These zonaris Staking Terms ("Terms") are entered into by and between the user ("Customer") and ZONARIS Ltd ("zonaris"). These Terms incorporate by reference and amend the zonaris standard terms, the disclaimer, and the privacy policy published by zonaris on its website zonaris.io. The head office is 80-83 Long Lane, London EC1A 9ET, UK,Company Registration Nr:16131854, UK. All references to zonaris.io or zonaris in this document or on the website includes references to and shall mean ZONARIS LTD.

By directly or indirectly accessing, including, but not limited to, indirectly linking your Digital Wallet (defined below) to the Services (defined below) through a site or service operated by a third party, or otherwise using the Services or any portion thereof, you hereby consent to be bound by these terms and conditions (“Staking Terms of Use”). These Staking Terms of Use are entered into, and create a legally binding agreement, by and between you, and any organisation you are acting on behalf of (“you” or “your”) and “zonaris.”, (“zonaris”, “we,” “our,” or “us”). You acknowledge and agree that these Staking Terms of Use supplement and do modify, amend, supersede or replace, the zonaris Privacy Policy or the General Terms of Use both of which are incorporated herein by reference. If there is any conflict between these Staking Terms of Use, the zonaris Privacy Policy, or the General Terms of Use, these Staking Terms of Use will control to the extent such conflict is in regards to the Services or any staking performed under or in connection with these Staking Terms of Use. We may amend or modify these Staking Terms of Use at any time and for any reason. The amended or modified Staking Terms of Use are effective immediately upon us posting them or otherwise making them available on https://zonaris.io (“Website”) and by continuing to link your Digital Wallet to our Services, or otherwise use our Services, you agree to such amended or modified Staking Terms of Use. You agree to be responsible for reviewing the Staking Terms of Use and any amendments or modifications thereto. If you do not agree with the Staking Terms of Use, your sole and exclusive remedy is to cease your use of the Services and/or Website.
 

1. PART A ZONARIS TERMS 

 

1. DEFINITIONS

 

Affiliate means all direct and indirect subsidiaries of the Customer, the Customer’s direct and indirect holding companies, and all direct and indirect subsidiaries of those holding companies.

 

Authorised User means employees, contractors, or agents authorised by Customer or its Affiliates to access and use the Nodes under these Staking Terms of Use.

 

Blockchain means a digital ledger in which transactions made with a Digital Asset are recorded chronologically.

 

Customer’s Cryptocurrencies means the Digital Assets staked by the Customer and its end users on the Nodes under these Staking Terms of Use.

 

Customer Materials means any data, information, and other materials that Customer or its Authorised Users submit to the Nodes, including, without limitation, the personal information (such as name, email address, and other identifying information) of Customer and its Authorised Users.

 

Digital Asset means digital currencies, cryptocurrencies, decentralised application tokens, protocol tokens, smart contracts, Blockchain-based assets, stablecoins, crypto assets, and other crypto finance and digital assets and instruments, including BTC.

 

Documentation means the manuals, specifications, and other materials describing the functionality, features, operating characteristics, and use of the Nodes as zonaris may make available to Customer or its Authorised Users from time to time, whether in a written or electronic form.

 

End Users means the customers of the Customer and its Affiliates.

 

Fees mean the charge for the Customer’s access to and use of the Services calculated by applying the Commission Rate.

 

Force Majeure Events means acts of God, acts of any governmental body, war, insurrection, sabotage, pandemic, armed conflict, terrorism, embargo, fire, flood, strike or other labour disturbance, unavailability of or interruption or delay in telecommunications or third-party services, or virus attacks or hackers.

 

Infringement Claim means an allegation that the Customer’s access to and use of the Nodes in compliance with these Staking Terms of Use infringes or misappropriates any third-party intellectual property rights.

 

Node(s) means a copy of the distributed ledger which serves as a communication point that executes various essential network functions, such as creating, receiving, or sending information and validating transactions within a Blockchain supported by server hardware and software.

 

Platform means zonaris’s proprietary computational infrastructure or platform that it uses to perform the Services.

 

Protocol Rules means all applicable rules of the relevant Blockchain Applicable Protocol.

 

Representatives means, with respect to any Person, the directors, officers, employees, financial advisors, attorneys, accountants, consultants, agents, and other authorised representatives of such Person, acting in such capacity.

 

Services mean staking services, which can be more particularly described as the locking, delegating or otherwise dedicating, for a fee, of a certain amount of Digital Assets within a wallet (or another medium) to validate transactions on the blockchain, based on proof of stake mechanism to be provided by zonaris and any BTC platform (including Babylon Protocol)  used for that purpose.

 

Slashing Penalty means any penalty assessed by a network protocol for unavailability or slow, incorrect, or malicious performance.

 

Staking Rewards means any Digital Asset reward due under the Protocols for the relevant Blockchain to the Customer as a result of the Customer’s use of the Service or the delegation of the Customer´s (or End User´s) Digital Assets to a validator node or finality provider operated by zonaris, including block rewards, endorser rewards, and transaction fees, and Digital Asset rewards earned by Customer, Customer´s End users and delegators, to the extent such end users or delegators have themselves staked their Digital Assets on the zonaris Nodes under these Staking Terms of Use.

 

2. ZONARIS STAKING SERVICES AND RISKS

 

zonaris is a “staking as a service” provider. It enables the Customers who hold Digital Assets to stake them directly on the zonaris platform. These Staking Terms of Use between zonaris and the Customer govern the execution and receipt of the zonaris Staking Services provided by zonaris to the Customer. 

 

PLEASE NOTE THAT REWARDS RATES FOR STAKING ARE PRE-DETERMINED AND REGULATED BY THE RULES OF THE RELEVANT OPEN-SOURCE BLOCKCHAIN PROTOCOL CODE. WHILE THE REWARDS RATE MAY BE FIXED, REWARDS ARE ONLY GUARANTEED TO VALIDATORS THAT PROPERLY BATCH TRANSACTIONS INTO NEW BLOCKS ACCORDING TO THE PROTOCOL'S RULES AND, IN SOME CASES, FOR VERIFYING THE WORK OF OTHER VALIDATORS ON THE NETWORK. IT IS IMPORTANT TO NOTE THAT THERE ARE RISKS ASSOCIATED WITH STAKING, INCLUDING THE POSSIBILITY OF SLASHING PENALTIES WHICH MAY RESULT IN THE LOSS OF A PORTION OF THE STAKED ASSETS. HOWEVER, AT ZONARIS, WE CAN CONNECT THE CUSTOMER; AT ITS SOLE DISCRETION; WITH SLASHING COVERAGE PROVIDERS TO HELP MITIGATE THE IMPACT OF THIS RISK. IT IS IMPORTANT TO THOROUGHLY UNDERSTAND THE RISKS AND REWARDS ASSOCIATED WITH STAKING BEFORE PARTICIPATING IN ANY STAKING ACTIVITIES:

 

3. RISKS ACCEPTANCE/RISK DISCLAIMER

 

3.1 Certain aspects.The Customer shall acknowledge the following aspects in relation to:

 

Regulatory Changes. Blockchain technologies and regulation related to anti-money laundering and financial regulations. The Customer(s) need(s) to acknowledge that certain Services, including their availability, could be impacted by one or more regulatory requirements.

Tax. The Customer(s) hereby accepts the fact that the Staking Rewards may be considered tax events according to the legislations under which the Customer is subject to taxation. Consequently, zonaris cannot be liable for any losses in this regard.

Cybersecurity. Ransomware organisations may attempt to interfere with our products, including service attacks, spoofing, malware attacks etc. Consequently, we need to be able to get our customer to acknowledge that we could not manage this and, thus not liable in this case.

 

3.2. Use at your own risk/ No Investment Advice

The effective or actual earnings or rewards of the user depend on many dynamic variables (directly or indirectly) used in the calculator. Any results presented are based on prediction formulas and we do not guarantee any kind of accuracy of the data, earnings or rewards so presented.

The staking calculator on zonaris.io is for informational purposes only. Any data or information presented must and should not be considered investment advice, financial advice, trading advice or any other sort of advice. zonaris.io never recommends or endorses any investment decision such as buying, selling or holding a digital asset of any kind. Do not use any data or information presented on this platform as the only reference for your investment decision. The data may be wrong and is never sufficient to make investment decisions. You (the User) assumes all risks associated with the decision to use money or funds or assets in any particular manner, (including, without limitation, all decisions directly or indirectly connected with (A) the purchase of, the investment in, acquisition of, the mining or staking of, or acceptance of any restrictions of sale or trading with respect to specific digital/crypto currencies or digital/crypto currencies in general or (B) choosing to purchase or take any other actions outlined in A in lieu of other uses of assets or funds available to the user. Due to the possible use of different currencies, all benefits derived by the User may be affected by changes in exchange rates. Further significant risks connected with the participation of the User in a blockchain/ Blockchain platform/staking a node on a blockchain platform are price risk, credit and counterparty risk, liquidity risk, custody risk, derivative risk and operational risks related to that direct relationship of the User with the blockchain and are therefore fully assumed by the User. The User acknowledges further that even despite careful decision applied by the User, a temporary or permanent loss of funds or assets or capital cannot be ruled out. 

Customer Due Diligence Make your due diligence and consult your financial advisor before investing in any digital asset. Users must and should perform their own due diligence before making any decisions on the use of their assets. You should only make investment decisions after evaluating many different sources, information providers and opinions. Digital Assets should be considered a very risky investment class. Do not invest anything that you can´t afford to lose. Zonaris.io will not be held responsible for any investment decision you make based on the information provided on the platform.

 

No guarantee of accuracy: Please consider all data and information presented on this platform simply as conservative estimate. While zonaris aims to provide reasonable and accurate information, all data and information presented on this platform may be wrong or may not reflect the current or actual up to date status. All information is subject to change and zonaris.io does not guarantee accuracy or completeness. The metrics presented are based on its own methodology and may be misinterpreted by the User. The annualised or monthly staking yields, returns or issuance rates presented are mostly based on current conditions of the relevant network and will effectively diverge. The calculator for staking rewards or dividends is simply an estimation of returns and any output may effectively diverge. Proof of Stake in general is mostly based on randomness to select wallets for block producing rights. Therefore, it is not possible to calculate accurate returns. 

 

No endorsement of third-party platforms: zonaris.io is not affiliated with any cryptocurrency / digital asset or staking service. Comments on the platform by other users simply reflect the author’s personal opinion and the author may or may not be invested in these digital assets. zonaris.io does not receive any compensation to list any digital asset or staking service and may act as an affiliate for exchanges, staking services or other products. Referrals with a successful registration initiated through zonaris.io outgoing links may lead to compensation for zonaris.io . Please consider the above by using the website and especially by clicking on links and referrals from zonaris.io 

 

4. SERVICE LEVELS

 

These Staking Terms of Use apply to the following “Applicable Protocols”: Bitcoin (“BTC”), Streamr and Gnosis. The Customer acknowledges that the list of the “Applicable Protocol” may be updated from time to time following the mutual agreement between the Parties.

 

5. ACCESS AND USE OF THE NODES

 

5.1 Access to the Nodes. zonaris hereby grants Customer and its Affiliates a worldwide, non-exclusive, non-assignable right or licence, without the right to grant sublicences (save, as applicable, rights to their End Users), to access and use the Services and Nodes and any Documentation that zonaris may provide in connection therewith to develop, launch, and manage the Nodes for Customer’s individual purposes or business purposes which includes the deposit and staking of Digital Assets which the Customer and/or its Affiliates hold on a custodial and on a non-custodial basis from End Users subject to these Staking Terms of Use.

 

6. COMMISSIONS FEES

 

6.1 Commission Fees. The Customer agrees to pay zonaris all Fees due and payable. All Fees are exclusive of all sales, use, and other applicable taxes, all of which shall be for the Customer’s account. If such taxes apply to the Services, zonaris shall charge Customer any such taxes and indicate such taxes as a separate line item in Customer’s invoice. Unless expressly provided in these Staking Terms of Use, all fees are non-refundable.

 

7. LIMITATION OF ZONARIS’S LIABILITY

 

7.1 zonaris’ Maximum Liability: zonaris shall not be liable for any indirect damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the Nodes provided there has been no gross negligence, wilful misconduct, or fraud on the part of zonaris. zonaris’s maximum liability for any direct damages shall in no event exceed, in the aggregate, the lower of (i) the total Fees that Customer has paid to zonaris within the twelve (12) months immediately preceding the events giving rise to any claim; or (ii) GBP 1,000,000.

8. EXCLUSIONS. Unless caused in part or in the whole by zonaris’ gross negligence, wilful misconduct or fraud, zonaris shall not be responsible nor liable for any failure in the Services, missed Staking Rewards, Slashing Penalties or any other damages or losses resulting from, caused by or attributable to (i) protocol-wide malfunction of a supported Blockchain, (ii) bug in validator customer software, or malfunction by other validators than those operated by zonaris, (iii) Customer’s delay in or failure to take any actions upon which zonaris’s performance is dependent; (iv) Customer’s failure to use the Services following zonaris’ requirements, including without limitation, the Documentation; (v) Customer’s failure to act in accordance with the network protocol; (vi) Customer's products or services, or Customer’s (or its Authorised Users’ or Representative’s or End User’s) gross negligence, wilful misconduct, or (vii) unauthorised access, breach of firewalls or other hacking by third parties, except to the extent such access, breach or hacking is caused by zonaris’ gross negligence or wilful misconduct. For the avoidance of doubt, zonaris will not be liable for correlated Slashing Penalties caused by non-zonaris validators slashing on the Ethereum Blockchain.

 

9. FORCE MAJEURE EVENTS

 

Neither Party will be deemed in breach of these Staking Terms of Use for any failure or delay in performance to the extent caused by Force Majeure Events. If zonaris is unable to provide the Services due to a Force Majeure Event, the Customer shall not be obliged to pay the Fees for the relevant period.

 

10. EXPORT RULES

 

The Customer(s) shall comply, at their own expense, with all laws that apply to or result from their obligations under these Staking Terms of Use. By accessing and using the Services, the Customer represents and warrants that it is not on any trade or economic sanctions lists, such as (but not limited to) the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied person List”.

 

11. MODIFICATION AND DISCONTINUANCE

 

At our sole discretion, we reserve the right to modify, discontinue, replace, temporarily or permanently the Service Content or functionalities or operations or its parts at any time with or without notice. What constitutes a content, functionality, or operational change will be determined at our sole discretion. zonaris reserves the right to rename hosted nodes on behalf of the User. You agree that zonaris will not be liable to you or to any third party for any modification, suspension, change of content, functionality, or operation or suspension or discontinuance of the Service. We have no obligation to retain Your account for any period of time beyond what may be required by applicable law.

 

12. USER RESPONSIBILITY

 

Moreover, You are solely responsible for all code, video, images, information, data, text, software, music, sound, graphics, messages, or other Content that you upload, post, publish, display or email or otherwise use via the Service. zonaris reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates the provisions mentioned above.

 

13. TERMINATION AND LIMITATION OF ACCESS

 

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, we will terminate the Service at our sole discretion for the users who are deemed to be repeated copyright infringers. zonaris may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. Upon termination, your right to use the Service will immediately cease.

 

14. GOVERNING LAW

 

These Staking Terms of Use shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising under or in connection with them shall be subject to the exclusive jurisdiction of the English courts.

 

15. ARBITRATION

 

Any disputes arising out of or relating to these Staking Terms of Use, including the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration, shall be London, England. The language to be used in the arbitral proceedings shall be English.

 

16. WAIVER OF CLASS ACTION

 

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, (1) no arbitration or proceeding shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated or resolved on a class-action basis or to utilise class action procedures; and (3) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

 

17. WEBSITE

 

The official website of zonaris is zonaris.io

 

18. CONTACT INFORMATION

 

For any questions regarding these Staking Terms of Use, please contact us at marizak@zonaris.com.

 

This document is subject to change and may be updated at zonaris’s discretion. Please refer to our website zonaris.io for the most current version of these Staking Terms of Use.
 

 

ZONARIS LTD 

80-83 Long Lane, London EC1A 9ET, UK | https://zonaris.io

Company Registration Nr: 16131854| 

 

1. PART B ADDITIONAL SUPPLEMENTARY BABYLON PROTOCOL TERMS:

 

Please read these Terms of Use ("Terms") carefully before interacting with or otherwise using the website at babylonlabs.io including any content, tools, applications, services, or features (the "Website") or the zonaris finality providers or validator nodes or the user interface at https://btcstaking.babylonlabs.io including any content, tools, applications, services, or features (the "Interface") or the API described here including any content, tools, applications, services, or features (the "API", and together with the Website, the "Services").

These Terms (and any other terms or policies referenced in these Terms) govern your use of the Services and apply to you and each individual, entity, group, or association (each and collectively, "you", "your") who views, interacts with, links to, or otherwise uses the Services. Any use of the Services serves as your acceptance of these Terms. You agree to comply with all of these Terms.

If you do not meet the eligibility requirements set forth in Section 2, or are otherwise not in compliance with these Terms, you must not interact with, or access, or otherwise use the Services.

Please read the binding arbitration provision and class action waiver in Section 16 below, both of which impact your rights as to how disputes are resolved and limit the manner in which you can seek relief from us. You will be permitted to pursue claims against us or our agents only on an individual basis and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. Applicable law may permit you to opt out of these arbitration provisions within a brief amount of time after you accept these terms. In either case, the provisions of Section 17, "governing law", will apply.

We may change, add, remove, or modify these Terms including any provisions in these Terms, at any time in our sole discretion. If we do, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. It is your responsibility to check these Terms periodically for changes, and we encourage you to do so regularly. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

"Babylon Labs", "we", "our", or "us" means Babylon Labs Ltd.

1. THE INTERFACE AND THE PROTOCOLS

You might want to interact with the Babylon Bitcoin staking protocol, the Babylon time-stamping protocol, and Babylon Genesis and its native token BABY (the “Babylon Protocols”), and other publicly available protocols and networks such as the Bitcoin protocol (together with the Babylon Protocols, the ”Protocols”). Anyone with internet access and technical sophistication can interact directly with the Protocols. The Interface is a free web application that connects users to one or more Protocols, much like you use a web browser as an interface to connect to the internet. You don’t need the Interface to interact with the Protocols, but it helps. The Interface also displays publicly available third-party information available from other sources.

Know Your Protocols. By interacting with the Protocols, you can access their functionalities, for example, to self-authorize a staking transaction handled by the Protocols. The Interface and API are provided by us as supported by a community of contributors (collectively, "Provider"). You should research and understand the Protocols before using them. You can review their software source codes that are freely licensed to the public and available at GitHub. We do not operate or control the Protocols, or their validators or finality providers, although we may contribute to the code base used by those who do.

Bring Your Own Wallet. The Interface does not have its own crypto wallet. You will need to use a third-party wallet provider. The Interface is a non-custodial application, and we do not ever have custody, possession, or control of your Bitcoin, cryptocurrency, or blockchain tokens ("Digital Assets"). You are solely responsible for your custody of your Digital Assets and the cryptographic private keys to the Digital Asset wallets you hold. You should never share your private keys, wallet credentials, or seed phrase with anyone. Compatibility of the Interface with wallet applications, devices, or other third-party applications is not an endorsement or recommendation of such applications or devices, or a warranty, guarantee, promise, or assurance regarding their fitness or security. We are not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your wallet or your Digital Assets, which arise directly or indirectly from your failure to comply with these Terms.

Your BTC is at Stake. You may use the Interface to send instructions to the Bitcoin protocol to stake your bitcoin. Full native Bitcoin staking may not be enabled when you stake your Bitcoin. However, full Bitcoin staking may be enabled without any notice to you. Once enabled, a portion or the entirety of your staked Bitcoin may be forfeited (what is commonly described as slashing) depending on the Protocol, the finality provider, and the proof-of-stake network for which you staked your Bitcoin.

Network Fees. We do not collect any compensation from you for use of the Services in accordance with these Terms. However, you will need to pay network fees to have transaction messages delivered through the Protocol and results recorded on the appropriate blockchain. Examples include staking, unbonding, and withdrawal transactions. The Interface may provide estimates of network fees. However, the actual network fee may be different and may be a higher amount. Provider does not receive such fees and has no ability to reverse or refund any amounts paid in error. If you lock your bitcoin in a staking transaction without the necessary amount of bitcoin to pay for the unbonding and withdrawal transactions, your bitcoin will be forever locked. Provider will have no liability for any difference between the amount of the estimate and the actual network fee, or for you locking your bitcoin with insufficient bitcoin to pay for the unbonding and withdrawal.

Your Keys, Your Coins. The Provider and the Interface are not agents or intermediaries. Neither the Interface nor Provider stores, has access to or control over any of your Digital Assets, private keys, passwords, accounts or other property of yours. Neither the Interface nor Provider is capable of performing transactions or sending transaction messages on your behalf. Neither the Interface nor Provider holds or has the ability to purchase, sell or trade any Digital Assets. All transactions relating to the Protocol are executed and recorded solely through your interactions with the respective blockchains. The interactions are not under the control of or affiliated with Provider or the Interface.

You may give staking, unbonding and withdrawal instructions to the Protocols, but we cannot initiate those, nor can we prevent slashing. All draft transaction messages are sent to a third-party wallet application or device you designate by pressing the ‘Connect Wallet’ (or similar) button on the Interface. You must personally review and authorize all transaction messages you wish to send by signing the relevant transaction message with a private cryptographic key that is inaccessible to the Interface or Provider.

No Bitcoin-Native Assets (Besides Bitcoin). Do not connect or use a Bitcoin wallet holding BRC-20, ARC-20, Runes, or other NFTs or Bitcoin-native assets (other than bitcoin) with the Interface. They are still in their infancy and in an experimental phase. Software built for the detection of such tokens to avoid their misspending may not work, and you may lose all your fungible tokens.

2. ELIGIBILITY

You are not eligible to access or use any Service, and you represent and warrant that you will not access or use any of the Services:

a) unless you are at least 18 years old and have the legal capacity to consent and agree to be bound by these Terms;

b) unless you have the technical knowledge necessary or advisable to understand and evaluate the risks of using the Interface and the Protocols;

c) if you are a resident or agent of, or an entity organized, incorporated or doing business in, any country to which the United States, the United Kingdom, the European Union or any of its member states or the United Nations (collectively, the "Major Jurisdictions") embargoes goods or imposes sanctions (such embargoed or sanctioned territories, collectively, the "Restricted Territories");

d) if you are, or if you directly or indirectly own or control, or have received any assets from any blockchain address or from any person that is listed on any sanctions list or equivalent maintained by any of the Major Jurisdictions (collectively, "Sanctions Lists Persons");

e) to transact in or with any Restricted Territories or Sanctions List Persons;

f) to engage in any act, practice, or course of business that operates to circumvent any sanctions or export controls targeting you or the country or territory where you are located;

g) if you are a U.S. Person as defined in 17 CFR § 230.902, or currently or ordinarily located or resident in (or incorporated or organized in) the United States of America, Canada, or Australia (collectively, "Excluded Jurisdictions"), or to transact in or with Excluded Jurisdictions;

h) by utilizing a virtual private network (e.g., a VPN), or by otherwise preventing us from correctly identifying the IP address of your computer;

i) by employing any device, scheme or artifice to defraud, or otherwise materially mislead, any person;

j) in connection with any cyberattack including any ’sybil attack‘, ’DoS attack‘, ’griefing attack‘, virus deployment, or theft;

k) to commit any violation of applicable laws, rules or regulations in your relevant jurisdiction; or

l) for any activity that involves data mining, robots, scraping or similar data gathering or extraction methods of content or information from any of our Services;

m) to solicit personally identifiable information from anyone under the age of 18;

n) to post any information that is harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory;

o) to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein;

p) to engage in any activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights; or

q) to engage in any activity that transmits, exchanges, or is otherwise supported by the direct or indirect proceeds of criminal or fraudulent activity.

We may modify the list of Restricted Territories and Excluded Jurisdictions at any time. We reserve the right, in our sole discretion, to determine the eligibility of users for the Protocols and the Services. We reserve the right to cease your access or use of the Services at any time, change any indication or rating by us of your participation, at any time without notice, in our sole discretion and for no reason or any reason whatsoever, including for breach of these Terms.

Further, you are not eligible to use and may not use the Interface or API for, and our license under Section 6 to the Interface or API does not extend to, any Competing Use. "Competing Use" means any access or use in or for any product, software, protocol, network, application, or service that is made available to any party and that (i) substitutes for the use of the Babylon Protocol, (ii) offers the same or substantially similar functionality as the Babylon Protocol or (iii) is built on or uses a protocol with substantially similar functionality as the Babylon Protocol or otherwise facilitates the staking of Bitcoin other than by utilizing the Babylon Protocol. "Babylon Protocol" means the Bitcoin staking protocol as further described in the documentation here, as updated from time to time.

3. CONTENT; PERMITTED USE

Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "Content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to us and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights. Except as expressly provided in these Terms, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

Our trade names and logos are trademarks or registered trademarks of ours. All other names and logos on the Services are trademarks or registered trademarks of their respective owners, where applicable. References to any third party-owned trademarks on or in the Services are for informational purposes only and is not intended to indicate or imply any affiliation, association, sponsorship or endorsement by any owners of such third party-owned trademarks.

You agree to each of the following:

a) The Content is only being provided as an aid to your own independent research and evaluation and you should not take, or refrain from taking, any action based on any Content.

b) The ability of the Interface or Website to interact with third-party wallet applications or devices, or to validator nodes, finality providers, or proof of stake networks or protocols is not an endorsement or recommendation by or on behalf of Provider, and you assume all responsibility for selecting and evaluating, and incurring the risks of any bugs, defects, malfunctions or interruptions of any such applications, devices, operators, protocols, or networks.

c) You will not hold Provider or any of its or their affiliates, officers, directors, shareholders, members, representatives or agents (collectively, "Provider Parties") liable for any damages that you may suffer in connection with your use of the Services or the Protocol.

d) The Content available on the Services is not professional, legal, business, investment, or any other advice related to any financial product, and is not an offer or recommendation or solicitation to buy or sell any particular Digital Asset or to use any particular investment strategy.

e) Before you make any financial, legal, or other decision, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

f) These Terms are not intended to, and do not, create or impose any fiduciary duties on any Provider Parties. The only duties and obligations that we owe you are those set out expressly in these Terms.

g) To the fullest extent permitted by law, Provider Parties owe no fiduciary duties to you or any other party. To the extent any such duties may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

4. CERTAIN RISKS AND DISCLAIMERS

You acknowledge, agree to, and assume the following risks and matters:

a) Provider may discontinue all or any part of the Services at any time, with or without notice.

b) Provider has no obligation to ensure that the Services provide a complete and accurate source of all information relating to the Protocols or other blockchain information.

c) You may want or need to rely on block explorers, validator nodes, finality providers, or other third-party resources.

d) The Interface and Protocols require that a certain amount of staked Bitcoin be locked for a certain period of time, and withdrawal of staked Bitcoin may be similarly delayed. We do not guarantee the security or functionality of any Protocols, or any third-party software or technology intended to be compatible with staked Bitcoin. You will not be able to unbond or withdraw Bitcoin from staking except as permitted by the Protocols, and we do not guarantee otherwise.

e) In providing information about tokens, the Interface associates or presumes the association of a token name, symbol, or logo with one or more blockchain systems. In making such associations, the Interface relies upon third-party resources which may not be accurate or may not conform to a given user’s expectations. Multiple smart contracts and blockchain systems can utilize the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token generally associated with such name or symbol. You must not rely on the name, symbol, or branding of a token on the Interface, but instead must examine the specific blockchain system and smart contract associated with the name, symbol, or branding and confirm that the token meets your expectations.

f) Neither Provider nor the Interface is registered or qualified with or licensed by, reports to, or is under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or has been consulted by Provider regarding the accuracy or completeness of any information available on the Services. Similarly, the technology, systems, blockchains, tokens, and persons relevant to information published on the Interface may not be registered with or under the supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. Neither Provider nor any individual Interface contributor is registered as a broker, dealer, advisor, transfer agent or other intermediary.

g) The Protocols, including Babylon Genesis, are developing decentralized protocols and the economic mechanisms described in the Services are subject to change based on decisions made by the larger community of builders and users. The Protocols rely upon third parties to adopt and implement software and protocols as users and contributors of the Protocols. They also rely, in whole or partly, on third parties to develop, supply and otherwise support them. There is no assurance or guarantee that such third parties will continue to participate in the Protocol or that the Protocol will continue to function as intended.

h) BABY, as the native token of Babylon Genesis, may be subject to the risks of the Babylon Genesis network, including: (i) the technology associated with Babylon Genesis may not function as intended; (ii) the details of the Babylon Genesis token economics including the total supply and distribution schedule may be changed due to decisions made by the consensus of participants of the Babylon Genesis network; (iii) Babylon Genesis may fail to attract sufficient interest from key stakeholders or users; (iv) Babylon Genesis may not progress satisfactorily and Babylon Genesis tokens may not be useful or valuable; (v) Babylon Genesis may suffer from attacks by hackers or other individuals; and (vi) Babylon Genesis is comprised of open-source technologies that depend on a network of computers that are not owned or controlled by Provider to run certain software programs to process transactions.

i) Risks related to blockchain technology in general and Babylon Genesis in particular may impact the usefulness of Babylon Genesis, and, in turn, the utility or value of BABY. The software and hardware, technology and technical concepts and theories applicable to Babylon Genesis and BABY are still in an early development stage and unproven, there is no warranty that Babylon Genesis will achieve any specific level of functionality or success, nor that the underlying technology will be uninterrupted or error-free, and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs causing, potentially, the complete loss of any Babylon Genesis tokens held by Babylon Genesis users. It is important to understand that the primary purpose of BABY is to pay for network fees, provide a mechanism for securing consensus, and allow for decentralized governance on Babylon Genesis; it is not intended to serve as an investment.

j) As with most commonly used public blockchains, BABY is accessed using a private key that corresponds to the address at which they are stored. If the private key, or the "seed" used to create the address and corresponding private key are lost or stolen, the tokens associated with that address might be unrecoverable and will be permanently lost.

k) Public blockchain-based systems may be vulnerable to attacks. These attacks, if successful, could result in the permanent loss of BABY.

l) Babylon Genesis, BABY, and blockchain technology are nascent, and there may be additional risks not described above or that may be new or unanticipated.

5. NO WARRANTY, NO REPRESENTATIONS

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. Your access and use of the Services are at your own risk. There is no representation or warranty that access to the Services will be continuous, uninterrupted, timely, or secure; that the information contained in the Services will be accurate, reliable, complete, or current, or that the Services will be free from errors, defects, viruses, or other harmful elements. No advice, information, or statement made in connection with the Services should be treated as creating any warranty concerning the Services. There is no endorsement, guarantee, or assumption of responsibility for any advertisements, offers, or statements made by third parties concerning the Services.

Further, there is no representations or warranty from anyone as to the quality, origin, or ownership of any Content found on or available through the Services, and the Provider Parties will have no liability for any errors, misrepresentations, or omissions in, of, or about, the Content, nor for the availability of the Content, and they will not be liable for any losses, injuries, or damages from the use, inability to use, or the display of the Content.

6. LICENSE

Subject to the terms and conditions of these Terms and your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license, limited as set forth in these Terms, to use the Interface, API and Website. This is not a license to copy, distribute, transmit digitally, publicly perform, publicly display, or make derivative works of the underlying software.

7. PRIVACY POLICY

Please refer to our Privacy Policy for information on how we collect, use and disclose information from users of the Services.

8. THIRD-PARTY OFFERINGS AND CONTENT

References, links, or referrals to or connections with or reliance on third-party resources, products, services, or content, including smart contracts developed or operated by third parties, may be provided to users in connection with the Services. In addition, third parties may offer promotions related to the Interface. Provider does not endorse or assume any responsibility for any activities, resources, products, services, content, or promotions owned, controlled, operated, or sponsored by third parties. If users access any such resources, products, services, or content or participate in any such promotions, users do so solely at their own risk. You hereby expressly waive and release Provider Parties from all liability arising from your use of any such resources, products, services, or content or participation in any such promotions.

You further acknowledge and agree that Provider Parties will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such resources, products, services, content, or promotions from third parties.

We operate social media pages on third party networks and have social media icons on our Services. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.

Fork Handling

The Protocol, and all tokens may be subject to "Forks" that occur when some or all persons running the software clients for a particular blockchain system adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backward-compatible or backward-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some Forks may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original.

Provider cannot anticipate, control or influence the occurrence or outcome of Forks, and do not assume any risk, liability or obligation in connection therewith. Provider does not assume any responsibility to notify you of pending, threatened or completed Forks. Provider will respond (or refrain from responding) to any Forks in such manner as Provider determines in its sole and absolute discretion. Provider will not have any duty or obligation, or liability to any user if such response (or lack of such response) acts to your detriment. You assume full responsibility to independently remain apprised of and informed about possible Forks, and to manage your own interests and risks in connection therewith.

9. TAX ISSUES

The tax consequences of purchasing, selling, holding, transferring, or locking Digital Assets or otherwise utilizing the Services are uncertain and may vary by jurisdiction. Provider has undertaken no due diligence or investigation into such tax consequences, and you assume all obligation and liability for the tax consequences applicable to you.

10. LIMITATION OF LIABILITY

Except to the extent otherwise required by applicable law, under no circumstances will any of the Provider Parties be responsible or liable under any theory of liability, whether based in tort, contract, negligence, strict liability, warranty, or otherwise, for any damages of any kind arising from or relating to these Terms or the Services, including but not limited to direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation, loss of profits. The foregoing limitations apply even if any of the events or circumstances giving rise to such damages were foreseeable and even if the Provider Parties were advised of or should have known of the possibility of such losses or damages and notwithstanding any failure of essential purpose of any limited remedy.

Except to the extent otherwise required by applicable law, if, notwithstanding the other provisions of these Terms, any of the Provider Parties is found to be liable to you for any damages or losses which arise from or relate to these Terms or the Services, the total aggregate liability of the Provider Parties for any and all such claims, regardless of the form of action, is limited to one hundred US dollars (US$100.00).

THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties, or the limitation or exclusion of certain liabilities or damages. Accordingly, some disclaimers and limitations set forth in these Terms may not apply in full to you. However, the disclaimers and limitations of liability set forth in these terms will apply to the fullest extent permitted by applicable law.

11. INDEMNIFICATION

You will defend, indemnify, compensate, reimburse and hold harmless the Provider Parties from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) Your access, interaction with, or other use, or use by anyone else you enable or permit, of or conduct in connection with the Services; (b) your violation of these Terms or any other applicable policy or contract of Provider; or (c) your violation of any rights of any other person or entity; each, a "Claim". We may, in our sole discretion, require you to defend one or more Provider Parties in any Claim.

12. POINTS AND INCENTIVES

You may be attributed by us or third parties certain reputation indicators, loyalty points, or other intangible rewards related to your activities including staking (collectively, "Points"). Points are not blockchain tokens. Points are not, and may never convert to, accrue to, be used as basis to calculate, or become any other tokens or other Digital Asset or distribution thereof. Points are virtual items with no monetary value. Points do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Points are not transferable, and you may not attempt to sell, trade, or transfer any Points, or obtain any manner of credit using any Points. Any attempt to sell, trade, or transfer any Points will be null and void.

We reserve the right to change, modify, discontinue or cancel any Points programs (including the frequency, criteria and calculation for earning such Points), at any time and without notice to you.

You agree not to engage in any manipulative, fraudulent, dishonest, or abusive activities in connection with Points. This includes, but is not limited to, creating multiple accounts to claim additional Points, using bots or scripts to automate claiming, or participating in any schemes that artificially inflate the perceived value of Points. We or our affiliates may terminate any or all of your Points due to such activities, or for breaching any license granted by us, and may disclose privately and publicly why such action was taken. Points may not be available in your jurisdiction.

13. PROMOTIONS

Besides our Points program, we may run various promotions, incentives, or giveaways (each, a "Promotion") communicated through official Babylon Labs communication mediums, including blog posts, email, social media, and the Discord server. Applicable details, including any qualification periods, entry procedures or requirements, award or selection criteria (to be determined at our sole discretion), and notification procedures will be referenced there. Promotions are void where prohibited and open only to individuals who can lawfully participate in such Promotions in that individual's particular jurisdiction.

14. COPYRIGHT POLICY

If you are a copyright owner and believe that any Content on the Website infringes upon your copyrights, you may submit a notification to us via email at contracts@babylonlabs.io with the following information:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.

• A description of the material that you claim is infringing and where it is located on the Services.

• Your address, telephone number, and email address.

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

15. USER SUBMISSIONS, FEEDBACK AND INFORMATION

You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, "Feedback") is non-confidential and non-proprietary, that we may treat as public information, and may be shared with others on other sites and platforms. You hereby grant us an unrestricted, irrevocable, universe-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Feedback in any manner, with the right to sublicense.

16. DISPUTE RESOLUTION; ARBITRATION AGREEMENT

Please read the arbitration provisions in this Section 16 of the Terms carefully (the "Arbitration Agreement"). It requires you to arbitrate disputes with Babylon Labs, its affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the "Babylon Parties") and limits the manner in which you can seek relief from the Babylon Parties.

A. Informal Dispute Resolution:

There might be instances when a dispute arises between you and the Babylon Parties with respect to the Services or these Terms ("Dispute"). If that occurs, we are committed to working with you to reach a reasonable resolution in good faith. Most Disputes can be resolved quickly and to your satisfaction by emailing user support at contracts@babylonlabs.io ("Our Address"). However, if such efforts prove unsuccessful, you may send a written Notice of Dispute by email to Our Address ("Notice"). The Notice must describe the nature and basis of the Dispute and set forth the specific relief sought.

If Babylon Labs and you do not resolve the Dispute set out in the notice within sixty (60) calendar days from the date of receipt, you or Babylon Labs may commence an arbitration proceeding. Both you and Babylon Labs agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

B. Applicability of Arbitration Agreement:

All unresolved disputes, claims, or controversies arising out of or relating to any of the Services, these Terms, or any other acts or omissions for which you may claim that that we are liable, including, but not limited to, any dispute, claim, or controversy as to arbitrability, will be finally and exclusively settled by arbitration administered by the London Court of International Arbitration ("LCIA") under the LCIA Arbitration Rules in force at the time of the filing for arbitration of such dispute,

This Arbitration Agreement will survive termination of these Terms, the Services, or any connection you may have to the information you obtained from the Interface.

C. Additional Terms of the Arbitration

The following terms apply to any Arbitration proceedings commenced under this Agreement:

• The arbitration will be held before a single neutral arbitrator, unless either party requests three arbitrators, in which case it will be held before three neutral arbitrators.

• The arbitration will be conducted in the English language.

• The arbitration will be held in the Cayman Islands and the Cayman Islands will be deemed the 'seat of arbitration'.

• All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.

• Any judgment or award made or rendered by the arbitrator(s) may be entered in any court of competent jurisdiction as necessary.

• The parties will keep the arbitration proceedings confidential and not disclose any information regarding the arbitration to any third party except as follows. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the "Confidential Information") will not be disclosed to any non-party except the tribunal, the ICC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration, or as necessary to enforce or challenge and award in bona fide legal proceedings, or as required by law. This confidentiality provision will survive termination of these Terms and of any arbitration brought pursuant to these Terms.

D. Other Terms

If applicable law allows the enforcement of this Arbitration Agreement only if you have an opportunity to opt out of these arbitration provisions within a certain amount of time after you accept these Terms, then you have 30 days from your first use of any of the Services in which to opt out of such arbitration terms by sending an email to Our Address. This email should notify us that you wish to opt out and provide us with your full name, entity name if you have one, and jurisdiction.

We reserve the right to modify or update this Arbitration Agreement at any time. Any such changes will take effect immediately upon us posting the revised Agreement to the Website. If you do not agree with the changes, you may opt out within 30 days of the change by sending written notice to Our Address. otherwise, your continued use of the services will constitute your acceptance of the updated Arbitration Agreement.

To the extent you reject any future changes, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes).

E. Class Action Waiver; Jury Trial Waiver

You agree to bring all disputes or claims connected to the Services in your individual capacity and not as a plaintiff in or member of any class action, collective action, private attorney general action, or other representative proceeding. Further, if any Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.

Further, if for any reason a claim by law or equity must proceed in court rather than in arbitration: (a) you and we irrevocably waive the right to demand a trial by jury, and (b) you and we agree to submit to the exclusive jurisdiction of the courts of the Cayman Islands and any courts competent to hear appeals from those courts.

F. Exclusions

Notwithstanding the foregoing agreement to arbitrate, you or we may bring any disputes, claims, suits, actions, causes of action, demands or proceedings in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, in any court of competent jurisdiction.

17. GOVERNING LAW

These Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to the principles of conflict of laws. Except as expressly set forth in Section 16, "Dispute Resolution; Arbitration Agreement" the exclusive jurisdiction for all Disputes will be the courts located in the Cayman Islands, and you waive any objection to jurisdiction and venue in such courts.

18. MISCELLANEOUS

The word "or" as used in this Agreement has an inclusive meaning, equivalent to "and/or". The terms ‘include’ and ‘including’ will be deemed to be immediately followed by the phrase "without limitation". The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. The word "will" as used in this Agreement has its common meaning, as well as the meaning ascribed to the word "shall": expressing a current obligation or status, or obligation or status that will arise in the future. All provisions of these Terms are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. Our failure to insist on or enforce strict performance of these Terms shall not be deemed a waiver by us of any provision or any right we have to enforce these Terms. Any such waiver must be in writing in order to be effective. The parties declare that they have required that these Terms and all documents related hereto, either present or future, be drawn up in the English language only: Les parties déclarent par les présentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rédigés en langue anglaise seulement.

These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. No joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of these Terms or your use of the Services. The United Nations Convention on Contracts for the International Sale of Goods does not apply and is expressly excluded.

If you are entering into these Terms on behalf of a company or other legal entity, group, or association, you represent that you have the authority to bind such entity to these Terms, in which case the Terms "you" or "your" refers to you and such entity, group, or association. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and you may not use the Services.

These Terms and the Privacy Policy constitute the entire agreement with respect to the subject matter of these Terms and the Privacy Policy, including the Services. These Terms, including the Privacy Policy, supersede all prior terms, written or oral understandings, communications, and other agreements relating to the subject matter of these Terms and the Privacy Policy; provided, however, that if any provision of these Terms conflicts with any provision of any other contract you have entered into directly with us, the provision that is more protective of and beneficial to us will govern.

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