These terms apply where “Client” or “Delegator” seeks to obtain certain staking and delegation services from one or more BitGo Entity (as defined below) from which Client is currently receiving wallet or custodial services under a Relevant Agreement (as defined below) with each such BitGo Entity.
By delegating Tokens, in relation to such activity, Client agrees to be bound by these terms of this Addendum as of Client’s first delegation (the “Staking Services Effective Date”). These terms do not otherwise modify or supersede the provisions of the Relevant Agreement. Capitalized terms will have the meanings set out in the Definitions section below.
1.1. “Additional Terms” means certain terms in respect of the delegation of Tokens of each Supported Blockchain, as described in the Additional Staking Terms section within the Platform. The Additional Terms are subject to the protocols of the Supported Blockchain, and changes of such protocols imposed by the respective Supported Blockchain and these Additional Terms may be amended or relocated from time to time.
1.2. “BitGo Entity” means BitGo Trust Company, Inc., BitGo, Inc. or an affiliated BitGo entity, depending on which entity is providing the Delegator Wallet from which the Staking Services are supported.
1.3. “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.
1.4. “Delegator’s Rewards” means the Net Rewards described at Section 2.
1.5. “Delegator Wallet” means a wallet that supports certain digital assets that is (i) provided to Delegator by BitGo, Inc.; (ii) held in a custodial account by BitGo Trust Company, Inc. on behalf of Delegator; or (iii) provided by an affiliate of BitGo, Inc. or held in a custodial account by an affiliate of BitGo Trust Company, Inc. on behalf of Delegator.
1.6. “Law” means any applicable national, provincial, international, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.
1.7 “Missed Rewards” means any Delegator’s Rewards that would have been received but for the failure of BitGo Entity or a third-party staking provider to sign blocks for a Supported Blockchain when performing Services in its role as a validator, unless such failure was due to acts, omissions or faults beyond the control of such parties. Further, Missed Rewards does not mean nor include the optimization of Rewards.
1.8. “Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any).
1.9. “Party” means a BitGo Entity or Delegator, as applicable; and “Parties” means, together, the relevant BitGo Entity and Delegator.
1.10. “Person” means any individual, organization, business, partnership, entity, corporation, or government.
1.11. “Platform” means the computational infrastructure or platform through which the BitGo Entity performs the Staking Services.
1.12. “Relevant Agreement” means an agreement between Client and a BitGo Entity pursuant to which the BitGo Entity provides one or more Delegator Wallets to Client.
1.13. “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 a BitGo Entity or Delegator, as applicable, in connection with the performance of the Staking Services.
1.14. “Slashing Penalties” means any penalty or reduction of Rewards applied by the Supported Blockchain.
1.15. “Slashing Reimbursements” means the payment by the BitGo Entity to Delegator of an amount equal to any Slashing Penalties, subject to Section 4 and the Additional Terms.
1.16. “Staking Services” means the exercise by a BitGo Entity of Token Rights on behalf of Delegator under this Addendum, as described in Section 2.1.
1.17. "Staking Service Fee” has the meaning set forth in Section 2.2.
1.18. “Supported Blockchain” means any proof-of-stake network or blockchain ledger on which BitGo Entity 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.
1.19. “Token” means any digital blockchain assets (whole or fractional) that Delegator has delegated to BitGo Entity in accordance with the protocol of the applicable Supported Blockchain.
1.20. “Token Rights” means, together, Validation Rights and Voting Rights.
1.21. “Validation Rights” means rights of a Token owner to validate and sign the next definitive serial transaction record on a Supported Blockchain.
1.22. “Voting Rights” means rights of a Token owner to vote upon proposals related to the operation and governance of the respective Supported Blockchain.
1.23. “Website” means https://bitgo.com.
2. SERVICES, REWARDS, SERVICE FEE, PROTOCOL CHANGES, WITHDRAWAL
2.1. Staking Services. Subject to the terms of this Addendum, the BitGo Entity, either in its own capacity or through a third-party staking provider (a “Staking Provider”), will (a) stake the Tokens Client has delegated by exercising the Validation Rights in a manner intended to generate Net Rewards; and (b) vote the Tokens by exercising the Voting Rights, unless the Delegator elects to exercise the Voting Rights in accordance with the protocols of the applicable Supported Blockchains. The BitGo Entity may consolidate the Token Rights delegated by Delegator with other Validation Rights and Voting Rights delegated to or otherwise exercised by BitGo Entity.
2.2. Staking Service Fee. In exchange for the performance of the Staking Services, the BitGo Entity shall be entitled to receive the validator service fees as set out in the Additional Terms in respect of each Supported Blockchain or as otherwise agreed upon by the parties in writing (the “Staking Service Fee”). For the avoidance of doubt, the Staking Service Fee is in addition to any fees proscribed in Client’s Relevant Agreement. Assets that are staked as part of the Staking Services shall be taken into account for purposes of calculating an Assets Under Custody Fee, Digital Assets Storage Fee or similar fee, in all cases, if defined in the Relevant Agreement. Further, staking transactions will not result in transaction fees that may be applied under the Relevant Agreement to outgoing transactions as the transaction is classified as an internal transfer, however, Client remains responsible for any applicable network fees.
2.3. Transfer of Net Rewards. The BitGo Entity’s performance of the Staking Services is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows: (a) for a standard token flow (the “Standard Flow”) (i) to Delegator by transferring Net Rewards to the wallet address from which Delegator delegated the Tokens under this Addendum; and (ii) to the BitGo Entity as the Staking Service Fee; (b) for a non-standard token flow (the “Non-standard Flow”) to Delegator by transferring Net Rewards (inclusive of the Staking Service Fee) to the address of the Delegator Wallet from which Delegator delegated the Tokens in connection with this Addendum; and (c) the Net Rewards may be in the same denomination as the Tokens that Delegator delegated under this Addendum. Staking Service Fees transferred to Delegator pursuant to the Non-standard Flow shall be paid by Delegator to BitGo Entity in arrears by invoice. The transfer of Net Rewards is subject to the protocols of the Supported Blockchain and any variations to this section that may be set out in the Additional Terms. 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 the BitGo Entity 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. Furthermore, nothing in this Addendum guarantees the optimization of Rewards.
2.4. Slashing. The BitGo Entity will take commercially reasonable steps to avoid the slashing of any Token delegated by Delegator hereunder.
2.5. Slashing Reimbursement. The BitGo Entity will make payment, directly to the applicable Delegator Wallet, a Slashing Reimbursement for any Slashing Penalty assessed against a Delegator Wallet in connection with BitGo Entity’s Staking Services, subject to Section 4.1 and the Additional Terms.
2.6. Protocol Changes, Airdrops & Forks. Delegator acknowledges that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of the BitGo Entity and that, therefore, except as may be otherwise provided in this Addendum: (a) the BitGo Entity may respond to protocol changes, airdrops or forks in any way that the BitGo Entity determines appropriate in its sole discretion acting reasonably; (b) the exercise by the BitGo Entity 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 the BitGo Entity to Delegator under this Addendum; and (c) the BitGo Entity 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. 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 the BitGo Entity in its sole discretion.
2.7. Withdrawal. Tokens withdrawn by Delegator may be subject to unbonding periods imposed by the protocols of the Supported Blockchain. Tokens and Net Rewards may be unavailable to Delegator during the unbonding periods and subject to other restrictions imposed by the Supported Blockchain. The BitGo Entity 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 this section.
3. TERM and TERMINATION
3.1. Term, Termination and Survival. The term of this Addendum (the “Term”) commences on the Staking Services Effective Date and shall continue in effect until terminated in accordance with the terms of this section. Either Party may, any time and for any reason whatsoever, terminate this Addendum (i) in the case of Delegator, by written notice to the BitGo Entity, or (ii) in the case of the BitGo Entity, by taking steps to terminate the delegation of Tokens of Delegator to the BitGo Entity; in each case, the termination is subject to any restrictions on termination provided in the Additional Terms and the terms of each Supported Blockchain. Upon any termination of this Addendum: (a) Delegator will cease delegating Tokens; (b) Delegator will initiate re-delegation and unbonding of the Tokens, as applicable; and (c) Delegator will make payment of all outstanding amounts owing to the BitGo Entity under this Addendum. The following provisions will survive any expiration or termination of this Addendum: Section 1, 4, 5, and 6.
4. LIMITATION OF LIABILITY, INDEMNIFICATION
4.1. Limitation of Liability. In no event will any BitGo Entity be liable to Delegator or any other party for any incidental, indirect, consequential, special, exemplary, or punitive damages or losses of any kind (including Missed Rewards, revenues or profits) arising from or relating to this Addendum, regardless of whether BitGo Entity was advised, had other reason to know, or in fact knew of the possibility thereof. Furthermore, BitGo Entity shall not be liable to Delegator, its customers or any other person for any Slashing Penalty or Missed Rewards or any other damages or losses caused by protocol-wide malfunctions of a Supported Blockchain, bug(s) in validator client software, or malfunction by other validators than those operated by BitGo Entity or a thirty-party staking provider. For the avoidance of doubt, BitGo Entity will not be liable for “correlated Slashing Penalties” caused by validators operated by entities other than BitGo Entity or BitGo Entity’s third-party staking providers, slashing on the Ethereum blockchain. A BitGo Entity’s aggregate liability for direct damages under this Addendum will not exceed the amount equal to the sum of the Staking Service Fees collected by the BitGo Entity under this Addendum during the period six months prior to the event giving rise to the liability. For Slashing Penalties, a BitGo Entity’s total liability for each Supported Blockchain is capped at the amount of Staking Service Fees collected by BitGo Entity for that Supported Blockchain in the 6 months prior to the event giving rise to the Slashing Penalty being assessed. For Missed Rewards, a BitGo Entity’s liability for each Supported Blockchain is capped at the amount of Staking Service Fees collected by that BitGo Entity for that Supported Blockchain in the 3 months prior to the event giving rise to the Rewards being missed. Without limiting the foregoing, no BitGo Entity will 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. Further, no BitGo Entity is liable to pay de minimis amounts (those less than $1,000 USD in equivalency) to Client for Slashing Penalties or missed Rewards as it relates to each relevant Supported Blockchain.
4.2. Indemnification. Delegator will indemnify and hold the BitGo Entities, their affiliates, subcontractors, licensors and agents and directors, officers, employees and representatives harmless from and against all damages arising from or related to any third party claim arising from or related to Delegator’s acts or omissions, including without limitation any breach of this Addendum.
5. REPRESENTATIONS AND WARRANTIES
5.1. Representations and Warranties of Delegator. Delegator represents and warrants to each relevant BitGo Entity, as of the Staking Services Effective Date and each date on which Delegator delegates Token Rights under this Addendum, that: (a) Delegator has all right, title, and interest in and to the Tokens; (b) the execution, delivery, and performance of this Addendum 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, Addendum, or commitment binding upon Delegator; (c) Delegator is not entering into this Addendum or delegating Token Rights for the purpose of making an investment with respect to any BitGo Entity or its securities, but instead, and only, to receive the Staking Services from the BitGo Entity; (d) without limiting the foregoing, Delegator acknowledges and agrees that the entering into and performance of this Addendum by each Party (including the delegation of Token Rights by Delegator) does not (i) represent or constitute a loan or a contribution of capital to, or other investment in, any BitGo Entity; or (ii) 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, any BitGo Entity. Delegator has conducted its own due diligence and analysis of the Supported Blockchain and the matters provided under this Addendum in order to determine whether Delegator wishes to enter into this Addendum and delegate Token Rights to BitGo Entity in order that BitGo Entity may perform the Staking 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 any BitGo Entity in connection with the entering into and performance of this Addendum by the Parties.
6. DISCLAIMER, ACKNOWLEDGEMENT OF RISK
6.1. Disclaimer. Delegator acknowledges and agrees that use of the Staking Services is at their sole risk. Each relevant BitGo Entity provides the Staking Services on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Staking Services or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. BitGo Entity does not warrant that the Staking Services will meet Delegator’s requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected.
6.2. Acknowledgement of Risk. Delegator understands and agrees that: (a) there are risks associated with the use, holding and staking of Tokens and Delegator represents and warrants that it: (i) fully understands and is knowledgeable and experienced with the nature, use, holding and staking of Tokens and all related Blockchain Protocols; (ii) is capable of evaluating the benefits and risks thereof; and (iii) is capable of bearing the economic risk of using, holding and staking Tokens, including without limitation the risk of loss or forfeiture of any staked Tokens; (b) the continued ability to stake Tokens or provide the Staking Services is dependent on many elements beyond the BitGo Entity’s control, including without limitation, the publication of blocks, network connectivity, hacking or changes in technical elements and the Blockchain Protocols; (c) regulatory authorities may have not reviewed or passed on the merits, legality or fungibility of Tokens or the use, holding or staking of Tokens; (d) the staking of Tokens or the use of the BitGo Entity’s Staking Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; (e) Rewards are not guaranteed and may vary depending on many elements beyond the BitGo Entity’s control, including applicable Blockchain Protocols, and Delegator is not relying on the BitGo Entity to generate any profits or return; and (f) and Delegator is solely responsible for complying with applicable laws and the BitGo Entity does not warrant that the Staking Services are legal for use by Delegator in its jurisdiction.