12.1 Changes to these Terms
a. We may amend, modify, update, and change any of the terms and conditions contained in these Terms in our reasonable discretion from time to time.b. We will endeavour to give you at least ten (10) days prior notice of any change that is likely to materially affect or disrupt the manner in which you use the Application, except in circumstances where such a change is due to a change by a third party provider assisting in the operation of the Application and we were not aware of the change in advance. In these circumstances, we will endeavour to notify you in a reasonable time period after becoming aware of the change.c. Any subsequent access, viewing, or use of the Application will constitute your acceptance of any new or modified terms. If you do not agree with any new or modified terms, you must immediately cease using the Application.
12.2 Choice of Law (Governing law)
These Terms and any Dispute will be governed by and construed in accordance with the laws of Panama.
12.3 Subcontracting
We may subcontract (including to any of our affiliates) the whole or any part of our obligations under these Terms without your prior written consent.
12.4 Taxes
It is your responsibility to determine whether and to what extent any taxes apply to any interactions you make through the Application and to without collect, report, and remit the correct amounts of taxes to the applicable tax authorities.
12.5 Assignment
We may assign our rights and obligations either in whole or in part under these Terms. Your rights and obligations are personal to you and therefore non-assignable.
12.6 Invalidity
a. If a provision of these Terms or a right or remedy of a party under these Terms is invalid or unenforceable in a particular jurisdiction:i. It is read down or severed in that jurisdiction only to the extent of the invalidity or unenforceability; andii. It does not affect the invalidity or enforceability of that provision in another jurisdiction or the remaining provisions in any jurisdiction.
b. This clause 12.6 is not limited by any other provision of these Terms in relation to severability, prohibition, or enforceability.
12.7 Survival of Indemnities
Each indemnity contained in these Terms is an additional, separate, and independent obligation, and no one indemnity limits the generality of another indemnity.
12.8 Severability
Any term of these Terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected.
12.9 Force Majeure
We shall not be liable for delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including but not limited to any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
12.10 Enforcement of Our Rights
We may not always strictly enforce our rights under these Terms. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
12.11 Survival
All provisions contained in these Terms which by their nature extend beyond the expiration or termination of these Terms will continue to be binding and operate after the termination or expiration of these Terms.
13. Definitions and Interpretation
13.1 Definitions
The following definitions apply in these Terms:Applicable Law means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in-force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event, or other matter, including any rule, order, judgment, directive, or other requirement or guideline issued by any domestic or foreign federal, provincial, or state, municipal, local, or other governmental, regulatory, judicial, or administrative authority having jurisdiction over us, you, the Application, or the Derive Protocol, or as otherwise duly enacted, enforceable by law, common law, or equity.Application has the meaning given to that term in clause 1(b).Consequential Loss means any loss, damage, or costs incurred by you that is indirect or consequential as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation, or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.Consumer Guarantee means any right you may have under consumer protection laws against providers of goods or services.Disputes has the meaning given to that term in clause 10.1(a).Indemnified Parties has the meaning given to that term in clause 9.1(a).Derive DAO has the meaning given to that term in clause 1(a).Derive Protocol has the meaning given to that term in clause 1(a).Open Source Licence has the meaning given to that term in clause 7(a).Personal Information has the meaning assigned to the terms “personal information” or “personally identifiable information” or similar under Applicable Law and will at a minimum mean any information whether true or not and whether recorded in a material form or not relating to a natural person whose identity is apparent or can reasonably be ascertained from the information or any combination of them.Restricted Person means a person, entity, organization, company, trust, partnership, estate, resident, citizen, or agent of or incorporated in, governed by, or established under the laws of Australia, the United States of America, Canada, Panama, Iran, Iraq, Libya, Mali, Nicaragua, Cuba, Democratic People’s Republic of Korea (North Korea), Russia, Somalia, Sudan, Syria, Yemen, Zimbabwe, Myanmar (Burma), Cote D'Ivoire (Ivory Coast), Democratic Republic of Congo, the regions of Crimea, Donetsk, or Luhansk, or any other country or region that is notified by us as a restricted region from time to time.Self Hosted Third Party Wallet has the meaning given to that term in clause 5.1(a).Shards has the meaning given to that term in clause 5.1(c).Sanctioned Person means a person, resident, citizen, or agent of, or incorporated in, any jurisdiction which is listed on any economic or trade restrictions, sanctions, or embargo list, or specifically designated persons lists published by international organizations as well as any state and governmental authorities of any jurisdiction, including but not limited to the lists of United Nations, European Union and its Member States, United States of America, United Kingdom, and Australia sanctions lists.Terms has the meaning given to that term in clause 1(c).VPN means virtual private network.we, us, or our has the meaning given to those terms in clause 1(d).you, your, or user(s) has the meaning given to those terms in clause 1(d).
13.2 Interpretation
In these Terms, the following rules of interpretation apply unless the contrary intention appears:a. Headings are for convenience only and do not affect the interpretation of these Terms;b. The singular includes the plural and vice versa;c. Words that are gender neutral or gender specific include each gender;d. Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;e. The words ’such as’, ’including’, ’particularly’, and similar expressions are not words of limitation;f. A reference to:i. a person includes a natural person, partnership, joint venture, government agency, association, corporation, trust, or other corporate body;ii. a thing (including but not limited to a chose in action or other right) includes a part of that thing;iii. a party includes its agents, successors and permitted assigns;iv. a document includes all amendments or supplements to that document;v. a clause, term, party, schedule or attachment is a reference to a clause or term of, or party, schedule or attachment to these Terms;vi. these Terms include all schedules and attachments to it;vii. a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common law or equity and is a reference to that law as amended, consolidated or replaced;viii. a statute includes any regulation, ordinance, by-law or other subordinate legislation under it;ix. an agreement other than these Terms includes an undertaking, or legally enforceable arrangement or understanding whether or not in writing; andx. a monetary amount is in Australian dollars and all amounts payable under or in connection with these Terms are payable in Australian dollars;
g. No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of these Terms or any part of it;h. In determining the time of day where relevant to these Terms, the relevant time of day is:i. For the purposes of giving or receiving notices, the time of day where a party receiving a notice is located; orj. For any other purpose under these Terms, the time of day in the place where the party required to perform an obligation is located;k. A day is the period of time commencing at midnight and ending immediately before the next midnight is to occur;l. If a period of time is calculated from a particular day, act, or event (such as the giving of a notice), unless otherwise stated in these Terms, it is to be calculated exclusive of that day or the day of that act or event.