Terms of service
STAKEFISH – NON-CUSTODIAL VALIDATION SERVICE AGREEMENT (ETHEREUM 2.0 BEACON CHAIN)
Last revised: 18 January 2023
BEFORE USING OUR SERVICE, YOU WILL NEED TO ENTER INTO A DEPOSIT CONTRACT ON THE ETHEREUM 2.0 BEACON CHAIN, AS DEFINED BELOW. WE DO NOT CONTROL THE OPERATION OF THE BEACON CHAIN, INCLUDING ANY REWARDS THAT MAY BE OBTAINED THROUGH THE BEACON CHAIN. ANY ETHER REWARDS YOU OBTAIN ARE NOT LEGAL TENDER, NOT BACKED BY ANY SOVEREIGN GOVERNMENT, MAY NOT BE WITHDRAWN FOR A PERIOD OF TIME (OR ANY TIME), ARE SUBJECT TO THE OPERATION OF THE BEACON CHAIN, AND IF WITHDRAWN WILL BE SUBJECT TO SIGNIFICANT FLUCTUATIONS IN PRICE AND LIQUIDITY THAT MAY BE UNPREDICTABLE. THE REGULATORY LANDSCAPE REGARDING ETHEREUM 2.0, THE BEACON CHAIN, AND ETHER COULD CHANGE AND AFFECT YOUR ABILITY TO USE, TRANSFER OR EXCHANGE ANY ETHER IN YOUR POSSESSION. THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. ACCORDINGLY, IT IS IMPORTANT THAT YOU READ THIS ENTIRE AGREEMENT CAREFULLY TO ENSURE THAT YOU FULLY UNDERSTAND YOUR RIGHTS AND OBLIGATIONS, AND THE POTENTIAL REPERCUSSIONS AND LIABILITY FOR YOU SHOULD YOU FAIL TO ADHERE TO YOUR OBLIGATIONS OR IN ANY OTHER WAY BE IN BREACH OF THIS AGREEMENT.
NOTICE: YOU AGREE THAT DISPUTES REGARDING THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
- “Applicable Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.
- “Beacon Chain” means the Beacon Chain on Ethereum 2.0, as explained in more detail at https://ethereum.org/en/eth2/beacon-chain and https://github.com/ethereum/eth2.0-specs/blob/dev/specs/phase0/beacon-chain.md, at the time of November 24, 2020.
- “Confidential Information” means any trade secrets of stakefish, or any other information of a commercial or operational value to stakefish, whether or not recorded in documentary form or in any other medium, and shall include (without limitation) business affairs and business information, business plans and strategies, financial reports market research, know-how, products (including games), sales targets and statistics, market share and pricing statistics, marketing surveys and plans, market research reports, sales techniques, price lists, discount structures, advertising and promotional materials, methods of operation, technology, technical information and website information, player databases and supplier databases, the names, addresses telephone numbers, contact names, identities and all other Personal Data about users of the Service.
- “Deposit Contract” means your separate agreement(s) to stake Ethereum on the Beacon Chain, at a specified address on the Beacon Chain.
- “Effective Date” means the date that you enter into agreement for the Service.
- “ETH” means Ether.
- “MEV” means maximum extractable value.
- “Party” means you or us, as applicable, and “Parties” means you and us collectively.
- “Personal Data” shall have the same definition as that ascribed to it by the General Data Protection Regulation (Regulation EU 2016/679).
- “Prohibited Content” means content that: (i) is illegal under Applicable Law; (ii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; or (vii) contains viruses, Trojan horses, worms, or any other harmful, malicious, or hidden procedures, routines, mechanisms, or code.
- “Reward Fees” has the meaning provided for in Section 4(a).
- “Service” means our provision of software and related services, solely through the internet, that will enable Validation Services.
- “Signing Key” means a cryptographic key which is created solely in connection with the Deposit Contract and used by stakefish and at the direction of the User, only to perform the Validation Services.
- “Stake” means the amount of Ether staked by the User as part of depositing Ether to the Deposit Contract.
- “Staking Reward” means the amount of newly issued Ether earned by the User as provided for by the Beacon Chain. We do not issue Staking Rewards as part of the Service.
- “Validation Services” means validation services performed in connection with the Beacon Chain, including creating blocks, submitting attestations, monitoring for malicious behaviors, reporting malicious behaviors and observing the Beacon Chain for new deposits performed through the Service.
- “Withdrawal Key” means the private cryptographic key that enables withdrawal of Ether by the User from the User’s address on the Beacon Chain, and which controls any transfer of the Ether staked at that address.
2. Access and Use of the Service.
- In order for the Validation Services to be performed, you also need to confirm that you have deposited of minimum Stake of 32 ETH to the Deposit Contract, and you will need to establish a Withdrawal Key corresponding to the Ether you have staked. We will not take possession of any Withdrawal Keys created in connection with your Beacon Chain address. You should not provide anyone else with access to or use of your Withdrawal Key.
- In order for the Validation Services to be performed, you will need to authorize us to create a Validator Signing Key on your behalf, corresponding to the Ether you have staked. This Validator Signing Key will no longer be functional in the event that you choose to withdraw your Stake or terminate our services. In the event that you withdraw your Stake and, subject to the operation of the Beacon Chain, choose to stake the same Ether, you will need to create a new Signing Key.
- You agree that you will not (and will not authorize, permit, or encourage any third party to): (i) attempt to gain unauthorized access to the accounts of other Users of the Service; (ii) attempt to gain unauthorized access to the information of other Users of the Service or use the information of other Users of the Service; (iii) use the Service in violation of any Applicable Law; (iv) use the Service to harass or harm any other User or other person in any way; (v) use the Service to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; (vi) interfere with or disrupt the Service; (vii) attempt to circumvent any security measure associated with the Service, access the Service from any location in which it is not offered, or attempt to circumvent any access restrictions; (viii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or any other aspect of the Service; (ix) modify, adapt, or create (or attempt to create) derivative works from the Service; (x) make any copies of the Service (or any portion thereof); (xi) resell, distribute, or sublicense the Service; (xii) remove or modify any proprietary marking or restrictive legends placed on the Service; (xiii) use the Service to build a competitive product or service, or for any purpose not specifically permitted in this Agreement; or (xiv) introduce, post, upload, transmit, or otherwise make available to or from the Service any Prohibited Content.
3. Term, Termination and Suspension.
- The term of this Agreement (the “Term”) commences on the Effective Date and shall continue in effect until such time that withdrawals of Ether are enabled on the Beacon Chain, unless terminated earlier pursuant to the terms below.
- To the maximum extent permitted by applicable law, either Party may terminate this Agreement upon notice to the other Party at any time for any reason or no reason. In any event, stakefish may terminate your access to the Service based upon a violation of the terms and conditions of this Agreement, including any violation of your obligations under Sections 2(b), (c), or (d) of this Agreement or your representations and warranties under Section 7(a) of this Agreement, or if any account associated with you is engaged in any activity in violation of Applicable Law, including hacking or other malicious activity. If you choose to terminate this Agreement and cease using our Service, you must sign an exit signature and broadcast an exit transaction to the Beacon Chain. As part of our Service, we will pre-populate an exit transaction that you can download and post to the Beacon Chain without any affirmative action required by us.
- We may suspend your access to the Service in the event we believe, in our sole discretion, that you have violated any of the terms and conditions of this Agreement, including any violation of your obligations under Sections 2(b), (c), or (d) of this Agreement or your representations and warranties under Section 7(a) of this Agreement, or if any account associated with you is engaged in any activity in violation of Applicable Law, including hacking or other malicious activity, or, to the maximum extent permitted by applicable law, for any other reason.
- Upon termination of this Agreement, your ability to access and use the Service will be discontinued. Your Signing Key will no longer be functional, and, subject to the operation of the Beacon Chain, which is not under our control, if you choose to stake the same ETH, you will need to create a new Signing Key. You currently are not permitted to create a new Signing Key for Ether previously staked to a Deposit Contract, and may not be able to do so in the future, subject to the operation of the Beacon Chain, which is not under our control.
- The following provisions will survive expiration or termination of this Agreement: Sections 1, 3(c), 4(c), 4(e), 5(a), 6, 7, 8 and 9.
4. Economic Terms.
- You agree to pay us for access to and use of the Service during the Term (“Reward Fee”). All Reward Fees are non-refundable, including if you choose to terminate this Agreement or if we terminate your access to and use of the Service as provided for hereunder. Any ETH balance that you stake on the Beacon Chain may be diminished or lost based on operation of the Beacon Chain, such as, for example, if penalties or slashing are incurred.
- You will receive Staking Rewards as provided by operation of the Beacon Chain, subject to our Reward Fee, but we have no control over those rewards, and operation of the Beacon Chain is subject to change without any control or input by us. We do not guarantee and do not make any representations regarding Staking Rewards.
- You are solely responsible for the payment of any applicable taxes with respect to your share of Staking Rewards. Neither stakefish nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the User. The tax characterization of the transactions contemplated by this Agreement under the laws of certain countries may be unclear. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of the receipt of any Staking Rewards.
- To the extent that there are slashing, or other penalties imposed resulting directly and solely from actions taken by stakefish that impact you, stakefish may, in its sole discretion, provide a refund up to the amount of the Reward Fee or .1 ETH depending on when you started using our Service. Under no circumstances shall stakefish be responsible for slashing or other penalties imposed based on your actions or the actions, systems, software, or service of any third party or the Beacon Chain.
- We may provide to you a portion of our maximum extractable value (“MEV”) and/or priority fees. We reserve the right to increase the amount we share, decrease the amount we share, or discontinue sharing MEV and/or priority fees entirely at our sole discretion. Any amount of MEV and/or priority fees that we do not share with users is solely our property and therefore, non-refundable, including if you choose to terminate this Agreement or if we terminate your access to and use of the Service as provided for hereunder.
- As we consider MEV and/or priority fees to be our property, such MEV and/or priority fees do not become the user’s property until such time as you claim it and receive it in your third-party wallet. We reserve the right to withhold any MEV and/or priority fees from being claimable by you in an extraordinary event, including, but not limited to, hacking of relevant smart contracts, or exploitations of relevant smart contracts.
- You can receive your shared portion of MEV and/or priority fees by claiming them from our website, minus any cost to complete the transaction.
- We reserve the right to send any unclaimed MEV and/or priority fees directly to your third-party wallet.
- We reserve the right to assist you in the event that you lose control of your third-party wallet, but we are not required to assist you.
- You are solely responsible for the payment of any applicable taxes with respect to the shared MEV and/or priority fees. Neither stakefish nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the User. The tax characterization of the transactions contemplated by this Agreement under the laws of certain countries may be unclear. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of the receipt of any MEV and/or priority fees.
- Section 4(a) and (b) do not apply to those users to the extent that those who began using our Service at its inceptions paid an upfront fee of .1 ETH.
5. Intellectual Property Rights
- All right, title, and interest in and to the Service is the sole and exclusive property of stakefish, including all modifications, improvements, adaptations, and enhancements thereto.
- The limited right to access and use the Service is not a sale of the software underlying the Service. This Agreement does not provide the User with any right to receive any software code related to the Service.
6. Confidentiality and Data.
7. Use of Validator NFTs.
- The name and all Intellectual Property involved in all stakefish NFT projects is owned by stakefish. All rights that are not specifically granted to the users and owners of stakefish’s NFTs below are reserved by stakefish. This includes but is not limited to the intellectual property rights surrounding the images, names, logos, 3D layer files, trademarks, the website, the ability to mint, the look and feel of the user interface, the smart contract code, or anything else not specifically granted by any following licenses.
- By connecting your wallet and minting an NFT of your validator with our smart contract, you have the right to use the NFT insofar as selling it and/or using it as may be possible with other defi projects that may or may not be affiliated with stakefish.
- stakefish appreciates your desire to utilize your validator NFT in various ways. When it comes to limiting commercial rights, however, we want you as an NFT holder to realize that you may use the NFT image in its fullness only. The individual layered files and traits are proprietary and are stakefish’s own creation. We do not support derivatives of our project or change the original validator NFT. You have no merchandising rights in the validator NFT. stakefish retains all moral rights in the validator NFTs.
- Whether through primary or secondary channels, the validator NFT art is what you receive. Any future uses of the validator NFT are ancillary and not to be taken into consideration with the creation of the validator NFT. You agree that you are not relying on any future commitments by stakefish.
- The validator NFTs are meant to be NFTs that represent the value of a validator and its associated rewards and/or fees if available. They are not meant as investment vehicles. stakefish makes absolutely no promises or guarantees that these NFTs will be worth anything more than what you and the market deem them to be worth.
- You are entirely responsible for any tax liability which may arise from minting or selling your validator NFT.
8. Representations and Warranties; Disclaimers.
- You represent and warrant that: (i) you are of legal age to enter into this Agreement; (ii) you have the authority to enter into this Agreement; (iii) you do not intend to use the Service for any purpose that would be in violation of Applicable Law; (iv) your use of the Service does not violate any Applicable Law; (v) you are in compliance with any anti-money laundering obligations under the law of your jurisdiction or otherwise applicable to you; (vi) you have not been convicted of a criminal offence involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; and (vii) you are not a “Person” described or designated in the Specifically Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section I of the Anti-Terrorism Order; and you are not engaged in any dealings or transactions with any such Person.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, RELIABILITY, AND COMPLETENESS IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STAKEFISH MAKES NO WARRANTY THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK, AND YOUR RELIANCE ON ANY INFORMATION OR DATA CONTAINED IN THE SERVICE IS AT YOUR OWN RISK. STAKEFISH EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STAKEFISH FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM USAGE OF TRADE AND COURSE OF DEALING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STAKEFISH (I) DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER SOFTWARE AND (II) SPECIFICALLY DISCLAIMS WITH RESPECT TO THE SERVICE ANY CONDITIONS OF QUALITY, AVAILABILITY, RELIABILITY, SECURITY, LACK OF VIRUSES, BUGS, OR ERRORS.
USER ACKNOWLEDGES THAT ETHEREUM 2.0 BEACON CHAIN PLATFORM IS NEW AND THAT ANY RISK ASSOCIATED WITH USING THE ETHEREUM 2.0 BEACON CHAIN PLATFORM, STAKING ON THE PLATFORM, OR DEPOSITING TO THE DEPOSIT CONTRACT RESTS ENTIRELY WITH USER. USER ACKNOWLEDGES THAT THE SERVICE MAY BE IMPACTED BY DEFECTS OR FAILURES IN THE ETHEREUM 2.0 BEACON CHAIN AND THAT STAKEFISH IS NOT RESPONSIBLE OR LIABLE FOR SUCH FAILURES, OR ANY OTHER SERVICE INTERRUPTION, SERVICE FAILURE, ACTION OR INACTION OF ANY THIRD PARTY, OR SIMILAR ISSUE ARISING FROM OR RELATED TO THE ETHEREUM 2.0 BEACON CHAIN. TO THE EXTENT THAT STAKEFISH MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. WITHOUT LIMITING THE FOREGOING, STAKEFISH MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE POTENTIAL MARKET FOR THE SERVICE OR THE AMOUNT OF REWARDS THAT MAY BE GENERATED BY A USER.
9. Limitation of Liability; Indemnity.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT STAKEFISH SHALL NOT BE LIABLE FOR ANY LOSS OF INFORMATION, DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY OR PROFITS, COST OF RECOVERY, PERSONAL INJURY, OR OTHER LOSS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING FROM THE USE OF THE SERVICE, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. THIS LIMITATION WILL APPLY EVEN IF STAKEFISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STAKEFISH’S TOTAL LIABILITY TO ANY USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE EXCEED THE REWARD FEES PAID IN ETH OR ITS EQUIVALENT OR .1 ETH DEPENDING ON WHEN YOU BEGAN USING OUR SERVICE.
- You agree to defend, indemnify, and hold harmless stakefish, and its officers, directors, managers, and employees (“Indemnified Parties”) from any and all liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) incurred by such indemnified parties in connection with any third-party action, claim, or proceeding (each, a “Claim”) arising from or related to (i) breach of any of your representations and warranties herein, (ii) your breach of any of your obligations under this Agreement, or (iii) any taxes, and related costs, interest and penalties, applicable to any Rewards you receive.
10. General Provisions.
- Notice: All notices and other communications provided for in these Terms shall be in writing (including fax or electronic mail and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax or electronic mail. For the purposes of these Terms, the address (including electronic mail address) of stakefish are:
Address: Floor 4, Banco Popular Building, Road Town, Tortola, VG1110, British Virgin Islands Email: firstname.lastname@example.org
- Assignment. User may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of stakefish. stakefish may assign or otherwise transfer this Agreement in conjunction with a transfer of the Service. In all cases of assignment, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. Any assignment or other transfer in violation of this Section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
- This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard for choice of law provisions thereof.
- Arbitration. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the BVI International Arbitration Centre (“IAC”). The procedural rules shall be governed by the BVI IAC Arbitration Rules. The place of the arbitration shall be Road Town, Tortola, British Virgin Islands, unless agreed to otherwise by the Parties. The arbitration shall be conducted in the English language. The number of arbitrators shall be one.
- All disputes and arbitrations must be resolved on an individual basis. Class actions and class arbitrations are not permitted; you may bring a claim only on your own behalf and cannot seek relief that would affect other Service users. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated in accordance with this provision’s limitations, then only that claim (or only that request for relief) may be brought in court. All other claims (or requests for relief) remain subject to this provision.
- Modifications. We may modify this Agreement at any time by advising you of such modification through the Service and any such modification shall be effective as of the date provided in the notice, which shall not be less than fifteen (15) days after notice is posted.
- Severability. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.
- Force Majeure. Neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, earthquakes, strikes, work stoppages, shortages of materials or resources, civil or military disturbances, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (including cloud service providers).
- Third-Party Beneficiaries. Except for the Indemnified Parties that are third parties, there are no third-party beneficiaries under this Agreement.
- Complete Understanding. This Agreement constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. No term included in any confirmation, acceptance, or any other similar document from you in connection with this Agreement will apply to this Agreement or have any force or effect.
- Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy.