NON-CUSTODIAL STAKING TERMS AND CONDITIONS
Version: 1.2 (October 2024)
1. CONTRACT TERMS
1.1 These Terms set out the terms on which Validation Labs Limited, a part of the ZKV Group (“ZKV”), operates validator node infrastructure to support network participation by you (“You” or “Your”). Validation Labs Limited and Zero Knowledge Validation Limited are collectively referred to as the “ZKV Group,” but only Validation Labs Limited engages directly with You.
1.2 By delegating to the validator node infrastructure operated by ZKV through a third-party website or directly on the blockchain, You agree to be bound by these Terms, forming a legally binding agreement between You and Validation Labs Limited effective on the Effective Date.
1.3 If You do not agree with these Terms, do not delegate to the validator infrastructure or cease using the infrastructure.
2. OPERATION OF VALIDATOR NODE INFRASTRUCTURE
2.1 Standards of Operation. ZKV will use commercially reasonable efforts to maintain and operate the validator node infrastructure. ZKV may use its affiliates, sub-contractors, or other third-party vendors for this purpose.
2.2 Right to Modify Infrastructure. ZKV reserves the right to modify or discontinue support for any network protocol or validator operation at its sole discretion. ZKV will provide as much notice as reasonably practicable regarding such changes.
2.3 Digital Wallets. You acknowledge and agree that delegation to the validator node infrastructure is non-custodial and at no time will the ZKV Group provide custody services in respect of Your Digital Assets. Accordingly You must custody Your Digital Assets within Your own infrastructure, or utilize a managed custody software solution which is compatible with the relevant Network Protocol (each a “Digital Wallet”).
2.4 Liability for Wallets and Tools. ZKV shall not be liable for the operation of any digital wallet or third-party website used for delegation. Integration with third-party services does not constitute an endorsement or recommendation.
2.5 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 2.5.
3. YOUR OBLIGATIONS
3.1 You shall ensure compliance with applicable laws and protocols for any network or blockchain where ZKV operates nodes. You are responsible for managing your digital assets independently.
3.2 Regulatory Information. You shall provide all information requested by ZKV to enable the ZKV Group to comply with: (A) any regulatory obligations imposed by applicable Law; and (B) its internal policies and procedures applicable to the operation of the validator infrastructure. You warrant that all information you provide to the ZKV Group shall be true and accurate, and agree that ZKV may withhold or suspend operations if necessary to ensure compliance.
4. WARRANTIES AND REPRESENTATIONS
4.1 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.
4.2 Your Warranties and Representations. You warrant and represent that:
(A) You will delegate and manage digital assets in compliance with: (i) these 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;
(B) You are not the subject or target of national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including those imposed, administered or enforced from time to time by the U.S. government, or any other governmental entity imposing economic sanctions and trade embargoes (collectively, “Sanctions”);
(C) all information provided by or on behalf of You to the ZKV Group in connection with these Terms is true and accurate in all respects, and where such information becomes misleading or false at a later date, You will promptly update such information and notify ZKV in writing;
(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;
5. NETWORK REWARDS
5.1 Category A Networks. In respect of any Category A Supported Network, rewards are transferred directly to You by the network protocol.
5.2 Category B Networks. In respect of any Category B Supported Network, the network protocol transfers rewards directly to ZKV, and ZKV periodically transfers these rewards to Your digital wallet as specified by the network protocol.
5.3 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.
5.4 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 Your delegation; 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.
6. LIABILITY
6.1 Indemnity. You agree to indemnify the ZKV Group against all Losses arising from: (A) any breach by You of these Terms; and/or (B) any claim brought by a third party against ZKV related to Your delegation activities, including negligence or willful misconduct.
6.2 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.
6.3 Exclusion of Losses. Subject to clause 6.2, ZKV excludes all liability for losses arising out of or in connection with these Terms, including but not limited to indirect or consequential losses.
6.4 Limitation of Liability. In no event shall ZKV’s total aggregate liability under these Terms exceed an amount equal to the rewards earned by ZKV in respect of your delegation in the six (6) months preceding the first event giving rise to liability.
7. TERM AND TERMINATION
7.1 Term. These Terms are effective from the Effective Date and shall continue as long as you delegate to ZKV’s infrastructure unless terminated earlier in accordance with this clause or by operation of Law.
7.2 Termination and Suspension. ZKV may terminate these Terms or suspend operations immediately and without notice.
7.3 Unbonding. You agree that termination of these Terms and cessation of the delegation 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.
7.5 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 6 (Liability), 8 (Confidentiality), 10 (General Provisions) and 11 (Interpretation and Definitions).
8. CONFIDENTIALITY
8.1 Subject to clause 8.2, 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.
8.2 ZKV may disclose Your Confidential Information to its third party providers, professional advisers, employees, agents, contractors, sub-contractors and Affiliates.
9. FORCE MAJEURE
9.1 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”).
10. GENERAL PROVISIONS
10.1 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.
10.2 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.
10.3 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 website. Once the updated terms and conditions are in effect, Your continued delegation to ZKV’s node infrastructure 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 delegating.
10.4 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.
10.5 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.
10.6 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.
10.7 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 10.3, any change or amendments to these Terms must be agreed in writing by an authorised representative of both parties.
10.8 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]
10.9 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.
11. INTERPRETATION AND DEFINITIONS
11.1 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.
11.2 The following definitions apply to these Terms:
- “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.
- “Category B Supported Network” means any Supported Network where the Network Protocol transfers the Network Rewards 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.. 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
- “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 delegate Digital Assets to ZKV.
- “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 ZKV.
- “Sanctions” has the meaning set out in clause 5.2(B).
- “Supported Network” means any Network Protocol and/or Blockchain that is operated by ZKV, 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 5.4.