Galaxy Staking Terms of Use

BLOCKCHAIN PROTOCOLS AND GALAXY STAKING SERVICES GENERALLY

Blockchain protocols may achieve consensus among distributed nodes through a system known as “proof-of-stake” in which holders of tokens native to the protocol may stake and/or delegate their tokens with a validator node to participate in the consensus validation process. To incentivize staking and validation activities, proof-of-stake systems programmatically allocate tokens as rewards for performing validation processes.Galaxy offers non-custodial validation-as-a-service to qualified token holders through Galaxy’s proprietary hardware and computational systems that facilitate validation and staking processes on certain blockchain protocols for Users that elect to delegate the staking of tokens to Galaxy on the following Terms.

1. DEFINITIONS

1.1 “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.

1.2 “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.

1.3 “Confidential Information” means: (i) with respect to Galaxy, 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 User, any non-public information or material regarding User'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.

1.4 “Digital Asset” means any asset that is created and stored digitally, is identifiable and discoverable, and has or provides value, such as cryptocurrencies and tokenized assets.

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

1.6 “Missed Rewards” means User’s Rewards that would have been received but for the failure of Galaxy to sign blocks for a Supported Blockchain when performing Services in its role as a validator, unless such failure was due to a Force Majeure Event.

1.7 “Net Rewards” means the sum of the Rewards minus the Galaxy Service Fee, as such term is defined in Section 5.1 below.

1.8 “Party” means Galaxy or User, as applicable; and “Parties” means, together, Galaxy and User.

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

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

1.11 “Private Key(s)” means a confidential cryptographic key used to sign/authenticate transactions and prove ownership or control of a Digital Asset.

1.12 “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.

1.13 “Public Rate” means the standard, publicly-available rate programmatically transferred to Galaxy for providing the technological infrastructure and support services in providing such validation Services to each Supported Blockchain to earn Rewards

1.14 “Rewards” or “Staking Rewards” means with respect to any Tokens staked by Galaxy in accordance with these Terms on behalf of User, any rewards allocated by the Supported Blockchain in respect of such staked Tokens, including block rewards, endorser rewards, and transaction fees (including, for the avoidance of doubt, fees received from maximal extractable value), in each case as actually allocated to User by the Supported Blockchain and received in connection with the performance of the Services.

1.15 “Representatives” means, in respect of a Person, such Person’s Affiliates and its and their officers, directors, employees, contractors, and agents, as applicable.

1.16 “Restricted Person” means a person or legal entity who (a) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or by the United Kingdom, European Union) tor (b) resides, or is established, or has operations in, in any country listed in the List of Prohibited Countries.

1.17 “Slashing Penalties” means any penalty imposed by the Supported Blockchain.

1.18 “Slashing Reimbursements” means the payment by Galaxy to User of an amount equal to any Slashing Penalties, subject to Section 5.6.

1.19 “Supported Blockchain” means the relevant distributed ledger maintained by any proof-of-stake based blockchain network and available for User to select for staking pursuant to these Terms, on which Galaxy may exercise Token Rights delegated to it by User. Each Supported Blockchain has its own protocols and terms.

1.20 “Token” means any token (whole or fractional) that User has delegated to Galaxy in accordance with the protocol of the applicable Supported Blockchain.

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

1.22 “User,” or “You” means the beneficial owner of Tokens.

1.23 “User Wallet” mean the Digital Asset wallet associated with the relevant Tokens to be delegated by User.

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

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

1.26 “Website” means [galaxy.com/staking-terms].

2. SERVICES

2.1 Services. Subject to the Terms, Galaxy will provide the following services (together, the “Services”):

a) stake the Tokens by exercising Validation Rights in a manner intended to generate Net Rewards;

b) User will rely on Galaxy to perform the Services, subject to the duty to perform the Services in a commercially reasonable manner intended to maximize the amount of Net Rewards receivable by User, to the extent legally permissible and subject to Galaxy’s internal regulatory and legal compliance policies, in accordance with these Terms in a safe and sound manner;

c) Galaxy shall operates the Services in a diligent manner in accordance with applicable technology, IT and industry standards;

d) The Services are non-custodial: User is responsible for maintaining the security of its own accounts and Private Keys at all times. Galaxy will never require Private Keys in any circumstances. Galaxy will not hold User Private Keys and will not act as a custodian of User funds. Galaxy will provide the User with all information necessary to use the Services; and

2.2 Restriction. Galaxy will not, directly or indirectly, lend, pledge, encumber, hypothecate or rehypothecate any Tokens staked or delegated under these Terms.

2.3 License to Access Services. Subject to these Terms, Galaxy hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services for the purposes of delegating supported Digital Assets to our validator addresses for staking on a Supported Blockchain.

3. DELEGATION

3.1 Subject to the protocols of the Supported Blockchain, by interacting directly with the protocols of the Supported Blockchain:

a) User may delegate any number of Tokens to Galaxy at any time during the Term; and

b) User may initiate the process of withdrawing its Tokens at any time.

Galaxy may choose to discontinue support of any existing Supported Blockchain at any time, in its sole discretion.

3.2 User shall not delegate any Tokens to Galaxy hereunder if User could reasonably expect that any condition described in Section 6.1(b) to and including (e) is not satisfied, and, in the event that any such condition ceases to be satisfied, then User shall reasonably promptly deliver written notice of the same to Galaxy.

4. WITHDRAWAL & UNBONDING

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

4.2 Pursuant to the protocols of certain Supported Blockchains, Tokens and Net Rewards may be unavailable to User during the unbonding periods and subject to other restrictions imposed by the Supported Blockchain.

5. REWARDS

5.1 Determination of Service Fees.

a) The Parties understand and acknowledge that each Supported Blockchain will programmatically determine the quantum of Rewards that will be allocated to Galaxy for staking and transaction validation Services based on the relevant Public Rate.

b) The Parties understand and agree that a portion of the Rewards will be used to compensate Galaxy for providing the technological infrastructure and support services in providing such validation Services to each Supported Blockchain to earn Rewards, which may differ from the Public Rate (the “Service Fee”).

c) The validator Service Fee in respect of each Supported Blockchain shall be established by Galaxy, in its sole discretion.

5.2 Transfer of Net Rewards.

a) The Parties acknowledge that the performance of the Services by Galaxy is intended to result in the transfer of:

- the Service Fee to Galaxy; and

- Net Rewards to User,

in each case in accordance with the Supported Blockchain and the relevant Blockchain Protocol.

b) Galaxy and User will transfer the applicable Service Fee on a monthly basis, as agreed upon by the Parties.

c) The Net Rewards may be in the same denomination as the Tokens that User delegates to Galaxy under these Terms, or as otherwise set forth in the protocols of the Supported Blockchain.

d) This Section 5.2 shall be subject to the applicable Blockchain Protocol.

5.3 Rewards Not Guaranteed. User acknowledges that the transfer of Net Rewards by the Supported Blockchain is not guaranteed (even if Galaxy performs the Services properly and in accordance with these Terms), and that Galaxy is not responsible for any failure by the Supported Blockchain to transfer Net Rewards to Galaxy or User, or for any loss, destruction or transfer by the Supported Blockchain of Net Rewards to the incorrect User Wallet or other wallet address of User (unless such loss, destruction or incorrect transfer was caused by the gross negligence, fraud, or willful misconduct of Galaxy).

5.4 Slashing. Galaxy will take all commercially reasonable steps to avoid the slashing of any Token delegated to it by User hereunder.

5.5 Slashing Reimbursement. Galaxy will make payment, directly to the applicable User Wallet, a Slashing Reimbursement for any Slashing Penalty assessed against a User Wallet in connection with Galaxy’s Services.

5.6 Protocol Changes, Airdrops & Forks. Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of Galaxy and that, therefore, except as may be otherwise provided in these Terms:

a) Galaxy may respond to protocol changes, airdrops or forks in any way that Galaxy determines appropriate in its sole discretion;

b) the reasonable exercise by Galaxy 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 of any obligation owed by Galaxy to User under these Terms; and

c) Galaxy is not responsible for any losses or reductions in value in respect of the Tokens or otherwise suffered by User in connection with protocol changes, airdrops or forks.

6. CONDITIONS

6.1 The obligation of Galaxy to perform the Services is conditional on the satisfaction of the following conditions precedent as of the time of performance of the Services:

a) Galaxy is authorized to operate a validator node on the Supported Blockchain;

b) the covenants and obligations of User under these Terms are performed and satisfied;

c) the representations and warranties of User set forth herein are true, accurate and complete at all times; and

d) neither the delegation of the Token Rights by User to Galaxy, nor Galaxy’s performance of Services, 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 User or Galaxy is a party or by which User or Galaxy is bound, including these Terms and the protocols of the Supported Blockchain.

7. TAXES

7.1 User shall be solely responsible for the payment to applicable governmental authorities of any and all taxes, penalties, duties, and interest (together, “Taxes”) (i) applicable to the User's respective Rewards, Slashing Reimbursements, and other amounts receivable or received by User in connection with or resulting from these Terms, and (ii) all other Taxes of User or which may apply to User resulting from or related to the transactions contemplated in connection with these Terms or otherwise.

7.2 Galaxy shall be solely responsible for the payment to applicable governmental authorities of any and all Taxes (i) applicable to Galaxy’s Service Fee and other amounts receivable or received by Galaxy in connection with these Terms, and (ii) all other Taxes which may apply to Galaxy resulting from or related to the transactions contemplated under these Terms or otherwise.

7.3 Neither Galaxy nor any of its agents have provided or will provide advice or guidance with respect to any Law, applicable Tax or other obligations of User. User is strongly encouraged to seek advice from User's legal and tax advisors with respect to any Law, applicable Tax and other obligations of User related to the entering into and performance of these Terms.

7.4 User shall indemnify and hold harmless Galaxy and its Representatives in respect of all Taxes levied by any governmental authority on any Rewards, Slashing Reimbursements and other amounts receivable or received by User in connection with these Terms.

8. TERMINATION

8.1 Termination. These Terms may be terminated in accordance with items (a) through (c) below (each, a “Termination Event”). In addition, upon any Termination Event, for the avoidance of doubt, existing staking arrangements will be unwound and the provision of Services shall cease.

a) You may terminate the Terms, with or without cause and at any time, by discontinuing your use of the Services.

b) You agree that, without notice, Galaxy may terminate the Terms, or suspend your access to the Services, with or without cause at any time and effective immediately. The Terms will terminate immediately without notice from Galaxy if you, in Galaxy’s sole discretion, fail to comply with any provision of the Terms.

Galaxy shall not be liable to you or any third party for the termination or suspension of the Services, or any claims related to the termination or suspension of the Services. Upon termination of the Terms by you or Galaxy, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof. Galaxy will determine your compliance with the Terms in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of the Terms may result in restrictions on your access to all or part of the Platform, Website or other Galaxy services, and may be referred to law enforcement authorities.

8.2 Effect of Termination. Upon termination:

a) User will cease delegating Tokens to Galaxy;

b) User may be required to initiate re-delegation and unbonding of the Tokens;

c) Galaxy will transfer to User all amounts owed by Galaxy to User in accordance with these Terms, if not yet transferred to User; and

d) User will transfer to Galaxy all amounts owed by User to Galaxy in accordance with these Terms, including Service Fees, if not yet transferred to Galaxy.

9. CONFIDENTIALITY; USE OF DATA

9.1 Confidentiality. 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 these Terms; and (iii) not disclose the Disclosing Party's Confidential Information to any party other than its employees, contractors, affiliates and advisors, as reasonably required to perform these Terms provided they are bound by obligations of confidentiality at least as restrictive as those set forth in these Terms. If the Receiving Party is legally compelled to disclose any of the Disclosing Party's Confidential Information, the Receiving Party will, if legally permitted to do so, 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.

9.2 User Data. By using the Services and accepting these Terms, User hereby consents to the collection, processing, and storing of data by Galaxy and/or its Representatives for developing new services, conducting analytics and reselling aggregated, anonymized information for commercial purposes. Data collected includes cryptocurrency wallet public addresses, IP addresses, User names, and email addresses. Galaxy may collect, process, and store data regarding the User and share it with its Representatives in order to provide and manage the Services, including, but not limited to, User onboarding, risk, financial and operational management purposes, reporting purposes, and in connection with legal and regulatory compliance requirements. Galaxy data collection and retention is conducted in accordance with the Galaxy Privacy Policy, available here: https://www.galaxy.com/privacy-policy/.

10. SECURITY AND CONFLICT CLEARANCE OBLIGATIONS

10.1 Galaxy will: (i) maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of its staking service and any User’s data received or processed or transmitted by Galaxy, and such safeguards shall include encryption of User’s data in transmission and at rest; (ii) maintain, and will require all third party data processors that Galaxy engages to maintain, appropriate physical, technical and organizational measures to protect User’s Confidential Information against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure or access. Galaxy and its Affiliates engage in a broad spectrum of activities and may expand the range of services that they provide over time. Such activities in their ordinary course may have an impact upon staking rates and, therefore, could have an impact on Reward levels.

11. INTELLECTUAL PROPERTY

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

12. LIMITATIONS OF USE

User 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 obligations in accordance with the Terms hereof; nor (vii) introduce, post, upload, transmit, or otherwise make available to or from the Platform or the Website any Prohibited Content.

13. REPRESENTATIONS & WARRANTIES; ACKNOWLEDGEMENTS; DISCLAIMER

13.1 You represent and warrant, as of each date on which you delegate Token Rights to Galaxy, that:

a) If you are an organization, you are duly organized and existing in good standing under the laws of your jurisdiction of organization, have all corporate powers required to carry on your business as now conducted, and are duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary;

b) You have all required capacity, authority, and power to enter into and perform your obligations under these Terms, and these Terms constitute a legal, valid and binding obligation enforceable against you 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;

c) You are authorized under and in material compliance with all applicable Laws including, to the extent applicable, licensing requirements governing your operations and activities;

d) The execution, delivery, and performance of these Terms (i) will not, to the best of your knowledge, conflict with or violate in any material manner 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 you; and

e) You authorize Galaxy to exercise your voting rights associated with Digital Assets that you delegate to our validator addresses; provided, however, that (i) voting rights are only applicable for certain Supported Blockchains, and (ii) we may exercise voting rights solely at our own discretion, and we are under no obligation to exercise voting rights on your behalf. Notwithstanding the foregoing, you also retain a right to exercise such voting rights associated with any such Digital Assets and, subject to the protocols of the applicable Supported Blockchain, may exercise those rights before we do or may change any vote that we cast after we have done so; and

f) Neither you, nor any of your Representatives, is a Person that is owned in part or in whole or controlled by any Person that is, or conducting any activities on behalf of any Person that is (i) the subject of any economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the United Nations Security Council, the European Union, His Majesty’s Treasury of the United Kingdom of Great Britain and Northern Ireland (the “UK Treasury”), and the U.S. Department of Treasury) (collectively, “Sanctioned Person”), (ii) located, organized or resident in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United Nations, European Union, any EU country, the UK Treasury, or the United States, including without limitation Cuba, the Crimea, Donetsk, and Luhansk regions of Ukraine, Iran, North Korea, Russia, Syria, or Yemen (collectively, “Restricted Territories”).

g) You possess all right, title and interest in and to the Tokens;

h) You are not entering into these Terms for the purpose of making an investment with respect to Galaxy or its securities, but instead, and only, to receive the Services from Galaxy;

i) You and your Representatives, as applicable, are in compliance with the Foreign Corrupt Practices Act of 1977 (United States), and where applicable, similar Laws of other jurisdictions;

j) You and your Representatives, where applicable, are in compliance with anti-money laundering obligations, and anti-terrorist financing obligations under the Law of the United States, and where applicable, similar Laws of other jurisdictions;

k) Neither You nor your respective Representatives have been convicted of, nor 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;Y

l) ou are not (i) a Sanctioned Person, (ii) located, organized or resident in a Restricted Territory, or (iii) engaged in any dealings or transactions with any such Person described in (i) or (ii) above; without limiting the generality of the foregoing, neither you nor your Representatives is owned or controlled by, or acting on behalf of, any Person who is, a Sanctioned Person or located, organized or resident in any Restricted Territory;

m) You have conducted and will conduct your own due diligence and analysis of the Supported Blockchain and the matters provided under this Terms in order to determine whether you wish to agree to these Terms to have Galaxy perform the Services hereunder.

n) You are capable of evaluating the merits and risks of the Services provided hereunder;

o) You have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Galaxy in connection with the entering into and performance of these Terms by the Parties; and

p) User represents and warrants that its Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law.

13.2 Acknowledgement. You acknowledge and agree that neither the delegation of Token Rights by User to Galaxy, nor Galaxy’s performance of the Services (i) represents or constitutes a loan or a contribution of capital to, or other investment in, Galaxy; (ii) 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, Galaxy; or (iii) creates or implies any fiduciary or other agency relationship between Galaxy (or any of its directors, officers, employees, agents, or affiliates) and User or entitles User to any fiduciary duty or similar duty on the part any of the foregoing Persons. You further acknowledge and agree that Galaxy shall not be liable or responsible for any inability of the User to access the Services due to blockchain and/or network issues which are beyond the control of Galaxy.

13.3 Disclaimer. Except as expressly set forth herein, the Services, the Platform, the Website, their components, and any other materials provided hereunder are provided “as is” and “as available”, and Galaxy does not make any warranties with respect to the same or otherwise in connection with these Terms (except as explicitly provided in these Terms) 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 Galaxy may not as a matter of Law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such Law. Without limiting the foregoing, Galaxy makes no representations or warranties with regard to the potential market for the Service or the amount of Rewards that may be generated in connection with the Services.

14. LIMITATION OF LIABILITY

14.1 In no event will Galaxy be liable to you or any other Person for any incidental, indirect, consequential, special, exemplary or punitive damages or losses of any kind (e.g., revenues or profits) arising from or relating to these Terms, regardless of whether such entity was advised, had other reason to know, or in fact knew of the possibility thereof. Galaxy’s aggregate liability for direct damages under the Terms will not exceed the amount equal to the sum of the Net Rewards and Slashing Reimbursements paid to User under these Terms during the period six (6) months prior to the event giving rise to the liability.

14.2 In no event will Galaxy be liable to User or any other Person for any Missed Reward, Slashing Penalties or any other damages or losses caused solely by protocol-wide malfunction of a Supported Blockchain.

14.3 For Missed Rewards: where Rewards were missed due to Galaxy’s failure to perform the Services as required by these Terms, Galaxy’s total liability shall be limited to the total amount of Missed Rewards, unless such Missed Rewards were due to an event set forth in Section 14.2 hereof, in which case Galaxy shall not be liable.

15. INDEMNIFICATION

15.1 User (in such capacity, the “Indemnifying Party”) shall defend, indemnify, and hold harmless Galaxy and its Representatives (together, the “Indemnified Parties”), from all liabilities, damages, costs, and reasonable expenses (including reasonable attorneys' fees) incurred by such indemnified parties in connection with any unaffiliated third-party action, claim, proceeding, or other damage, cost or liability (each, a “Claim”) arising from the Indemnifying Party's breach of its covenants and representations and warranties under these Terms, in each case, except to the extent caused by the gross negligence, fraud, or willful misconduct of any Indemnified Party; provided that the foregoing obligations shall be subject to the Indemnified Party: (i) promptly notifying the Indemnifying Party in writing of the Claim; (ii) providing the Indemnifying Party, at the expense of the Indemnifying Party, with reasonable cooperation in the defense of the Claim; and (iii) providing the Indemnifying Party with control over the defense and negotiations of the Claim for a settlement or other resolution, subject to reasonable ongoing notice with respect to strategy and direction of the defense and negotiations of the Claim.

16. GENERAL PROVISIONS

16.1 Assignment. You shall not assign or otherwise transfer any of its rights or obligations under these Terms without the prior written consent of Galaxy. Galaxy may assign or transfer its obligations pursuant to these Terms to any of its Affiliates or in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise), provided that in all cases, the assignee is, upon the assignment or transfer, bound by the terms and conditions of these Terms. Any assignment or other transfer in violation of this Section will be null and void.

16.2 Waiver. No failure or delay by either Party in exercising any right or remedy under these Terms shall operate or be deemed as a waiver of any such right or remedy.

16.3 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard for the internal choice of law provisions thereof.

16.4 Exclusive Forum. Any controversy or claim arising out of or relating to this contract, or any alleged breach thereof, shall be resolved by private, confidential and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with applicable AAA rules. Notwithstanding any AAA rules to the contrary, such arbitration shall be conducted by a single AAA arbitrator in the State of New York in the United States, unless otherwise agreed by the Parties. 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 thereof.

16.5 No Class Action. Without limiting the foregoing, User may only make a claim or proceeding against Galaxy in User’s individual capacity and shall not be permitted to make any claim or proceeding as a plaintiff or class member in any purported class or representative action or proceeding.

16.6 Notices. All notices required under these Terms (other than routine operational communications) must be in writing and delivered to the Galaxy personnel or email distribution designated below:

Galaxy Blockchain Infrastructure LLC
Email: [email protected]
with a mandatory copy to: [email protected]

16.7 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.

16.8 Severability. If any provision of these Terms 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 these Terms shall remain in full force and effect. Any provision of these Terms, 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.

16.9 Force Majeure. Galaxy shall not be liable for any default or delay in the performance of its obligations under these Terms, if and to the extent such default or delay is caused directly or indirectly by an event of force majeure, such as war, terrorist attacks, cyber-attacks, riots, forces of nature or fire, sabotage, epidemics, quarantine, government sanctions, blockades, collective actions, strike, disruption of provision of services in the supply, failure of telecommunications carriers, changes to the applicable Blockchain Protocol, electric power disruptions, utility company failures or any other similar causes beyond the reasonable control of Galaxy (each, a “Force Majeure Event”). In such event, Galaxy shall be excused from further performance or observance of the obligations so affected for as long as such circumstances prevail and Galaxy continues to use commercially reasonable efforts to recommence performance of the obligations hereunder, to the extent possible, without undue delay.

16.10 Non-Exclusivity. These Terms are non-exclusive. Galaxy may perform staking services for other Users and User may engage with other staking providers.

16.11 Entire Agreement. These Terms and any other applicable terms and conditions in connection with the Services constitute the entire agreement between you and Galaxy, govern your use of the Services, and supersede all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. These Terms may not be amended, nor any obligation waived, without Galaxy’s written authorization.

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

16.13 Currency. All dollar ($) amounts identified in these Terms are denominated in United States dollars.