Last updated: August 23, 2023
THESE TERMS OF SERVICE (these “Terms”), is a legal and binding contract between ValidatorNode LLC, a Wyoming Limited Liability Company incorporated under the Wyoming Statues Title 17 Chapter 15, and with registered office address at 30 N Gould St., Suite 21635, Sheidan, Wyoming 82801, its successors and assigns (hereinafter “ValidatorNode”, “our”, “us” or “we”), and the party or parties (the “User”, or “you”) using the Services (as defined herein) available in the ValidatorNode Platform (as defined herein).
The information in these Terms does not constitute a recommendation by ValidatorNode, or any other person, to use the Services. The information in these Terms do not necessarily identify, or purport to identify, all the risk factors associated with using the Services. Users must make their own independent assessment, after making such investigations as they consider necessary, of the merits of using the Services. Users should consult and rely upon their accounting, legal and tax representatives and advisers in order to evaluate the economic, legal and tax consequences of using the Services.
Users must also investigate themselves as to the regulations within the countries of their nationality, residence, ordinary residence or domicile regarding the use of the Services, including, but not limited to, restrictions or regulations regarding buying, holding, trading or disposing of cryptographic coins/tokens or virtual currencies in general. ValidatorNode does not offer to use the Services in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.
In the event of any dispute between ValidatorNode and a User, such dispute shall be determined pursuant to the arbitration provision detailed in Article 17 “Submission to Arbitration” and Article 18 “Waiver of Class Action Rights and Class Wide Arbitration”.
ValidatorNode reserves the right, at its sole discretion, to modify or replace these Terms at any time, with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of the Services following any such modification constitutes your acceptance of these modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. ValidatorNode encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services and acquisition of Tokens.
1. DEFINITIONS; INTERPRETATION
- Applicable Law means all relevant or applicable statutes, laws (including any reporting and/or withholding tax requirements of any government), rules, regulations, directives, circulars, notices, guidelines and practice notes of any Governmental Authority of the United States.
- APIs means Application Programming Interfaces.
- Affiliated Entities includes, but is not limited to, any partnership, corporation, limited liability company, trust, or other entity or association, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, ValidatorNode. The term “control” as used in the immediately preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than 25% of the voting rights attributable to the controlled corporation or limited liability company, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity.
- ValidatorNode means ValidatorNode LLC, a Wyoming Limited Liability Company incorporated under the Wyoming Statutes, its successors and assigns.
- ValidatorNode Parties means ValidatorNode, the Affiliated Entities and their parent companies, subsidiaries, affiliates, agents, representatives, predecessors, advisors, and the successors and assigns of each of the foregoing.
- ValidatorNode Platform or “Platform” means the software applications within the ValidatorNode Platform available at the Website from time to time.
- Content means any data or information or documents or images on the Website, the Platform and its related sites and mobile applications, data available through any APIs, and any information, documents or images on ValidatorNode accounts in any third-party social media platforms, including but not limited to Twitter, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit.
- Delegate or Delegated means exercising Voting Rights and Validation Rights associated with a Supported Network’s Virtual Assets held by the User through the Nodes owned, operated and maintained by ValidatorNode.
- Delegator means any person or entity using the Services. Collectively, such persons or entities shall be referred to as the “Delegators.”
- Intellectual Property Rights shall include, but not limited to, any registered or unregistered patents, database rights, data protection rights, trademarks, trade secrets, trade names, corporate names, service marks, tag lines and descriptors, domain names, design, structure, layouts, graphical images, typography, color palettes, and copyrightable works, including but not limited to software applications, underlying source code, stationery, signage, promotional items, advertising and marketing materials, press releases, photographs, forms, and electronic media.
- Net Rewards means Rewards minus any Penalties.
- Penalties means any penalty or reduction of Rewards applied by the Supported Network.
- Proof-of-Stake Network means a blockchain ledger in which transactions in Virtual Assets are recorded as a result of the activities of a distributed, peer-to-peer network of software clients (Nodes) that reach a Proof-of-Stake consensus.
- Prohibited Jurisdiction means (i) the People’s Republic of China, Afghanistan, Belarus, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D'Ivoire, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), Kherson Oblast (a region of Ukraine), Zaporizhzhia Oblast (a region of Ukraine), Cuba, El Salvador, Eswatini, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Mali, Moldova, Myanmar, Niger, North Korea, Palestinian Territory, South Sudan, Sudan, Syria, Venezuela, Yemen, Zambia, Zimbabwe; (ii) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the United Nations, the United Kingdom, the European Union and/or Switzerland; (iii) a jurisdiction where it would be illegal according to local law or regulation for you to purchase Tokens; or (iv) where the distribution and sale of virtual assets or Tokens is prohibited or contrary to local law or regulation, or could subject the Company Parties to any local registration, regulatory or licensing requirements.
- Rewards means Virtual Assets that are either newly minted as an increase of the total supply of a Supported Network or as a result of the transaction fees from the transactions validated by exercising Validation Rights.
- Services means the Website, the Platform, and services available in the Platform as described in Section 2 of these Terms, and any other services and applications available in the ValidatorNode Platform from time to time.
- Staking or to Stake means to Delegate Virtual Assets to ValidatorNode to exercise Token Rights.
- Staking as a Service or SaaS means to Delegate Virtual Assets to ValidatorNode to exercise Token Rights on the ValidatorNode Supported Networks.
- Supported Network means a Proof-of-Stake Network on which ValidatorNode may exercise Token Rights delegated to it by the User.
- Supported Network Protocol means the rules by which the Supported Network operates including but not limited to the process for Staking, the quantity and timing of Rewards, and the conditions under which Penalties are imposed.
- Token Rights mean Validation Rights and Voting Rights.
- User Content shall mean any content, feedback, suggestions, ideas, or other information or materials about ValidatorNode, or the Platform or the Services, that you provide to ValidatorNode through the Website, the Services, or any other means including but not limited to blogs, message boards, forums and APIs (whether or not submitted through a third party).
- U.S. Person means a citizen or resident of the United States, a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in the United States or any political subdivision thereof, an estate the income of which is subject to United States federal income taxation regardless of its source, a partnership or limited liability company or other entity created or organized in or under the laws of the United States, a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust or (ii) the trust properly elected to be treated as a US Person, or any person falling within the definition of the term “United States Person” under the 1933 Act or under any other applicable rules or regulations.
- United States means the United States of America (including the States and District of Columbia) and any of its territories, possessions and other areas subject to its jurisdiction.
- User means any person or entity using the Services. Collectively, such persons or entities shall be referred to as the “Users.”
- Voting Rights means the ability to vote for delegators of Virtual Assets of a specific Supported Network upon proposals related to the operation and governance of such Supported Network.
- Validation Rights mean a limited license on the Supported Network for the holder of native Virtual Assets of such Supported Network to validate and propose the addition of blocks to the Supported Network.
- Virtual Assets means encrypted currencies or digital assets or digital tokens or virtual currencies or cryptocurrencies which are based on distributed ledger technology and can be digitally Delegated, which are owned by a User and Delegated in connection with the Platform.
- Website means https://validatornode.com , any API located at https://validatornode.com and any direct subdomain of https://validatornode.com, and any content or software application made available through https://validatornode.com, and all downloadable materials.
1.2. Interpretation; Translations
In these Terms, unless the context otherwise requires:
- words importing the singular include the plural and vice versa;
- words which are gender neutral or gender specific include each gender;
- other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
- an expression importing a natural person includes a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
- a reference to “includes” means to include without limitation;
- a reference to a law is a reference to such law as amended, consolidated or replaced;
- a reference to a document includes all amendments or supplements to such document, or replacements or innovations of it;
- a reference to an entity in these Terms includes that entity's successors and permitted assigns;
- all references to currencies or Virtual Assets shall include any successor currency or Virtual Asset, as the case may be; and
- all references to dates are to dates of the Gregorian calendar.
No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this document or any part of it.
The titles, subtitles and headings used herein are provided for convenience only and should not be considered in construing or interpreting the Terms.
These Terms and related documents may be translated. Any translation is for reference purposes only and is not certified by any person. Only the English language version of the Terms and its related documents have legal effect and shall prevail to the extent of any inconsistency.
2.1. Non-Custodial Wallet
The Platform contains a user interface for interacting directly with the blockchain, third-party software applications, and third-party decentralized protocol. Subject to these Terms, Users may use the Platform to create and operate a Non-Custodial Wallet. When using the Non-Custodial Wallet created by the User through the Platform, ValidatorNode does not receive, transfer or hold Virtual Assets on behalf of Users and does not directly or indirectly facilitate the clearance or settlement of any transactions made through the Non-Custodial Wallet.
Users should ensure the private keys and seed phrases relating to the Non-Custodial Wallet are stored securely. ValidatorNode shall not be liable for any loss or theft related to the Virtual Assets received, held or otherwise transferred through the User's Non-Custodial Wallet, regardless of the reason for such loss or theft.
2.2. Validator Services
2.2.1. Subject to these Terms and the specific Supported Network Protocol, Users may use the Platform to Stake Virtual Assets to receive Net Rewards and exercise Voting Rights in a specific Supported Network, in accordance with the Supported Network Protocol.
2.2.2. The timing and rate of Rewards is programmed in Supported Network Protocol. ValidatorNode does not own and has no control or discretion over the Supported Network Protocol, and therefore, has no control over the rate of Rewards that may be received through the Validator Services in a Supported Network. Furthermore, Supported Network Protocols may impose Penalties to ValidatorNode which may include the inability to receive Rewards, and/or to exercise Voting Rights at any time. The User agrees and understands that ValidatorNode does not guarantee that the Users will receive Net Rewards, and/or the the specific amount of Net Rewards and/or that Users will be able to exercise their Voting Rights associated to the Virtual Assets of a Specific Network, through the Validator Services,. The User acknowledges, agrees and understands that ValidatorNode shall not be held responsible for delivering a specific rate of Rewards to Users, and shall not be held responsible for losses, liabilities, damages, reductions in value of the Delegated Virtual Assets or the Rewards.
2.2.3. Users may withdraw Virtual Assets from the Validator Services. However, Virtual Assets withdrawn by User may be subject to unbonding periods and other restrictions established by the relevant Supported Network Protocol. Therefore, Delegated Virtual Assets and Net Rewards may not be available to Users during such unbonding periods. Therefore, ValidatorNode shall not be responsible for any losses, liabilities, damages, reductions in value or the inability to withdraw Delegated Virtual Assets or Net Rewards incurred by User in connection with the events described in this Section.
2.2.4. The Parties acknowledge that, subject to the Supported Network Protocol, the performance of the Validator Services will result in the transfer of Net Rewards by the Supported Network as follows:
- to User by transferring Net Rewards to the wallet address from which User Delegated the Virtual Assets to ValidatorNode in accordance with these Terms;
- to ValidatorNode as a Service Fee in accordance with the schedule of fees of ValidatorNode for the Validator Services in the relevant Supported Network;
- the Net Rewards may be of the same denomination as the Virtual Assets that User has Delegated to ValidatorNode in accordance with these Terms.
2.2.5. User acknowledges that the transfer of Net Rewards by the Supported Network is not guaranteed, User may not receive the Rewards, and that ValidatorNode is in no way responsible for any failure by the Supported Network to transfer Net Rewards to User or the loss, destruction or transfer of Net Rewards to the incorrect User’s Virtual Asset wallet address.
2.2.6. The Parties acknowledge and agree that the Supported Network protocols may change, and airdrops or forks may arise, in each case outside of the control of ValidatorNode, and therefore:
- ValidatorNode may respond to protocol changes, airdrops or forks in any way that ValidatorNode deems appropriate in its sole discretion, acting reasonably;
- the exercise by ValidatorNode of any rights or powers available to it as a the owner and operator of a Node on the Supported Network does not constitute a breach or violation of any obligations of ValidatorNode to User in accordance with these Terms;and
- ValidatorNode is not responsible for any losses, liabilities, damages, or reductions in value in respect of the Virtual Assets or otherwise suffered by User in connection with protocol changes, airdrops or forks.
2.2.7. The User is responsible for maintaining the security of their Virtual Asset Wallets, private keys and accounts at all times. ValidatorNode will never ask for private keys in any circumstance, will not hold such private keys and will not act as a custodian of the User’s Virtual Assets.
2.3. Access to and Integration of Third-Party Applications
The Platform contains a user interface that connects Users to, and allows Users to access, third-party software applications developed and operated by persons that are not affiliated or otherwise related to ValidatorNode (“Third-Party Software Applications”), including but not limited to software applications for buying, selling and trading Virtual Assets, staking Virtual Assets to receive rewards, and/or voting in decentralized autonomous organizations.
ValidatorNode does not provide, develop, own, operate and has no control over the Third-Party Software Applications and therefore, ValidatorNode has no control over the transactions conducted through such Third-Party Software Applications. The use of Third-Party Software Applications may be subject to the terms and conditions imposed by the persons operating such Third-Party Software Applications. The User acknowledges and agrees that ValidatorNode shall not be responsible for the availability and/or performance of such Third-Party Applications and shall not be responsible or liable for any disputes, losses, liabilities, damages or other consequences arising from the use of Third-Party Applications.
2.4. Transaction Reports
The Platform allows Users to export reports and data related to their transactions and interaction with the blockchain using the interfaces available in the Platform (“Transaction Reports”). ValidatorNode does not make any representation and/or warranty with respect to the accuracy of the data shown in such reports. The User acknowledges, understands and agrees that Transaction Report shall not be treated as a valuation of their Virtual Asset Wallers or Transactions, and the Transaction Reports should not be relied on. ValidatorNode uses commercially reasonable efforts to ensure that the information contained in the Transaction Reports and that they are accurate and reliable; however, errors may occur from time to time. It is the User’s sole responsibility to review his or her Transaction Reports, and verify the accuracy of such Transaction Reports. The User acknowledges, understands and agrees that ValidatorNode shall not be held liable as a result of inaccurate or incomplete data shown in the Transactions Reports, and/or arising from the reliance on such Transaction Reports.
3. NO REPRESENTATIONS AND WARRANTIES; DISCLAIMER
Your access or use of the Services is at your sole risk, and you are solely responsible for any losses, damages or costs resulting from using or accessing the Services. The Services do not constitute investment advice or any marketing, or promotion or offer of any product or investment to you or any third party. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. ValidatorNode shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages. Without limiting the foregoing, ValidatorNode does not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components. By accessing and/or using our Services, you agree that ValidatorNode shall not have any liability, contingent or otherwise, to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between ValidatorNode and you, regardless of cause.
VALIDATORNODE MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES ARE APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING THE SERVICES WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. VALIDATORNODE IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU OF USING THE SERVICES.
Users shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Rewards or Net Rewards obtained by the use of Services.
Neither ValidatorNode nor any of its Affiliated Entities shall provide any advice or guidance with respect to the tax obligations of the User. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into these Terms and the receipt of any Rewards.
Further, the ValidatorNode Parties hereby expressly disclaims responsibility for, and shall in no case be liable for any damage, loss, penalty, cost or expense, whether direct, indirect, incidental, consequential, special, punitive, exemplary or economic (and whether or not caused by negligence) which arises in tort, contract or otherwise, to the fullest extent allowed by applicable law, to any person or entity in connection with:
- any person's use of the Services in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction;
- any person's use of the Services in violation of or contravention to any representation, warranty, obligation, covenant or other provision of these Terms
- the exercise of any right by ValidatorNode under these Terms;
- unauthorized data interception, interruption, transmission blackout, or delays (due to data volume, server error or otherwise) during the provision of the Services;
- a delay in development of the Platform, a failure to meet any anticipated milestones for the the Platform, or a failure to timely disclose any information relating to the development of the Platform;
- any error, bug, flaw, defect or otherwise of the source code of the Platform or in related code;
- any malfunction, breakdown, collapse, or delay caused by the blockchain or by software of the Website, Platform or Services;
- any loss of Virtual Assets due a failure to safeguard a Virtual Asset wallet, including the loss, destruction, theft or accidental disclosure of the private keys, or not utilizing proper type or kind of Virtual Asset wallet;
- any default, breach, infringement, breakdown, collapse, service suspension or interruption, fraud, mishandling, misconduct, malpractice, negligence, bankruptcy, insolvency, dissolution or winding-up of any developer, or operator of a Third-Party Software Application;
- the Services being classified or treated by any government, quasi-government, authority or public body as a regulated activity.
4. SECURITY OF YOUR VIRTUAL ASSET WALLET, INCLUDING THE NON-CUSTODIAL WALLET
You are exclusively responsible for maintaining the confidentiality and security of your Virtual Asset wallet, including the Non-Custodial Wallet offered by ValidatorNode, or devices you use to access the Services, and for ensuring that no unauthorized person has access to your Virtual Asset Wallet,including the Non-Custodial Wallet offered by ValidatorNode, or devices you use to access the Services , or any device that you utilize in connection with the Services. ValidatorNode shall not be liable for any loss or damage arising from your failure to protect your Non-Custodial Wallet, other Virtual Asset Wallets, or devices used to access the Services.
5. OTHER TERMS AND CONDITIONS
- ValidatorNode reserves the right to require Users to complete the identification process in line with relevant Know Your Customer, Anti-money Laundering, and Combating the Financing of Terrorism regulations.
6. GENERAL USE, PROHIBITED USE AND TERMINATION
6.1. Limited License.
ValidatorNode grants you a revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services through your Internet compatible devices for your personal/internal purposes subject to these Terms, to access and use the Website and the Services solely for approved purposes as permitted by ValidatorNode from time to time. You hereby agree that when you use the Services, ValidatorNode does not transfer the Services or any Intellectual Property Rights to you.
6.2. Accuracy of the Website, the Platform, and Related Media
Although we intend to provide accurate and timely information, the Content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our terms, policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website, the Platform or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third parties) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any unaffiliated third-party materials or on any unaffiliated third party sites accessible or linked to the Website or the Services.
6.3. Third-Party Access
If you grant express permission to a third party to access to your account of the Platform and/or Non-Custodial Wallet, you acknowledge that granting permission to an third party to take specific actions on your behalf does not relieve you of any of your responsibilities under the Terms. You are fully responsible for all acts or omissions of any third party with access to your account and/or Non-Custodial Wallet. Further, you acknowledge and agree that you will not hold ValidatorNode responsible for, and will indemnify ValidatorNode from, any liability arising out of or related to any act or omission of any third party with access to your account and/or Non-Custodial wallet.
6.4. Prohibited Use
In connection with your use of the Services, and your interactions with other users, and any third parties, you agree and represent you will not engage in any Prohibited Activities. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account if we determine, in our sole discretion, that your use of the Services is associated with a Prohibited Activity.
A “Prohibited Activity” includes but is not limited to:
- use the Services for resale or commercial purposes, including transactions on behalf of other persons or entities;
- violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your access and/or use of the Services;
- engage in any money laundering, terrorism financing or fraudulent activity;
- infringe upon our Intellectual Property Rights or any third party’s copyright, patent, trademark, or other intellectual property rights;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
- transmit or upload any material to the Website, or the Platform, that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- attempt to gain unauthorized access to or use of the Website, the Platform, the APIs, other User accounts, or computer systems connected to the Services;
- use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of the Website, the Platform or the Services;
- probe, scan or test the vulnerabilities of the Website, the Platform or the Services or any network connected to the properties, or violate any security or authentication measures on the Website, the Platform or the Services;
- provide false, inaccurate, incomplete or misleading information;
- distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
- use a web crawler or similar technique to access our Services or to extract data;
- reverse engineer or disassemble any aspect of the Website, APIs, the Platform or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
- perform any unauthorized vulnerability, penetration or similar testing on the API;
- attempt to gain unauthorized access to or use of the Website, other User accounts, computer systems, or networks connected to the Website, through password mining or any other means;
- transfer any rights granted to you under these Terms; or
- engage in any behavior which violates the Terms or is otherwise deemed unacceptable by us in our sole discretion.
6.5.Termination, and Cancellation
We may suspend, restrict, or terminate your access to any or all of the Services, and/or deactivate or cancel your use of the Services if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using the Services in connection with a Prohibited Activity; (iii) use of the Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your use of the Services; (iv) you take any action that ValidatorNode deems as breaching the Terms.
If ValidatorNode suspends, freezes, restricts or terminates your access and/or use of the Services for any reason, we may provide you with notice of our actions unless a court order or other legal process prohibits ValidatorNode from providing you with such notice. You acknowledge that ValidatorNode’s decision to take certain actions, including limiting or restricting access to the Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that ValidatorNode is under no obligation to disclose the details of its risk management and security procedures to you.
You acknowledge, understand and agree that ValidatorNode has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant laws and regulations without your consent or prior notice.
6.6. Relationship of the Parties
Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause you and ValidatorNode to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or ValidatorNode to be treated as the agent of the other.
7. INTELLECTUAL PROPERTY
7.1. All rights reserved
All Intellectual Property Rights relating to the Website, the Platform, the Content, the User Content, and the Services are the property of ValidatorNode. You acknowledge that all Intellectual Property Rights of ValidatorNode in the Website, the Platform, the Content, the User Content, and the Services shall remain the property of ValidatorNode.
7.2. No right to use
You are not granted any right to use, and may not use, any of Intellectual Property Rights of ValidatorNode other than as set out in these Terms and subject to the following:
- you may only view and use the Services, the Website, the Platform, the Content or the User Content for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the use the Services, the Website, the Platform, the Content or the User Content in any way for non-personal, public or commercial use without the prior written consent of ValidatorNode;
- you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Website, the Platform, the Content, the User Content, and the Services;
- you may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content or the User Content;
- except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission;
- in the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made; and
- you may not use any data mining, robots or similar data-gathering or extraction methods.
7.3. User Content
By submitting any User Content you warrant that you are entitled to, and have all necessary Intellectual Property Rights of the User Content submitted. We reserve the right to disclose your identity to any third party who claims that any of your User Content constitutes a violation of their Intellectual Property Rights or of their right to privacy. You hereby transfer all rights, ownership and interests of your User Content and all related intellectual property rights to ValidatorNode. You have no right and hereby waive any request for acknowledgment or compensation based on any User Content, or any modifications based on any User Content.
8. SERVICE FEES
8.1. Service Fees
Service Fees and commissions arising out of ValidatorNode providing Services are set forth on each Supported Network, you agree to pay all applicable non-refundable fees. We may, at our discretion, update the fees at any time.
9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE USER
By accessing and/or using the Website, the Platform and/or the Services, you represent and warrant that:
- you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms;
- if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you have all necessary rights and authority to bind such legal entity, and (i) you are legally permitted to use the Services in your jurisdiction, and (ii) you are legally permitted to own cryptocurrencies in your jurisdiction;
- you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that ValidatorNode is not liable for your compliance with such laws;
- your use of the Services does not constitute a breach of the laws of your jurisdiction;
- you understand the inherent risks associated with Virtual Assets;
- you have a working understanding of the usage of Virtual Assets, smart contract based tokens, and blockchain-based software system;
- you have an understanding and experience in staking, accounts, keys, and details of the relevant Supported Networks and Supported Network Protocols;
- you have conducted an investigation of the Supported Network and understand the rules of the relevant Supported Network Protocol, and other matters considered in these Terms in order to determine whether to use the Services
- you will not carry out any activity that (i) involves proceeds from any illegal or unlawful activity (including money laundering or terrorism financing); or (ii) violates, or could violate, any applicable law;
- you will not use, or misuse, the Services, the Website or the Platform in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website or Platform;
- you will not transmit or input into the Platform any files that may damage any other person’s computing devices or software; content that may be offensive; or material or data in violation of any law;
- you are the legal owner (or an authorized agent of the legal owner) of the Virtual Assets you use in connection with the Services, and that these funds are derived from a legitimate source;
- you will not use any method or services to mask your internet protocol address or your internet traffic or current location or real internet connection, including but not limited to virtual private networks, proxy servers, Tor browser;
- you are not a national and/or resident of a Prohibited Jurisdiction;
- you are not by reason of your nationality, domicile, citizenship, residence or otherwise subject to the laws of a Prohibited Jurisdiction;
- you are are not, and have not been involved in a transaction with a person who is, on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. ValidatorNode maintains the right to restrict or deny the provision of Services in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion.
10. ANTI-MONEY LAUNDERING, ECONOMIC SANCTIONS, ANTI-BRIBERY AND ANTI-BOYCOTT REPRESENTATIONS
- Neither the User, nor any of its affiliates or direct or indirect beneficial owners, (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) or any other sanctions or embargoes list from any jurisdiction, nor are they otherwise a party with which ValidatorNode Parties are prohibited to deal under the law, (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities, or (iii) unless otherwise disclosed in writing to ValidatorNode prior to the User’s use of the Services, is a senior foreign political figure,(2) or any immediate family member(3) or close associate(4) of a senior foreign political figure as those terms are defined in the footnotes below.
- The User represents, warrants and agrees that no payment or other transfer of value to ValidatorNode and no payment or other transfer of value to the User shall cause the ValidatorNode Parties to be in violation of applicable laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations of any jurisdiction.
- The User represents, warrants and agrees that no payment or other transfer of value to ValidatorNode is or will be derived from a Prohibited Jurisdiction.
- The User represents, warrants and agrees that all payments or other transfer of value to ValidatorNode by the User will be made through an account (or virtual currency public address whose associated balance, either directly or indirectly, has been funded by such an account) located in a jurisdiction that is not subject to international sanctions or embargoes.
11. ValidatorNode’S RIGHTS
- ValidatorNode reserves the right to revise and amend these Terms at its absolute discretion at any point of time, and such revision or amendment shall be binding for all Users without exception;
- ValidatorNode reserves the right to reject any User at its absolute discretion at any point for the provision of Services;
- ValidatorNode reserves the right to waive or not enforce one or more provisions of these Terms as to any User;
- ValidatorNode reserves the right to provide services at different Services Fees, and other terms and conditions, as it may determine in its absolute discretion.
To the fullest extent permitted by Applicable Law, you agree to indemnify, defend and hold harmless ValidatorNode, the Affiliated Entities and the ValidatorNode Parties from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to: (1) your responsibilities or obligations under these Terms, or (2) your violation of any of the provisions in these Terms.
The ValidatorNode Parties reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
13. LIMITATION OF LIABILITY; RELEASE
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALIDATORNODE OR ANY OF THE OTHER VALIDATORNODE PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS, OR DAMAGES FOR BUSINESS INTERRUPTION ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS OR USE OF THE SERVICES, PLATFORM OR WEBSITE OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION HEREIN, OR FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
EACH USER AGREES THAT THEY WILL NOT COMMENCE, OR ATTEMPT OR THREATEN TO COMMENCE, ANY PROCEEDINGS, ACTION OR CLAIM (INCLUDING ANY CLAIM FOR COMPENSATION OR COSTS) AGAINST VALIDATORNODE OR ANY OF THE VALIDATORNODE PARTIES IN ANY JURISDICTION FOR THE RECOVERY OF ANY LOSS, DAMAGE, COST OR EXPENSE, OR IN RELATION TO ANY LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES, THE WEBSITE OR THE PLATFORM.
14. NO WAIVER
From time to time, ValidatorNode may fail to require or strictly enforce compliance with relation to any provision in these Terms. ValidatorNode may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of ValidatorNode's right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by ValidatorNode of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
If any portion of these Terms is held to be illegal, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion shall be severed, and such illegality, unenforceability or invalidity shall not affect the legality, enforceability or validity of the rest of these Terms in that jurisdiction, nor the legality, enforceability or validity of these Terms in any other jurisdiction.
16. GOVERNING LAW AND JURISDICTION
These Terms are governed by the laws of the state of Wyoming and the United States. Any present or future law which operates to vary the obligations of the ValidatorNode Parties in connection with these Terms with the result that ValidatorNode’s or ValidatorNode Parties’ rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Section 17 below. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of Wyoming and the United States.
17. SUBMISSION TO ARBITRATION
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms and any terms announced on the Website (including with respect of their validity, existence, or termination), any action or transaction under or contemplated by these Terms, including the use of the Website, Platform, and/or Services, (any “Dispute”) that is not settled by you and ValidatorNode within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration.
Notwithstanding any other provision of these Terms, you agree that ValidatorNode has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
To the fullest extent permitted by law, you irrevocably and unconditionally waive, with respect to yourself and any of your revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from: suit; jurisdiction of any court; relief by way of injunction or order for specific performance or recovery of property; attachment of assets (whether before or after judgment); and execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction 17(and you irrevocably agree, to the fullest extent permitted by applicable law, that you will not claim any immunity in any such proceedings).
18. WAIVER OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION
You agree that any Dispute is personal to you and ValidatorNode and will not be brought as a representative action, class action, or any other type of representative proceeding in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
19. FURTHER STEPS
Each User agrees to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed), which ValidatorNode asks and considers necessary to:
- 1. bind the User and any other person intended to be bound in connection with any provision in these Terms;
- 2. confirm whether the User is complying with applicable law and these Terms;
- 3. comply with its legal, regulatory and governance requirements.
20. NO THIRD PARTY BENEFICIARIES
These Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.