sent by email shall take effect as delivery of an executed counterpart of this Agreement. If such a method is adopted, without prejudice to the validity of such agreement, each party shall provide the others with the original of such page as soon as reasonably practicable thereafter.
45. Time of the Essence
45.1 Save as otherwise expressly provided, time is of the essence in respect of all obligations of yours under this Agreement, including in relation to any Trade. Any failure to act within the time frames prescribed in this Agreement or Trade may result in additional charges, costs, and fees.
46. Miscellaneous
46.1 (No partnership) Nothing in this agreement and no action taken by the parties pursuant to this agreement shall constitute, or be deemed to constitute a partnership, association, joint venture or other co-operative entity.
46.2 (No waiver of terms) A waiver of any term, provision or condition of, or consent granted under, this Agreement 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.
46.3 (No waiver of rights) Any failure or delay on the part of any party in exercising any right, power or privilege under this Agreement 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.
46.4 (No waiver of breaches) No breach of any provision of this Agreement shall be waived or discharged except with the express written consent of the other party.
46.5 (Remedies cumulative) The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by Applicable Law.
46.6 (Governing law) This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.
46.7 (Governing jurisdiction) Subject to clause 46.8, each party to this Agreement irrevocably agrees that the Courts of the Abu Dhabi Global Market shall have exclusive jurisdiction to hear, settle and/or determine the Dispute. For these purposes, each party irrevocably submits to the jurisdiction of the Courts of the Abu Dhabi Global Markets.
46.8 If any Dispute arises between the parties in relation to any matter which cannot be resolved informally, only the extent required by the Applicable Laws in your country of residence or incorporation (as applicable), nothing in this Agreement limits your right to bring proceedings in relation to the Dispute in the courts of any country in which you are resident or incorporated (as applicable), and the bringing or continuing of proceedings in any one or more jurisdictions shall not preclude the bringing of proceedings in any other jurisdiction, whether concurrently or not.
46.9 (Entire agreement) You and Deribit acknowledge and agree that:
a) this Agreement constitutes the entire and only agreement between us and you relating to the subject matter of the this Agreement; and
b) it has not been induced to enter into this Agreement 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 this Agreement 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 46.9 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 this Agreement or any rights which any of them may have in respect of fraudulent concealment by any of them.
46.10 (Co-operation) If any action or proceeding is brought by or against us by a third party including an Underlying Principal in relation to the Agreement or arising out of any act or omission by us required or permitted under the Agreement, you agree to co-operate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.
46.11 (No third party rights) No term in this Agreement shall be enforceable by any person other than the parties.
Section F: Definitions and Interpretation
47. Section F: Definitions and Interpretation
47.1 In these Terms the following words, expressions, and abbreviations shall have the following meanings, unless the context otherwise requires:
Account
A Main Account or a Subaccount and has its own user ID. Each Account can consist of multiple Currencies.
Authorised Representative
An Authorised Representative means a person who is specifically authorised to act on your behalf as further set out in clause 5 of these Terms.
Adverse Market Movement
Adverse Market Movement means the occurrence of a movement, that may be significant and/or material.
Agreement
Agreement has the meaning given to it as clause 1.3 of these Terms.
Algorithmic Trading
Algorithmic Trading has the meaning given to it in the Rulebook.
API
API means an application programming interface with the Exchange that enables you to externally manage your Account and enter into Spot Trades and/or Derivative Contracts on the Exchange.
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 an clearing house or settlement system applicable to that person's activities on the Exchange. For the avoidance of doubt, this includes the VARA Rules and Regulations as amended from time to time.
Authorised Representative
Authorised Representative has the meaning given to it in clause 5.1 of these Terms.
Available Balance
Available Balance means the Fiat and the monetary value of Virtual Assets (based on the different currencies that the Virtual Assets in your Account are quoted in) in your Account which can be utilised to support Margin, and does not include any Unrealised P&L.
Base Currency
Base Currency means the first Virtual Asset or Fiat stated in a Trading Pair.
Business Day
Business Day means Monday to Friday during hours on which commercial and clearing banks are open for general business in Dubai, excluding public holidays.
Confidential Information
Confidential Information means all information relating to Deribit or a Member's business, personnel, clients or financial or other affairs which is not publicly known including, without limitation, information relating to:
(a) this Agreement;
(b) the Exchange, and any services available on the Exchange; and/or
(c) future projects, business development or planning, commercial relationships and negotiations.
Confirmation
Confirmation means a written confirmation provided to you by Deribit, confirming the details of the Trade you are entering into, including but not limited to the Settlement Date and the Base Currency.
Contract Date
Contract Date means the date when the Derivative Contract is entered into.
Contract Specifications
Contract Specifications has the meaning given to it in clause 1.3 of these Terms.
Counter Currency
Counter Currency means the second Virtual Asset or Fiat stated ina Trading Pair.
Cross Collateral Portfolio Margin
Cross Collateral Portfolio Margin has the meaning given to it in the Rulebook.
Cross Collateral Standard Margin
Cross Collateral Standard Margin has the meaning given to it in the Rulebook.
Currency
Currency has the meaning given to it in the Rulebook.
Delivery Price
This is the time weighted average price of the Index to determine at which prices instruments are delivered at the point of expiry.
Deribit
Shall have the meaning in clause 1.1 of these Terms.
Derivative Contract
Derivative Contract has the meaning given to it in clause 2.1(b) of these Terms and further detailed in the Rulebook.
Direct Electronic Access or "DEA"
Direct Electronic Access or "DEA" has the meaning given to it in the Rulebook.
Dispute
Dispute has the meaning given to it in clause 40 of these Terms.
DWTC
DWTC means Dubai World Trade Centre.
Equity
Equity has the meaning given to it in the Rulebook.
Event of Default
Event of Default means the occurrence of any of the following events:
(a) your breach, repudiation, or default (however characterized) under the Agreement, of or related to any Order, Position, Trade or use of the Exchange, including but not limited to the failure to make a payment including of fees, charges, costs, or delivery of Equity, Base Currency, Virtual Assets, or to perform any other obligations in connection with any Order, Position, Trade, or use of the Exchange when due;
(b) any action is taken or event occurs which Deribit reasonably considers might have a material adverse effect upon your ability to perform your obligations under this Agreement;
(c) if Deribit determines in its reasonable discretion that you may have violated any Applicable Law in connection with your use of the Exchange;
(d) if Deribit determines in its reasonable discretion that you may have violated any accepted market practice in connection with your use of the Exchange;
(e) if Deribit 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 the Agreement; 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 Derivative Contract relates to; and/or
(i) if Deribit determines in its reasonable discretion that any of the above events is likely to happen in the immediate future.
Exchange
Exchange has the meaning given to it in clause 2.1 of these Terms.
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.
Force Majeure Event
Force Majeure Event means any event beyond our reasonable control, including, but not limited to:
(a) flood, extraordinary weather conditions, earthquake, storms, tornadoes, hurricanes, typhoons, natural disasters, or any other Act of God,
(b) pandemic or epidemics, public health emergency of national or international concern
(c) fire, war, insurrection, riot, labour dispute, accident, the action of government or political interference, sanctions and embargos,
(d) any act or regulation made by a government, supra national body or authority that we believe stops us from providing any or all of the Services to you;
(e) failure of our suppliers to comply with their obligations, a communications failure (including internet connections, information systems and communication channels), power failure, or equipment or software malfunction, any other similar acts or events,
(f) the suspension or closure of any exchange and/or the nationalisation of any exchange by a government;
(g) liquidity providers not providing, or being unable to provide liquidity, to Deribit where such was not reasonable foreseeable;
(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 Derivative Contract relates to; and/or
(i) disruptions, errors, distortions or delays, provided such events are not the result of a party's fraud, gross negligence or wilful default.
High Frequency Trading or "HFT"
High Frequency Trading or "HFT" has the meaning given to it in the Rulebook.
Indemnified Parties
Indemnified Parties has the meaning given to it in clause 30.1 of these Terms.
Index
Deribit calculates an index of a virtual asset to determine a reliable spot price of that particular virtual 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.
Initial Margin
Initial Margin has the meaning given to it in the Rulebook.
Insurance Fund
Insurance Fund has the meaning given to it in the Rulebook.
Intellectual Property Rights
Intellectual Property Rights has the meaning given in clause 37 of these Terms.
Inverse
This refers to the instruments that settle in the Base Currency.
Linear
This refers to the instruments that settle in the Settlement Currency USDC.
Liquidation Amount
Liquidation Amount has the meaning given to it in clause 23.4(c) of these Terms.
Liquidation Date
Liquidation Date has the meaning given to it in clause 23.3 of these Terms.
Liquidation Fee
Liquidation Fee has the meaning given to it in the Rulebook.
Liquidation Process
Liquidation Process has the meaning given to it in the Rulebook.
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; and
(b) indirect, special, incidental, consequential, punitive or other damages or losses of a similar nature arising out of any form of Dispute, 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.
Main Account
The account that is assigned to a Member at point Deribit accepts that Member's application / registration on the Exchange and excludes any Subaccount.
Maintenance Margin
Maintenance Margin has the meaning given to it in the Rulebook.
Manifest Error
Manifest Error means any error that we reasonably believe to be obvious or easily demonstrable without extensive investigation.
Margin
Margin has the meaning given to it in the Rulebook. There are two types of Margin, "Initial Margin" and "Maintenance Margin".
Margin Balance
Margin Balance has the meaning given to it in the Rulebook.
Margin Balance under Cross Collateral
Margin Balance under Cross Collateral has the meaning given to it in the Rulebook.
Mark Price
Mark Price has the meaning given to it in the Rulebook.
Member
Member means a person (natural person or otherwise) who has been approved by us as a client and has access to the Exchange.
Order
Order has the meaning given to it in the Rulebook.
Segregated Portfolio Margin
Segregated Portfolio Margin has the meaning given to it in the Rulebook.
Position
Position has the meaning given to it in the Rulebook.
Regulatory Body
Regulatory Body means the VARA and any other similar regulatory, governmental, civil, judiciary, state body, or similar, having jurisdiction over the Deribit and the Exchange.
Related Party
Related Party means with respect to Deribit, any other undertaking which, directly or indirectly, controls, is controlled by, or is under common control with Deribit.
Restricted Jurisdiction
Restricted Jurisdiction has the meaning given to it in the Rulebook
Restricted Person
Restricted Person has the meaning given to it in the Rulebook.
Risk Management Account
means the non-Member account responsible for taking over Positions of Members as described in clause 7.4(a)
Rulebook
Rulebook means the Exchange Rulebook as described in clause 1.3 of these Terms.
Settlement Currency
Is the Virtual Asset or Fiat in which the Trade settles.
Socialised Loss Mechanism
Socialised Loss Mechanism has the meaning given to it in clause 12.4 of these Terms.
Spot Trade
Spot Trade has the meaning described in clause 2.1(a) of these Terms.
Segregated Standard Margin
Segregated Standard Margin has the meaning given to it in the Rulebook.
Subaccount
A Subaccount is a separate account listed under an existing Main Account and is margined independently from other Accounts and Subaccounts.
Supplementary Terms
Supplementary Terms has the meaning given to it in clause 1.3 of these Terms
Termination Notice
Termination Notice has the meaning given to it in clause 22.5 of these Terms.
Terms
Terms means these Exchange Membership Terms as described in claus 1.3.
Test Account
means the non-Member account used for testing features and products on the Exchange as described in clause 7.4(c)
Trade
Trade has the meaning given to it in the Rulebook.
Trading Hours
Trading Hours has the meaning given to it in the Rulebook.
Trading Pair
Trading Pair means the combination of a Base Currency and a Counter Currency as stated in the Confirmation.
Underlying Principal
Underlying Principal has the meaning given to it in clause 5.4 of these Terms.
Unrealised Profit and Loss or "Unrealised P&L"
Unrealised Profit and Loss or "Unrealised P&L" has the meaning given to it in the Rulebook.
VARA
VARA means the Dubai Virtual Asset Regulatory Authority.
VASP
VASP means Virtual Asset Service Provider.
VARA Regulations
The regulations and guidance published by VARA as amended from time to time.
Virtual Asset
Virtual Asset means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes Virtual Tokens, and any digital representation of any other value as determined by VARA.
Virtual Token
Virtual Token means a digital representation of a set of rights that can be digitally offered and traded through the Exchange.
Website
Website means www.deribit.com or any other website provided by Deribit to you from time to time where you can access information regarding the Exchange, including the Rule Book, Fee Schedules, Trading Hours, and other information which we make available from time to time.
47.2 The following rules also apply in interpreting the Agreement between you and us, except where the context makes it clear that a rule is not intended to apply:
a) a singular word includes the plural, and vice versa;
b) a word which suggests one gender includes the other genders;
c) if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;
d) clause headings are for ease of reference only and do not form part of these Terms;
e) a references in to any rule, regulation, statute or statutory instrument or Applicable Law includes any modification, amendment, extension or re-enactment thereof; and,
47.3 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.
Annex A: Information Security
The Company maintains a formalised information security policy to comply with various regulatory and business requirements. This security policy protects all sensitive and confidential data stored, accessed, or transmitted by our software platform, including its applications, components, infrastructure, and underlying code.
The Company has designed a risk assessment program to assess the organisation’s enterprise-level risk at least annually or upon significant changes to the environment. This program is designed to identify and assess threats to and vulnerabilities in systems and in service.
The Company takes responsibility for implementing appropriate technical and organisational safeguards to ensure the protection of sensitive information. Employees of the Company are required to read and accept the terms of a confidentiality agreement upon hire that states they are prohibited from disclosing any company data from the systems and system components to which they have access.
The Company maintains strict control access to restrict private information to privileged users. These users are required to abide by their assigned responsibilities related to their elevated access.
The Company has established a Data Handling, Retention, and Disposal Program to manage information in accordance with applicable laws, regulations, policies, and standards. This program establishes a formal data retention schedule and implements a data classification standard to ensure the confidential data is secured.
The Company retains sensitive and confidential data only for as long as necessary to fulfil its purposes unless otherwise required by law or to meet legal and client contractual obligations.
The Company segments its network to prevent direct or unauthorised connections between an external network and its information systems, in particular confidential data in cloud environments.
The Company maintains a vulnerability management program to ensure the confidentiality, integrity, and availability (CIA) of the organisation’s information systems landscape, which includes all critical system resources. The program includes internal and external scans, penetration testing, and issue remediation for the purposes of identifying, detecting, classifying, prioritising, remediating, validating, and continuously monitoring vulnerabilities.
The Company conducts independent third-party penetration tests at least annually on any systems with Confidential data or with a critical risk rating to identify security vulnerabilities.