DeepBook App Terms of Use

Please read these Terms of Use (the “Terms”) and our Privacy Policy carefully because they govern your use of the user interface located at https://app.deepbook.xyz (the “Interface”) offered and operated by the DeepBook Trading Foundation, a private foundation formed under the laws of the Republic of Panama, d/b/a DeepBook Trading (“DeepBook”, “DeepBook Trading”, “we”, “us” or “our”). These Terms include the DeepBook App Products Addendum set out at the end of these Terms (the “Products Addendum”), which contains additional product-specific terms, disclosures and risk factors and forms an integral part of these Terms.

Important notice regarding arbitration: When you agree to these terms you are agreeing (with limited exception) to resolve any dispute between you and DeepBook Trading through binding, individual arbitration rather than in court. Please review carefully Section 15 (Dispute Resolution) below for details regarding arbitration. However, if you are a resident of a jurisdiction where applicable law prohibits arbitration of disputes, the agreement to arbitrate in Section 15 will not apply to you but the provisions of Section 14 (Governing Law and Forum Choice) will apply instead and, to the fullest extent permitted by applicable law, the waivers set out in Section 16 (Class Action Waiver; Jury Trial Waiver) will continue to apply to you.

Please note that Third-Party Services (as defined below) may have their own Terms of Service/Use (or equivalent thereof) and Privacy Policies associated with their products/services that continue to apply to users who access such services through the Interface. Prior to accessing or using such Third-Party Services in connection with the Interface, you are responsible for reviewing, agreeing to and complying with such Terms of Service/Use (or equivalent thereof) and Privacy Policies.

1 Agreement to Terms

By using the Interface, you agree to be bound by these Terms, including the Products Addendum, and the Privacy Policy. If you don’t agree to be bound by these Terms or the Privacy Policy, you are expressly prohibited from using the Interface. In the event of any conflict between the body of these Terms and the Products Addendum with respect to a specific product or feature, the Products Addendum will control with respect to that product or feature. Each time you access or use the Interface, you renew and reaffirm each of the representations, warranties, acknowledgements and agreements contained in these Terms.

2 Changes to these Terms or the Interface

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Interface. It’s important that you review the Terms whenever we update them or you use the Interface. If you continue to use the Interface after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Interface anymore. We may change or discontinue all or any part of the Interface, at any time and without notice, at our sole discretion.

3 Who May Use the Interface?

You may use the Interface only if you are 18 years or older and capable of forming a binding contract with DeepBook Trading, and not otherwise barred from using the Interface under applicable law.

Access to and use of the Interface, including all of the functionalities and features accessible through it, is strictly prohibited for any user who satisfies any of the following conditions (a “Restricted Person”):

is located in, resident in, incorporated or organized in, has a registered office or principal place of business in, or is accessing the interface from any of the following jurisdictions (collectively, the “Restricted Jurisdictions”): Afghanistan, Belarus, China, Cuba, Iran, North Korea, Myanmar, Philippines, Singapore, Russia, and Syria;
is, or is owned or controlled by, or is acting on behalf of or for the benefit of, a person or entity that is the target or subject of any sanctions, trade embargoes or other restrictive measures administered or enforced by OFAC, the United Nations Security Council, the European Union or any of its member states, His Majesty’s Treasury, or any other sanctions authority having jurisdiction over DeepBook Trading, including any person or entity listed on the OFAC Specially Designated Nationals and Blocked Persons List or any other applicable sanctions list;
owns, controls, or uses a wallet address that DeepBook Trading or a screening provider reasonably identifies as associated with sanctions, theft, fraud, ransomware, terrorist financing, money laundering, darknet markets, unauthorized mixing services or other unlawful activity;
is not legally permitted under all applicable laws to access, use, and transact through financial products of the type available through the Interface;
has not obtained all consents and approvals required under applicable law to use the Interface; or
is acting on behalf of, at the direction of, or for the benefit of any person or entity that would fail to meet any of the foregoing conditions.

We reserve the right to add additional jurisdictions to the list of Restricted Jurisdictions at any time without notice, in response to changes in law, regulatory guidance, or our compliance assessment. Without limiting the generality of the foregoing, you acknowledge and agree that we may, in our sole discretion, designate one or more jurisdictions as “Limited Jurisdictions.” Persons accessing the Interface from a Limited Jurisdiction will only be permitted to undertake a limited number of activities via the Interface such as to cease or deprecate their use of prior features and functionalities. Designation of a jurisdiction as a Limited Jurisdiction may be made or withdrawn at any time, with or without notice.

By accessing or using the Interface, you represent, warrant and agree, on a continuing basis, that you are not a Restricted Person, that you are not accessing or using the Interface from within any Restricted Jurisdiction, and that you will not access or use the Interface on behalf of, or for the benefit of, any Restricted Person.

Feature-Specific Restrictions

The Interface is available to US users, subject to the other eligibility requirements in these Terms. Predict (outcome markets) is not available to US users.

For the purposes of the Predict restrictions below, a “US Person” means a citizen or national of the United States, a lawful permanent resident of the United States, an individual ordinarily resident of the United States, an entity organized or incorporated under U.S. law, or any person acting for the account or benefit of any such person.

Certain features within the Interface carry enhanced risk or distinct local regulatory frameworks. DeepBook Trading may selectively restrict specific jurisdictions from accessing these specific features, at any time in its sole discretion.

USE OF PREDICT (OUTCOME MARKETS) IS NOT PERMITTED BY ANY US PERSON, ANY RESTRICTED PERSON, OR PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, HAVE A REGISTERED OFFICE IN, OR HAVE THEIR PRINCIPAL PLACE OF BUSINESS IN AFGHANISTAN, BELARUS, CHINA, CUBA, IRAN, NORTH KOREA, MYANMAR, PHILIPPINES, SINGAPORE, RUSSIA, SYRIA, AND THE UNITED STATES, OR ANY OTHER RESTRICTED JURISDICTION (EACH, AN “EXCLUDED PERSON”). ADDITIONALLY, USE OF SUCH FEATURES IS NOT PERMITTED BY PERSONS OR ENTITIES (I) ON BEHALF OF ANY EXCLUDED PERSON(S) OR (II) DIRECTED, COORDINATED OR CONTROLLED BY ANY EXCLUDED PERSON (ANY SUCH PERSON OR ENTITY ALSO SHALL BE CONSIDERED AN EXCLUDED PERSON).

VPN and Circumvention Policy

WE MAY IMPLEMENT TECHNICAL, OPERATIONAL OR OTHER MEASURES DESIGNED TO BLOCK ACCESS TO CERTAIN FEATURES ON THE INTERFACE BY SUCH EXCLUDED OR RESTRICTED PERSONS. YOU UNDERSTAND AND AGREE NOT TO ACCESS OR USE SUCH FEATURES IF YOU ARE AN EXCLUDED OR RESTRICTED PERSON. YOU ARE STRICTLY PROHIBITED FROM UTILIZING VPNS, ROUTING PROXIES, OR ANY LOCATION-DISGUISING SOFTWARE TO BYPASS THESE CONTROLS. ANY PERSON IN VIOLATION OF THESE TERMS MAY BE PROHIBITED FROM ACCESSING THE INTERFACE. WITHOUT LIMITING THE FOREGOING DEEPBOOK TRADING RESERVES THE ABSOLUTE RIGHT TO INSTANTLY BLOCK, BLACKLIST, OR TERMINATE ACCESS FOR ANY WALLET ADDRESS FLAGGED BY OUR SCREENING PROTOCOLS AT ANY TIME IN OUR SOLE DISCRETION.

4 The Interface and Third-Party Services

The Interface is a web-based interface operated by DeepBook Trading that aggregates, and allows users to access, connect to and interact with, third-party websites, applications, interfaces, protocols, smart contracts, products, services, technologies, software (including open-source software), information and other resources, whether by hyperlink, kick-out link, embedded frame or window, integration, routing or otherwise (collectively, “Third-Party Services”), including various third-party smart contract-based products and services deployed on Sui, a decentralized blockchain protocol. All of the smart contract-based products, services and features accessible through or displayed within the Interface, including all of the products described in the Products Addendum, are Third-Party Services. The Interface functions solely as a unified, web-based means of visualizing, accessing and interacting with Third-Party Services; DeepBook Trading operates the Interface only, and DeepBook Trading is not the provider, operator, issuer, sponsor or counterparty of or to any Third-Party Service. DeepBook Trading does not develop, deploy, own, operate, maintain or control any of the underlying smart contracts and protocols, nor does it custody, hold or exercise any control over any user assets. A Third-Party Service does not cease to be a Third-Party Service merely because it is displayed within, framed by, presented with branding consistent with, or otherwise appears integrated into, the Interface.

You acknowledge and agree that the underlying smart contracts operate independently on Sui, a Layer-1 blockchain, none of which is hosted, maintained, or controlled by DeepBook Trading. You interact with the underlying smart contracts entirely in a self-directed manner. The Interface is only one of several means by which you may interact with such smart contracts and protocols; the underlying smart contracts and protocols are publicly accessible, and you can access and interact with them directly on-chain, or through third-party interfaces, without using the Interface. The Interface, and any access to Third-Party Services that it provides, is made available solely as a convenience to you.

4.1 Third-Party Terms Govern

We do not review, approve, monitor, operate, control, endorse, warrant or make any representation with respect to any Third-Party Service. Your access to and use of any Third-Party Service is governed by the terms of service, privacy policy, licenses and other agreements of the applicable third-party provider (including any licenses applicable to third-party technologies and components, such as the Sui blockchain and its associated infrastructure), and not by these Terms; provided that your conduct in connection with the Interface remains at all times subject to these Terms. You should carefully review the applicable third-party terms before accessing or using any Third-Party Service. You acknowledge sole responsibility for, and assume all risks arising from, your access to or use of any Third-Party Service.

4.2 No Responsibility for Third-Party Services

Because we have no control over Third-Party Services, you acknowledge and agree that we are not responsible for the availability, accuracy, security, legality or performance of any Third-Party Service, or the software or services provided by third parties, and we do not endorse and are not responsible or liable for any content, advertising, products, services or other materials on or available from any Third-Party Service. You further acknowledge and agree that neither DeepBook Trading nor any of its service providers, nor our or their affiliates, nor our or their respective officers, directors, employees and agents (each, a “Covered Party”) shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your access to or use of, or your reliance on any content, goods or services available on or through, any Third-Party Service.

4.3 Changes to the Interface and Third-Party Services

DeepBook Trading may modify, update, suspend, or discontinue any portion of the Interface, features, or integrations at any time, in its sole discretion, without prior notice or liability. Without limiting the foregoing, we may add, remove, substitute, suspend or discontinue any Third-Party Service, or your ability to access any Third-Party Service through the Interface, at any time, in our sole discretion, without notice or liability.

4.4 Rate Limits and Access Controls

To manage risk and protect system integrity, DeepBook Trading reserves the absolute right to impose caps, rate limits, volume restrictions, or other access controls (“Limits”) on any user’s activity. Limits may be changed, lowered, or implemented at any time without notice, at our sole discretion. Decisions regarding Limits are final and not subject to appeal.

4.5 Suspension and Termination

We may immediately suspend, restrict, or terminate your access to any specific feature, product, or the entire Interface without notice if we suspect fraudulent, deceptive, unlawful, or manipulative activity, or if we deem that it is necessary or appropriate for legal, regulatory or other similar purposes.

4.6 Fees

Protocol Fees. The underlying third-party products and services may charge trading fees, spread, or other fees pursuant to the parameters encoded in their smart contracts and the underlying blockchain protocol. These fees are smart contract- or protocol-governed parameters, are collected by the smart contract or blockchain protocol’s built-in logic, and, except as described under Interface Fees below, are not paid to or collected by DeepBook Trading. Fee information displayed on the Interface, where provided, is for informational purposes only and may not reflect real-time smart contract or protocol parameters. We have no control over such smart contract or protocol fees, nor do we have the ability to refund such fees.

Interface Fees. DeepBook Trading may, at its election, charge fees for use of the Interface. Any applicable Interface fees will be disclosed to you prior to any transaction to which they apply. DeepBook Trading may also receive fees, commissions, revenue shares or other compensation from third parties in connection with Third-Party Services accessible through the Interface. No such arrangement makes DeepBook Trading the provider or operator of, or a counterparty to, any Third-Party Service, or constitutes an endorsement of any Third-Party Service.

4.7 Taxes

You are solely responsible for determining, reporting, and satisfying any and all tax obligations arising from your use of the Interface and the Protocol, including income, capital gains, VAT, GST, and any other taxes applicable in your jurisdiction. DeepBook Trading does not provide tax advice and does not make any representation regarding the tax treatment of any transaction.

4.8 Wallet Connection

To use the Interface, you must connect a compatible network wallet that you own and independently control. By connecting your wallet, you authorize the Interface to read your wallet’s public address, balances and on-chain history, and to present transaction requests to your wallet application for your authorization under permissions you approve. The Interface does not access your private keys or independently authorize any transaction to the blockchain.

4.9 Non-Custodial Wallet

The Interface is non-custodial. You retain custody and control of your digital assets at all times. Neither DeepBook Trading nor any of its affiliates:

holds, accesses, moves, or has custody of your digital assets;
has access to your private key, seed phrase, or wallet credentials at any time;
can reverse, modify, or cancel any transaction you have signed or submitted to the blockchain;
can retrieve assets lost through user error, incorrect addresses, unintended approvals, or compromised wallet security; or
acts as a financial intermediary, broker, dealer, exchange, custodian, investment adviser, or fiduciary with respect to any transaction you undertake.

Your assets are held entirely in your self-custodied wallet and all transactions are governed by the rules encoded in the underlying smart contracts. Assets transferred to a smart contract are governed by its code and applicable terms.

4.10 User-Initiated Signing

Transactions submitted to the blockchain through the Interface are authorized through your wallet under permissions you approve. Those permissions may include session, delegated or auto-confirmation functionality provided by your wallet provider, under which subsequent transactions may be signed without a separate prompt. DeepBook Trading does not hold your private key or independently sign on your behalf. You are solely responsible for: (a) reviewing all transaction parameters and the scope, duration and limits of any wallet permissions before approving them; (b) ensuring those permissions cover only transactions or categories of transactions you intend to authorize; (c) the security of your wallet, private key, seed phrase, and authentication credentials; and (d) any losses arising from authorizing or signing unintended transactions, compromised wallet security, phishing, malware, social-engineering, or any other user error of any kind.

4.11 Blockchain Transaction Finality

Once a transaction is pushed to the blockchain, it is final and immutable. DeepBook Trading cannot reverse a trade, recover mistaken asset transfers, modify transactions or transaction addresses, dispute or adjust any parameters associated with such transaction. Underlying smart contracts may be upgradeable or include administrative, pause, freeze, or other controls exercisable by their providers or governance participants.

DeepBook Trading is not responsible for failed transactions, lagging oracle data, or interface downtime caused by blockchain congestion, RPC failures, or internet routing problems. You represent that you are sophisticated enough to understand that trading on cryptographic rails carries an inherent risk of operational failure.

5 Intellectual Property

Subject to your compliance with these Terms, DeepBook Trading grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Interface. We may make available through the Interface content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content. Except for the limited license set out above, nothing in these Terms grants you any right, title or interest in or to the Interface or any content made available through it.

6 Reward Points

Through interaction with the Interface, you may be eligible to earn rewards points (“Points”). Points do not hold any intrinsic monetary value, do not constitute personal property of the user, and should not be treated as such. There is no guarantee that any points will have any value whatsoever. Any points you accrue are honorific and do not guarantee you any rights, utility or value.
The number of Points earned may vary depending on the nature, type and amount of your interaction with the Interface, as determined by us in our sole discretion. We reserve the right to determine, in our sole discretion, the number of Points awarded, if any, for any given interaction. We expressly reserve the right, in our sole and absolute discretion, to modify, alter, or change the calculation of Points at any time and for any reason without notice. Such modifications, alterations, or changes may include, but are not limited to, increasing or decreasing the number of Points awarded for a specific interaction, changing the activities for which Points may be awarded, starting or stopping the awarding of Points, modifying the cadence of awarding Points, changing the requirements or availability of any particular rewards ranking or division, changing the amount of Points awarded for any given time period, or imposing limits on the accumulation of Points.
Some countries, regions or geographical areas may not be eligible to access or receive, or take certain other actions with respect to the Points. We do not guarantee the continued availability of any Points. We reserve all rights to modify or cancel any Points previously awarded or accrued by any user or all users, and may cease awarding Points at any time or from time to time.
You acknowledge and agree that any Points you may accrue from time to time: (a) have no cash value unless explicitly stated otherwise; (b) may be subject to additional conditions for redemption; (c) are not guaranteed and may be canceled or forfeited at our sole discretion; and (d) are subject to applicable laws and regulations, which may restrict or prohibit participation in certain jurisdictions. We reserve the right to modify or cancel any benefits if compliance with applicable laws requires such actions, and, at our sole discretion, to evaluate compliance retroactively and take such remedial actions as it deems necessary.

7 General Prohibitions and DeepBook Trading’s Enforcement Rights

You agree not to do any of the following:

Use, display, mirror or frame the Interface or any individual element within the Interface, Interface’s name, any DeepBook Trading trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without DeepBook Trading’s express written consent;
Access, tamper with, or use non-public areas of the Interface, DeepBook Trading’s computer systems, or the technical delivery systems of DeepBook Trading’s providers;
Attempt to probe, scan or test the vulnerability of any DeepBook Trading system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by DeepBook Trading or any of DeepBook Trading’s providers or any other third party (including another user) to protect the Interface;
Attempt to access or search the Interface or download content from the Interface using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by DeepBook Trading or other generally available third-party web browsers;
Use the Interface, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Interface;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation;
Engage in wash trading, spoofing, front-running, pump-and-dump schemes, coordinated attacks, or any kind of market manipulation or activity to distort markets or liquidation mechanics;
Use VPNs, proxies, or location-spoofing tools to bypass geographic access restrictions. DeepBook Trading reserves the right to instantly block wallets flagged by advanced screening protocols;
Use the Interface to route, conceal, or process funds tied to money laundering, sanctions evasion, terrorist financing, or other illegal purposes;
Deploy high-frequency trading bots, data scraping scripts, or other automated tools that exceed reasonable usage or bypass rate limits without authorization; or
Encourage or enable any other individual to do any of the foregoing.

DeepBook Trading is not obligated to monitor access to or use of the Interface or to review or edit any content. However, we have the right to do so for the purpose of operating the Interface, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to, or block your wallet address from, the Interface or any content or features, at any time and without notice or liability, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Interface. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8 No Investment Advice

Any information provided by the Interface is for informational purposes only and should not be construed as professional, technical, operational, investment, or other advice. For the avoidance of doubt, you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. Making the Interface or any Third-Party Service available does not make DeepBook Trading or any other Covered Party your trustee or investment adviser and no fiduciary relationship exists between us. We have no trust or other obligations to you.

9 No Fiduciary Duty

Neither DeepBook Trading nor any Covered Party is your broker, agent, or advisor and neither us nor any Covered Party has any fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Interface. We do not evaluate or monitor the suitability of trading activities for users or provide any advice on the consequences of interacting with financial systems, products or services. You should not take, or refrain from taking, any action based on any information contained on the Interface, or any other information that we may make available at any time.

10 Termination

We may suspend or terminate your access to and use of the Interface, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of these Terms or the Interface, the following Sections will survive: 5 through 17 (inclusive), together with the Products Addendum.

11 Warranty and Disclaimers

11.1 “As Is” Disclaimer

THE INTERFACE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Interface will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Interface. Any reliance you place on such information or content is strictly at your own risk.

11.2 Crypto and Trading Risks

By using the Interface, you acknowledge and explicitly accept the risks of blockchain systems and decentralized finance products, including but not limited to:

Extreme asset price volatility and permanent loss of funds.
Smart contract vulnerabilities, bugs, hacks, phishing schemes, and cyberattacks.
Network congestion, oracle failures, protocol upgrades, or delayed transaction execution.
Third-party market manipulation, wash trading, or insider trading by other users.
Compromised private keys or wallet vulnerabilities.
Network-level consensus failures, including vulnerabilities in the blockchain’s consensus mechanism, 51% attacks, protocol bugs, or attacks on the underlying protocol’s smart contracts.
The risks of any Third-Party Service you access or use through or in connection with the Interface.

Additional product-specific terms, disclosures and risk factors are set out in the Products Addendum. You should review the Products Addendum carefully before accessing or using any product available through the Interface, and by using any such product you acknowledge and accept all of the risks of such product, including, without limitation, those described in the Products Addendum with respect to that product.

By accessing and using the Interface, you represent that you are financially and technically sophisticated such that you fully understand and assume the inherent risks associated with using cryptographic and blockchain-based systems, and that you have the knowledge, experience and financial ability to evaluate the merits and risks of, and to bear the risks of, each transaction you enter into through the Interface, including the total loss of all digital assets involved.

11.3 Data Accuracy

The Interface may display price quotes, market depth, liquidation prices, leverage ratios, and other market data sourced from third-party on-chain protocols and oracle feeds. This data may experience latency, omissions, or inaccuracies due to network conditions, oracle delays, or smart contract state changes. Prices displayed on the Interface are not guaranteed to match execution prices. You are solely responsible for independently verifying all critical parameters, including leverage ratios, liquidation prices, collateral requirements, and oracle feeds, before submitting any transaction. DeepBook Trading makes no warranty regarding the accuracy or real-time nature of any displayed data and assumes no liability for execution prices that differ from displayed prices, slippage, or losses caused by relying on displayed data.

11.4 Release

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU COMPLETELY RELEASE AND WAIVE ANY AND ALL CLAIMS, DAMAGES, OR LIABILITY AGAINST DEEPBOOK TRADING, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING FROM OR RELATING TO YOUR USE OF THE INTERFACE. YOU WILL HAVE NO RECOURSE AGAINST DEEPBOOK TRADING FOR LOSSES DUE TO YOUR USE OF THE INTERFACE, INCLUDING, BUT NOT LIMITED TO:

incorrect information, including any displayed token values, or transaction details;
failures of blockchain networks, including forks, congestion, oracle errors or malicious attacks;
any losses caused by consensus mechanism vulnerabilities, network-level attacks (including 51% attacks), or bugs in the underlying protocol or smart contracts;
corrupted cryptocurrency wallet files or wallet incompatibilities;
unauthorized access to wallets or accounts, including losses caused by compromised private keys;
errors or inaccuracies in the Interface or its underlying software;
failures of, or actions or omissions by, any third party or any Third-Party Service, including any Third-Party Service you access or use through or in connection with the Interface;
slippage or market inefficiencies when executing trades;
any malfunction or failure of the protocol or smart contracts accessible through the Interface;
disputed or erroneous settlement, outcome determination, liquidation, redemption or payout of any product accessible through the Interface;
regulatory actions or legal uncertainties affecting the availability or use of DeepBook Trading or related assets, and features of the Interface.

12 Indemnity

You will indemnify and hold DeepBook Trading and each other Covered Party harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with:

Your access to or use of the Interface or any Third-Party Service;
Your violation of these Terms;
Your violation of any applicable law or regulation, or of any rights of any other person or entity; or
Any inaccurate, false or misleading information or representation you provide or make under or in connection with these Terms, including with respect to your jurisdiction, location, or status as a Restricted Person or Excluded Person.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of any such claim. You will not settle any such claim without our prior written consent.

13 Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER DEEPBOOK TRADING NOR ANY OTHER COVERED PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE INTERFACE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DEEPBOOK TRADING OR ANY COVERED PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13.2 IN NO EVENT WILL DEEPBOOK TRADING OR ANY OTHER COVERED PARTY BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES INCURRED BY YOU IN CONNECTION WITH YOUR USE OF ANY THIRD-PARTY SERVICE.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF DEEPBOOK TRADING OR ANY COVERED PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE INTERFACE EXCEED ONE HUNDRED U.S. DOLLARS ($100).

13.4 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DEEPBOOK TRADING AND YOU.

13.5 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE INTERFACE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.

14 Governing Law and Forum Choice

These Terms and any action related thereto will be governed by the laws of Panama, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and DeepBook Trading are not required to arbitrate will be the courts located in Panama, and you and DeepBook Trading each waive any objection to jurisdiction and venue in such courts.

15 Dispute Resolution

15.1 Informal Resolution of Disputes

You and DeepBook Trading must first attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Interface (collectively, “Disputes”) informally through good-faith negotiation. Compliance with this Section 15(a) is a condition precedent to commencing any arbitration under Section 15(b). The party raising a Dispute must first notify the other party of the Dispute in writing (a “Dispute Notice”). A Dispute Notice from you must include: (1) your name, email address and the wallet address(es) you used to access the Interface, (2) a description of the nature and basis of the Dispute, and (3) the specific relief you seek.

Within thirty (30) days after a Dispute Notice is received, you and DeepBook Trading agree to confer in good faith in a genuine effort to resolve the Dispute. Delivery of a Dispute Notice alone does not satisfy this requirement: each party must personally and meaningfully participate in the good-faith discussions contemplated by this Section 15(a). If the Dispute is not resolved within sixty (60) days after the Dispute Notice is received (which period may be extended by written agreement of the parties), either party may commence arbitration in accordance with Section 15(b). Any applicable statute of limitations, and any filing-fee deadline, will be tolled while the parties engage in the informal dispute resolution process required by this Section 15(a).

15.2 Mandatory Arbitration of Disputes

Any unresolved controversy or claim arising out of or relating to these Terms shall be determined by arbitration administered in accordance with the Arbitration and Settlement Centre of Panama (CECAP). All disputes shall be heard by a single arbitrator. The place of arbitration shall be Panama City, Republic of Panama, unless the parties agree otherwise. The language to be used in the arbitral proceedings shall be English. Prior to the issue or delivery of the arbitral award, each party will bear its own costs in respect of the arbitration, following which, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. An award by the arbitrator shall be final and conclusive and binding upon the parties and shall not be subject to further appeal. Each party may enforce any award granted in accordance with this Section in any court of competent jurisdiction. The parties shall keep confidential the existence of the arbitration, the arbitral proceedings, all submissions and materials exchanged in the arbitration, and any decision or award of the arbitrator, except as necessary to enforce an award or as otherwise required by applicable law.

15.3 Exceptions

As a limited exception to Section 15(b) above, we both may seek to resolve a Dispute in small claims court if it qualifies. In addition, each party retains the right to seek injunctive or other equitable relief in accordance with Section 17(f), whether or not this Section 15 applies to you.

16 Class Action Waiver; Jury Trial Waiver

16.1 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DEEPBOOK TRADING AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. This waiver applies to all Disputes and to all claims and requests for relief, whether pursued in arbitration or in court, and whether or not Section 15 applies to you. If a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this Section 16(a) is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) shall be severed and may be brought exclusively in the courts specified in Section 15, on an individual basis, and this Section 16(a) shall remain in full force and effect as to all other claims and requests for relief.

16.2 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND DEEPBOOK TRADING EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE INTERFACE. This waiver applies whether or not Section 15 applies to you.

17 General Terms

17.1 Reservation of Rights

DeepBook Trading owns all right, title and interest in and to the Interface, including all associated intellectual property rights to the extent created by or licensed exclusively to DeepBook Trading. You acknowledge that the Interface is protected by copyright, trademark, and other applicable intellectual property laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Interface.

17.2 Entire Agreement

These Terms (including the Products Addendum) constitute the entire and exclusive understanding and agreement between DeepBook Trading and you regarding the Interface, and these Terms supersede and replace all prior oral or written understandings or agreements between DeepBook Trading and you regarding the Interface. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

17.3 Assignment

Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without DeepBook Trading’s prior written consent. Any attempted assignment or transfer by you in violation of the foregoing will be null and void. DeepBook Trading may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.4 Notices

Any notices or other communications provided by DeepBook Trading under these Terms will be given by posting to the Interface or by any other reasonable means, including by email if you have provided an email address to us. Notices to DeepBook Trading must be sent to the contact address set out in Section 18 and will be deemed given when actually received.

17.5 Waiver of Rights

DeepBook Trading’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of DeepBook Trading. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17.6 Injunctive and Equitable Relief

Notwithstanding anything to the contrary in these Terms, and whether or not Section 15 applies to you, each party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction to prevent (or enjoin) the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights, or any unauthorized access to, abuse of, or interference with the Interface. Seeking such relief will not be deemed a waiver of any right to arbitrate under Section 15.

17.7 Force Majeure

Neither DeepBook Trading nor any other Covered Party will be liable for any delay or failure to perform, or for any loss, resulting in whole or in part from causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, embargoes, acts of civil or military authorities, fire, flood, accident, pandemic or epidemic, strikes or labor shortages, shortages of transportation, facilities, fuel, energy or materials, denial-of-service or other attacks, failures or outages of the internet, blockchain networks, telecommunications systems or third-party infrastructure, or changes in applicable law or regulatory action.

17.8 No Third-Party Beneficiaries

Except for the Covered Parties, each of which may enforce the provisions of these Terms that confer rights or protections on it, these Terms do not and are not intended to confer any rights or remedies upon any person other than you and DeepBook Trading.

17.9 Headings

Section headings are for convenience of reference only and do not affect the meaning or interpretation of these Terms.

18 Contact Information

If you have any questions about these Terms or the Interface, please contact DeepBook Trading at:

[Email — TBD]

DeepBook App Products Addendum

This Products Addendum (this “Addendum”) forms part of, and is incorporated by reference into, the DeepBook App Terms of Use (the “Terms”). Capitalized terms used but not defined in this Addendum have the meanings given to them in the Terms.

The Interface provides access to various third-party smart contract-based products, each with distinct mechanics, risks, and operational characteristics. This Addendum describes certain key products, their associated risks, and the additional terms that govern your use of each through the Interface.

YOU ARE STRONGLY ADVISED TO REVIEW THE TERMS OF THE APPLICABLE THIRD-PARTY SERVICE BEFORE ACCESSING IT THROUGH THE INTERFACE. YOU AGREE TO HOLD THE COVERED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS AND LIABILITIES ARISING OUT OF OR RELATING TO YOUR USE OF ANY THIRD-PARTY SERVICE MADE AVAILABLE ON OR THROUGH THE INTERFACE.

The descriptions and risk disclosures in this Addendum are illustrative only and are not exhaustive: they do not identify every feature of, or every risk associated with, any product, and additional product-specific terms may be presented to you within the Interface. We may add, modify, restrict, suspend or remove any product at any time, in our sole discretion, without notice or liability.

All of the smart contract-based products accessible through the Interface are Third-Party Services, including where such products are displayed within, framed by, or otherwise appear integrated into the Interface. Section 4 of the Terms applies to all such Third-Party Services, and your use of any such product is also governed by the applicable third party’s own terms. DeepBook Trading provides interface access only; DeepBook Trading does not operate any product described in this Addendum and is not a counterparty to any transaction you enter into through any such product.

1 Spot Trading

1.1 How Spot Trading Works

Spot trading allows you to buy and sell tokens by interacting directly with on-chain liquidity pools and order books. When you submit a trade, your transaction is routed to the underlying smart contracts, executes based on available liquidity, and becomes final once confirmed on-chain. DeepBook Trading does not custody tokens, facilitate execution, or act as a counterparty.

1.2 Execution and Slippage Risk

Price data displayed in the Interface reflects market conditions at the moment of rendering and may not match your execution price due to network latency, order book changes, or market movement. You accept all slippage risk.

DeepBook Trading does not guarantee that orders will execute, that liquidity will be available, or that your transaction will be confirmed on-chain within any timeframe. Failed transactions cannot be recovered or refunded.

1.3 Token Risk

Any token may become permanently worthless at any time, including due to issuer insolvency, depegging, regulatory action, smart contract vulnerabilities, project abandonment, or market conditions. You are solely responsible for verifying token legitimacy before trading. DeepBook Trading does not screen, audit, or warrant any token’s safety or value.

1.4 No Spot Trading Guarantee

Nothing in these Terms or on the Interface constitutes a recommendation, guarantee of execution or liquidity, endorsement of any token, or a representation that spot trading is appropriate for you.

2 Outcome Markets

2.1 How Outcome Markets Work

Outcome markets allow you to take positions on the outcome of objectively verifiable price events, such as whether the price of a specified asset will be at, above or below a specified level at a specified time. Positions are established, maintained and settled entirely by smart contract logic. Settlement occurs when an oracle reports the outcome. DeepBook Trading does not create markets, determine outcomes, or hold or pay out positions.

Access to outcome markets is subject to the feature-specific jurisdictional restrictions set out in Section 3 of the Terms. Predict (outcome markets) is not available to US users. No Excluded Person may access or use outcome markets.

2.2 Oracle-Driven and Irreversible Settlement

All settlements are determined entirely by programmatic smart contract logic and oracle data feeds, with no human intervention or appeals process. Once settled, outcomes are final and irreversible, even if the oracle data is later discovered to be incorrect, disputed by market participants, or legally challenged off-chain.

2.3 Oracle Risk

Settlement depends entirely on oracle accuracy. Oracles may provide manipulated, delayed, incorrect, or conflicting data. DeepBook Trading has no ability to dispute, verify, or alter oracle data or settlement outcomes. You assume all risk that oracle data is inaccurate.

2.4 Total Loss Risk

Outcome market positions may result in complete and total loss of your entire position value upon settlement. No partial recovery, liquidation warning, or opportunity to exit is possible once settlement occurs.

2.5 No Outcome Market Guarantee

Nothing in these Terms or on the Interface constitutes a recommendation, guarantee of oracle accuracy, or a representation that any outcome determination is fair or appropriate for you.

3 Vaults

3.1 How Vaults Work

A vault (each, a “Vault”) is a smart contract-based liquidity pool deployed on the blockchain by a third party unaffiliated with DeepBook Trading. Vaults accessible through the Interface are Third-Party Services, including where they are displayed within or framed by the Interface. You deposit eligible assets and receive liquidity provider tokens (“PLP Tokens”) representing your proportional claim against the Vault’s assets. DeepBook Trading does not operate, manage, or custody the Vault, does not select or direct any trading or investment strategy of the Vault, and does not exercise any discretion over Vault assets; you interact directly with the underlying smart contracts, which operate autonomously in accordance with their code.

3.2 PLP Tokens Are Not Deposits

PLP Tokens are not deposits with DeepBook Trading, not insured, and not guaranteed to maintain any value. They represent only your pro-rata claim against whatever assets are currently in the Vault. The value of PLP Tokens fluctuates based on trading activity, market conditions, and oracle data. PLP Token value may decrease to zero.

3.3 Counterparty Risk

The Vault backs aggregate user trading. If traders are collectively profitable, Vault assets are depleted to pay them. Your PLP Tokens may lose value if the Vault experiences net losses from trading activity. You assume all risk that traders may win more than they lose.

3.4 Smart Contract and Oracle Risk

Bugs, vulnerabilities, or errors in the Vault smart contracts may cause total loss of your deposited assets. Oracle errors or manipulation may cause mispriced settlements that deplete the Vault. You assume all risk of smart contract failures and oracle inaccuracy.

3.5 Liquidity and Withdrawal Risk

Vault withdrawals may be restricted, delayed, or queued based on Vault utilization and defined parameters. You may be unable to exit your position immediately. Regulatory changes could restrict or prohibit the Vault’s operation entirely.

3.6 No Vault Endorsement

Nothing in these Terms or on the Interface constitutes a recommendation to deposit in the Vault, a guarantee of returns, or a representation that Vault participation is appropriate for you.

4 Lending and Borrowing

4.1 How Lending Works

The Interface may provide access to lending and borrowing protocols that allow you to supply digital assets to smart contract-based liquidity markets to earn algorithmically determined interest, or to borrow digital assets against collateral you supply. All supply, borrowing, interest accrual, collateralization and liquidation functions are performed automatically by the applicable protocol’s smart contracts. Lending products accessible through the Interface are Third-Party Services operated by third parties unaffiliated with DeepBook Trading, including where they are displayed within or framed by the Interface. DeepBook Trading does not hold your supplied assets or collateral, does not set or guarantee any interest rate, and is not a lender, borrower or counterparty to any lending transaction.

4.2 Liquidation Risk

If the value of your collateral declines relative to your borrowings, or if required collateralization ratios otherwise cease to be maintained, your collateral may be liquidated automatically and immediately by the protocol, in whole or in part, and liquidation penalties may apply. Liquidations are executed by smart contract logic and third-party liquidators; DeepBook Trading cannot halt, delay, reverse or mitigate any liquidation. Sudden price movements, oracle latency or network congestion may cause liquidation to occur at prices significantly worse than displayed prices.

4.3 Interest Rate and Liquidity Risk

Supply and borrowing rates are variable, are determined algorithmically based on utilization and other protocol parameters, and may change at any time without notice. During periods of high utilization or market stress, you may be unable to withdraw supplied assets, or to repay or refinance borrowings, when desired.

4.4 Protocol and Asset Risk

Bugs, vulnerabilities, exploits or design flaws in a lending protocol, or the depegging, devaluation or failure of any supplied, borrowed or collateral asset, may result in the partial or total loss of your assets. You assume all such risks.

4.5 No Lending Guarantee

Nothing in these Terms or on the Interface constitutes a recommendation to supply or borrow any asset, a guarantee of any interest rate or return, or a representation that any lending product is appropriate for you.

5 Perpetuals and Leveraged Trading Risks

5.1 How Perpetual Futures Work

Perpetual futures are leveraged derivative contracts that allow you to take long or short positions on an underlying asset without owning it. You deposit collateral, can borrow additional funds through leverage, and your position is updated in real-time based on oracle prices. Perpetual futures products accessible through the Interface are Third-Party Services operated by third parties unaffiliated with DeepBook Trading, including where they are displayed within or framed by the Interface.

5.2 Leverage Amplifies Losses

LEVERAGED TRADING IS EXTREMELY HIGH RISK AND CARRIES AN IMMEDIATE RISK OF TOTAL CAPITAL LOSS. LEVERAGE AMPLIFIES BOTH GAINS AND LOSSES, AND EVEN SMALL PRICE MOVEMENTS CAN RESULT IN THE COMPLETE LOSS OF YOUR DEPOSITED FUNDS. IN CERTAIN CIRCUMSTANCES — INCLUDING GAP EVENTS, ORACLE FAILURES OR DELAYS, EXTREME MARKET CONDITIONS, OR THE OPERATION OF SOCIALIZED-LOSS OR AUTO-DELEVERAGING MECHANISMS — YOUR LOSSES MAY EXCEED THE AMOUNTS YOU DEPOSITED OR POSTED AS COLLATERAL. YOU SHOULD NOT ENGAGE IN LEVERAGED TRADING UNLESS YOU FULLY UNDERSTAND, AND ARE ABLE TO BEAR, THESE RISKS.

5.3 Automatic and Irreversible Liquidation

If your account balance drops below the maintenance margin level, your position is liquidated automatically. DeepBook Trading has no ability to halt liquidations, reverse margin calls, delay liquidation, or recover assets lost to liquidation. Once liquidated, your position is closed and collateral is lost.

5.4 Gap Risk and Oracle Latency

Your position may be liquidated due to sudden price gaps or oracle delays. If the underlying asset experiences a sharp price jump between oracle updates, your position may be liquidated instantly at a significantly worse price. Network congestion or oracle delays may further increase losses before liquidation occurs.

5.5 Funding Rates

To maintain price alignment between perpetuals and spot prices, funding rates are paid continuously between long and short traders. During volatile periods, funding rates can be substantial and may rapidly deplete your account even if price moves favorably. You pay funding rates regardless of whether your position is profitable.

5.6 Your Responsibility

You are solely responsible for choosing an appropriate leverage level, monitoring your liquidation price at all times, and accepting that you may be liquidated. DeepBook Trading does not monitor positions, provide liquidation warnings, or recommend leverage levels.

5.7 No Perpetuals Guarantee

Nothing in these Terms or on the Interface constitutes a recommendation regarding leverage levels, a guarantee that your position will not be liquidated, or a representation that liquidation will occur at any particular price.