Optivi Terms of Use

Last updated: Please review these terms carefully before using the Platform.

1. Introduction

Optivi ("Optivi", "we", "us", or "our") operates a broker platform and user interface that provides simplified access to crypto asset options and derivatives markets built on the Derive Protocol infrastructure. The platform is accessible at app.optivi.xyz and any associated subdomains or applications (collectively, the "Platform" or "Application").

These Terms of Use ("Terms" or "Agreement") govern your access to and use of the Platform and any related services (collectively, the "Services"). By accessing or using the Platform in any manner, you agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, INCLUDING LIMITATIONS OF LIABILITY AND CLASS ACTION WAIVERS.

2. Acceptance of Terms

By accessing, browsing, or otherwise using the Platform, or by clicking "I Agree" or any similar acknowledgment, you confirm that:

You have read, understood, and agree to be bound by these Terms;
You are at least 18 years of age or the minimum age of legal capacity in your jurisdiction, whichever is higher;
You have the legal authority and capacity to enter into this Agreement;
Your use of the Platform complies with all applicable laws and regulations in your jurisdiction.

If you do not agree to these Terms, you must immediately cease using the Platform and Services.

3. Eligibility and Restricted Jurisdictions

3.1 General Eligibility

To use the Platform, you must:

Be at least 18 years of age;
Not be a resident, citizen, or tax resident of any Restricted Jurisdiction (as defined in section 3.2 below);
Not be a Sanctioned Person;
Not be accessing the Platform on behalf of a Sanctioned Person or resident of a Restricted Jurisdiction;
Not use a VPN, proxy service, or other means to circumvent geographic restrictions.

3.2 Restricted Jurisdictions

Access to and use of the Platform is strictly prohibited for persons located in, resident in, or nationals of the following jurisdictions ("Restricted Jurisdictions"):

United States of America and its territories;
Australia, Canada (Ontario), United Kingdom;
Belarus, Burundi, Cuba, Iran, Iraq, North Korea, Libya, Myanmar, Nicaragua, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe; and
Any other jurisdiction where the use of the Platform would be contrary to applicable law or where we have determined, in our sole discretion, to restrict access.

This list may be updated from time to time without prior notice. You are solely responsible for ensuring that your use of the Platform is lawful in your jurisdiction.

3.3 Sanctioned Persons

You represent and warrant that you are not:

A person or entity listed on any sanctions list maintained by the United Nations, European Union, United States (including the OFAC SDN List), United Kingdom, or any other applicable governmental authority; or
Located in, organised under the laws of, or ordinarily resident in any Restricted Jurisdiction.

4. Nature of the Services

4.1 Broker Interface Only

Optivi operates exclusively as a broker-style user interface and does not itself operate an exchange, protocol, or settlement layer. The Platform provides simplified access to options and derivatives markets made available through the Derive Protocol and related infrastructure.

Optivi is not a party to any trade, does not act as a counterparty, does not hold or custody your digital assets, and does not provide execution services in a regulated sense unless explicitly stated.

4.2 No Financial Advice

Nothing on the Platform constitutes financial, investment, legal, or tax advice. All information is provided for informational purposes only. You are solely responsible for your own trading decisions and should consult a qualified professional before making any financial decisions. We do not have any special relationship with or fiduciary duty to you.

4.3 Third-Party Infrastructure

The Platform relies on third-party infrastructure including but not limited to the Derive Protocol, blockchain networks, and external smart contracts. Optivi has no control over and assumes no responsibility for the operation, security, or availability of such third-party infrastructure.

5. User Representations and Warranties

By accessing and using the Platform on a continuing basis, you represent and warrant that:

You meet all eligibility requirements set out in section 3;
All information you provide to us is truthful, accurate, complete, and current;
You are acting on your own behalf and not on behalf of any third party, unless you have disclosed this and have the authority to bind such third party;
You have sufficient knowledge and experience in financial and business matters to evaluate the risks of trading crypto asset options and derivatives;
You understand that crypto asset options and derivatives are highly speculative instruments and you may lose all capital invested;
You are not using the Platform to conduct, facilitate, or conceal any illegal activity, including money laundering, terrorist financing, or tax evasion;
You do not and will not use a VPN, proxy service, or other anonymisation tool to circumvent geographic or regulatory restrictions imposed by the Platform; and
Your use of the Platform complies with all applicable laws and regulations in your jurisdiction.

6. Risk Disclosures

6.1 General Trading Risk

Trading crypto asset options and derivatives involves significant risk of loss and is not appropriate for all investors. You may lose the entire amount of capital deployed. Past performance is not indicative of future results. You should only trade with capital you can afford to lose entirely.

6.2 Options-Specific Risks

Options contracts are complex financial instruments. Key risks include, but are not limited to:

Total loss of premium paid when purchasing options;
Significant loss in the value of option positions due to time decay, volatility changes, or adverse price movements in the underlying asset;
Liquidity risk, including difficulty in unwinding positions at desired prices;
Counterparty risk associated with decentralised protocol infrastructure.

6.3 Crypto-Specific Risks

Digital assets and blockchain technology carry inherent risks including:

Extreme price volatility;
Smart contract bugs, exploits, or failures;
Blockchain network congestion, forks, or failures;
Loss of private keys or wallet access resulting in permanent loss of funds;
Regulatory uncertainty and potential prohibition of digital assets in your jurisdiction;
Hacking, phishing, and other cyber threats.

6.4 No Insurance

Digital assets held in or transacted through the Platform are not covered by any government-sponsored deposit insurance scheme (such as FDIC or equivalent). In the event of loss, there is no public or private insurance arranged by Optivi to provide recourse. We disclaim all responsibility in this regard.

6.5 Regulatory Risk

The regulatory landscape for crypto assets and derivatives is rapidly evolving and varies across jurisdictions. Regulatory actions may adversely impact the availability of the Platform, the legality of your activities, or the value of digital assets. It is impossible to predict how, when, or whether regulatory agencies may apply existing regulations or create new ones with respect to the Derive Protocol or the Application. We or Derive DAO may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal or commercially undesirable to operate there. Optivi assumes no responsibility for regulatory changes affecting your use of the Platform.

6.6 Hacking and Security Risk

Hackers or other malicious actors may attempt to interfere with the Platform, the Derive Protocol, or underlying blockchains in a variety of ways, including through malware, denial of service attacks, consensus-based attacks, or spoofing. We disclaim all responsibility for any such attacks, security weaknesses, damage, or interruptions caused by viruses, spyware, trojan horses, worms, or other malware affecting your equipment, or any phishing or spoofing attack.

6.7 Sophisticated Participant

You warrant that you have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of interacting with the Derive Protocol through the Platform.

7. Wallets and Digital Assets

7.1 Non-Custodial

Optivi does not hold, custody, or control your digital assets at any time. You are solely responsible for the security and control of your digital wallet, private keys, seed phrases, and passwords. We have no ability to recover, restore, or transfer your assets on your behalf.

7.2 Your Responsibilities

You are solely responsible for:

Maintaining the confidentiality and security of your wallet credentials, private keys, and seed phrases;
All transactions initiated through the Platform using your wallet;
Verifying the accuracy of all transaction details before confirming; and
Understanding and accepting all network fees (gas) associated with on-chain transactions.

7.3 Irreversibility

Blockchain transactions are generally irreversible. Once a transaction is broadcast to the network, it cannot be cancelled or reversed by Optivi. You must verify all transaction details carefully before confirming.

8. Prohibited Conduct

When accessing and using the Platform, you must not:

Violate any applicable law or regulation, including securities laws, commodity laws, anti-money laundering laws, or sanctions regulations;
Engage in any form of market manipulation, including spoofing, layering, wash trading, front-running, fictitious or accommodation transactions, or fraudulent trading;
Access the Platform from a Restricted Jurisdiction or use a VPN or other tool to circumvent geographic restrictions;
Attempt to gain unauthorised access to any part of the Platform, underlying infrastructure, or other users' accounts;
Use automated tools, bots, or scrapers to extract data from the Platform without our express written consent;
Introduce malware, viruses, or other harmful code to the Platform or its underlying infrastructure;
Use the Platform to process proceeds of any criminal or fraudulent activity, including terrorism financing or tax evasion;
Impersonate any person or entity or misrepresent your identity or affiliation;
Reverse engineer, decompile, or attempt to access the source code of the Platform;
Take any action that would impose an unreasonable burden on the Platform infrastructure or interfere with other users' access.

9. KYC and AML Compliance

Optivi may, at its sole discretion or as required by applicable law, conduct Know Your Customer (KYC) and Anti-Money Laundering (AML) verification procedures. You agree to:

Promptly provide any information or documentation requested for KYC/AML purposes;
Ensure all information provided is accurate, complete, and not misleading; and
Notify us promptly of any changes to information previously provided.

Failure to provide requested information, provision of false information, or reasonable suspicion of unlawful activity may result in suspension or permanent termination of your access to the Platform. Optivi reserves the right to report suspicious activity to relevant law enforcement or regulatory authorities without prior notice to you.

10. Intellectual Property

All content, technology, trademarks, logos, and materials on the Platform are owned by Optivi or its licensors and are protected by applicable intellectual property laws. Nothing in these Terms grants you any rights to use our trademarks, logos, or branding without our prior written consent.

We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for your personal, non-commercial use in accordance with these Terms. You may not reproduce, distribute, modify, create derivative works of, or otherwise exploit any part of the Platform without our express written permission.

11. Privacy and Data

Your use of the Platform is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

At minimum, we collect your blockchain wallet address and on-chain transaction data. All blockchain transactions are public and beyond our control. We do not collect personally identifiable information unless required by applicable law or with your prior consent.

12. Disclaimer of Warranties

THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

OPTIVI DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE; (B) ANY INFORMATION ON THE PLATFORM IS ACCURATE, COMPLETE, OR CURRENT; (C) THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) ANY DEFECTS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPTIVI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND LICENSORS (COLLECTIVELY, "OPTIVI PARTIES") SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF DIGITAL ASSETS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH:

Your use of or inability to use the Platform;
Any trading losses incurred through the Platform;
Unauthorised access to or alteration of your wallet or transactions;
Any bugs, viruses, or other harmful code transmitted through the Platform;
Any third-party infrastructure, including the Derive Protocol or blockchain networks;
Changes to or discontinuation of the Platform or Services.

THE TOTAL AGGREGATE LIABILITY OF THE OPTIVI PARTIES TO YOU FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY YOU TO OPTIVI IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) USD $100.

14. Indemnification

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

Your access to or use of the Platform;
Your breach of these Terms or any applicable law or regulation;
Your trading activity or investment decisions;
Your violation of any third-party rights; or
Any content or information you submit to the Platform.

15. Dispute Resolution

15.1 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES ("DISPUTE") SHALL BE RESOLVED EXCLUSIVELY THROUGH BINDING INDIVIDUAL ARBITRATION, EXCEPT AS SET FORTH BELOW. YOU AND OPTIVI WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

15.2 Class Action Waiver

All Disputes must be resolved on an individual basis. You may not bring or participate in any class action, collective action, or representative proceeding. You may not consolidate your claim with the claims of any other person.

15.3 Informal Resolution

Before initiating arbitration, the parties agree to attempt to resolve any Dispute informally. The party seeking resolution must provide written notice to the other describing the nature of the Dispute and the relief sought. If the Dispute is not resolved within 30 days of written notice being received, either party may commence arbitration proceedings. Notice to us must be sent to legal@optivi.xyz and must include:

Your name, postal address, and email address;
A description of the nature or basis of the Dispute; and
The specific relief you are seeking.

15.4 Governing Rules

Arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules. The seat of arbitration and the appointing authority shall be determined by Optivi and notified to you. Any arbitration award may be enforced in any court of competent jurisdiction.

16. Governing Law

These Terms and any Dispute arising out of or in any way relating to them or to the Platform (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. You and we irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for any matters not subject to arbitration under section 15.

17. Modifications to Terms and Platform

Optivi reserves the right to modify these Terms at any time. Updated Terms will be posted to the Platform with an updated effective date. We will endeavour to provide at least 10 days' notice of material changes where practicable. Your continued use of the Platform following any modification constitutes your acceptance of the revised Terms.

Optivi may modify, suspend, or discontinue any part of the Platform at any time without liability to you. We will endeavour to provide reasonable advance notice of material changes.

18. Taxes

You are solely responsible for determining and fulfilling all tax obligations arising from your use of the Platform, including any reporting, withholding, or remittance requirements. Optivi assumes no responsibility for any tax-related matters and will not provide tax advice.

19. Termination and Suspension

Optivi may, at its sole discretion and without prior notice, suspend, restrict, or terminate your access to the Platform at any time, including if we reasonably believe you have violated these Terms or any applicable law. Upon termination, all licences granted to you under these Terms will immediately cease.

Sections 6, 12, 13, 14, 15, 16, and 18 of these Terms shall survive any termination or expiration of this Agreement.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Optivi with respect to the Platform and supersede all prior or contemporaneous agreements, communications, or understandings, whether electronic, oral, or written. You represent that you have not relied on any such prior communications in accepting these Terms.

20.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

20.3 No Waiver

Optivi's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. We may not always strictly enforce our rights under these Terms; any failure to do so is temporary and we may enforce our rights strictly again at any time.

20.4 Assignment

Optivi may assign its rights and obligations under these Terms without your consent in connection with a merger, acquisition, or sale of assets. You may not assign your rights or obligations without Optivi's prior written consent.

20.5 Force Majeure

Optivi shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to blockchain network failures, governmental actions, natural disasters, acts of terrorism, civil disturbance, war, labour disputes, or internet outages.

20.6 Language

These Terms are drafted in the English language. Any translation is for reference only. In the event of any conflict between the English version and a translation, the English version shall prevail.

20.7 Contact

For questions regarding these Terms or the Platform, contact us at: contact@optivi.xyz

21. Definitions

For the purposes of these Terms:

"Applicable Law" means any law, regulation, rule, order, directive, or other requirement applicable to you or your use of the Platform in any relevant jurisdiction.
"Derive Protocol" means the decentralised, non-custodial crypto asset options and derivatives trading protocol on which the Platform's trading functionality is built, governed by the Derive DAO.
"Digital Assets" means cryptocurrencies, tokens, and other blockchain-based assets.
"Optivi Parties" has the meaning given in section 13.
"Platform" means the Optivi user interface, application, and related services accessible at app.optivi.io and any associated subdomains.
"Restricted Jurisdiction" has the meaning given in section 3.2.
"Sanctioned Person" means any individual or entity listed on any sanctions list maintained by the UN, EU, US (including OFAC), UK, or any other applicable governmental or international authority.
"Services" means all products, features, and services offered by Optivi through the Platform.