TERMS AND CONDITIONS
Myrmidon Staking – Non-Custodial staking as a service terms and conditions
The services offered by Myrmidon Staking, hereafter MS, a Danish registered limited liability
company, via the validators that they run on various “Proof of Stake” blockchain networks are
offered with no guarantees. Please read this agreement carefully before agreeing to use our
services because they govern your use of the services. By using the services, you agree to be
bound by the terms of this agreement (the “terms and conditions”) and any other policies or
terms communicated to users by Myrmidon Staking through the service. If you do not agree to be
bound by these terms and conditions, do not use the services.
By choosing to delegate or stake your digital assets to MS, you acknowledge that MS may participate in blockchain governance or blockchain consensus mechanisms as your representative, and that you understand that there are significant risks with the many novel technologies involved in Proof of Stake blockchain systems, which are often at the cutting edge of research.
You also acknowledge that there are significant risks that you may incur a loss of your digital assets when choosing to delegate or stake them to MS, and that MS will not compensate you or be held liable for any losses incurred as a direct or indirect result of losses by any holder of digital assets choosing to use the validation services provided.
This Delegation (“Staking” or “Nominating”) Agreement, including any Additional Terms (as defined below) (collectively, this “Agreement”), constitutes a legal agreement between you (“Delegator” or “you”) and Myrmidon ApS, Limited liability company, registred under the Danish business registry with VAT NO: 43423843 (“Myrmidon Staking”, “MS” or “we”). This Agreement specifies the terms under which you may delegate (also referred to as “stake” or “staking”) your Tokens and earn a share of Net Rewards (as defined below). Please read this Agreement carefully before delegating your Tokens, because by doing so or otherwise manifesting assent to this Agreement, Delegator agrees to be bound by the terms of this Agreement. If Delegator does not agree to (or cannot comply with) all of the terms of this Agreement, do not delegate your Tokens. If Delegator is accepting this Agreement on behalf of a company, Delegator represents that he or she is an authorized representative of the company capable of binding the company to this Agreement, and the company shall be deemed the Delegator for the purposes of this Agreement.
NOTICE ON PROHIBITED USE – RESTRICTED PERSONS: THE SERVICES ARE NOT OFFERED TO AND MAY NOT BE
USED BY PERSONS OR ENTITIES WHO: (A) RESIDE IN, ARE CITIZENS OF, ARE LOCATED IN, ARE
INCORPORATED IN, OR HAVE A REGISTERED OFFICE IN ANY STATE, COUNTRY OR OTHER JURISDICTION THAT IS
DESIGNATED BY THE U.S. SECRETARY OF STATE AS A COUNTRY SUPPORTING INTERNATIONAL TERRORISM, OR
THAT IS SUBJECT TO ECONOMIC SANCTIONS SUCH THAT U.S. NATIONALS CANNOT LAWFULLY ENGAGE IN
TRANSACTIONS AS DESIGNATED BY THE OFFICE OF FOREIGN ASSETS CONTROL (OFAC) (EACH SUCH
JURISDICTION, A “RESTRICTED JURISDICTION”); OR (B) LISTED ON THE OFAC SPECIALLY DESIGNATED
NATIONALS, BLOCKED PERSONS LIST, OR ANY OTHER CONSOLIDATED PROHIBITED PERSONS LIST AS DETERMINED
BY ANY APPLICABLE GOVERNMENTAL AUTHORITY (EACH SUCH PERSON OR ENTITY, A “RESTRICTED PERSON”). WE
DO NOT MAKE EXCEPTIONS. THEREFORE, IF YOU ARE A RESTRICTED PERSON, YOU ARE NOT PERMITTED TO, AND
DO NOT ATTEMPT TO, USE THE SERVICES. USE OF A SCHEME OR MEAN (E.G., A VIRTUAL PRIVATE NETWORK),
WHETHER DIRECT OR INDIRECT, THAT IS INTENDED OR REASONABLY LIKELY TO CIRCUMVENT THE RESTRICTIONS
SET FORTH HEREIN IS PROHIBITED.
NOTICE: YOU AGREE THAT DISPUTES REGARDING THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
BEFORE USING OUR SERVICE, YOU WILL NEED TO ENGAGE INTO A STAKE CONTRACT OR SMART CONTRACT ON A BLOCKCHAIN WE SUPPORT. WE DO NOT CONTROL THE OPERATION OF ANY BLOCKCHAIN, INCLUDING ANY REWARDS THAT MAY BE OBTAINED THROUGH THE BLOCKCHAIN. ANY REWARDS YOU OBTAIN ARE NOT LEGAL TENDER, NOT BACKED BY ANY SOVEREIGN GOVERNMENT, MAY NOT BE WITHDRAWN FOR A PERIOD OF TIME (OR ANY TIME), ARE SUBJECT TO THE OPERATION OF THE BLOCKCHAIN, AND IF WITHDRAWN WILL BE SUBJECT TO SIGNIFICANT FLUCTUATIONS IN PRICE AND LIQUIDITY THAT MAY BE UNPREDICTABLE. THE REGULATORY LANDSCAPE REGARDING CRYPTOCURRENCIES COULD CHANGE AND AFFECT YOUR ABILITY TO USE, TRANSFER OR EXCHANGE ANY TOKEN IN YOUR POSSESSION. THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. ACCORDINGLY, IT IS IMPORTANT THAT YOU READ THIS ENTIRE AGREEMENT CAREFULLY TO ENSURE THAT YOU FULLY UNDERSTAND YOUR RIGHTS AND OBLIGATIONS, AND THE POTENTIAL REPERCUSSIONS AND LIABILITY FOR YOU SHOULD YOU FAIL TO ADHERE TO YOUR OBLIGATIONS OR IN ANY OTHER WAY BE IN BREACH OF THIS AGREEMENT.
The definitions for some of the defined terms used in this Agreement are set forth below. The
definitions for other defined terms are set forth elsewhere in this Agreement.
“Additional Terms” means any terms that are specific to a particular Supported Blockchain. We may incorporate Additional Terms into this Agreement at any time via a version update noted above. The Additional Terms in effect as of the Effective Date are set forth in Schedule A, attached hereto and incorporated herein.
“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.
“Confidential Information” means: (i) with respect to Myrmidon Staking, 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 you, any non-public information or material regarding your 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.
“Effective Date” means the date that you delegate your tokens.
“Net Rewards” means Rewards minus any Slashing Penalties and Myrmidon Staking fees. See the details related to Net Rewards for each Supported Blockchain.
“Party” means you or us, as applicable, and “Parties” means you and us collectively.
“Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s intellectual property rights, including, without limitation, 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.
“Rewards” means any rewards that we actually receive in exchange for the Service, including, without limitation, block rewards, endorser rewards, finalization rewards and transaction fees.
“Service” means our provision of validation services to Supported Blockchains, including, without limitation, producing and validating new blocks, endorsing, processing transactions, and securing the network
“Slashing Penalties” means any penalty assessed by the Supported Blockchain for our failure to perform the Service.
“Supported Blockchain” means any blockchain for which Myrmidon Staking performs the Service. The list of Supported Blockchains is available on the Website. Service details for each Supported Blockchain can be found in the Additional Terms.
“Token” means any tokens that you have delegated properly to our validator, as described on the Website.
“Website” means https://myrmidon.dk or https://myrmidonstaking.com/
2. ACCESS AND USE OF THE SERVICES
2.1. You may use the Services only if you are 18 years or older and capable of forming a binding
contract with Myrmidon Staking, and not otherwise barred from using the Services under these
Terms and conditions or applicable law.
3.1. Our Obligations. During the Term (as defined below), we shall: (i) remit to you your share
of Net Rewards as set forth in Section 3;
3.2. Your Obligations. During the Term, you shall delegate your Tokens, as you elect from time and time, and you shall pay your taxes as set forth in Section 3.2. Unless otherwise set forth in the Applicable Terms: (i) there are no minimum or maximum number of Tokens you may delegate to us; and (ii) you may delegate or withdraw your Tokens at any time; provided, however, if you withdraw your Tokens during a period within which we have staked your Tokens in order to perform the Service, you will not receive any share of the Net Rewards with respect to such prematurely withdrawn Tokens.
4. CHANGES TO THESE TERMS AND CONDITIONS
4.1. We may update the terms and conditions from time to time in our sole discretion. If we do, we will communicate these changes and how it may apply to you. It is important that you review the terms and conditions whenever we update them, or you use the services we provide. If you continue to use the services after we have posted updated terms and conditions, it means you have accepted and agreed to the changes. If you do not agree to the updated terms and conditions, you may not use the services anymore. Our services evolve over time and therefore, we might change or discontinue all or any part of the services without notice, at our sole discretion.
5. ECONOMIC TERMS
5.1. Remittance of Net Rewards. We shall remit to you a percentage of Net Rewards directly
attributable to your Tokens. The percentage and timing of such remittances: (i) vary by
Supported Blockchain; (ii) change periodically; and (iii) are governed by the information posted
on the Website on the date a remittance to you is due (not the date on which you delegated the
Tokens to us). Unless otherwise set forth in the Additional Terms or agreed to in writing by the
Parties, all remittances to you shall be in the same cryptocurrency in which the Tokens are
5.2. Taxes. You are solely responsible for the payment of any applicable taxes with respect to your share of Net Rewards and for any other taxes resulting from the transactions contemplated herein. The Parties agree not to treat this Agreement as giving rise to a partnership for U.S. federal income tax purposes. You are responsible for ensuring that you are aware of any tax consequences in your relevant jurisdiction. You hereby agree 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. The characterization of the transactions contemplated by this Agreement for U.S. federal income tax purposes is unclear, and accordingly the U.S. federal income tax consequences of delegating Tokens and the sharing of Net Rewards is uncertain. Neither Myrmidon Staking nor any of its agents shall provide any advice or guidance with respect to the tax obligations of the Delegator. You are strongly encouraged to seek advice from your own tax advisor to discuss the potential tax consequences of entering into this Agreement and the receipt of any Net Rewards.
5.3. Rewards Transfer. Any transfer of Net Rewards to you shall be made to the wallet from which you delegated the Tokens to us.
6.1. Staking is risky. Any token balance you choose to stake on a blockchain may be diminished
or lost based on operation of the blockchain, such as, if penalties or slashing are incurred. We
will use our competencies and all reasonable efforts to prevent the occurrence of any slashing
event or penalties, but we do not guarantee that slashing will not occur.
6.2. In the event that there are slashing or other penalties imposed resulting directly or indirectly and solely from actions taken by Myrmidon Staking that impact you, Myrmidon Staking is not liable nor obligated with respect to slashing or other penalties, including where incurred based on your actions, systems, wallets, software, or services of any third party or any blockchain.
WARRANTIES & DISCLAIMERS
LIMITATION OF LIABILITY