Terms & Conditions of Use

These Terms and Conditions of Use (the “Terms”) are a binding agreement between you (“User” or “you”) and Dera Labs Limited, a private limited company incorporated in England and Wales (company number 16535617), whose registered office is at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom (the “Company”, “we”, “us”, or “our”). They govern your access to and use of the Interface and the Services described below.

1. Definitions

• “Protocol” means the Dera Protocol: a set of autonomous, non-custodial smart contracts deployed on the Ethereum blockchain, together with related software.
• “Interface” means the website(s) at dera.fi and any associated front-ends, applications, or interfaces operated or published by the Company that allow Users to interact with the Protocol.
• “Services” means, collectively, the Protocol, the Interface, and any related services, documentation, or content made available by the Company.
• “DERA” means the functional token used within the Protocol.
• “Protected Parties” means the Company and its parent, subsidiaries, and affiliates, and each of their respective founders, directors, officers, employees, contractors, contributors, agents, and service providers.

2. Acceptance and Modification of Terms

By accessing or interacting with the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Services.

We may modify these Terms at any time. Material changes will be notified via a notice on the Interface or, where applicable, by email. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms. You are encouraged to review these Terms periodically.

3. Non-Custodial Nature and User Responsibility

The Protocol is non-custodial. The Company does not take possession of, control, or manage your funds or private keys at any time. Transactions execute autonomously on the blockchain and you retain sole control of your assets and wallet. You are solely responsible for the security of your wallet, private keys, seed phrases, and devices.

You acknowledge and agree that the Company is not responsible for:

• the loss, theft, misplacement, unauthorised transfer, freezing, or any inability to access digital assets;
• vulnerabilities, exploits, bugs, errors, or failures in smart contracts;
• financial losses arising from market fluctuations, third-party interactions, liquidity failures, hacks, regulatory actions, or other external risks.

4. Nature of the Protocol and the Interface

The Protocol’s smart contracts are deployed and operate autonomously on a public, permissionless blockchain. They are not owned, operated, or controlled by the Company in the course of ordinary operation, and no party can guarantee their behaviour. The Company’s role is limited to publishing an optional Interface that facilitates access to the Protocol; use of the Interface is not required to interact with the Protocol.

Smart contract verification. You must verify the authenticity of smart contract addresses through official Company channels before interacting. Addresses may change due to upgrades, migrations, or security enhancements, and you are solely responsible for ensuring you interact with the correct contracts.

Phishing and front-end security. Malicious actors may replicate the Interface to deceive Users. You are solely responsible for verifying the authenticity of the website URL and the smart contract addresses you interact with. The Company bears no responsibility for losses arising from phishing, spoofed sites, or fraudulent third parties.

5. No Advice; No Fiduciary Relationship

Nothing on the Interface or in the Services constitutes financial, investment, legal, tax, or any other professional advice, and nothing should be construed as a recommendation to enter into any transaction. The Company is not your broker, intermediary, agent, adviser, or fiduciary, and owes you no duty in connection with your use of the Services. You are solely responsible for your own decisions and for conducting your own due diligence.

6. Token Disclaimer

DERA is a functional token used to interact with the Protocol. DERA is not offered by the Company as, and is not intended to constitute, a security, share, unit, bond, derivative, or investment of any kind, and is not offered on the basis of any expectation of profit derived from the efforts of the Company or any third party. You should not acquire or use DERA for speculative purposes. The regulatory treatment of digital assets is uncertain and varies by jurisdiction; you are responsible for determining whether your use of DERA is lawful where you are located.

7. Third-Party Protocols and Services

The Protocol may allocate capital to, or otherwise interact with, third-party protocols and services (including, without limitation, Aave, Compound, and Fluid). The Company does not control and is not responsible for such third-party protocols or services, their smart contracts, their availability, or any loss arising from their failure, exploit, insolvency, or change in terms.

8. Audit Disclosure and Risk Acknowledgement

The Protocol’s smart contracts have undergone independent security review by third-party auditors (including Hacken). Subsequent modifications may have been made, and the deployed smart contracts may therefore differ from any audited version. No audit guarantees security, and smart contracts may still contain vulnerabilities. You assume full responsibility for all risks related to smart contract interactions.

9. Eligibility, Restricted Jurisdictions, Sanctions and Compliance

By using the Services you represent and warrant that you are at least 18 years old and have full legal capacity to enter into these Terms.

The Interface does not implement IP blocking, geolocation restrictions, or KYC verification unless required by applicable law. You are solely responsible for ensuring that your use of the Services complies with all laws, regulations, and tax obligations applicable to you, and for all resulting cost and liability.

You further represent and warrant that you are not:

• a person or entity subject to sanctions administered or enforced by the United Kingdom, European Union, United Nations, or the United States (including the U.S. Office of Foreign Assets Control), or located, ordinarily resident, or organised in any comprehensively sanctioned jurisdiction; and
• using the Services to facilitate money laundering, terrorist financing, fraud, or any other unlawful activity.

10. Assumption of Risk

By accessing or using the Services, you confirm that you understand and voluntarily accept all risks associated with blockchain and decentralized finance systems, including technical failures, smart contract vulnerabilities, cyberattacks, changes in applicable law, market volatility, and user error. Any financial decision you make through or in connection with the Services is made at your own risk.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by law, the Protected Parties disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and make no representation that the Services will be accurate, secure, uninterrupted, error-free, or continuously available.

12. Limitation of Liability

To the fullest extent permitted by law, the Protected Parties shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, or digital assets, arising out of or relating to the Services, including losses arising from smart contract failures, exploits, bugs, vulnerabilities, third-party protocols, or regulatory action.

To the extent any liability of the Protected Parties cannot be excluded, their aggregate liability arising out of or relating to the Services is limited to the greater of (a) the total fees, if any, you paid to the Company in the three (3) months preceding the event giving rise to the liability, or (b) USD 100. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, fraudulent misrepresentation, death, or personal injury caused by negligence.

13. Indemnification

You agree to indemnify, defend, and hold harmless the Protected Parties from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• your use of, or interaction with, the Services;
• your breach of these Terms or of any applicable law, regulation, or tax obligation;
• any security breach, bug, exploit, phishing attack, social engineering, or fraudulent activity affecting you;
• any dispute between you and any third party, including other Users or third-party protocols; and
• any losses related to system failures, data breaches, or unauthorised access occurring while you interact with the Services.

14. Intellectual Property and Acceptable Use

The Interface, including its design, branding, trademarks, text, and content, is owned by or licensed to the Company and is protected by applicable law. You are granted a limited, revocable, non-exclusive, non-transferable licence to use the Interface for its intended purpose. You must not copy, reverse-engineer the Interface, scrape, interfere with, disrupt, or attempt to gain unauthorised access to the Services, or use them for any unlawful purpose.

15. Forward-Looking Statements

Any statements regarding future features, roadmap items, token generation events, incentive programmes (including “Era Zero”), or other plans are aspirational and provided for information only. They do not constitute a promise or commitment, are subject to change without notice, and create no obligation on the Company to deliver any feature, token, airdrop, or reward.

16. Termination and Service Availability

The Company may suspend, modify, restrict, or discontinue the Interface, in whole or in part, at any time and without prior notice. The Company is under no obligation to provide uninterrupted access, continued support, or any compensation in the event of modification or discontinuation.

17. Governing Law and Dispute Resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by the laws of England and Wales.

Subject to the consumer rights notice below, any dispute, claim, or controversy arising out of or relating to these Terms shall be finally resolved by binding arbitration under the Rules of the London Court of International Arbitration (LCIA), which are deemed incorporated by reference. The seat of arbitration shall be London and the language English. To the extent permitted by applicable law, you waive any right to bring or participate in a class, collective, or representative action.

18. Consumer Rights Notice

Nothing in these Terms excludes or limits any rights you may have as a consumer under the mandatory laws of your country of residence, including consumer protection laws in the United Kingdom and the European Union. Where these Terms conflict with such mandatory statutory rights (including any right to bring proceedings in your local courts), those statutory rights prevail.

19. General Provisions

• Force majeure. The Company is not liable for any failure or delay resulting from events beyond its reasonable control, including network failures, blockchain congestion or forks, and acts of third parties.
• Assignment. The Company may assign or transfer these Terms; you may not assign or transfer your rights or obligations without the Company’s prior written consent.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
• No waiver. A failure to enforce any provision is not a waiver of it.
• Entire agreement. These Terms constitute the entire agreement between you and the Company regarding the Services and supersede any prior agreements.
• Language. These Terms are provided in English; any translation is for convenience only and the English version prevails.

20. Contact

For inquiries you may contact the Company at contact@derafoundation.com (for informational purposes only; no guarantee of response). By continuing to use the Services, you affirm that you have read, understood, and agreed to these Terms in their entirety.