StakingFarm (“StakingFarm”, the “Company,” “Us,” “Our” or “We”), by and through https://stakingfarm.net (the “Site”), operates, hosts, and monitors validation nodes for a variety of cryptocurrencies (as defined below, the “Services”). StakingFarm provides Services under and by, the following terms and conditions (this “Agreement” or “Terms of Use”). Accessing, browsing, or viewing the Site, including, but not limited to, registering for an account, submitting any information to us, or utilizing any of the Services as provided and offered by StakingFarm, you hereby consent and agree to be bound by these Terms of Use, as contained herein.

You (“Client”) agree to be bound by these Terms of Use and all other operating rules, policies, and procedures that may be published by Us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Us from time to time without notice to you. Your use of the Site is governed by the version of these Terms of Use in effect on the date of use.

1. DEFINITIONS

1.1 “Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.

1.2 “Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.

1.3 “Client Data” means all data, files, and information that the Client provides to StakingFarm in the course of using the Services.

1.4 “Client Funds” means the Cryptocurrency funds held by the Client.

1.5 “Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable.

1.6 “Pooled Staking Service”means the Staked Service that runs Staking Nodes for Supported Protocols and allows investors to Stake their Cryptocurrency holdings in exchange for a percentage of the Net Revenue generated from Staking.

1.7 “Slashing Penalty” means any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect, or malicious performance.

1.8 “Staking” or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node.

1.9 “Staking Nodes” means the collection of server hardware and software required to maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks.

1.10 “Staking Node Services” or the “Services” means the Pooled Staking Service.

1.11 “Staking Rewards” means all Cryptocurrency generated by operating Staking Nodes, including, but not limited to, block rewards, endorser rewards, transaction fees, and any other direct payments as a result of operating a Staking Node.

1.12 “Supported Protocol” means a Cryptocurrency for which StakingFarm operates Staking Nodes.

1.13 “Revenue Share Payments” means the percentage of Net Revenue paid to the Client as outlined in Section 2.3.

1.14 “Unbonding Period” means the Cryptocurrency imposed waiting period, during which the Client Funds and End Users Funds may not be withdrawn or sold.

2. STAKINGFARM RESPONSIBILITIES

2.1 Staking Node Services. During the Term, StakingFarm will provide the Staking Node Services to the Client following the service level terms set forth below.

2.2  Server Procurement, Setup & Maintenance. StakingFarm will determine, in its sole discretion, the network and server requirements to reliably operate Staking Nodes. StakingFarm is responsible for all costs associated with procuring, installing, and operating the Staking Nodes.

2.3  Revenue Share Payments: StakingFarm will pay Client a percentage of Net Revenue directly attributable to Client Funds. Pooled Staking Services will pay a percentage of Net Revenue that will vary by Cryptocurrency, and will be posted on the https://stakingfarm.net/plans page or in your account. All Revenue Share Payments will be made in the same Cryptocurrency in which the Client Funds or End Users Funds are denominated, as applicable.

2.4  Reporting: StakingFarm will provide regular reports through our dashboard detailing the performance of the Services to the Client. Such reports will provide mutually agreeable details to enable the accurate calculation of Net Revenue.

3. CLIENT RESPONSIBILITIES

3.1 StakingFarm Delegation. Client will have the sole right to determine the amount of Client Funds and End Users Funds which will be StakingFarm under this Agreement.

3.2 Withdrawals. Client acknowledges and agrees that Client Funds and End Users Funds which have been StakingFarm pursuant hereto may not be withdrawn before the conclusion of the Unbonding Period.

3.3 Taxes: Client shall be responsible for payment of all applicable taxes, if any, to which the Revenue Share Payments might be subject and any other taxes which may apply to Client; StakingFarm makes no representations in this regard. Client agrees to indemnify and hold StakingFarm harmless against any taxes, including penalties, duties, and interest levied by any government on the Revenue Share Payments.

4. LICENSE GRANT; RESTRICTIONS

4.1 Proprietary Rights. Client acknowledges and agrees that this license conveys no title or ownership rights to StakingFarm Services. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by StakingFarm. StakingFarm retains all rights, titles, and interest in and to the StakingFarm Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.

4.2 Restrictions. The client will not, and will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble, or otherwise attempt to discover the source code or algorithms for the StakingFarm Services or access the Services to build a similar or competitive product or service. The client will not, and will not permit any of its End Users or other third parties to use any device, software, or routine to interfere with the proper function of the Services. The StakingFarm Services may not be used in any jurisdiction for unlawful, obscene, offensive, or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.

5.TERM & TERMINATION

5.1 Term. Agreement will commence upon the Effective Date and, unless earlier terminated as set forth below, continue for twelve months (the “Initial Term”). Thereafter, the Agreement will automatically renew for successive twelve-month periods (each, a“Renewal Term”), unless either party provides written notice to the other of its desire to terminate no later than sixty (60) days before the expiration of the then-current term. As used herein, “Term” means the Initial Term plus any Renewal Term(s).

5.2 Termination. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice describing the breach in reasonable detail. In addition, StakingFarm may terminate this Agreement on seven (7) days written notice for any reason or no reason whatsoever.

5.3 Effect of Termination. Upon termination or expiration of this Agreement:

(i) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate,

(ii) each party will destroy all Confidential Information and other materials of the other party in its possession

6. REPRESENTATIONS & WARRANTIES

6.1 Representations and Warranties by StakingFarm. StakingFarm represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which StakingFarm is bound, (iii) it provides the Services using commercially reasonable care and skill by the service levels outlined

6.2 Representations and Warranties by Client. Client represents and warrants to StakingFarm that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound.

6.3  Disclaimer. Except for the express warranties stated in this Section 6, neither party makes, and each party expressly disclaims, all warranties, express, implied, statutory or otherwise, for the services and the subject matter of this agreement, including without limitation implied warranties of access, merchantability, fitness for a particular purpose, and implied warranties arising from course of dealing or course of performance. except as stated in section 6.1, the services are provided to the client on an “as is” and “as available” basis, and are for commercial use only. Client understands that while StakingFarm employs measures to ensure that the services are accessible 24 hours a day/7 days a week, StakingFarm cannot guarantee the uninterrupted or error-free operation performance of the Services or that StakingFarm will correct all defects or prevent third-party disruptions or unauthorized third party access.

7. LIMITATION OF LIABILITY

StakingFarm’s entire liability for all claims related to the agreement will not exceed the amount of any actual direct damages incurred by the client, up to the net revenues received by StakingFarm in the prior 12 months for the services that are the subject of the claim, regardless of the basis of the claim. StakingFarm will not be liable for special, incidental, exemplary, indirect, or economic consequential damages, or lost profits, business, value, revenue, goodwill, or anticipated savings. these limitations apply collectively to StakingFarm, its affiliates, contractors, and end users.

8. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless StakingFarm, its partners, agents, officers, directors, and employees, from and against any loss, cost, expense, claim, injury, or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. StakingFarm shall indemnify, defend, and hold Client harmless from and against any Losses incurred due to third-party claims arising from any breach by StakingFarm of any representation, warranty, or provision contained in this Agreement.

9. RELATIONSHIP OF PARTIES

Neither this Agreement, the relationship created between the parties hereto under this Agreement, nor any course of dealing between the parties hereto is intended to create or shall create, an employment relationship, a joint venture, partnership, or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to their employees.

10. PUBLICITY

Neither party will issue any press releases or make any other public disclosures regarding this Agreement or its terms or the nature of the parties’ relationship without the other party’s prior written consent. Notwithstanding the foregoing, StakingFarm may list the Client as a customer on its website and in marketing materials.

11. ASSIGNMENT

This Agreement and the rights hereunder are not transferable or assignable without the prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by a party (a) to a person or entity who acquires substantially all of such party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of such party.

12. COMPLIANCE WITH LAWS

Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department, or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation, or ordinance concerning the White-Labeled Services hereof, Client shall promptly notify StakingFarm of such notice or violation.

13. GENERAL TERMS

13.1 This Agreement (and any Exhibits hereto) constitutes the entire agreement between the parties concerning the subject matter hereof, and may not be modified without the prior written consent of both parties.

13.2 This Agreement will be governed and interpreted in accordance with the laws of the State of Massachusetts without reference to conflicts of laws principles.

13.3 StakingFarm will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.

13.4 No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.

13.5 Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose.

13.6 If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable by its terms.

13.7 Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to [email protected]. Notice will be effective on receipt.

13.8 Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.

SERVICE LEVEL TERMS

1. Definitions

“Staking Node Downtime” means the number of minutes that StakingFarm Staking Nodes are unable to produce blocks for a Supported Cryptocurrency, but does not include any downtime otherwise excluded under section 4 below.

“Force Majeure Events” means any downtime minutes that are the result of events or conditions beyond StakingFarm’s reasonable control. Such events might include but are not limited to any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, and the inability to secure products or services from other persons or entities.

2. Monitoring

All Staking Nodes are monitored by StakingFarm 24 hours a day, 7 days per week. StakingFarm will inform the Client of all scheduled maintenance that could reasonably be expected to cause significant degradation in block production or subject the Staking Nodes to downtime at least seven (7) days before the planned maintenance.

3. 100% Uptime

In the event Staking Nodes are not continuously available for block production (100% uptime) as measured every month, the Client becomes eligible for a credit as set forth below. For each one (1) hour of Staking Node Downtime, or fraction thereof, Client shall be entitled to a credit in the amount equal to the pro-rated Net Revenue for one (1) hour of the Revenue Share that would ordinarily be payable plus credit for any Slashing Penalties, if applicable, incurred as a result of such Staking Node Downtime.

4. Exclusions

Notwithstanding anything to the contrary herein, Client shall not be entitled to any credits hereunder if Staking Node Downtime or issues of any kind are caused by (i) acts or omissions of Client, (ii) scheduled StakingFarm network maintenance, (iii) acts by a hacker or other malicious actor, or (iv) Force Majeure events.

5. Required Notification & Timing of Credits

No credits shall accrue under this Agreement until StakingFarm has actual notice of, or Client delivers to StakingFarm written notice of, the Staking Node Downtime. Within thirty (30) days following the reporting on any Staking Node Downtime which results in Client being entitled to credits, StakingFarm shall deliver to Client detailed reporting specifying the approximate duration of the applicable failure and certifying to the best of StakingFarm’s knowledge the total amount of credits to which Client is entitled. In no event shall the total of any credits established under this Agreement for any month exceed the Net Revenue retained by StakingFarm during the applicable month. Credits will not carry over to future months. The credits provided shall be the sole remedies to the Client in the event of the Staking Node Downtime.