Terms of Use

Agreement to these terms

These terms form a binding agreement between you and PerPerp Ltd. ("PerPerp", "we", "us"). They apply whether you visit the site, connect a wallet, or place an order, and whether you act for yourself or for an organisation.

By using the interface you confirm you have read these terms, understood them, and agreed to them. If you do not agree, stop using the interface.

We may change these terms. When we do, we will update the date at the top of this page and post the revised version here. Changes take effect when posted and apply to everything you do afterwards. Continuing to use the interface after a change means you accept the revised terms. If you do not accept them, your remedy is to stop using the interface and close your positions.

Some features may carry their own additional terms. Where those conflict with this document, the additional terms govern that feature.

What PerPerp is

PerPerp is a front-end interface. It lets you view market data and submit instructions to a decentralised trading protocol operated by Orderly Network and to the underlying blockchains it settles on. We publish and maintain the interface. We do not operate the protocol, the matching engine, the settlement contracts, or the blockchains.

We are not a broker, dealer, exchange, custodian, money transmitter, or financial institution. We do not hold your assets, take the other side of your trades, execute orders as your agent, or control whether a transaction succeeds once it is submitted.

Once an instruction reaches the protocol, we cannot reverse, cancel, amend, or recover it. Transactions on a blockchain are final. If you send assets to the wrong address, lose access to your wallet, or approve a transaction you did not intend, we cannot undo it.

Markets, assets, leverage limits, margin requirements, liquidation rules, and funding rates are set by the protocol, not by us. They can change without notice to us or to you.

Who may use the interface

By using the interface you represent that all of the following are true, each time you use it:

• You are at least 18 years old and have legal capacity to enter this agreement.
• You are not a "United States person" as that term is defined in Regulation S under the United States Securities Act of 1933, as amended, and you are not acting for anyone who is.
• You are not accessing the interface from within the United States or from any United States IP address.
• You are not, and are not acting for, a person who is the subject of economic or trade sanctions administered or enforced by any government authority, or who appears on any list of prohibited or restricted parties, including lists maintained by the United Nations Security Council, the United States government, the European Union or its member states, or any other applicable authority.
• You are not a citizen or resident of, and you are not organised in, any country or territory subject to comprehensive country-wide, territory-wide, or regional sanctions, including Cuba, the Democratic People's Republic of Korea, and Iran.
• Using the interface, and trading leveraged derivatives, is lawful for you where you are.

You must not use a VPN, proxy, relay, or any other method to disguise your location or to get around these restrictions. Doing so is a breach of these terms regardless of whether we detect it.

These restrictions are imposed on us by the protocol operator and passed through to you. We are required not to offer the interface to any person described above, and we apply the same requirement to anyone promoting the interface under section 8.

We may block access from particular countries, networks, or addresses at any time, with or without notice, and we are not required to explain why.

Trading risk

Perpetual futures are leveraged derivatives. They are high risk and are not suitable for everyone. You can lose your entire deposit, and you can lose it quickly.

You accept, specifically, that:

• Positions are liquidated automatically when margin falls below the required level. Liquidation can happen without warning and at a worse price than you expect.
• Funding payments are charged or credited periodically and can be significant over time.
• Prices can gap. In volatile or illiquid conditions, orders may fill far from the last traded price, or not at all.
• Stop orders, take-profit orders, and similar tools are instructions, not guarantees. They may not execute at the level you set.
• Network congestion, oracle delays, protocol outages, or interface downtime may prevent you from opening, adjusting, or closing a position when you want to.
• Digital assets, including any asset posted as collateral, can lose value rapidly and may become worthless.
• Smart contracts can contain defects and can be exploited. Assets held in or routed through them may be lost.
• The legal treatment of these products is unsettled in many places and may change in ways that affect your access or your positions.

Only commit funds you can afford to lose entirely. Past performance, including anything shown in shared profit-and-loss images, tells you nothing about future results.

No advice or fiduciary duty

Nothing on the interface is investment, financial, legal, tax, or accounting advice, and nothing is a recommendation to buy, sell, hold, or enter any position. Market data, charts, statistics, educational material, and any commentary are provided for information only and may be delayed, incomplete, or wrong.

We are not your adviser, broker, agent, or fiduciary, and no such relationship arises from your use of the interface. Every decision you make is yours alone. Take independent professional advice before trading.

Where the interface links to or displays material from third parties, we do not endorse it and we are not responsible for it.

Wallets, custody and third parties

You trade through a self-custodial wallet. You control the keys, the credentials, and the recovery method. We never hold them and we cannot restore them. If you lose access to your wallet, your assets are gone and we cannot help you recover them.

You are responsible for keeping your device, wallet, email account, and authentication methods secure, and for every action taken through your wallet, whether or not you authorised it.

The interface relies on third-party services, including wallet connection and embedded-wallet providers, data and price feeds, node and RPC providers, and hosting and analytics services. Those services have their own terms and privacy policies, and we do not control them. We are not responsible for their performance, security, availability, or handling of your data.

If you create a wallet through an embedded-wallet provider using an email address or a social login, that wallet is still self-custodial. The provider's terms govern how it is generated, secured, and recovered.

Fees

Trading fees are displayed in the interface before you confirm an order and are deducted when the order executes. Part of each fee is retained by the protocol and part by us.

We may change our fees at any time. Changes apply to trades made after the change takes effect. Fees already charged are not refundable.

Separately from our fees, you will pay network gas costs, and you may pay bridging, deposit, withdrawal, or funding costs set by the protocol or by other parties. We do not receive those amounts and cannot waive or refund them.

We may offer discounts, rebates, or promotional pricing to particular users or groups, and may withdraw them at any time.

Referrals and affiliates

We may run a referral programme under which you can earn a share of fees generated by users you introduce, or receive a discount for joining through someone else's code.

If you take part, you agree that:

• You will not misrepresent PerPerp, the protocol, or the returns anyone might achieve, and you will not promise or imply any profit.
• You will not promote to anyone who is restricted from using the interface under section 3.
• You will make clear that you are compensated for referrals wherever you promote.
• You will comply with the financial promotion, advertising, and licensing rules that apply where you and your audience are located. Promoting leveraged derivatives is a regulated activity in many jurisdictions.
• You will not use spam, bots, paid search on our brand terms, impersonation, self-referral, or any other artificial means of generating referrals.

Rates, terms, and eligibility are set by us and may change. We may withhold or reverse rebates connected to conduct that breaches this section, cancel a referral code, or remove you from the programme, in each case at our discretion.

Prohibited conduct

You must not:

• Break any law, regulation, or sanctions requirement that applies to you or to us.
• Use the interface to launder money, finance terrorism, evade sanctions, or handle proceeds of crime.
• Manipulate a market, including by wash trading, spoofing, layering, ramping, or coordinated activity intended to move prices.
• Exploit a bug, pricing error, oracle failure, or defect for gain, or keep the proceeds of one.
• Attack, overload, probe, or attempt to gain unauthorised access to the interface or any connected system.
• Scrape, mirror, frame, or reproduce the interface, or use bots or automated tools against it, except through any API we publish for that purpose.
• Reverse engineer, decompile, or attempt to extract source code, except where law permits it.
• Resell, sublicense, or commercialise access to the interface without our written consent.
• Impersonate anyone, or misstate your identity, location, or affiliation.
• Use another person's wallet or account without authority.
• Help anyone else do any of the above.

If you find a security vulnerability, report it to [email protected] rather than exploiting it.

Availability and changes

We do not promise that the interface will be available, uninterrupted, timely, or error free. We may modify, suspend, or discontinue any part of it at any time, with or without notice.

Market data, prices, balances, and position information shown in the interface may be delayed or inaccurate. The state recorded by the protocol and the blockchain governs, not what the screen shows.

Information on the site may contain errors or omissions. We may correct it at any time without notice.

Suspension and termination

We may restrict, suspend, or end your access to the interface at any time, for any reason or none, without notice and without liability. That includes blocking addresses, wallets, or regions, and applies whether or not you have breached these terms.

Losing access to the interface does not close your positions or release your assets. Your position on the protocol continues and remains exposed to liquidation. You are responsible for managing it through any other means available to you, including interacting with the protocol directly.

You may stop using the interface at any time. Sections that by their nature should survive termination will survive it, including sections 15 to 20.

Intellectual property

The PerPerp name, logo, interface design, layout, text, and graphics belong to us or our licensors and are protected by intellectual property law. We grant you a limited, personal, revocable, non-exclusive, non-transferable licence to use the interface for its intended purpose. Nothing else is granted.

You may not use our name or logo to suggest endorsement or affiliation without our written consent. Approved referral materials may be used in line with section 8.

If you send us feedback or suggestions, we may use them freely, without restriction, attribution, or payment.

Data and privacy

How we handle personal data is described in our Privacy Policy, which forms part of these terms.

Blockchain transactions are public and permanent. Anything you do on-chain, including your wallet address and trading history, is visible to anyone and is outside our control. We cannot delete or anonymise it.

We may collect and process information needed to operate the interface, meet legal obligations, and prevent fraud and abuse. Where required, we may carry out identity, sanctions, or anti-money-laundering checks, and may refuse access if you do not complete them.

Taxes

You are solely responsible for determining what taxes apply to your trading, for reporting them, and for paying them. We do not withhold tax, do not provide tax statements beyond any transaction data available in the interface, and do not give tax advice.

Disclaimer of warranties

The interface is provided "as is" and "as available", with no warranties of any kind, whether express, implied, or statutory.

To the fullest extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranty arising from course of dealing or trade usage.

We do not warrant that the interface will meet your needs, operate without interruption, be secure, be free of harmful code, or produce accurate results. We do not warrant the performance, solvency, or security of the protocol, any blockchain, any third-party service, or any digital asset.

Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.

Limitation of liability

To the fullest extent the law allows, we will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost trading opportunities, lost revenue, lost data, or loss of digital assets, however caused and on any theory of liability, even if we were told such losses were possible.

Without limiting the above, we are not liable for losses arising from: trading losses or liquidations; delays or failures in execution; price, oracle, or data errors; congestion or outages on any network; defects or exploits in any smart contract; the acts, omissions, or insolvency of the protocol or any third-party service; unauthorised access to your wallet, device, or credentials; or your inability to access the interface.

To the maximum extent permitted by applicable law, our total aggregate liability to you for all claims connected with the interface is zero. Where that limitation is unenforceable under applicable law for any reason, our liability is instead limited to the minimum amount permitted by that law.

Nothing in these terms excludes liability that cannot lawfully be excluded, including for fraud.

Indemnity

You agree to defend, indemnify, and hold harmless PerPerp and its officers, directors, employees, contractors, and agents from any claim, loss, liability, damage, cost, or expense, including reasonable legal fees, arising from or connected to: your use of the interface; your breach of these terms; your breach of any law or of anyone else's rights; your trading decisions; or your participation in the referral programme.

We may assume exclusive control of the defence of any matter you are required to indemnify, at your expense, and you agree to cooperate with us.

Governing law and disputes

These terms, and any dispute arising out of or in connection with them, are governed by the laws of the Republic of Panama, without regard to conflict of laws rules.

Before starting formal proceedings, you agree to contact us at [email protected] and attempt to resolve the dispute informally for at least 30 days.

If that fails, any dispute will be finally settled by arbitration under the Rules of Arbitration of the Panama Conciliation and Arbitration Center (Centro de Conciliación y Arbitraje de Panamá), before a single arbitrator appointed in accordance with those rules. The seat of arbitration is Panama City, Panama, and the language of the arbitration is English. Judgment on the award may be entered in any court with jurisdiction.

Claims must be brought individually. You agree not to bring or participate in any class, collective, consolidated, or representative action, to the extent the law allows. Arbitrations may not be consolidated without our consent.

Any claim must be brought within 6 months of the event giving rise to it, or within 6 months of the date you knew or should have known of that event, whichever is earlier. A claim not brought within that period is permanently barred, to the extent the law allows.

We may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or stop unauthorised access.

Events beyond our control

We are not liable for any failure or delay caused by events outside our reasonable control. These include natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labour disputes, government or regulatory action, changes in law, court orders, power or telecommunications failures, internet or hosting outages, blockchain congestion, forks or reorganisations, oracle failures, protocol-level exploits, and cyberattacks.

General

Entire agreement

These terms, together with the Privacy Policy and any additional terms, are the whole agreement between us about the interface and replace anything said or written before.

Severability

If any provision is held unenforceable, it is severed and the rest remains in force.

No waiver

If we do not enforce a right, we do not waive it.

Assignment

You may not assign or transfer your rights under these terms. We may assign ours freely, including in connection with a merger, acquisition, or sale of assets.

No partnership

Nothing here creates a partnership, joint venture, agency, or employment relationship between us.

Language

These terms are written in English. Any translation is for convenience only, and the English version governs.

Electronic form

You agree that these terms are enforceable in electronic form and waive any objection based on the absence of a signature.

Contact

Questions about these terms: [email protected]

Security reports: [email protected]