These Terms of Service for Luganodes FZE ("Terms") regulate the services provided by Luganodes, a private limited company based in UAE ("Luganodes"), and the user ("User") as described in "LUGANODES FZE SERVICES" below.
User agrees to be bound by these Terms by delegating Tokens to Luganodes (= action suggesting intent). If the User does not agree with, understand, or is unable to comply with these Terms, the User shall not delegate its Tokens to Luganodes. As a result, before delegating Tokens to Luganodes, please carefully read these Terms.
Please contact us at [email protected] for any questions or issues.
HENCE, acknowledging the mutual agreements contained below, Luganodes and User hereby agree as follows:
1. IMPORTANT TERMS AND RULES OF INTERPRETATION
1.1 Certain Definitions and Rules of Interpretation. The terms defined in this section, whenever used in these Terms shall have the meanings defined below:
"Affiliate" implies, concerning any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.
"Block Rewards" means additional tokens that are newly minted as an increase to the total supply of tokens.
"Disputes" has the meaning assigned to such a term in section 6.2.
"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial, or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
"hereof," "herein," "hereunder," "hereby" and words of similar import will unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.
"include(s)" and "including" shall be construed to be followed by the words "without limitation" unless the context requires otherwise.
"Laws" means all laws, statutes, legal requirements, ordinances, rules, rulings, regulations, judgments, injunctions, orders, and decrees enacted, promulgated, or issued by any Governmental Authority.
"Network": A "Proof-of-Stake Network" is a digital blockchain ledger whereon transactions in digital tokens are recorded and stored as a result of the coordinated activities of a distributed, peer-to-peer network ("Network") of software clients ("Nodes") running a consensus protocol.
"or" shall be construed to be the "inclusive or" rather than "exclusive or" (i.e., shall be read as "and/or") unless the context requires otherwise.
"Person" means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
"Service Fees" means the amount paid to Validator Nodes for exercising Users’ Validation Rights on the Network. Service Fees are usually expressed as a percentage of the total Block Rewards and Transaction Fees earned.
"Token" means any amount (including any fractional amount) of digital tokens transacted on the Network with transactions being recorded on the blockchain.
"Transaction Fees" means any amount of digital tokens paid to the Network by transactions. A part or the entirety of digital tokens paid in that way may be distributed to Users exercising their Validation Rights and Validator Nodes on the Network.
"User" is a holder of Tokens who delegates Tokens to Luganodes to be eligible to receive Block Rewards and Transaction Fees by exercising its Validation Rights on the Network.
"Validator Node": for purposes of network efficiency, only a limited number of Nodes are permitted to exercise Validation Rights on the Network at any given time.
"Validation Rights": users owning Tokens native to a specific Network can participate in maintaining the Network, where the amount of Tokens owned in relation to the total supply of Tokens in the Network is indicative of their Validation Rights within the Network. Validation Rights can be delegated to Validator Nodes on the Network allowing any Token holder to participate in maintaining the Network.
The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.
LUGANODES FZE SERVICES
2.1 Services: The software and infrastructure required to run a Validator Node on the Network are managed by Luganodes. When Luganodes is chosen to run a Validator Node on the Network, Luganodes provides services to the User by allowing the User to exercise its Validation Rights on the Network via Luganodes' Validator Node in exchange for Service Fees. The User is a Token holder who ceded tokens to Luganodes in order to receive Block Rewards and Transaction Fees by exercising its Validation Rights on the Network.
2.2 Responsibility: Subject to these Terms, including the User Eligibility Conditions, Luganodes will use commercially reasonable efforts to operate the Validating Node in a way that facilitates the exercise of the User's Validation Rights with regard to the User's Tokens, if any, that are Delegated to Luganodes as of such times, during the times, if any, that Luganodes is one of the Persons chosen on the Network to operate a Validating Node (such operation of the Validating Node, the "Services"). In accordance with relevant industry standards, Luganodes runs the Service with diligence and professionalism.
2.3 Conditions Precedent to Luganodes' Service Obligations
Luganodes shall not have any obligation to perform the Services at any time if any one or more of the following conditions precedent is not satisfied as of such time:
The User understands and agrees that the Network's technologies and activities are unique, experimental, and speculative and that there is significant uncertainty regarding the application of existing Law to them. As a result, without limiting the generality of the foregoing or any other provision of these Terms, circumstances in which one or more of the aforementioned conditions precedents may fail to be met or Luganodes may have a claim against User for an improper delegation include, but are not limited to:
The user acknowledges and understands that due to the permissionless, decentralized design of the Network:
(c) If User can reasonably expect that any of the conditions described in clause "(a)" above will not be satisfied before Delegating Validation Rights to Luganodes, User shall not Delegate any Validation Rights to Luganodes, and if User can reasonably expect that any of such conditions will no longer be satisfied after Delegating Validation Rights to Luganodes, User shall immediately revoke such Delegation.
(d) Without limiting the generality of Section 8.9, User acknowledges and agrees that by providing Services to User while having no specific knowledge that such condition is not satisfied with respect to User, the Network shall not be deemed to have waived any of the conditions described in clause "(a)" above, or waived or released any claim, right, power, privilege, or remedy related thereto, and may terminate its Services to User after learning of such non-satisfaction. User may be responsible to Luganodes for monetary or other damages if it Delegates its Validation Rights to Luganodes or fails to rescind a previously made Delegation when any of the conditions mentioned in clause "(a)" above is not met.
2.4 Validator Node Status is not guaranteed:
There can be no guarantee or assurance that Luganodes will function as a Validator Node at all or for any certain amount of time, and Luganodes makes no representation, warranty, or promise to that effect. The failure of Luganodes to become or remain a Validator Node shall not constitute a violation of any part of these Terms or create any liability or obligation of Luganodes to the User.
2.5 Fork Handling:
Like other decentralized, open-source blockchains and blockchain protocols, the Network may experience "forks." Forks occur when some or all of the people running the software clients for a specific blockchain adopt a new client or a new version of an existing client that: (a) changes the protocol rules in a backward-compatible or backward-incompatible way that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the protocol's future operation; or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious," and as a result, two or more lasting alternate versions of the protocol or blockchain may be perceived or claimed to be the genuine continuation of the original. Luganodes may be unable to predict, control, or influence the incidence or result of Network or other blockchain splits, and assumes no risk, responsibility, or duty in this regard. Without limiting the extent of the foregoing, Luganodes assumes no duty for informing Users of pending, threatened, or actual forks. Luganodes will respond to any forks in its full and absolute discretion, and Luganodes shall have no duty or liability to the User if such action benefits Luganodes at the expense of the User. Without limiting the generality of the preceding, Luganodes' possible and permissible responses to a fork include, among other things, (i) continuing to serve as a Validating Node on both chains; (ii) serving as a Validating Node only on one chain; (iii) ceasing to serve as a Validating Node on both chains; or (iv) switching from serving as a Validating Node on one such chain to serving as In the case of a Network fork, the same amount of tokens/Validation Rights that were bonded/Delegated to Luganodes on the original chain will be bonded/Delegated to Luganodes on the forked chain by default. If Luganodes does not choose to support both chains, the User's Validation Rights and Voting Rights on the unsupported chain may go unexecuted, and the User may temporarily or permanently lose tokens, Block Rewards, or Transaction Fees on the unsupported chain. User assumes full responsibility for autonomously staying informed about prospective forks and managing User's interests in connection with them, including possibly withdrawing a Delegation to the public key of Luganodes' Validator Node on a fork that Luganodes does not support.
2.6 Selective Code Deference:
Except as otherwise specified in these Terms, the outcomes of Network operation shall be determinative of the rights and duties of and shall be final, binding on, and non-appealable by, each of the parties to these Terms. Without limiting the generality of the foregoing, User acknowledges and agrees that taking any action or exercising any right, power, or privilege that a Validating Node on the Network may take or exercise shall not constitute a breach, violation, or contravention of these Terms or any duty or obligation owed by Luganodes to User and that any percentage of Block Rewards, Transaction Fees, or other rewards paid to Luganodes as a consequence of Network operation constitute Service Fees and shall be the exclusive and exclusive property of Luganodes, with no claim, rights, or interests in them. In the event that any legally binding contract or agreement between or involving User and Luganodes that is implied by, or embodied in, the machine, assembly, or other code involved in, or the results of operation of, the Network or any blockchain thereof conflicts or is inconsistent in any manner with these Terms, these Terms shall take precedence over such other contract or agreement.
3. REPRESENTATIONS AND WARRANTIES OF USER
User represents and warrants to Luganodes that, as of the date of entering into these Terms and any subsequent date, User possesses any Validation Rights Delegated to Luganodes:
If User is an individual, User is of legal age in the jurisdiction where User resides and is of sound mind and body. If User is a business entity, it is properly organized, legitimately existing, and in good standing under the laws of the jurisdiction in which it is organized, and it possesses all of the necessary power and authority for a business entity of its kind to carry on its business as it is presently carried on.
3.2 Power and Authority:
The User possesses all of the necessary ability, power, and authority to accept the terms and conditions of these Terms, as well as to carry out and execute its duties under these Terms. These Terms are a legal, legitimate, and binding obligation of User that can be enforced against User in line with their terms.
3.3 No Conflict; Compliance with Law:
User's acceptance of these Terms and delegation of its Validation Rights to Luganodes do not constitute, and cannot reasonably be expected to result in (with or without notice, a lapse of time, or both) a breach, default, contravention, or violation of any Law, regulation, decree, or legal restriction, tax regulation or obligation, or any order or judgment of any court or other government agency applicable to User, or contract or agreement to which User is a party. User specifically acknowledges that it will completely comply with all applicable laws and regulations, including the Swiss Anti-Money Laundering Act, the Swiss Banking Act, the Swiss Financial Services Act, the Swiss Collective Investment Schemes Act, and the Swiss Collective Investment Schemes Act, and any other equivalent laws and regulations.
3.4 Persons Subject to Sanctions:
User is not, and is not owned or controlled by, or acting on behalf of, any other Person identified on any list of prohibited parties maintained by any Law or by any Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, the United States government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of User's country of citizenship. User is not situated, habitually resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea area (including Sevastopol), or any other nation or jurisdiction against which the United States maintains economic sanctions or an arms embargo. Tokens issued by Users are not sourced from, or otherwise represent the proceeds of, any unlawful or illegal activity.
3.5 No Claim, Loan, Ownership Interest, or Investment Purpose:
User understands and agrees that neither User's Delegation of Validation Rights and Voting Rights to Luganodes, nor Luganodes' provision of Services hereunder: (a) represents or constitutes a loan or contribution of capital to, or other investment in, Luganodes; or (b) provides User with any ownership interest, equity, security, or right to or interest in Luganodes' assets, rights, properties, revenues, or profits, or any voting rights whatsoever in, Luganodes; or (c) creates or suggests any fiduciary or other agency connection between Luganodes and any of its directors, officers, employees, agents, or Affiliates, or entitles User to any fiduciary or similar responsibility on the behalf of any of the above Persons. User is not engaging in these Terms or delegating Validation Rights or Voting Rights to Luganodes to make an investment in Luganodes or its securities, but rather to obtain the Services from Luganodes. User acknowledges and accepts that Luganodes will not receive or hold any Block Rewards or Transaction Fees on User's behalf and that the Network has no obligation or control over whether the Network delivers Block Rewards or Transaction Fees to User. The sole responsibility of Luganodes under these Terms is to execute the Services in accordance with the terms and circumstances set out in these Terms, which may, but is not guaranteed to, result in the User obtaining Block Rewards and Transaction Fees directly through Network operations.
The user is well-versed, experienced, and intelligent in the use and evaluation of the Network and related technologies. In deciding to Delegate any Validation Rights or Voting Rights to Luganodes and enter into these Terms, User has conducted its own thorough independent investigation and analysis of the Network and the other matters contemplated by these Terms, and has not relied on any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Luganodes in connection therewith.
4. LIMITED WARRANTY OF LUGANODES
LUGANODES REPRESENTS AND WARRANTS TO THE USER THAT IT WILL MAKE REASONABLE COMMERCIAL EFFORTS TO PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING ANY DATA SUBMITTED BY THE USER. THE USER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE BLOCKCHAIN DATA AND THE INFORMATION CONTAINED THEREIN, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LUGANODES MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL COMPLY WITH ANY OBLIGATIONS THAT THE USER MAY HAVE UNDER APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS. LUGANODES SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, SLASHING PENALTIES, LOSSES, COSTS, OUT-OF-POCKET COSTS, OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USER’S COMPLIANCE WITH ANY OBLIGATIONS UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LUGANODES DOES NOT REPRESENT OR WARRANT THAT (I) THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR AVAILABLE AT ALL TIMES; OR (II) THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY USER. (III) THE USER ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT LUGANODES FROM PROVIDING ALL OR A PORTION OF THE SERVICE AND (IV) EXCEPT AS EXPRESSLY STATED IN THE FIRST SENTENCE OF THIS SECTION, MAKES NO WARRANTIES AND THE USER RECEIVES NO WARRANTIES REGARDING OR RELATING TO THE SERVICE, AND LUGANODES HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES, AND EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES REGARDING THE SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RESULTING FROM LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY LUGANODES OR ANY OF ITS AGENTS OR AFFILIATES, OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NONINFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE, AND ANY IMPLIED WARRANTIES, CONDITIONS, AND OTHER CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE).
5. LIMITATIONS OF LIABILITY
The User acknowledges and agrees that Luganodes shall not be liable or responsible for any damages, liabilities, losses, costs, out-of-pocket costs, or expenses (including attorneys' fees), whether direct, indirect, special, incidental, consequential, punitive, or otherwise of any kind, to the extent permitted by law (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in each case arising out of or relating to claims of breach of contract, tort, including negligence, strict liability, negligent misrepresentation, restitution, breach of statutory duty, or any other cause of action whatsoever relating to these Terms, the Service, or any other matters or services contemplated hereby. Without limiting the foregoing, the User acknowledges and agrees that Luganodes shall not be held liable for: any loss or theft of digital assets, including but not limited to private keys; transaction errors made by the User; late execution or settlement of any transaction whatsoever; incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or any problem in the technology stacks employed, including but not limited to programming languages and open-source libraries; any User configuration or installation difficulties. Luganodes' liability for damages under these Terms shall in any case be limited to, and under no circumstances shall exceed, the portion of Service Fees received by Luganodes that demonstrably arose as a result of the User's particular Delegation of its particular Validation Rights to Luganodes.
Luganodes will be paid a Service Fee for their services. The Network normally charges and distributes this Service Fee to Luganodes automatically, with certain exceptions for Networks that do not automate this procedure (e.g. Tezos, Mina, and Helium). The Service Fee is stored and documented in the metadata of each Luganodes Validation Node on each separate Network's digital ledger and/or accessible by Network observation toolings (block explorers). It is also available on the Luganodes website, https://www.luganodes.com.
7. TERM AND TERMINATION
The Service under these Terms will start on the Start Date. The Start Date of the Service is the date on which the User first delegates any Token(s) to Luganodes.
Either party may terminate these Terms: (a) at any time for any or no reason (i) by delivering written notice of termination to the other Party, (ii) in the case of User, by retracting their Tokens, or (iii) in the case of Luganodes, by taking steps to shut down the Validator Node or, if technically possible, denying/terminating User's delegation of Tokens to Luganodes, (b) if the other party substantially breaches a condition of these provisions, with immediate effect; in each event, the termination is subject to any restrictions on termination contained in the Additional Terms and the terms of the Supported Blockchain.
Upon termination, the User must (i) discontinue usage of the Service; (ii) initiate re-delegation and unbonding of the Tokens, if applicable; and (iii) pay to Luganodes any fees and costs owed up to the termination date. Luganodes shall pay to the User its applicable Block Rewards less Luganodes costs upon termination. Furthermore, the termination of these Terms for any reason shall not affect Luganodes' claim to any fees and costs owed. All licenses to access and use the Services will also expire upon termination of these Terms, and the User will immediately cease all such access and use.
Any responsibilities and liabilities that, by their nature, continue beyond the expiration or termination of these Terms, including, without limitation, accrued rights to payment, warranty disclaimers, and limits of liability, will survive the expiration or termination of these Terms.
8.1 Governing Law:
These Terms are regulated by and construed in line with Swiss substantive law.
All issues arising out of or in connection with these Terms, including those concerning its completion, binding effect, revision, and termination, shall be decided exclusively by the regular courts of Luganodes.
8.3 Successors and Assigns:
8.4 Entire Terms:
These Terms comprise the parties' complete agreement relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties.
Should any portion or term of these Terms be deemed illegal by any competent court, governmental or administrative authority with jurisdiction, the other sections of these Terms will continue in effect. In this situation, the Parties shall make every effort to negotiate a substitute provision that best represents the Parties' economic purposes while being enforceable, and shall execute all agreements and papers needed in this regard. The same shall apply if and to the extent that any gaps or omissions are discovered in these Terms.
All notifications under these Terms must be in writing (including e-mail). Notices shall be regarded as given when they are received.
8.7 Force Majeure:
Luganodes shall not be liable or penalized for failing to perform any act or fulfill any obligation under this agreement due to any occurrence beyond its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network the Network or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attacks, on the Network or any aspect thereof, or on the software and infrastructure that enables Luganodes to operate the Validating Node.); provided, however, that Luganodes shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Luganodes operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
Luganodes reserves the right to alter these Terms at any moment under justified circumstances. Such changes must be communicated in advance and in a suitable way by Luganodes. The User is assumed to have accepted the revisions unless an objection is submitted in writing within one month of notification, but in any case when the service is first utilized. In the case of an objection, the customer may, subject to particular agreements, immediately discontinue the business relationship.
8.9 No Waiver:
No failure or delay on the part of any Person in exercising any power, right, privilege, or remedy under these Terms shall be construed as a waiver of such power, right, privilege, or remedy; and no single or partial exercise of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. No Person shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege, or remedy under these Terms, unless such waiver is expressly outlined in a written instrument duly executed and delivered on such Person's behalf; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.