Last Updated: April 12, 2021
Make Technology, LLC (“Company,” “we,” “us,” “our”) provides its services (described below) to you through its website located at makestake.io (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). Company reserves the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If Company does this, Company will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Company will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If you are entering into this Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Terms of Service, in which case the terms “you,” “your” or “Delegator” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Terms of Service, you must not accept this Terms of Service and may not use the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
The capitalized terms used in this Terms of Service have the meanings ascribed to them in this section or where they are elsewhere defined in this Terms of Service. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Terms of Service:
- “Delegate (or Delegating)” means non-custodial commitment of cryptocurrency holdings by Delegator as a bond insuring the correct and permanent operation of a validator node by Company, and thereby the utilization of the Service by Delegator to gain Staking Rewards.
- “Delegated Tokens” means the Tokens that Delegator has Delegated with the Service.
- “Delegator,” “your” or “you” means the Party using the Service to gain Staking Rewards.
- “Delegator Rewards” means Delegator’s pro rata portion of the Tokens distributed by the Supported Network Protocol as Staking Rewards less any Service Fees.
- “Effective Date” means the date that Delegator stakes the Delegated Tokens with the Service.
- “Party” means Delegator or Company, as applicable, and “Parties” means Delegator and Company collectively.
- “Platform” means Company’s technology platform and infrastructure that it uses to perform the Service.
- “Service” means the provision of block validation and consensus services to Supported Networks, which, in certain circumstances, allows Delegator to delegate its Delegated Tokens to be Staked along with Company’s Tokens to produce and validate new blocks and secure the Supported Network in exchange for Staking Rewards.
- “Service Fees” means the portion of all Staking Rewards which shall be retained by or distributed to Company as compensation for the Service, which may be allocated by the underlying Supported Network Protocol automatically.
- “Slashing Penalties” means any penalty assessed against the Delegated Tokens by the Supported Network for Company’s failure to perform the Service according to the Supported Network Protocol.
- “Staking” means the process through which holders of Tokens may bond or “lock up” such Tokens to insure the correct and permanent operation of a validator node.
- “Staking Rewards” means Tokens distributed by the Supported Network Protocol in connection with providing validator services to the Supported Network Protocol, in each case with respect to the aggregate Staked Tokens associated with the validating node including, but not limited to, block rewards, endorser rewards, in each case less any Slashing Penalties,
- “Supported Network” means any blockchain network for which the Platform is able to perform the Service.
- “Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for bonding, staking, the quantity and timing of Staking Rewards, and the conditions under which Slashing Penalties are imposed.
- “Token” means the underlying digital asset of the Supported Network.
- “Website” means any website managed and maintained by Company in connection with Service including but not limited to makestake.io.
Access and Use of the Service
- Payment of Staking Rewards – When the underlying Supported Network Protocol pays Staking Rewards, Delegator will receive Delegator Rewards directly attributable pro rata to their Delegated Tokens. The amount and timing of such remittances are determined based on the Supported Network Protocol. Factors that are used by the Supported Network in determining rewards can include the inflation rate in the Supported Network, the amount of bonded stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set and if the validator has experienced any Slashing Penalties. Company is solely responsible for Services, and all Delegator Rewards payments will be paid to Delegator directly by the Supported Network Protocol.
- Transfers of Rewards – Any transfer of Delegator Rewards will be subject to the restrictions and transfer processes of the Supported Network Protocol. Generally payments will be made by the Supported Network Protocol to the wallet or account from which the Tokens were Delegated.
- Company will not accept, take control of, or custody any Delegator Rewards on behalf of the Delegator. Company provides Service to help secure the network and Supported Network compensates Company and Delegator directly with Staking Rewards and Delegator Rewards, respectively, which Delegator Rewards shall be allocated pursuant to the Services Fee then set by Company pursuant to the Supported Network Protocol. Delegator Rewards can be re-Staked under this Terms of Service. Subject to Supported Network Protocol, Delegator Rewards may be automatically re-Staked.
- SLASHING PENALTIES – THE SUPPORTED NETWORK CAN IMPOSE SLASHING PENALTIES ON DELEGATOR’S DELEGATED TOKENS FOR COMPANY’S FAILURE TO OPERATE SERVICE IN ACCORDANCE WITH THE SUPPORTED NETWORK PROTOCOL. BY ENTERING INTO THIS TERMS OF SERVICE DELEGATOR UNDERSTANDS AND ACCEPTS THE RISK OF LOSS OF UP TO ALL OF THEIR DELEGATED TOKENS IF A SLASHING EVENT WERE TO OCCUR.
- Service Level Agreement – Company agrees to compensate Delegators for missed Staking Rewards to the extent arising from the unavailability of Service. This does not include missed Staking Rewards arising from Delegator acts or omissions, Supported Network maintenance, Company validator node maintenance pursuant to “Responsibilities” herein, software bugs native to Supported Network, acts by a hacker or other malicious actor, Supported Network stalls, Supported Network Protocol changes resulting in changes to Staking Rewards, Force Majeure Events, or any other action outside of Company’s control. For the avoidance of doubt, if Company’s validator nodes are not part of the active validator set and do not receive a Staking Reward, no Delegator Rewards shall be due to Delegator and Delegator shall have no rights or remedy against Company in such event.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: Company reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at any time with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. If Company decides to discontinue Service, it will publicly announce its intention to do so providing a minimum of 30 days’ notice using public channels including the Website at makestake.io.
General Practices Regarding Use and Storage: You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service includes certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Conditions of Use
Responsibilities: During the Delegator’s use of the Services, Delegator shall provide the following:
- Staking Delegated Tokens to Company’s validator nodes when Delegator wants to receive Delegator Rewards.
- Delegated Tokens can be Staked or withdrawn at Delegators discretion, however, in all cases Delegated Tokens will be subject the Supported Network Protocol. This includes but is not limited to bonding and unbonding periods, lock-up periods, ineligibility to receive Staking Rewards for partial periods, and minimum balances and token amounts required.
- DELEGATOR IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS ACCOUNTS AND KEYS AT ALL TIMES. COMPANY WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. COMPANY WILL NOT HOLD DELEGATOR PRIVATE KEYS, AND WILL NOT ACT AS A CUSTODIAN OF DELEGATOR FUNDS. DELEGATOR SHALL PROVIDE IMMEDIATE NOTICE TO COMPANY OF ANY BREACH OF ACCOUNTS OR LOSS OF KEYS OR OTHER UNAUTHORIZED ACCESS TO DELEGATOR’S ACCOUNTS, WALLETS OR ASSETS THAT MAY ALLOW ACCESS TO OR OTHER EXPOSURE OF COMPANY’S PLATFORM OR THE SERVICES.
- Delegator is expected to have knowledge of blockchain technology, staking, bonding, delegating, accounts, keys, and details of the Supported Network and Supported Network Protocol. They are further expected to have conducted their own thorough investigation of Supported Network, Token, and other matters considered in this Terms of Service in determining to Delegate Tokens to Company and utilize the Service.
User Conduct: If the Company ever offers the ability to upload any User Content, this section will apply to your use of the Services. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use that is illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
- email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Company or its users to any harm or liability of any type;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or
- violate any applicable local, state, national or international law, or any regulations having the force of law;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- solicit personal information from anyone under the age of 18;
- harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
- further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Fees: The Service Fee shall be set forth in and shall be directly paid by the Supported Network Protocol. Delegator shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Delegator Rewards obtained by the use of Services. Neither Company nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Delegator. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering using the Service and the receipt of any Delegator Rewards.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use.
Third Party Distribution Channels
If the Company ever offers any mobile applications, this section will apply to your use of the Services.
Company offers Software applications that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
- Company and you acknowledge that these Terms of Service are concluded between Company and you only, and not with Apple Inc. (“Apple”), and that as between Company and Apple, Company, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
- You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
- Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
- Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
- Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Company’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
- Company and you acknowledge that Company, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Company as follows:
Email Address: firstname.lastname@example.org
Mailing Address: 30 Gould St, Suite R, Sheridan, WY 82801
Company and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Company, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Company.
The Company name and logos are trademarks and service marks of Company (collectively the “Company Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Company. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Company be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service: If the Company ever allows for the upload of User Content, this section will apply to your use of the Service. With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Company and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Delegator may not (a) reverse engineer, dissemble, or decompile any part of the Services. Delegator shall bear the risk of loss for, and assumes all liability arising from, any unauthorized or fraudulent usage of Services (or any hardware or software component thereof). In addition, Delegator agrees not to (i) send or store malicious code in connection with the Services or otherwise interfere with or disrupt performance of the Services, (ii) use manual or automated tools to scan or probe the Services in order to determine vulnerabilities, or (iii) attempt to gain access to the Services or its related systems or networks in a manner inconsistent with the permitted use of the Service. Company reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by Company shall be consistent with applicable laws, rules, and regulations.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Company has no control over such sites and resources and Company is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Company is not liable for any loss or claim that you may have against any such third party.
Company has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Platform, the Services or any Supported Network or Token. In relation to any future features or functions, all presentations, request for proposal responses, and/or product roadmap documents, information or discussions, either prior to or following the entering into of this Terms of Service, are for informational purposes only, and Company shall have no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to in writing by both parties. Delegator acknowledges that no decisions are based upon any future features or functions of the Platform, the Services or any Supported Network or Token.
Indemnity and Release
Delegator agrees to release, indemnify and hold Company and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. COMPANY SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE SERVICE OR THE AMOUNT OF NET REWARDS THAT MAY BE GENERATED HEREUNDER.
Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THIS TERMS OF SERVICE, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TERMS OF SERVICE. SPECIFICALLY COMPANY WILL NOT BE LIABLE FOR DELEGATOR LOSSES ARISING FROM SLASHING PENALTIES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY UNDER THIS TERMS OF SERVICE, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE SERVICE FEE DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Company should be sent to 30 Gould St, Suite R, Sheridan, WY 82801 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Company will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
Each party may terminate this Terms of Service at any time for any or no reason, subject to Supported Network Protocol’s requirements for unbonding of Delegated Tokens. Upon the termination of this Terms of Service, provided that Delegator is not in material breach of this Terms of Service, Delegator will cease to Delegate Tokens with Company’s validator nodes, and Company’s obligation to provide the Services shall cease. Upon termination of this Terms of Service, all licenses to access and use the Services will likewise terminate, and Delegator will immediately thereafter discontinue all such access and use. Any obligations and duties that by their nature extend beyond the expiration or termination of this Terms of Service will survive the expiration or termination of this Terms of Service including, without limitation, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.
Compliance with Laws
Delegator acknowledges that the Services are subject to U.S. export control laws, including the Export Administration Regulations of the Bureau of Industry and Security (“BIS”), U.S. Department of Commerce; and economic sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. Delegator agrees to comply strictly with all such laws and regulations as they relate to the Services, and, to the extent consistent with this Terms of Service, not to download, use, reexport, or transfer the Services into or within Crimea, Cuba, Iran, North Korea, or Syria, or to the governments of these countries, wherever located. Delegator represents that it is not identified on BIS’s Denied Persons List or OFAC’s Specially Designated Nationals List, nor will Delegator permit the use of the Services by any person or entity identified on such a list. Delegator further represents that it will not use the Services for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes, nor will Delegator permit the use of the Services by any person or entity for such uses. Delegator further represents that it will not provide, export, reexport, or transfer the Services other than in compliance with the foregoing restrictions.
Delegator represent and warrant that: (i) Delegator (and, if Delegator is an entity, Delegator’s officers, directors, employees, and agents (collectively, the “Representatives”)) are in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations thereunder, and similar laws of foreign jurisdictions or other anti-money laundering obligations under the law of Delegator’s jurisdiction or otherwise applicable to Representatives; (ii) Delegator is (and, if Delegator is an entity, Delegator’s Representatives are) in compliance with anti-money laundering obligations; (iii) Delegator has not (and, if Delegator is an entity, Delegator’s Representatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court
To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Company’s ability to provide any portion of the Services to Delegator, Company shall have no liability in connection with the provision of, or failure to provide, such Services to Delegator, and Company may, at its option, (a) make a reasonable effort to relocate the Services to another location, or (b) terminate the applicable Services immediately and without penalty.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitute the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Wyoming without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Laramie County, Wyoming. The failure of Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Company, but Company may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org or by sending a notice to 30 Gould St, Suite R, Sheridan, WY 82801 to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.