TERMS OF SERVICE

TERMS OF SERVICE StakeUp LLC (“StakeUp”, the “Company,” “Us,” “Our” or “We”), by and through https://stakeup.io (the “Site”), operates, hosts and monitors validation nodes for a variety of cryptocurrencies (as defined below, the “Services”). StakeUp provides Services pursuant to, and in accordance with, the following terms and conditions (this “Agreement” or “Terms of Use”). Accessing, browsing or viewing the Site, including, but not limited to, registering for an account, submitting any information to Us, or utilizing any of the Services as provided and offered by StakeUp, you hereby consent and agree to be bound by these Terms of Use, as contained herein. You (“Client”) agree to be bound by these Terms of Use and all other operating rules, policies and procedures that may be published by Us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by Us from time to time without notice to you. Your use of the Site is governed by the version of these Terms of Use in effect on the date of use.

  1. Definitions “Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically. “Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds. “Client Data” means all data, files and information that Client provides to StakeUp in the course of using the Services. “Client Funds” means the Cryptocurrency funds held by Client. “Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable. “Staking Service” means the StakeUp Service that runs Staking Nodes for Supported Protocols and allows Cryptocurrency token holders to Stake their Cryptocurrency holdings in exchange for a percentage of the Net Revenue generated from Staking. “Slashing Penalty” means any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect or malicious performance. “Staking”, “Staked”, or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node. “Staking Nodes” means the collection of server hardware and software required to maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks. Staking Nodes may also referred to in the industry as Validator Nodes. “Staking Node Services” or the “Services” means the Staking Service. “Staking Rewards” means all Cryptocurrency tokens generated the Cryptocurrency as a reward for both the Client’s Staking and the Staking Service’s successful operation of Staking Nodes, including, but not limited to, block rewards, network emissions, endorser rewards, transaction fees and any other direct payments as a result of operating a Staking Node. “Staking Fees” means cryptocurrency that is provided to the the Staking Service by a Cryptocurrency as part of Staking Rewards. With most Cryptocurrencies, this is usually automatically taken as a fee out of the Client’s portion of Staking Rewards and sent directly to the Staking Service’s wallet. “Supported Protocol” means a Cryptocurrency for which StakeUp operates Staking Nodes and accepts Client Funds to be Staked to it’s Staking Service. “Unstaking Period” means the Cryptocurrency imposed waiting period, during which the Client Funds may not be fully withdrawn or sold.
  2. STAKEUP RESPONSIBILITIES a. Staking Node Services. During the Term, StakeUp will provide the Staking Node Services to Client in accordance with the service level terms set forth below. b. Server Procurement, Setup & Maintenance. StakeUp will determine, in its sole discretion, the network and server requirements to reliably operate Staking Nodes. StakeUp is responsible for all costs associated with procuring, installing and operating the Staking Nodes. StakeUp will take reasonable precautions to ensure availability of the Services, including, but not limited to, backups of critical data, application of security updates, and monitoring. *************************d. Reporting: StakeUp will provide regular reports through our dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue.
  3. CLIENT RESPONSIBILITIES a. Stake Delegation. Client will have the sole right to determine the amount of Client Funds which will be StakeUp pursuant to this Agreement. b. Agreement of Staking Fees. Client recognizes and agrees that StakeUp will receive Staking Fees as part of it’s operation of the Staking Service. Fees will be listed publicly on https://stakeup.io. Client agrees that fees are subject to change, given 30 days notice via the website. c. Withdrawals. Client acknowledges and agrees that Client Funds which have been staked may not be withdrawn prior to the conclusion of the Unstaking Period, as set by each cryptocurrency network. d. Taxes: Client shall be responsible for payment of all applicable taxes, if any, which may apply to Client from based on staking activities; StakeUp makes no representations in this regard. Client agrees to indemnify and hold StakeUp harmless against any taxes, including penalties, duties and interest levied by any government on the interest earned through staking activities.
  4. LICENSE GRANT; RESTRICTIONS a. Proprietary Rights. Client acknowledges and agrees that this license conveys no title or ownership rights to the StakeUp Services. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by StakeUp. StakeUp retains all right, title and interest in and to the StakeUp Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof. b. Restrictions. Client will not, and will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the StakeUp Services, or access the Services in order to build a similar or competitive product or service. Client will not, and will not permit any of its End Users or other third party to use any device, software or routine to interfere with the proper function of the Services. The StakeUp Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.
  5. CONFIDENTIALITY The parties acknowledge that the terms of this Agreement and/or Agreements made between the parties will be confidential. The parties further acknowledge that, in the course of performing duties under this Agreement, each party may obtain from the other party data or information of a confidential or proprietary nature, including know-how and trade secrets, relating to the business, the affairs, the development projects, or current or future products or services of such party (“Confidential Information”). Data or information will be considered Confidential Information if: (a) a party has marked it as such; (b) a party, orally or in writing, has advised the other party of its confidential or proprietary nature, or (c) due to its character and nature, a reasonable person under like circumstances would treat it as confidential. Neither party will either (i) publish, disclose or otherwise divulge any of the other party’s Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of the other party’s Confidential Information without the express prior written consent of the other party. The receiving party will protect the disclosing party’s Confidential Information with the same degree of care that the receiving party protects its own information of a similar nature, but in no event less than reasonable care. Neither party will use the other party’s Confidential Information except in the course of performing its duties under this Agreement. The foregoing obligations will not apply to any Confidential Information that (1) is already known to the receiving party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with laws, statutes, regulations, orders, and other governmental rules. Additionally, neither party will be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of confidentiality described above will expire three years after the expiration or termination of this Agreement.
  6. REPRESENTATIONS & WARRANTIES a. Representations and Warranties by StakeUp. StakeUp represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which StakeUp is bound, (iii) it provides the Services using commercially reasonable care and skill in accordance with the service levels outlined b. Representations and Warranties by Client. Client represents and warrants to StakeUp that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound. c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 7(a), THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. Client understands that while StakeUp employs measures to ensure that the Services are accessible 24 hours a day/7 days a week, StakeUp cannot guarantee the uninterrupted or error-free operation performance of the Services or that StakeUp will correct all defects or prevent third party disruptions or unauthorized third party access. In the event of any inaccessibility of the StakeUp Services. StakeUp warranties will not apply if there has been misuse, modification, damage not caused by StakeUp, or failure to comply with instructions provided by StakeUp. Non-StakeUp services are provided under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to Client.
  7. LIMITATION OF LIABILITY STAKEUP’s ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES RECEIVED BY STAKEUP IN THE FORM OF STAKING FEES RECEIVED BY STAKEUP AS A DIRECT RESULT OF THE CLIENTS CLIENT FUNDS BEING STAKED TO THE SERVICE (NOT TO INCLUDE REVENUES RECEIVED BASED ON STAKING FEES FROM OTHER CLIENTS) IN THE PRIOR 12 MONTHS WITH RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. STAKEUP WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO STAKEUP, ITS AFFILIATES, CONTRACTORS AND END USERS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF SECTION 2(C) OR A BREACH OF SECTION 6, OR (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 9.
  8. INDEMNIFICATION Client agrees to indemnify, defend and hold harmless STAKEUP, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. StakeUp shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by StakeUp of any representation, warranty, or provision contained in this Agreement.
  9. RELATIONSHIP OF PARTIES Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to their own employees.
  10. PUBLICITY Neither party will issue any press releases or make any other public disclosures regarding this Agreement or its terms or the nature of the parties’ relationship without the other party’s prior written consent. Notwithstanding the foregoing, StakeUp may list Client as a customer on its website and in marketing materials.
  11. ASSIGNMENT This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by a party (a) to a person or entity who acquires substantially all of such party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of such party.
  12. COMPLIANCE WITH LAWS Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the White-Labeled Services hereof, Client shall promptly notify StakeUp of such notice or violation.
  13. GENERAL TERMS a. This Agreement (and any Exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties. b. This Agreement will be governed and interpreted in accordance with the laws of the State of Florida without reference to conflicts of laws principles. c. StakeUp will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control. d. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. e. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose. f. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms. g. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to contact@stakeup.io. Notice will be effective on receipt. h. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement. SERVICE LEVEL TERMS
  14. Definitions “Staking Node Downtime” means the number of minutes that StakeUp Staking Nodes are unable to produce blocks or consensus for a Supported Cryptocurrency, but does not include any downtime otherwise excluded under section 4 below. “Force Majeure Events” means any downtime minutes that are the result of events or conditions beyond StakeUp’s reasonable control. Such events might include but are not limited to Cryptocurrency network-wide outages, any acts of common enemy, the elements, earthquakes, floods, fires, epidemics, and inability to secure products or services from other persons or entities.
  15. Monitoring All Staking Nodes are monitored by StakeUp 24 hours a day, 7 days per week. StakeUp will inform Client of all scheduled maintenance which could reasonably be expected to cause The Service significant degradation (loss of Services for more than one (1) hour) at least one (1) weeks prior to the planned maintenance. StakeUp may take actions, such as update components, at will if it is expected that the outage will cause less than one (1) hour of downtime.