Perpetual Futures Terms of Service

This Perpetual Futures Terms of Service (these "Terms") are a legal agreement between you (the "User") and the operator of the Crypto Wallet application ("Crypto Wallet", "we," "us," or "our"), governing your access to and use of the perpetual futures trading functionality made available through Crypto Wallet (the "Perpetual Futures Service", also referred to as the "Perpetual Service").

By accessing or using the Perpetual Futures Service, you acknowledge that you have read, understood and agree to be bound by these Terms, as amended from time to time. If you do not agree, you must not use the Perpetual Futures Service.

These Terms supplement and form part of the Crypto Wallet User Agreement (the "User Agreement"). In the event of any inconsistency between these Terms and the User Agreement, these Terms shall prevail solely with respect to the Perpetual Futures Service.

The following are incorporated into, and form part of, these Terms (as updated from time to time in accordance with Section 18): (a) the Perpetual Futures FAQ (which describes formulas, mechanics, operational procedures, fees, and examples for the Perpetual Futures Service), and (b) platform disclosures and parameter settings shown in the Crypto Wallet interface relating to margin, leverage, funding, liquidation, Mark Price, ADL, and other risk-engine settings (collectively, the "FAQ and Disclosures"). If there is any conflict between these Terms and the FAQ and Disclosures, these Terms prevail.

Crypto Wallet may use one or more third-party protocols, venues, liquidity sources, or service providers to hedge, risk-manage, or otherwise support the Perpetual Service. The User acknowledges that such third parties may impose access restrictions and other requirements that Crypto Wallet must comply with, and Crypto Wallet may restrict or terminate the Perpetual Service accordingly.

1. Definitions

In these Terms, unless the context requires otherwise:

"Perpetual Contract" means a leveraged derivative contract with no fixed expiry, referencing the price of an underlying asset or index, whose profit and loss is settled in the Margin Asset and whose ongoing holding costs may include Funding Payments.

"Margin" means the collateral (in the Margin Asset) allocated to support open Positions, including to cover potential losses, fees, and other obligations. Margin includes both Initial Margin and Maintenance Margin.

"Margin Asset" means USDC, unless we expressly specify a different Margin Asset for a particular market in the FAQ and Disclosures.

"Initial Margin" means the minimum Margin required to open or increase a Position.

"Third-Party Venue" means any external protocol, exchange, trading venue, or service provider used to execute, hedge, or otherwise support the Perpetual Service, as identified in the FAQ and Disclosures.

"Maintenance Margin" means the minimum Margin required to maintain an open Position without triggering Liquidation.

"Mark Price" means the price used by Crypto Wallet for risk management purposes (including, without limitation, determining Margin adequacy and Liquidation triggers). The Mark Price may differ from the last traded price and may be derived from reference indices and/or other methodologies disclosed via the FAQ and Disclosures.

"Liquidation" means the automatic close-out or reduction (in whole or in part) of a Position or Positions when the User's Margin falls below applicable thresholds or otherwise breaches applicable margin requirements, as triggered and executed by the applicable Third-Party Venue's risk engine and reflected by Crypto Wallet in the User's account.

"Funding" means the periodic transfer of value between long and short Positions, calculated using a Funding Rate and applied at Funding Times, as specified in the FAQ and Disclosures.

"Funding Rate" means the rate used to calculate Funding Payments for a Funding interval.

"Funding Time" means a scheduled time at which Funding Payments are applied.

"Funding Payment" means the amount credited or debited in connection with Funding, which may be positive or negative and may materially affect the cost of holding Positions.

"ADL" or "Automatic Deleveraging" means a mechanism that may automatically reduce the User's Position(s) in certain circumstances, including following other users' liquidations or when an insurance or loss-absorption mechanism is insufficient, as described in the FAQ and Disclosures.

"Default" means any event designated as a default under these Terms or the FAQ and Disclosures, including events that give Crypto Wallet the right to close Positions, realize Margin, demand repayment, or restrict the Perpetual Service.

"Manifest Error" means any obvious, material, or objectively verifiable error affecting any aspect of the Perpetual Service, including any error in pricing, Mark Price, Index Price, Funding Rate, liquidation calculations, Unrealised P/L, margin requirements, order execution, trade confirmation, settlement, account balance, data display, or recordkeeping, including where caused by (a) technical malfunction, software bug, connectivity failure, system outage, latency, or cyber incident, (b) incorrect, delayed, stale, incomplete, or erroneous data feeds, index inputs, oracle outputs, or third-party information, (c) a material deviation from prevailing market conditions or fair value that a reasonable person would recognize as an error, and/or (d) any obvious human or operational mistake, in each case as determined by us acting reasonably.

"Unrealised P/L" means the profit or loss on an open Position calculated using the Mark Price (or other methodology stated in the FAQ and Disclosures), which has not yet been realised by closing the Position.

"Shortfall" means any negative balance, deficit, or unpaid amount owed by the User to Crypto Wallet arising from the Perpetual Service, including where losses, fees, Funding Payments, or liquidation outcomes exceed available Margin.

"Position" means the User's open exposure under a Perpetual Contract (long or short), as recorded in the Crypto Wallet interface.

Unless a term is expressly defined in these Terms, it has the meaning given in the User Agreement.

2. Risk Disclosure

Perpetual Futures are complex, leveraged derivative instruments and may not be suitable for all Users. Trading Perpetual Futures involves a high risk of rapid and substantial loss. Due to the use of leverage, adverse market movements may result in the loss of your entire allocated Margin within a short period of time and, in certain market conditions, losses may exceed the Margin allocated to a position.
Digital asset markets are highly volatile and may experience sudden price movements, liquidity constraints, market gaps, funding fluctuations, and abnormal trading conditions. Risk management mechanisms and automated controls implemented by Crypto Wallet may operate in response to such conditions and may result in outcomes materially different from your expectations.
Crypto Wallet does not provide investment, legal, tax, or financial advice. Nothing in these Terms or in Crypto Wallet constitutes a recommendation or solicitation to enter into any transaction. You are solely responsible for assessing the suitability of Perpetual Futures trading in light of your financial resources, experience, and risk tolerance, and you should seek independent professional advice where appropriate.
Certain markets may not be available for trading at all times. Trading hours, market availability (including weekends, holidays, and maintenance periods), and any applicable restrictions (including "close-only" mode) will be disclosed in the Crypto Wallet interface and/or the FAQ and Disclosures. You acknowledge that during periods when trading is unavailable or restricted, you may be unable to open, close, or modify Positions or add Margin. Prices may gap when trading resumes, liquidity may be reduced, and execution (including liquidation outcomes) may occur at prices materially different from those displayed before such period.
No access to Third-Party Venue. All interactions with any Third-Party Venue occur through Crypto Wallet's systems and service providers. If Crypto Wallet's systems (or any supporting systems, including connectors or third-party infrastructure) are unavailable, degraded, or restricted, you may be unable to place, modify, or cancel orders, close or manage Positions, or add Margin until service is restored.

3. Product overview

Perpetual Contracts are synthetic, leveraged derivative instruments. They are not spot purchases of any underlying asset, do not involve delivery, and do not confer ownership, title, or any other proprietary rights in any underlying asset.
The User has no entitlement to any fork, airdrop, staking reward, governance right, dividend, interest, or similar benefit associated with any underlying asset referenced by a Perpetual Contract. Because Users do not own the underlying asset through a Perpetual Contract, they are not entitled (whether directly or indirectly) to benefits associated with holding the underlying asset, including forks, airdrops, staking rewards, governance rights, voting, or similar protocol or issuer benefits.
For any Perpetual Contract referencing a share, equity security, ETF, or other real-world asset, the User has no entitlement to receive any dividend, distribution, spin-off, rights issue, tender offer consideration, merger consideration, voting right, or any other benefit, payment, asset, or right arising from or connected with any corporate action relating to the referenced asset. Any such event may materially affect the pricing, liquidity, trading availability, contract specifications, or continued availability of the relevant market.
For any corporate action or similar event affecting a stock-referenced Perpetual Contract, including any stock split, reverse stock split, merger, acquisition, spin-off, reorganization, trading suspension, delisting, or other event that may materially affect the referenced asset, we may, in accordance with the applicable Third-Party Venue rules and/or our risk-management requirements, suspend or restrict trading, cancel orders, require positions to be closed, place the market in reduce-only or close-only mode, settle open positions, delist the market, list a replacement market, or make other corresponding adjustments disclosed in the FAQ and Disclosures. We do not guarantee that the economic effect of any such event will be preserved or replicated. Where reasonably practicable, we will provide prior notice through the interface, the FAQ and Disclosures, or other channels determined by us. Any replacement market may differ from the previous market, and positions will not be automatically reopened, transferred, or rolled into any replacement market unless we expressly state otherwise.
All profits and losses, fees, liquidation outcomes, and Funding Payments are settled exclusively in the Margin Asset and applied to the User's Margin and balances within Crypto Wallet. No delivery or transfer of the underlying asset occurs.
The Perpetual Service uses automated risk controls based on the rules and data of the applicable Third-Party Venue (including Mark Price, margin requirements, liquidation triggers, and funding mechanics), together with any additional pre-trade and operational controls we may apply. These controls may operate automatically and without prior notice, as further described in the FAQ and Disclosures.
The Perpetual Service may support take-profit ("TP"), stop-loss ("SL"), and other conditional orders, as described in the FAQ and Disclosures and/or displayed in the interface. Unless otherwise expressly stated in the FAQ and Disclosures and displayed in the interface for a particular market or order type, any TP or SL order submitted through the Perpetual Service remains active for up to 28 days from the time it is placed or last amended, after which it will automatically expire and be cancelled if it has not already been triggered, executed, or cancelled. TP and SL orders may also be rejected, cancelled, fail to trigger, or fail to execute in the circumstances described in these Terms, including during Liquidation, a Disruption Event, close-only mode, system failure, Third-Party Venue restrictions, or where the relevant Position is closed, reduced, or otherwise no longer supports the order.
Crypto Wallet may, but is not obliged to, enter into offsetting or hedging transactions on third-party protocols, venues, or liquidity sources in order to manage Crypto Wallet's risk exposure. Such hedging does not create any relationship, rights, or claims by the User against any third party, and the User agrees that Crypto Wallet is the User's sole contractual counterparty for Perpetual Contracts made available via Crypto Wallet.
Any information, metrics, alerts, or tools provided in the Perpetual Service (including Mark Price, indicative liquidation levels, P/L, or Funding projections) are for informational purposes only and do not constitute investment advice, financial advice, trading advice, or a recommendation.

4. Eligibility and user representations

In addition to the eligibility requirements in the User Agreement, the Perpetual Service is available only to Users who satisfy the requirements in this Section 4.
The User represents and warrants, on an ongoing basis, that:
1. the User satisfies, and will continue to satisfy, all eligibility and access requirements set out in the User Agreement (including age and legal capacity, sanctions and restricted jurisdictions, and any other applicable limitations), and is not subject to any additional restrictions applicable to the Perpetual Service as disclosed in the Crypto Wallet interface;
2. the User has sufficient knowledge and experience to understand Perpetual Contracts and the risks of leveraged derivatives trading, including Margin, Liquidation, Funding, and ADL;
3. the User understands that leverage can amplify both gains and losses, that the User may lose the entirety of their Margin, and that, depending on market conditions and product settings, the User may incur a Shortfall;
4. the User is able to bear total loss of Margin and any potential Shortfall and can meet any margin requirements or other obligations that may arise in connection with the Perpetual Service; and
5. the User will comply with these Terms, the User Agreement, and the FAQ and Disclosures, and will not engage in abusive, manipulative, or prohibited activity in connection with the Perpetual Service.
Perpetual Service may be available only in certain jurisdictions. The User acknowledges and agrees that access to the Perpetual Service may be restricted, suspended, or terminated at any time, in whole or in part, to comply with applicable law, sanctions controls, risk management, or third-party restrictions at Crypto Wallet's sole discretion.

5. Margin & Pricing Mechanism

To open or maintain a Position, you must post and maintain Margin in the applicable Margin Asset in an amount at least equal to the then-current Initial Margin and Maintenance Margin requirements. Margin requirements, leverage limits, and related risk parameters may vary by instrument, position size, market conditions, volatility, liquidity, and other risk factors.
Initial Margin is the minimum Margin required to open or increase a Position. Maintenance Margin is the minimum Margin required to maintain an open Position. Your Margin and compliance with Margin requirements may be calculated using the Mark Price and other methodologies disclosed in the FAQ and Disclosures. You are responsible for monitoring your Margin and keeping sufficient Margin at all times.
Each Perpetual Futures Position is subject to isolated margin. Only the Margin allocated to a specific Position will be applied to that Position and used to determine compliance with applicable Initial Margin and Maintenance Margin requirements. The isolated margin structure limits the allocation of Margin to a specific Position for operational and liquidation purposes only and does not limit your overall liability to us, including for any Shortfall.
We may, in our sole discretion and at any time (including with immediate effect and without prior notice):
(a) set, increase, decrease, or otherwise revise Initial Margin, Maintenance Margin, leverage limits, position limits, and any other risk parameters;
(b) impose higher "house" requirements than any displayed minimums;
(c) apply instrument-specific, account-specific, or market-wide adjustments, including during periods of heightened volatility, low liquidity, market disruption, or abnormal trading conditions.
If your Margin falls below applicable requirements, we may (but are not obliged to) notify you that additional Margin is required. You are not entitled to any extension of time. Liquidation and other protective actions may occur without prior notice. We may take protective actions immediately, including those described in Section 5 and Section 10, without waiting for you to add Margin.
If we determine, in our sole discretion, that your account or any Position presents increased risk (including due to volatility, liquidity constraints, concentration, or rapid market moves), we may, at any time and without prior notice:
(a) reject, cancel, or modify any order or instruction;
(b) prevent you from opening new Positions or increasing existing Positions;
(c) reduce leverage available to you;
(d) require you to reduce Positions; and/or
(e) close, reduce, or liquidate Positions (in whole or in part) in accordance with the FAQ and Disclosures.
Any displayed Margin figures (including indicative liquidation levels) are estimates for convenience only and may change rapidly. They are not guarantees and are not binding on us.
If you fund your trading balance using an asset other than the Margin Asset, we may convert that asset into the Margin Asset before it is usable as Margin (including applying swap, bridge, network fees, and any spreads disclosed in the interface and/or FAQ and Disclosures). We may also apply your Margin Asset balance to cover fees, losses, Funding Payments, liquidation outcomes, Shortfall, or other obligations you owe in connection with the Perpetual Service, as described in the FAQ and Disclosures.

6. Collateral legal mechanics (security interest, set-off, enforcement)

As continuing security for the performance of all present and future obligations you owe to us arising out of or relating to the Perpetual Service (including all Positions, fees, Funding Payments, losses, and any Shortfall) (the "Secured Obligations"), you grant us a continuing first-priority security interest, lien, and right of retention in and to:
(a) all Margin and any other assets credited to or held in your account(s) with us (whether held in the Perpetual Service or otherwise), and
(b) all proceeds, substitutions, replacements, and additions of the foregoing, in each case to the maximum extent permitted by applicable law (collectively, the "Collateral").
The security interest and lien secure the Secured Obligations on a net and/or gross basis and remain in effect notwithstanding any intermediate settlement, partial repayment, or release of any particular Position.
You authorize us to take any action we reasonably deem necessary or appropriate to evidence, maintain, perfect, or enforce our security interest and lien in the Collateral, including by control or possession where applicable. You agree to execute any additional documentation we reasonably request to give effect to this Section.
Without limiting any other rights, you agree that we may, at any time and without prior notice, set off, net, and apply any Collateral, balances, or other property held for your benefit (including outside the Perpetual Service) against any Secured Obligations. We may do so across different accounts, sub-accounts, and services you hold with us, to the extent permitted by applicable law.
Upon any Default or where we reasonably determine that enforcement is necessary to protect us or the Perpetual Service (including during market disruption or abnormal trading conditions), we may, at any time and without prior notice:
close, reduce, offset, cancel, or liquidate any Position (in whole or in part);
cancel open orders;
realise, sell, transfer, exchange, or otherwise dispose of any Collateral and apply proceeds to the Secured Obligations; and/or
apply any other protective action described in these Terms or the FAQ and Disclosures.
Any realisation may be conducted in a commercially reasonable manner, but you acknowledge that timing and execution may be affected by volatility and liquidity conditions.
We have no duty to monitor your account, issue margin calls, or take enforcement action at any particular time. Any action or inaction does not waive our rights.
If proceeds of Collateral realisation exceed the Secured Obligations, we will credit the surplus to your account, subject to these Terms and applicable law. If proceeds are insufficient, any remaining amount (including any Shortfall) remains immediately due and payable by you.
This Section 6 survives termination of the Perpetual Service and remains effective until all Secured Obligations are irrevocably paid in full.

7. Eligible Margin Asset and valuation

Unless we expressly state otherwise in the FAQ and Disclosures, the only eligible Margin Asset is USDT.
If we permit you to transfer or allocate other digital assets to your trading balance, those assets must be converted into the Margin Asset before they are usable as Margin. Conversion may involve third parties and may result in fees, spreads, and execution risk, as disclosed in the interface and/or FAQ and Disclosures.
In normal conditions we treat the Margin Asset as having a value of 1.00 in the accounting currency. In abnormal conditions affecting USDT or the applicable Third-Party Venue (including depeg risk, trading halts, liquidity disruption, or market disruption), we may apply valuation adjustments, restrict use of Margin, impose additional requirements, or suspend the Perpetual Service to manage risk, as described in the FAQ and Disclosures.
Any displayed valuation, margin figure, or related metric is indicative only and may be delayed or inaccurate.

8. Mark Price framework

The Mark Price is a risk-management price used by us to, among other things, determine Margin requirements, Unrealised P/L, and whether Liquidation, deleveraging, or other protective actions should occur.
Mark Price, Index Price (if any), and related reference prices and parameters are provided by the applicable Third-Party Venue and/or derived from data feeds we receive from the Third-Party Venue (including via connectors). The applicable methodology and any venue-specific rules are described in the FAQ and Disclosures.
If a pricing source, data feed, or Third-Party Venue becomes unavailable, stale, delayed, inconsistent, or is reasonably suspected to be erroneous, manipulated, or unreliable, we may suspend trading, restrict orders, apply fallback procedures, adjust parameters, or take other protective actions, as described in the FAQ and Disclosures.
We may change any Mark Price methodology, parameters, sources, time windows, assumed impact notional, weighting, smoothing, caps, and/or fallback rules at any time, including with immediate effect during periods of heightened volatility, low liquidity, market disruption, or abnormal trading conditions. These changes may apply to existing Positions.
Any Mark Price, Index Price, premium/discount, indicative liquidation level, or related metric displayed in the interface is provided for convenience only, may be delayed, and is not a guarantee. You are solely responsible for monitoring your Positions and Margin and for maintaining sufficient Margin at all times.
If we determine that a Mark Price, Index Price, or related calculation was affected by a Manifest Error, we may correct the Mark Price and any resulting calculations (including Unrealised P/L, Margin status, and liquidation determinations) in accordance with the Manifest Error provisions of these Terms and the FAQ and Disclosures.

9. Funding mechanism

Funding is a periodic payment applied to long and short Positions. Its purpose is to help keep the Perpetual Contract price aligned with the underlying reference price over time. Funding is separate from trading fees and is not a guarantee of profitability.
If you hold an open Position at a Funding Time, you will either pay or receive a Funding Payment for that Position. Funding Payments are applied to your Margin and/or account balance and may affect your Margin status and liquidation risk.
Funding Payments occur at the Funding Times disclosed in the FAQ and Disclosures and/or displayed in the interface. For markets executed on Lighter, Funding Times are currently every 1 hour (24 times per day), but the schedule may differ by market or venue and may change from time to time. Any such schedule may apply to existing Positions.
The Funding Rate is determined using the methodology disclosed in the FAQ and Disclosures. The Funding Rate is generally based on the relationship between the Perpetual Contract price (including Mark Price and/or related fair price measures) and the underlying reference price (including Index Price). The Funding Rate may be positive or negative and may change materially from one Funding period to another, including during volatile or illiquid market conditions.
Direction and sign.
(a) If the Funding Rate is positive, long Positions pay Funding and short Positions receive Funding.
(b) If the Funding Rate is negative, short Positions pay Funding and long Positions receive Funding.
The FAQ and Disclosures may specify additional rules, caps, buffers, or adjustments.
Funding Payments for a Position are calculated based on (i) the size and side (long/short) of the Position at the relevant Funding Time, and (ii) the Funding Rate for that Funding period, as disclosed in the FAQ and Disclosures. Funding Payments are applied by debiting or crediting your Margin and/or balances. If you do not have sufficient available Margin to pay Funding, this may cause your Margin to fall below required thresholds and may result in Liquidation and/or a Shortfall.
Funding is determined and applied using the methodology, schedule, and parameters disclosed in the FAQ and Disclosures and/or displayed in the interface. Funding may be positive or negative and is applied to your Margin and/or balances, which may increase liquidation risk. Any displayed Funding rates or projections are indicative only and may be delayed or inaccurate.
We may apply rounding conventions, minimum thresholds, netting, and other operational adjustments to Funding calculations and postings, as described in the FAQ and Disclosures.
We may change the Funding methodology, components, parameters, caps, buffers, time windows, Funding Times, and/or Funding period for any market at any time, including with immediate effect during periods of heightened volatility, low liquidity, market disruption, or abnormal trading conditions. These changes may apply to existing Positions.
Any displayed Funding Rate, projected Funding Payment, or related metric is provided for convenience only, may be delayed, and is not a guarantee. You are solely responsible for monitoring your Positions and Margin and for maintaining sufficient Margin at all times.
If we determine that a Funding Rate, Funding Payment, or related calculation was affected by a Manifest Error, we may correct the Funding Rate and any resulting postings and calculations in accordance with the Manifest Error provisions of these Terms and the FAQ and Disclosures.

10. Liquidation framework

Liquidation is a risk-control process intended to reduce or close Positions when Margin is insufficient to satisfy applicable margin requirements. Liquidation is designed to limit further losses but may not prevent losses, including losses exceeding your allocated Margin.
Liquidation may occur automatically and without prior notice if, at any time, (a) Margin falls below Maintenance Margin or other applicable requirements for a Position, (b) the applicable Mark Price reaches a level where liquidation is triggered under the FAQ and Disclosures and/or the Third-Party Venue rules, and/or (c) we reasonably determine that the Perpetual Service is subject to heightened risk or a market disruption. Crypto Wallet routes and mirrors User order instructions to the applicable Third-Party Venue via our connector(s). Liquidation is triggered and executed by the applicable Third-Party Venue's risk engine in accordance with its rules and the FAQ and Disclosures, and we reflect the resulting close-out, fees (if any), Funding postings, and balance updates in your account. We do not control the timing, method, or execution price of liquidation. Execution outcomes on the Third-Party Venue, including price, timing, partial fills, or delays, may materially differ from any estimates shown in the Crypto Wallet interface.
The Perpetual Service may apply multiple margin thresholds (for example: Initial Margin, Maintenance Margin, and a close-out or bankruptcy-related threshold), each of which may trigger different actions. Depending on the applicable threshold and market conditions, we may (without limitation):
(a) restrict your ability to increase exposure (for example, allow only Position reductions);
(b) reduce leverage available to you;
(c) partially reduce Positions; and/or
(d) close Positions in whole.
Any "Liquidation Price" or similar metric displayed in the interface is an estimate for convenience only, may change rapidly, and is not binding on us. Liquidation may occur at prices better or worse than any displayed estimate.
Liquidation methodology, including whether liquidation occurs in stages, through partial reduction, full close-out, venue-level loss absorption, or other venue mechanisms, is determined by the applicable Third-Party Venue's rules and risk engine, as described in the FAQ and Disclosures. We do not submit liquidation orders on your behalf or control the liquidation process, but we may take related protective actions under these Terms, including cancelling open orders, restricting trading, placing a market in close-only or reduce-only mode, or reflecting liquidation outcomes in your account.
We may liquidate a Position in part, including through repeated reductions, to attempt to restore Margin above required thresholds. Partial liquidation does not prevent further liquidation if Margin remains insufficient.
In connection with liquidation or other protective actions, we may cancel any open orders related to the affected Position(s) and/or prevent new orders from being placed.
We may charge a liquidation fee and/or apply other costs in connection with liquidation, as disclosed in the FAQ and Disclosures. Any such amounts may be deducted from Margin.
Liquidation may result in realised losses and reductions to your Margin. If liquidation and realization of Margin are insufficient to satisfy your obligations (including fees, Funding Payments, and losses), any resulting deficit constitutes a Shortfall and remains owed by you in accordance with these Terms.
Our liquidation rights are in addition to (and do not limit) any other rights we have under these Terms, the User Agreement, and applicable law, including rights to set-off, net, and realize collateral.
We do not control whether the applicable Third-Party Venue triggers or executes liquidation at any particular time, in any particular manner, or at any particular price. Any delay, partial action, or failure of the applicable Third-Party Venue to liquidate does not waive any of our rights and does not create any liability or duty on our part, except to the extent required by applicable law.
If we determine that any liquidation trigger, calculation, or outcome was affected by a Manifest Error, we may correct the relevant calculations and account entries in accordance with the Manifest Error provisions and the FAQ and Disclosures.
Any Liquidation Price displayed in the Crypto Wallet interface is for reference only and shall not be binding. To the maximum extent permitted by applicable law, we shall not be liable for any loss arising from the timing, manner, or execution price of liquidation, including slippage resulting from volatility, liquidity constraints, or market gaps.

11. Systemic Loss Tools (Venue-Level Loss Absorption and ADL)

You acknowledge that, in extreme market conditions (including rapid price moves, gaps, illiquidity, or market disruption), liquidation of a Position may not close out the Position at prices sufficient to fully cover losses, fees, and other obligations. To protect the Perpetual Service and manage systemic risk, we may apply one or more loss-absorption tools described in this Section and in the FAQ and Disclosures.
We may rely on one or more loss-absorption mechanisms made available at the Third-Party Venue level (including any venue insurance fund or similar mechanism) and may reflect the outcomes of such mechanisms in your account in accordance with the FAQ and Disclosures. We do not represent or warrant that any such mechanism will exist, be sufficient, or be available at any time. You have no ownership interest in, or right to, any insurance or loss-absorption reserve.
If we determine that liquidation and any applicable venue-level loss-absorption mechanism (including any venue insurance fund or similar mechanism) is insufficient to absorb losses, or where required to preserve market integrity or platform solvency, we may implement ADL, as described in the FAQ and Disclosures.
(a) Effect. ADL may automatically reduce, partially close, or fully close one or more Positions held by Users with opposing exposure, in order to reduce systemic risk or allocate residual losses. ADL can affect any User, including Users whose Positions were not in breach of margin requirements.
(b) Priority and methodology. The selection of Positions subject to ADL, the priority order, the calculation methodology, and the execution/close-out price or reference used (which may include Mark Price or other methodology) will be determined in accordance with the FAQ and Disclosures and may change from time to time.
(c) No notice; no liability. ADL may occur automatically and without prior notice. You acknowledge that ADL may cause you to lose all or part of a Position, reduce profits, realize losses, or miss market opportunities. To the maximum extent permitted by applicable law, we will not be liable for any loss, lost profit, loss of opportunity, or other damages arising from or related to ADL, except to the extent caused by our fraud or wilful misconduct.
In addition to (or instead of) using venue-level loss-absorption mechanisms or ADL we may take other protective actions as described in these Terms and the FAQ and Disclosures, including restricting trading, changing risk parameters, rejecting orders, closing Positions, or pausing the Perpetual Service, particularly during market disruption or abnormal trading conditions.
The application of venue-level loss-absorption mechanisms, ADL, or any other systemic loss tool does not waive, reduce, or eliminate your obligations to us. You remain responsible for all losses, fees, Funding Payments, and any Shortfall, in accordance with these Terms (including the sections addressing Shortfall, set-off, and enforcement).

12. Negative Balance; Shortfall

You acknowledge that, even with risk controls (including Margin requirements and Liquidation), losses, fees, Funding Payments, slippage, market gaps, illiquidity, delays, and other outcomes may cause your obligations in connection with the Perpetual Service to exceed the Margin and other assets available in your account(s). Any such deficit is a "Shortfall".
Any Shortfall constitutes an immediately due and payable contractual debt owed by you to us. You must promptly pay any Shortfall upon our demand, and you remain liable until it is paid in full (including after any Liquidation, account suspension, or termination of the Perpetual Service).
We may demand repayment of any Shortfall at any time. Until the Shortfall is paid, we may restrict your access to the Perpetual Service and/or other Services, including by suspending trading, limiting withdrawals, and requiring additional Margin or other actions we consider appropriate for risk management.
To the maximum extent permitted by applicable law, we may, at any time and without prior notice, set off, net, debit, and apply any assets, balances, credits, or other property held for your benefit (including outside the Perpetual Service and across any account(s), sub-account(s), or services you hold with us) against any Shortfall and any other amounts you owe in connection with the Perpetual Service. This right is in addition to, and not in limitation of, any rights we have under Section 6 (including rights in respect of Collateral and enforcement).
To the maximum extent permitted by applicable law, you agree to reimburse us for reasonable costs we incur in connection with recovering a Shortfall (including reasonable legal fees and collection costs). We may assign or transfer our claim for a Shortfall to an affiliate or third party, or pursue any other lawful means of recovery.
Any failure or delay by us in exercising rights under this Section 12 does not waive those rights. Any acceptance of partial payment does not release you from liability for the remaining Shortfall.

13. Events of Default

Each of the following constitutes an "Event of Default" (each, a "Default"):
(a) Margin deficiency. You fail to maintain required Margin for any Position, or your Margin falls below applicable Initial Margin, Maintenance Margin, or other risk requirements as determined under the FAQ and Disclosures.
(b) Non-payment. You fail to pay any Shortfall, fee, charge, Funding Payment, or other amount owed in connection with the Perpetual Service when due (including on demand).
(c) Breach of terms or representations. You breach, or we reasonably believe you have breached, any representation, warranty, covenant, or obligation under these Terms, the User Agreement, or the FAQ and Disclosures (including any misuse, prohibited activity, or failure to follow trading or platform rules).
(d) KYC/AML or compliance failure. You fail to complete, maintain, or update any KYC, AML, sanctions, source of funds/source of wealth, or other compliance requirements we or our service providers may require, or you provide false, misleading, incomplete, or outdated information.
(e) Regulatory or sanctions risk. We reasonably determine that your continued access to the Perpetual Service could expose us, the Perpetual Service, or any third-party venue or service provider to regulatory, legal, or sanctions risk, or that you are (or may be) a Prohibited Person or otherwise subject to restrictions.
(f) Insolvency or inability to pay. You become insolvent, admit inability to pay debts as they fall due, enter into any arrangement with creditors, are the subject of bankruptcy/insolvency proceedings, or any analogous event occurs in any jurisdiction.
(g) Market abuse or suspected misconduct. We reasonably suspect or determine market manipulation, abusive trading, fraud, attempted exploitation of system controls, circumvention of limits, unauthorized access, or other misconduct connected to the Perpetual Service.
(h) Security compromise. We reasonably suspect that your Account, credentials, devices, or access methods are compromised, or that activity is unauthorized or poses security risk.
Upon any Default (or if we reasonably believe a Default has occurred or is likely to occur), we may, at any time and without prior notice (to the maximum extent permitted by applicable law):
(a) suspend, restrict, or terminate your access to the Perpetual Service and/or your Account;
(b) reject, cancel, or modify any order, instruction, or transaction;
(c) close, reduce, offset, or liquidate any Position (in whole or in part) and cancel open orders, in each case as described in the FAQ and Disclosures;
(d) exercise our security interest, lien, set-off, netting, and enforcement rights, including realizing Collateral and applying it to any Secured Obligations;
(e) convert, exchange, or apply any assets we hold for your benefit (including outside the Perpetual Service) to satisfy amounts owed, in a commercially reasonable manner;
(f) block or limit withdrawals or transfers while we assess risk, complete compliance reviews, or protect the Perpetual Service; and/or
(g) take any other protective action permitted under these Terms, the User Agreement, the FAQ and Disclosures, or applicable law.
We have no duty to provide any margin call, notice, or opportunity to cure, and may act immediately to protect us, other users, and the integrity of the Perpetual Service.
Any Default does not limit your responsibility for losses or amounts owed. All obligations (including any Shortfall) remain immediately due and payable until satisfied in full.

14. Manifest Error

A Manifest Error may relate to any order, instruction, transaction, Position, liquidation, Funding Payment, margin call, ADL action, collateral valuation, fee, or any calculation or posting associated with the Perpetual Service (each, an "Affected Item").
Right to void, cancel, amend, and correct. If we determine that a Manifest Error has occurred (or is reasonably suspected to have occurred), we may, without prior notice and with immediate effect, take any action we consider necessary or appropriate to address the Manifest Error, including to: (a) void, cancel, reject, or reverse any Affected Item; (b) amend, correct, re-price, re-book, re-calculate, or otherwise adjust any Affected Item (including quantities, prices, timestamps, Mark Price, margin status, liquidation outcomes, Funding Payments, fees, and any account entries); (c) close, reduce, or liquidate Positions, cancel open orders, and/or apply other protective actions; and (d) restore accounts to the state we reasonably determine would have applied had the Manifest Error not occurred (including by making correcting debits/credits or other accounting entries).
Reliance and good faith are irrelevant. Your knowledge, intent, good faith, or reliance (including reliance on any displayed price, metric, liquidation level, or confirmation) does not prevent us from exercising our rights under this Section. You acknowledge that any displayed information may be erroneous, delayed, or subject to correction.
No liability for lost profit. To the maximum extent permitted by applicable law, we will not be liable for any losses arising out of or relating to a Manifest Error or any action taken under this Section, including any loss of profit, loss of opportunity, loss of expected value, or any indirect or consequential damages, even if such losses were foreseeable. This Section does not exclude liability to the extent it cannot be excluded under applicable law.
Finality; records. Our determinations and corrections under this Section are final for purposes of operating the Perpetual Service and managing risk, subject only to correction of further Manifest Error. We may rely on our internal records and logs (including system timestamps and audit trails) to determine whether a Manifest Error occurred and how corrections are applied.
Relationship to FAQ and Disclosures. The FAQ and Disclosures may specify additional examples, thresholds, operational procedures, and correction mechanics for Manifest Error. We may apply those mechanics and may update them from time to time.

15. System failures and market disruption

The Perpetual Service depends on software, networks, data feeds, third-party venues, and other infrastructure that may fail or become unavailable. A "Disruption Event" includes any event or circumstance that we reasonably determine materially affects the operation, integrity, pricing, execution, risk controls, or settlement of the Perpetual Service, including (without limitation):
(a) any outage, latency, degradation, bug, or malfunction of Crypto Wallet (including its interface), the Perpetual Service, or any supporting system;
(b) any disruption, outage, insolvency event, restriction, maintenance, emergency action, or abnormal condition affecting a Third-Party Venue or any liquidity source, broker, custodian, oracle, index provider, or data provider;
(c) any network, blockchain, or infrastructure issue (including congestion, reorgs, forks, delayed finality, outages, or wallet/bridge disruptions) that impacts deposits, withdrawals, conversions, or settlement;
(d) any pricing, index, or oracle issue (including unavailable, stale, delayed, inconsistent, or erroneous data, or a material divergence from prevailing market conditions);
(e) extreme volatility, illiquidity, market gaps, trading halts, abnormal spreads, or other market disruption conditions;
(f) any cyber incident, security incident, suspected compromise, or denial-of-service event; and/or
(g) any legal, regulatory, sanctions, law-enforcement, or third-party requirement that restricts or affects the Perpetual Service.
During a Disruption Event (or where we reasonably believe one has occurred or is likely to occur), we may take any protective action we consider necessary or appropriate to manage risk, preserve market integrity, comply with law, or protect the Perpetual Service, including (without limitation) to:
(a) suspend, pause, or restrict the Perpetual Service (in whole or in part), including enabling "close-only" mode;
(b) reject, cancel, modify, or limit any order or instruction (including stop orders and conditional orders), and cancel open orders;
(c) change trading or risk parameters with immediate effect (including Margin requirements, leverage limits, position limits, Mark Price methodology or fallback logic, liquidation logic, ADL settings, and order handling rules), and apply such changes to existing Positions;
(d) suspend, delay, or apply alternative procedures for conversions, transfers, or settlement related to the Perpetual Service;
(e) apply fallback pricing, reference prices, or internal valuation methods where a pricing source is unavailable or unreliable;
(f) close, reduce, offset, or liquidate Positions (in whole or in part), including where necessary to manage systemic risk or exposure, even if a Position would not otherwise be subject to Liquidation under normal conditions; and/or
(g) take any other action permitted under these Terms, the FAQ and Disclosures, and the User Agreement.
You acknowledge that during a Disruption Event:
(a) you may be unable to access Crypto Wallet or the Perpetual Service, place, modify, or cancel orders, add Margin, close Positions, or manage risk;
(b) orders may not be accepted, may be delayed, may execute partially, or may execute at prices materially different from those displayed or expected;
(c) stop orders and similar mechanisms are not guaranteed to trigger or execute at any specific level; and
(d) liquidation, deleveraging, parameter changes, or other protective actions may occur without prior notice.
We may rely on our internal records, logs, and reasonable estimates to determine Positions, Margin, Funding, fees, and account entries during or after a Disruption Event. If a Disruption Event results in incorrect calculations, postings, displays, or outcomes, we may correct them under the Manifest Error provisions and/or the FAQ and Disclosures, including by making retrospective adjustments.
You are solely responsible for maintaining adequate risk controls, including monitoring Positions and maintaining sufficient Margin. You assume the risk of Disruption Events and acknowledge that they may result in rapid losses, liquidations, inability to exit Positions, and/or a Shortfall.
To the maximum extent permitted by applicable law, we will not be liable for any loss, lost profit, loss of opportunity, or other damages arising from or relating to any Disruption Event or any action taken (or not taken) under this Section 15, except to the extent caused by our fraud or wilful misconduct, and subject to any non-excludable liability under applicable law.
We may resume normal operation when we reasonably determine it is appropriate. We are not obliged to resume the Perpetual Service within any specific timeframe or to maintain any particular market or feature.

16. Principal Trading; Conflicts of Interest

You acknowledge and agree that Crypto Wallet and/or its affiliates may, in connection with the Perpetual Service, act as principal, counterparty, market participant, liquidity provider, and/or hedging participant, including by entering into transactions that are the same as, related to, or opposite of your Positions. Unless we expressly state otherwise in the FAQ and Disclosures, your contractual counterparty for Perpetual Contracts made available via the Perpetual Service is Crypto Wallet.
Crypto Wallet and/or its affiliates may trade for their own account and may hedge, risk-manage, or otherwise offset exposures arising from the Perpetual Service on third-party venues, protocols, or liquidity sources. Such activity may be executed at any time, including when you have open Positions, and may affect market prices, liquidity, spreads, and execution outcomes.
You acknowledge that conflicts of interest may arise between your interests and those of Crypto Wallet and/or its affiliates, including because we may: (a) hold Positions that are aligned with, opposite to, or otherwise economically related to your Positions; (b) determine or apply risk parameters and operational decisions under these Terms and the FAQ and Disclosures (including Margin requirements, leverage limits, liquidation logic, Mark Price methodology, Funding methodology, ADL settings, and trading restrictions); and (c) receive fees and other revenue connected to trading activity, liquidation activity, and the operation of the Perpetual Service.
Crypto Wallet is not your agent, fiduciary, trustee, or investment adviser. We do not owe you any duty of loyalty, any duty to act in your best interests, or any other fiduciary duty. You are solely responsible for your trading decisions, including whether to open, close, or maintain a Position.
To the maximum extent permitted by applicable law, Crypto Wallet does not owe you any duty of best execution. We may execute, route, match, net, aggregate, internalize, or otherwise process orders and Positions in the manner described in the FAQ and Disclosures, and we do not represent that you will receive the best available price, the best available spread, or the best possible outcome.
We have no obligation to disclose to you any proprietary positions, hedging activity, strategies, intentions, or internal risk management actions. Crypto Wallet and its affiliates may implement policies, procedures, and information barriers intended to manage conflicts of interest, but you acknowledge that such measures do not eliminate conflicts and do not create any duty to you.
By using the Perpetual Service, you consent to the activities and conflicts described in this Section 16.

17. Limitation of Liability

This Section 17 applies to (a) the Perpetual Service, (b) these Terms and the FAQ and Disclosures, and (c) any claims arising out of or relating to your Positions, Margin, Liquidation, Funding, ADL, Mark Price, order execution, settlement, account entries, and any platform or data availability issues.
To the maximum extent permitted by applicable law, in no event will Crypto Wallet, its affiliates, or their respective officers, directors, employees, agents, contractors, or service providers be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, loss of revenue, loss of opportunity, loss of data, loss of goodwill, or business interruption, in each case arising out of or relating to the Perpetual Service, even if we have been advised of the possibility of such losses.
Limitation to direct losses; cap. To the maximum extent permitted by applicable law, our aggregate liability to you for any claims arising out of or relating to the Perpetual Service (whether in contract, tort, negligence, strict liability, or otherwise) is limited to your proven direct losses only and will not exceed the liability cap set out in the User Agreement. Any amounts payable by us under this Section 17.3 reduce, dollar-for-dollar, any other amounts otherwise payable by us for the same claim.
Without limiting Section 17.2, to the maximum extent permitted by applicable law, we are not liable for losses arising from or relating to any act or omission of any third-party protocol, venue, liquidity source, oracle, data provider, custodian, bank, payment provider, or other third party used in connection with the Perpetual Service, including outages, pricing issues, order execution failures, delays, restrictions, or insolvency events.
Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law. If applicable law requires us to accept certain liability, our liability will be limited to the minimum extent permitted by that law.
You acknowledge that the limitations in this Section 17 are a fundamental basis of the agreement between you and Crypto Wallet and apply even if any limited remedy is found to have failed of its essential purpose.

18. Amendments and Parameter Changes

We may amend these Terms at any time by posting an updated version on our website, within the Crypto Wallet interface, and/or by providing notice through Crypto Wallet (including via an in-app notice, banner, message, or other reasonable means). Unless we state otherwise, amendments take effect on the date stated in the notice or, if no date is stated, when posted.
By continuing to access or use the Perpetual Service after an amendment becomes effective, you agree to be bound by the amended Terms. If you do not agree, you must stop using the Perpetual Service and close your open Positions.
You acknowledge that the Perpetual Service depends on dynamic risk controls. We may change trading, risk, and operational parameters at any time, including with immediate effect and without prior notice, including (without limitation) Margin requirements, leverage limits, position limits, Mark Price methodology, liquidation logic, Funding methodology, ADL settings, eligible collateral, haircuts, fees, and order handling rules, as disclosed in the FAQ and Disclosures.
During periods of heightened volatility, low liquidity, market disruption, system instability, or abnormal trading conditions, changes under this Section 18 may be implemented immediately to protect market integrity, users, and the Perpetual Service. Such changes may apply to existing Positions and may affect liquidation outcomes and your risk exposure.

19. Regulatory or Sanctions Intervention

We may, at any time and in our sole discretion, take any action we consider necessary or appropriate to comply with applicable law, regulation, regulatory guidance, sanctions controls, law enforcement requests, court orders, or the requirements of any third-party venue or service provider supporting the Perpetual Service.
Actions under this Section may include (without limitation): restricting or suspending access to the Perpetual Service; refusing, cancelling, or reversing orders; imposing additional requirements; blocking deposits or withdrawals; closing, reducing, or liquidating Positions; converting or realizing collateral; and suspending or terminating accounts or services.
To the maximum extent permitted by applicable law, we will not be liable for any loss arising from or relating to actions taken under this Section 19, including any loss of profit, loss of opportunity, or inability to enter, maintain, or exit Positions, where such action is taken in good faith for compliance, sanctions, or regulatory risk-management purposes.
You agree to provide, upon request, any information and documentation we reasonably require for compliance purposes (including KYC/AML, sanctions screening, source of funds/wealth, and transaction monitoring). Failure to provide such information may result in restrictions or termination under this Section 19 and/or an Event of Default.

20. Interaction with the User Agreement

These Terms supplement and form part of the User Agreement. All provisions of the User Agreement apply to your use of the Perpetual Service, except to the extent expressly modified by these Terms.
Without limitation, the User Agreement provisions relating to identity verification, AML/KYC, sanctions and restricted jurisdictions, prohibited conduct, account suspension/termination, investigations, information requests, and cooperation with authorities apply fully to the Perpetual Service.
The User Agreement provisions relating to risk disclosures and disclaimers, limitation of liability, indemnities, dispute resolution, governing law, venue/arbitration (if applicable), notices, assignment, and force majeure apply to the Perpetual Service. Trading Perpetual Contracts does not create any additional duties (including any fiduciary duty) beyond those expressly stated in the User Agreement and these Terms.
If there is any inconsistency between these Terms and the User Agreement, these Terms prevail solely with respect to the Perpetual Service. If there is any inconsistency between these Terms and the FAQ and Disclosures, these Terms prevail unless the FAQ and Disclosures expressly state they prevail for a specific topic.