Terms of Delegation

Introduction

The services offered by Zero Knowledge Validation Limited ("ZKV"), a UK private limited company, via the validator that they run on the Cosmos and Kusama networks or other blockchain networks are offered with no guarantees.

By choosing to delegate your digital assets to ZKV, you acknowledge that ZKV may participate in blockchain governance or blockchain consensus mechanisms as your representative, and that you understand that there are significant risks with the many novel technologies involved in Proof of Stake blockchain systems, which are often at the cutting edge of research.

You also acknowledge that there are significant risks that you may incur a loss of your digital assets when choosing to delegate them to ZKV, and that ZKV will not compensate you or be held liable for any losses incurred as a direct or indirect result of losses by any holder of digital assets choosing to use the validation services provided.

Last updated: 5th January 2020

This Delegation (“Staking” or “Nominating”) Agreement, including any Additional Terms (as defined below) (collectively, this “Agreement”), constitutes a legal agreement between you (“Delegator” or “you”) and Zero Knowledge Validation Limited (“ZKValidator”, “ZKV” or “we”). This Agreement specifies the terms under which you may delegate (also referred to as “stake” or “staking”) your Tokens and earn a share of Net Rewards (as defined below). Please read this Agreement carefully before delegating your Tokens, because by doing so or otherwise manifesting assent to this Agreement, Delegator agrees to be bound by the terms of this Agreement. If Delegator does not agree to (or cannot comply with) all of the terms of this Agreement, do not delegate your Tokens. If Delegator is accepting this Agreement on behalf of a company, Delegator represents that he or she is an authorized representative of the company capable of binding the company to this Agreement, and the company shall be deemed the Delegator for the purposes of this Agreement.

1. DEFINITIONS.

The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

“Additional Terms” means any terms that are specific to a particular Supported Blockchain. We may incorporate Additional Terms into this Agreement at any time via a version update noted above. The Additional Terms in effect as of the Effective Date are set forth in Schedule A, attached hereto and incorporated herein.

“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.

“Confidential Information” means: (i) with respect to ZKValidator, the Website, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; and (ii) with respect to you, any non-public information or material regarding your legal or business affairs, financing, 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 by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party”); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

“Effective Date” means the date that you delegate your tokens.

“Net Rewards” means Rewards minus any Slashing Penalties and ZKValidator fees. See the Additional Terms for details related to Net Rewards for each Supported Blockchain.

“Party” means you or us, as applicable, and “Parties” means you and us collectively.

“Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; or (vii) contains viruses, Trojan horses, worms, or any other harmful, malicious, or hidden procedures, routines, mechanisms, or code.

“Rewards” means any rewards that we actually receive in exchange for the Service, including, without limitation, block rewards, endorser rewards, and transaction fees.

“Service” means our provision of validation services to Supported Blockchains, including, without limitation, producing and validating new blocks, endorsing, processing transactions, and securing the network

“Slashing Penalties” means any penalty assessed by the Supported Blockchain for our failure to perform the Service.

“Supported Blockchain” means any blockchain for which ZKV performs the Service. The list of Supported Blockchains is available on the Website. Service details for each Supported Blockchain can be found in the Additional Terms.

“Token” means any tokens that you have delegated properly to us, as described on the Website.

“Website” means zkvalidator.com.

2. OBLIGATIONS

2.1. Our Obligations.

During the Term (as defined below), we shall: (i) remit to you your share of Net Rewards as set forth in Section 3;

2.2. Your Obligations.

During the Term, you shall delegate your Tokens, as you elect from time and time, and you shall pay your taxes as set forth in Section 3.2. Unless otherwise set forth in the Applicable Terms: (i) there are no minimum or maximum number of Tokens you may delegate to us; and (ii) you may delegate or withdraw your Tokens at any time; provided, however, if you withdraw your Tokens during a period within which we have staked your Tokens in order to perform the Service, you will not receive any share of the Net Rewards with respect to such prematurely withdrawn Tokens.

3. ECONOMIC TERMS

3.1. Remittance of Net Rewards.

We shall remit to you a percentage of Net Rewards directly attributable to your Tokens. The percentage and timing of such remittances: (i) vary by Supported Blockchain; (ii) change periodically; and (iii) are governed by the information posted on the Website on the date a remittance to you is due (not the date on which you delegated the Tokens to us). Unless otherwise set forth in the Additional Terms or agreed to in writing by the Parties, all remittances to you shall be in the same cryptocurrency in which the Tokens are denominated.

3.2. Taxes.

You are solely responsible for the payment of any applicable taxes with respect to your share of Net Rewards and for any other taxes resulting from the transactions contemplated herein. The Parties agree not to treat this Agreement as giving rise to a partnership for U.S. federal income tax purposes. You are responsible for ensuring that you are aware of any tax consequences in your relevant jurisdiction. You hereby agree to defend, indemnify, and hold harmless us and our officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any such taxes and related costs, interest, and penalties. The characterization of the transactions contemplated by this Agreement for U.S. federal income tax purposes is unclear, and accordingly the U.S. federal income tax consequences of delegating Tokens and the sharing of Net Rewards is uncertain. Neither ZKValidator nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Delegator. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Net Rewards.

3.3. Rewards Transfer.

Any transfer of Net Rewards to you shall be made to the wallet from which you delegated the Tokens to us.