Aethir Staking Terms of Service

Staking Terms and Conditions

Last Updated: June 10, 2024

By directly or indirectly accessing or using the Website and/or Services (each, as defined below), including, but not limited to, indirectly linking your Digital Wallet (defined below) to the Services or otherwise using the Website or Services or any portion thereof, you hereby consent to be bound by these terms and conditions (“Terms”). These Terms are entered into, and create a legally binding agreement, by and between you, and any organization you are acting on behalf of (“you” or “your”) and Aethir (“Aethir”, “we,” “our,” or “us”). We may amend or modify these Terms at any time and for any reason. The amended or modified Terms are effective immediately upon us posting them or otherwise making them available on docs.aethir.com (“Website”) and by continuing to link your Digital Wallet to our Services, or otherwise use our Services, you agree to such amended or modified Terms. You agree to be responsible for reviewing the Terms and any amendments or modifications thereto. If you do not agree with the Terms, your sole and exclusive remedy is to cease your use of the Services and/or Website.

THESE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED.

1. Definitions. The definitions for certain defined terms used in these Terms are set out below. Other terms are defined elsewhere in these Terms.

1.1 “Digital Assets” means any digital blockchain asset subject to the Services, including the ATH Token.

1.2 “Digital Wallet” means the wallet or similar device or software used to store Digital Assets.

1.3 “Net Reward” means the sum of the Rewards minus any Protocol Fees (if any).

1.4 “Rewards” means any rewards granted by the Supported Staking Protocol, including staking rewards, block rewards, and transaction fees, in each case as actually granted by such Supported Staking Protocol, as applicable.

1.5 “Protocol Fees” means any fees charged by the Supported Staking Protocol.

1.6 “Supported Asset” means a Digital Asset for which you can use to participate in staking services via the Services.

1.7 “Supported Staking Protocol” means the ATH token protocol or other staking, delegation or other validator node or staking smart contract that is made available via the Services from time to time.

2. Services

2.1 The Services. Subject to these Terms, we provide a front-end user interface to allow users to connect to the Supported Staking Protocol for Supported Assets (the “Services”). The Services are strictly offered on a non-custodial basis. You hereby agree and acknowledge that (a) Aethir does not at any time hold or custody any assets on your behalf, and (b) Aethir solely offers a front-end user interface for you to interact with the Supported Staking Protocols.

2.2 License to Access the Services. Subject to these Terms, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services for purposes of staking Supported Assets to the Supported Staking Protocol accessible via our Services.

2.3 Blockchain Events. You acknowledge and agree that the Supported Staking Protocols are independent and at any time and for any reason, the Supported Staking Protocol may modify its protocol, stake or unstake, bond or unbond your Digital Assets, fork, or implement any other action or change that may impact your Net Rewards, Supported Assets, the Services and/or your access to and use of each of the foregoing (together, a “Blockchain Event”).

2.4 Protocol Lockups and Unstaking. Some Supported Staking Protocols require that your Digital Assets be locked (restricted from sale or transfer) for a period of time while staking or unstaking. You will need to request for your staked Digital Assets to be unstaked before they can be sold or transferred. Depending on the underlying protocol, you may or may not receive staking rewards during the unstaking process. Expected unstaking periods are estimates only. We will notify you when the unstaking process is complete.

2.4 Changes to the Services. We reserve the right to modify, alter or otherwise change the Services from time to time by adding, deleting, or otherwise modifying features or functionality to improve your experience, comply with applicable regulations and/or laws or for any other reason or purpose. We further reserve the right to (i) discontinue any feature of the Services or any portion thereof at any time, including, without limitation, discontinue supporting any Supported Asset, or Supported Staking Protocol, or (ii) remove any content from the Services at any time, in each case for any reason in our sole discretion and without notice to you. You specifically acknowledge and agree that we are not (a) responsible for such modifications, changes, content removals, or (b) liable for any loss of value of your Digital Assets or loss of Net Rewards that may result directly or indirectly from any such changes or any Blockchain Event.

3. Rewards; Fees

3.1 Rewards. Your use of the Services may result in a Net Reward that is issued by the Supported Staking Protocol and either (a) transferred to the Digital Wallet address where your Supported Assets originated or is otherwise used by you in connection with the Services (the “Originating Wallet”), or (b) eligible to be claimed by you using the Originating Wallet. You acknowledge that (i) such Net Rewards may be issued in the same denomination as the Supported Assets, (ii) any estimates or projections of Rewards or Net Rewards, as applicable, are not a guarantee, (iii) we will never ask for and you should never provide to us the private key for your Originating Wallet or any other wallet, (iv) we are not responsible for the loss of your private key or your inability to access (a) your Originating Wallet, or (b) any resulting Net Rewards that may be stored or claimable therein, and (v) you assume responsibility for ensuring the proper use of the correct and valid address of your Originating Wallet(s), and that your Originating Wallet supports and is otherwise compatible with the Supported Asset and Supported Staking Protocol. You specifically acknowledge and understand that your Net Rewards may be subject to a bonding/unbonding, locking/unlocking, claim or other delay period or mechanism by the Supported Staking Protocol that may render your Net Rewards and/or Supported Assets unavailable and/or subject to other restrictions imposed and controlled by the Supported Staking Protocol (collectively, “Protocol Restrictions”).

3.2 Fees. In consideration for granting you a limited license to access and use our Services, you hereby agree that we may charge a service fee.

3.3 No Guarantee of Rewards. You have no right to, and we do not offer any guarantee of, any rewards. Rewards will be claimable only if they are so provided by the underlying Supported Staking Protocols. Unless otherwise specified, the “staking rewards rate” disclosed on the Website for a particular Supported Digital Asset is an estimated rate and may change over time. WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY STAKING REWARDS, INCLUDING ANY NET REWARDS.

4. Termination

4.1 Termination. In the event that you breach these Terms or if we reasonably determine that action is necessary or advisable under applicable law, we may terminate or suspend your right to use or otherwise access the Services with or without notice to you. Such termination or suspension shall be a non-exclusive remedy for your breach of these Terms and we reserve the right to pursue any and all additional remedies that may be available to us. We may also terminate or suspend the Services in whole or in part for whatever reason and at any time.

4.2 Effects of Termination. In the event of any termination or suspension pursuant to Section ‎4.1 or otherwise, the Services will immediately cease. Termination or suspension of the Services may require you or us to complete certain additional tasks that comprise part of the Services, including, but not limited to, your compliance with certain Protocol Restrictions. The performance of such tasks shall be at our discretion and you disclaim any responsibility or obligation that we may have to perform such tasks.

4.3 Survival. The following Sections shall survive termination of these Terms: Section ‎3.2 (Fees), Section ‎4.2 (Effects of Termination), Section ‎5 (Intellectual property), Section ‎7 (Disclaimer), Section ‎8 (Limitation of Liability), and Section ‎‎9 (Indemnification).

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5. Intellectual property

5.1 Ownership. As between you and us, we own all rights, title, and interest in and to the Services and Website and any modifications, improvements, adaptations, enhancements, derivates thereto and any intellectual property rights related thereto, including, but not limited to, patent rights, trademark rights, copyrights, and trade secret rights and any other intellectual property and/or industrial rights recognized anywhere in the world.

5.2 No Other Right. Except for the limited license granted to you in Section ‎2.2, we do not grant or convey to you by implication, waiver, estoppel or otherwise any license to, any right, title, or interest in and to our intellectual property rights in or to the Services and Website or any other products, software or technology shared or made available by us under or in connection with these Terms.

5.3 No Reverse Engineering; Restrictions. You agree not to, directly or indirectly, (i) copy modify, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or any other proprietary information or materials related to the Services or the Website; (ii) use the Services or Website to (a) build a competitive product, software or other technology that could be used to offer similar services as to those offered hereunder, (b) engage in activity that seeks to defraud us or any other person or entity, including but not limited to, providing any false, inaccurate or misleading information in order to unlawfully obtain the property of another, or (c) engage in activity that breaches these Terms; (iii) interfere with the Services or Website, their security, network and the operability of any of the foregoing; or (iv) introduce, post, or upload, (a) bugs, time bombs, time locks, traps, trojan horses, or (b) any other harmful code or software that can corrupt or damage data, storage media, programs, equipment, or any hardware used in connection with the Services or Website.

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6. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS; ACKNOWLEDGMENT OF RISKS

6.1 Your Representations and Warranties. You represent, warrant and covenant that:

(i) the organization or entity you may be acting on behalf of is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms;

(ii) you have all requisite power and authority to, and no other proceedings on its part are necessary to, execute and deliver these Terms;

(iii) your performance of your duties and obligations under these Terms and in connection with your use of the Services and Website shall comply with all applicable laws, rules, and regulations;

(iv) you and the organization or entity you may be acting on behalf of are not (a) located, incorporated or otherwise established in, or a citizen or resident of any state, country or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“OFAC”), including Cuba, Crimea, Luhansk and Donetsk regions of Ukraine, Democratic People’s Republic of Korea, Iran and Syria, (b) a person found on the OFAC Specially Designated Nationals, Blocked Persons List, or any other consolidated prohibited persons list as determined by any applicable governmental authority (including any such list maintained by the government of the United Kingdom and/or British Virgin Islands), (c) a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority, or (d) a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure;

(v) you are of legal age in the jurisdiction in which you reside and have the full legal authority and right (a) to be bound to these Terms, and (b) to bind the organization or entity you may be acting on behalf of to these Terms;

(vi) you have the right, title, and interest in and to the Supported Assets used by you in connection with the Services;

(vii) you have all the rights and requisite authority to submit or otherwise provide your Digital Assets, data or any other materials you provide under and in connection with these Terms;

(viii) any assets, including Supported Assets used by you in connection with the Services is not encumbered or restricted in any manner that would prohibit compliance with these Terms;

(ix) you own or otherwise have the right to access and use the Originating Wallet(s) used in connection with the Services;

(x) you understand that the continued ability to provide the Services is dependent on many elements and you understand the risk involved with use of the Services, Website and Supported Staking Protocol;

(xi) you and the organization or entity you may be acting on behalf of are in compliance with all applicable laws and regulations;

(xii) your use of the Services shall not cause us to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the U.S. PATRIOT Act, or the various statutes, regulations and executive orders administered by OFAC (“OFAC Regulations”) or any applicable laws, rules and regulations.

(xiii) None of the Supported Assets used by you in connection with the Services relate in any way to (i) the government of any country designated by the United States, or other governmental authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other governmental authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities.

(xiv) you and the organization or entity you may be acting on behalf of have not been convicted of, or 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;

(xv) you are solely responsible for the security, custody and control of any Originating Wallets;

(xvi) you will not use the Services or Website in a manner that infringes, misappropriates or otherwise violates the intellectual property rights and privacy rights of any third party;

(xvii) you are not subject to any restriction or prohibition that would limit or prohibit your use of the Service or Website in accordance with these Terms;

(xviii) the Supported Assets used by you in connection with the Services are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of applicable law or regulations; and (xviii) you will not use the Services or Website in any manner that violates applicable law or regulations.

6.2 Acknowledgment of Risk. You understand and agree that (i) the Website and Services facilitate access to the Supported Staking Protocol, the use of which has many inherent risks and (ii) cryptographic and blockchain-based systems have inherent risks to which you are exposed when using the Website and Services. You further represent that you have a working knowledge of the usage and intricacies of blockchain-based Digital Assets and that you acknowledge and understand that (a) your use of the Services exposes you to considerable risk of loss; (b) there is no guarantee that any Rewards will be issued by any party or any protocol, and you may not earn any Net Rewards; (c) the operation of the Services and any resulting Net Rewards, if any, depends on the Supported Staking Protocols and other services we do not control, and as such, it may be difficult or impossible to recover any Digital Assets provided to the Supported Staking Protocol if such Digital Assets are lost or stolen; (d) Digital Assets and staking programs, including the Supported Staking Protocol are new technologies that currently face uncertain and evolving regulatory requirements in many jurisdictions; and (e) one or more such jurisdictions may, in the future, adopt laws, regulations or directives that affect one or more Supported Assets and/or Supported Staking Protocol and that may result in sudden changes (x) to the Services or (y) in connection with your Rewards or Supported Assets. For the avoidance of doubt, we specifically disclaim any liability for any losses or damages you experience in connection with any of the foregoing and you agree to assume full responsibility for all of the risks of accessing and using the Website and Services.

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7. DISCLAIMER. THE SERVICES, WEBSITE, AND ANY OTHER PRODUCTS, SOFTWARE OR TECHNOLOGY PROVIDED BY US HEREUNDER IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS, AND HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE FURTHER DISCLAIM ANY LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSSES RESULTING FROM OR IN CONNECTION WITH SLASHING PENALTIES.

8. LIMITATION OF LIABILITY. EXCEPT FOR ACTS OF WILLFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL WE BE LIABLE UNDER THESE TERMS TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES OR LOST PROFITS, INTEREST, ATTORNEYS’ FEES, COMPUTER FAILURE OR MALFUNCTION, DATA LOSS, LOSS OF GOODWILL, OR REVENUE ARISING OUT OF RELATING TO, OR IN CONNECTION WITH THESE TERMS. TO THE EXTENT OUR LIABILITY IS NOT ALREADY EXCLUDED BY THE FOREGOING SENTENCE, OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS SHALL OTHERWISE BE LIMITED TO AN AMOUNT EQUAL TO ONE HUNDRED U.S. DOLLARS ($100).

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9. INDEMNIFICATION You shall and hereby agree to indemnify, defend and hold us and our representatives, officers, directors, employees, successors and assignees harmless from and against any losses suffered by us arising from (i) your breach of these Terms, (ii) a breach of your representations and warranties and/or covenants made hereunder, (iii) your use of the Services or Website in violation of these Terms, (iv) your infringement, misappropriation, or violation of the rights of any other person or entity, (v) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the Services or Website, and (vi) violation of any law or applicable regulation. If you are obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.

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10. MISCELLANEOUS

10.1 Governing Law. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of Singapore, without regard to conflict of law rules or principles of Singapore, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in court located in Singapore.

10.2 Severability. If any provision of these Terms or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of these Terms and the application of that provision to other persons or circumstances is not affected thereby, and that provision will be enforced to the greatest extent permitted by applicable laws.

10.3 Waiver. No waiver of any right under these Terms will be of any effect or binding upon anyone unless such waiver is in writing and is signed by an authorized representative of the party so waiving such right. No delay or failure of any party in exercising any right hereunder and no partial or single exercise of any such right will be deemed of itself to constitute a waiver of such right or other rights hereunder.

10.4 No Third-Party Beneficiaries. The provisions hereof are solely for the benefit of the parties and are not intended to, and will not be construed to, confer a right or benefit on any other person.

10.5 Assignment. You shall not assign or transfer (whether by operation of law or otherwise) these Terms (or any rights or obligations hereunder) to a third party.

10.6 Force Majeure. No party will be held liable or responsible to any other party nor be deemed to have breached these Terms for failure or delay in fulfilling or performing any provision hereunder when such failure or delay results from causes beyond the reasonable control of the affected party, which may include embargoes, acts of war (whether declared or not), insurrections, riots, civil commotions, acts of terrorism, strikes, lockouts or other labor disturbances, pandemics, epidemics or acts of God (a “Force Majeure Event”). The affected party will notify the other parties of such Force Majeure Event as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such Force Majeure Event.

10.7 External Sites and Third-Party Content. The Website may contain links to third-party websites or content (“External Sites”). Such External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when (i) interacting with such External Sites, or (ii) downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

10.8 Arbitration. This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

(i) Informal Process. You agree that in the event of any dispute between you and Aethir, you will first contact Aethir and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

(ii) Agreement to Arbitrate. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

10.9 Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case or to be a party to a class or representative action is waived, and that any claims must be decided individually, through arbitration.

(i) Waiver of Jury Trial. If for any reason a claim proceeds in court rather than in arbitration, you and Aethir each waive any right to a jury trial.