General BLOCKSIZE GTCs for Delegated Staking Services 

With each delegation of Crypto Assets, Validation Rights, Voting Rights or other proxy rights to Validator Nodes and Oracle Nodes operated by BLOCKSIZE Capital GmbH, Taunus Anlage 8, 60329 Frankfurt, registered in the Commercial Register of the District Court of Frankfurt under HRB 113470 (“Validator”), the Delegating Party accepts the following General Terms and Conditions for the use of BLOCKSIZE Capital GmbH Services Staking services (hereinafter "BLOCKSIZE GTC").

Preamble

Delegated proof of stake (DPoS) (sometimes known as nominated proof of stake (NPoS)) is a blockchain consensus mechanisms allows holders of Crypto Assets (hereinafter “Delegating Party") to delegate Crypto Assets (potentially including associated Validation Rights, Voting Rights or other proxy rights) to these DPoS protocols through the technical infrastructure of third-party validators without transferring their holdings in Crypto Assets. Those third-party validators offer corresponding technical infrastructure to the blockchain protocols enabling the Crypto Assets holders to stake their Crypto Assets with the blockchain protocols, thus potentially generating rewards (hereinafter described as “Staking Rewards”), which the Crypto Assets owners receive from the blockchain protocol.

The Validator is in the business of operating software and technical infrastructure (hereinafter described as "Technical Infrastructure"), which helps to run selected blockchain networks or protocols, Decentralized Oracle Networks (DON) (hereinafter jointly described as "Supported Blockchain Protocols”) and by doing so enables these Supported Blockchain Protocols to receive delegations of Crypto Assets and owners of Crypto Assets of Supported Blockchain Protocols to earn Staking Rewards (also described as “Validation Service”) from the Supported Blockchain Protocols.

The Validator is also be in the business of operating software and technical infrastructure (hereinafter included in "Technical Infrastructure"), which helps to supply on-chain data to specific blockchain networks, protocols, Decentralized Oracle Networks (DON) (hereinafter jointly described as "Supported Blockchain Protocols”) and by doing so enables owners of Crypto Assets of Supported Blockchain Protocols to earn Staking Rewards (also described as “Oracle Service”).

The Delegating Party holds Crypto Assets (potentially including associated Validation Rights, Voting Rights or other proxy rights) of at least one of the Supported Blockchain Protocols and wishes to delegate its Crypto Assets of this or more blockchain protocols (hereinafter “Chosen Blockchain Protocol”) and /or the “Delegation Rights” relating to these Crypto Assets through the Validator in order to exercise its staking rights and by doing so to qualify to receive future Staking Rewards from the Chosen Blockchain Protocol.

For the Validation Services and the Oracle Service the Validator will receive a fee (hereinafter "Validation Fee”) from the Supported Blockchain Protocols. The Validation Fee is a compensation based on a “Commission”, which is a variable percentage applied to the Staking Rewards.

Definitions

For the purposes of these BLOCKSIZE GTC, the following definitions shall apply:

1. Technical Infrastructure means software and technical systems including but not limited to computers, networks, cloud infrastructure and other devices required to operate nodes and publish data on /through different blockchain protocols. The detailed technical set-up, system requirements and software thereby may vary from protocol to protocol and are defined and /or provided by each protocol.
   
   
2. Validator means BLOCKSIZE as operator of Technical Infrastructure with the objective of validating transactions, contributing to the security and integrity of blockchain protocols as well as to publish and validate data on-chain. The validation, consensus and publishing algorithms thereby may vary from protocol to protocol and are defined by each protocol.
   
   
3. Delegating Party means holders of Crypto Assets, that delegate Crypto Assets (potentially including associated Validation Rights, Voting Rights or other proxy rights) to the relevant blockchain protocols, without transferring the holdings in Crypto Assets. The delegation mechanisms may vary from protocol to protocol and are defined by each protocol, e.g. by providing relevant smart contracts and other algorithms embedded in the protocol. For avoidance of doubt the Technical Infrastructure operated by third-party validators such as the Validator within the blockchain protocol is a pure technical service enabling the delegation process between Crypto Asset Holder and blockchain protocol through the Validator.
   
   
4. Staking means the process where Crypto Asset Holders (Delegating Parties) lock or hold a specific amount of Crypto Assets in a wallet or smart contract to support the Delegated Proof of Stake consensus mechanism blockchain. The process of staking, including, but not limited to the bounding and un-bounding periods, Staking Rewards, Validator Fees, tips, Transaction Fees, etc. may vary from protocol to protocol and are defined by each protocol. Supported wallets and required smart contracts also may vary from protocol to protocol.
   
   
5. Staking Rewards means the incentives or payments, typically in the form of Crypto Assets, that Delegating Parties earn for staking their Crypto Assets and contributing to the validation and security of the blockchain protocol. This reward compensates the Delegating Party for providing Crypto Assets to secure the Chosen Blockchain Protocol and maintain the network.
   
   
6. Validator Fee means the incentives or payments, typically in the form of Crypto Assets that the Validator receives over and above Staking Rewards for the services provided to the Supported Blockchain Protocol. This fee compensates the validator for operating the infrastructure necessary to validate transactions and maintain the network. Validator fees are set and published by protocol and may vary from protocol to protocol.
   
   
7. Transaction Fee means an amount of Crypto Assets that is paid to validators in exchange for processing a transaction on the blockchain or providing data points through a DON. Transaction Fees complement Validator Fees and help to incentivize validators to provide additional services to the blockchain protocols. Transaction fees are set and published by protocol and may vary from protocol to protocol.
   
   
8. Publisher Rewards means an amount of Crypto Assets that is paid to validators or data publishers in exchange for data streams or data points to the blockchain or through a DON. Publisher Rewards complement Validator Fees and Transaction Fees and help to incentivize validators to provide required external information and data points to the blockchain protocols. Publisher Rewards are set and published by protocol and may vary from protocol to protocol.
   
   
9. Commission means a defined percentage of Staking Rewards that the Validator retains for operating the Technical Infrastructure from the total Staking Rewards earned by the Delegating for the Crypto Assets delegated the blockchain protocol through the Validator’s Technical Infrastructure. The Commission is set by the Validator and published on the Validator’s webpage for all Supported Blockchain Protocols.
   
   
10. Slashing typically refers to a penalty imposed on a validator or staker in a proof-of-stake (PoS) blockchain system. This penalty can involve reducing the validator's or staker’s stake, freezing their funds, or even disqualifying them from the network. Slashing is often implemented to deter malicious behaviur, such as double voting, failing to maintain network synchronization, or participating in attacks on the blockchain.
    
    
11. Fork means an event when a new version of an existing blockchain protocol is created that is incompatible with the original. This can happen due to disagreements among developers, security vulnerabilities, or other reasons. Forks can result in the creation of two or more separate blockchain protocols with their own token ecosystem.
    
    
12. Supported Blockchain Protocols means all blockchain protocols supported by the Validator.
    
    
13. Chosen Blockchain Protocols means all blockchain protocols – out of the Supported Blockchain Protocols – selected by the Delegating Party. It is in the discretion of the Validator to choose the blockchain protocols to support and to end the support of a Supported Blockchain Protocol with adequate notice

• use commercially reasonable efforts to operate the hard- and software necessary to run and maintain infrastructure for each of the Supported Blockchain Protocols to enable the Delegating Party to receive Staking Rewards subject to the rules, algorithms and smart contracts of the Chosen Blockchain Protocol. For the avoidance of doubt: it is in the discretion of the Validator to choose the blockchain protocols to support and to end the support of a Supported Blockchain Protocol with adequate notice;
  
• publish its decision to end the support of a Supported Blockchain Protocol with at least three Months in advance;
  
• provide the validation and oracle service in the Supported Blockchain Protocols in a diligent and professional manner. The Validator will use reasonable security safeguards to protect the performance and availability of the Validation Service;

• operate each validator and oracle node in the Supported Blockchain Protocols with an uptime of 99 % per month (hereinafter "Uptime Rate"). This means that there will not be more than 7.2 hours per month of unavailability per each validator and oracle node.
  

• be responsible for maintaining the security of its accounts, wallets and private keys at any time;
  
  
• allow the Validator to exercise validation rights in a manner reasonably intended to generate rewards;
  
  
• allow the Validator to exercise the Delegation Rights (if any) as a validator in a reasonable manner or not exercise the Delegation Rights whatsoever;
  
  
• allow Validator to serve as a proxy regarding the choice of a certain node and explicitly allow Validator to choose between Validator's own validator and oracle nodes and validator and oracle nodes of selected partners in order to increase the efficiency of the delegation if applicable;
  
  
• claim the Staking Rewards from the Chosen Blockchain Protocol if necessary;
  
  
• be responsible for withdrawing its delegation of Crypto Assets /Voting Rights under this GTC at any time in its sole discretion, subject to unbonding periods imposed by the Chosen Blockchain Protocol (if any). During any such unbonding period, Tokens and Staking Rewards may be unavailable to the Delegating Party and subject to other restrictions imposed by the Chosen Blockchain Protocol. Accordingly, the Validator may be unable to perform the services as they relate to withdrawn Crypto Assets /Delegation Rights and will be relieved from performance of same.
  
  
• be responsible for payment of all taxes, fees and surcharges, however designated, imposed on or based upon the use of the Staking Rewards obtained by the Delegating Party use of validation and oracle service;
  
  
• at all times comply with all laws relevant for the actions under this agreement, including but not limited to anti-money laundering obligations;
  
  
• unstake its Crypto Assets in case that Validator publishes to end the support of a Supported Blockchain Protocol. The Delegating Party understands that he will not be receiving any Staking Rewards after the end of the support of a Supported Blockchain Protocol and that the Validator will not be liable for any missed Staking Rewards or slashing events after the end of the support of a Supported Blockchain Protocol.

• "Liveness error": A liveness error occurs, among other things, if the Validator does not ensure the necessary availability of the validator and oracle node it operates and misses the validation of individual or multiple blocks on the blockchain.
• "Security error": A security error occurs, among other things, when the same blocks are signed twice or more often. Such security errors are also referred to as "double-baking", "double signing", or "double-endorsing".
• During the staking, the Delegating Party usually cannot initiate any transfers of the Crypto Assets that are staked, so that the party e.g. cannot react to changes in the value (exchange value, value in money), by selling the staked Crypto Assets. Instead, the Delegating Party must normally first unstake the delegated Crypto Assets form the Chosen Blockchain Protocol - subject to deadlines and other conditions such as unbonding rules - before it is possible to transfer the Crypto Assets again. For the avoidance of doubt; The Delegating Party is exposed to market price risk for its Crypto Assets for the duration of the unbonding period, that may vary from protocol to protocol and can last several days.

2.3. The Delegating Party acknowledges that Validator is a pure technical service provider and only supports non-custodial staking and the Parties hereby agree that the Validator shall in no event become, act as, or be deemed as the custodian of the Crypto Assets staked by the Delegating Party. In case that one of the Supported Blockchain Protocols changes to custodial staking, Validator is entitled to terminate the support of that Supported Blockchain Protocol immediately.

2.4. The Validator is neither an asset manager nor an investment adviser to the Delegating Party. The Validator does not make any recommendations to the Delegating Party in relation to financial services, investments, taxation, legal matters or accounting. In particular, the technical support of a specific blockchain protocol is not to be understood as a recommendation to buy Crypto Assets of this blockchain protocol.

2.5. As staking is a relatively new mechanism, it is currently not foreseeable whether or in which cases Validators or other third parties interposed by the Validator will require a license from the German Federal Financial Supervisory Authority (BaFin) or the corresponding authorities in their home countries. Currently, validators do not have such a permit as they see themselves as information technology (IT) providers. Therefore, the Validator is currently not holding a license for validation services.

2.6. The Supported Blockchain Protocols, like other decentralized, open-source blockchains protocols, may be subject to "forks." Forks occur when some or all persons running the software clients for a particular blockchain protocol adopt a new client or a new version of an existing client that: (a) changes the protocol rules in backwards-compatible or backwards-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 blockchain protocol; or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious" and thus may result in two or more persistent alternative versions of the blockchain protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. The Validator may not be able to anticipate, control or influence the occurrence or outcome of forks of the blockchain protocol, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, the Validator does not assume any responsibility to notify the Delegating Party of pending, threatened or actual forks.

The Validator will respond to any forks as the Validator determines in its sole and absolute discretion and shall not have any obligation or liability to the Delegating Party if such response benefits the Validator to the detriment of the Delegating Party. Without limiting the generality of the foregoing, the Validator's possible and permissible responses to a fork include, among others: (i) continuing to serve as a Validator on both blockchain protocols; (ii) serving as a Validator only on one blockchain protocol; (iii) ceasing to be a Validator on both blockchain protocols; or (iv) switching from serving as Validator on one such blockchain protocol to serving as a Validator on the other, or vice versa, based on various factors. In the event of a fork of the blockchain protocol, it is possible (but not guaranteed) that the same number of Crypto Assets that were delegated through the Validator on the original blockchain protocol will by default be delegated through the Validator on the forked blockchain protocol. In the event that the Validator does not choose to support both blockchain protocols, Delegating Party's validation rights and voting rights may go unexercised on the blockchain protocol the Validator does not support, and the Delegating Party may temporarily or permanently lose Crypto Assets, Staking Rewards or transaction fees on the unsupported blockchain protocol. The Delegating Party assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage Delegating Party's own interests in connection therewith, including by potentially retracting a delegation to the address of Validator's node on a fork that Validator does not support.

2.7. The Supported Blockchain Protocols, like other decentralized, open-source blockchains protocols, may be subject to changes in other ways, such as token unlock events or token burning events, and airdrops, in each case outside of the control of the Validator.

The Validator will respond to any such change as the Validator determines in its sole and absolute discretion and shall not have any obligation or liability to the Delegating Party if such response benefits the Validator to the detriment of the Delegating Party. Without limiting the generality of the foregoing, the Validator's possible and permissible responses to any change in the Supported Blockchain Protocol include, among others: (i) continuing to serve as a Validator in the blockchain protocol; (ii) ceasing to be a Validator on the blockchain protocol, based on various factors.

The exercise by the Validator of any right or power that is available to it in its capacity as a validating node on the Supported Blockchain Protocol shall not constitute a breach or violation any obligation owed by the Validator to the Delegating Party. The Validator is not responsible for any losses, liabilities, damages, or reductions in value in respect of the tokens of the Supported Networks or otherwise suffered by the Delegating Partys in connection with protocol changes, airdrops or forks. In the event that a Supported Blockchain Protocol undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the BLOCKSIZE GTCs if determined by the Validator in its sole discretion.

2.8. The Delegating Party further understands, acknowledges and agrees that:

• it is knowledgeable, experienced and sophisticated in using and evaluating the Supported Blockchain Protocols and similar technologies, for the purpose of delegating Crypto Assets. Delegating Party has sound knowledge of blockchain technology, staking, validation, accounts, keys, and details of the services provided by the Validator;
  
  
• it has adequately informed himself/herself about the Staking and the risks associated with it, has decided solely based on this information whether to participate in the staking and acknowledges that it is its responsibility to keep himself/herself informed about possible changes in the risks associated with the staking;
  
  
• it is the sole responsibility of the Delegating Party to monitor staked Crypto Assets and, if necessary, to actively initiate measures to unstake its Crypto Assets in a timely manner and in compliance with specified deadlines;
  
  
• the technologies and activities involved in blockchain operations are novel, experimental and speculative and that there is significant uncertainty regarding the application of law and regulation thereto. Accordingly, without limiting the generality of the foregoing or any other provision of these BLOCKSIZE GTCs, circumstances under which one or more of the aforementioned conditions precedents may fail to be satisfied or the Validator have a claim against the Delegating Party for an improper delegation include, but are not limited to:
  • that Crypto Assets (tokens), one or more tokens involved in the Supported Blockchain Protocol are determined under any potentially applicable Law or other regulation to constitute securities and the activity of serving as a Validator therefore may require certain registrations, licenses, or permits not possessed by the Validator;
  • that the Delegating Party is or becomes subject to sanctions (such as by having been added to the "OFAC list") imposed by any relevant Governmental Authority; and
  • that under relevant anti-money laundering, "know-your-customer" or similar rules or regulations, the Validator is deemed to have a "money transmitter" /”payment agent” /”transfer agent” or similar status, but cannot reasonably comply with the associated obligations due to the decentralized, open-source, permissionless design of the Network.

If the Delegating Party can reasonably expect that any of the conditions described in the list above will not be satisfied before delegating Crypto Assets / Validation Rights through the Validator, the Delegating Party shall not delegate any Crypto Assets /Delegation Rights through the Validator, and if the Delegating Party can reasonably expect that any of such conditions will no longer be satisfied after delegating Crypto Assets /Delegation Rights through the Validator, the Delegating Party shall immediately revoke such delegation.

The Delegating Party acknowledges and agrees that by providing Services to the Delegating Party while having no specific knowledge that such condition is not satisfied with respect to the Delegating Party, the Validator or Chosen Blockchain Protocol shall not be deemed to have waived any of the conditions described in clause above, or waived or released any claim, right, power, privilege, or remedy related thereto, and may terminate its Services to the Delegating Party after learning of such non-satisfaction. The Delegating Party may be responsible to the Validator for monetary or other damages if it delegates its Crypto Assets /Delegation Rights through the Validator or fails to rescind a previously made delegation when any of the conditions mentioned in the list above is not met.

• it has conducted its own thorough independent investigation and analysis of the Validation Service provided under this Agreement, the blockchain protocol for which the Validator provides its services, and any other matters that are relevant to offer and receipt of services under this Agreement in determining to delegate any Crypto Assets, Validation Rights or Voting Rights through the Validator and enter into these BLOCKSIZE GTCs, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of the Validator in connection therewith;
  
  
• the Validator’s failure to become or remain a validator shall not constitute a breach of any provision of these BLOCKSIZE GTCs or otherwise give rise to any liability or obligation of the Validator to the Delegating Party;
  
  
• it understands that the Validator is compensated by the Supported Blockchain Protocols for its services rendered to the blockchain protocol with Staking Rewards (where Validator’s own Crypto Assets are delegated to the blockchain protocol), Validator Rewards, Transaction Fees, Publisher Rewards, Air Drops, Grants etc. which shall not constitute a breach of any provision of these BLOCKSIZE GTCs or otherwise give rise to any liability or obligation of the Validator to the Delegating Party;
  
  
• nothing in the cooperation between Validator and Delegating Party creates any corporate body, joint venture, partnership, or other form of joint enterprise, employment, franchise, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any obligation, contract, agreement, or undertaking with any third party.

The Delegating Party hereby represents and warrants to the Validator, as of the date of entering into these BLOCKSIZE GTCs and as of each date that Delegating Party has any validation rights that are delegated through the Validator:

3.1 Status. If the Delegating Party is an individual, the Delegating Party is of legal age in the jurisdiction in which the Delegating Party resides and is of sound mind and body. If the Delegating Party is a business entity, the Delegating Party is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

3.2 Power and Authority. The Delegating Party’s signatory has all requisite capacity, power and authority to accept the terms and conditions of these BLOCKSIZE GTCs and to carry out and perform its obligations under these BLOCKSIZE GTCs. These BLOCKSIZE GTCs constitute a legal, valid and binding obligation of the Delegating Party enforceable against Delegating Party in accordance with its terms.

3.3 No Conflict; Compliance with Law. The Delegating Party entering into these BLOCKSIZE GTCs and Delegating Party‘s delegation of its Crypto Assets /Delegation Rights through the Validator does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to the Delegating Party, or contract or agreement to which the Delegating Party is a party or by which the Delegating Party is bound. The Delegating Party confirms in particular that it will fully comply with all applicable laws and regulations, in particular the German Anti-Money Laundering Act, the German Banking Act (KWG, WpIG), the German Financial Services Act, the German Collective Investment Schemes Act, MiFID, MiFiR, MiCAR and any other equivalent laws and regulations.

3.4 Persons Subject to Sanctions. The Delegating Party is not, and is not owned or controlled by, or acting on behalf of, any other Person or Legal Entity who is, identified on any list of prohibited parties under any Law or by any Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department's Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of the Delegating Party's home country. The Delegating Party is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. The Delegating Party's Crypto Assets are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

3.5 No Claim, Loan, Ownership Interest or Investment Purpose. The Delegating Party understands and agrees that neither delegation of Crypto Assets, Validation Rights and Voting Rights through the Validator, nor the Validator's provision of Services hereunder: (a) represents or constitutes a loan or a contribution of capital to, or other investment in, the Validator; (b) provides the Delegating Party with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, the Validator; or (c) creates or implies any fiduciary or other agency relationship between the Validator or any of its directors, officers, employees, agents or Affiliates and the Delegating Party or entitles the Delegating Party to any fiduciary duty or similar duty on the part any of the foregoing persons. The Delegating Party is not entering into these BLOCKSIZE GTCs or delegating Crypto Assets, Validation Rights or Voting Rights through the Validator for the purpose of making an investment with respect to the Validator or its securities, but solely wishes to receive the Services from the Validator. The Delegating Party understands and agrees that The Validator will not accept or take custody over any Staking Rewards or transaction fees on behalf of the Delegating Party, and has no responsibility or control over whether the Supported Blockchain Protocol distributes Staking Rewards or transaction fees to the Delegating Party. The Validator's sole obligation under these BLOCKSIZE GTCs is to perform the services, upon the terms and conditions set forth in these BLOCKSIZE GTCs, which may, but is not guaranteed to, result in the Delegating Party receiving Staking Rewards and Transaction Fees directly through the operations of the Supported Blockchain Protocols.

4. Limitation of Liability

4.1. The Validator's obligation to provide the Services is subject to the satisfaction of the following conditions precedent as of the Effective Date and subsequently at the time the Services are provided:

1. the Supported Blockchain Protocol has selected the Validator’s validator nodes for inclusion in the active validator set on the Supported Blockchain Protocol, to the extent required by the protocols of the Supported Blockchain Protocol; 
2. the covenants and obligations of the Delegating Party under this Agreement are in each case performed and satisfied;
3. the representations and warranties of the Delegating Party set forth in Section 2 and 3 as well as elsewhere in this Agreement (including any Notices or other notices) are in each case true, accurate and complete as of all times during the Term; and
4. neither the delegation by the Delegating Party of the Crypto Assets /Delegation Rights through the Validator, nor the Validator’s performance of the Services for the Delegating Party, constitute or would be reasonably expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, including the protocols and rules of the Supported Blockchain Protocols.

4.2. Liability for damages, irrespective of the legal grounds, in particular for impossibility, delay, breach of contract, breach of duties during contractual negotiations and tort, shall be limited in accordance with the provisions of this section 4 if fault is involved.

4.3. The Validator is not liable in the case of simple negligence of its organs, legal representatives, employees or other vicarious agents, insofar as it does not involve a breach of essential contractual obligations.

4.4. Insofar as the Validator is liable on the merits for damages in accordance with § (4.2.), this liability is limited to damages which the Validator foresaw as a possible consequence of a breach of contract at the time of conclusion of the contract or which he should have foreseen by exercising due care. Indirect damage and consequential damage are also only eligible for compensation insofar as such damage is typically to be expected when the Validation-Service is used for its intended purpose. The above provisions of this Paragraph (4.4.) shall not apply in the event of intentional or grossly negligent conduct on the part of members of the Validator's executive bodies or senior employees.

4.5. In the event of liability for simple negligence, the Validator's liability to pay compensation for damage to property and further financial losses resulting therefrom shall be limited to an amount equal to the Validation Fee earned by Validator in the contractual relationship with Delegating Party in the 12 months prior to the damaging event per case of damage, even if it is a breach of essential contractual obligations.

4.6. The above exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees and other vicarious agents of the Validator.

4.7. Insofar as the Validator provides technical information or acts in an advisory capacity and this information or advice is not part of the contractually agreed scope of services owed by the Validator, this shall be done free of charge and to the exclusion of any liability.

4.8. The limitations of this section 4 do not apply to the Validator's liability for intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act (Produkthaftungsgesetz – ProdhaftG).

5.1. The Validation Fee is calculated on the basis of the Staking Rewards, which the Validator enabled for the Delegating Party multiplied with Commission applicable for the Chosen Blockchain Protocol. In some cases, the Validation Fee is calculated independently of the Staking Rewards and/or distributed in other Crypto Assets from the Network.

5.2. Staking Rewards and the Validation Fee are automatically generated and assigned through the Validator and the Delegating Party by the Chosen Blockchain Protocol or in some cases need to be actively claimed from the Chosen Blockchain Protocol by the Delegating Party.

6. Indemnification

The Delegating Party shall indemnify, defend, and hold the Validator and its officers, agents, employees, and affiliates harmless from and against all claims, causes of action, damages, fines, third-party claims, penalties, losses, expenses, costs (including reasonable attorney’s fees), and liabilities the Validator incurs which relate to or arise out of any breach of this Agreement by the Delegating Party or of any express or implied representation or warranty by the Delegating Party, or any negligent or willful acts or omissions of the Delegating Party or its Personnel.

THE VALIDATOR REPRESENTS AND WARRANTS TO THE DELEGATING PARTY THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING ANY DATA SUBMITTED BY THE DELEGATING PARTY. THE DELEGATING PARTY ACKNOWLEDGES AND AGREES THAT EXCEPT AS SET FORTH IN THESE BLOCKSIZE GTCS, THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE BLOCKCHAIN DATA AND THE INFORMATION CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS" AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE VALIDATOR MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL COMPLY WITH ANY OBLIGATIONS THAT THE DELEGATING PARTYMAY HAVE UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS AND THE VALIDATOR SHALL NOT HAVE ANY LIABILITY OR BE RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, SLASHING PENALTIES, LOSSES, COSTS, OUT-OF-POCKET COSTS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE DELEGATING PARTY’S COMPLIANCE WITH ANY OBLIGATIONS UNDER ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS. WITHOUT LIMITING THE FOREGOING, THE VALIDATOR DOES NOT REPRESENT OR WARRANT THAT (I) THE SERVICE WILL BE ERROR FREE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES; (II) THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY THE DELEGATING PARTY. (III) THE DELEGATING PARTY ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT THE VALIDATOR FROM PROVIDING ALL OR ANY PART OF THE SERVICE AND (IV) EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS SECTION, THE VALIDATOR MAKES NO WARRANTIES AND THE DELEGATING PARTY RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING TO THE SERVICE AND THE VALIDATOR HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES AND EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY THE VALIDATOR OR ANY OF ITS AGENTS OR AFFILIATES OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NONINFRINGEMENT, TIMELINESS, TRUTHFULNESS, SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE)

8. Term, Termination, Obligations upon Termination of the Contract

8.1. This Agreement may - after expiry of any minimum term - be duly terminated by either of the Parties at any time with a notice period of three months by notification in text form (§ 126b BGB) to the other party.

8.2. Either Party may terminate this Agreement for cause with immediate effect.

8.3. If an event which prevents one Party from providing a service and for which it is not responsible (§ 276 BGB) lasts for more than fifteen consecutive calendar days, the other Party may terminate this Agreement with a notice period of fifteen days.

9. Miscellaneous

9.1. Governing Law. The contractual relationship between Validator and Delegating Party shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention). Place of jurisdiction is Frankfurt am Main, Germany.

 9.2. Jurisdiction and Arbitration. All disputes arising out of or in connection with these GTC, including disputes on its conclusion, binding effect, amendment and termination, shall exclusively be resolved and finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of one arbitrator. The seat of the arbitration shall be Frankfurt. The language of the arbitration shall be English. The law applicable to the merits shall be German law. The Parties agree that the arbitration shall be conducted as Expedited Proceedings and that Annex 4 of the DIS Arbitration Rules shall apply.

9.3. Successors and Assigns.

• These Terms shall inure to the benefit of the parties, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any Person who may otherwise succeed to any right, obligation or liability under these GTC by operation of law or otherwise. the Delegating Party shall not share or provide a copy of, or transfer to, any Person the private key associated with any tokens with respect to which Validation Rights are Delegated to the Validator without notifying such Person that such Person shall be bound by and become a party to these GTC by virtue of making any use of such private keys while such Delegation remains in effect.
  
  
• The Validator may freely assign, transfer or delegate its rights, obligations and liabilities under these GTC to the maximum extent permitted by applicable Law.

9.4. Intellectual Property. Neither Party grants or transfers to the other Party any right, title, or interest in and to any Intellectual Property of such Party. All Intellectual Property rights of a Party, including all modifications, improvements, adaptations, and enhancements made thereto, are and shall remain the sole and exclusive property of such Party. Without limiting the foregoing, the its platform and its website are the sole and exclusive property of the Validator.

9.5. Entire Terms. These GTC constitute the entire terms between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9.6. Severability. Should any part or provision of these GTC be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these GTC shall nonetheless remain valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these GTC are found to contain any gaps or omissions.

9.7. Notices. All notices under these GTC shall be made in writing (including e-mail). Notices will be deemed to have been duly given when received.

9.8. Force Majeure. The Validator shall not incur any liability or penalty for not performing any act or fulfilling any obligation hereunder by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Chosen Network or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack, on the Network or any aspect thereof, or on the software and infrastructure that enables the Validator to operate the Validating Node.), it being understood that the Validator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which The Validator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

9.9. Amendments. In justified cases, the Validator is entitled to modify these GTC at any time. The Validator shall communicate such modifications in advance and in an appropriate manner. The amendments shall be deemed to have been accepted by the Delegating Party unless an objection is raised in writing within one month of notification, but in any event when the service is first used. In the event of an objection, the Delegating Party shall be free to terminate the business relationship with immediate effect subject to special agreements.

9.10 No Waiver. No failure on the part of any person to exercise any power, right, privilege or remedy under these GTCs, and no delay on the part of any person in exercising any power, right, privilege or remedy under these GTC, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of these GTC, or any power, right, privilege or remedy under these GTC, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

10. Final Provisions

10.1. Amendments to the BLOCKSIZE GTC shall be offered to the Delegating Party in text form (§ 126b BGB) no later than two months before the proposed date of their entry into force. The offer may also be sent to an e-mail address provided by the Delegating Party to the Validator for communication purposes. The Delegating Party may either agree or reject the changes before the proposed date of their entry into force. Insofar as the changes are necessary due to legal or technical developments and they do not affect the mutual cardinal obligations, the Delegating Party shall be deemed to have given consent if no notification of rejection is made before the proposed date on which the changes are to take effect. The Validator shall specifically draw the Delegating Party’s attention to this effect of approval in its offer.

10.2. English language terms used in this Agreement describe German legal concepts only and shall not be interpreted by reference to any meaning attributed to them in any jurisdiction other than Germany.

10.3. The headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

10.4. Should any provision of the BLOCKSIZE GTC be or become invalid, the validity of the remaining provisions shall not be affected thereby. The parties shall immediately replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply if a gap requiring supplementation becomes apparent during the execution of the BLOCKSIZE GTC.

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