Terms & Condition Vault
TERMS and Conditions Agreement
This is a Terms and Condition Agreement (“Agreement”) between User (hereinafter referred to as “you”) and LYOTRADE (the “Company”). The Company provides Services pursuant to, and in accordance with, the following Agreement. By accessing, browsing or viewing the Site, including, but not limited to, registering for an account, submitting any information to the Company, or utilizing any of the Services as provided and offered by the Company, the Client hereby consents and agrees to be bound by the Agreement, contained herein.
“Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.
“Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.
“Client Data” means all data, files and information that Client provides to the Company in the course of using the Services.
“Client Funds” means the Cryptocurrency funds held by Client.
“Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable.
“Pooled Staking Service” means the Company’ s Service that runs Staking Nodes for Supported Protocols and allows investors to Stake their Cryptocurrency holdings in exchange for a percentage of the Net Revenue generated from Staking.
“Slashing Penalty” means any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect or malicious performance.
“Staking” or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node.
“Staking Nodes” means the collection of server hardware and software required to maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks.
“Staking Node Services” or the “Services” means the Pooled Staking Service.
“Staking Rewards” means all Cryptocurrency generated by operating Staking Nodes, including, but not limited to, block rewards, endorser rewards, transaction fees and any other direct payments as a result of operating a Staking Node.
“Supported Protocol” means a Cryptocurrency for which First Party operates Staking Nodes.
“Revenue Share Payments” means the percentage of Net Revenue paid to Client as set forth in Section 2(c).
“Unbonding Period” means the Cryptocurrency imposed waiting period, during which the Client Funds and End Users Funds may not be withdrawn or sold.
“Force Majeure” means any failure or delay in fulfilling or performing any term of this instrument, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest or instability; (d) changes to applicable law; or (e) action by any Governmental Authority.
“Smart Contract” means the computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contained herein.
“Staking Period” means the period in which the Client will choose to stake their tokens.
2. THE COMPANY’ S RESPONSIBILITIES
a. Staking Node Services. During the Term, The Company will provide the Staking Node Services to Client in accordance with the service level terms set forth below.
b. Server Procurement, Setup & Maintenance. The Company will determine, in its sole discretion, the network and server requirements to reliably operate Staking Nodes. The Company is responsible for all costs associated with procuring, installing and operating the Staking Nodes.
c. Revenue Share Payments. The Company will pay the Client a percentage of Net Revenue directly attributable to Client’s Funds. Pooled Staking Services will pay a percentage of Net Revenue that will vary by Cryptocurrency, and will be posted in the Client’s account. All Revenue Share Payments will be made in the same Cryptocurrency in which the Client Funds or End Users Funds are denominated, as applicable.
d. Reporting: The Company will provide regular reports through its dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue.
3. CLIENT RESPONSIBILITIES
a. Stake Delegation. Client will have the sole right to determine the amount of Client Funds and End Users Funds which will be The Company’s pursuant to this Agreement.
b. Withdrawals. Client acknowledges and agrees that Client Funds and End Users Funds which have been the Company’s pursuant hereto may not be withdrawn prior to the conclusion of the Unbonding Period.
c. Taxes: Client shall be responsible for payment of all applicable taxes, if any, to which the Revenue Share Payments might be subject and any and all other taxes which may apply to Client; the Company makes no representations in this regard. Client agrees to indemnify and hold the Company harmless against any taxes, including penalties, duties and interest levied by any government on the Revenue Share Payments.
d. CLIENT IS RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND KEYS AT ALL TIMES. THE COMPANYWILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. THE COMPANY WILL NOT HOLD CLIENT’S PRIVATE KEYS, AND WILL NOT ACT AS A CUSTODIAN OF CLIENT FUNDS.
4. SERVICES AND SERVICE LEVEL AGREEMENT
a. Payment of Staking Rewards – Clients will receive Staking Rewards directly attributable to their Staked Tokens. The percentage and timing of such remittances are determined based on the Supported Network Protocol. Factors that are used by the Supported Network in determining rewards can include the inflation rate in the Supported Network, the amount of nominated stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set, if the validator has experienced any Slashing Penalties, and The Company’s validation fees. The Company is solely responsible for Services and all Staking Rewards payments will be paid to the Client by the Supported Network.
b. Transfers of Rewards – Any transfer of Staking Rewards will be subject to Supported Network Protocol. Generally, payments will be made by the Supported Network to the wallet or account from which the tokens were Staked. The Company will not accept, take control of, or custody any Staking Rewards on behalf of the user. The Company provides Service to help secure the network and Supported Network compensates Client directly with Staking Reward.
c. SLASHING PENALTIES – THE SUPPORTED NETWORK CAN IMPOSE SLASHING PENALTIES ON CLIENT’S STAKED TOKENS FOR THE COMPANY’S FAILURE TO OPERATE SERVICE IN ACCORDANCE WITH THE SUPPORTED NETWORK PROTOCOL. BY ENTERING INTO THIS AGREEMENT CLIENT UNDERSTANDS AND ACCEPTS THE RISK OF LOSS OF UP TO ALL OF THEIR STAKED TOKENS IF A SLASHING EVENT WERE TO OCCUR.
d. Service Level Agreement – agrees to compensate Clients for missed Staking Rewards to the extent arising from the availability of Service. This does not include missed Staking Rewards arising from Client acts or omissions, Supported Network maintenance, software bugs native to Supported Network, acts by a hacker or other malicious actor, Supported Network stalls, Supported Network Protocol changes resulting in changes to Staking Rewards, Force Majeure Events, or any other action outside of First Party’s control.
5. LICENSE GRANT; RESTRICTIONS
a. Proprietary Rights. Client acknowledges and agrees that this license conveys no title or ownership rights to the Company. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by the Company. The Company retains all right, title and interest in and to the Company Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
b. Restrictions. Client will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the Company’ s Services, or access the Services in order to build a similar or competitive product or service. Client will not permit any of its End Users or other third party to use any device, software or routine to interfere with the proper function of the Services. The Company’s Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.
6. TERM & TERMINATION
a. Term. The Client will have the option of choosing a timeframe in which the staking process will take place (according to the options given on the Staking Platform). The chosen timeframe will be initiated in a smart contract.
b. The Agreement will commence upon the Effective Date and will continue for a period embedded in the Smart Contract (the “Initial Term”).
c. At the end of any given term, either party may choose not to renew the Agreement by providing written notice to the other of its desire to terminate. This termination will occur at the lapse of the term chosen and initiated in the smart contract.
d. Termination. Due to the nature of smart contracts, once a term has been initiated the client cannot terminate this Agreement until the lapse of the agreed upon staking period.
e. At the end of the staking period, the Client may choose to terminate the Agreement by giving a written notice to the Company seven (7) business days before the lapse of the chosen termination. If the Client does not send a notice to terminate, the initial staking term will automatically renew.
f. The Company may terminate this Agreement for any reason or no reason whatsoever. g. Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate, (ii) ii) each party will destroy all Confidential Information and other materials of the other party in its possession and (iii) Sections 5(b), 6(c), 7, 8(c), 9, 10 and 15, together with any payment obligations existing as of the effective date of termination, will survive.
The parties acknowledge that the terms will be confidential. The parties further acknowledge that, in the course of performing duties under this Agreement, each party may obtain from the other party data or information of a confidential or proprietary nature, including know-how and trade secrets, relating to the business, the affairs, the development projects, or current or future products or services of such party (“Confidential Information”). Data or information will be considered Confidential Information if: (a) a party has marked it as such; (b) a party, orally or in writing, has advised the other party of its confidential or proprietary nature, or (c) due to its character and nature, a reasonable person under like circumstances would treat it as confidential. Neither party will either (i) publish, disclose or otherwise divulge any of the other party’s Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of the other party’s Confidential Information without the express prior written consent of the other party. The receiving party will protect the disclosing party’s Confidential Information with the same degree of care that the receiving party protects its own information of a similar nature, but in no event less than reasonable care. Neither party will use the other party’s Confidential Information except in the course of performing its duties under this Agreement. The foregoing obligations will not apply to any Confidential Information that (1) is already known to the receiving party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with laws, statutes, regulations, orders, and other governmental rules. Additionally, neither party will be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of confidentiality described above will expire three years after the expiration or termination of this Agreement.
8. REPRESENTATIONS & WARRANTIES
a. Representations and Warranties by the Company. The Company represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which the Company is bound, (iii) it provides the Services using commercially reasonable care and skill in accordance with the service levels outlined b. Representations and Warranties by Client. Client represents and warrants to the Company that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound. c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 8, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 8(a), THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY.
AS PART OF THE STAKING PROCESS, THE SERVICES PROVIDED TO THE CLIENT ARE PROVIDED THROUGH A SMART CONTRACT. DUE TO THE NATURE OF SMART CONTRACTS, ONCE A TERM IS INITIATED IT CANNOT BE TERMINATED, REVOKED OR CANCELLED UNTIL THE LAPSE OF THE CHOSEN STAKING PERIOD.
d. Client understands that while the Company employs measures to ensure that the Services are accessible 24 hours a day / 7 days a week, the Company cannot guarantee the uninterrupted or error-free operation performance of the Services or that the Company will correct all defects or prevent third party disruptions or unauthorized third-party access. The Company warranties will not apply if there has been misuse, modification, damage not caused by the Company, failure to comply with instructions provided by the Company. Non-the Company services are sold under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to Client.
9. LIMITATION OF LIABILITY
THE COMPANY’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES ACTUALLY RECEIVED BY THE COMPANY IN THE PRIOR 12 MONTHS WITH RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. THE COMPANY WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO FIRST PARTY, ITS AFFILIATES, CONTRACTORS AND END USERS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF SECTION 2(C) OR A BREACH OF SECTION 8, OR (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 10.
Client agrees to indemnify, defend and hold harmless the Company, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. The Company shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by the Company of any representation, warranty, or provision contained in this Agreement.
11. RELATIONSHIP OF PARTIES
Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and any other benefits owed to its own employees.
Neither party will issue any press releases or make any other public disclosures regarding this Agreement or its terms or the nature of the parties’ relationship without the other party’s prior written consent. Notwithstanding the foregoing, the Company may list Client as a customer on its website and in marketing materials.
This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by a party (a) to a person or entity who acquires substantially all of such party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of such party.
14. COMPLIANCE WITH LAWS
Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the White-Labeled Services hereof, Client shall promptly notify the Company of such notice or violation.
15. GENERAL TERMS
a. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be modified without the prior written consent of both parties.
b. This Agreement will be governed and interpreted in accordance with the laws of the British Virgin Islands without reference to conflicts of laws principles.
c. The Company will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.
d. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.
e. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose.
f. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.
g. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to [email protected] Notice will be effective on receipt.
h. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.
16. RISKS ASSOCIATED
The Tokens may greatly and significantly fluctuate in value and due to the uncertain and volatile nature of the digital assets market, coupled with the technical knowledge required to operate blockchain technology and participate in such networks, the Company shall not be liable to the Client or any other party for loss of Tokens or their value should the following risks arise before, during or after Token Distribution and transfer to Client. The Client is advised to obtain independent counsel and advice as the Company will not reimburse the Client due to:
a. Risk of Losing Access Tokens Due to Loss of Private Key(s), Custodial Error or Provision of False Wallet Address
A private key, or a combination of a public and private key, is necessary to control and dispose of Tokens stored in the Client’s digital wallet or vault. Accordingly, loss of requisite private key(s) associated with the Client’s digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service the Client uses, may be able to misappropriate the Client’s Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault the Client chooses to receive and store tokens in, including the Client’s own failure to properly maintain or use such digital wallet or vault, may also result in the loss of the Client’s Tokens.
b. Risks Associated with the BEP20, ERC20, TRC20, FA1.2 Protocols, and Native Blockchains
Because most of the Tokens are based on the BEP20, ERC20, TRC20, FA1.2 protocols, any malfunction, bug, glitch, breakdown or abandonment of the Ethereum, Binance Smart Chain, TRON or Tezos blockchains may have a material adverse effect on the platform or Tokens. Additionally, “51% attacks” and any other network wide compromises, hacking or other failures of the token smart contract, any error or unexpected functionality may cause a decline in value of Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens and the platform, including the utility of the Tokens for obtaining services, by rendering ineffective the cryptographic consensus mechanism that underpins the BEP20, ERC20, TRC20 and FA1.2 protocols.
c. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the provided platform or Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the platform is based on open-source software, there is a risk that a third party or a member of the platform provider team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and Tokens, including the utility of Tokens for obtaining services.
d. Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, the Tokens are uninsured unless private insurance is obtained. In the event of loss or loss of utility value, there is no public insurer or private insurance arranged by Company.
e. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of Tokens and distributed ledger technology is unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply special regulations with respect to such technology and its applications, including *www.lyotrade.com*. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to laws and regulations affecting distributed ledger technology and its applications, including the platform. Regulatory changes may negatively impact the platform and Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, acquisition, ownership, sale and delivery of Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of such an instrument or the licensing or registration could be required for the parties involved in the purchase, acquisition, ownership, sale and delivery thereof. The Company may at its sole discretion and without prior notice cease operations in a jurisdiction in the event that regulatory actions, or changes in the law and regulations, make it illegal to operate in such a jurisdiction, or it becomes commercially undesirable to obtain the necessary regulatory approval(s) to operate in such a jurisdiction.
f. Risks Arising from Lack of Governance Rights
Because the Tokens confer no governance rights of any kind with respect to the platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and the utility of any Tokens the Client owns, including their utility for obtaining services.
17. FORCE MAJEURE
Without limitation of anything else in this Agreement, the Company shall not be liable or responsible to the Client, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this instrument, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, or other civil unrest or instability; (d) changes to applicable law; or (e) action by any Governmental Authority.