Whispernode Services Agreement

These Terms and Conditions for WhisperNode Staking Services ("Terms") between Whisper LLC, a private limited company in Puerto Rico, with its registered office in San Juan, Puerto Rico ("WhisperNode") and the user ("User") governs the services of WhisperNode as defined hereinafter.

By delegating Tokens to WhisperNode, User agrees to be bound by the terms of this Agreement. If User does not agree to, understand, or cannot comply with, all of the terms of this Agreement, User must not delegate its Tokens to WhisperNode.

As such, please read this Agreement carefully before delegating Tokens to WhisperNode. 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).

Please contact us at info@whispernode.com or join the Discord by following the link at https://discord.gg/uYWH5Brgu9 for any questions or issues.

NOW, THEREFORE, in consideration of the mutual agreements contained below, WhisperNode and User hereby agree as follows:

1. Definitions

“Active Set” means those Validator Nodes with sufficient delegations on the Network to actively participate in consensus block production.

“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.

“Applicable Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order issued by any Governmental Authority.

“Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.

"Rewards" means any Tokens granted by the Network to the Validator Node as a result of Validator Node Operation, including block rewards, endorser rewards, and transaction fees, in each case as actually granted by the Network and received by WhisperNode or Delegator, as applicable, in connection with the performance of the Services.

“Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.

“Effective Date” means the date that you delegate your tokens.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self- regulatory organization.

“Party” means you or us, as applicable, and “Parties” means you and us collectively.

"Network" means any "Proof-of-Stake Network" that WhisperNode operates a Validator Node on. A “Proof-of-Stake Network” is a digital blockchain ledger where transactions in digital tokens are recorded and stored as a result of the coordinated activities of a distributed, peer-to-peer network ("Network") of software clients ("Nodes") running a consensus protocol.

“Services” means the exercise by WhisperNode of Validation Rights on behalf of User under this Agreement.

“Service Fees” means the amount paid to Validator Nodes for exercising Users’ Validation Rights on the Network. Service Fees are usually expressed as a percentage of the total Block Rewards and Transaction Fees earned.

“Slashing Penalty” means any penalty assessed by the Network for unavailability or slow, incorrect or malicious performance.

“Staking” “Staked” or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node.

“Staking Rewards” means all cryptocurrency tokens generated by operating validator nodes, including, but not limited to, block rewards, endorser rewards,or transaction fees and any other direct payments as a result of operating a Validator Node.

"Token" means any amount (including any fractional amount) of digital tokens transacted on the Network with transactions being recorded on the blockchain.

"Transaction Fees" means any amount of digital tokens paid to the Network by transactions. A part or the entire of digital tokens paid in that way may be distributed to Users exercising their Validation Rights and Validator Nodes on the Network

“User” means a holder of Tokens who delegates Tokens to WhisperNode in order to be eligible to receive Block Rewards and Transaction Fees by exercising its Validation Rights on the Network.

"Validator Node" means a full node that participates in “consensus” responsible for verifying, voting on, and maintaining a record of transactions on a blockchain network.

"Validation Rights" Users owning Tokens native to a specific Network can participate in maintaining the Network, where the amount of Tokens owned in relation to the total supply of Tokens in the Network is indicative of their Validation Rights within the Network. Validation Rights can be delegated to Validator Nodes on the Network allowing any Token holder to participate in maintaining the Network.

"Voting Rights" means those rights granted to a User by the Network to be used in Network Governance based on number of Tokens Staked.

The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.

2. Services and Code of Conduct.

Subject to the terms and conditions of this Agreement, including the User Eligibility Conditions, during the times that WhisperNode is among the Active Set selected to operate a Validator Node, WhisperNode will operate Validator Nodes in a manner that is considered reasonable by WhisperNode at its sole discretion to stake tokens delegated by the User if any, that are Delegated to WhisperNode as of such times (such operation of the Validator Node, to exercise Validation Rights, generate Rewards, and exercise Voting Rights.

During such operation of the Validator Node WhisperNode will, according to its code of conduct:
        

• implement industry standard monitoring and alerting tools to prevent downtime, jailing,  and slashing penalties to the maximum extent possible;
• reimburse delegators for any soft-slash events;
• take reasonable steps to protect all private and validator keys necessary for operation;
• give our delegators open lines of communications directly to our team;
• do our best to provide valuable services, infrastructure, and offerings to the communities we support; and
• vote on relevant Governance proposals 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

During such operation of the Validator Node there are also things WhisperNode will NOT do according to its code of conduct:

• validate for outright scam projects, or projects we disagree with ethically,
• participate in NFT/token airdrops that require staking to a certain validator(s) and give the appearance of bribery
• participate in bribery in order to influence or obtain governance votes,

There can be no guarantee or assurance that, and WhisperNode is not making any representation, warranty or promise to the effect that WhisperNode will serve as a Validator Node at all or for any particular period of time. WhisperNode’s failure to become or remain a Validator Node shall not constitute a breach of any provision of this Agreement or otherwise give rise to any liability or obligation of WhisperNode to the User.

WhisperNode shall not have any obligation to perform the Services at any time if any one or more of the following conditions precedent is not satisfied as of such time:

1. the representations and warranties of User set forth in Section 3 hereinafter are accurate and complete as of all times on and after agreeing to these Terms while User has Validation Rights that are Delegated to WhisperNode;
2. WhisperNode is included in the Active Set on the Network; and
3. neither User's Delegation of its Validation Rights to WhisperNode, nor Whispernode’s performance of Services for User, 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 applicable to User or WhisperNode, or contract or agreement to which User or WhisperNode is a party or by which User or WhisperNode is bound, including these Terms and the Network Agreements.

User acknowledges and understands that, due to the permissionless, decentralized design of the Network:

• any Person holding tokens can anonymously Delegate their Validation Rights to WhisperNode, and accordingly WhisperNode does not under ordinary circumstances have an ability to prevent any such Person from receiving the Services; and
• WhisperNode is likely to be unable to ascertain important information regarding User, including User's name, country of origin, country of residence, age, good standing, legal status, affiliations, entity type and criminal history.

Accordingly, there may be periods of time during which one or more of the conditions described in clause above is not satisfied, but WhisperNode is unaware of such fact and continues rendering Services to User.

In the event that User could reasonably expect that any of the conditions described in clause "(a)" above is not satisfied prior to Delegating Validation Rights to WhisperNode, User shall not Delegate any Validation Rights to WhisperNode and, in the event that, after Delegating any Validation Rights to WhisperNode, User could reasonably expect that any of such conditions has ceased to be satisfied, User shall immediately revoke such Delegation.

3. User Representations and Warranties.

User hereby represents and warrants to WhisperNode, as of the date of entering into this Agreement and as of each date that User has any Validation Rights that are Delegated to WhisperNode:

3.1 If User is an individual, User is of legal age in the jurisdiction in which User resides and is of sound mind and body. If User is a business entity, User 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 User has all requisite capacity, power and authority to accept the terms and conditions of this Agreement and to carry out and perform its obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of User enforceable against User in accordance with its terms.

3.3 User entering into this Agreement and User's Delegation of its Validation Rights to WhisperNode 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 applicable to User, or contract or agreement to which User is a party or by which User is bound.

3.4 User is not, and is not owned or controlled by, or acting on behalf of, any other Person 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 User's home country. User 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. User's tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law.

3.5 User understands and agrees that neither User's Delegation of Validation Rights to WhisperNode, nor WhisperNode’s provision of Services hereunder:

• represents or constitutes a loan or a contribution of capital to, or other investment in, WhisperNode;
• provides User 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, WhisperNode; or
• creates or implies any fiduciary or other agency relationship between WhisperNode or any of its directors, officers, employees, agents or Affiliates and the User.  

3.6 User is knowledgeable, experienced and sophisticated in using and evaluating the Network and similar technologies. User has conducted its own thorough independent investigation and analysis of the Network and the other matters contemplated by this Agreement in determining to Delegate any Validation Rights to WhisperNode  and enter into this Agreement, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of WhisperNode in connection therewith.

3.7 User shall be solely responsible for payment of any applicable taxes with respect to User share of Rewards and for any other taxes resulting from the transactions contemplated herein, as determined by the laws of User jurisdiction of residence or citizenship; WhisperNode makes no representations in this regard. The Parties agree not to treat this Agreement as giving rise to a partnership for U.S. federal income tax purposes. User hereby agrees to defend, indemnify, and hold harmless us and our officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any such taxes and related costs, interest, and penalties.

4. Limitation of Use

The Terms of Service of WhisperNode provided on the Website govern the access and use of the Website by Delegator and are incorporated into this Agreement.  

Delegator acknowledges and agrees that WhisperNode 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 WhisperNode’s sole obligation under this Agreement is to perform the Services, upon the terms and conditions set forth in this Agreement.

5. No Consequential, Incidental or Punitive Damages.

Notwithstanding anything to the contrary contained herein, WhisperNode, shall not be liable to any Person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to this Agreement, whether or not WhisperNode has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.

6. Limitation of Liability.

WhisperNode’s  liability for damages under this Agreement shall in all cases  be limited to, and under no circumstances shall exceed, the portion of Service Fees actually received by WhisperNode that demonstrably arose by virtue of the User's particular Delegation of its particular tokens to WhisperNode

7. Indemnification

User agrees to indemnify, defend and hold harmless WhisperNode, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by the User of any representation, warranty, or provision in this Agreement. WhisperNode shall indemnify, defend and hold User harmless from and against any Losses incurred due to third party claims arising from any breach by WhisperNode of any representation, warranty, or provision contained in this Agreement.

9. Term, Termination, and Suspension

The Service under these Terms will start on the Start Date. The Start Date of the Service is the date on which User first delegates any Token(s) to WhisperNode.

Either party may terminate these Terms: (a) at any time for any or no reason (i) on delivery of written notice of termination to the other Party, (ii) in the case of User, by removing (undelegating) their Tokens, or (iii) in the case of WhisperNode, by taking steps to shut down the Validator Node or, if technically possible, denying/terminating the delegation of Tokens of User to WhisperNode, (b) for good cause, with immediate effect, if the other party materially breaches a provision of these Terms; in each case, the termination is subject to any restrictions on termination provided in the Additional Terms and the terms of the Supported Blockchain.

Upon termination, the User shall (i) cease to use of the Service; (ii) initiate re-delegation and unbonding of the Tokens, as applicable; and (iii) pay to WhisperNode all fees and expenses outstanding through the termination date. Upon termination, WhisperNode shall pay to the User its attributable Block Rewards minus WhisperNode fees. Further, the termination of these Terms, for any reason, shall not affect the entitlement of WhisperNode to any fees and expenses due.

Upon termination of these Terms, all licenses to access and use the Services will likewise terminate, and User will immediately thereafter discontinue all such access and use.

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

USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.