THESE TERMS ALSO INCORPORATE ANY ANNEX POSTED ON THE PLATFORMS (EACH, AN " ANNEX"), WHICH ANNEXES MAY ADDRESS GENERAL RULES OR GUIDELINES ESTABLISHED BY DIVI LABS FOR USE OF THE PLATFORMS, SOFTWARE OR SERVICES, AND IN SOME CASES SET OUT TERMS APPLICABLE TO ONLY CERTAIN OF THE SERVICES. IN SOME CASES, YOU WILL BE ASKED TO SEPARATELY ACCEPT THE TERMS OF AN ANNEX IN ORDER TO RECEIVE THE SERVICES THAT ARE THE SUBJECT OF THE ANNEX. EACH ANNEXES IS INCORPORATED IN AND SUBJECT TO THESE TERMS, AND MAY BE MODIFIED BY DIVI LABS FROM TIME TO TIME. THE ANNEXES INCLUDE:
- THE STAKING AND MASTERNODE SERVICES ANNEX (WHICH RELATES TO SERVICES RELATING TO STAKING OF CRYPTO ASSETS)
BY ACCESSING AND USING THE PLATFORMS, SOFTWARE AND/OR SERVICES, INCLUDING BY COMPLETING THE REGISTRATION PROCESS, DOWNLOADING AND/OR INSTALLING THE SOFTWARE, AND/OR LOGGING IN TO THE PLATFORMS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS (INCLUDING ALL APPLICABLE ANNEXES), (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DIVI LABS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS (INCLUDING ALL APPLICABLE ANNEXES) PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY ON FOR WHICH YOU ARE USING THE PLATFORMS, SOFTWARE OR SERVICES, AND YOU AGREE AT ALL TIMES TO BE BOUND BY AND COMPLY WITH THESE TERMS. THE TERM "YOU"
REFERS TO YOU INDIVIDUALLY OR THE LEGAL ENTITY ON WHOSE BEHALF THE PLATFORMS, SOFTWARE OR SERVICES ARE USED, AS APPLICABLE.IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORMS, SOFTWARE OR SERVICES. IF YOU WISH TO TERMINATE YOUR AGREEMENT WITH DIVI LABS, YOU MUST UNINSTALL AND DELETE ALL SOFTWARE FROM YOUR DEVICES, AND CEASE ALL USE OF THE PLATFORMS, SOFTWARE AND SERVICES.
To be eligible to use the Software, you must satisfy the following:Authorized User
. You must be an individual, corporation, legal person, entity, or other organization with the full power, authority, and capacity to (1) access and use our Software and (2) enter into, deliver, and perform your obligations under these Terms. If you are an individual, you must be at least 18 years old.U.S. Person
. You are a U.S. Person. "U.S. Person" means any of the following:
- a citizen of the United States of America ("U.S.");
- a U.S. resident - meaning (1) a green card holder; or (2) an individual physically present in the U.S. for 31 days in the current calendar year and 183 days during the three-year period that includes the current year and the two years immediately before that, counting: (a) all the days present in the U.S. in the current year; (b). 1/3 of the days present in the U.S. in the first year before the current year; and (c) 1/6 of the days present in the U.S. in the second year before the current year; (3) an individual designated a resident for U.S. tax purposes; or (4) an individual with a U.S. mailing address;
- a corporation, partnership, or entity organized or existing under the laws of any state territory or possession of the U.S.;
- an estate or trust of which any executor, administrator, or trustee is a U.S. Person;
- an agency or branch of a foreign entity located in the U.S.;
- a discretionary or non-discretionary account held by a fiduciary for the benefit or account of a U.S. Person;
- a non-U.S. partnership, corporation, or entity owned or controlled by a U.S. Person (ownership of 10% or more by a U.S. Person); or
- a partnership, corporation, or entity with a U.S. mailing address.
SECTION 10 OF THE TERMS CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND DIVI LABS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT AS PERMITTED UNDER SECTION 10.3: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. DIVI LABS may modify these Terms (including all applicable Annexes) at any time and in our sole discretion. If we do so, we will add, and change from time to time, a "Last Updated" date at the beginning of these Terms (and, as applicable, all applicable Annexes) and, as available, inform you through or within the Platforms, Software and/or Services. Such notice may include the posting of a link to the modified Terms on the home page or login page of the Platforms. By continuing to use the Platforms, Software and/or Services following the release of updated Terms (including all applicable Annexes) you consent to such updated Terms (including all applicable Annexes). We invite you to check this page regularly for updates to these Terms and Annexes.
Staking and Masternode Services AnnexLast Updated 6 May 2021, 2021
- Use of the Platforms, Software and/or Services. The Platforms, the Software, the Services, and the information and content available therein ("DIVI LABS Content") are proprietary to DIVI LABS and/or its licensors, and are protected worldwide by copyright and other intellectual property laws. Subject to these Terms, DIVI LABS grants you a limited license to reproduce portions of DIVI LABS Content solely as required to use the Platforms, Software and Services for your personal or internal business purposes. Unless otherwise specified by DIVI LABS in a separate license, your right to use any DIVI LABS Content is subject to these Terms. DIVI LABS is not a bank or financial institution and does not provide investment or financial advice or consulting services to users of the Platforms, Software and Services. We are solely the provider of the Platforms, Software and Services.
- DIVI LABS Software. Use of the Software is governed by these Terms. DIVI LABS delivers the Software via download from the Platforms, and DIVI LABS will not provide you with any tangible copy of the Software. Subject to your compliance with these Terms, DIVI LABS grants you a non-assignable, non-transferable, non-sublicensable, revocable, and non-exclusive license to use the Software on computers or mobile devices you own or control solely for your personal or internal business purposes. The license is limited to the particular device on which you downloaded and installed the Software, and you may not copy, redistribute, modify or create derivative works of the Software. Because the Software is locally installed, you are solely responsible for the desktop or mobile device on which you install the Software, and all software applications and internet connectivity associated with such device. You are solely responsible for the security of such device, including ensuring that you keep anti-virus software current, install all patches and updates to the operating system and other third-party software, and otherwise protect the device on which the Software is installed against malware. DIVI LABS is not responsible for any loss or damages – including loss of funds or lockout from accounts accessed via the Software – resulting from your failure to keep the device on which the Software is installed safe and free of malware. DIVI LABS cannot recover passwords, restore private keys, seed phrases, or unlock account information stored on the Software in any circumstances, including if the Software is compromised by any unauthorized third party activities, including, but not limited to, the use of malware, phishing, brute forcing, or other means of attack on your device, and it is your sole responsibility to take all reasonable precautions to secure your recovery phrase, your copy of the Software and the information stored on it.
- Updates. The Platforms, Software and Services are evolving, and you may be required to accept or install updates to the Software, or update third party software (i.e., browsers or OS) in order to keep using the Platforms, Software or Services or access their latest features, including security updates. We may update the Platforms, Software and Services at any time, without providing notice.
- Certain Restrictions. By accessing the Platforms, Software and Services, you agree not to (or to permit others to): (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platforms, Services, Software or DIVI LABS Content, or any portion thereof, including on a service bureau or equivalent basis; (b) frame or enclose any trademark, logo, or other DIVI LABS Content, (including images, text, page layout or form); (c) use or display any metatags or other "hidden text" using DIVI LABS' name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platforms, Services or Software (except to the extent this restriction is expressly prohibited by applicable law); (e) use any manual or automated software, devices or other processes (including spiders or other data mining tools) to "scrape" or download data from any Platform (except that we grant operators of public search engines revocable permission to do so for the sole purpose of creating publicly available searchable indices (but not caches or archives) of such content; (f) access the Platforms, Services, or Software in order to build a similar or competitive platform, services or software; (g) copy, reproduce, distribute, republish, download, create a database of, display, post or transmit any DIVI LABS Content except as expressly permitted herein; (h) remove or destroy any copyright notices or other proprietary markings contained on or in the Platforms, Software or Services or DIVI LABS Content; (i) access the Services, Software or Platforms through any means other than those specified by DIVI LABS; (j) allow any other person or entity to use the any credentials assigned to you, or any Software, to access the Services or Platforms; and (j) circumvent (or attempt to circumvent) any access restrictions or security measures incorporated by DIVI LABS into the Services, Software or Platforms. DIVI LABS, its licensors, suppliers, and service providers reserve all rights not granted in these Terms. Any unauthorized use of the Software, Platforms or Services terminates the licenses granted by DIVI LABS herein.
- Third Party Services. The Platforms, Software or Services may incorporate, or may provide access to, resources or services that are not DIVI LABS, but are provided by third parties that are not under the control or DIVI LABS (" Third Party Services"). Such Third Party Services include: (i) crypto assets, such as Ethereum, Bitcoin, and Litecoin, Divi and others, and (ii) cryptocurrency exchanges (for token-to-token exchanges). You understand and agree that such Third Party Services are provided by third parties (the "Third Party Vendors") and not DIVI LABS and that the Third Party Vendors are solely responsible for the services they provide. We do not control the terms, policies, or performance of any Third Party Vendor, and are not responsible for any performance, or failure to perform, of any Third-Party Services, including with respect to exchange rates, processing of transactions, and similar activities. Without limiting the foregoing, all cryptocurrency exchanges provided through the Services are actually executed by Third Party Vendors, and that DIVI LABS does not itself directly exchange virtual currencies. Access to Third Party Services may be geo-blocked for residents of certain countries and certain states of the United States. You agree that it is impossible for DIVI LABS to monitor Third Party Services and that you access them at your own risk. As with any asset, the value of crypto assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial situation. Do not share any credential, private key, or other sensitive information with any third party without validating their legitimacy. Notwithstanding that a Third Party Service is made available to you through the Platforms, Software or Services (including through communications functionality or interconnectivity), as a precondition to using a Third Party Service you may be required to execute a separate user agreement with the Third Party Vendor. That agreement is solely between you and the Third Party Vendor, and DIVI LABS has no responsibility under such agreement. Third Party Services are provided to you, subject to the terms and conditions of the Third Party Vendors.
- Necessary Equipment and Software. You must provide all equipment and software necessary to connect to use the Platforms, Software and Services, and DIVI LABS has no responsibility for such equipment or software, including the performance thereof or compatibility with the Platforms, Software and Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Platforms, Software and Services.
- Non-custodial services. DIVI LABS operates non-custodial services, which means that we do not store, nor do we have access to your crypto assets nor your private keys. We do not send or receive crypto assets. Any crypto asset transfer occurs on blockchain networks and not on a network owned or controlled by DIVI LABS.
- No ability for DIVI LABS to recover your private keys. DIVI LABS does not store your private keys, recovery phrases or passwords (" Private Information") on its servers. It is very important that you backup and save your Private Information. We urge you to write down Private Information and store it offline in two different places. If you lose your Private Information, it will not be possible for DIVI LABS to recover it for you and you may lose access to your crypto assets. DIVI LABS does not have access to your wallet, your funds, and/or your Private Information. If you do not understand the above paragraph then we strictly recommend that you learn more about crypto assets before using the Platforms, Software and Services. If you lose access to your DIVI LABS wallet (either by theft, loss, damage or otherwise) and do not maintain a copy of your Private Information outside of the Platforms, Software or Services, you will not be able to access the crypto assets associated with your DIVI LABS wallet.
- Generally. DIVI LABS and its licensors and suppliers own all right, title and interest in and to the Platforms, Services, Software, and DIVI LABS Content. You will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services, or DIVI LABS Content.
- Trademarks. DIVI LABS and other related graphics, logos, service marks and trade names used on or in connection with the Platforms, Software and Services are the trademarks of DIVI LABS and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Platforms, Software or Services are the property of their respective owners.
- Feedback. You may provide ideas, suggestions, documents, and/or proposals about the Platforms, Software or Services to DIVI LABS through any means (" Feedback"), and you hereby grant DIVI LABS a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable and sublicensable right and license to use Feedback for any legitimate purpose.
- User Conduct. You may not use the Platforms, Software or Services for any purpose that is prohibited by these Terms or applicable law. You will not (and will not permit any third party to) take any action or make available any content on or through the Platforms, Software or Services that: (a) infringes any intellectual property rights of any person or entity; (b) is unlawful, threatening, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, or offensive; (c) is unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of DIVI LABS; (f) interferes with the proper functioning of the Platforms, Software or Services; (g) engages in any potentially harmful acts directed against the Platforms, Software or Services, including violating any security features of the Platforms, Software or Services, introducing viruses, worms, or similar harmful code into the Platforms, Software or Services; (h) is not compliant with any U.S. or international securities laws, or (h) attempts to do any of the foregoing.
- Investigations. If DIVI LABS becomes aware of any possible violations by you of any provision of these Terms, DIVI LABS may investigate such violations, at its sole discretion, take any of the actions set forth in Section 10 below.
- Third-Party Properties.The Platforms, Software and Services may contain links to third-party websites and applications that are not owned or controlled by DIVI LABS (collectively, "Third-Party Properties"). DIVI LABS is not providing or responsible for, and does not make any representations with respect to, the Third-Party Properties or any of the information, products or services. DIVI LABS provides links to these Third-Party Properties only as a convenience. Your access to and use of such Third-Party Property and any associated information, products or services are subject to the terms and conditions (including privacy policies) associated with that Third-Party Property. When you click on a link to a Third-Party Property, we may not warn you that you have left the Platforms, Software or Services, and that your activity is now governed by the terms and conditions of that Third-Party Property. You use Third-Party Properties at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Properties, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- Indemnification. You agree to indemnify and hold DIVI LABS, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the " DIVI LABS Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of these Terms; (c) your violation of any rights of another party, including any other users of the Services; or (d) your violation of any applicable laws, rules or regulations or gross negligence or willful misconduct. DIVI LABS may, at its own cost, assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with DIVI LABS in asserting any available defenses. This provision does not require you to indemnify any DIVI LABS Party for any fraud, gross negligence, or willful misconduct by a DIVI LABS Party in connection with the Platforms, Software or Services.
- Disclaimer of Warranties.
- AS IS. THE PLATFORMS, SERVICES AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND DIVI LABS EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORMS, SERVICES, AND SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TIMELINESS, PERFORMANCE, AVAILABILITY, ACCURACY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ALL RISK OF USE OF THE PLATFORMS, SERVICES, AND SOFTWARE RESTS ENTIRELY WITH YOU.
- INTERRUPTIONS AND INTERNET RISKS. DIVI LABS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORMS, SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. WE MAY SUSPEND OR CEASE PROVIDING THE PLATFORMS, SOFTWARE AND SERVICES, IN WHOLE OR PART, AT ANY TIME, INCLUDING TO PERFORM SCHEDULED AND UNSCHEDULED MAINTENANCE, UPGRADES, ADDRESS SECURITY ISSUES, OR FOR ANY OTHER REASON WHATSOEVER. YOU ACKNOWLEDGES THAT DIVI LABS RELIES ON THIRD-PARTY SYSTEMS, EQUIPMENT AND NETWORKS FOR COMMUNICATIONS AND CONNECTIVITY, AND THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN INTERRUPTIONS IN SERVICES, LOSS OR CORRUPTION OF DATA, LOSS OF YOUR PRIVACY AND PROPERTY, AND/OR DISCLOSURE OF YOU CONFIDENTIAL INFORMATION. YOU ACKNOWLEDGE THAT THERE ARE RISKS INHERENT IN MAINTAINING YOUR DATA IN A REMOTE SERVER AND SOFTWARE NETWORK ("CLOUD-BASED") ENVIRONMENT, INCLUDING THE RISK OF HACKING OR OTHER UNAUTHORIZED THIRD-PARTY ACCESS TO SUCH INFORMATION, AND DIVI LABS IS NOT RESPONSIBLE TO YOU FOR ANY UNAUTHORIZED ACCESS TO SUCH INFORMATION OR UNAUTHORIZED USE OF THE SERVICES. YOU ACKNOWLEDGE THAT, IN ORDER TO PROVIDE CERTAIN OF THE SERVICES, DIVI LABS WILL USE NETWORKING AND COMMUNICATION INFRASTRUCTURE AND SERVICES, INCLUDING THOSE OF CLOUD PROVIDERS, WHICH ARE NOT UNDER DIVI LABS'S CONTROL (COLLECTIVELY, " INFRASTRUCTURE"). DIVI LABS'S ABILITY TO PROVIDE THE SERVICES WILL DEPEND ON THE PROVISION AND AVAILABILITY OF SUCH INFRASTRUCTURE, AND DIVI LABS IS NOT RESPONSIBLE TO YOU FOR ANY FAILURE BY DIVI LABS THAT IS DIRECTLY OR INDIRECTLY CAUSED BY THE UNAVAILABILITY OR PERFORMANCE OF SUCH INFRASTRUCTURE.
- Suspension of Access to Services. DIVI LABS HAS THE RIGHT TO TAKE APPROPRIATE ACTION TO ADDRESS RISKS TO THE PLATFORMS, SOFTWARE AND SERVICES OR ANY CONTENT THEREON. WITHOUT LIMITING THE FOREGOING, DIVI LABS MAY IMMEDIATELY SUSPEND YOUR RIGHT TO ACCESS OR USE ANY PART OR ALL OF THE PLATFORMS, SOFTWARE AND SERVICES IF: (I) DIVI LABS REASONABLY BELIEVES THAT THE PLATFORMS, SOFTWARE OR SERVICES ARE BEING USED IN VIOLATION OF THESE TERMS OR APPLICABLE LAW; (II) IN THE DETERMINATION OF DIVI LABS, YOUR USE OF THE PLATFORMS, SOFTWARE OR SERVICES INTERFERES WITH THE NORMAL OPERATIONS OF THE PLATFORMS, SOFTWARE OR SERVICES OR OTHER USERS, CREATES ANY THREAT TO THE SECURITY OF THE PLATFORMS, SOFTWARE OR SERVICES, OR ANY CONTENT THEREON, OR IS OTHERWISE IN BREACH OF THESE TERMS (INCLUDING ANY ANNEX); (III) DIVI LABS BECOMES AWARE OF WHAT IT, IN ITS SOLE DISCRETION, DEEMS A CREDIBLE CLAIM THAT THE PLATFORMS, SOFTWARE OR SERVICES INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR (IV) REQUIRED TO DO SO BY LAW. IN EACH CASE, DIVI LABS WILL USE COMMERCIALLY REASONABLE EFFORTS TO GIVE YOU ADVANCE NOTICE OF PENDING SUSPENSION OF AT LEAST TWELVE (12) HOURS, UNLESS DIVI LABS DETERMINES, IN ITS REASONABLE COMMERCIAL JUDGMENT, THAT A SUSPENSION ON NO OR SHORTER NOTICE IS NECESSARY TO PROTECT DIVI LABS, ITS USERS, OR OTHERS. DIVI LABS WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES OF ANY KIND ARISING OUT OF A REASONABLE SUSPENSION OF THE PLATFORMS, SOFTWARE OR SERVICES UNDER THIS SECTION 7.3. DIVI LABS MAY MAINTAIN A SUSPENSION OF THE PLATFORMS, SOFTWARE OR SERVICES FOR AS LONG AS REASONABLY NECESSARY TO ADDRESS RISKS TO THE PLATFORMS, SOFTWARE, SERVICES OR DIVI CONTENT. DIVI LABS' RIGHT TO SUSPEND THE PLATFORMS, SOFTWARE OR SERVICES IS IN ADDITION TO DIVI LABS'S RIGHT TO TERMINATE THESE TERMS PURSUANT TO SECTION 9.2.
- Beta Releases. FROM TIME TO TIME, DIVI LABS MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES, WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT DIVI LABS' SOLE DISCRETION.
- Third Party Conduct. DIVI LABS IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DIVI LABS LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON OR ACCESSED VIA THE PLATFORMS, SOFTWARE OR SERVICES, INCLUDING OPERATORS OF THIRD-PARTY PARTY SERVICES AND THIRD-PARTY PROPERTIES AND OTHER USERS OF THE SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU
- Limitation of Liability.
- Disclaimer. IN NO EVENT WILL DIVI LABS BE LIABLE FOR ANY LOST PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THE PLATFORMS, SOFTWARE OR SERVICES, WHETHER OR NOT DIVI LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY ASSERTED.
- Cap on Liability. UNDER NO CIRCUMSTANCES WILL DIVI LABS BE LIABLE TO YOU FOR DAMAGES ARISING OUT OF THE PLATFORMS, SOFTWARE OR SERVICES EXCEEDING $50.
- Exceptions. The limitations in Sections 8.1 and 8.2 will not apply to damages caused by the fraud, gross negligence, or willful misconduct of DIVI LABS, or to the extent such limitations are precluded by applicable law (in which case DIVI LABS' liability will be increased to the minimum amount required to comply with such law).
- Term and Termination.
- Term. These Termsapply at all times to your access to and use of the Platform, Software and Services, and may be terminated as set forth below.
- Termination by DIVI LABS. DIVI LABS may, at any time and for any reason, cease providing any or all of the Platforms, Software or Services, in which case these Terms will terminate. DIVI LABS also may terminate these Terms if you materially breach any provision of these Terms, or if DIVI LABS is required to do so by law (e.g., where the provision of the Platforms, Software or Services is, or becomes, unlawful).
- Termination by You. You may elect to terminate these Terms at any time, provided that you cease all access to and use of the Platforms, Software and Services, and uninstall and delete all copies of the Software.
- Effect of Termination. In the event of termination, all licenses and other rights granted to you to access and to use the Platforms, Software or Services immediately terminate, and you must uninstall all Software from your devices and delete all copies of the Software. Notwithstanding anything else to the contrary herein after such termination Sections 1.1, 1.3, 1.5, 1.8, 2, 3, 4, 6, 7, 8, 9.4, 10 and 11 and your obligations thereunder will survive. Your access to the funds in your DIVI LABS wallet after termination will depend on your access to your Private Information.
- Dispute Resolution. Please read this Section 10 (the "Arbitration Agreement") carefully. It requires you to arbitrate disputes with DIVI LABS and limits the manner in which you can seek relief.
- Applicability of Arbitration. You agree that any dispute or claim relating in any way to your access or use of the Platforms, Services, or Software, or to any aspect of your relationship with DIVI LABS, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, nonrepresentative) basis; and (2) to the extent available under applicable law, you or DIVI LABS may seek an injunction or other equitable relief in any court having jurisdiction, in aid of arbitration or to address infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.BY AGREEING TO THESE TERMS, INCLUDING AGREEING TO ARBITRATION WITH DIVI LABS AND NOT OPTING OUT AS PERMITTED HEREUNDER, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST DIVI LABS ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, YOU MAY BRING YOUR CLAIMS AGAINST DIVI LABS IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THESE TERMS, INCLUDING THIS ARBITRATION AGREEMENT.
- Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Mauricio Lara c/o Divi Labs & Technologies, S.A. Davivienda Building 1st Fl. Meridiano Business Center, Escazu, San Jose 10203. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys' fees and interest, will be subject to JAMS's most current version of the Streamlined Arbitration Rules and procedures available athttp://www.jamsadr.com/rules-streamlined-arbitration/all other claims will be subject to JAMS's most current version of the Comprehensive Arbitration Rules and Procedures, available athttp://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS's rules are also available atwww.jamsadar.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in [New Castle County, Delaware]. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All arbitration pleadings and proceedings will be conducted in English.
- Authority of Arbitrator. Disputes will be resolved by a single arbitrator appointed in accordance with the JAMS rules. The arbitrator, and not any federal, state, or local court or agency will have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and DIVI LABS. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and these Terms (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
- Waiver of Jury Trial. YOU AND DIVI LABS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and DIVI LABS are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 10.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration and instead claims, and disputes will be resolved in a court as set forth in Section 10.7.
- 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Divi Labs and Technologies, S.A., Edificio Davivienda Piso 1, Meridiano Business Center, San Rafael, Escazu, San Jose, Costa Rica 10203, or via email to email@example.com, within 30 days after first downloading the Software and/or accessing the Platform or Services. Notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
- Severability. If any part of this Arbitration Agreement is found under the law to be invalid or unenforceable, then such part will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with DIVI LABS.
- Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if DIVI LABS makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to DIVI LABS.
- General Provisions.
- Electronic Communications. Communications between you and DIVI LABS use electronic means, whether made via the Platforms, Software or Services or sent via e-mail, or whether DIVI LABS posts notices on the Platforms, Software or Services. For contractual purposes, you (1) consent to receive communications from DIVI LABS in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DIVI LABS provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
- Assignment. These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without DIVI LABS' prior written consent.
- Force Majeure. Notwithstanding anything to the contrary herein, DIVI LABS will not be liable for any delay or failure to perform resulting from an event or circumstance, or series of related events, whether or not foreseeable, that is beyond the reasonable control of, and impacts on, DIVI LABS, including: an act of God, fire, flood, storm, natural disaster, epidemic, pandemic, quarantine; serious accidents, total or constructive total loss; war, acts of war (whether war be declared or not), armed conflict, failure of transportation; riot, civil commotion, terrorist act, explosion, malicious damage, embargo, insurrection, riot, civil commotion; lockout, strike, or other industrial dispute or labor disturbance causing cessation, slowdown or interruption of work; delay after due and timely diligence to procure materials, accessories, software, equipment, parts and documentation; acts, omission or delay in acting by any governmental authority or the User that is not directly or indirectly related to or the result of DIVI LABS' actions or inactions; power or other utility failure, failure of the Internet or any public telecommunications network, hacker attack, denial of service; ransomware or malware attack, virus or other malicious software attack or infection, including in each case any such event that impacts on a third-party service provider (each, a "Force Majeure Event"). DIVI LABS' obligation affected by such Force Majeure Event will be suspended for the duration of the event.
- Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Platforms, Software or Services, please contact us at: firstname.lastname@example.org or call us at (855) 348-4084.
- We will do our best to address your concerns.
- Exclusive Venue. Without limiting Section 10, to the extent it is determined that a claim may be brought in a court, both you and DIVI LABS agree that any and all such claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in [New Castle County, Delaware].
- Governing Law THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
- Notice. All notices, approvals or consent required hereunder must be in writing, which may include, to the extent such means are provided in the Platforms, an electronic notice sent from you to the Platforms or from the Platforms to you. Where DIVI LABS requires that you provide an e-mail address, you are responsible for providing DIVI LABS with your most current e-mail address. In the event that the last e-mail address you provided to DIVI LABS is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, DIVI LABS's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to DIVI LABS at the following address: Divi Labs & Technologies, S.A. with offices located at Davivienda Building 1st Fl. Meridiano Business Center, Escazu, San Jose 10203. Such notice will be deemed given when received by DIVI LABS by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
- Waiver. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. A waiver must be in writing executed by the party that is providing such waiver.
- Severability. If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.
- Export Control. You may not use, export, import, or transfer the Platforms, Software or Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platforms, Software or Services, and any other applicable laws. In particular, but without limitation, the Platforms, Software or Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Platforms, Software or Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platforms, Software or Services for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by DIVI LABS are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer DIVI LABS products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
- Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
- Miscellaneous. For the avoidance of doubt, "including" means "including without limitation".
- Entire Agreement. These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
This Annex shall be used for staking tokens and creating masternodes with Divi Labs for the purpose of gaining Network Rewards (as defined below) and is not used for any other services offered by Divi Labs. You ("User") represent that whether on personal behalf or for an institution or company that User has authority to legally stake tokens with Divi Labs and adhere to the terms listed in this Annex.
BY STAKING TOKENS WITH ANY DIVI LABS VALIDATOR SERVICE ON ANY SUPPORTED NETWORK YOU AGREE TO BE A PARTY TO AND BOUND BY THE TERMS AND CONDITIONS OF, AND MAKE ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN, THIS ANNEX.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS ANNEX, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ANNEX ARE INACCURATE AS APPLIED TO YOU, YOU MUST NOT STAKE TOKENS WITH OR OTHERWISE USE DIVI LABS VALIDATOR SERVICES.
- Definitions. Terms used in this Annex with their initial letters capitalized have the meanings ascribed to them in this section or where they are elsewhere defined in this Annex. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Annex.
- "Annex" means this Staking and Masternode Annex.
- "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Annex that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.
- "Effective Date" means the date that you either (a) stake your tokens with Divi Labs, or (b) request masternode deployment and management from Divi Labs whichever is applicable.
- "Network Rewards" means Tokens distributed by the Supported Network.
- "User" means the Party using the Services to gain Network Rewards.
- "Party" means you or us, as applicable, and "Parties" means you and us collectively.
- "Platform" means our technology platform and infrastructure that we use to perform the Services.
- "Services" means our provision of validation services to Supported Networks, including, without limitation, producing and validating new blocks, processing transactions, and securing the network and our provisions of masternode services.
- "Stake" or "Staking" means use of the Services by User to gain Network Rewards.
- "Staked Tokens" means the Tokens that User has Staked with the Services.
- "Supported Network" means any blockchain network for which our Platform is able to perform the Services.
- "Supported Network Protocol" means the rules by which the Supported Network operates including but not limited to the process for Staking, the process for establishing masternodes and the quantity and timing of Network Rewards.
- "Token" means the underlying digital asset of the Supported Network.
- "Website" means any website or software (including software wallets) managed and maintained by Divi Labs in connection with the Services.
- During the Term (as Defined below) Divi Labs will provide the following:
- The Services will be operated in a diligent and professional manner and in accordance with applicable industry standards.
- Reasonable security safeguards will be employed by Divi Labs to protect the integrity and availability of the Services.
- During the Term, User shall provide the following;
- Staked Tokens to Divi Labs' validator account when User wants to receive Network Rewards.
- Tokens can be Staked or withdrawn at User's discretion, however, in all cases Staked Tokens will be subject to the Supported Network Protocol. This includes but is not limited to bonding and unbonding periods, ineligibility to receive Network Rewards for partial periods, and minimum balances and Token amounts required.
- USER IS AT ALL TIMES SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF THEIR ACCOUNTS AND PRIVATE KEYS. DIVI LABS WILL NEVER ASK FOR PRIVATE KEYS IN ANY CIRCUMSTANCE. DIVI LABS WILL NOT HOLD USER PRIVATE KEYS, AND WILL NOT ACT AS A CUSTODIAN OF USER FUNDS.
- User is expected to have, and hereby represents and warrants to having, knowledge of blockchain technology, staking, masternodes, accounts, keys, and details of the Supported Network and Supported Network Protocol. User is expected to have, and hereby represents and warrants that it has, conducted its own thorough investigation of the applicable Supported Network, the applicable Token, and other matters considered in this Annex in determining to Stake Tokens or establish a masternode with the Staking Service.
- Services and Service Level Agreement.
- Payment of Staking Rewards. Users 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 and whether a validator is in the active validator set. Divi Labs will charge various fees for the Services, which may be updated from time to time. Divi Labs is solely responsible for the Services and all Network Rewards payments will be paid to User by the Supported Network.
- Transfers of Rewards. Any transfer of Staking Rewards will be subject to Supported Network Protocol. Payments will be made by the Supported Network to the wallet or account from which the tokens were Staked.
- Divi Labs will not accept, take control of, or custody any Staking Rewards on behalf of User. Divi Labs provides the Staking Service to help secure the network and the Supported Network compensates User directly with Staking Rewards.
- No Compensation for Missed Network Rewards. Divi Labs will not compensate User for missed Network Rewards to the extent arising from the unavailability of the Services. Furthermore, Divi Labs disclaims all responsibility for missed Network Rewards arising from User acts or omissions, scheduled or unscheduled 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 Network Rewards or any other action outside of Divi Labs' control.
- User shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Network Rewards obtained by the use of the Services.
- Neither Divi Labs nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the User. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Annex and the receipt of any Network Rewards.
- Term & Termination.
- The term of this Annex will begin on the date that User first Stakes Tokens with Divi Labs.
- Either party may terminate this agreement at any time for any or no reason.
- Upon the termination of this Annex, User will cease to Stake Tokens with Divi Labs and User shall be able to transfer Tokens from the Services.
- Upon termination of this Annex, all licenses to access and use the Services will likewise terminate, and User will immediately thereafter discontinue all such access and use.
- Discontinuation of Service. Divi Labs reserves the right to discontinue the Services at any time for any or no reason. If Divi Labs decides to discontinue the Services, we will publicly announce our intention to do so providing a minimum of 30 days' notice using public channels including our website, blog, discord and telegram group.