Before staking with us, please review carefully the following Terms of Service below. Any questions? Please contact us.
Terms of Service
Last Updated: October 17, 2024
Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your (“Customer” or “you”) use of the website and interface located at chainflow.io (collectively, the “Site”) and the Services (as defined below) accessible via the Sites offered by Stake True, a Cayman Islands business company (the “Company”). To make these Terms easier to read, the Site, our services, including without limitation the Programs (as defined below) are collectively called the “Services.” The Services may facilitate interactions with the third party decentralized cryptographic protocols, maintained by third party open source communities, which we do not own or control (the “Eligible Protocols”).
NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE USED BY PERSONS OR ENTITIES WHO RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (EACH SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, A “RESTRICTED PERSON”). WE DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, DO NOT ATTEMPT TO USE THE SERVICES.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND THE COMPANY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.
Agreement to Terms. By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, you are not authorized to use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.
Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site and/or may also send other communications. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time, and without notice, at our sole discretion.
Who May Use the Services?
Eligibility. You may use the Services only if you are capable of forming a binding contract with the Company, and not otherwise barred from using the Services under applicable law.
Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to an embargo under the laws of Cayman Islands, United States, U.K., or any other applicable governmental body; and (b) that is the subject or target of any Cayman Islands, U.S. or other national government financial or economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties of any jurisdiction in which the other party does business, including those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control ("OFAC"). You are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms. For the purposes of the Terms, “Restricted Territory” means Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine or any other country to which the United States embargoes goods or imposes similar sanctions.
About the Services
a. General
Subject to these Terms, we operate and monitor validator nodes and software to perform non-custodial validation-as-a-service or otherwise participate in staking protocols in connection with Eligible Protocols. The Services are strictly offered on a non-custodial basis. Additionally, you authorize Validator to exercise your voting rights associated with Tokens that you delegate to our validator addresses; provided, however, that (i) voting rights are only applicable for certain Eligible Protocol, and (ii) we may exercise voting rights solely at our own discretion, and we are under no obligation to exercise voting rights on your behalf. Notwithstanding the foregoing, you also retain a right to exercise such voting rights associated with any Tokens and may exercise those rights before we do or may change any vote that we cast after we have done so.
b. Validator
The Validator operates the software and infrastructure necessary to run a Validating Node on the Eligible Protocol. During the times that the Validator is selected on the Eligible Protocol to run a Validating Node, the Validator wishes to provide staking operations to the User by enabling the User to exercise its Validation Rights on the Eligible Protocol through the Validator. The User is a holder of Tokens who wishes to Delegate Tokens to the Validator to be eligible to create new tokens and receive transaction fees in conjunction with exercising its Validation Rights.
c. Staking Operations
Subject to the terms and conditions of these Terms, during the times, if any, that the Validator is among the Persons selected on the Eligible Protocol to operate a Validating Node, the Validator will use commercially reasonable efforts to operate the Validating Node in a manner intended to facilitate the exercise, through the Validating Node, of User's Validation Rights with respect to the Tokens of User, if any, that are Delegated to the Validator as of such times (such operation of the Validating Node, the “Staking Operations”) in exchange for a portion of any rewards (e.g., new token mints) staking (the “Staking Reward Allocation”). The parameters that determine the rewards are determined by the Eligible Protocol, not the Validator. Those parameters may be determined through the Eligible Protocol’s governance rules, such as voting by holders of a governance token, and not all Eligible Protocols may have governance mechanisms such as voting. Validator shall not be liable to User for its governance activities, which may impact a range of matters, including the Staking Reward Allocation.
VALIDATOR MAKES NO GUARANTEES REGARDING STAKING Rewards. THE NUMBER OF TOKENS THAT WILL BE CREATED IS VARIABLE DEPENDING ON MARKET FACTORS AND ELIGIBLE PROTOCOL PARAMETERS.
d. Access to the Nodes
Stake True hereby grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 12.1 below) right and license, without the right to grant sublicenses (except as permitted under Section 2.4 below), to access and use the Nodes (and any Documentation that Stake True may provide in connection therewith) to develop, launch, and manage the Nodes solely for Customer’s own internal, business purposes, subject to the terms and conditions of this Agreement.
e. Modifications
Stake True reserves the right to modify the Nodes from time to time by adding, deleting, or modifying features to improve the user experience or for other business purposes. Stake True further reserves the right to discontinue any feature of the Nodes or any portion thereof at any time during the Term at Stake True’s sole and reasonable discretion.
f. Limitations
Stake True shall not be responsible nor liable for any failure in the Services resulting from, caused by or attributable to:
- Customer’s delay in or failure to take any actions upon which Stake True’s performance is dependent and which are required under this Agreement;
- Customer’s failure to use the Services in accordance with Stake True’s this Agreement and the Documentation;
- Customer’s failure to act in reasonable accordance with its network protocol;
- Customer's products or services, or Customer’s (or its Authorized Users’ Representative’s or end user’s) gross negligence, willful misconduct, or unauthorized acts or omissions, unless caused in part or in whole by Stake True; or unauthorized access, breach of firewalls or other hacking by third parties, except to the extent such access, breach or hacking is caused by or could have reasonably been avoided by Stake True.
g. Restrictions on Use
Customer will not (and will not authorize, permit, or encourage any third party to): (i) allow anyone other than its Authorized Users to access and use the Nodes; (ii) allow its Authorized Users to share with any third party his or her access credentials; (iii reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Nodes; (iv) modify, adapt, or translate the Nodes; (v) make any copies of the Nodes; (vi) resell, distribute, or sublicense the Nodes or use the Nodes for the benefit of anyone other than Customer (provided that end users of Customer may benefit from deposits of Digital Assets made by Customer, and Customer may offer such services to its end users in its sole discretion); (vii) remove or modify any proprietary markings or restrictive legends placed on the Nodes; (viii) use the Nodes in violation of any applicable law, rule, or regulation, or to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (ix) access or use the Nodes to collect any market research for a competing business; (x) use any robot, spider, scraper, or other automated means to access the Nodes for any purpose without our express written permission, or (xi) introduce, post, or upload to the Nodes any Harmful Code. Stake True has the right to monitor Customer’s compliance with this Section 2 and its use of the Nodes generally.
h. Staking Rewards
Stake True will receive a percentage of Staking Rewards directly attributable to Delegated Digital Assets that will vary by protocol (“Service Fee”). All Staking Rewards will be made in the same Digital Assets in which the Delegated Digital Assets are denominated. The
i. Fees
Except as otherwise communicated to you by the Company, you agree to pay any applicable fees, including Gas Fees in connection with transactions on Services. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that you will need to pay a Gas Fee for each transaction that occurs via the blockchain network.
Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.
Suspension or Termination. We may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we, in our sole and reasonable discretion, determine you are violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not constitute a breach of these Terms by the Company. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, the Company may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include, where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.
Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.
Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content. Customer acknowledges and agrees that Stake True may obtain and aggregate, anonymized technical and other data about Customer’s use of the Nodes, including Customer Materials (“Aggregated Anonymous Data”), excluding any personally identifiable with respect to Customer or its customers or clients, and Stake True may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose, during and after the term of this Agreement. For clarity, this Section 7 does not give Stake True the right to identify Customer as a source of any Aggregated Anonymous Data.
General Prohibitions and the Company’s Enforcement Rights
You agree not to do any of the following:
Use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, any Company trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent;
Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
Attempt to probe, scan, or test the vulnerability of any Company system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
Use the Services, or any portion thereof for the benefit of any third party or in any manner not permitted by these Terms;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services);
Engage in wash trading or other deceptive or manipulative trading activities;
Fabricate in any way any transaction or process related thereto;
Disguise or interfere in any way with the IP address of the computer you are using to access or use the Services, or that otherwise prevents us from correctly identifying the IP address and geographic location of the computer you are using to access the Services;
Transmit, exchange, or otherwise support the direct or indirect proceeds of criminal or fraudulent activity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
The Company is not obligated to monitor access to or use of the Services or to review or edit any Services content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources.
Termination
We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. You may disconnect your digital wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive : 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17.
Warranty Disclaimers
THE SERVICES, ANY CONTENT CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. the Company (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES (INCLUDING ANY MATERIAL, INFORMATION, OR CONTENT THEREIN): (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS: OR (IV) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. the Company DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY MATERIAL, INFORMATION, OR CONTENT CONTAINED THEREIN. WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION, OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
The Company CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.
THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY, OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA.
the Company WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, DIGITAL WALLETS, OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.
To the extent the Services enables you to interact with the Protocol, you understand that your use of the Protocol is entirely at your own risk. The Protocol is available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. You assume all risks associated with using the Protocol, and Digital Assets and decentralized systems generally, including but not limited to, that Digital Assets are highly volatile; you may not have ready access to assets; and you may lose some or all of your tokens or other assets. You agree that you will have no recourse against the Company for any losses due to your use of the Protocol. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
Assumption of Risk
You accept, acknowledge, and assume the following risks:
Our Services do not store, send, or receive Digital Assets. Any transfer of Digital Assets occurs within the supporting blockchain and not on the Services. Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some transactions in Digital Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction.
You are solely responsible for determining what, if any, Taxes and Gas Fees apply to your transactions through the Services. Neither the Company nor any Company affiliates are responsible for determining the Taxes that apply to such transactions.
There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. the Company will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when effecting transactions involving supported Digital Assets, however caused, including Gas Fees paid or payable in connection therewith.
The Services may rely on third-party platforms to perform transactions with respect to any Digital Assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.
By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of Digital Assets. Such systems may have vulnerabilities or other failures, or experience other abnormal behavior. The Company is not responsible for any issues with the blockchains, including forks, technical node issues, or any other issues that may result in fund losses. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase at any time. You further acknowledge the risk that your Digital Assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing the Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.
Indemnity
You will indemnify, defend (at the Company’s option), and hold the Company and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms. You may not settle or otherwise compromise any claim subject to this Section without the Company’s prior written approval.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER the Company NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT the Company OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF THE COMPANY AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO the Company FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100) , IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO the Company, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by and construed in accordance with the laws of the Cayman Islands without regard to its conflict of laws provisions.
Dispute Resolution
Mandatory Arbitration of Disputes. The Parties each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and the Company agree that the Cayman Islands Arbitration Law governs the interpretation and enforcement of this Agreement, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action.
Exceptions. As limited exceptions to Section 16(a) above: (i) both Parties may seek to resolve a Dispute in small claims court if it qualifies; and (ii) both Parties each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by JAMS under its JAMS Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by these Terms. The JAMS Rules are available at https://www.jamsadr.com/. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at https://www.jamsadr.com/.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location but any such arbitration will be conducted remotely to the extent permitted by the JAMS Rules. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and the Company won’t seek to recover the administration and arbitrator fees the Company is responsible for paying, unless the arbitrator finds your Dispute frivolous. If the Company prevails in arbitration the Company will pay for all of its attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or the Company prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General Terms
Reservation of Rights. The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. the Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Notices. Any notices or other communications provided by the Company under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Publicity. All publicity regarding this Agreement will be mutually coordinated and approved in advance in writing by the parties.
Waiver of Rights. The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact the Company at hello@chainflow.io.
Definitions
“Aggregated Anonymous Data” has the meaning set forth in Section 5.3 below.
“Authorized User” means Customer’s employees, contractors, or agents authorized by Customer to access and use the Nodes pursuant to the terms and conditions of this Agreement. Customer is responsible for the acts and omissions of its Authorized Users and any other person who accesses and uses the Nodes using any of Customer’s or its Authorized Users’ access credentials.
“Blockchain” means a digital ledger in which transactions made with a Digital Asset are recorded chronologically.
“Confidential Information” means: (i) with respect to Stake True, the Nodes, the Aggregated Anonymous Data, the Usage Data, and any and all source code relating thereto, and any other non-public information or material regarding Stake True’s legal or business affairs, financing, customers, properties, pricing, products, services, or data; and (ii) with respect to Customer, the Customer Materials, and any non-public information or material regarding Customer, its legal or business affairs, financing, employees, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action or inaction by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is in the rightful possession of the Receiving Party on a non-confidential basis prior to the disclosure by the party disclosing such Confidential Information (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference to, use of, or access to the Confidential Information of the Disclosing Party; or (d) is obtained by the Receiving Party without restrictions, after due inquiry of use and disclosure obligations from a third party.
“Customer Materials” means any data, information, and other materials that Customer or its Authorized Users submit to the Nodes, including, without limitation, the personal information (such as name, email address, and other identifying information) of Customer and its Authorized Users.
“Delegated Digital Assets” means the Digital Assets held by Customer delegated, allocated, or otherwise made available to Stake True for purpose of receiving the Services consistent with the technical operation of the underlying Protocol’s staking model.
“Digital Asset” means digital currencies, cryptocurrencies, decentralized application tokens, protocol tokens, smart contracts, Blockchain-based assets, stablecoins, cryptoassets and other cryptofinance and Digital Assets and instruments, to the extent Stake True currently supports such Digital Assets.
“Documentation” means the manuals, specifications, and other materials describing the functionality, features, operating characteristics and use of the Nodes as Stake True provides to Customer or its Authorized Users from time to time, whether in a written or electronic form.
“Fees” means the fees, costs, and expenses to be paid by Customer in connection with this Agreement as listed in an Order Form.
“Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Nodes, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Nodes to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Nodes.
“Node(s)” means a copy of the distributed ledger and serves as a communication point that executes various essential network functions, such as of creating, receiving, or sending information and validating transactions within a Blockchain.
“Order Form” means a written sales order entered into by the parties that is subject to the terms and conditions of this Agreement, which Order Form(s) form a part of this Agreement.
“Staking Rewards” means any Digital Asset Customer earns as a result of Customer’s use of the Service, including rewards earned by Customer’s end users and delegators, to the extent such end users or delegators have staked their Digital Assets to Customer’s Nodes. For the avoidance of doubt, Staking Rewards may not be applicable to or available for every supported network.
“Protocol Rules” has the meaning set forth in Section 7.1 below.
“Representatives” means a party’s respective affiliates, subsidiaries, officers, directors, employees, and agents.
“Service Default” means the occurrence of one of the following events resulting in an impact to the Service: (a) Stake True’s infrastructure fails to switch from one region to another region due to a region-based outage; (b) Stake True’s infrastructure fails to switch from one cloud provider to another cloud provider due to a cloud provider-based outage; (c) a memory leak in the protocol; and (d) single, isolated faults in the protocol causing process crashes (but excluding recurring bugs or issues that regularly arise in the Blockchain).
“Service Fee” means Staking Rewards minus any Slashing assessed, if applicable.
“Services” means the services to be provided by Stake True as described in Section 2.3 below and the Order Form(s).
“Slashing” means any penalty assessed by a network protocol for unavailability or slow, incorrect or malicious performance.