Figment app Terms of Use
Last Updated: August 8th, 2023
A. By creating an account to use the Figment app (the “app“), you consent to be bound by these terms of use (“app Terms of Use“). These app Terms of Use are entered into, and create a legally binding agreement, by and between you, and any organization you are acting on behalf of (“you” or “your“) and Figment Inc., (together with its Affiliates, “Figment“, “we“, “our“, or “us“). You acknowledge and agree that these app Terms of Use supplement and do not modify, amend, supersede or replace, our Privacy Policy and General Terms of Use, both of which are incorporated herein by reference.
B. If there is any conflict between: (a) any written agreement between you and Figment and these app Terms of Use, such written agreement will control to the extent of any such conflict; or (b) these app Terms of Use and our Privacy Policy or our General Terms of Use, these app Terms of Use will control to the extent such conflict is in regards to the Services.
C. We may amend or modify these app Terms of Use at any time. The amended or modified app Terms of Use are effective immediately upon us making them available via the app and/or figment.io, and, by continuing to use our Services, you agree to such amended or modified Terms of Use. You agree to be responsible for reviewing these app Terms of Use and any amendments or modifications thereto. If you do not agree with these app Terms of Use, your sole and exclusive remedy is to cease your use of the Services and/or the app.
1. DEFINITIONS
The definitions for certain defined terms used in these app Terms of Use are set out below. Other terms are defined elsewhere in these app Terms of Use.
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 “Damages” means damages, losses, liabilities, costs (including professional fees), fines, penalties, claims, charges, expenses, reductions in value, foregone opportunities, and reasonable expenses.
1.3 “Digital Assets” means any digital blockchain asset subject to the Services.
1.4 “Digital Wallet” means the wallet or similar device or software used to store Digital Assets.
1.5 “Person” means any individual, corporation, partnership, business, organization, association, foundation, government, or other entity or person.
1.6 “Protocol(s)” means, in relation to a Supported Blockchain, the protocol(s) for operation of the Supported Blockchain, including the consensus rules governing the validation and inclusion of transactions in the Supported Blockchain.
1.7 “Rewards” means any rewards granted by the Supported Blockchains, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by such Supported Blockchains and received by Figment or you, as applicable, in connection with the performance of the Services.
1.8 “Slashing Penalty” means the penalty mechanism built into the Protocols of certain Supported Blockchains to discourage undesirable behavior.
1.9 “Staking” or “to Stake” means committing Digital Assets to secure the performant non-custodial operation of our Validator Nodes.
1.10 “Supported Blockchain” means a Proof-of-Stake network or blockchain ledger on which we operate a Validator Node and for which Staking via the app is supported.
1.11 “Unstake” means to cause Digital Assets to cease to be Staked to Validator Nodes operated by us, in accordance with the Protocols of the respective Supported Blockchain.
2. SERVICES
2.1 The Services. Subject to these app Terms of Use, we: (i) operate and monitor validator nodes and software (“Validator Nodes“) to perform non-custodial validation-as-a-service or otherwise participate in staking Protocols in connection with Digital Assets; (ii) enable users to Stake and Unstake Digital Assets to our Validator Nodes via the app; and (iii) provide reports via the app showing your Rewards, in each case solely for Supported Blockchains (the “Services“). The Services are strictly offered on a non-custodial basis.
2.2 License to Access the Services. Subject to these app Terms of Use, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services.
2.3 Blockchain Events. You acknowledge and agree that the Supported Blockchains are independently and separately operated and controlled by third parties. As such, at any time and for any reason, such Supported Blockchains may modify their Protocols, bond or unbond your Digital Assets, fork, or implement any other action or change that may impact your Rewards, Digital Assets, the Services and/or your access and use to each of the foregoing (together, a “Blockchain Event“).
2.4 Changes to the Services. We reserve the right to modify, alter or otherwise change the Services from time to time by adding, deleting, or otherwise modifying features or functionality to improve your experience, comply with applicable regulations, rules and/or laws or for any other reason or purpose. We further reserve the right to: (i) discontinue any feature of the Services or any portion thereof at any time, including, without limitation, discontinue to support any Digital Asset or Supported Blockchain; or (ii) remove any content from the Services at any time, in each case for any reason in our sole discretion and without notice to you. You specifically acknowledge and agree that we are not: (a) responsible for such modifications, changes, or content removals; or (b) liable for any loss of value of your Digital Assets or loss of Rewards that may result directly or indirectly from any such changes or any Blockchain Event.
2.5 Voting Rights. Additionally, you grant Figment the right to exercise the voting rights associated with Digital Assets that you Stake with us; provided, however, that: (i) voting rights are only applicable for certain Supported Blockchains; and (ii) we may exercise voting rights solely at our own discretion, and we are under no obligation to exercise voting rights on your behalf. Notwithstanding the foregoing, you also retain a right to exercise such voting rights associated with any such Digital Assets and, subject to the Protocols of the applicable Supported Blockchain, may exercise those rights before we do or may change any vote that we cast after we have done so.
3. REWARDS; FEES
3.1 Rewards. Your use of the Services may result in Rewards issued by the applicable Supported Blockchain and transferred to the withdrawal Digital Wallet address provided by you to us via the app. You acknowledge that: (i) such Rewards may be issued in the same denomination as the Digital Assets; (ii) the transfer of Rewards by the Supported Blockchains is not guaranteed, any estimates or projections of Rewards, as applicable, are not a guarantee, and we have no ability to control or influence whether or not a Supported Blockchain transfers any Rewards to you or otherwise complies with its Protocols; (iii) we will never ask for and you should never provide to us the private key for your Digital Wallet; (iv) we are not responsible for the loss of your private key or your inability to access (A) your Digital Wallet, or (B) any resulting Rewards that may be stored therein; and (v) you assume responsibility for ensuring we have the correct and valid address of your Digital Wallet(s).
3.2 Service Fee. In consideration for granting you a limited license to access and use our Services, you hereby authorize us to charge a fee for the Services (“Service Fee“) made available to you by us, which is transferred to us directly by the applicable Supported Blockchain. We may, in our sole discretion, modify the Service Fee for any Supported Blockchain without providing any notice to you.
4. TAXES
4.1 You 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 your Rewards; and (ii) all other Taxes which may apply to you resulting from or related to our performance of the Services. You shall indemnify and hold harmless Figment and our officers, directors, shareholders, managers, and employees in respect of all Taxes levied by any governmental authority on your Rewards in connection with the Services.
4.2 Neither Figment nor any of our agents have provided or will provide advice or guidance with respect to any applicable law, Taxes or your other obligations relating to these app Terms of Use.
5. STAKING & BONDING; UNSTAKING & UNBONDING
5.1 You may Stake and/or Unstake Digital Assets at any time in your sole discretion, subject to, respectively, bonding and unbonding periods imposed by the Supported Blockchains (if any).
5.2 During any such bonding or unbonding period or any other waiting period imposed by the Supported Blockchains, Digital Assets and Rewards may be unavailable to you and subject to other restrictions imposed by the Supported Blockchains. Accordingly, we will not be obligated to perform the Services with respect to those Digital Assets.
6. TERMINATION
6.1 Termination. We may terminate or suspend the Services, in our sole discretion, in whole or in part for whatever reason and at any time without providing notice. In the event that you breach the app Terms of Use or if we reasonably determine that action is necessary under applicable law, we may terminate or suspend your right to use or otherwise access the Services in whole or in part without providing notice. Such termination or suspension shall be a non-exclusive remedy for your breach of these app Terms of Use and we reserve the right to pursue any and all additional remedies that may be available to us.
6.2 Effects of Termination. In the event of any termination or suspension of the Services pursuant to Section 6.1 or otherwise, the Services will immediately cease. Termination or suspension of the Services may require us to complete certain delegated tasks that comprise part of the Services, including, but not limited to unbonding of Digital Assets. The performance of such tasks shall be at our discretion and you disclaim any responsibility or obligation that we may have to perform such tasks.
6.3 Survival. The following Sections shall survive termination of these app Terms of Use: Section 3.2 (Service Fee), Section 4 (Taxes) Section 6.2 (Effects of Termination), Section 7 (Intellectual Property; Limitations of Use), Section 9 (Disclaimer), Section 10 (Limitation of Liability), and Section 11 (Indemnification).
7. INTELLECTUAL PROPERTY; LIMITATIONS OF USE
7.1 Ownership. As between you and us, we own all rights, title, and interest in and to the Services, and any modifications, improvements, adaptations, enhancements, derivatives thereto and any intellectual property rights related thereto, including, but not limited to, patent rights, trademark rights, copyrights, and trade secret rights and any other intellectual property and/or industrial rights recognized anywhere in the world.
7.2 No Other Right. Except for the limited license granted to you in Section 2.2, we do not grant or convey to you by implication, waiver, estoppel or otherwise any license to, any right, title, or interest in and to our intellectual property rights in or to the Services or any other products, software or technology shared or made available by us under or in connection with these app Terms of Use.
7.3 No Reverse Engineering; Restrictions. You shall not directly or indirectly: (i) copy, modify, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or any other proprietary information or materials related to the Services; (ii) make any copies of the Services; (iii) resell, distribute, or sublicense the Services; (iv) remove or modify any proprietary marking or restrictive legends presented on the app; (v) use the Services to build a competitive product, software or other technology that could be used to offer similar services as to those offered hereunder; (vi) interfere with the Services, its security, network and/or the operability of any of the foregoing; or (iv) introduce, post, or upload (A) bugs, time bombs, time locks, traps, trojan horses, or (b) any other harmful code or software that can corrupt or damage data, storage media, programs, equipment, or any hardware used in connection with the Services.
7.4 Access Credentials. You shall: (i) carefully store access credentials used to access the Services and protect them from unauthorized access (and shall be responsible for any and all actions taken using such access credentials); (ii) not gain access to the Services by any means other than means permitted by us; (iii) not circumvent or disclose the authentication or security of the Services or any host, network, or account related to the Services; (iv) not use a false identity or credentials of another Person to gain access to the Services; (v) ensure that any access credentials are used only by the individual who was granted the credentials; and (vi) notify us of any unauthorized use of your access credentials of which you become aware.
8. YOUR REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGMENT OF RISKS
8.1 Your Representations and Warranties. You represent, warrant and covenant that: (i) the information you have provided to us in connection with setting up your account on the app is true, accurate and complete in all respects; (ii) the organization or entity you may be acting on behalf of is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these app Terms of Use; (iii) you have all requisite power and authority to, and no other proceedings on your part are necessary to, execute and deliver these app Terms of Use; (iv) you and the organization or entity you may be acting on behalf of are in compliance with all applicable laws, rules, and regulations, and your performance of your duties and obligations under these app Terms of Use and in connection with your use of the Services shall comply with all applicable laws, rules, and regulations; (v) you have the full legal authority and right (A) to be bound to these app Terms of Use, and (B) to bind the organization or entity you may be acting on behalf of to these app Terms of Use; (vi) you have all rights, title, and interest in and to the Digital Assets; (vii) you have all the rights and requisite authority to submit or otherwise provide the Digital Assets, data or any other materials you provide under and in connection with these app Terms of Use; (viii) any assets, including Digital Assets, subject to the Services are not encumbered or restricted in any manner that would prohibit compliance with these app Terms of Use; (ix) you have the right to access and use the Digital Wallet(s) used in connection with the Services; (x) you understand that the continued ability to provide the Services is dependent on many elements and you understand the risk involved with use of the Services and Supported Blockchains; (xi) you and the organization or entity you may be acting on behalf of are not located in a prohibited jurisdiction; (xii) you and the organization or entity you may be acting on behalf of are not listed by the U.S. Government, or any other government or legal authority, as a prohibited or restricted party; (xiii) you and the organization or entity you may be acting on behalf of 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; (xiv) you are solely responsible for the security, custody and control of any Digital Wallets used in connection with the Services; (xv) you will not use the Services in a manner that infringes, misappropriates or otherwise violates the intellectual property rights and privacy rights of any third party; (xvi) you are not subject to any restriction or prohibition that would limit or prohibit your use of the Services in accordance with these app Terms of Use; and (xvii) the Digital Assets are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of applicable laws, rules, or regulations.
8.2 Acknowledgment of Risk. You understand and agree that: (i) use of the Services exposes you to considerable risk of loss; (ii) you may not earn any Rewards; (iii) the operation of the Services and any resulting Rewards, if any, may depend on services provided by third parties whom we do not control; (iv) Digital Assets and Supported Blockchains are new technologies that currently face uncertain and evolving regulatory requirements in many jurisdictions; and (v) one or more such jurisdictions may, in the future, adopt laws, rules, regulations or directives that affect Digital Assets and/or Supported Blockchains and that may result in sudden changes (A) to the Services, or (b) in connection with your Rewards or Digital Assets. For the avoidance of doubt, we specifically disclaim any liability for any Damages you experience in connection with any of the foregoing.
9. DISCLAIMER
9.1 THE SERVICES AND ANY OTHER PRODUCTS, SOFTWARE OR TECHNOLOGY PROVIDED BY US HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE APP TERMS OF USE, AND HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES 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.
10. LIMITATION OF LIABILITY
10.1 EXCEPT FOR ACTS OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL WE BE LIABLE UNDER THESE APP TERMS OF USE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, DIRECT OR PUNITIVE OR ENHANCED DAMAGES OR LOST PROFITS, INTEREST, ATTORNEYS’ FEES, COMPUTER FAILURE OR MALFUNCTION, DATA LOSS, LOSS OF GOODWILL, OR REVENUE ARISING OUT OF RELATING TO, OR IN CONNECTION WITH THESE APP TERMS OF USE. TO THE EXTENT OUR LIABILITY IS NOT ALREADY EXCLUDED BY THE FOREGOING SENTENCE, OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE APP TERMS OF USE SHALL OTHERWISE BE LIMITED TO AN AMOUNT EQUAL TO ONE HUNDRED U.S. DOLLARS ($100).
10.2 WITHOUT LIMITING ANY OF THE FOREGOING, WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATING TO: (i) YOUR ACTS OR OMISSIONS; (ii) EVENTS DESCRIBED IN SECTION 2.3; (iii) EVENTS DESCRIBED IN SECTION 2.4; (iv) EVENTS DESCRIBED IN SECTION 2.5; (v) EVENTS DESCRIBED IN SECTION 3.1; (vi) EVENTS DESCRIBED IN SECTION 5; (vii) FORCE MAJEURE EVENTS; (vi) DOWNTIME FOR UPGRADES TO AND MAINTENANCE OF THE SERVICES; (vii) YOUR FAILURE TO PROVIDE THE CORRECT WITHDRAWAL ADDRESS FOR EARNED REWARDS (IF APPLICABLE); (viii) MISSED REWARDS; OR (ix) SLASHING PENALTIES.
10.3 THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET OUT IN THIS SECTION 10 APPLY TO ANYTHING OR ANY CLAIM(S) RELATED TO THESE APP TERMS OF USE OR THE SERVICES AND ANY OTHER MATERIALS PROVIDED HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. INDEMNIFICATION
11.1 You shall indemnify, defend and hold us and our representatives, officers, directors, employees, successors and assigns harmless from and against any losses suffered by us arising from: (i) your breach of these app Terms of Use, (ii) a breach of your representations and warranties and/or covenants made hereunder, (iii) your use of the Services in violation of these app Terms of Use, (iv) your infringement, misappropriation, or violation of the rights of any other person or entity, (v) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the Services, and (vi) violation of any law or applicable regulation. If you are obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.
12. MISCELLANEOUS
12.1 Governing Law. These app Terms of Use 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 choice of law provisions thereof.
12.2 Severability. If any provision of these app Terms of Use or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of these app Terms of Use and the application of that provision to other persons or circumstances is not affected thereby, and that provision will be enforced to the greatest extent permitted by applicable laws.
12.3 Waiver. No waiver of any right under these app Terms of Use will be of any effect or binding upon anyone unless such waiver is in writing and is signed by an authorized representative of the party so waiving such right. No delay or failure of any party in exercising any right hereunder and no partial or single exercise of any such right will be deemed of itself to constitute a waiver of such right or other rights hereunder.
12.4 No Third-Party Beneficiaries. The provisions hereof are solely for the benefit of the parties and are not intended to, and will not be construed to, confer a right or benefit on any other person.
12.5 Assignment. You shall not assign or transfer (whether by operation of law or otherwise) these app Terms of Use (or any rights or obligations hereunder) to a third party.
12.6 Force Majeure. No party will be held liable or responsible to any other party nor be deemed to have breached these app Terms of Use for failure or delay in fulfilling or performing any provision hereunder when such failure or delay results from causes beyond the reasonable control of the affected party, which may include, but is not limited to: (i) functionality or operations of the Supported Blockchains (including, but not limited to, as described in Section 2.3); (ii) protocol-level failures caused by bugs, supported Digital Asset maintenance, malfunctions, upgrades, defects or other failures in the operations of the Supported Blockchains; (iii) unavailability of or interruption or delay in telecommunications or third party services; (iv) any acts or omissions of any third party service provider; (v) acts of hackers or other malicious actors; (vi) acts of a governmental body; (vii) embargoes; (viii) acts of war (whether declared or not) or armed conflict; (ix) insurrections, riots, civil commotions, or sabotage; (x) acts of terrorism; (xi) strikes, lockouts or other labor disturbances; (xii) shortages or unavailability of materials or resources; (xiii) pandemics or epidemics; (xiv) natural disasters, fire, or extreme weather events; or (xv) acts of God (collectively, “Force Majeure Events“). The affected party will notify the other party of such Force Majeure Event as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such Force Majeure Event.
12.7 External Resources. The app may contain links to third-party services, websites, smart contracts or content (“External Resources“). Such External Resources are provided solely as a convenience to you and not as an endorsement by us of the content on such External Resources. The content of such External Resources is developed and provided by others. You should contact the site administrator or webmaster for those External Resources if you have any concerns regarding such links or any content located on such External Resources. We are not responsible for the content of any linked External Resources and do not make any representations regarding the content or accuracy of materials on such External Resources. You should take precautions when: (i) using or interacting with such External Resources; or (ii) downloading files from all websites to protect your computer from viruses and other destructive programs. Your use of any External Resources is at your own risk and is subject to the terms and conditions of use for such External Resources, and you are advised to review such terms and conditions before accessing any External Resources. We are not liable to you in any way, either directly or indirectly, for any content, errors, or Damages caused by or in connection with use of or reliance on information contained in or provided to External Resources.
12.8 Exclusive Forum. Any claim, dispute, or controversy arising out of or relating to the Services or these app Terms of Use (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 Toronto, Ontario unless otherwise agreed by the parties in writing. 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.
12.9 Class Action Waiver. Notwithstanding anything to the contrary contained herein, any arbitration pursuant to these app Terms of Use must be on an individual basis. As a result, you may not join or consolidate claims in an arbitration by or against any other person, or litigate in court or arbitrate any claims as a representative or member of a class or private attorney general action.