NON-CUSTODIAL STAKING TERMS AND CONDITIONS
1. CONTRACT TERMS
1.1 These Terms set out the terms on which Zero Knowledge Validation Limited (“ZKV”) shall provide the Services to you (“You” or “Your”). ZKV and You shall each be referred to as a “party” and collectively as the “parties”.
1.2 By using the Services and accessing the Platform, whether directly or indirectly (including by linking your Digital Wallet to the Platform or via a third party or otherwise) You agree to be bound by these Terms, which shall form a legally binding agreement between You and ZKV effective on the Effective Date.
1.3 If You do not agree with these Terms do not use, or cease using, the Services and Platform.
2. SERVICES
2.1 Service Standards. Subject to Your compliance with these Terms, ZKV will use commercially reasonable efforts to provide the Services to You. ZKV may provide the Services, or portions thereof, directly, or indirectly through one or more of its Affiliates or by using sub-contractors or other third-party vendors.
2.2 Service Provision. ZKV reserves the right to modify the Services (in whole or in part) at any time, including the right to discontinue support for, or provide the Services in respect of, any Network Protocol, as determined by ZKV in its sole discretion. ZKV will take steps to provide as much notice to You of any changes to the Services as is reasonably practicable.
2.6 Liability for Wallets. You agree that Digital Wallets are not operated by or under the control of ZKV (or its subcontractors), and that Digital Wallets are not endorsed or otherwise recommended by ZKV. Any integration of a Digital Wallet shall not be considered an endorsement or recommendation of the same. You agree that the ZKV Group shall have no liability for the acts, omissions or operation of any Digital Wallet.
2.7 Withdrawal and Unbonding. Digital Assets which You wish to withdraw from delegation under these Terms may be subject to unbonding periods imposed by the Supported Network or its Network Protocol. Digital Assets and Network Rewards may be unavailable to You during any such unbonding periods and be subject to other restrictions imposed by the Supported Network or its Network Protocol. ZKV Group shall not be liable for any Losses arising out of or in connection with any of the events described in this clause 2.7.
3. YOUR OBLIGATIONS
3.1 General. You shall only use the Services and Platform in accordance with these Terms and any instructions provided by or on behalf of ZKV from time-to-time.
3.3 Use Restrictions. You shall not, and shall not attempt to: (A) access, decompile, disassemble, reverse engineer or otherwise attempt to derive or construct the Platform (or any component thereof including any source code); (B) duplicate, modify, correct, adapt, translate, enhance, or otherwise create or prepare derivative works or improvements of the Platform; (C) circumvent, bypass or breach any security tools (including any encryption), device, or protection used for or contained in the Platform or attempt to gain unauthorized access to the Platform or Services; (D) input, upload, transmit or otherwise provide to or through the Platform or Services any information or materials that are unlawful, or contain, transmit or activate any Destructive Code; (E) damage, destroy, disrupt, disable, impair, interfere with, impede or harm, or otherwise do anything that may adversely affect proper operation of, the Platform or Services; (F) remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Platform, or use any material accessed via the Services in any manner that infringes the copyright or IP of any third party; (G) do anything that may adversely affect the proper operation of the Platform or Services or impact or harm the reputation and goodwill of the ZKV Group; (H) access or use Platform or Services in a way not expressly permitted by these Terms or in any manner or for any purpose or application prohibited by appliable Law; (I) access or use Platform or Services for any fraudulent activity or further any fraudulent purpose; (J) attempt to gain unauthorised access to any ZKV Group’s systems or networks; (K) use any of ZKV Group’s Confidential Information to create any service, software, product, platform, documentation or data that is similar to, in whole or in part, any aspect of the services or products offered by ZKV, including the Platform or Services, provided that the foregoing does not prohibit independent development of similar functionality by You without any use of or reference to any of ZKV Group’s Confidential Information; or (L) allow or assist (directly or indirectly) any third party to do, or attempt to do, any of the foregoing.
4. PROPRIETARY RIGHTS
4.1 Limited Licence and Access. Subject to You complying with these Terms, ZKV hereby grants to You a non-exclusive, non-transferable, revocable, limited licence to access and use the Platform solely as necessary for the receipt and use of the Services, and such licence shall terminate immediately following the termination or cessation of the Services. You shall be responsible for the acts and omissions of any other person or entity who access or uses the Services on Your behalf, regardless of whether such access or use is authorised or unauthorised, as if such acts and/or omissions were Your own.
4.2 No Other Licenses. Except for the rights and licences expressly granted to You under these Terms, no other licence is granted, no other use is permitted and the ZKV Group (and its licensors) retains all right, title and interest (including all Intellectual Property Rights) in and to the Platform, Services, ZKV’s Confidential Information and any other materials provided by or on behalf of ZKV pursuant to these Terms.
4.3 Analytics. You agree that ZKV may collect and retain information on or about the use, contents and performance of the Platform or Services and You hereby grant to the ZKV Group a non-exclusive, perpetual, royalty free, fully paid-up, licence to use the Customer Data in connection with providing the Services and to collect, retain and use such Customer Data and other information for any purpose without payment or restriction.
4.4 Feedback. With respect to any feedback You provide to the ZKV Group concerning the functionality and performance of the Services and/or Platform (including identifying potential errors and improvements), You hereby grant the ZKV Group an exclusive, worldwide, perpetual, fully paid-up, royalty free, and freely assignable and transferable licence to use the feedback for any purpose without payment or restriction.
5. WARRANTIES AND REPRESENTATIONS
5.1 Mutual Warranties and Representations. Each party warrants and represents that: (A) it has full power and authority, and has obtained all approvals, permissions and consents necessary to enter into these Terms; and (B) these Terms constitute a legally binding agreement between the parties enforceable in accordance with its terms.
5.2 Your Warranties and Representations. You warrant and represent that:
(A) You will use the Services and Platform in compliance with: (i) these Terms (and any Additional Service Terms); (ii) to the extent applicable, any and all requirements and standards set forth by the Network Protocol for the Supported Network(s); and (iii) all applicable Law;
(D) You are currently complying with and shall comply with all applicable Law, including all applicable Law pertaining to Sanctions; and
(E) You shall promptly notify ZKV in writing if You: (i) become the target of any Sanctions; (ii) are or become located, organised, or are resident in a country or territory that is, or whose government is, the target of Sanctions; or (iii) become aware that any transaction connected to the Services is or becomes the target of any investigation, including providing to ZKV reasonable details thereof.
5.3 Disclaimer of Warranties. Except as expressly set out in these Terms, and to the fullest extent permitted by Law, ZKV hereby disclaims all warranties, representations and conditions, whether express or implied, in respect of the Services and Platform (or any other matter related to these Terms) including, all warranties, representations and conditions in respect of the merchantability, satisfactory quality, fitness for a particular purpose, correctness, use of reasonable skill and care, accuracy, non-infringement, completeness, security, reliability or performance of the Services and Platform.
5.4 Services Disclaimer. You agree that: (A) the Services and Platform have not been developed to meet Your individual requirements and are provided “as is”; (B) Your use of the Services and Platform will not be uninterrupted or error-free; and (C) You shall not be entitled to claim for any Losses (including any Losses resulting from slashing penalties) resulting from any errors or disruptions in or to the Services or Platform. Except as expressly provided in these Terms, ZKV Group is not responsible for any Digital Assets, tokens, rewards, keys, wallets or other assets that You stake, store, transfer, receive, access, lose, misplace or otherwise use in connection with Your use of the Services and Platform, including any Losses resulting from slashing penalties.
6. FEES AND NETWORK REWARDS
6.1 Service Fees. You agree that in consideration for the provision of the Services, ZKV shall be entitled to the Service Fees. In respect of any Category A Supported Network or Category B Supported Network, ZKV shall directly receive from the relevant Network Protocol, and be entitled to, the Network Rewards Percentage.
6.2 Category B Networks. In respect of any Category B Supported Network, the Network Rewards shall be transferred to ZKV per the terms of the Network Protocol. ZKV shall periodically (usually within 30 days of receipt) transfer the Network Rewards to Your Digital Wallet.
6.3 Changes in Service Fees. ZKV reserves the right to change the Service Fees and/or introduce new charges and fees: (A) where required by the Supported Network or Network Protocol; (B) where new Supported Networks are added by ZKV to the Platform and Services which are not covered under the Services Fees; and/or (C) for any other reason on providing as much notice to You as is reasonably practicable (which may be made by way of a notice on the Platform).
6.4 Incorrect Rewards. If You believe that ZKV has incorrectly calculated your Network Rewards, You must notify ZKV in writing no later than sixty (60) days after the date of receipt of the relevant Network Rewards, otherwise the amount transferred shall be conclusively deemed correct by the parties. Except as otherwise stated in these Terms, all Service Fees are non-refundable and You may not set-off any Service Fees against any amounts owed by ZKV to You whether under these Terms or otherwise.
6.5 Taxes. All amounts payable under these Terms are exclusive of sales and use taxes, value added taxes, and all other taxes, and duties the costs of which (other than taxes based on ZKV ’s net income, which shall be paid by ZKV) shall be Your responsibility. You shall be solely responsible for the payment of any and all taxes, penalties, duties, and interest (together, “Taxes“): (A) applicable to the Network Rewards and other amounts receivable or received by (or on behalf of) You in connection with the Services; and (ii) all other Taxes which may apply to You resulting from or related to these Terms. You shall indemnify ZKV Group in respect of all Taxes levied by any governmental authority on ZKV Group related to any Network Rewards or other amounts receivable or received by (or on behalf of) You in connection with the Services and these Terms.
7. LIABILITY
7.1 Indemnity. You agree to indemnify the ZKV Group against all Losses suffered or incurred by the ZKV Group arising out of or related to: (A) any breach by You of these Terms; and/or (B) any claim or action brought by a third party against the ZKV Group related to Your actual or alleged: (i) breach of these Terms, (ii) unauthorised or improper use of the Services or Platform, or (iii) negligence or wilful misconduct (except to the extent caused by ZKV’s breach of these Terms).
7.2 Exclusion of Liability. Nothing in these Terms shall operate to limit or exclude ZKV’s liability for any Losses that cannot be excluded or limited by applicable Law.
7.3 Exclusion of Losses. Subject to clause 7.2, the ZKV Group excludes, to the fullest extent permitted by applicable Law, all liability for Losses arising out of or in connection with these Terms (including the provision of the Services and Platform). In no event shall the ZKV Group, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, be liable under or in connection with these Terms for any: (A) loss or inaccuracy of data, loss or interruption of use, economic loss, loss of Network Rewards, cost of replacement services, management time, loss of profits, loss of revenue or loss resulting from damage to image or reputation, in each case whether direct or indirect Losses; or (B) any indirect or consequential Losses arising from or related to these Terms and whether or not such Losses are foreseeable, even if the ZKV Group has been advised (or is otherwise aware) of the possibility of such Losses.
7.4 Limitation of Liability. Subject to clauses 7.2 and 7.3, in no event shall ZKV or its Affiliates’ total aggregate liability under or in connection with these Terms exceed an amount equal to the total Service Fees earned by ZKV in respect of Your use of the Services in the six (6) months preceding the date of the first event (or series of connected events) giving rise to liability under these Terms.
8. TERM AND TERMINATION
8.1 Term. These Terms are effective from the Effective Date, and shall continue for so long as You use the Services and/or access the Platform, unless and until terminated earlier in accordance with this clause 8 or by operation of Law.
8.2 Termination and Suspension. ZKV may, immediately and without notice, at anytime: (A) terminate these Terms (in whole or in part), including your access to the Services and/or Platform; or (B) suspend (in whole or in part) your access to the Services and/or Platform.
8.3 Unbonding. You agree that termination of these Terms and cessation of the Services shall be subject to, and may be limited by, any unbonding period or other requirements or limitations set by the Network Protocol of the applicable Supported Network.
8.4 Consequences of Termination On expiry or termination of these Terms for any reason: (A) all rights granted to You under these Terms shall cease; and (B) You shall promptly pay to ZKV any amounts owed to ZKV Group under these Terms.
8.5 Accrued Rights. Termination or expiry of these Terms for any reason shall not affect or prejudice: (A) any of the parties’ accrued or outstanding rights or obligations at the time of termination or expiry; and (B) the provisions of these Terms which expressly, or by their nature, survive termination or expiry, including clauses 7 (Liability), 8.4 (Consequences of Termination), 9 (Confidentiality), 11 (General Provisions) and 12 (Interpretation and Definitions).
9. CONFIDENTIALITY
9.1 Subject to clause 9.2, each party shall: (A) use the other party’s Confidential Information solely as is necessary to perform its obligations under these Terms, but not for any other purpose unless explicitly authorised herein; (B) treat the other party’s Confidential Information as confidential and protect such Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind (but in no event using less than reasonable care); and (C) except where required by applicable Law or by order of a court of competent jurisdiction, not publish or otherwise disclose to any third party the other party’s Confidential Information without the other’s party prior written consent.
10. FORCE MAJEURE
10.1 ZKV shall not be liable to You for any Losses caused by a delay or non-performance arising from any cause beyond ZKV ’s reasonable control including any of the following: strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, epidemic, pandemic, disease, fire, flood, storm, or default of suppliers or sub-contractors (each a “Force Majeure Event”).
11. GENERAL PROVISIONS
11.1 Waiver. No failure or delay by either party to exercise or enforce any right or remedy under these Terms shall constitute a waiver, or prejudice or restrict that party’s further right to exercise that, or any other, right or remedy.
11.2 Severability. If any provision of these Terms is held to be invalid or unenforceable (in whole or in part) by any applicable Law or by the final determination of any court of competent jurisdiction, such invalidity or unenforceability shall not affect the other parts of that provision or the other provisions of these Terms which shall remain in full force and effect.
11.3 Updates. ZKV may make changes to these Terms from time-to-time. ZKV may notify You of such changes by making the updated terms and conditions available on the Platform. Once the updated terms and conditions are in effect, Your continued use of the Services or Platform will be deemed acceptance of the updated terms and conditions. If You do not accept the updated terms and conditions then Your sole and exclusive remedy is to immediately cease using the Services and Platform.
11.4 Third Party Rights. These Terms do not create or confer any right or benefit enforceable by any person not a party to it and, with the exception of ZKV Group, and no person who is not a party to these Terms will have any rights, including under the Contracts (Rights of Third Parties) Act 1999, to benefit from or enforce these Terms.
11.5 Relationship of the Parties. Nothing in these Terms shall be construed as constituting a partnership between the parties nor, except as expressly provided, shall it constitute, or be deemed to constitute, any party as the agent of the other party for any purpose. Subject to any express provisions to the contrary in these Terms, neither party shall have the right or authority to and shall not act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind, on behalf of the other party, or bind the other party in any way.
11.6 Assignment. You may not sub-contract, assign, transfer or novate Your rights or obligations under these Terms without ZKV’s prior written consent. These Terms shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
11.7 Entire Agreement. These Terms contain the whole agreement between ZKV and You relating to the subject matter of these Terms and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. Each party acknowledges that in entering into these Terms it has not relied on any representation, warranty, collateral contract or other assurance (except as set out in these Terms) made by or on behalf of any other party before the Effective Date. Subject to clause 11.3, any change or amendments to these Terms must be agreed in writing by an authorised representative of both parties.
11.8 Notices. Any notice for the ZKV Group (which term shall in this clause include any other communication) required to be given under these Terms or in connection with the matters contemplated by it, shall be in writing in the English language. Any such notice shall be in writing and sent by pre-paid first-class mail or by courier to ZKV’s registered office address and shall be deemed to have been delivered 2 (two) Business Days after posting or delivery to the courier (as applicable). A copy of any notice for the attention of ZKV must be simultaneously sent by email to the following address: [email protected]
11.1 Governing Law and Jurisdiction. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
12. INTERPRETATION AND DEFINITIONS
12.1 In these Terms: (A) a reference to a ‘party’ includes that party’s successors and permitted assigns; (B) the headings in these Terms are included for convenience only and shall have no effect on interpretation; (C) words in the singular include the plural and vice versa; (D) any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (E) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form; (F) any obligation on a party not to do something includes an obligation not to allow that thing to be done; (G) a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; and (H) a reference to legislation includes all subordinate legislation made from time to time under that legislation.
12.2 The following definitions apply to these Terms:
“Additional Service Terms” means any additional terms communicated to You by (or on behalf of) ZKV from time-to-time (such additional terms maybe notified to You by making them available on the Platform).
“Affiliate” means, with respect to ZKV, any entity that is directly or indirectly Controlling, Controlled by or under common Control with ZKV.
“Blockchain” means a distributed ledger or database recording transactions in a Digital Asset.
“Business Day” means a day other than a Saturday or Sunday, on which banks are open for ordinary banking business in the United Kingdom.
“Category A Supported Network” means any Supported Network where the Network Protocol transfers the Network Rewards directly to You, and the Service Fees directly to ZKV.
“Category B Supported Network” means any Supported Network where the Network Protocol transfers the Network Rewards and the Service Fees directly to ZKV.
“Confidential Information” means any information or data that is disclosed by one party to the other or obtained or received by a party as a result of performing its obligations or exercising its rights under these Terms and that is designated by a party as being confidential, or which by its nature should be treated as confidential, including trade secrets and information of commercial value. For avoidance of doubt and without limiting the foregoing, Confidential Information of ZKV shall include all sourcecode and object code in and to the Services and Platform. Confidential Information shall exclude any information or data which: (i) is public knowledge or subsequently becomes public knowledge other than through a breach of these Terms; or (ii) is already known to the other party or in the other party’s possession at the time of disclosure or subsequently comes lawfully into the other party’s possession from a third party without restriction; or (iii) which is independently developed by a party without use of or reference to the Confidential Information of the other party.
“Control” (and “Controlling” and “Controlled” shall be construed accordingly) means the direct or indirect power to direct the management and policies of an entity or the composition of its board (or equivalent body), whether through the ownership of shares, by contract, or otherwise.
“Customer Data” means any data, inputs, information or material: (A) provided by or on behalf of You to ZKV Group in connection with the Services; or (B) uploaded to the Platform by (or on behalf of) You.
“Destructive Code” means any code or computer programme that has or will have the effect of disabling, harming or otherwise impeding in any manner the operation of systems (including any virus, Trojan horse, worm, backdoor, accidental code or API errors).
“Digital Asset” means any digital currency, cryptocurrency, decentralised application token, protocol token, smart contract, Blockchain-based asset, stablecoin, cryptoasset and other cryptofinance and digital assets and instruments.
“Digital Wallet” has the meaning set out in clause 2.3.
“Effective Date” means the earlier of the date on which You utilise the Services or delegate Digital Assets to the Platform.
“Export Restrictions” means all applicable sanctions, and export control Laws and regulations, of any jurisdiction.
“Force Majeure Event” has the meaning given to it in clause 10.
“Insolvency Event” means the occurrence of any of the following events in respect of a party: (A) it becomes unable or is deemed to be unable to pay its debts; (B) it proposes or makes any arrangement or composition with or assignment or moratorium for the benefit of its creditors generally or any class of creditors; (C) it passes a resolution or takes or is subject to any other step (including any court application or order) with a view to its winding up or dissolution (otherwise than for the purpose of solvent reconstruction or amalgamation), or the appointment in respect of it or any of its assets of a trustee, supervisor, administrative or other receiver, administrator, provisional liquidator, liquidator, including the appointment of a manager ad interim; (D) it suffers a third party taking possession over all or a part of its assets; or if any event, circumstance or procedure analogous to those in (A) to (D) above (as appropriate) occurs in any other jurisdiction.
“Intellectual Property Rights” means patents, trade marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how, processes, names of intermediaries and other customers, suppliers and third parties, and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition.
“ZKV Group” means ZKV and its Affiliates (and references to the “ZKV Group” shall refer to each of the members of the ZKV Group).
“Law” means any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction, including Export Restrictions.
“Losses” means all losses, liabilities, damages, costs, expenses (including reasonable legal fees) and charges arising from or in connection with: (A) any act or omission of a party under these Terms; and/or (B) any third party actions, proceedings, claims, allegations or demands.
“Network Participation” means exercising the rights or powers attached to any Digital Asset to participate in a Supported Network in accordance with the Network Protocol (which may include staking, validating, generating or approving blocks of transactions to be added to a particular Blockchain) to generate Network Rewards.
“Network Protocol” means the rules governing the inclusion of transactions in and the determination of the prevailing version of a Blockchain (or of a layer-2 protocol built on a Blockchain).
“Network Rewards” means any Digital Asset native to or recognised by the Supported Network that Your Digital Assets earn as a result of Your delegation of Digital Assets to the Platform.
“Network Rewards Percentage” means, in respect of each Supported Network, the percentage of the Network Rewards payable to ZKV as remuneration for the provision of the Services, as set out on the Platform or viewable directly on the relevant Blockchain or third-party staking platform.
“Platform” means the software solution made available by ZKV which enables users to delegate their Digital Assets, on a non-custodial basis to the ZKV, for the purpose of Network Participation.
“Sanctions” has the meaning set out in clause 5.2(B).
“Services” means the provision of the Platform to enable You to delegate your Digital Assets, on a non-custodial basis, to ZKV for the purpose of Network Participation.
“Service Fees” means the fees payable to ZKV for the Services, calculated in accordance with the Network Rewards Percentage.
“Supported Network” means any Network Protocol and/or Blockchain that is supported by the Platform, as determined by ZKV in its sole discretion from time-to-time.
“Terms” means these Non-Custodial Staking Terms, its schedules and any Additional Service Terms, as amended from time to time.
“Taxes” has the meaning set out in clause 6.5.