Optivo — Terms and Conditions
Version: 0.4 (DRAFT) · Effective date: 22 October 2026
DRAFT FOR LEGAL REVIEW. Version 0.2 includes changes from AI legal research (docs/legal/legal-analysis.md, 18 Oct 2026). Version 0.3 (21 Oct 2026) names the operator, the governing law and the location rules; version 0.4 (22 Oct 2026) states that access from Cuba, Iran, North Korea and Syria is refused. Not for publication until reviewed by a qualified lawyer. Optivo is operated by Rapid R Ltd until a dedicated company is formed; these Terms will then be updated.
These Terms and Conditions ("Terms") are a binding agreement between you and Rapid R Ltd, a company incorporated in Bulgaria with company number (UIC) 208687089, registered address bl. 109, Knyaz Boris I Blvd., Varna, Bulgaria ("Optivo", "we", "us"). They govern your access to and use of the Optivo website, web application, APIs and related software (together, the "Service").
By connecting a wallet and signing the acceptance message, you agree to these Terms. If you do not agree, do not use the Service.
IMPORTANT: Trading options and perpetual futures carries a high risk of loss. You can lose all the funds in your account. Optivo is software. Optivo does not hold your funds, does not give investment advice, and is not liable for your trading losses. Read Sections 5, 9 and 10 carefully. Section 13 contains an arbitration agreement and a class action waiver.
1. What Optivo is and is not
1.1 Software only. Optivo is a non-custodial software application. It generates options trade proposals from the strategy rules and settings you select, for you to review and confirm, and carries out the hedge and exit rules you confirm, on your own account on the Derive protocol ("Derive"), a third-party decentralized exchange that Optivo does not own, operate or control. Optivo does not assess whether a strategy or a proposal is suitable for your personal circumstances.
1.2 Optivo is not:
- a broker, dealer, broker-dealer, futures commission merchant, introducing broker, or exchange;
- an investment adviser, portfolio manager, fund, collective investment scheme, or fiduciary;
- a bank, custodian, money transmitter, money services business, payment institution, or virtual asset service provider;
- a counterparty to any of your trades.
1.3 No custody. Optivo never holds, controls, or has access to your funds or your private keys. Your funds stay in your own Derive account, under the control of your own wallet. Only you can withdraw or transfer your funds.
1.4 No fiduciary duty. To the fullest extent permitted by law, Optivo owes you no fiduciary duties. These Terms do not create any agency, partnership, joint venture, or advisory relationship.
1.5 No licence and no investor protection. Optivo is not licensed, registered, authorized, or supervised by any financial regulator in any country. No investor-protection, deposit-guarantee, or compensation scheme applies to your use of the Service or to your funds.
2. Eligibility and restricted persons
2.1 To use the Service you must:
- be at least 18 years old and have full legal capacity to enter into these Terms;
- if you act for a company or other entity, have authority to bind it;
- use the Service only for yourself or that entity, and not for any third party;
- not have been previously blocked from the Service.
2.2 Restricted Persons. You may not use the Service if you are, or act for, any of the following:
- a citizen, resident, or tax resident of the United States, or a "U.S. person" as defined under U.S. law, or an entity organized or located in the United States;
- a resident or tax resident of Canada, Australia or Panama;
- a resident of, or located in, the United Kingdom, unless you meet Derive's eligibility rule for UK persons (certain investment professionals and high-net-worth entities);
- a person located in, or organized under the laws of, Iran, Iraq, Libya, Mali, Nicaragua, Cuba, North Korea, Russia, Somalia, Sudan, Syria, Yemen, Zimbabwe, Myanmar, Ivory Coast, the Democratic Republic of Congo, the Crimea, Donetsk or Luhansk regions of Ukraine, or any other country or region subject to comprehensive sanctions (this list follows the terms of the exchange the Service uses and is updated when they change);
- a person named on, or owned or controlled by a person named on, any sanctions list maintained by the United Nations, the European Union, the United States (including OFAC), the United Kingdom, or any other applicable authority ("Sanctioned Person");
- a person not permitted to use Derive under Derive's own terms.
2.3 You must not use a VPN, proxy, Tor, or any other method to hide your location or get around these restrictions. We check the country you connect from. Access from Cuba, Iran, North Korea and Syria is refused. If you connect from a restricted country, through Tor, or from a country other than the one you declared, the Service shows a warning and asks you to confirm that you are still eligible and that your declared country of residence is correct. We record each confirmation, with the date, your IP address and the country, as evidence of what you told us. A false confirmation is a breach of these Terms, and we can then restrict or end your access (Section 8.2).
2.4 Derive eligibility. You must also meet Derive's own eligibility requirements and terms of use at all times. If Derive does not permit you to use its protocol, you may not use the Service.
2.5 You confirm that the statements in this Section 2 are true each time you use the Service. Tell us at once if any of them stops being true.
3. Your wallet and the session key
3.1 You are fully responsible for your wallet, private keys, seed phrase, devices, and any activity that happens through them. Optivo cannot recover lost keys or funds.
3.2 Authorization to trade. To use the Service, you approve a trade-only session key on your Derive account. By doing so, you authorize the Service to place, modify, and cancel orders on your Derive account only: (a) to execute each trade you confirm; and (b) to place the hedges and exits under the rules you confirmed for that trade (together with the strategies, allocations, and risk limits you select, "Your Settings"). The session key is designed to have trade-only permissions, to act only on the dedicated subaccount you link to the Service, and to expire on the date shown when you approve it. It is designed not to allow withdrawals or transfers.
3.3 You can pause the Service, reduce exposure, close positions, and revoke the session key at any time. Revoking the session key stops the Service from trading on your account. Open positions then remain your responsibility.
3.4 Use your account only through the Service. Trades you make directly on Derive in the same subaccount can interfere with the Service's hedges and exits. Optivo is not responsible for any result of trades you make outside the Service.
4. The Service
4.1 Trade proposals and your confirmation. The Service generates trade proposals automatically from the pre-defined strategy rules you select, within the settings you choose (such as allocation, maximum loss, margin cap, directional limit, and drift band). Proposals do not take into account your wider financial situation, objectives, or experience, and they are not personal recommendations. A new position, an increase in size, or a roll is executed only after you review and confirm it by signing with your wallet. You decide whether to confirm each proposal, and you are responsible for that decision.
4.1A Automatic risk rules. When you confirm a trade, you also confirm its hedge and exit rules. These rules are your standing instructions for that position. After that, the Service carries out these rules automatically, without asking you again: it places and adjusts hedges within the confirmed limits and closes the position when an exit rule is met. If a roll is due and you have not confirmed it, the Service closes the position. The Service can also reduce or close positions automatically when a risk control (Section 4.5) is triggered.
4.1B Execution price. Each confirmation includes a worst acceptable price. If the market price at execution is worse, the trade is not executed.
4.2 Information only. Data, metrics, charts, simulations, backtests, explanations, and any other content in the Service, including content generated automatically by software or by artificial intelligence, are for information only. They may be wrong, delayed, or incomplete. They are not investment, financial, trading, legal, or tax advice, and they are not a recommendation to buy or sell anything. Consult your own licensed advisers before making financial decisions.
4.3 No guarantee of results. Optivo does not guarantee any return, profit, income, or protection against loss. Past or simulated performance does not predict future results.
4.4 Availability. The Service is provided "as is" and "as available". It may be interrupted, delayed, or changed at any time, including for maintenance, security, market conditions, or problems with Derive, blockchains, data providers, or other third parties. During an interruption, automation may not run, hedges may not be placed, and positions may not be closed.
4.5 Risk controls. The Service includes risk controls, such as limits, kill switches, and close-only mode. These controls can fail or act too late. They do not guarantee that losses stay within any limit.
4.6 Beta. The Service is in beta. Beta software can contain errors that cause losses. During the beta, access is by invitation, may be limited in amount, and may end at any time.
5. Risks you accept
You understand and accept all risks of using the Service and Derive, including:
- Total loss. You can lose all the funds in your account.
- Options and perpetuals. Short options positions, including short strangles, can have losses much larger than the premium received; the loss on a short call is theoretically unlimited. Leverage increases losses.
- Directional strategies. Vertical spreads and cash-secured puts hold exposure to the price of the underlying asset on purpose. If the price moves against the direction you chose, you lose money, up to the maximum loss of the position. A debit spread can lose the full amount paid.
- Cash settlement. Options on Derive settle in cash. An in-the-money cash-secured put pays out its intrinsic value from your account; you do not receive the underlying asset.
- No regulator. No financial regulator supervises Optivo, and no compensation scheme covers your losses (Section 1.5).
- Liquidation. Your positions can be liquidated by Derive under its margin rules, at unfavorable prices, without notice from Optivo.
- Market risk. Crypto assets are highly volatile. Prices can gap, liquidity can disappear, and funding rates can change sharply.
- Hedging risk. Delta hedging does not remove risk. Hedges can be costly, late, partially filled, or fail.
- Software risk. The Service, its strategies, models, and code can contain errors, bugs, or incorrect assumptions.
- Third-party risk. Derive, its smart contracts, oracles, sequencer, bridges, market makers, wallets, and blockchains can fail, be hacked, be paused, or change their rules.
- Session key risk. A session key that cannot withdraw can still cause trading losses if misused or compromised.
- Regulatory risk. Laws can change, and changes can restrict or end your access to the Service or Derive.
- Tax risk. Trading can create tax obligations for you.
6. Your obligations
6.1 You will use the Service only in compliance with these Terms and all laws that apply to you.
6.2 You will not:
- use the Service if you are a Restricted Person or Sanctioned Person, or for one;
- use funds from illegal activity, or use the Service for money laundering, terrorist financing, sanctions evasion, fraud, or market manipulation (including wash trading);
- create multiple wallets or accounts to abuse referral rewards, discounts, limits, or other programs;
- attack, probe, overload, reverse engineer, or interfere with the Service, or access it by automated means other than interfaces we provide;
- copy, resell, or redistribute the Service or its data without our written consent.
6.3 Taxes. You are solely responsible for determining and paying any taxes that apply to your activity.
7. Fees and payments
7.1 Beta. During the beta, the Service is free of charge.
7.2 Subscriptions. After the beta, use of the Service may require a paid subscription, paid in advance in the stablecoins or BTC we accept. We will tell you the price and terms before you pay. Without an active paid subscription, the Service will not open new trades on your account. It may continue risk-reducing actions, such as hedges and exits, and you can always close positions and withdraw your funds through Derive.
7.3 Exchange fees. Derive charges its own trading fees and other costs. These are separate from any Optivo fee.
7.4 Derive broker revenue. Optivo takes part in Derive's API broker program. Derive pays Optivo a share of the trading fees that Derive collects on orders the Service places for you. This does not increase the fees you pay to Derive. Optivo's strategies do not use this income as an input, and the Service does not trade more to earn it.
7.5 Payments made on a blockchain are final. Except where required by law or stated in writing by us, fees are not refundable.
7.6 Refund if we end the Service. If we permanently end the Service, or end your access for reasons other than your breach of these Terms or a legal requirement, we will refund the unused part of any prepaid subscription period, in the asset you paid, to the wallet you paid from.
8. Suspension and termination
8.1 You can stop using the Service at any time by pausing the Service, closing your positions, and revoking the session key.
8.2 We can suspend, restrict, or end your access to the Service at any time, with or without notice, including if we believe you have breached these Terms, are a Restricted Person or Sanctioned Person, or if required by law or for security. Where possible, we will put your account into close-only mode, so that no new trades are opened while you can still close positions.
8.3 Suspension or termination never gives Optivo control over your funds. You can always access your funds through your wallet and Derive.
8.4 Sections 1, 5, 9, 10, 11, 13, 14 and 15 survive termination.
9. Disclaimer of warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. OPTIVO DOES NOT WARRANT THAT ANY STRATEGY, CONTROL, OR DATA WILL WORK AS INTENDED OR PRODUCE ANY RESULT.
10. Limitation of liability
10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, OPTIVO AND ITS OWNERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AFFILIATES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM OR RELATED TO THE SERVICE OR THESE TERMS, INCLUDING:
- TRADING LOSSES, LIQUIDATIONS, MISSED OR DELAYED TRADES OR HEDGES, AND LOSS OF PROFITS, REVENUE, DATA, OR OPPORTUNITY;
- LOSSES CAUSED BY ERRORS, BUGS, OR FAILURES OF THE SERVICE, ITS STRATEGIES, OR ITS RISK CONTROLS;
- LOSSES CAUSED BY DERIVE, BLOCKCHAINS, WALLETS, ORACLES, OR ANY OTHER THIRD PARTY;
- LOSSES CAUSED BY YOUR SETTINGS, YOUR ACTIONS, OR UNAUTHORIZED ACCESS TO YOUR WALLET OR DEVICES;
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS.
10.2 IF OPTIVO IS FOUND LIABLE DESPITE SECTION 10.1, ITS TOTAL LIABILITY TO YOU FOR ALL CLAIMS IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO OPTIVO IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) USD 100.
10.3 Nothing in these Terms limits liability that cannot be limited by law, such as liability for fraud or, where applicable, gross negligence or willful misconduct, and nothing in these Terms removes rights that you have as a consumer under the mandatory law of your country of residence.
10.4 Any claim must be brought within one year after it arises, or it is permanently barred.
11. Indemnity
You will defend, indemnify, and hold harmless Optivo and its owners, directors, employees, contractors, and affiliates from any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from your use of the Service, your trading, your breach of these Terms, your violation of any law or third-party right, or any activity through your wallet.
12. Third parties and intellectual property
12.1 Third parties. The Service connects to Derive, wallets, data providers, and other third-party services. Their terms govern your use of them. Optivo is not responsible for them.
12.2 Intellectual property. The Service, including its software, strategies, designs, and content, belongs to Optivo or its licensors. We give you a limited, revocable, non-exclusive, non-transferable license to use the Service for your own purposes under these Terms.
12.3 Feedback. If you send us feedback, we may use it without any obligation to you.
13. Disputes, arbitration and class action waiver
13.1 Notice first. Before starting any formal proceeding, you agree to send us written notice of the dispute at support@optivo.app and to try to resolve it in good faith for 30 days.
13.2 Arbitration. Any dispute that is not resolved will be finally resolved by binding individual arbitration under the rules of the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry, seated in Sofia, Bulgaria, in English, by one arbitrator. Either party may seek urgent injunctive relief in court.
13.3 Class action waiver. You may bring claims only in your individual capacity, not as a plaintiff or class member in any class, collective, or representative proceeding.
13.4 Governing law. These Terms are governed by the laws of the Republic of Bulgaria, without regard to its conflict of laws rules.
13.5 Fallback court. If the arbitration agreement or the class action waiver is found unenforceable for a dispute, that dispute must be brought only in the competent courts of Varna, Bulgaria, and the class action waiver continues to apply to the extent the law allows.
14. General
14.1 Changes. We may change these Terms. Each version has a version number and effective date and is published at https://optivo.app/terms. For material changes, you must accept the new version before you can continue to use the Service. Until you accept, your account may be placed in close-only mode.
14.2 Entire agreement. These Terms, together with any policy they refer to, are the entire agreement between you and Optivo about the Service.
14.3 Severability. If any part of these Terms is found unenforceable, the rest stays in effect.
14.4 No waiver. If we do not enforce a right, we do not waive it.
14.5 Assignment. You may not transfer your rights under these Terms. We may transfer ours, including as part of a merger or sale.
14.6 Force majeure. We are not responsible for failures caused by events beyond our reasonable control, including market disruptions, blockchain or exchange failures, attacks, and actions of governments.
14.7 Electronic acceptance. You agree that signing the acceptance message with your wallet is a valid electronic signature and has the same effect as a handwritten signature.
14.8 Language. If these Terms are translated, the English version prevails.
14.9 Contact. Rapid R Ltd, bl. 109, Knyaz Boris I Blvd., Varna, Bulgaria, support@optivo.app.
15. Privacy
15.1 We process your wallet addresses, your IP address and approximate location, the results of sanctions screening, your settings, and records of your proposals, signatures and trades. We use this data to provide the Service, to apply eligibility and sanctions controls, to keep audit records, and to meet legal obligations. Our Privacy Policy at https://optivo.app/privacy explains what we collect, why, how long we keep it, who we share it with (such as our sanctions-screening provider), and your rights.
15.2 Data recorded on a public blockchain, including your Derive transactions, is public and cannot be deleted by us.
Acceptance screen text (shown in the pop-up)
Country of residence (select), and five statements (all required):
1. I agree to the Terms and Conditions (version shown) and the Privacy Policy (version shown). 2. I understand that Optivo is software only, does not hold my funds, does not give investment advice, and is not liable for my losses. 3. I understand that these trades can lose all the money I put in. 4. I am not a US person. 5. I am not a sanctioned person, and I live in an allowed country.
Button: Sign and accept
Signature (EIP-712 typed data, no gas). The wallet signs these fields:
- wallet: the wallet address that accepts;
- termsVersion and termsSha256: the version and SHA-256 hash of these Terms;
- privacyVersion and privacySha256: the version and SHA-256 hash of the Privacy Policy;
- country: the declared country of residence (ISO 3166-1 alpha-2 code);
- nonce: a single-use number issued by the Service;
- issuedAt: the time the Service issued the message;
- chainId: the Ethereum network the wallet signs on.
We store the signed fields, the signature, the IP address, the browser and the time of acceptance. Stored acceptances cannot be changed or deleted.