WildSage Labs Inc. ("WildSage") operates, hosts and monitors validation nodes for digital assets ("Service"). WildSage provides Services pursuant to, and in accordance with, the WildSage Terms of Service specified herein ("Terms"), WildSage's Terms and Conditions ("Conditions") and Privacy Policy ("Privacy Policy") (collectively, the "Terms of Service"). The User (as defined below) agrees that WildSage will have the right to modify the Terms of Service at any time for any reason without notice. For the avoidance of doubt, the Service will be provided strictly on a delegation (also known as staking) basis. WildSage is not providing the Service on a custody basis.
By accessing and/or using the Service, you as the user or delegator ("User") hereby accept and agree to the Terms of Service. Further, User agrees to be solely responsible for reviewing the Terms of Service and/or any modifications thereto. If User does not agree to the Terms of Service and/or any of its modifications, then User shall cease to use and will not be allowed further access to the Service.
WildSage Terms and Conditions
WildSage's Terms and Conditions ("Conditions") is available at https://legal.wildsage.io/ and shall be incorporated herein.
Privacy and Protection
WildSage places great importance on the protection of User's personal information. When using the Service provided by WildSage, User agrees that WildSage will collect, store, use, disclose and protect User's personal information in accordance with the Privacy Policy, available at https://legal.wildsage.io/privacy-policy.html.
Cookie Policy
We may from time to time use cookies on our Website. Cookies are very small files which a Website uses to identify you when you come back to the site and to store details about your use of the site. Cookies are not malicious programs that access or damage your computer. Most web browsers automatically accept cookies but you can choose to reject cookies by changing your browser settings. However, this may prevent you from taking full advantage of our Website. Our Website may from time to time use cookies to analyses Website traffic and help us provide a better Website visitor experience. In addition, cookies may be used to serve relevant ads to Website visitors through third party services such as Google AdWords. These ads may appear on this Website or other Websites you visit. Please refer to our Cookie Policy for further details at https://legal.wildsage.io/cookie-policy.html.
Service
As validator, WildSage shall allow the User access to the Services to delegate certain supported digital assets for staking. For the avoidance of doubt, delegated digital assets will be staked by WildSage and used to further validate the applicable protocol's network. WildSage, in its sole discretion, shall determine the network and server requirements to operate the Service, and shall bear the costs associated with the Service.
License
License to Access the Services. Subject to these Staking Terms of Service, we hereby grant User a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services for purposes of delegating supported digital assets to WildSage's validator addresses for staking on a supported blockchain.
Confidentiality
User agrees not to disclose any Confidential Information from the Service. "Confidential Information" includes (but is not limited to) information regarding WildSage, the Service, documentation, software, trade secrets embodied therein and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of the Confidential Information.
User Acknowledgement
Missed Rewards. Notwithstanding Section 8 of this Agreement, User acknowledges and agrees that WildSage is not responsible for any loss or value of rewards accumulated from the Service. Further, User is expected to monitor its expected rewards independently. WildSage shall not be responsible for reporting the expected rewards for User.
Slashing. User acknowledges and agrees that the applicable protocol may be subject to reduction or forfeiture of the digital assets staked as part of the Service ("Slashing Penalties"). User understands and accepts the risk of loss of up to all of their staked digital assets if a slashing event were to occur. The User acknowledges and agrees that WildSage makes no assurances or guarantees for compensation the User for Slashing Penalties, and that any instances thereof are at WildSage's discretion on a case-by-case basis and not an indication or guarantee of future actions or assurances.
Limitation of Liability
Disruption in Payouts. Notwithstanding anything in this Agreement to the contrary, in the event of a disruption in Service not caused by a Force Majeure event (as defined in Section 26 below) and directly resulting from the gross negligence or wllful misconduct of WildSage, if User incurs a loss in rewards, then WildSage shall offer either compensation or credits to User, such compensation or credits to be determined by WildSage in its sole and absolute discretion. For the avoidance of doubt, the compensation and/or credit issuance by WildSage as a result of WildSage's gross negligence or wllful misconduct shall be the User's sole and exclusive remedy with respect to a loss of rewards.
DISCLAIMER. THE SERVICES, WEBSITE, AND ANY OTHER PRODUCTS, SOFTWARE OR TECHNOLOGY PROVIDED BY US HEREUNDER IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE STAKING TERMS OF USE, AND HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE FURTHER DISCLAIM ANY LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSSES RESULTING FROM OR IN CONNECTION WITH SLASHING PENALTIES.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL WILDSAGE BE LIABLE TO USER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES OR LOST PROFITS, INTEREST, ATTORNEYS' FEES, COMPUTER FAILURE OR MALFUNCTION, DATA LOSS, LOSS OF GOODWILL, OR REVENUE ARISING OUT OF RELATING TO, OR IN CONNECTION WITH THESE STAKING TERMS OF SERVICE. TO THE EXTENT WILDSAGE'S LIABILITY IS NOT ALREADY EXCLUDED BY THE FOREGOING SENTENCE, WILDSAGE'S TOTAL CUMULATIVE LIABILITY, INCLUDING LIABILITY FOR DEFAULT, INDEMNITY, REWORK, RE-PERFORMANCE, OR REPLACEMENT, UNDER ANY CAUSE OF ACTION, WHETHER IN TORT, CONTRACT OR OTHERWISE AT LAW (A "CLAIM"), SHALL OTHERWISE BE LIMITED TO AN AMOUNT EQUAL TO ONE HUNDRED U.S. DOLLARS ($100).
Acknowledgment of Risk
You understand and agree that (i) use of the Services exposes you to considerable risk of loss; (ii) you may not earn any Net Rewards; (iii) the operation of the Services and any resulting Net Rewards, if any, may depend on services provided by third parties whom we do not control; (iv) Digital Assets and Supported Blockchains are new technologies that currently face uncertain and evolving regulatory requirements in many jurisdictions; and (v) one or more such jurisdictions may, in the future, adopt laws, regulations or directives that affect Digital Assets and/or Supported Blockchains and that may result in sudden changes (a) to the Services or (b) in connection with your Rewards or Digital Assets. For the avoidance of doubt, we specifically disclaim any liability for any losses or damages you experience in connection with any of the foregoing.
No Guarantee of Rewards
You have no right to a reward until it is distributed by the applicable blockchain. Staking rewards are provided via the applicable blockchain and not by WildSage. Unless otherwise specified, the "staking rewards rate" disclosed by us or others for a particular Supported Digital Asset is an annualized historical rate based on the staking rewards generated by us and/or the Staking Services Provider in providing staking services to our users for that Supported Digital Asset. This rate is an estimate and may change over time. WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY STAKING REWARDS, INCLUDING THE STAKING REWARDS RATES.
Indemnification
Client agrees to indemnify, defend and hold harmless WildSage, 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. WildSage shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by WildSage of any representation, warranty, or provision contained in this Agreement.
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 their own employees.
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 WildSage of such notice or violation.
General Terms
This Agreement (and any Exhibits hereto) 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.
This Agreement will be governed and interpreted in accordance with the laws of the Republic of Panama without reference to conflicts of laws principles.
WildSage 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.
No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.
Neither party will bring a legal action arising out of or related to the Agreement more than one (1) years after the cause of action arose.
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.
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.
Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.
No Third-Party Beneficiaries
The provisions hereof are solely for the benefit of the parties and are not intended to, and will not be construed to, confer a right or benefit on any other person.
Assignment
You shall not assign or transfer (whether by operation of law or otherwise) these Staking Terms of Use (or any rights or obligations hereunder) to a third party.
External Sites and Third-Party Content
The Website may contain links to third-party websites or content ("External Sites"). Such External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when (i) interacting with such External Sites, or (ii) downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
Dispute Resolution
If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
Any Dispute in connection with the Terms must be decided by arbitration, following an attempt at Conciliation, administered by Panama Conciliation and Arbitration Centre in accordance with its procedural rules for the time being in force.
All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.
If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
You agree that regardless of any statute or law to the contrary, any claim, arbitration claim, or cause of action you may have arising out of or related to the use of Terrafirma NFT or the services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Class Action Waiver
Notwithstanding anything to the contrary contained herein, any arbitration pursuant to these Staking Terms of Use must be on an individual basis. As a result, you may not join or consolidate claims in an arbitration by or against any other person, or litigate in court or arbitrate any claims as a representative or member of a class or private attorney general action.
Governing Law
The Terms are governed by the laws of Panama. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Panama without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice
Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force. The failure of CVI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
No Reliance on Information and Documentation
All information provided by us on this Website pursuant to these Terms is provided in good faith. You accept that any information provided by us is general information only. We derive our information from sources which we believe to be accurate and up to date as at the date of publication.
The supply of services may include hard or electronic material containing information, content instructions, a methodology, a process, training or training materials, spreadsheets, plans, guides, charts or other materials ('Documentation'). Client acknowledges and agrees that WildSage makes no guarantee, warranty or promises, express or implied that any of the Documentation of WildSage will achieve specific results including any financial results.
It is your sole responsibility to determine that our services meet your needs or the needs of your business or is otherwise suitable for the purposes for which it is used. All our information on our Website and through the supply of services is intended to assist you and does not in any way, nor is it intended to substitute professional, financial or legal advice. Results are not guaranteed and depend on your particular circumstances. WildSage takes no responsibility for your actions, choices or decisions.
Intellectual Property
Ownership. As between you and us, we own all rights, title, and interest in and to the Services and Website and any modifications, improvements, adaptations, enhancements, derivates thereto and any intellectual property rights related thereto, including, but not limited to, patent rights, trademark rights, copyrights, and trade secret rights and any other intellectual property and/or industrial rights recognized anywhere in the world.
No Other Right. Except for the limited license granted to you in Section 2.2, we do not grant or convey to you by implication, waiver, estoppel or otherwise any license to, any right, title, or interest in and to our intellectual property rights in or to the Services and Website or any other products, software or technology shared or made available by us under or in connection with these Staking Terms of Use.
No Reverse Engineering; Restrictions. You shall not directly or indirectly (i) copy modify, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or any other proprietary information or materials related to the Services or the Website, (ii) use the Services or Website to build a competitive product, software or other technology that could be used to offer similar services as to those offered hereunder, (iii) interfere with the Services or Website, their security, network and the operability of any of the foregoing, or (iv) introduce, post, or upload, (a) bugs, time bombs, time locks, traps, trojan horses, or (b) any other harmful code or software that can corrupt or damage data, storage media, programs, equipment, or any hardware used in connection with the Services or Website.
Termination
Either party may terminate at any time for any reason.
WildSage may terminate and/or prevent User's access to the Service in its sole discretion for any reason without prior notice.
Notwithstanding the foregoing and for the avoidance of doubt, termination of the Service by either party does not include the unbonding period for the applicable protocol staked by User ("Unbonding Period"). To the extent applicable, each protocol staked by User may be subject to an Unbonding Period upon termination of the Service.
Force Majeure
WildSage shall not be liable for any non-performance of its obligations pursuant to the Terms of Service if such non-performance is caused by a Force Majeure event. In case of a Force Majeure event, WildSage has the right to suspend or terminate its services immediately under the Terms of Service. "Force Majeure" events shall mean any event or circumstance, or any combination of events or circumstances which are beyond the control of WildSage. Such events or circumstances shall include, but are not limited to events or occurrences that delay, prevent or hinder WildSage from performing such obligations, war, armed conflict, terrorist activities, acts of sabotage, blockade, fire, lightning, network/protocol outage, acts of God, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, pandemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions, and regulatory, administrative or similar action or delays to take actions of any governmental authority.
Last Updated: 10 June 2024