v4 Terms of Use

THE DYDX V4 PROTOCOL, AND ASSOCIATED SOFTWARE AND DOCUMENTATION INCLUDING THE DYDX MATERIALS (AS DEFINED BELOW) (“DYDX SOFTWARE”) WAS NOT DEVELOPED FOR, AND IS NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA OR CANADA (COLLECTIVELY, “BLOCKED PERSONS”). MOREOVER, NO DYDX SOFTWARE IS OFFERED TO PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN ANY RESTRICTED TERRITORY (AS DEFINED IN THE TERMS OF USE) (COLLECTIVELY, “RESTRICTED PERSONS”). THERE ARE NO EXCEPTIONS; THEREFORE, IF YOU ARE A BLOCKED PERSON, THEN DO NOT ATTEMPT TO USE DYDX SOFTWARE AND IF YOU ARE A RESTRICTED PERSON (AS DEFINED IN THE TERMS OF USE), THEN DO NOT ATTEMPT TO USE ANY OF DYDX SOFTWARE. USE OF ANY TECHNOLOGY OR MECHANISM, SUCH AS A VIRTUAL PRIVATE NETWORK (“VPN”) TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED.

BY USING DYDX SOFTWARE, YOU CONFIRM THAT (A) YOU ARE NOT A BLOCKED PERSON OR RESTRICTED PERSON; AND (B) YOU (INCLUDING, IF APPLICABLE, YOUR INDIVIDUAL OWNERS, REPRESENTATIVES, EMPLOYEES, OR ANY OTHER PERSON WITH ACCESS TO YOUR DYDX ACCOUNT) WILL NOT COORDINATE, CONDUCT OR CONTROL (INCLUDING BY, IN SUBSTANCE OR EFFECT, MAKING DECISIONS WITH RESPECT TO) YOUR USE OF DYDX SOFTWARE FROM WITHIN THE UNITED STATES OF AMERICA, CANADA OR ANY RESTRICTED TERRITORY.

YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT (I) YOU MUST NOT MODIFY, DISASSEMBLE, DECOMPILE, ADAPT, ALTER, TRANSLATE, REVERSE ENGINEER OR CREATE DERIVATIVE WORKS OF DYDX SOFTWARE TO MAKE SUCH DYDX SOFTWARE AVAILABLE TO ANY BLOCKED PERSONS OR RESTRICTED PERSONS; AND (II) DYDX DOES NOT AND WILL NOT HAVE CONTROL OVER THE DEVELOPMENT, GROWTH, MAINTENANCE OR OPERATIONS OF ANY PROTOCOL USING THE DYDX SOFTWARE.

These v4 terms of use, together with the Privacy Policy, and any other documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that dYdX Trading Inc. and its affiliates (“dYdX,” “we,” “us” and “our”) posts publicly or makes available to you or the company or other legal entity you represent (“you” or “your”) (collectively, these “Terms”), are entered into between dYdX and you concerning your use of, and access to dYdX Software.

The provisions of the Terms of Use (the “Terms of Use”) are incorporated herein by reference other than Sections 2.4, 7.4, 10.10 and 10.11, and the Terms of Use shall apply mutatis mutandis to these Terms. For the purposes of these Terms, capitalized terms shall have the same meanings given to such terms in the Terms of Use, except that:

• all references to the “Services”, “Site” and “Interface” in the Terms of Use shall be understood as references to “dYdX Software”;

• all references to “Ethereum” in the Terms of Use shall be understood as references to “Ethereum or Cosmos”; and

• all references to “Ethereum address” in the Terms of Use shall be understood as references to “Ethereum or Cosmos address, or other applicable address”.

Please review these Terms and the Terms of Use carefully to understand your rights and obligations, including with respect to governing law, arbitration, venue for dispute resolution and other dispute resolution matters, prohibited activities, indemnification, disclosures and disclaimers, limitations of liability, and exclusions of consequential damages and other claims.

1.   Modifications to These Terms

We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through dYdX Software or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of dYdX Software after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using dYdX Software.

2.   License

Any dYdX code, software or documentation, including dYdX v4 Software Documentation website (“dYdX Materials”) is subject to the applicable license (the "License") set forth in the applicable GitHub repository or other location where we provide such dYdX Materials. If no license is set forth therein, or if there is any ambiguity as to what license applies in any applicable GitHub repository (or submodule within any such repository) or other location where we provide such dYdX Materials, then such dYdX Materials is subject to the following license:

Proprietary License © 2023 dYdX Trading Inc.

dYdX Trading Inc. ("dYdX") hereby grants you the right to access, copy and use the code in this repository (the "Licensed Code") solely for purposes of evaluating the Licensed Code and evaluating interoperability of the Licensed Code with your products and services.

You agree not to (a) access, copy or use the Licensed Code for any purpose other than as expressly licensed above, (b) provide, disclose or distribute the Licensed Code to any third party, or (c) modify or creative derivative works of the Licensed Code. Any violation of these terms will automatically terminate your rights under these terms.

All copies of the Licensed Code are subject to these terms. You must conspicuously display these terms on each copy of the Licensed Code.

dYdX intends to make the Licensed Code available under an open source license in the near term. The terms of this license apply unless and until the Licensed Code is made available by dYdX under an open source license. These terms do not grant you any right in any trademarks, service marks or logos of dYdX or its affiliates.

Subject to your compliance with Applicable Law and these Terms, you are granted the right to use dYdX Software under the terms of the License; provided, however, that if you violate any Applicable Law in your use of dYdX Software, all of your rights and licenses to use (including any rights to reproduce, distribute, install or modify) dYdX Software will automatically and immediately terminate, and you will no longer be permitted to perform any of the foregoing actions.

3.   Use of dYdX Software and its Risks

As a condition to accessing or using dYdX Software, you acknowledge, understand, and agree to the following:

• you must not modify, alter or create derivative works of dYdX Software that impairs the default detection and prevention mechanisms with respected to Blocked Persons or Restricted Persons incorporated in dYdX Software;

• you are responsible for auditing and reviewing any dYdX Software prior to using such dYdX Software;

• dYdX Software remains under development, which creates technological and security risks when using such dYdX Software in addition to uncertainty relating to the Cosmos blockchain, Digital Assets and transactions therein; for example, a copy of your private keys may be stored locally in plaintext when you use the “Remember me” feature;

• dYdX does not, and will not operate, run or deploy dYdX Software;

• dYdX may, in its sole discretion, provide updates, new releases or security upgrades to dYdX Software from time to time and it is your obligation and discretion to track the foregoing and keep your dYdX Software up-to-date;

• dYdX does not have any obligation to provide any user, technical or other support with respect to dYdX Software; provided, however, that dYdX may, in our sole discretion, provide such services to any persons at any time and the provision of such services does not establish any precedent, policy, procedure, course of dealing or plan of general application irrespective of any similarity in facts or circumstances involving any other persons;

• dYdX does not have any control, influence or endorse any users of dYdX Software, including any persons referenced or listed on the Site or the Interface, and you hereby expressly assume the risks of interacting with such users and any dYdX Software, or modifications, adaptations, alterations, translations, or other derivative works thereof provided by such users;

• dYdX has used commercially reasonable efforts to provide any information on the Site, the Interface or any other location where we provide documentation, including any references to, or listings of, any users of dYdX Software, and dYdX is providing such information to you solely as a courtesy; for the avoidance of doubt, any such documentation does not constitute an agreement, commitment or contract, and is subject to these Terms, or any agreement, commitment or contract between you and dYdX;

• the use of dYdX Software to facilitate trading of any contract or other product is not an endorsement by dYdX of such contract or other product or of any underlying asset referenced by such contract or other product, nor does it constitute financial advice, trading advice or any other type of advice or recommendation; 

• dYdX does not recommend the purchase or sale of any contract or other product that may become supported by dYdX Software and will not be held responsible for any trading decisions made by you;

• the use of dYdX Software to facilitate trading of any contract or other product is not a representation by dYdX that the trading of such contract or other product or any underlying asset referenced by such contract or other product is permitted under the laws of the jurisdiction in which you reside or other Applicable Laws; you are responsible for ensuring that your use of the dYdX Software complies with Applicable Law;

• certain dYdX Software includes a x/gov module that facilitates the modification of certain default parameters in such dYdX Software, and all other default parameters will be determined by dYdX in our sole discretion irrespective of actions by any applicable governance community; provided, however, that, subject to the License, you may fork dYdX Software and make changes in the code to modify any parameters that cannot be modified using the x/gov module;

• any applicable governance community or set of validators, as applicable, will determine in their sole discretion whether to adopt any hard fork or other significant software updates to dYdX Software by dYdX;

• you hereby expressly assume the risks set forth in the Terms of Use, including Sections 2.2, 10 and 12 thereof, and this Section 3, and acknowledge and agree that dYdX will have no responsibility or liability for the risks set forth in the Terms of Use and this Section 3; and

• you hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against dYdX and our Representatives related to any of the risks set forth in the Terms of Use, including Sections 2.2, 10 and 12 thereof, and this Section 3.

4. Disclosures; Disclaimers

To the maximum extent permitted under Applicable Law (as defined in the Terms of Use), dYdX Software and the Licensed Code provided by or on behalf of us is provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, and whether or not known or discoverable, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that dYdX Software (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in dYdX Software or the Licensed Code are correctable or will be correctable.

You acknowledge that data you provide while accessing or using dYdX Software or the Licensed Code may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.

dYdX reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, for any reason whatsoever, dYdX Software or the Licensed Code (or any part thereof) with or without notice. dYdX shall not be liable to you or to any third party for any modification, suspension or discontinuance of dYdX Software or the Licensed Code.

5. Limitation of Damages; Exclusion of Consequential and Related Damages

Without limitation of any other provision of these Terms, you hereby agree that neither dYdX nor any of its Representatives (as defined in the Terms of Use) will have any responsibility or liability whatsoever for any loss or injury sustained by you or any third parties as a result of (a) any equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs that dYdX or any of our suppliers or contractors may undertake from time to time; (c) causes beyond dYdX’s control or that dYdX could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason. Under no circumstances will dYdX or its Representatives have any liability for any such loss or injury caused by any of the foregoing events, including but not limited to any obligation to cover or reimburse any damages or losses caused by such events. You expressly acknowledge that any risk of loss resulting from such events shall be borne by you, and you expressly assume any and all such risks.

In no event will dYdX, our suppliers and contractors, and dYdX’s or our suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with dYdX Software or the Licensed Code (and any of their respective content and functionality), any execution or settlement of a transaction, any performance or non-performance of dYdX Software, the Licensed Code or any other product, service or other item provided by or on behalf of dYdX, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is dYdX in any way responsible for the execution or settlement of transactions between users of dYdX Software or the Licensed Code.

6. Limitation of Liability

Without limitation of any provision of these Terms, in the event that dYdX or any related party is found liable under these Terms, the aggregate liability of dYdX (together with our equity owners, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors), arising out of or in connection with your use of dYdX Software (and any of their content and functionality), any performance or nonperformance of dYdX Software, the Licensed Code or any other product, service or other item provided by or on behalf of dYdX, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability, will not exceed the amount of fees paid by you to dYdX under these Terms, if any, in the two (2) month period immediately preceding the event giving rise to the claim for liability.

7.   General

Unless the context expressly otherwise requires, for purposes of these Terms, (a) wherever the word “include,” “includes” or “including” is used in these Terms, it will be deemed to be followed by the words “without limitation”; and (b) the word “or” will not be exclusive.