This Nomination (“Staking”) Agreement governs the legal relationship between Web3-Space Ltd. (“Web3-Space”) and you (“Nominator”). This Agreement shall be used for Staking tokens with Web3-Space for the purpose of gaining Staking Rewards as defined below and is not used for any other services offered by Web3-Space. Nominator represents that whether on personal behalf or for an institution or company that Nominator has authority to legally Stake tokens to Web3-Space and adhere to the terms listed in this Agreement.
BY STAKING TOKENS WITH ANY Web3-Space VALIDATOR SERVICE ON ANY SUPPORTED NETWORK YOU ARE CONSENTING TO BE BOUND BY, ASSENTING TO THE TERMS AND CONDITIONS OF, MAKING REPRESENTATIONS AND WARRANTIES SET FORTH IN, AND WILL BECOME A PARTY TO THIS NOMINATION AGREEMENT.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE NOMINATION AGREEMENT, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE NOMINATION AGREEMENT IS INACCURATE AS APPLIED TO YOU, YOU MUST NOT STAKE TOKENS WITH OR OTHERWISE USE Web3-Space VALIDATOR SERVICES.
1. Definitions. Terms used in this Agreement with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:
a. “Agreement” means these Terms of Service and all Attachments.
b. “Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.
c. “Effective Date” means the date that you Stake your tokens with the Web3-Space Service.
d. “Staking Rewards” means Tokens distributed by the Supported Networkless Web3-Space validation fees and any Slashing Penalties.
e. “Nominator” means the Party using the Service to gain Staking Rewards.
f. “Party” means you or us, as applicable, and “Parties” means you and us collectively.
g. “Platform” means our technology platform and infrastructure that we use to perform the Service.
h. “Service” means our provision of validation services to Supported Networks, including, without limitation, producing and
validating new blocks, processing transactions, and securing the network.
i. “Slashing Penalties” means any penalty assessed by the Supported Network for our failure to perform the Service according to the Supported Network Protocol.
j. “Staking” means use of the Service by Nominator to gain Staking Rewards.
k. “Staked Tokens” means the Tokens that Nominator has Staked with the Service.
l. “Supported Network” means any blockchain network for which our Platform is able to perform the Service.
m. “Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for Staking, the quantity and timing of Staking Rewards, and the conditions under which Slashing Penalties are imposed.
n. “Token” means the underlying digital asset of the Supported Network.
o. “Website” means any website managed and maintained by Web3-Space in connection with Service including but not limited to https://web3-space.com
a. During the Term (as Defined below) Web3-Space will provide the following:
i. The Service will be operated in a diligent and professional manner and in accordance with applicable industry standards.
ii. Reasonable security safeguards will be employed by Web3-Space to protect the integrity and availability of Service, and to avoid Slashing Penalties.
b. During the Term, Nominator shall provide the following;
i. Staked Tokens to Web3-Space’s validator account when Nominator wants to receive Staking Rewards.
ii. Tokens can be Staked or withdrawn at Nominators discretion, however, in all cases Staked Tokens will be subject the Supported Network Protocol. This includes but is not limited to bonding and unbonding periods, ineligibility to receive Staking Rewards for partial periods, and minimum balances and token amounts required.
iii. NOMINATOR IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND KEYS AT ALL TIMES. Web3-Space WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. Web3-Space WILL NOT HOLD NOMINATOR PRIVATE KEYS, AND WILL NOT ACT AS A CUSTODIAN OF NOMINATOR FUNDS.
iv. Nominator is expected to have knowledge of blockchain technology, staking, 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 Agreement in determining to Stake Tokens with Service.
3. Services and Service Level Agreement
a. Payment of Staking Rewards – Nominators will receive Staking Rewards directly attributable to their Staked Tokens. The percentage 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 nominated stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set, if the validator has experienced any Slashing Penalties, and Web3-Space validation fees. Web3-Space is solely responsible for Services and all Staking Rewards payments will be paid to Nominator by the Supported Network.
b. Transfers of Rewards – Any transfer of Staking Rewards will be subject to Supported Network Protocol. Generally payments will be made by the Supported Network to the wallet or account from which the tokens were Staked.
c. Web3-Space will not accept, take control of, or custody any Staking Rewards on behalf of the user. Web3-Space provides Service to help secure the network and Supported Network compensates Nominator directly with Staking Rewards.
d. SLASHING PENALTIES – THE SUPPORTED NETWORK CAN IMPOSE SLASHING PENALTIES ON NOMINATOR’S STAKED TOKENS FOR Web3-Space FAILURE TO OPERATE SERVICE IN ACCORDANCE WITH THE SUPPORTED NETWORK PROTOCOL. BY ENTERING INTO THIS AGREEMENT NOMINATOR UNDERSTANDS AND ACCEPTS THE RISK OF LOSS OF UP TO ALL OF THEIR STAKED TOKENS IF A SLASHING EVENT WERE TO OCCUR.
e. Service Level Agreement – Web3-Space agrees to compensate Nominators for missed Staking Rewards to the extent arising from the availability of Service. This does not include missed Staking Rewards arising from Nominator acts or omissions, Supported Network maintenance, 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 Web3-Space’s control.
4. Confidentiality. Each party may be exposed to the other party’s Confidential Information in the course of each party’s performance under this Agreement. Each party, on behalf of itself and its employees, contractors and agents (collectively, “Representatives”), agrees not to, except as set forth below or as required by applicable law or regulation, use or disclose Confidential Information during or after the term without the prior written consent of the other party. To protect Confidential Information, each party agrees to: (i) limit dissemination of Confidential Information to only those Representatives with a “need to know” in connection with this Agreement; (ii) advise each Representative who receives Confidential Information of the confidential nature of such information; and (iii) have appropriate agreements, policies and/or procedures in place with such Representatives sufficient to enable compliance with these confidentiality obligations. Nothing in this section will prohibit either party from disclosing Confidential Information to that party’s professional advisors who are bound by a duty of confidentiality at least as restrictive as set forth in this Agreement. This Section will survive termination of this Agreement for a period of two (2) years.
5. Indemnification. Nominator shall indemnify, defend and hold harmless Web3-Space from and against all claims, suits and actions brought against Web3-Space by a third party, and all resulting liabilities, damages, losses and costs awarded by a court or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to Nominator’s use of the Services in a manner that breaches the terms and conditions of this Agreement or violates applicable laws or regulations.
a. Nominator shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Staking Rewards obtained by the use of Services.
b. Neither Web3-Space nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Nominator. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Staking Rewards.
7. Term & Termination
a. The term of this Agreement will begin on the date that Nominator first Stakes Tokens with Web3-Space.
b. Either party may terminate this agreement at any time for any or no reason.
c. Upon the termination of this Agreement, provided that Nominator is not in material breach of this Agreement, Nominator will cease to Stake Tokens with Web3-Space.
d. Upon termination of this Agreement, all licenses to access and use the Services will likewise terminate, and Nominator will immediately thereafter discontinue all such access and use.
e. Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.
8. Discontinuation of Service. Web3-Space reserves the right to discontinue Service at any time for any or no reason. If Web3-Space decides to discontinue Service, we will publically announce our intention to do so providing a minimum of 30 days notice using public channels including our website, blog, and telegram group.
9. INTELLECTUAL PROPERTY. All right, title, and interest in and to the Platform and the Website, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain Web3-Space’s sole and exclusive property.
10. Acceptable Use. Nominator may not (a) reverse engineer, dissemble, or decompile any part of the Services. Nominator 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, Nominator 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. Web3-Space 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 Web3-Space shall be consistent with applicable laws, rules, and regulations.
11. Warranties and Disclaimers. Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to carry out all activities and transactions contemplated hereunder. Web3-Space warrants that Web3-Space will provide the Services in a professional and diligent manner and in accordance with applicable industry standards. 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. Web3-Space SPECIFICALLY DISCLAIMS ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY THIRD-PARTY PROVIDERS. Web3-Space 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.
12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, Web3-Space WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. SPECIFICALLY Web3-Space WILL NOT BE LIABLE FOR NOMINATOR LOSSES ARISING FROM SLASHING PENALTIES. IN NO EVENT WILL Web3-Space AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE EXCEED THE NET REWARDS OR REVENUE PAID TO NOMINATOR HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
13. Compliance With Laws.
a. Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”), and will only enter into this agreement insofar as the activity is in compliance with all applicable Laws. If during the term of this Agreement any Law becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the party that would bear the altered cost due to the change in the Law should terminate this Agreement and cease using Service.
b. Nominator 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 Agreement, 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. Nominator represents that it is not identified on BIS’s Denied Persons List or OFAC’s Specially Designated Nationals List, nor will Nominator permit the use of the Services by any person or entity identified on such a list. Nominator further represents that it will not use the Web3-Space Services for nuclear, chemical, or biological weapons proliferation, or for missile-development purposes, nor will Nominator permit the use of the Services by any person or entity for such uses. Nominator further represents that it will not provide, export, reexport, or transfer the Services other than in compliance with the foregoing restrictions.
c. Nominator represent and warrant that: (i) Nominator (and, if Nominator is an entity, Nominator’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 Nominator’s jurisdiction or otherwise applicable to Representatives; (ii) Nominator is (and, if Nominator is an entity, Nominator’s Representatives are) in compliance with anti-money laundering obligations; (iii) Nominator has not (and, if Nominator is an entity, Nominator’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
d. To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Web3-Space’s ability to provide any portion of the Services to Nominator, Web3-Space shall have no liability in connection with the provision of, or failure to provide, such Services to Nominator, and Web3-Space 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.
14. Commitments. Web3-Space has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Services. 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 Agreement, are for informational purposes only, and Web3-Space 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. Nominator acknowledges that no decisions are based upon any future features or functions of the Services.
15. Notices. Except as otherwise provided in this Agreement, all notices under this Agreement must be in writing and given by personal delivery, recognized national overnight courier service, or by United States registered or certified mail, return receipt requested.
Notice given to Web3-Space must be delivered to:
Web3-Space, 1500 District Avenue, Burlington, MA 01803 USA
Web3-Space may change the address to which notice must be delivered to it by providing notice of such updated address in accordance with this section.
16. Changes to This Agreement. Web3-Space may revise these Terms of Service from time to time and will post the most current version on its website. If a revision materially amends the Agreement, Web3-Space will notify Nominator (by, for example, the Web3-Space Telegram group, posting on Web3-Space’s blog or on Web3-Space’s website). Nominator agrees to review the Terms of Service from time to time. By continuing to use or access the Services after the revisions come into effect, Nominator agrees to be bound by the revised Agreement.
17. Force Majeure. Web3-Space shall be excused from any delay or failure in performance of this Agreement to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond its reasonable control. Any such delay or failure shall suspend Web3-Space’s obligations to perform under this Agreement until the cause for the delay or failure is removed.
18. No Waiver. No term or provision herein shall be waived, and no breach or default excused, unless such waiver or consent is in writing and signed by the party to which it is attributed. No consent by a party to, or waiver of, a breach or default by the other party, whether expressed or implied, shall constitute a consent to or waiver of any subsequent breach or default.
19. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the invalidity or unenforceability shall not invalidate this Agreement or render this Agreement unenforceable, but rather this Agreement shall be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
20. Assignment. Web3-Space reserves the right to assign this Agreement without the prior written consent of the other party.
21. Governing Law; Dispute Resolution. This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute arising under this Agreement will be subject to binding arbitration by a single arbitrator with the American Arbitration Association (AAA), in accordance with its commercial rules. The arbitration must be held in Boston, Massachusetts. The arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
22. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements (express or implied), proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Except as provided above (i.e., via Web3-Space’s amendment to these Terms of Service from time to time) any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.