Terms and Conditions of Staking for Fireblocks Customers

These terms and conditions (this “Agreement“), dated the Effective Date, are agreed to by Figment Inc. (“Figment“) and you, the holder of tokens who has accepted the provisions of this Agreement checking a box in your Wallet (as defined below) indicating your agreement to this Agreement (“Delegator“).

1.  DEFINITIONS

The definitions for some defined terms used in this Agreement are set forth below. Other terms may be defined elsewhere in this Agreement.

1.1 “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 entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 “Agreement” means these terms and conditions, dated the Effective Date, between Figment and Delegator, and includes the Schedules, order forms, the Notice, and other notices, as any of the same may be updated, supplemented, or amended from time to time.

1.3 “Confidential Information” means: (i) with respect to Figment, the Platform, the Website, all source code relating thereto, and any other non-public information or material regarding Figment’s legal or business affairs, financing, customers, properties, pricing, or data; (ii) with respect to Delegator, any non-public information or material regarding Delegator’s legal or business affairs, financing, customers, properties, or data; (iii) with respect to both Parties, any information that is marked as “confidential” or “proprietary” or using a similar term, or which should reasonably be considered to be confidential based upon the nature of its disclosure or content; and (iv) the existence and provisions of this Agreement, including the Service Fee and other pricing matters. 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 the Confidential Information is disclosed (the “Receiving Party“); (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 the Receiving Party without restrictions on use or disclosure from a third party. 

1.4 “Damages” means damages, losses, liabilities, costs (including professional fees), fines, penalties, claims, charges, expenses, reductions in value, foregone opportunities, Slashing Penalties, Missed Rewards, downtime penalties, and reasonable expenses.

1.5 “Effective Date” means the earlier of (a) the date on which Delegator accepts this Agreement via the Wallet and (b) the date of the initial delegation of Token Rights by Delegator to Figment under this Agreement.

1.6 “Fireblocks” means Fireblocks Ltd and/or any of its Affiliates that has an existing agreement in place with Delegator for the provision of digital asset wallet infrastructure services.

1.7 “Law” means any applicable federal, provincial, territorial, state, county, local or foreign statute, law, ordinance, regulation, rule, code, or order.

1.8 “Missed Rewards” means any Rewards that would have been received by Delegator but for Figment’s failure to propose, attest or sign blocks on a Supported Blockchain, where such failure was due to Figment’s gross negligence or willful misconduct. Missed Rewards specifically excludes Rewards that would have been received by Delegator but for the failure of Figment to maximize or optimize Rewards.

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

1.10 “Person” means any individual, corporation, partnership, business, organization, association, foundation, government, or other entity or person.

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

1.12 “Prohibited Content” means content that: (i) is illegal under any 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.

1.13 “Protocols” means, in relation to a Supported Blockchain, the protocols for operation of the Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.

1.14 “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.

1.15 “Schedules” refers to the schedules attached hereto.

1.16 “Service Fee” means amounts payable in tokens to Figment for the performance of the Services, whether payable to Figment directly by the Supported Blockchains in accordance with the Standard Flow and/or by Delegator to Figment in accordance with the Non-Standard Flow.  The Service Fee consists of a percentage of the Rewards, and such percentage which will be indicated to Delegator via the Wallet. For Supported Blockchains that operate on Standard Flow protocols, the Rewards comprising the Service Fee will be transferred directly to Figment by the Protocols of the Supported Blockchain, as described in Section 5.1(a)(i).

1.17 “Services” means the exercise by Figment of Token Rights on behalf of Delegator under this Agreement, as described in Section 3.1.

1.18 “Slashing Penalty” means any slashing penalty assessed against the Token(s) by a Supported Blockchain.

1.19 “Slashing Reimbursements” means any payment by Figment to Delegator of an amount equal to any Slashing Penalties, if established as owing under Section 5.5, subject to the provisions of this Agreement. 

1.20 “Supported Blockchain” means any proof-of-stake network or other blockchain ledger on which Delegator has Token Rights and for which Delegator delegates the exercise of such Token Rights to Figment from time to time during the Term. The Supported Blockchain(s) will be agreed to by Delegator via the Wallet; provided that Figment may, in its sole discretion, discontinue supporting any Supported Blockchain and require Delegator to withdraw its delegation of Token Rights associated with Tokens of such discontinued Supported Blockchain at any time upon delivery of prior written notice to Delegator.

1.21 “Token” means any token (whole or fractional) that Delegator has delegated to Figment in accordance with the Protocols of the applicable Supported Blockchain.

1.22 “Token Rights” means, together, validation rights and the Voting Rights.

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

1.24 “Wallet” means the wallet infrastructure provided by Fireblocks in which Delegator self-custodies its Tokens.

1.25 “Website” means Figment’s website, located at https://figment.io.

2. DELEGATION

2.1 Subject to the Protocols of the Supported Blockchains and unless otherwise provided in this Agreement or in any agreement between Delegator and Fireblocks, by interacting with the Protocols of the Supported Blockchains through the Wallet, Delegator may delegate the Token Rights associated with any number of Tokens to Figment under this Agreement at any time during the Term.

2.2 Delegator shall not delegate any Token Rights to Figment hereunder if Delegator could reasonably expect that any condition described in Section 6.1(b) to and including 6.1(d) is not satisfied and, in the event that any such condition ceases to be satisfied, then Delegator shall promptly deliver written notice of the same to Figment.

3. SERVICES

3.1 Services.  Subject to the provisions of this Agreement, Figment will:

(a) exercise validation rights in a manner reasonably intended to generate Rewards; and

(b) either, in the sole discretion of Figment, exercise the Voting Rights (if any) as a validator in a reasonable manner or not exercise the Voting Rights whatsoever. Delegator may override any action taken by Figment in respect of its Voting Rights, if any, in accordance with the Protocols of the Supported Blockchains.

(collectively, the “Services“).

3.2 Service Standard.  Figment’s service level standards are set out in the Service Level Agreement available here, which may be updated from time to time at Figment’s sole discretion.

4. WITHDRAWAL & UNBONDING

4.1 Delegator may withdraw its delegation of Token Rights under this Agreement at any time in its sole discretion, subject to unbonding periods imposed by the Supported Blockchains (if any).

4.2 During any such unbonding period, Tokens and Rewards may be unavailable to Delegator and subject to other restrictions imposed by the Supported Blockchains. Accordingly, Figment may be unable to perform the Services as they relate to withdrawn Tokens and will be relieved from performance of same.

4.3 Figment will not be liable for any Damages incurred by Delegator or otherwise in connection with an event described in Section 4.1 or 4.2.

5. REWARDS

5.1 Transfer of Rewards.

(a) The Parties acknowledge that the performance of the Services by Figment is intended to result in the direct transfer of Rewards by the Supported Blockchains in either of the following ways:

(i) to Delegator at the wallet address of the Wallet, and to Figment in the amount of the Service Fee at the wallet address designated by Figment (together, the “Standard Flow“); or

(ii) to Delegator at the wallet address of the Wallet (inclusive of the amount of the Service Fee) (the “Non-Standard Flow“).

5.2 Section 5.1 is subject to the Protocols of the Supported Blockchains and the provisions of this Agreement, including variations to Section 5.1 under the Schedules (if any).

5.3 Rewards Not Guaranteed.  Delegator acknowledges that: (i) the transfer of Rewards by the Supported Blockchains is not guaranteed and Delegator may not receive the Rewards; (ii) Figment has no ability to control or influence whether or not a Supported Blockchain transfers any Rewards to Delegator or otherwise complies with its Protocols; and (iii) Figment is not responsible for any failure by the Supported Blockchains to transfer Rewards to Delegator, any error or mistake in the transfer of Rewards to Delegator (including the transfer of Rewards to the wrong wallet), or any other loss, destruction or transfer of Rewards (except to the extent such loss, destruction or transfer resulted directly from the gross negligence, fraud or intentional misconduct of Figment).

5.4 No Custody.  Delegator acknowledges and agrees that Figment does not and will not accept or take custody over any Tokens or Rewards on behalf of Delegator, and that Figment’s sole obligation under this Agreement is to perform the Services in accordance with the provisions of this Agreement.

5.5 Slashing Reimbursements.  If a Supported Blockchain applies a Slashing Penalty against any Tokens, and where such Slashing Penalty is solely a result of Figment’s gross negligence or willful misconduct Figment will transfer Slashing Reimbursements to Delegator, subject to the provisions of this Agreement including Section 5.7 and the limitations and exclusions set out herein, including Section 13. 

5.6 Missed Rewards.  Figment will transfer to Delegator an amount of Tokens equal to any Missed Rewards, subject to the provisions of this Agreement including Section 5.7 and the limitations and exclusions set out herein, including Section 13.

5.7 Eligibility.  

(a) In order to be eligible to receive Slashing Reimbursements or payments of Missed Rewards, Delegator must deliver a written notice in the form attached hereto at Schedule “B” to Figment at fireblocksclaims@figment.io within thirty (30) days following the date of the alleged occurrence of a Slashing Penalty or Missed Rewards and no later than thirty (30) days following the date of termination of this Agreement (the “Claim Notice”). The Claim Notice must include true, accurate, and complete information as required in accordance with the provisions thereof and as may be requested by Figment at such time as may be reasonably required by Figment in its sole discretion (all such information being the “KYC Disclosure“) to perform its KYC Screen (as defined below).

(b) Prior to evaluating the information provided in any Claim Notice, Figment will perform its know-your-customer checks and identity verification in accordance with applicable Law and Figment’s internal policies and practices, including its anti-money laundering policy (together, the “KYC Screen“). A KYC Screen fee of US$300 will be invoiced to the Delegator and must be paid in United States Dollars prior to any and each such KYC Screen being performed. 

(c) If, in Figment’s sole and reasonable discretion, the KYC Disclosure fails the KYC Screen, then (i) Figment will not be required to make any payment of Slashing Reimbursements or Missed Rewards to Delegator (and will not be liable in connection therewith), and (ii) Figment will deliver written notice to Delegator of the same within thirty (30) days of receipt by Figment of the true, accurate, and complete Notice. The decision of whether or not the KYC Disclosure passes or fails the KYC Screen will be conclusive and binding on Delegator. 

(d) If, in Figment’s sole and reasonable discretion, the KYC Disclosure passes the KYC Screen, and if Figment is otherwise required to make payment of the Slashing Reimbursements or Missed Rewards under the provisions of this Agreement, then Figment will make payment of the required amount to the Wallet within thirty (30) days of receipt by Figment of the true, accurate, and complete Notice and such other information as may be reasonably requested by Figment for the KYC Screen. 

5.8 Protocol Changes & Forks.

The Parties acknowledge and agree that Protocols may change, and forks may occur, in each case outside of Figment’s control and that, therefore, except as may otherwise be provided in this Agreement:

(a) Figment (i) may respond to Protocol changes and forks in a commercially reasonable manner; and (ii) shall, upon request, use commercial reasonably efforts to provide reports to Delegator from time to time about Protocol changes and forks of which Figment has knowledge; 

(b) the reasonable exercise by Figment of any right or power that is available to it in its capacity as a validating node on a Supported Blockchain shall not constitute a breach or violation of any obligation owed by Figment to Delegator under this Agreement; and

(c) Figment is not responsible for any Damages incurred by Delegator arising in connection with Protocol changes or forks, provided that Figment acts in accordance with Section 5.8(a)(i).

6. CONDITIONS

6.1 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’s validator nodes for inclusion in the active validator set on the Supported Blockchain, to the extent required by the Protocols of the Supported 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 set forth in Section 12 and elsewhere in this Agreement (including any Notices or other notices) 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, including the Protocols of the Supported Blockchains.

7. TAXES

7.1 Delegator shall be solely responsible for the payment to applicable governmental authorities of: (i) any and all taxes, penalties, duties, and interest (together, “Taxes“) applicable to the Rewards, Slashing Reimbursements, Missed Rewards payments, and other amounts receivable or received by Delegator 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 this Agreement. Delegator shall indemnify and hold harmless Figment, its Affiliates, and their respective officers, directors, shareholders, managers, and employees (as applicable) in respect of all Taxes levied by any governmental authority on any Rewards, Slashing Reimbursements, payments of Missed Rewards, or other amounts receivable or received by Delegator (and/or, if applicable, its customers, clients or interest holders) in connection with this Agreement, in accordance with the indemnification procedures set forth in Section 14. 

7.2 Neither Figment nor any of its agents have provided or will provide advice or guidance with respect to any applicable Tax, Law, or other obligations of Delegator. Delegator is strongly encouraged to seek advice from Delegator’s legal and tax advisors with respect to any Law or Tax that are applicable to, or other obligation of, Delegator related to the entering into and performance of this Agreement. 

8. TERM; TERMINATION; AND SURVIVAL

8.1 Term.  The term of this Agreement commences on the Effective Date and shall continue in effect until terminated in accordance with Section 8.2 (the “Term“). 

8.2 Termination.  Either Party may terminate this Agreement on written notice to the other Party at any time for any reason whatsoever, unless otherwise set out herein.

8.3 Effect of Termination.  Upon the termination of this Agreement: 

(a) Delegator will cease delegating Tokens to Figment; 

(b) Delegator will withdraw and unbond any Tokens delegated under this Agreement, if applicable;

(c) Subject to Section 5.7(d), Figment will make payment to Delegator of any undisputed Slashing Reimbursements, undisputed Missed Rewards, and any other amounts owing by Figment to Delegator under this Agreement within thirty (30) days of the termination of this Agreement; 

(d) Delegator will make payment to Figment of any Service Fees and any other amounts owing by Delegator to Figment under this Agreement within thirty (30) days of the termination of this Agreement; and

(e) Upon reasonable written request, each Party shall either return to the other Party (or, at such other Party’s instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such other Party’s Confidential Information that are in its possession or control. 

8.4 Survival.  The following provisions will survive any expiration or termination of this Agreement: Sections 1, 4.3, 5, and 7 through and including 15.

9. CONFIDENTIALITY

9.1 The Receiving Party will: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses with its own confidential information of a similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party’s Confidential Information for any purpose other than as may be necessary or desirable in connection with the performance of this Agreement; and (iii) not disclose the Disclosing Party’s Confidential Information to any Person other than its employees, contractors, and advisors, and/or Fireblocks, as reasonably required to perform this Agreement or the agreement between Figment or Delegator and Fireblocks, respectively (as applicable), provided they are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. No other use will be made of the Confidential Information by a Receiving Party, it being recognized that the applicable Disclosing Party has reserved all rights to the Confidential Information not expressly granted herein. 

9.2 If the Receiving Party is legally compelled by a court or other governmental authority of competent jurisdiction to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 9. If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the terms of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is legally required to disclose in the opinion of its counsel, and will use commercially reasonable efforts to ensure that confidential treatment shall be afforded to such disclosed portion of the Confidential Information.

10. INTELLECTUAL PROPERTY

Neither Party grants or transfers to the other Party any right, title, or interest in and to any Intellectual Property of such Party. All Intellectual Property rights of a Party, including all modifications, improvements, adaptations, and enhancements made thereto, are and shall remain the sole and exclusive property of such Party. Without limiting the foregoing, the Platform and the Website are the sole and exclusive property of Figment.

11. LIMITATIONS OF USE

11.1 Privacy Policy.  The Privacy Policy (https://figment.io/resources/privacy-policy/) (as may be updated from time to time, the “Privacy Policy“) of Figment governs the access and use of the Services by Delegator and its employees and agents. 

11.2 Restrictions.  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 or Website in violation of any Law; (vii) use or otherwise make reference to the Platform or Website, in whole or in part, or use any output from the Platform or Website, or use or reference any Confidential Information of Figment (including any pricing for the Services or the provisions of this Agreement) of Figment, in each case (A) to build a competitive product or service, or (B) for any purpose other than to perform this Agreement; or (viii) introduce, post, upload, transmit, or otherwise make available to or from the Platform or the Website any Prohibited Content.

12. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

12.1 Mutual Representations and Warranties.  Each Party represents and warrants to the other Party, as of the Effective Date, each date on which Delegator delegates Token Rights to Figment, and each date on which Figment transfers Tokens to Delegator’s Wallet (whether in connection with Slashing Reimbursements and/or Missed Reward payments), that:

(a) 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;

(b) 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 provisions, except as limited by bankruptcy, insolvency or other Laws of general application relating to or affecting the enforcement of creditors’ rights generally and principles of equity;

(c) The execution, delivery, and performance of this Agreement by the Party (i) will not conflict with or violate in any material manner any Law; and (ii) will not violate or breach, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it; and

(d) Neither the delegation of Token Rights by Delegator to Figment, nor Figment’s performance of this Agreement (a) represents or constitutes a loan or a contribution of capital to, or other investment in, Figment; (b) provides 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 (c) creates or implies any fiduciary or other agency relationship between Figment (or any of its directors, officers, employees, agents, or Affiliates) and Delegator or entitles Delegator to any fiduciary duty or similar duty on the part any of the foregoing Persons. 

12.2 Representations and Warranties by Delegator.  Each Party represents and warrants to the other Party, as of the Effective Date, each date on which Delegator delegates Token Rights to Figment, and each date on which Figment transfers Tokens to Delegator’s Wallet (whether in connection with Slashing Reimbursements and/or Missed Reward payments), that:

(a) Delegator has all right, title and interest in and to the Tokens necessary to delegate the Tokens and Token Rights in accordance with the provisions of this Agreement;

(b) Delegator is not entering into this Agreement or delegating Token Rights to Figment for the purpose of making an investment with respect to Figment, but instead, and only, to receive the Services from Figment;

(c) Delegator and its agents (and, if Delegator is a Business Entity, Delegator’s officers, directors, and employees (collectively, the “Representatives“)) are in compliance with all Laws and regulations applicable to Delegator by virtue of Delegator’s jurisdiction of residence and the jurisdictions in which it operates, including the Criminal Code (Canada), Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), and trade embargoes of the United States, including any sanctions program administered by the U.S. Department of the Treasury, in each case as amended, and any rules and regulations thereunder respectively, similar Laws of the European Union, anti-money laundering obligations, and anti-terrorist financing obligations under the Laws of Canada, United States, and/or the European Union;

(d) Delegator has not (and, if Delegator is a Business Entity, Delegator’s Representatives have not) been convicted of, or 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; 

(e) Delegator is not (and, if Delegator is a Business Entity, Delegator’s Representatives are not) (i) a Person identified, described or designated in any list of prohibited parties under any Law or by any governmental authorities, including the lists maintained by the U.S. government, the Canadian government, the government of the European Union (EU) or its member states, and the government of Delegator’s jurisdiction of residence (including the Specially Designated Nationals and Blocked Persons List and Foreign Sanctions Evaders List of the U.S. Department of the Treasury Office of Foreign Assets Control, Section I of the U.S. Anti-Terrorism Order, or any list established under s.83.05(1) of the Criminal Code (Canada)), any regulations promulgated under Canada’s Special Economic Measures Act, United Nations Act, Justice for Victims of Corrupt Foreign Officials Act, or Freezing of Assets of Corrupt Foreign Officials Act, or the United Nations Security Council Consolidated Sanctions List (a “Sanctioned Person“); (ii) owned fifty (50) percent or more, directly or indirectly, individually or in the aggregate, by, controlled by, or acting on behalf of any Sanctioned Person; or (iii) engaged in any dealings or transactions with any Sanctioned Person;

(f) Delegator is not, and is not owned or controlled by or acting on behalf of any Person who is, located, operating, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, Russia, or the Crimea, “Donetsk People’s Republic,” or “Luhansk People’s Republic” regions 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. The Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law; 

(g) Delegator is sophisticated and experienced in using and evaluating the Supported Blockchains and their Protocols and related technologies. Delegator 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 so that Figment may perform the Services. Delegator has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Figment in connection with the entering into and performance of this Agreement by the Parties; and

(h) The KYC Disclosure information provided by Delegator to Figment is true, accurate, and complete.

12.3 Disclaimer.  Except as expressly set forth herein, the Services, the Platform, the Website, their components, and any other materials provided hereunder are provided “as-is” and “as available”, and Figment does not make any warranties with respect to the same or otherwise in connection with this Agreement (except as explicitly provided in this Agreement) and hereby disclaims any and all express, implied, or statutory warranties and conditions, including any warranties or conditions of non-infringement, merchantability, fitness for a particular purpose, availability, error-free or uninterrupted operation, and any warranties arising from a course of dealing, course of performance, or usage of trade. To the extent that Figment may not as a matter of Law disclaim any implied warranty or condition, the scope and duration of such warranty or condition will be the minimum permitted under such Law. Without limiting the foregoing, Figment makes no representations or warranties with regards to the amount of Rewards that may be generated under this Agreement.

13. EXCLUSIONS AND LIMITATIONS OF LIABILITY

13.1 To the maximum extent permitted by applicable Law, and notwithstanding anything to the contrary, in no event will Figment be liable to Delegator or any other Person for: (i) any incidental, indirect, consequential, special, exemplary, or punitive Damages of any kind, any loss of actual or anticipated profits (whether direct or indirect), and/or loss of actual or anticipated revenues (whether direct or indirect) arising under or relating to this Agreement, regardless of the theory of liability (contract, tort, or otherwise) and even if Figment was advised, had other reason to know, or in fact knew of the possibility thereof; or (ii) direct Damages in excess of the limitations specified in Section 13.2 below.

13.2 In no event will Figment‘s aggregate liability for Damages of any kind to Delegator under or in connection with this Agreement exceed the amount equal to the sum of the Service Fees collected by Figment under this Agreement during the six months prior to the initial event giving rise to Damages (the “Global Cap“). For Slashing Penalties, Figment’s aggregate liability for each Supported Blockchain is limited to the amount of Service Fees collected by Figment under this Agreement for such Supported Blockchain during the six months prior to the initial Slashing Penalty (the “Slashing Cap“). For Missed Rewards, Figment’s aggregate liability for each Supported Blockchain is limited to the amount of Service Fees collected by Figment under this Agreement for such Supported Blockchain during the three months prior to the initial Missed Rewards (the “Missed Rewards Cap“). For clarity, (a) the Slashing Cap and the Missed Rewards Cap are included in, and not in addition to, the Global Cap, and (b) the Global Cap is cumulative for the duration of the Term and not per event.

13.3 Without limiting any of the foregoing, Figment will not be liable to Delegator or any other Person for any Damages of any kind arising from or relating to any: (a) acts or omissions of Delegator; (b) events described in Section 5.3; (c) Force Majeure Events; (d) the time required for set-up of Delegator’s dedicated private validator node, if any; (e) any actions or failures of any products or services provided by Fireblocks to Delegator, including the Wallet; (f) any actions or inactions of Fireblocks; and/or (g) any agreements between Delegator and Fireblocks.

13.4 Without limiting the foregoing, the sole and exclusive remedy available hereunder, to the maximum extent permitted by applicable Law, for, as applicable: (a) all Damages arising in connection with Slashing Penalties is set out in Section 5.5; (b) all Damages arising in connection with Missed Rewards is set out in Section 5.6; and (c) all Damages arising in respect of third-party Claims is set out in Section 14.

14. INDEMNIFICATION

14.1 Subject to the provisions of this Agreement, each Party (in such capacity, the “Indemnifying Party“) shall defend, indemnify, and hold harmless the other Party, its Affiliates, and their respective officers, directors, shareholders, managers, employees, and agents (as applicable) from all Damages, excluding Slashing Penalties and Missed Rewards, incurred by any such indemnified parties in connection with any actual or threatened third-party action, claim, proceeding, judgment, or settlement (each a “Claim“), in either case arising from the Indemnifying Party’s breach of its covenants or representations and warranties under this Agreement. The foregoing obligations shall be subject to the indemnified party: (a) promptly notifying the Indemnifying Party in writing of the Claim; (b) providing the Indemnifying Party, at the expense of the Indemnifying Party, with reasonable cooperation in the defense of the Claim; and (c) if the Indemnifying Party is Figment, providing the Indemnifying Party with sole control acting reasonably over the defense and negotiations of the Claim for a settlement or other resolution; provided that the Indemnifying Party may not, without the indemnified party’s prior written consent, settle, compromise or consent to the entry of any judgement in any such commenced claim or action, unless such settlement, compromise or consent: (i) includes an unconditional release of the relevant indemnified party for all liability arising out of such commenced claim or action; and (ii) is solely monetary in nature and does not include a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of any indemnified party or otherwise adversely affect any indemnified party. 

15. GENERAL PROVISIONS

15.1 Interpretation.

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

(b) References to Agreements.  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) Non-Strict Construction.  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) Other Provisions. The words “including”, “includes”, and “include” mean “including (or includes or include) without limitation”. 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 a gender includes all genders, and words importing the singular number only include the plural and vice-versa.

15.2 Assignment.  Delegator shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Figment; provided that Delegator may, upon written notice to Figment and without the consent of Figment, assign or otherwise transfer this Agreement: (i) to any of its Affiliates; or (ii) in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise) or other liquidity event, provided that in all cases, the assignee executes and delivers to Figment an agreement reasonably satisfactory to Figment to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their successors and permitted assigns.  

15.3 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 Section 6.1, 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. 

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

15.5 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 be held 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 Arbitration Act, 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.

15.6 No Class Action.  Without limiting the foregoing, to the maximum extent permitted by applicable Law, 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.

15.7 Notices.  All notices required under this Agreement (other than (i) Claim Notices which are deliverable in accordance with the instructions provided at Section 5.7 and (ii) routine operational communications) must be in writing and delivered to the personnel designated below. Such notices shall be effective upon actual delivery to the other Party. 

To Figment:

c/o John Le Blanc, Chief Legal Officer

Email: legal@figment.io

To Delegator:  the email address for legal notices provided by Delegator to Fireblocks under agreement in place between Fireblocks and Delegator for the provision of digital asset wallet infrastructure services. Fireblocks will provide Figment notice details upon request.  

15.8 Independent Contractors.  The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other, except as set out in Section 14(c). 

15.9 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. 

15.10 Force Majeure.  Neither Party shall be deemed to be in breach of this Agreement (nor have any liability for Damages related to the breach) for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including: (i) acts of God; (ii) epidemics or pandemics; (iii) natural disasters, fire, or extreme weather events; (iv) strikes, shortages or unavailability of materials or resources; (v) functionality or operations of the Supported Blockchains, including as described in Sections 4 and 5.8; (vi) protocol-level failures caused by bugs, supported token maintenance, malfunctions, upgrades, defects or other failures in the operations of the Supported Blockchains; (vii) unavailability of or interruption or delay in telecommunications or third party services, or any acts or omissions of any third party service provider; (viii) acts of hackers or other malicious actors; (ix) acts of a governmental body; (x) armed conflict, warfare, or terrorism; (xi) insurrection or sabotage; (xii) embargo; and/or (xiii) any event described in Section 5.3 (“Force Majeure Events“). 

15.11 Third-Party Beneficiaries.  Except as set forth in Section 14, there are no other third-party beneficiaries under this Agreement.

15.12 Entire Agreement.  This Agreement constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written. Without limiting the foregoing, 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. 

15.13 Modifications.  This Agreement may be updated, supplemented, and/or amended from time to time upon delivery of six weeks written notice of the same by Figment to Delegator either directly or via Fireblocks. No other update, supplement, and/or amendment will be effective unless signed by Figment.

15.14 Paramountcy.  Without limiting the foregoing, if there would otherwise be any legally binding agreement involving Delegator and Figment including the Privacy Policy, any non-disclosure or confidentiality agreement between the Parties, any agreement with either Party that may be implied by or embodied in the Protocols of a Supported Blockchain, or otherwise, that conflict or are inconsistent with this Agreement, this Agreement shall prevail over such other agreement to the extent of the conflict or inconsistency.

15.15 Currency.  All dollar ($) amounts identified in this Agreement, if any, are denominated in United States dollars.

15.16 Legal agreement.  This Agreement will be valid and binding each Party as of the Effective Date, notwithstanding any failure to execute and deliver this Agreement by either Party. 

SCHEDULE “B”

CLAIMS NOTICE FOR SLASHING REIMBURSEMENT OR MISSED REWARDS 

This Notice is dated __________________, 20_____ is made pursuant to the Terms and Conditions of Staking between Figment Inc. (“Figment“) and the undersigned (“Delegator“), dated the Effective Date (the “Terms and Conditions”). All capitalized terms not otherwise defined in this Notice shall have the meanings ascribed to them in the Terms and Conditions.

Pursuant to Section 5.7 of the Terms and Conditions, Delegator alleges that a Slashing Penalty or Missed Reward event occurred that was caused by a material failure of Figment to perform the Services in accordance with the provisions of the Terms and Conditions, and that, accordingly, Figment owes Slashing Reimbursements or Missed Reward payments to Delegator in accordance with the provisions of the Terms and Conditions. Further, Delegator also agrees to provide to Figment any other KYC Disclosure that is reasonably requested by Figment. 

DELEGATOR DETAILS AND KYC DISCLOSURE
Delegator’s full legal name
Delegator’s head office address
Delegator’s e-mail address
Delegator’s phone no.
Delegator’s Wallet address at Fireblocks from which the Tokens were delegated by Delegator to Figment and to which any payments would be made by Figment to Delegator
Full legal name and address of each and every beneficial owner of 50% or more of the interests of Delegator (whether in stock, partnership units, or otherwise), if applicable

DESCRIPTION OF ALLEGED SLASHING PENALTY OR MISSED REWARD
	Date	Time	Details
1.