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Terms and Conditions

Non-Custodial Delegation & Staking Services Agreement
Last Revised 1/18/21

This Non-Custodial Delegation & Staking Services Agreement is between Spire Blockchain, Inc., a Nevada corporation with a place of business at 4610 Sweetwater Blvd, Suite 200, Sugar Land, Texas 77479 (“Spire“), and you (“Delegator“). 

 

​By delegating Tokens to Spire, Delegator agrees to be bound by the terms of this Agreement. If Delegator does not agree to, understand, or cannot comply with all of the terms of this Agreement, Delegator must not delegate its Tokens to Spire. As such, please read this Agreement carefully before delegating Tokens to Spire. No signature of either Party is required for this Agreement to be legally binding against each Party. This Agreement is legally binding on the Effective Date (as defined below).

 

​RECITALS

  1. Some cryptocurrency protocols achieve consensus among distributed nodes through a system known as “proof-of-stake”;

  2. Generally, a proof-of-stake system requires the protocol’s token-holders to stake their tokens to participate in the consensus validation process;

  3. A proof-of-stake system enables at least one of the staking token-holders to validate and sign the next definitive serial transaction record;

  4. To incentivize staking and validation, the proof-of-stake system grants additional tokens as an award for performing staking processes;

  5. Because validating and signing transaction records requires certain computational infrastructure, some token-holders choose to delegate management of staking processes to third-party validators;

  6. Spire offers non-custodial validation-as-a-service to other token-holders through Spire's proprietary computational systems that facilitate the management of delegated staking processes; and

  7. Delegator owns tokens and wishes to delegate management of the staking of its tokens to Spire on the terms of this Agreement.

​

DEFINITIONS

The definitions for some defined terms used in this Agreement are set forth below.  Other terms may be defined elsewhere in this Agreement.

  1. “Additional Terms” means certain terms in respect of the delegation of Tokens of each Supported Blockchain, as described in the Schedules attached to this Agreement. The Additional Terms are subject to the protocols of the Supported Blockchain and changes of such protocols imposed by the respective Supported Blockchain.  

  2. “Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.  The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

  3. “Agreement” means this Non-Custodial Staking & Delegation Agreement, dated the Effective Date, between Spire and Delegator.

  4. “Blockchain Protocols” means any protocols or operations of the Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.

  5. “Confidential Information” means: (i) with respect to Spire, the Platform, the Website, and any and all source code relating thereto and any other non-public information or material regarding our legal or business affairs, financing, customers, properties, pricing, or data; and (ii) with respect to Delegator, any non-public information or material regarding Delegator’s legal or business affairs, financing, customers, properties, or data.  Notwithstanding any of the foregoing, Confidential Information does not include information which:  (a) is or becomes public knowledge without any action by, or involvement of, the Party to which the Confidential Information is disclosed (the “Receiving Party“); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the “Disclosing Party“); (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party. 

  6. “Delegator’s Rewards” means the Net Rewards described at Sections 4.1(1).

  7. “Effective Date” means the date on which Delegator first delegates any Token(s) to Spire.

  8. “Force Majeure Events” has the meaning given to it in Section 14.10.

  9. “Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.

  10. “Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any), as further described in the Additional Terms. 

  11. “Party” means Spire or Delegator, as applicable; and “Parties” means, together, Spire and Delegator.

  12. “Person” means any individual, organization, business, partnership, entity, corporation, or government.

  13. “Platform” means Spire's proprietary computational infrastructure or platform that it uses to perform the Services.

  14. “Prohibited Content” means content that: (i) is illegal under Law; (ii) violates any third party’s intellectual property rights, including copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, services, or activities; (vi) contains false, misleading, or deceptive statements, depictions, or sales practices; or (vii) contains viruses, Trojan horses, worms, or any other harmful, malicious, or hidden procedures, routines, mechanisms, or code.

  15. “Rewards” means any rewards granted by the Supported Blockchain, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by the Supported Blockchain and received by Spire or Delegator, as applicable, in connection with the performance of the Services. 

  16. “Services” means the exercise by Spire of Token Rights on behalf of Delegator under this Agreement, as described in Section 2.1.

  17. “Slashing Penalties” means any penalty or reduction of Rewards applied by the Supported Blockchain.

  18. “Supported Blockchain” means any proof-of-stake network or blockchain ledger on which Spire may exercise Token Rights delegated to it by Delegator. Each Supported Blockchain has its own protocols and terms. The Supported Blockchains and some applicable terms are identified in the Additional Terms. 

  19. “Term” has the meaning given to under Section 7.1.

  20. “Token” means any digital blockchain assets (whole or fractional) that Delegator has delegated to Spire in accordance with the protocol of the applicable Supported Blockchain.

  21. “Token Rights” means, together, Validation Rights and Voting Rights.

  22. “Validation Rights” means rights of a Token owner to validate and sign the next definitive serial transaction record on a Supported Blockchain. 

  23. “Voting Rights” means rights of a Token owner to vote upon proposals related to the operation and governance of the respective Supported Blockchain. 

  24. “Website” means https://www.spirestaking.com

 

  1. DELEGATION

    1. Subject to the protocols of the Supported Blockchain and unless otherwise provided in the Additional Terms, by interacting directly with the protocols of the Supported Blockchain:

      1. Delegator may delegate any number of Tokens to Spire under this Agreement at any time during the Term; and

      2. Delegator may initiate the process of withdrawing its Tokens at any time.

    2. Delegator shall not delegate any Tokens to Spire hereunder if Delegator could reasonably expect that any condition described in Section 5.1(2) to and including 5.1(5) is not satisfied and, in the event that any such condition ceases to be satisfied, then Delegator shall promptly deliver written notice of the same to Spire and initiate the process of withdrawing its Tokens.

  2. SERVICES

    1. Services.  Subject to the terms of this Agreement, Spire will perform the following services in any manner considered reasonable by Spire in its sole discretion to (together, the “Services“):

      1. Stake the Tokens by exercising the Validation Rights in a manner reasonably intended to generate Net Rewards; and

      2. Vote the Tokens by exercising the Voting Rights in a reasonable manner, unless the Delegator elects to exercise the Voting Rights in accordance with the protocols of the applicable Supported Blockchains.

    2. Consolidation. Spire may perform the Services in any commercially reasonable manner, including by consolidating the Token Rights delegated by Delegator to Spire under this Agreement with other Validation Rights and Voting Rights delegated to or otherwise exercised by Spire.

  3. WITHDRAWAL & UNBONDING

    1. Tokens withdrawn by Delegator may be subject to unbonding periods imposed by the protocols of the Supported Blockchain.

    2. Tokens and Net Rewards may be unavailable to Delegator during the unbonding periods and subject to other restrictions imposed by the Supported Blockchain.

    3. Spire will not be liable for any losses, liabilities, damages, reductions in value, or foregone opportunities incurred by Delegator in connection with the events described in Section 3.1.

  4. REWARDS

    1. Transfer of Net Rewards.  The Parties acknowledge that the performance of the Services by Spire is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows:

      1. to Delegator by transferring Net Rewards to the wallet address from which Delegator delegated the Tokens to Spire under this Agreement;

      2. to Spire as a service fee; and

      3. the Net Rewards may be in the same denomination as the Tokens that Delegator delegated to Spire under this Agreement.

    2. Section 4.1 is subject to the protocols of the Supported Blockchain and any variations to Section 4.1 under the Additional Terms.

    3. Rewards Not Guaranteed.  Delegator acknowledges that the transfer of Net Rewards by the Supported Blockchain is not guaranteed, Delegator may not receive the Delegator’s Rewards, and that Spire is not responsible in any way for any failure by the Supported Blockchain to transfer Net Rewards to Delegator or the loss, destruction or transfer of Net Rewards to the incorrect wallet address of Delegator.

    4. Protocol Changes, Airdrops & Forks

      1. The Parties acknowledge and agree that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of Spire and that, therefore, except as may be otherwise provided in this Agreement:

        1. Spire may respond to protocol changes, airdrops or forks in any way that Spire determines appropriate in its sole discretion acting reasonably; 

        2. the exercise by Spire of any right or power that is available to it in its capacity as a validating node on the Supported Blockchain shall not constitute a breach or violation any obligation owed by Spire to Delegator under this Agreement; and

        3. Spire is not responsible for any losses, liabilities, damages, or reductions in value in respect of the Tokens or otherwise suffered by Delegator in connection with protocol changes, airdrops or forks.

      2. In the event that a Supported Blockchain undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the Additional Terms if determined by Spire in its sole discretion.

  5. CONDITIONS

    1. The obligation of Spire to perform the Services is conditional on the satisfaction of the following conditions precedent as of the Effective Date and the time(s) of performance of the Services:

      1. the Supported Blockchain has selected Spire to operate a validator node on the Supported Blockchain; 

      2. the covenants and obligations of Delegator under this Agreement are performed and satisfied;

      3. the representations and warranties of Delegator set forth in Section 11 are true, accurate and complete as of all times on and after the date of this Agreement during the Term; 

      4. neither the delegation by Delegator of the Token Rights to Spire, nor Spire’s performance of Services for Delegator, 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, or agreement to which Delegator or Spire is a party or by which Delegator or Spire is bound, including this Agreement and the protocols of the Supported Blockchain; and

      5. without limiting the generality of the foregoing, under applicable Law:

        1. Spire is not deemed to be a “money transmitter” or a similar classification in accordance with applicable anti-money laundering, anti-terrorist or anti-terrorist financing, know-your-customer or similar Laws; and

        2. the performance of this Agreement, including the Services, by Spire does not require any licenses, permits, or registrations (in respect of securities Law or otherwise) not possessed by Spire.

  6. TAXES

    1. Delegator shall be solely responsible for the payment to applicable governmental authorities of any and all taxes, penalties, duties, levies, and interest (together, “Taxes“) (i) applicable to the Delegator’s Rewards and other amounts receivable or received by Delegator in connection with this Agreement, and (ii) all other Taxes of Delegator or which may apply to Delegator resulting from or related to the transactions contemplated under this Agreement. Delegator shall indemnify and hold harmless Spire and its indemnified parties as described herein in respect of all Taxes levied, applied or assessed by any governmental authority on any Net Rewards and other amounts receivable or received by Delegator in connection with this Agreement, in accordance with Section 13.

    2. Neither Spire nor any of its agents have provided or will provide advice or guidance with respect to any Law, applicable Tax or other obligations of Delegator.  Delegator is strongly encouraged to seek advice from Delegator’s legal and tax advisors with respect to any Law, applicable Tax and other obligations of Delegator related to the entering into and performance of this Agreement. 

  7. TERM, TERMINATION, AND SURVIVAL

    1. Term.  The term of this Agreement (the “Term“) commences on the Effective Date and shall continue in effect until terminated in accordance with Section 7.2.  

    2. Termination.  Either Party may, any time and for any reason whatsoever, terminate this Agreement (i) on delivery of written notice of termination to the other Party, (ii) in the case of Delegator, by withdrawing its Tokens, or (iii) in the case of Spire, by taking steps to terminate the delegation of Tokens of Delegator to Spire; in each case, the termination is subject to any restrictions on termination provided in the Additional Terms and the terms of the Supported Blockchain.

    3. Effect of Termination.  Upon any termination of this Agreement: 

      1. Delegator will cease delegating Tokens to Spire; 

      2. Delegator will initiate re-delegation and unbonding of the Tokens, as applicable;

      3. Upon reasonable written request, each Party shall either return to the other Party (or, at such other Party’s instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such other Party’s Confidential Information that are in its possession or control, subject to applicable Law. 

    4. Survival.  The following provisions will survive any expiration or termination of this Agreement:  DEFINITIONS, 3.3, 4.2 to and including 4.4, 5, 6, 7.3, 7.4, 8, and 9 to and including 14.

  8. CONFIDENTIALITY

    1. The Receiving Party will: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care; (ii) not use any of the Disclosing Party’s Confidential Information for any purpose other than as may be necessary or desirable in connection with the performance of this Agreement; and (iii) not disclose the Disclosing Party’s Confidential Information to any party other than its employees, contractors, and advisors, as reasonably required to perform this Agreement provided they are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement.  If the Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party will provide the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section.  If such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the terms of this Section, the Receiving Party may furnish only that portion of the Confidential Information which it is legally required to disclose in the opinion of its counsel.

  9. INTELLECTUAL PROPERTY

    1. All right, title, and interest in and to the Platform and the Website, including all modifications, improvements, adaptations, and enhancements made thereto, are and shall remain sole and exclusive property of Spire.  

  10. LIMITATIONS OF USE

    1. Delegator shall not, and will not authorize, permit, or encourage any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform or the Website; (ii) modify, adapt, or translate the Platform or the Website; (iii) make any copies of the Platform or the Website; (iv) resell, distribute, or sublicense the Platform or the Website; (v) remove or modify any proprietary marking or restrictive legends placed on the Platform or the Website; (vi) use the Platform or Website (A) in violation of any Law or regulation, (B) to build a competitive product or service, or (C) for any purpose other than to perform this Agreement; nor (vii) introduce, post, upload, transmit, or otherwise make available to or from the Platform or the Website any Prohibited Content. 

    2. Delegator acknowledges and agrees that Spire will not accept or take custody over any Rewards on behalf of Delegator, has no responsibility or control over whether the Supported Blockchain distributes any Rewards to Delegator, and that Spire’s sole obligation under this Agreement is to perform the Services, upon the terms and conditions set forth in this Agreement.

  11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

    1. Mutual Representations and Warranties.  Each Party represents and warrants to the other Party, as of the Effective Date and each date on which Delegator has delegated Token Rights to Spire, that:

      1. If the Party is an individual, the Party is of legal age in its jurisdiction of residence and is of sound mind and body. If the Party is a business entity, partnership or other organization (each, a “Business Entity“), the Party is duly organized and existing in good standing under the Laws of its jurisdiction of organization; and

      2. The Party has all required capacity, authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Party enforceable against the Party in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and principles of equity. 

    2. Representations and Warranties of Delegator.  In addition to the representations and warranties set forth in Section 12.1, Delegator represents and warrants to Spire, as of the Effective Date and each date on which Delegator delegates Token Rights to Spire, that:

      1. Delegator has all right, title, and interest in and to the Tokens;

      2. The execution, delivery, and performance of this Agreement by Delegator (i) does and will not conflict with or violate in any Law, and (ii) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon Delegator; 

    3. Delegator is not entering into this Agreement or delegating Token Rights to Spire for the purpose of making an investment with respect to Spire or its securities, but instead, and only, to receive the Services from Spire;

    4. Without limiting the foregoing, Delegator acknowledges and agrees that the entering into and performance of this Agreement by each Party (including the delegation of Token Rights by Delegator to Spire) does not (a) represent or constitute a loan or a contribution of capital to, or other investment in, Spire; (b) provide Delegator 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, Spire; or (c) create or imply any fiduciary or other agency relationship between Spire (or any of its directors, officers, employees, agents, or Affiliates) and Delegator or entitle Delegator to any fiduciary duty or similar duty on the part any of the foregoing Persons;

    5. Delegator, its agents (and, if Delegator is a Business Entity, Delegator’s officers, directors, and employees (collectively, the “Representatives“)) are in compliance with the Criminal Code (Canada), Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Corrupt Practices Act of 1977 (United States), in each case as amended, and any rules and regulations thereunder respectively, similar Laws of other jurisdictions, anti-money laundering obligations, and anti-terrorist financing obligations under the Law of Canada, United States, and/or Delegator’s jurisdiction, and as otherwise applicable to Delegator, its Representatives, and/or Spire;

    6. Delegator has not (and, if Delegator is a Business Entity, Delegator’s Representatives have not) been convicted of, or have agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court; 

    7. Delegator is not (and, if Delegator is a Business Entity, Delegator’s Representatives are not) (i)a Person described or designated in the Specifically Designated Nationals and Blocked Persons List of the U.S. Department of Treasury Office of Foreign Assets Control, Section I of the U.S. Anti-Terrorism Order, the Regulations Establishing a List of Entities under s.83.05(1) of the Criminal Code of Canada, any regulations promulgated under Canada’s Special Economic Measures Act, United Nations Act, Justice for Victims of Corrupt Foreign Officials Act, Freezing of Assets of Corrupt Foreign Officials Act, or the United Nations Security Council Consolidated Sanctions List or (ii) engaged in any dealings or transactions with any such Person;

    8. Without limiting the generality of the foregoing, Delegator is not, and is not owned or controlled by, or acting on behalf of, any Person who is, identified on any list of prohibited parties under any Law or by any governmental authorities, such as any 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 Canadian government, the European Union (EU) or its member states, and the government of Delegator’s home country. Delegator is not, and is not owned or controlled by, or acting on behalf of, any Person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine (including Sevastopol) or any other country or jurisdiction against which the U.S. or Canada maintains comprehensive economic sanctions or an arms embargo. The Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law; and

    9. Delegator is sophisticated and experienced in using and evaluating the Supported Blockchain and applicable protocols and related technologies. Delegator has conducted its own due diligence and analysis of the Supported Blockchain and the matters provided under this Agreement in order to determine whether Delegator wishes to enter into this Agreement and delegate Token Rights to Spire in order that Spire may perform the Services. Delegator has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Spire in connection with the entering into and performance of this Agreement by the Parties.

    10. Disclaimer.  Except as expressly set forth herein, the Services, the Platform, the Website, their components, and any other materials or services provided hereunder are provided “as is” and “as available”. Spire does not make any warranties with respect to the same or otherwise in connection with this Agreement (except as explicitly provided in this Agreement) and hereby disclaims any and all express, implied, or statutory warranties, including any warranties of non-infringement, merchantability, fitness for a particular purpose, availability, error-free or uninterrupted operation, and any warranties arising from a course of dealing, course of performance, or usage of trade. To the extent that Spire may not as a matter of Law disclaim any warranty, the scope and duration of such warranty will be reduced the minimum permitted under such Law. Without limiting the foregoing, Spire makes no representations or warranties with regard to the amount of Net Rewards that may be generated under this Agreement.

  12. LIMITATION OF LIABILITY

    1. In no event will Spire be liable or responsible in any way to Delegator or any other party for any incidental, indirect, consequential, special, exemplary, or punitive damages or losses of any kind (including lost Rewards, revenues or profits) arising from or relating to this Agreement, including the Services, regardless of whether Spire was advised, had other reason to know, or in fact knew of the possibility thereof.

    2. Spire’s aggregate liability for damages under this Agreement will not exceed the amount of service fees received by Spire hereunder during the period that is six months prior to the event giving rise to the liability or damages.

    3. Without limiting the foregoing, Spire will not be liable to Delegator or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchain or any Force Majeur Event.

  13. INDEMNIFICATION

    1. Delegator (in such capacity, the “Indemnifying Party“) shall defend, indemnify, and hold harmless the Spire and its Affiliates and their respective officers, directors, shareholders, managers, and employees (together, the “Indemnified Party“), as applicable, from all liabilities, damages, costs, and reasonable expenses (including reasonable attorneys’ fees) incurred by any Indemnified Party in connection with any third-party (including governmental) action, claim, proceeding, or any other damage, cost or liability (each, a “Claim“) arising from or in connection with the Indemnifying Party’s breach or non-performance of its covenants and representations and warranties under this Agreement; provided that the foregoing obligations shall be subject to the Indemnified Party providing the Indemnifying Party, at the expense of the Indemnifying Party, with reasonable cooperation in the defense of the Claim. For clarity, the Indemnified Party shall be entitled to maintain sole control over the defense and negotiations of the Claim for a settlement or other resolution, and the same shall not waive or reduce the obligations of the Indemnifying Party hereunder. 

  14. GENERAL PROVISIONS

    1. Interpretation

      1. Headings. The headings in this Agreement are for reference only and will not affect the interpretation of this Agreement.

      2. References to Agreements. The term “Agreement” and any reference to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated.

      3. Non-Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against a Party.

      4. Other Terms.

        1. The words “including”, “includes”, and “include” mean “including (or includes or include) without limitation”.

        2. Any reference in this Agreement to a Person includes his, her, or its heirs, administrators, executors, legal representatives, successors, and permitted assigns, as applicable. 

        3. Any reference in this Agreement to gender includes all genders, and words importing the singular number only include the plural and vice-versa.

    2. Assignment.  Delegator shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Spire.  Any assignment or other transfer in violation of this Section will be null and void.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their heirs, estates, legal representatives, successors, and permitted assigns, as applicable.  

    3. Waiver.  No failure or delay by Spire in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver of any such right or remedy. Without limiting the generality of the foregoing, Spire shall not be deemed to have waived any of the conditions described in Section 5.1, or waived or released any claim, right, power, privilege or remedy related thereto, by virtue of providing Services to Delegator while having no specific knowledge that such condition is not satisfied with respect to Delegator, and may terminate its Services to Delegator after learning of such non-satisfaction irrespective of how long such condition has not been satisfied. 

    4. Governing Law.  This Agreement shall be governed by and construed in accordance with the Laws of Texas and the federal Laws of the United States applicable therein, without regard for choice of Law provisions thereof.  

    5. Exclusive Forum.  If any claim, dispute, or controversy occurs between the Parties relating to the interpretation or implementation of any of the provisions of this Agreement, such dispute shall be resolved by private, confidential and binding arbitration.  Such arbitration shall be conducted by a single arbitrator.  The arbitrator shall be appointed by agreement of the Parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either Party.  Arbitration shall be held in the state of Texas, unless otherwise agreed by the Parties in writing.  The arbitration procedure to be followed shall be agreed by the Parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the Laws of Texas.  Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. 

    6. No Class Action.  Without limiting the foregoing, Delegator may only make a claim or proceeding against Spire in Delegator’s individual capacity and shall not as a plaintiff or class member in any purported class or representative action or proceeding.

    7. Notices. All notices required under this Agreement must be delivered by mail to the address designated below.  Such notices shall be effective upon actual receipt by the other Party. 

      1. To Spire: Spire Staking, ATTN: Legal Department, 4610 Sweetwater Blvd, Suite 200, Sugar Land, Texas 77479 

      2. To Delegator: at the address identified in any notice delivered by Delegator to Spire under Section 14.7.

    8. Independent Contractors.  The Parties are independent contractors.  Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. 

    9. Severability.  If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect.  Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

    10. Force Majeure.  Neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including acts of God, epidemics or pandemics, earthquakes, strikes, or shortages and unavailability of materials or resources, and operations and actions of and changes to Blockchain Protocols (“Force Majeure Events“). 

    11. Third-Party Beneficiaries.  Except as set forth in Section 13, there are no third-party beneficiaries under this Agreement.

    12. Modifications.  Any modification or amendment to this Agreement must be in writing signed by both Parties or is null and void, subject to Section 4.4(2).

    13. Paramountcy.  Without limiting the foregoing, if there would otherwise be any legally binding agreement involving Delegator and Spire that is implied by or embodied in the protocols of the Supported Blockchain that conflicts or is inconsistent with this Agreement, this Agreement shall prevail over such other agreement to the extent of the inconsistency.

    14. Currency. All dollar ($) amounts identified in this Agreement are denominated in U.S. dollars.

    15. Entire Agreement.  This Agreement constitutes the final and complete agreement between the Parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the Parties, whether oral or written.  No term included in any confirmation, acceptance, or any other similar document from Delegator in connection with this Agreement will apply to this Agreement or have any force or effect. This Agreement shall be effective upon any delegation of Tokens to Spire by Delegator notwithstanding the non-execution or delivery of this Agreement by either Party.

 

The Parties have entered into and are subject to the provisions of this Agreement, as of the Effective Date.

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