Terms and conditions for KAIT-STAKING

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES THAT HAVE LINKED TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THEM TERMS AND ALL TERMS INCORPORATED BY REFERENCE AND IN PARTICULAR TO OUR WEBSITE TERMS OF USE AND OUR ELECTRONIC ACCESS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT USE OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES.

 

1. Scope

These Terms and Conditions between KAIT COIN (“KAIT”) and the Client (hereafter the “Agreement") govern the execution and receipt of the KAIT-STAKING Service (the “Service”) provided by KAIT to the Client. They apply to all staking services provided by KAIT, regardless of which staking service is used. Other product or service-specific agreements and other special regulations for staking transactions are reserved.

 

2. Description of the service

The KAIT-STAKING Service is a digital asset staking service operated by KAIT, where the Client can stake digital assets to one or several valuators’ operated by KAIT for the purpose of gaining staking rewards. KAIT agrees to grant the Client access to the Service pursuant to the terms and conditions set forth in this Agreement and the Client agrees to use the Service only in strict conformity with such terms and conditions. KAIT-STAKING is an IT service, where KAIT operates valuators; KAIT-STAKING is not an investment service.

 

3. Definitions

Terms used in this Agreement with their initial letters capitalised have the meanings ascribed to them in this section or where they are elsewhere defined in this Agreement. Any term defined in the singular will have the corresponding definition in the plural (and vice versa). As used in this Agreement:

 

“Agreement” means these Terms and Conditions and all attachments, including any Order Forms signed by the Parties.

 

“Client” means the Party using the Service provided by KAIT.

 

“Confidential Information” means all non-public information disclosed by one party to the other in connection with this Agreement that the disclosing party marks as confidential or which the receiving party should reasonably know to be the confidential information of the other party.

 

“Party” means the Client or KAIT, as applicable, and “Parties” means the Client and KAIT collectively.

 

“PoS” means Proof-of-Stake.

 

“Proof-of-Stake” means a distributed ledger/blockchain consensus algorithm where Digital Assets are “staked” to a Validator to validate transactions. This definition includes any types of proof-of-stake algorithms including delegated proof-of-stake algorithms (DPoS).

 

“Service” means KAIT’ provision of proof-of-stake validation IT services to Supported Networks, including, without limitation, producing and validating new blocks, processing transactions, and securing the network.

 

“Slashing Penalties” means any penalty assessed by the Supported Network for KAIT’ failure to perform the Service according to the Supported Network Protocol.

 

“Staking” means use of the Service by the Client to gain Staking Rewards.

 

“Staked Digital Assets” means the Digital Assets that the Client has Staked with the Service.

 

“Staking Rewards” means digital assets distributed by the Supported Network in compensation for “staking” less KAIT fees and any Slashing Penalties.

 

“Supported Network” means any distributed ledger/blockchain network for which KAIT is able to perform the Service.

 

“Supported Network Protocol” means the rules by which the Supported Network operates including but not limited to the process for Staking, the quantity and timing of Staking Rewards, and the conditions under which Slashing Penalties are imposed.

 

“Validator” means a validator node, a baker or equivalent validating blocks and/or transactions for a distributed ledger/blockchain network using a proof-of-stake consensus algorithm.

 

4. KAIT’ responsibilities: during the Term of the Service

KAIT operates the Service in a diligent and professional manner in accordance with applicable IT industry standards.

 

The KAIT-STAKING Service is a non-custodial service: the Client is responsible for maintaining the security of its own accounts and private keys at all times. KAIT will never ask for private keys in any circumstance. KAIT will not hold any client private keys at any moment and will not act as a custodian of Client’s funds.

 

5. Client’s responsibilities: during the Term of the Service

The Client will “stake” and “unstake” Digital Assets to one or several Validators operated by KAIT. Digital Assets can be staked or unstaked at the Client’s discretion, however, in all cases, Staked Digital Assets will be subject to the rules and conditions of the Supported Network Protocol. This includes but is not limited to bonding, lock-up, blocking, freezing periods, ineligibility to receive Staking Rewards for partial periods and minimum balances required.

 

6. Availability of the Service

KAIT will provide the Client with all information necessary to use the Service. The Client acknowledges that KAIT is making the Service available through the Internet or through other means mutually acceptable to the Client and KAIT and that access to the Internet and the Service is dependent on numerous factors, technologies and systems, all of which are beyond the authority and control of KAIT. The Client acknowledges and agrees that KAIT shall not be liable or responsible for any inability of the Client to access the Service due to blockchain and/or computer network issues. KAIT will strive to provide the Service or repair any fault under its full control, as the case may be, in an appropriate and generally accepted manner using the resources available during India banking hours and days. The Client acknowledges and agrees that KAIT may employ, delegate, engage, associate or contract with one or more affiliates, agents or service providers as KAIT may deem necessary or desirable to assist it in providing the Service or discharging its other obligations under this Agreement; provided, however, that KAIT shall be as responsible to the Client for the acts and omissions of any such affiliates, agents or service providers as it is for its own acts and omissions under this Agreement.

 

7. Access to the service; Restrictions on use

a. Access to the service

This Service is a private service. Access and use of the Service is limited to KAIT’ Clients only. The Client shall not permit any other entity or person to use the Service and the Client shall immediately notify KAIT of any unauthorised use of the Service. For the avoidance of doubt, mother, sister, daughter company (ies) of the Client would need to enter each in a separate agreement. IT IS STRICTLY FORBIDDEN FOR THE CLIENT TO DISCLOSE THE VALIDATOR/STAKING/BAKING ADDRESS OF KAIT TO ANY THIRD-PARTY, NOR TO INDUCE THIRD PARTIES TO USE THE SERVICE IN DIRECT.

 

b. Certain restrictions on use

The Client is solely responsible for all information and the usage that it makes available via the Service. The Client agrees that it shall not use the Service (i) in a manner that negatively affects other users or interferes with or disrupts the Service or that could otherwise bring the Service into disrepute; (ii) in any manner that intentionally or unintentionally violates any applicable law, regulation or sanctions.

 

The Client is only authorised to “stake” its own Digital Assets. IT IS STRICTLY FORBIDDEN FOR THE CLIENT TO “STAKE” DIGITAL ASSETS OWNED BY THIRD PARTIES, unless the Client is a regulated banks or financial institutions authorised to do so, in accordance with applicable laws and regulations, in particular India Anti-Money Laundering Law, Securities Law or equivalent.

 

c. Acceptable use

The Client may not (a) reverse engineer, dissemble, or decompile any part of the Services. The Client shall bear the risk of loss for, and assumes all liability arising from, any unauthorised or fraudulent usage of Services (or any hardware or software component thereof). In addition, Client agrees not to (i) send or store malicious code in connection with the Services or otherwise interfere with or disrupt performance of the Services, (ii) use manual or automated tools to scan or probe the Services in order to determine vulnerabilities, or (iii) attempt to gain access to the Services or its related systems or networks in a manner inconsistent with the permitted use of the Service. KAIT reserves the right, but is not required, to take any and all action it deems appropriate, including, without limitation, blocking access to geographic areas or suspending access to Services (or any hardware or software component thereof), in order to prevent or terminate any fraud, abuse or illegal use of or activities in connection with the Services or any other breach of this section, provided, however, that any such action by KAIT shall be consistent with applicable laws, rules, and regulations.

 

8. Service levels

a. Staking rewards

The Client will receive Staking Rewards directly attributable to their Staked Digital Assets after deduction of KAIT fees and applicable taxes if any. The yield and the payment frequency of such Staking Rewards are dependent on the Supported Network Protocol and may change at any time. Factors that are used by the Supported Network in determining Staking Rewards can include, among others, the inflation rate in the Supported Network, the amount of nominated stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set, if the validator has experienced any Slashing Penalties, etc. In cases where KAIT collects Staking Rewards, it will redistribute them to the Client according to the payment frequency set forth in the Order Form.

 

b. Slashing penalties / loss of staking rewards

Some supported networks can impose Slashing Penalties on Client’s Staked Digital Assets for KAIT’ failure to operate service in accordance with the Supported Network Protocol (e.g., over-delegation, double-validation, lack of availability). By entering into this Agreement, the Client understands and accepts the risk of loss of up to all of their Staked Digital Assets if a slashing event were to occur and/or loss of staking rewards. The Client acknowledges and agrees that KAIT will not compensate the Client for missed staking rewards and/or Slashing Penalties. The Client can decide at any moment to change their digital staking service supplier.

 

9. Term; Termination

The Service under this Agreement will start on the Start Date. The Start Date of the Service is the later of the Service Date on the Order Form or the date that the Order Form is fully executed. Effective Date means the date upon which both Parties have executed the Order Form.

 

Either party may terminate this Agreement at any time for any or no reason with one-month notice, unless they experienced and can demonstrate that an event as those described in section 8b took place, in which case the Client can terminate this Agreement with immediate effect.

 

Upon the termination of this Agreement, provided that Client is not in material breach of this Agreement, Client will cease to Stake Digital Assets with KAIT subject to the rules and conditions of Supported Network Protocol.

 

Upon termination of this Agreement, all licenses to access and use the Services will likewise terminate, and Client will immediately thereafter discontinue all such access and use.

 

Any obligations and duties that by their nature extend beyond the expiration or termination of this Agreement will survive the expiration or termination of this Agreement including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification and limitations of liability.

 

b. Immediate termination or suspension

KAIT may, at any time and without delivery of prior written notice to the Client, terminate or suspend this Agreement, in whole or in part, immediately if KAIT learns, or believes in its sole judgment, that (i) the Service has been or may be used by the Client for any illegal or unlawful purpose or in a manner that breaches any applicable law or regulation; (ii) the Client is acting or has acted in a manner that threatens or may threaten the fair and orderly use of the Service; or (iii) the Client permits other entities than itself to use the service.

 

c. Effect of termination

Upon termination, the Client shall (i) cease to use of the Service (unstake or undelegate); and (ii) pay to KAIT all fees and expenses outstanding through the termination date. Upon termination, KAIT shall pay to the Client its attributable Staking Rewards minus KAIT fees. Further, the termination of this Agreement, for any reason, shall not affect the entitlement of KAIT to any fees and expenses due. All representations, warranties, and covenants made in or pursuant to this Agreement will survive the termination of this Agreement.

 

10. Fees

The Client agrees to pay KAIT the fees set forth on the Order Form. KAIT charges a percentage of the Staking Rewards. Fees are non-refundable. The Client explicitly authorises KAIT to deduct and levy fees from the Staking Rewards due to the Client. If applicable, the Client will pay on top any value added taxes (VAT), any tax in the nature of a withholding tax and any duties payable in respect of the fees due hereunder or otherwise arising in respect of this Agreement. KAIT may increase fees at any time. The Client will be notified one (1) month in advance of the intention by KAIT to increase such fees.

 

11. Proprietary information

The Client acknowledges and agrees that KAIT owns and shall retain all right, title and interest in and to the Service, all components thereof, including without limitation all related applications, all application programming interfaces, user interface designs, software and source code and any and all intellectual property rights therein, including, without limitation all registered or unregistered (a) copyright, (b) trade mark, (c) service mark, (d) trade secret, (e) trade name, (f) data or database rights, (g) design rights, (h) moral rights, (i) inventions, whether or not capable of protection by patent or registration, (j) rights in commercial information or technical information, including know-how, research and development data and manufacturing methods, (k) patent and (l) other intellectual property and ownership rights, including applications for the grant of any of the same, in or to the Service and all other related proprietary rights of KAIT (together, with any and all enhancements, corrections, bug fixes, updates and other modifications to any of the foregoing and any and all data or information of any kind transmitted by means of any of the foregoing, the “Proprietary Information”). The Client further acknowledges and agrees that the Proprietary Information is the exclusive, valuable and confidential property of KAIT. The Client acknowledges and agrees that it shall not reverse engineer, copy, bug fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works based on or otherwise modify, in any manner, all or any part of the Service or the Proprietary Information. The Client further agrees to keep, the Proprietary Information confidential and not to transfer, rent, lease, loan, sell or distribute, directly or indirectly, all or any portion of the Service or any Proprietary Information to any third party without the prior written consent of KAIT.

 

12. Confidentiality; Use of data

a. Confidentiality

All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations, including without limitation the terms of this Agreement, shall be treated as confidential (“Confidential Information”). All confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party or its agents or service providers, solely for the purpose of performing or receiving the Service and discharging the Receiving Party’s other obligations under this Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. However, information is not confidential to the extent (i) it is or becomes publicly available other than through a breach of this Agreement, (ii) it is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (iii) it is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (iv) it is disclosed as required by operation of law or regulation, or (v) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

 

b. Use of data

KAIT may collect and store information regarding the Client and share it with its affiliates, agents and service providers in order to: (i) provide the Service; and (ii) manage KAIT’ business, including, but not limited to, client on-boarding, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. KAIT shall require any affiliate, agent or service provider to which it has disclosed Data pursuant to this section to comply with the Agreement’s confidentiality and India data-protection obligations.

 

13. Mutual representation and warranties

Each party represents and warrants to the other party: (a) it is duly organised and validly existing under the laws of the jurisdiction in which it was formed or incorporated; (b) it has full power and authority to enter into and perform its obligations hereunder; and (c) this Agreement has been duly authorised, executed and delivered on its behalf by persons empowered to do so.

 

14. Warranty for distributed ledger/ blockchain

KAIT shall not be held liable for any and all damages caused by the Supported Network Protocols underlying the Service and for any cause including, but not limited to forks, network congestions, bugs, actions whatsoever of any kinds in any jurisdictions, actions for breach of contract or tort, provided that KAIT did not act with intent or gross negligence. In particular, KAIT shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data loss, arising out of all Supported Network Protocols underlying the Service.

 

15. Indemnification

a. By KAIT

KAIT will indemnify, defend and hold harmless the Client from and against any and all damages, liabilities, losses, costs and reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) to the extent arising out of any claim, action or allegation brought under the laws of Switzerland by any third party that the use of the Service by the Client violates the copyright, patent or other intellectual property rights of such third party. The obligation of KAIT to provide such indemnity will not apply to the extent that (i) any software or hardware supplied to the Client in respect of the Service is modified by persons or entities other than KAIT and the alleged violation relates to such modification, (ii) any such software or hardware is combined with other products, processes or materials not supplied or recommended by KAIT, where such alleged violation would not have arisen but for such combination, (iii) any such software or hardware is modified by KAIT in compliance with the directions of the Client and the alleged violation relates to such modification, (iv) the Client continues to use such software or hardware after KAIT has made available a non-infringing alternative to the Client or (v) such damages, liabilities, losses, costs or expenses arise as a result of the fraud or wilful misconduct of the Client.

 

b. By the Client

The Client will indemnify, defend and hold KAIT, and each of its officers, directors, employees and agents, harmless from and against any and all damages, liabilities, losses, costs and reasonable out-of-pocket costs and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent arising out of any claim, action or allegation brought under the laws of Switzerland by any third party relating to, resulting from, in connection with or arising out of (i) any breach of this Agreement by the Client, (ii) the use of the Service by the Client, (iii) any failure on the part of the Client to comply with any applicable law, rule and regulation, including holding, maintaining and complying with the necessary licenses, recognitions, registrations, authorisations, exemptions and memberships necessary for the conduct of its business and with respect to the use of the Service, except, in each case, to the extent that such damages, liabilities, losses, costs and expenses are incurred as a result of the fraud or wilful misconduct of KAIT.

 

c. Obligations; Control of defence

Any party that seeks indemnity must (i) not be in breach of this Agreement, (ii) give prompt notice to the other party of any such claims, actions or allegations against it, (iii) allow the other party to take control of the defence and settlement thereof at the sole expense of the other party and (iv) not agree to any settlement without the prior written consent of the other party.

 

16. Notices

Any notice required or permitted to be given in connection with this Agreement will be deemed to be delivered if it is personally delivered or sent by electronic mail (email), certified or registered mail or overnight courier, postage prepaid with return receipt requested, and addressed to the relevant party thereto at the address specified on the signature pages hereto or at such other address as such party may specify to the other party in writing from time to time.

 

17. Commitments

KAIT has made no commitments or promises orally or in writing with respect to delivery of any future features or functions of the Services. In relation to any future features or functions, all presentations, request for proposal responses, and/or product roadmap documents, information or discussions, either prior to or following the entering into of this Agreement, are for informational purposes only, and KAIT shall have no obligation to provide any future releases or upgrades or any features, enhancements or functions, unless specifically agreed to in writing by both parties. Client acknowledges that no decisions are based upon any future features or functions of the Services.

18. Price range:

The rise and fall of the price of KAIT coins in cryptocurrency exchanges will cause a change in the price of KAIT Coin stock. Because the price of crypto coins is not always the same. It depends on the market.

 

19. Taxes

The Client shall be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Services and Staking Rewards obtained by the use of Services.

 

Neither KAIT nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Client. The Client is strongly encouraged to seek advice from its own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Staking Rewards.