Delegation & Staking Agreement

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Lorien Gabel
Aug 01, 2019
29 min read

*** Revised September 26th, 2022 ***

ONLINE STAKING & DELEGATION SERVICES AGREEMENT

This Online Delegation & Staking Services Agreement is between Figment Inc., an Ontario corporation with a place of business at 545 King St. West, Toronto, Ontario, M5V IM1 (“Figment”), and you (“Delegator”)

By delegating Tokens to Figment, Delegator agrees to be bound by the terms of this Agreement. If Delegator does not agree to, understand, or cannot comply with, all of the terms of this Agreement, Delegator must not delegate its Tokens to Figment. As such, please read this Agreement carefully before delegating Tokens toFigment. No signature of either Party is required for this Agreement to be legally binding against eachParty. This Agreement is legally binding on the Effective Date.

RECITALS:

  • Some blockchain protocols achieve consensus among distributed nodes through a system known as“proof-of-stake”;
  • Certain blockchain protocols require the protocol’s token-holders to stake their tokens to participate in the consensus validation process;
  • A proof-of-stake system enables at least one of the staking token-holders to validate and sign the next definitive serial transaction record;
  • To incentivize staking and validation, the proof-of-stake system grants additional tokens to the staking token-holder(s) selected to perform staking processes, as a reward for performing such staking processes;
  • Because validating and signing transaction records requires certain computational infrastructure, some token-holders choose to delegate management of staking processes to third parties that validate and sign transaction records for such token-holders;
  • Figment offers non-custodial validation-as-a-service to token-holders through Figment’s proprietary computational systems that facilitate the management of staking processes; and
  • Delegator wishes to delegate management of the staking of tokens to Figment, and Figment agrees to manage such staking, on the provisions of this Agreement.
  1. SERVICES; REWARDS; PROTOCOL CHANGES; WITHDRAWAL; CONDITIONS

    1.1. Services. Subject to the terms of this Agreement, Figment (a) will stake the Tokens Delegator has delegated to Figment by exercising the Validation Rights in a manner intended to generate NetRewards; and (b) may vote the Tokens by exercising the Voting Rights, unless the Delegator elects to exercise the Voting Rights in accordance with the protocols of the applicable SupportedBlockchains (collectively, the “Services”). Figment may consolidate the Token Rights delegated by Delegator to Figment under this Agreement with other Validation Rights and Voting Rights delegated to or otherwise exercised by Figment.

    1.2. Non-Custodial. Delegator acknowledges and agrees that Figment will not accept or take custody over any Rewards or Tokens on behalf of Delegator, has no responsibility or control over whether a Supported Blockchain distributes any Rewards to Delegator, and that Figment’s sole obligation under this Agreement is to perform the Services, upon the terms and conditions set forth in thisAgreement.

    1.3. Transfer of Net Rewards. Figment’s performance of the Services is intended to result in the transfer of Net Rewards by the Supported Blockchains as follows: (a) to Delegator by transferringNet Rewards to the wallet address from which Delegator delegated the Tokens to Figment under this Agreement; (b) to Figment as a service fee; and (c) the Net Rewards may be in the same denomination as the Tokens that Delegator delegated to Figment under this Agreement. The transfer of Net Rewards is subject to the protocols of the Supported Blockchains. Delegator acknowledges that the transfer of Net Rewards by the Supported Blockchains is not guaranteed, that Delegator may not receive the Delegator’s Rewards, and that Figment is not responsible in any way for any failure by the Supported Blockchains to transfer Net Rewards to Delegator or the loss, destruction, or transfer of Net Rewards to the incorrect wallet address of Delegator.

    1.4. Service Fee. Figment’s service fee for each Supported Blockchain as of the date hereof is included here. Service fees are provided for reference only and are subject to change. Delegator is advised to visit the on-chain service fee source to view current network parameters for validator service fees.

    1.5. Protocol Changes, Airdrops & Forks. Delegator acknowledges that Supported Blockchain protocols may change from time to time, and airdrops or forks may arise from time to time, in each case outside of the control of Figment and that, therefore, except as may be otherwise provided in this Agreement: (a) Figment may respond to protocol changes, airdrops or forks in any way that Figment determines appropriate in its sole discretion; (b) the exercise by Figment of any right or power that is available to it in its capacity as a validating node on a SupportedBlockchain shall not constitute a breach or violation any obligation owed by Figment to Delegator under this Agreement; and (c) Figment is not responsible for any losses, liabilities, damages, or reductions in value in respect of the Tokens or otherwise suffered by Delegator in connection with protocol changes, airdrops or forks.

    1.6. Withdrawal. Tokens withdrawn by Delegator may be subject to unbonding periods imposed by the protocols of the Supported Blockchains. Tokens and Net Rewards may be unavailable toDelegator during the unbonding periods and may be subject to other restrictions imposed by theSupported Blockchains. Figment will not be liable for any losses, costs, expenses, liabilities, damages, reductions in value, or foregone opportunities incurred by Delegator in connection with the events described in this Section.

    1.7. Conditions. The obligation of Figment to perform the Services is conditional on the satisfaction of the following conditions precedent as of the Effective Date and subsequently as of the time of performance of the Services:

    (a) the Supported Blockchain has selected Figment to operate a validator node on theSupported Blockchain;

    (b) the covenants and obligations of Delegator under this Agreement are in each case performed and satisfied;

    (c) the representations and warranties of Delegator are in each case true, accurate and complete as of all times during the Term; and

    (d) neither the delegation by Delegator of the Token Rights to Figment, nor Figment’s performance of the Services for Delegator, constitute or would be reasonably expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, or agreement to which either Party is bound, including thisAgreement and the Protocols of the Supported Blockchains.
  2. TERM; TERMINATION

    Term, Termination and Survival.
    The term of this Agreement (the “Term”) commences on theEffective Date and shall continue in effect until terminated in accordance with the terms of thisSection. Either Party may, any time and for any reason whatsoever, terminate this Agreement (i)in the case of Delegator, automatically by withdrawing its Tokens, or (ii) in the case of Figment, by taking steps to terminate the delegation of Tokens of Delegator to Figment; in each case, the termination is subject to the terms of each Supported Blockchain. Upon any termination of thisAgreement: (a) Delegator will cease delegating Tokens to Figment; (b) Delegator will initiate re-delegation and unbonding of the Tokens, as applicable; and (c) Delegator will make payment of all outstanding amounts owing to Figment under this Agreement and other amounts that may become owing to Figment in connection with any re-delegation and unbonding by Figment of theTokens. For greater certainty, in the event that any re-delegation and/or unbonding of the Tokens is required to be undertaken by Figment in connection with the termination of this Agreement, the fees to be paid in consideration of the Services under the Agreement shall continue to be payable until such re-delegation and/or unbonding of the Tokens is completed. The following provisions will survive any expiration or termination of this Agreement: Sections 1, 2, 3, 4.2, 5 and 6.
  3. LIMITATION OF LIABILITY; INDEMNIFICATION

    3.1. Limitation of Liability. In no event will Figment be liable to Delegator or any other party for any incidental, indirect, consequential, special, exemplary, or punitive damages or losses of any kind(including lost Rewards, revenues or profits) arising from or relating to this Agreement, regardless of whether Figment was advised, had other reason to know, or in fact knew of the possibility thereof. Figment’s aggregate liability for damages under this Agreement will not exceed the amount of service fees received by Figment hereunder during the period that is six months prior to the event giving rise to the liability or damages (the “Liability Cap”). In no event shall Figment be liable to Delegator for any costs of procurement of substitute services or any special, indirect, incidental, exemplary, or consequential losses, expenses, costs, damages or liabilities incurred byDelegator or any third party, including, without limitation, lost profits, loss of goodwill, business interruption, or loss of information, regardless of whether such person was advised of the possibility of the foregoing. Without limiting the foregoing, Figment will not be liable toDelegator or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchains or any Force Majeure Event.

    3.2. Indemnification. Delegator will defend, indemnify and hold Figment, its successors and assigns, each of their Affiliates, and all of their respective subcontractors, licensors, agents, directors, officers, employees and other representatives (together, the “Indemnified Parties”) harmless from and against all damages, losses, costs and expenses arising from or related to any third party claim arising from or related to Delegator’s acts or omissions, including without limitation any breach of or misrepresentation in this Agreement.
  4. REPRESENTATIONS AND WARRANTIES

    4.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party, as of the Effective Date and each date on which Delegator has delegated Token Rights to Figment, that: if the Party is an individual, the Party is of legal age in its jurisdiction of residence and is of sound mind and body; if the Party is a business entity, partnership or other organization (each, a“Business Entity”), the Party is duly organized and existing in good standing under the Laws of its jurisdiction of organization; the Party has all required capacity, authority and power to enter into and perform its obligations under this Agreement; and this Agreement constitutes a legal, valid and binding obligation of the Party enforceable against the Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating toor affecting the enforcement of creditors’ rights generally and principles of equity.

    4.2 Representations and Warranties of Delegator. In addition to the mutual representations and warranties set out above, Delegator represents and warrants to Figment, as of the Effective Date and each date on which Delegator delegates Token Rights to Figment, that: (a) Delegator has all right, title, and interest in and to the Tokens; (b) the execution, delivery, and performance of thisAgreement by Delegator (i) does and will not conflict with or violate in any Law and (ii) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon Delegator; (c) Delegator is not entering into thisAgreement or delegating Token Rights to Figment for the purpose of making an investment with respect to Figment or its securities, but instead, and only, to receive the Services from Figment;(d) without limiting the foregoing, Delegator acknowledges and agrees that the entering into and performance of this Agreement by each Party (including the delegation of Token Rights byDelegator to Figment) does not (i) represent or constitute a loan or a contribution of capital to, or other investment in, Figment; (ii) provide Delegator with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, Figment; or (iii) create or imply any fiduciary or other agency relationship betweenFigment (or any of its directors, officers, employees, agents, or Affiliates) and Delegator or entitleDelegator to any fiduciary duty or similar duty on the part any of the foregoing Persons; (e)Delegator, its agents (and, if Delegator is a Business Entity, Delegator’s officers, directors, and employees (collectively, the “Representatives”)) are in compliance with the Criminal Code(Canada), Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), theForeign Corrupt Practices Act of 1977 (United States), in each case as amended, and any rules and regulations thereunder respectively, similar Laws of other jurisdictions, anti-money laundering obligations, and anti-terrorist financing obligations under the Law of Canada, United States, and/or Delegator’s jurisdiction, and as otherwise applicable to Delegator, its Representatives, and/or Figment; (f) Delegator has not (and, if Delegator is a Business Entity, Delegator’sRepresentatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; (g) Delegator is not (and, if Delegator is a Business Entity, Delegator’sRepresentatives are not) (i) a Person described or designated in the Specially DesignatedNationals and Blocked Persons List of the U.S. Department of Treasury Office of Foreign AssetsControl, Section I of the U.S. Anti-Terrorism Order, the Regulations Establishing a List of Entities under s.83.05(1) of the Criminal Code of Canada, any regulations promulgated under Canada’sSpecial Economic Measures Act, United Nations Act, Justice for Victims of Corrupt ForeignOfficials Act, Freezing of Assets of Corrupt Foreign Officials Act, or the United Nations SecurityCouncil Consolidated Sanctions List or (ii) engaged in any dealings or transactions with any suchPerson; (h) without limiting the generality of the foregoing, Delegator is not, and is not owned or controlled by, or acting on behalf of, any Person who is, identified on any list of prohibited parties under any Law or by any governmental authorities, such as any lists maintained by the UnitedNations Security Council, the U.S. government (including the U.S. Treasury Department’sSpecially Designated Nationals list and Foreign Sanctions Evaders list), the Canadian government, the European Union (EU) or its member states, and the government of Delegator’s jurisdiction; (i) Delegator is not, and is not owned or controlled by, or acting on behalf of, anyPerson who is, located, ordinarily resident, organized, established, or domiciled in, Cuba, Iran,North Korea, Sudan, Syria, the Crimea region of Ukraine (including Sevastopol) or any other country or jurisdiction against which the U.S. or Canada maintains comprehensive economic sanctions or an arms embargo; (j) The Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law; and (k)Delegator is sophisticated and experienced in using and evaluating the Supported Blockchains and applicable protocols and related technologies, has conducted its own due diligence and analysis of the Supported Blockchains and the matters provided under this Agreement in order to determine whether Delegator wishes to enter into this Agreement and delegate Token Rights to Figment in order that Figment may perform the Services, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf ofFigment in connection with the entering into and performance of this Agreement by the Parties.
  5. CONFIDENTIALITY; DISCLAIMER; ACKNOWLEDGEMENT; TAXES; OTHER

    5.1. Confidentiality. Delegator acknowledges that any unauthorized disclosure of Figment’sConfidential Information to third parties may cause immediate and irreparable harm.Consequently, Delegator agrees to take all reasonable steps to maintain the confidentiality of the nature and details of the Services and any related documentation and materials, and shall not, without Figment’s prior written consent, disclose, or make them available in any form to any other person, except to the extent reasonably required for the use of the Services. Figment reserves the right to disclose any information of Delegator to the extent required to do so by applicable Law, lawful authorities or by a court of competent jurisdiction.

    5.2. Disclaimer. Delegator acknowledges and agrees that use of the Services is at their sole risk.Figment provides the Services on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable Law, Figment disclaims all representations, warranties and conditions regarding the Services or Delegator’s use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising at Law, or from a course of dealing or usage of trade. Figment does not warrant that the Services will meetDelegator’s requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected

    5.3. Acknowledgement of Risk. Delegator understands and agrees that: (a) there are risks associated with the use, holding and staking of Tokens and Delegator represents and warrants that Delegator:(i) fully understands and is knowledgeable and experienced with the nature, use, holding and staking of Tokens and all related Protocols; (ii) is capable of evaluating the benefits and risks thereof; and (iii) is capable of bearing the economic risk of using, holding and staking Tokens, including without limitation the risk of loss or forfeiture of any staked Tokens; (b) the continued ability to stake Tokens or provide the Services is dependent on many elements beyond Figment’s control, including the publication of blocks, network connectivity, hacking or changes to theProtocols or otherwise; (c) is solely responsible for the security, custody and control of Tokens and any wallet or similar device or software used to store any related private keys (collectively,“Wallets”), including any Wallet designated by Delegator for the receipt of Rewards, and Figment never takes custody or control of Tokens or Wallets and has no responsibility for any unauthorized access to or alteration, theft, loss, corruption or destruction of Wallets; (d) no regulatory authority has reviewed or passed on the merits, legality or fungibility of Tokens or the use, holding or staking of Tokens; (e) the staking of Tokens or the use of Figment’s Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; (f) Rewards are not guaranteed and may vary depending on many elements beyondFigment’s control, including applicable Protocols, and Delegator is not relying on Figment to generate any profits or return; and (g) Delegator is solely responsible for complying with applicable Laws and Figment does not warrant that the Services are legal for use by Delegator inits jurisdiction.

    5.4. Taxes and Legal. Delegator shall be solely responsible for the payment to applicable governmental authorities of any and all taxes, penalties, duties, levies, and interest (together,“Taxes”) (i) applicable to the Delegator’s Rewards and other amounts receivable or received byDelegator in connection with this Agreement; and (ii) all other Taxes of Delegator or which may apply to Delegator resulting from or related to the transactions contemplated under thisAgreement. Delegator shall indemnify and hold harmless Figment and the other IndemnifiedParties in respect of all Taxes levied, applied or assessed by any governmental authority on anyNet Rewards and other amounts receivable or received by Delegator in connection with thisAgreement. Neither Figment nor any of its agents have provided or will provide advice or guidance with respect to any Law, applicable Tax or other obligations of Delegator. Delegator is strongly encouraged to seek advice from Delegator’s legal and tax advisors with respect to anyLaw, applicable Tax and other obligations of Delegator related to the entering into and performance of this Agreement.

    5.5. Figment’s Property, Use Restrictions. All right, title, and interest in and to the Platform and theWebsite, including all modifications, improvements, adaptations, and enhancements made thereto, are and shall remain sole and exclusive property of Figment. The Terms of Use(https://figment.io/resources/terms-of-use-sla/) and Privacy Policy(https://figment.io/resources/privacy-policy/), each as may be updated from time to time, govern the access and use of the Website by Delegator and are incorporated by reference into and deemed to be part of this Agreement. Delegator shall not, and will not authorize, permit, or encourage any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the object or source code or interface protocols of the Platform or the Website; (ii) modify, adapt, or translate the Platform or the Website; (iii) make any copies of the Platform or the Website; (iv)resell, distribute, or sublicense the Platform or the Website; (v) remove or modify any proprietary marking or restrictive legends placed on the Platform or the Website; (vi) use the Platform orWebsite (A) in violation of any Law, (B) to build a competitive product or service, or (C) for any purpose other than to perform this Agreement; nor (vii) introduce, post, upload, transmit, or otherwise make available to or from the Platform or the Website any Prohibited Content.
  6. MISCELLANEOUS PROVISIONS

    6.1. Interpretation

    (a) The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

    (b) The term “Agreement” and any reference to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated.

    (c) The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against a Party.

    (d) The words “including”, “includes”, and “include” mean “including (or includes or include)without limitation”.

    (e) Any reference in this Agreement to a person includes his, her, or its heirs, administrators, executors, legal representatives, successors, and permitted assigns, as applicable. Any reference in this Agreement to gender includes all genders, and words importing the singular number only include the plural and vice-versa.

    6.2. Waiver. No waiver of any provisions of this Agreement will be valid unless in writing and designated as such. No failure or delay by either Party in exercising any right, power, privilege or remedy under this Agreement shall operate or be deemed as a waiver of any such right, power, privilege or remedy, nor shall any single or partial exercise thereof preclude the exercise of any other right, power, privilege or remedy hereunder. Without limiting the generality of the foregoing, Figment shall not be deemed to have waived any of the conditions described in Section1.7, or waived or released any claim, right, power, privilege or remedy related thereto, by virtue of providing the Services to Delegator while having no specific knowledge that such condition is not satisfied with respect to Delegator, and may terminate its Services to Delegator after learning of such non-satisfaction irrespective of how long such condition has not been satisfied.

    6.3. Governing Law. This Agreement shall be governed by and construed in accordance with theLaws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard for choice of Law provisions thereof.

    6.4. Exclusive Forum. Any claim, dispute, or controversy arising out of or relating to this Agreement(including the arbitrability of any claim, dispute or controversy), or the breach, termination, enforcement, interpretation, validity, or scope hereof shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by written agreement of the Parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either Party. Arbitration shall beheld in the Province of Ontario, unless otherwise agreed by the Parties. The arbitration procedure to be followed shall be agreed in writing by the Parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the ArbitrationAct, 1991 (Ontario). Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

    6.5. No Class Action. Without limiting the foregoing, Delegator may only make a claim or proceeding against Figment in Delegator's individual capacity and shall not as a plaintiff or class member in any purported class or representative action or proceeding.

    6.6. Notices. Any demand, notices or other communication to be given to Figment must be delivered by email to John Le Blanc, Chief Legal Officer, at legal@figment.io.

    6.7. Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

    6.8. Force Majeure. Neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including acts of God, epidemics or pandemics, earthquakes, strikes, or shortages and unavailability of materials or resources, and operations and actions of and changes to Blockchain Protocols (“Force Majeure Events”).

    6.9. Third-Party Beneficiaries. Except as set forth in Section 3.2 and 5.4, there are no third-party beneficiaries under this Agreement.

    6.10. Independent Contractors. Figment and Delegator are independent contractors. Nothing in thisAgreement is or shall be deemed to create a partnership or joint venture or a relationship of principal and agent, employer-employee, master-servant, or franchisor-franchisee betweenFigment and Delegator and us and no provision contained herein is or will be deemed to create any relationship between the parties hereto other than the relationship of independent parties contracting for services.

    6.11. Assignment. Neither this Agreement nor any of Delegator’s rights or obligations under it may be transferred or assigned by Delegator, in whole or in part, whether voluntarily, by operation of law, or otherwise, without Figment’s prior written consent and any such attempted assignment or transfer shall be null and void. This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of each Party. This Agreement may be assigned by Figment, without requiring any consent, as determined in its sole discretion. Delegator agrees that Figment may subcontract its obligations under this Agreement and may use third parties to provide equipment, software and services used to operate and provide the Services.

    6.12. Modifications. Figment reserves the right and shall be permitted to unilaterally modify, supplement, replace or otherwise this Agreement at any time from time to time. Delegator is advised to make quarterly reviews of the terms of this Agreement.

    6.13. Paramountcy. Without limiting the foregoing, if there would otherwise be any legally binding agreement involving Delegator and Figment including those that may be implied by or embodied in the protocols of the Supported Blockchains that conflict or are inconsistent with thisAgreement, this Agreement shall prevail over such other agreement to the extent of the inconsistency.

    6.14. Currency. All dollar ($) amounts identified in this Agreement are denominated in U.S. dollars

    6.15. Entire Agreement. This Agreement constitutes the final and complete agreement between theParties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written. No term included in any confirmation, acceptance, or any other similar document from Delegator in connection with this Agreement will apply to this Agreement or have any force or effect.

The Parties have entered into and are subject to the provisions of this Agreement, as of the EffectiveDate.

DEFINITIONS SCHEDULE

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

Agreement” means this Online Staking & Delegation Services Agreement, dated the Effective Date, between Figment and Delegator, and includes the Terms of Use and Privacy Policy, as any of the foregoing may be updated, supplemented, or amended from time to time.

Blockchain Protocols” means any protocols or operations of the Supported Blockchains, including the rules governing the validation and inclusion of transactions in the Supported Blockchains.

Confidential Information” means: (i) with respect to Figment, the Platform, the Website, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, data and such other information as may be reasonably considered to be intended by Figment to be confidential or sensitive, in each case in whatever form (including, without limitation, tangible or intangible) and however manifested or evidenced; and (ii)with respect to Delegator, any non-public information or material regarding Delegator’s legal or business affairs. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the Party to which theConfidential Information is disclosed (the “Receiving Party”) and without any breach of this Agreement;(b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the“Disclosing Party”); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by theReceiving Party without restrictions on use or disclosure from a third party

Effective Date” means the date on which Delegator first delegates any Token(s) to Figment.

Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, order, or statement, standard or policy having the effect of law.

Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any).

Party” means Figment or Delegator, as applicable; and “Parties” means, together, Figment and Delegator.

Person” means any individual, organization, business, partnership, entity, corporation, decentralized autonomous organization (DAO), or government.

Platform” means Figment’s proprietary computational infrastructure or platform that it uses to perform the Services.

Prohibited Content” means content that: (i) is illegal under Law; (ii) violates any third party’s intellectual property rights, including copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; or (vii) contains viruses, Trojan horses, worms, or any other harmful, malicious, or hidden procedures, routines, mechanisms, or code.

Rewards” means any rewards granted by the Supported Blockchains, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by the Supported Blockchains and received by Figment or Delegator, as applicable, in connection with the performance of the Services.

Services” means the exercise by Figment of Token Rights on behalf of Delegator under this Agreement, as described in Section 1.

Slashing Penalties” means any slashing penalty assessed by a Supported Blockchain for Figment’s material failure to perform the Services.

Supported Blockchain” means any proof-of-stake network or blockchain ledger on which Figment may exercise Token Rights delegated to it by Delegator. Each Supported Blockchain has its own protocols and terms.

Term” has the meaning given to under Section 2.

Token” means any digital blockchain asset (whole or fractional) that Delegator has delegated to Figment in accordance with the protocol of the applicable Supported Blockchain.

Token Rights” means, together, Validation Rights and Voting Rights.

Delegator’s Rewards” means the Net Rewards described at Section 1.3.

Validation Rights” means rights of a Token owner to validate and sign the next definitive serial transaction record on a Supported Blockchain.

Voting Rights” means rights of a Token owner to vote upon proposals related to the operation and governance of the respective Supported Blockchain.

Website” means https://figment.io.

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