Figment

Delegation & Staking Agreement

*** Revised December 18th, 2020 ***

ONLINE STAKING & DELEGATION SERVICES AGREEMENT

This Online Delegation & Staking Services Agreement is between Figment Inc., a Canadian corporation with a place of business at 107 Galley Ave, Toronto, Ontario (“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 to Figment. No signature of either Party is required for this Agreement to be legally binding against each Party. This Agreement is legally binding on the Effective Date (as defined below).

RECITALS:

  1. Some cryptocurrency protocols achieve consensus among distributed nodes through a system known as “proof-of-stake”;
  2. Generally, a proof-of-stake system requires the protocol’s token-holders to stake their tokens to participate in the consensus validation process;
  3. A proof-of-stake system enables at least one of the staking token-holders to validate and sign the next definitive serial transaction record;
  4. To incentivize staking and validation, the proof-of-stake system grants additional tokens as an award for performing staking processes;
  5. Because validating and signing transaction records requires certain computational infrastructure, some token-holders choose to delegate management of staking processes to third-party validators;
  6. Figment offers non-custodial validation-as-a-service to other token-holders through Figment’s proprietary computational systems that facilitate the management of delegated staking processes; and
  7. Delegator owns tokens and wishes to delegate management of the staking of its tokens to Figment on the terms of this Agreement.
  8. 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. Additional Terms” means certain terms in respect of the delegation of Tokens of each Supported Blockchain, as described in the Schedules attached to this Agreement. The Additional Terms are subject to the protocols of the Supported Blockchain and changes of such protocols imposed by the respective Supported Blockchain.  
  2. Affiliate” means, with respect to any entity, any other entity 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.
  3. Agreement” means this Online Staking & Delegation Services Agreement, dated the Effective Date, between Figment and Delegator, and includes the Additional Terms and under Section 11.1 the Terms of Service and Privacy Policy, as any of the foregoing may be updated, supplemented, or amended from time to time.
  4. Blockchain Protocols” means any protocols or operations of the Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.
  5. 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, or data; and (ii) with respect to Delegator, any non-public information or material regarding Delegator’s legal or business affairs, financing, customers, properties, or data.  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. 
  6. Delegator’s Rewards” means the Net Rewards described at Sections 5.1(a).
  7. Effective Date” means the date on which Delegator first delegates any Token(s) to Figment.
  8. Force Majeure Events” has the meaning given to it in Section 15.10.
  9. Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.
  10. Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any), as further described in the Additional Terms. 
  11. Party” means Figment or Delegator, as applicable; and “Parties” means, together, Figment and Delegator.
  12. Person” means any individual, organization, business, partnership, entity, corporation, or government.
  13. Platform” means Figment’s proprietary computational infrastructure or platform that it uses to perform the Services.
  14. 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.
  15. Rewards” means any rewards granted by the Supported Blockchain, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by the Supported Blockchain and received by Figment or Delegator, as applicable, in connection with the performance of the Services. 
  16. Services” means the exercise by Figment of Token Rights on behalf of Delegator under this Agreement, as described in Section 3.1.
  17. Slashing Penalties” means any penalty or reduction of Rewards applied by the Supported Blockchain.
  18. 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. The Supported Blockchains and some applicable terms are identified in the Additional Terms. 
  19. Term” has the meaning given to under Section 8.1.
  20. Token” means any digital blockchain assets (whole or fractional) that Delegator has delegated to Figment in accordance with the protocol of the applicable Supported Blockchain.
  21. Token Rights” means, together, Validation Rights and Voting Rights.
  22. Validation Rights” means rights of a Token owner to validate and sign the next definitive serial transaction record on a Supported Blockchain. 
  23. Voting Rights” means rights of a Token owner to vote upon proposals related to the operation and governance of the respective Supported Blockchain. 
  24. Website” means https://figment.io.
  25. DELEGATION
    1. Subject to the protocols of the Supported Blockchain and unless otherwise provided in the Additional Terms, by interacting directly with the protocols of the Supported Blockchain:
      1. Delegator may delegate any number of Tokens to Figment under this Agreement at any time during the Term; and
      2. Delegator may initiate the process of withdrawing its Tokens at any time.
    2. Delegator shall not delegate any Tokens to Figment hereunder if Delegator could reasonably expect that any condition described in Section 6.1(b) to and including (e) 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 and initiate the process of withdrawing its Tokens.
  26. Services
    1. Services.  Subject to the terms of this Agreement, Figment will perform the following services in any manner considered reasonable by Figment in its sole discretion to (together, the “Services“):
      1. stake the Tokens by exercising the Validation Rights in a manner reasonably intended to generate Net Rewards; and
      2. vote the Tokens by exercising the Voting Rights in a reasonable manner, unless the Delegator elects to exercise the Voting Rights in accordance with the protocols of the applicable Supported Blockchains.
    2. Consolidation. Figment may perform the Services in any commercially reasonable manner, including by consolidating 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.
  27. WITHDRAWAL & Unbonding
    1. Tokens withdrawn by Delegator may be subject to unbonding periods imposed by the protocols of the Supported Blockchain.
    2. Tokens and Net Rewards may be unavailable to Delegator during the unbonding periods and subject to other restrictions imposed by the Supported Blockchain.
    3. Figment will not be liable for any losses, liabilities, damages, reductions in value, or foregone opportunities incurred by Delegator in connection with the events described in Section 4.1.
  28. REWARDS
    1. Transfer of Net Rewards.  The Parties acknowledge that the performance of the Services by Figment is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows:
      1. to Delegator by transferring Net Rewards to the wallet address from which Delegator delegated the Tokens to Figment under this Agreement;
      2. to Figment as a service fee; and
      3. the Net Rewards may be in the same denomination as the Tokens that Delegator delegated to Figment under this Agreement.
    2. Section 5.1 is subject to the protocols of the Supported Blockchain and any variations to Section 5.1 under the Additional Terms.
    3. Rewards Not Guaranteed.  Delegator acknowledges that the transfer of Net Rewards by the Supported Blockchain is not guaranteed, Delegator may not receive the Delegator’s Rewards, and that Figment is not responsible in any way for any failure by the Supported Blockchain to transfer Net Rewards to Delegator or the loss, destruction or transfer of Net Rewards to the incorrect wallet address of Delegator.
    4. Protocol Changes, Airdrops & Forks
      1. The Parties acknowledge and agree that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of Figment and that, therefore, except as may be otherwise provided in this Agreement:
        1. Figment may respond to protocol changes, airdrops or forks in any way that Figment determines appropriate in its sole discretion acting reasonably; 
        2. the exercise by Figment of any right or power that is available to it in its capacity as a validating node on the Supported Blockchain shall not constitute a breach or violation any obligation owed by Figment to Delegator under this Agreement; and
        3. 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.
      2. In the event that a Supported Blockchain undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the Additional Terms if determined by Figment in its sole discretion.
  29. Conditions
    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 the time(s) of performance of the Services:
      1. the Supported Blockchain has selected Figment to operate a validator node on the Supported Blockchain; 
      2. the covenants and obligations of Delegator under this Agreement are performed and satisfied;
      3. the representations and warranties of Delegator set forth in Section 12 are true, accurate and complete as of all times on and after the date of this Agreement during the Term; 
      4. neither the delegation by Delegator of the Token Rights to Figment, nor Figment’s performance of 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 Delegator or Figment is a party or by which Delegator or Figment is bound, including this Agreement and the protocols of the Supported Blockchain; and
      5. without limiting the generality of the foregoing, under applicable Law:
        1. Figment is not deemed to be a “money transmitter” or a similar classification in accordance with applicable anti-money laundering, anti-terrorist or anti-terrorist financing, know-your-customer or similar Laws; and
        2. the performance of this Agreement, including the Services, by Figment does not require any licenses, permits, or registrations (in respect of securities Law or otherwise) not possessed by Figment.
  30. Taxes
    1. 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 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 and its indemnified parties as described herein in respect of all Taxes levied, applied or assessed by any governmental authority on any Net Rewards and other amounts receivable or received by Delegator in connection with this Agreement, in accordance with Section 14.
    2. 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 any Law, applicable Tax and other obligations of Delegator related to the entering into and performance of this Agreement. 
  31. TERM, TERMINATION, AND survival
    1. Term.  The term of this Agreement (the “Term“) commences on the Effective Date and shall continue in effect until terminated in accordance with Section 8.2.  
    2. Termination.  Either Party may, any time and for any reason whatsoever, terminate this Agreement (i) on delivery of written notice of termination to the other Party, (ii) in the case of Delegator, by withdrawing its Tokens, or (iii) 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 any restrictions on termination provided in the Additional Terms and the terms of the Supported Blockchain.
    3. Effect of Termination.  Upon any termination of this Agreement: 
      1. Delegator will cease delegating Tokens to Figment; 
      2. Delegator will initiate re-delegation and unbonding of the Tokens, as applicable;
      3. Delegator will make payment of all outstanding amounts owing to Figment under this Agreement; and
      4. 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, subject to applicable Law. 
    4. Survival.  The following provisions will survive any expiration or termination of this Agreement:  Section 1, 4.3, 5.2 to and including 5.4, 6, 7, 8.3, 8.4, 9, and 10 to and including 15.
  32. CONFIDENTIALITY

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 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 party other than its employees, contractors, and advisors, as reasonably required to perform this Agreement provided they are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.  If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party 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.  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.

  1. INTELLECTUAL PROPERTY

All right, title, and interest in and to the Platform and the Website, including all modifications, improvements, adaptations, and enhancements made thereto, are and shall remain sole and exclusive property of Figment.  

  1. LIMITATIONS OF USE
    1. The Terms of Service (https://figment.io/resources/terms-of-use-sla/) and Privacy Policy (https://figment.io/resources/privacy-policy/) of Figment provided on the Website govern the accessand use of the Website by Delegator and are incorporated into this Agreement.  
    2. 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 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 (A) in violation of any Law or regulation, (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. 
    3. Delegator acknowledges and agrees that Figment will not accept or take custody over any Rewards on behalf of Delegator, has no responsibility or control over whether the 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 this Agreement.
  2. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
    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:
      1. 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; and
      2. 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 to or affecting the enforcement of creditors’ rights generally and principles of equity. 
    2. Representations and Warranties of Delegator.  In addition to the representations and warranties set forth in Section 12.1, Delegator represents and warrants to Figment, as of the Effective Date and each date on which Delegator delegates Token Rights to Figment, that:
      1. Delegator has all right, title, and interest in and to the Tokens;
      2. The execution, delivery, and performance of this Agreement 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; 
  1. Delegator is not entering into this Agreement 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;
  2. 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 by Delegator to Figment) does not (a) represent or constitute a loan or a contribution of capital to, or other investment in, Figment; (b) 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 (c) create or imply any fiduciary or other agency relationship between Figment (or any of its directors, officers, employees, agents, or Affiliates) and Delegator or entitle Delegator to any fiduciary duty or similar duty on the part any of the foregoing Persons;
  3. 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), the Foreign 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;
  4. Delegator has not (and, if Delegator is a Business Entity, Delegator’s Representatives 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; 
  5. Delegator is not (and, if Delegator is a Business Entity, Delegator’s Representatives are not) (i)a Person described or designated in the Specifically Designated Nationals and Blocked Persons List of the U.S. Department of Treasury Office of Foreign Assets Control, 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’s Special Economic Measures Act, United Nations Act, Justice for Victims of Corrupt Foreign Officials Act, Freezing of Assets of Corrupt Foreign Officials Act, or the United Nations Security Council Consolidated Sanctions List or (ii) engaged in any dealings or transactions with any such Person;
  6. 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 United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially 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 home country. Delegator is not, and is not owned or controlled by, or acting on behalf of, any Person 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. 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
  7. Delegator is sophisticated and experienced in using and evaluating the Supported Blockchain and applicable protocols and related technologies. Delegator has conducted its own due diligence and analysis of the Supported Blockchain 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. 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.
  8. DisclaimerExcept as expressly set forth herein, the Services, the Platform, the Website, their components, and any other materials or services provided hereunder are provided “as is” and “as available”. 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, including 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 warranty, the scope and duration of such warranty will be reduced the minimum permitted under such Law. Without limiting the foregoing, Figment makes no representations or warranties with regard to the amount of Net Rewards that may be generated under this Agreement.
  9. LIMITATION OF LIABILITY
    1. In no event will Figment be liable or responsible in any way 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, including the Services, regardless of whether Figment was advised, had other reason to know, or in fact knew of the possibility thereof.
    2. 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.
    3. Without limiting the foregoing, Figment will not be liable to Delegator or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchain or any Force Majeur Event.
  10. INDEMNIFICATION

Delegator (in such capacity, the “Indemnifying Party“) shalldefend, indemnify, and hold harmless the Figment and its Affiliates and their respective officers, directors, shareholders, managers, and employees (together, the “Indemnified Party“), as applicable, from all liabilities, damages, costs, and reasonable expenses (including reasonable attorneys’ fees) incurred by any Indemnified Party in connection with any third-party (including governmental) action, claim, proceeding, or any other damage, cost or liability (each, a “Claim“) arising from or in connection with the Indemnifying Party’s breach or non-performance of its covenants and representations and warranties under this Agreement; provided that the foregoing obligations shall be subject to the Indemnified Party providing the Indemnifying Party, at the expense of the Indemnifying Party, with reasonable cooperation in the defense of the Claim. For clarity, the Indemnified Party shall be entitled to maintain sole control over the defense and negotiations of the Claim for a settlement or other resolution, and the same shall not waive or reduce the obligations of the Indemnifying Party hereunder. 

  1. GENERAL PROVISIONS
    1. Interpretation
      1. Headings. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.
      2. 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.
      3. 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.
      4. Other Terms.
        1. The words “including”, “includes”, and “include” mean “including (or includes or include) without limitation”.
        2. Any reference in this Agreement to a Person includes his, her, or its heirs, administrators, executors, legal representatives, successors, and permitted assigns, as applicable. 
        3. Any reference in this Agreement to gender includes all genders, and words importing the singular number only include the plural and vice-versa.
    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.  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 heirs, estates, legal representatives, successors, and permitted assigns, as applicable.  
    3. Waiver.  No failure or delay by Figment in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy. 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 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. 
    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 choice of Law provisions thereof.  
    5. Exclusive ForumIf any claim, dispute, or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, such dispute shall be resolved by private, confidential and binding arbitration.  Such arbitration shall be conducted by a single arbitrator.  The arbitrator shall be appointed by 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 in writing.  The arbitration procedure to be followed shall be agreed 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. 
    6. 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.
    7. Notices. All notices required under this Agreement must be delivered by email to the personnel designated below.  Such notices shall be effective upon actual receipt by the other Party. 

To Figment: c/o Lorien Gabel, CEO, at lorien@figment.io

To Delegator: at the address identified in any notice delivered by Delegator to Figment under Section 15.7.

  1. 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. 
  2. 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.
  3. 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“). 
  4. Third-Party Beneficiaries.  Except as set forth in Section 14, there are no third-party beneficiaries under this Agreement.
  5. ModificationsAny modification or amendment to this Agreement must be in writing signed by both Parties or is null and void, subject to Section 5.4(b).
  6. Paramountcy.  Without limiting the foregoing, if there would otherwise be any legally binding agreement involving Delegator and Figment that is implied by or embodied in the protocols of the Supported Blockchain that conflicts or is inconsistent with this Agreement, this Agreement shall prevail over such other agreement to the extent of the inconsistency.
  7. Currency. All dollar ($) amounts identified in this Agreement are denominated in U.S. dollars.
  8. 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.  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. This Agreement shall be effective upon any delegation of Tokens to Figment by Delegator notwithstanding the non-execution or delivery of this Agreement by either Party.

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

      [The rest of this page is intentionally blank.]SCHEDULE A
ADDITIONAL TERMS FOR TEZOS BAKER DELEGATION SERVICE

  1. Subject to protocol changes, this Supported Blockchain does not apply Slashing Penalties against delegated Tokens. 
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time.
  5. Awards Service Level Agreement: Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Tezos network maintenance, software bugs native to Tezos, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward. 
  6. Fee Schedule 

Base service fee rate of 8% of block and transaction fees.

SCHEDULE B
ADDITIONAL TERMS FOR LIVEPEER ORCHESTRATOR DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement. 
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time subject to network unbonding periods.
  5. Awards Service Level Agreement: Figment will compensate Delegator for missed Net Rewards  (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Livepeer network maintenance, software bugs native to Livepeer, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement. Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.

SCHEDULE C
ADDITIONAL TERMS FOR COSMOS HUB ATOM DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment, subject to protocol changes of the Supported Blockchain.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time subject to network unbonding periods, network availability and Supported Blockchain protocols.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Cosmos Hub network maintenance, software bugs native to the Cosmos Hub blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 9% of block and transaction fees.

SCHEDULE D
ADDITIONAL TERMS FOR IRISnet IRIS DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time, subject to network unbonding periods and Supported Blockchain protocols.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or IRISnet Network maintenance, software bugs native to the IRISnet blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule

Base service fee rate of 15% of block and transaction fees.

SCHEDULE E
ADDITIONAL TERMS FOR TERRA – LUNA TOKEN DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment hereunder.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time subject to onchain un-bonding requirements (21 days).
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Terra Network maintenance, software bugs native to the Terra blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement. Subject to the foregoing sentence, Figment shall remit such missed Net Rewards due to Delegator within 90 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 12% of block and transaction fees.

SCHEDULE F
ADDITIONAL TERMS FOR KUSAMA KSM NOMINATING SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment to Figment.
  3. Figment never takes custody of Delegator’s Tokens.
  4. Delegator can transfer or withdraw Delegator’s KSM Tokens at any time subject to network unbonding periods and test-net decentralization being enabled.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Kusama Network maintenance, software bugs native to the Kusama blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit such missed Net Rewards due to Delegator within 90 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 4% of block and transaction fees.

SCHEDULE G
ADDITIONAL TERMS FOR KAVA STAKING AND DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s KAVA Tokens.
  4. Delegator can transfer or withdraw Delegator’s KAVA Tokens at any time subject to network unbonding periods.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Kava Network maintenance, software bugs native to the Kava blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit such missed Net Rewards due to Delegator within 90 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.

SCHEDULE H
ADDITIONAL TERMS FOR OASIS STAKING AND DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s OASIS Tokens.
  4. Delegator can transfer or withdraw Delegator’s OASIS Tokens at any time subject to network unbonding periods.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or OASIS Network maintenance, software bugs native to the OASIS blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit such missed Net Rewards due to Delegator within 90 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Figment’s OASIS delegators will be eligible to share pro-rata of their delegation amounts up to 33% of Figment’s rewards from the OASIS incentivized testnet.
  8. Delegator will not receive more than seven percent of Figment’s rewards from the OASIS incentivized testnet.
  9. Fee Schedule

Base service fee rate of 10% of block and transaction fees.

SCHEDULE I
ADDITIONAL TERMS FOR CELO STAKING AND DELEGATION SERVICE

  1. Delegator may be subject to missed Net Rewards when delegating cGLD Tokens.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s cGLD Tokens.
  4. Delegator can transfer or withdraw Delegator’s cGLD Tokens at any time subject to network unbonding periods.
  5. Fee Schedule 

Base service fee rate of 0% of CELO reward distributions.

SCHEDULE J
ADDITIONAL TERMS FOR NUCYPHER NU DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time subject to network lock periods.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or NuCypher Network maintenance, software bugs native to the NuCypher blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule

Base service fee rate of 10% of block and transaction fees.

SCHEDULE K
ADDITIONAL TERMS FOR THE OAN AION DELEGATION SERVICE

  1. There are no minimum or maximum number of AION Tokens that Delegator may delegate to Figment.
  2. Figment never takes custody or control of Delegator’s AION Tokens.
  3. Delegator can transfer or withdraw Delegator’s delegated AION Tokens at any time subject to network unbonding periods.
  4. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or The OAN network maintenance, software bugs native to The OAN blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  5. Rewards and standard service fees are transferred on-chain.  
  6. Fee Schedule 

Base service fee rate of 9% of block and transaction fees.

SCHEDULE L
ADDITIONAL TERMS FOR POLKADOT DOT NOMINATING SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment to Figment.
  3. Figment never takes custody of Delegator’s Tokens.
  4. Delegator can transfer or withdraw Delegator’s DOT Tokens at any time subject to network unbonding periods, network transfers being enabled, and network availability.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or Polkadot Network maintenance, software bugs native to the Polkadot blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit such missed Net Rewards due to Delegator within 90 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.

SCHEDULE M
ADDITIONAL TERMS FOR KEEP STAKING AND DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s KEEP or ETH Tokens.
  4. Delegator can transfer or withdraw Delegator’s KEEP Tokens at any time following the staking commitment period selected.
  5. Delegator is bound to a minimum period of 6 months when staking ETH Tokens. 
  6. Keep Awards Service Level Agreement:  Figment will compensate Delegator for missed Keep Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) to the extent arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Keep Net Rewards to the extent arising from Delegator’s acts or omissions, scheduled Figment or Keep Network maintenance, software bugs native to the Keep Network, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Figment shall remit any missed Keep Net Rewards due to Delegator within 90 days of the missed Keep Net Reward.
  7. Rewards minus the service fee will be transferred to the Delegator on a monthly basis. 
  8. KEEP Fee Schedule

Base service fee rate of 10% of block and transaction fees.

  1. ETH Fee Schedule

Base service fee rate of 10% of block and transaction fees.

SCHEDULE N
ADDITIONAL TERMS FOR BANDCHAIN BAND DELEGATION SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time subject to network unbonding periods and network availability.
  5. Awards Service Level Agreement:  Figment will compensate Delegator for missed Net Rewards (of at least $500 per event, with the conversion from Tokens to dollars being computed at the exchange rate as Figment may determine in its sole discretion) arising from any failure of Figment to use commercially reasonable efforts to perform the Services in accordance with Section 3.1, excluding missed Net Rewards arising from Delegator’s acts or omissions, scheduled Figment or BandChain network maintenance, software bugs native to the BandChain blockchain, acts by a hacker or other malicious actor, or Force Majeure Events, in each case in accordance with the terms of the Agreement.  Subject to the foregoing sentence, Figment shall remit any such missed Net Rewards due to Delegator within 60 days of the missed Net Reward.
  6. Rewards and standard service fees are transferred on-chain.  
  7. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.

SCHEDULE O
ADDITIONAL TERMS FOR FLOW DELEGATION SERVICE

  1. Subject to protocol changes, this Supported Blockchain may not apply Slashing Penalties against Tokens delegated by Delegator under this Agreement. 
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time.
  5. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.

SCHEDULE P
ADDITIONAL TERMS FOR SKALE SKL STAKING SERVICE

  1. This Supported Blockchain may apply Slashing Penalties in connection with Tokens delegated by Delegator under this Agreement after the first three months of staking from Mainnet launch.
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment to Figment.
  3. Figment never takes custody of Delegator’s Tokens.
  4. Delegator can transfer or withdraw Delegator SKL Tokens at any time subject to network unbonding and stake periods.
  5. Rewards and standard service fees are transferred on-chain.  
  6. Fee Schedule 

Base service fee rate of block and transaction fees as follows:

3 months stake period 

<15,000,000 SKL = 18% fee rate 

15M – 30M SKL = 17% fee rate 

30M -45M SKL = 16% fee rate 

45M-60M SKL = 15% fee 

60M+ SKL = 14% fee 

6 months stake period 

<15,000,000 SKL = 16% fee rate 

15M – 30M SKL = 15% fee rate 

30M -45M SKL = 14% fee rate 

45M-60M SKL = 13% fee 

60M+ SKL = 12% fee 

12 months stake period 

<15,000,000 SKL = 14% fee rate 

15M – 30M SKL = 13% fee rate 

30M -45M SKL = 12% fee rate 

45M-60M SKL = 11% fee 

60M+ SKL = 10% fee

SCHEDULE Q
ADDITIONAL TERMS FOR AUDIUS ($AUDIO) DELEGATION SERVICE

  1. Subject to protocol changes, this Supported Blockchain may not apply Slashing Penalties against Tokens delegated by Delegator under this Agreement. 
  2. There are no minimum or maximum number of Tokens that Delegator may delegate to Figment.
  3. Figment never takes custody or control of Delegator’s Tokens.
  4. Delegator can transfer or withdraw its delegated Tokens at any time.
  5. Fee Schedule 

Base service fee rate of 10% of block and transaction fees.