PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING OUR WEBSITES,
MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES THAT HAVE
LINKED TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THEM TERMS AND ALL TERMS
INCORPORATED BY REFERENCE AND IN PARTICULAR TO OUR WEBSITE TERMS OF USE AND OUR ELECTRONIC
ACCESS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO
NOT USE OUR WEBSITES, MOBILE APPLICATIONS, SOFTWARE DEVELOPMENT KITS, APIs OR OTHER PRODUCTS OR SERVICES.
1. Scope
These Terms and Conditions between linkedpalm and the Client (hereafter the "Agreement")
govern the execution and receipt of the linkedpalm (the "Service") provided by Linkedpalm
to the Client. They apply to all staking services provided by Linkedpalm, regardless of
which staking service is used. Other product or service-specific agreements and other
special regulations for staking transactions are reserved.
2. Description of the service
The Linkedpalm Service is a digital asset staking and online gaming service operated by
Linkedpalm, where the Client can stake digital assets to one for the purpose of gaining
staking rewards. Linkedpalm agrees to grant the Client access to the Service pursuant to
the terms and conditions set forth in this Agreement and the Client agrees to use the
Service only in strict conformity with such terms and conditions. Linkedpalm is not an
investment firm rather Linkedpalm operates on the blockchain to provide both the staking
and gaming service using smart contracts technology on tron network.
3. Definitions
Terms used in this Agreement with their initial letters capitalised have the meanings
ascribed to them in this section or where they are elsewhere defined in this Agreement.
Any term defined in the singular will have the corresponding definition in the plural
(and vice versa). As used in this Agreement:
"Agreement" means these Terms and Conditions and all attachments, including any Order
Forms signed by the Parties.
"Client" means the Party using the Service provided by Linkedpalm.
"Confidential Information" means all non-public information disclosed by one party to
the other in connection with this Agreement that the disclosing party marks as
confidential or which the receiving party should reasonably know to be the confidential
information of the other party.
"Digital Assets" means digital representations of securities, rights, financial
instruments and/or units of accounts booked on a distributed ledger/blockchain. For the
avoidance of doubt, Digital Assets include payment tokens, utility tokens and
asset/security tokens as defined by FINMA.
"FINMA" means the Swiss Financial Market Supervisory Authority.
"Order Form" means the service order form signed by the Parties.
"Party" means the Client or Linkedpalm, as applicable, and "Parties" means the Client
and Linkedpalm collectively.
"PoS" means Proof-of-Stake.
"Proof-of-Stake" means a distributed ledger/blockchain consensus algorithm where
Digital Assets are "staked" to a Validator to validate transactions. This definition
includes any types of proof-of-stake algorithms including delegated proof-of-stake
algorithms (DPoS).
"Service" means Linkedpalm provision of proof-of-stake validation IT services to
Supported Networks, including, without limitation, producing and validating new blocks,
processing transactions, and securing the network.
"Slashing Penalties" means any penalty assessed by the Supported Network for Linkedpalm
failure to perform the Service according to the Supported Network Protocol.
"Staking" means use of the Service by the Client to gain Staking Rewards.
"Staked Digital Assets" means the Digital Assets that the Client has Staked with the Service.
"Staking Rewards" means digital assets distributed by the Supported Network in
compensation for "staking" less Linkedpalm fees and any Slashing Penalties.
"Supported Network" means any distributed ledger/blockchain network for which
Linkedpalm is able to perform the Service.
"Supported Network Protocol" means the rules by which the Supported Network operates
including but not limited to the process for Staking, the quantity and timing of
Staking Rewards, and the conditions under which Slashing Penalties are imposed.
4. Linkedpalm's responsibilities: during the Term of the Service
Linkedpalm will operates the Service in a diligent and professional manner in accordance
with its applicable smart contract technology on blockchain.
The linkedpalm Service is a non-custodial service: the Client is responsible for
maintaining the security of its own accounts and private keys at all times. linkedpalm
will never ask for private keys in any circumstance. linkedpalm will not hold any client
private keys at any moment and will not act as a custodian or in charge of Client's
staked funds as the funds are generally locked up on the blockchain and distributed
according to the smart contract.
5. Client's responsibilities: during the Term of the Service
The Client will "stake" and "unstake" Digital Assets to one or the two service provided
by Linkedpalm. Digital Assets can be staked or unstaked at the Client's discretion
following the instructions on the page, however, in all cases, Staked Digital Assets will
be subject to the rules and conditions of the Supported Network Protocol. This includes
but is not limited to bonding, lock-up, blocking, freezing periods, ineligibility to
receive Staking Rewards for partial periods and minimum balances required.
6. Availability of the Service
Linkedpalm will provide the Client with all information necessary to use the Service.
The Client acknowledges that Linkedpalm is making the Service available through the
Internet or through other means mutually acceptable to the Client and Linkedpalm and
that access to the Internet and the Service is dependent on numerous factors, technologies
and systems, all of which are beyond the authority and control of Linkedpalm. The Client
acknowledges and agrees that Linkedpalm shall not be liable or responsible for any
inability of the Client to access the Service due to blockchain and/or computer network
issues. Client acknowledge that Linkedpalm could use different terms to project service.
Linkedpalm will strive to provide the Service or repair any fault under its full control,
as the case may be, in an appropriate and generally accepted manner using the resources
available during Swiss banking hours and days. The Client acknowledges and agrees that
Linkedpalm may employ, delegate, engage, associate or contract with one or more affiliates,
agents or service providers as Linkedpalm may deem necessary or desirable to assist it in
providing the Service or discharging its other obligations under this Agreement.
7. Access to the service; Restrictions on use
a. Access to the service
This Service is a private service. Access and use of the Service is limited to
Linkedpalm Clients only. The Client shall not permit any other entity or person to use
the Service and the Client shall immediately notify Linkedpalm of any unauthorised use
of the Service. For the avoidance of doubt, mother, sister, daughter company(ies) of
the Client would need to enter each in a separate agreement. IT IS STRICTLY FORBIDDEN
FOR THE CLIENT TO DISCLOSE THE STAKING/BAKING ADDRESS OF LINKEDPALM TO ANY THIRD-PARTY,
NOR TO INDUCE THIRD PARTIES TO USE THE SERVICE IN DIRECT.
b. Certain restrictions on use
The Client is solely responsible for all information and the usage that it makes available
via the Service. The Client agrees that it shall not use the Service (i) in a manner that
negatively affects other users or interferes with or disrupts the Service or that could
otherwise bring the Service into disrepute; (ii) in any manner that intentionally or
unintentionally violates any applicable law, regulation or sanctions.
The Client is only authorised to "stake" its own Digital Assets. IT IS STRICTLY FORBIDDEN
FOR THE CLIENT TO "STAKE" DIGITAL ASSETS OWNED BY THIRD PARTIES, unless the Client is a
regulated banks or financial institutions authorised to do so, in accordance with
applicable laws and regulations, in particular Swiss Anti-Money Laundering Law, Securities
Law or equivalent.
c. Acceptable use
The Client may not (a) reverse engineer, dissemble, or decompile any part of the
Services. The Client shall bear the risk of loss for, and assumes all liability arising
from, any unauthorised or fraudulent usage or usage of Services (or any hardware or
software component thereof). In addition, Client agrees not to (i) send or store
malicious code in connection with the Services or otherwise interfere with or disrupt
performance of the Services, (ii) use manual or automated tools to scan or probe the
Services in order to determine vulnerabilities, or (iii) attempt to gain access to the
Services or its related systems or networks in a manner inconsistent with the permitted
use of the Service. Linkedpalm reserves the right, but is not required, to take any and
all action it deems appropriate, including, without limitation, blocking access to
geographic areas or suspending access to Services (or any hardware or software
component thereof), in order to prevent or terminate any fraud, abuse or illegal use of
or activities in connection with the Services or any other breach of this section,
provided, however, that any such action by Linkedpalm shall be consistent with
applicable laws, rules, and regulations.
8. Service levels
a. Staking rewards
The Client will receive Staking Rewards directly attributable to their Staked Digital
Assets after deduction of Linkedpalm fees and applicable taxes if any. The yield and the
payment frequency of such Staking Rewards are dependent on the Supported Network Protocol
and may change at any time. Factors that are used by the Supported Network in determining
Staking Rewards can include, among others, the inflation rate in the Supported Network,
the amount of nominated stake behind a given validator, the total number of validators in
the system, whether a validator is in the active validator set, if the validator has
experienced any Slashing Penalties, etc. In cases where Linkedpalm collects Staking
Rewards, it will redistribute them to the Client according to the payment frequency set
forth in the Order Form.
9. Term; Termination
The Service under this Agreement will start on the Start Date. The Start Date of the
Service is the later of the Service Date on the Order Form or the date that the Order
Form is fully executed. Effective Date means the date upon which both Parties have
executed the Order Form.
Either party may terminate this Agreement at any time for any or no reason with one-month
notice.
Upon the termination of this Agreement, provided that Client is not in material breach of
this Agreement, Client will cease to Stake Digital Assets with Linkedpalm subject to the
rules and conditions of Supported Network Protocol.
Upon termination of this Agreement, all licenses to access and use the Services will
likewise terminate, and Client will immediately thereafter discontinue all such access and use.
Any obligations and duties that by their nature extend beyond the expiration or
termination of this Agreement will survive the expiration or termination of this Agreement
including, without limitation, accrued rights to payment, confidentiality obligations,
warranty disclaimers, indemnification and limitations of liability.
b. Immediate termination or suspension
Linkedpalm may, at any time and without delivery of prior written notice to the Client,
terminate or suspend this Agreement, in whole or in part, immediately if Linkedpalm
learns, or believes in its sole judgment, that (i) the Service has been or may be used
by the Client for any illegal or unlawful purpose or in a manner that breaches any
applicable law or regulation; (ii) the Client is acting or has acted in a manner that
threatens or may threaten the fair and orderly use of the Service; or (iii) the Client
permits other entities than itself to use the service.
c. Effect of termination
Upon termination, the Client shall (i) cease to use of the Service (unstake or undelegate);
and (ii) pay to Linkedpalm all fees and expenses outstanding through the termination date.
Upon termination, Linkedpalm shall pay to the Client its attributable Staking Rewards minus
Linkedpalm fees. Further, the termination of this Agreement, for any reason, shall not affect
the entitlement of Linkedpalm to any fees and expenses due. All representations, warranties,
and covenants made in or pursuant to this Agreement will survive the termination of this
Agreement.
10. Fees
The Client agrees to pay Linkedpalm the fees set forth on the smart contract. Linkedpalm
charges a percentage of the Staking Rewards. Fees are non-refundable. The Client explicitly
authorizes Linkedpalm to deduct and levy fees from the Staking Rewards due to the Client.
If applicable, the Client will pay on top any value added taxes (VAT), any tax in the nature
of a withholding tax and any duties payable in respect of the fees due hereunder or
otherwise arising in respect of this Agreement. Linkedpalm cannot increase fees at any time.
The Client will be notified one (1) month in advance of the intention by Linkedpalm to
increase such fees.
11. Proprietary information
The Client acknowledges and agrees that Linkedpalm owns and shall retain all right, title
and interest in and to the Service, all components thereof, including without limitation all
related applications, all application programming interfaces, user interface designs,
software and source code and any and all intellectual property rights therein, including,
without limitation all registered or unregistered (a) copyright, (b) trade mark, (c) service
mark, (d) trade secret, (e) trade name, (f) data or database rights, (g) design rights, (h)
moral rights, (i) inventions, whether or not capable of protection by patent or registration,
(j) rights in commercial information or technical information, including know-how, research
and development data and manufacturing methods, (k) patent and (l) other intellectual
property and ownership rights, including applications for the grant of any of the same, in
or to the Service and all other related proprietary rights of Linkedpalm (together, with
any and all enhancements, corrections, bug fixes, updates and other modifications to any of
the foregoing and any and all data or information of any kind transmitted by means of any of
the foregoing, the “Proprietary Information”). The Client further acknowledges and agrees
that the Proprietary Information is the exclusive, valuable and confidential property of
Linkedpalm. The Client acknowledges and agrees that it shall not reverse engineer, copy, bug
fix, correct, update, transfer, reproduce, republish, broadcast, create derivative works
based on or otherwise modify, in any manner, all or any part of the Service or the
Proprietary Information. The Client further agrees to keep, the Proprietary Information
confidential and not to transfer, rent, lease, loan, sell or distribute, directly or
indirectly, all or any portion of the Service or any Proprietary Information to any third
party without the prior written consent of Linkedpalm.
12. Confidentiality; Use of data
a. Confidentiality
All information provided under this Agreement by a party (the "Disclosing Party") to the
other party (the "Receiving Party") regarding the Disclosing Party's business and operations,
including without limitation the terms of this Agreement, shall be treated as confidential
("Confidential Information"). All confidential information provided under this Agreement
by Disclosing Party shall be used, including disclosure to third parties, by the Receiving
Party or its agents or service providers, solely for the purpose of performing or receiving
the Service and discharging the Receiving Party's other obligations under this Agreement or
managing the business of the Receiving Party and its affiliates, including financial and
operational management and reporting, risk management, legal and regulatory compliance and
client service management. However, information is not confidential to the extent (i) it is
or becomes publicly available other than through a breach of this Agreement, (ii) it is
independently derived by the Receiving Party without the use of any information provided by
the Disclosing Party in connection with this Agreement, (iii) it is disclosed to comply with
any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil
investigative demand or other similar process, (iv) it is disclosed as required by operation
of law or regulation, or (v) where the party seeking to disclose has received the prior
written consent of the party providing the information, which consent shall not be unreasonably
withheld.
b. Use of data
Linkedpalm may collect and store information regarding the Client and share it with its
affiliates, agents and service providers in order to: (i) provide the Service; and (ii)
manage Linkedpalm business, including, but not limited to, client on-boarding, financial
and operational management and reporting, risk management, legal and regulatory compliance
and client service management. Linkedpalm shall require any affiliate, agent or service
provider to which it has disclosed Data pursuant to this section to comply with the
Agreement's confidentiality and Swiss data-protection obligations.
13. Mutual representation and warranties
Each party represents and warrants to the other party: (a) it is duly organised and
validly existing under the laws of the jurisdiction in which it was formed or
incorporated; (b) it has full power and authority to enter into and perform its
obligations hereunder; and (c) this Agreement has been duly authorised, executed and
delivered on its behalf by persons empowered to do so.
14. Client warranties
To the extent applicable to each Client, the Client warrants to Linkedpalm that:
Knowledge & expertise: it has read in full and that it understands and
agrees with the Supported Network Protocol(s) and it has adequate knowledge and
expertise of distributed ledger/blockchain technologies, staking, accounts, keys,
and details of the Supported Network(s) and Supported Network Protocol(s).
Due diligence: it has conducted its own, independent, thorough and positive
due diligence on the Services provided by Linkedpalm, the Supported Network(s),
Digital Asset(s), and other matters considered in this Agreement in determining to
use the Service.
Staking risks: it understands and agrees that staking may be subject to
material underlying risks, such as liquidity risks (e.g. locking periods), market
risks, credit/counterparty risks, slashing risks, system crash, blockchain risks
and/or other operational risks.
Own account: it is acting for its own account and has made its own
independent decision to enter into this Agreement and as to whether this Agreement
is appropriate or proper for the Licensee based upon its own judgment and upon
advice from such advisers as it has deemed necessary.
No breach: it will not violate any law, regulation, decree or legal
restriction, tax regulation or obligation, or any order or judgment of any court
or other agency of government when using the Service. The Client confirms in
particular that it will fully complies with all applicable laws & regulations,
in particular the Swiss Anti-Money Laundering Act, the Swiss Banking Act, the
Swiss Financial Services Act, the Swiss Collective Investment Schemes Act, and
any other equivalent laws and regulations, especially if it holds and ensure the
safe-keeping of Digital Assets for the account of third-parties. The Client
represents and warrants that it holds, and is in compliance in all material
respects with, all licenses, registrations, permits, variances, exemptions,
authorizations, orders and approvals of all governmental and/or regulatory
authorities necessary for the operation of its business.
Anti-Money Laundering: if applicable, the Client confirms that it has adopted
policies and procedures designed to elicit and verify information from all Related
Parties according to Swiss Anti-Money Laundering requirements. It also confirms that
it fully complies with Swiss Anti-Money Laundering laws and regulations.
Sanctions & embargos: neither the Client, nor any direct or indirect
beneficial owner of the Client, nor any beneficial owner of a Staked Digital Asset
with the Service (i) bears a name that appears on US OFAC, United Nations, European
Union or a Swiss sanctions/embargo lists; (ii) is a Foreign Shell Bank; or (iii)
resides in or whose subscription funds are transferred from or through an account
in a Non-Cooperative Jurisdiction.
If the Client is a Bank or a Financial Intermediary, it warrants that its end-clients
have been duly informed about the underlying risks of the Service and that end-clients
have agreed on terms and conditions equivalent to the ones defined in this Agreement.
Deposit: the Client expressly understands, acknowledges and accepts that the
Service and/or Staking Rewards is not an investment service and does not represent in
any way a public deposit as described in the Swiss banking law art. 1a and 1b.
15. Limited warranty of LINKEDPALM
LINKEDPALM REPRESENTS AND WARRANTS TO THE CLIENT THAT IT SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE
CORRUPTING ANY DATA SUBMITTED BY THE CLIENT. THE CLIENT ACKNOWLEDGES AND AGREES THAT
EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE, THE SERVICE, INCLUDING, WITHOUT
LIMITATION, THE BLOCKCHAIN DATA AND THE INFORMATION CONTAINED THEREIN, ARE PROVIDED
ON AN “AS IS" AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY
KIND. LINKEDPALM MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL COMPLY
WITH ANY OBLIGATIONS THAT CLIENT MAY HAVE UNDER ANY APPLICABLE LAWS, RULES,
REGULATIONS, OR SIMILAR OBLIGATIONS AND LINKEDPALM SHALL NOT HAVE ANY LIABILITY OR
BE RESPONSIBLE FOR ANY DAMAGES, LIABILITIES, SLASHING PENALTIES, LOSSES, COSTS,
OUT-OF-POCKET COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE OF ANY KIND ARISING OUT OF,
IN CONNECTION WITH OR RELATING TO THE CLIENT'S COMPLIANCE WITH ANY OBLIGATIONS UNDER
ANY APPLICABLE LAWS, RULES, REGULATIONS, OR SIMILAR OBLIGATIONS. WITHOUT LIMITING THE
FOREGOING, LINKEDPALM DOES NOT REPRESENT OR WARRANT THAT (I) THE SERVICE WILL BE
ERROR FREE, UNINTERRUPTED OR AVAILABLE AT ALL TIMES; (II) THAT THE SERVICE WILL
REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT PROVIDED BY
CLIENT. (III) CLIENT ACKNOWLEDGES AND AGREES THAT TECHNICAL PROBLEMS MAY PREVENT
LINKEDPALM FROM PROVIDING ALL OR ANY PART OF THE SERVICE AND (IV) EXCEPT AS SET FORTH
IN THE FIRST SENTENCE OF THIS SECTION, LINKEDPALM MAKES NO WARRANTIES AND THE CLIENT
RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING
TO THE SERVICE AND LINKEDPALM HEREBY SPECIFICALLY DISCLAIMS, OVERRIDES AND EXCLUDES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES,
CONDITIONS, OTHER CONTRACTUAL TERMS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES
WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING BY LAW,
CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY LINKEDPALM OR ANY OF ITS AGENTS OR
AFFILIATES OR OTHERWISE (INCLUDING BUT NOT LIMITED TO, AS TO TITLE, SATISFACTORY
QUALITY, ACCURACY, COMPLETENESS, UNINTERRUPTED USE, NONINFRINGEMENT, TIMELINESS,
TRUTHFULNESS, SEQUENCE AND ANY IMPLIED WARRANTIES, CONDITIONS AND OTHER CONTRACTUAL
TERMS ARISING FROM TRANSACTION USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE).
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LINKEDPALM WILL NOT BE LIABLE
FOR ANY INDIRECT, SPECIAL, AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT. SPECIFICALLY, LINKEDPALM WILL NOT BE LIABLE FOR
CLIENT'S LOSSES ARISING FROM SLASHING PENALTIES. IN NO EVENT WILL LINKEDPALM AGGREGATE
LIABILITY UNDER THIS AGREEMENT, WHETHER BASED IN CONTRACT, EQUITY, NEGLIGENCE, TORT,
OR OTHERWISE EXCEED THE NET REWARDS OR REVENUE PAID TO CLIENT.
16. Warranty for third-party products
LINKEDPALM will not be held liable for any Defects of the source codes and software
which are integral part of the Software used to provide the Service, but are not
proprietary to LINKEDPALM, such as the open source codes of distributed
ledger/blockchain nodes.
17. Warranty for distributed ledger/blockchain
LINKEDPALM shall not be held liable for any and all damages caused by the Supported
Network Protocols underlying the Service and for any cause including, but not limited
to forks, network congestions, bugs, actions whatsoever of any kinds in any
jurisdictions, actions for breach of contract or tort, provided that Taurus did not
act with intent or gross negligence. In particular, LINKEDPALM shall not be liable
for any indirect, incidental, special, exemplary or consequential damages, including
for loss of profits, goodwill or data loss, arising out of all Supported Network
Protocols underlying the Service.
18. Limitations of liability
The Client acknowledges and agrees that Linkedpalm shall not have any liability in or
be responsible for any damages, liabilities, losses, costs, out of pocket costs or
expenses (including attorneys' fees), whether direct, indirect, special, incidental,
consequential, punitive or otherwise of any kind (including, without limitation, any
loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of
the use of money, loss of anticipated savings, loss of business, loss of opportunity,
loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in
each case arising under or related to claims of breach of contract, tort, including
negligence, strict liability, negligent misrepresentation, restitution, breach of
statutory duty or any other cause of action whatsoever with respect to this Agreement,
the Service, or any other matters or services contemplated hereby. Notwithstanding
anything to the contrary herein and without limiting the foregoing, the Client
acknowledges and agrees, that Linkedpalm shall not be liable in any manner to the
Client for (i) the failure of any Transaction or Transfer through the Service to
perform its settlement or other obligations under such Transaction or (ii) the failure
of the Service to deliver, display or transmit orders, messages or other data entered
into the Service by the Client. As a consequence, Taurus shall not be held liable
for: any loss or theft of digital assets including, but not limited to private keys;
transaction errors done by the Client; late execution or settlement of any
transaction whatsoever, in particular if Linkedpalm staking is down or if the
blockchain is down or congested; the incorrect booking of transactions or the
presence of an error in ordering the booking of transactions in a blockchain; any
security breach or weakness, bug, of any kind for a digital asset; any security breach
or weakness, bug, of any kind in the technology stacks used including but not limited
to programming languages and open-source libraries; any configuration or installation
errors by the Client.
19. Notices
Any notice required or permitted to be given in connection with this Agreement will be
deemed to be delivered if it is personally delivered or sent by electronic mail (email),
certified or registered mail or overnight courier, postage prepaid with return receipt
requested, and addressed to the relevant party thereto at the address specified on the
signature pages hereto or at such other address as such party may specify to the other
party in writing from time to time.
20. Commitments
Linkedpalm has made no commitments or promises orally or in writing with respect to
delivery of any future features or functions of the Services. In relation to any future
features or functions, all presentations, request for proposal responses, and/or product
roadmap documents, information or discussions, either prior to or following the entering
into of this Agreement, are for informational purposes only, and Linkedpalm shall have
no obligation to provide any future releases or upgrades or any features, enhancements
or functions, unless specifically agreed to in writing by both parties. Client
acknowledges that no decisions are based upon any future features or functions of the Services.
21. Discontinuation of service
Linkedpalm reserves the right to discontinue Service at any time for any or no reason.
If Linkedpalm decides to discontinue Service, it will announce its intention to do so
providing a minimum of 30 calendar days' notice.
22. Taxes
The Client shall be responsible for payment of all taxes, fees and surcharges, however
designated, imposed on or based upon the use of the Services and Staking Rewards obtained
by the use of Services.
Neither Linkedpalm nor any of its agents shall provide any advice or guidance with respect
to the tax obligations of the Client. The Client is strongly encouraged to seek advice
from its own tax advisor to discuss the potential tax consequences of entering into this
Agreement and the receipt of any Staking Rewards.
23. Assignment
Except as otherwise provided below, neither party may assign, transfer or otherwise
dispose of this Agreement or any rights or obligations hereunder without the prior
written consent of the other party. Notwithstanding the foregoing, (a) Linkedpalm may
assign or transfer this Agreement or any rights or obligations hereunder to any
affiliate of Linkedpalm without the prior written consent of the Client and (b) either
party shall have the right to assign or transfer this Agreement in connection with the
merger or acquisition of such party or the sale of all or substantially all of its
assets, without such consent. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted assigns.
24. Governing law; Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of
Switzerland. The parties agree to submit to the exclusive jurisdiction of the state
and federal courts located in Geneva, Switzerland, for the adjudication of any case
or controversy arising under this Agreement and the parties hereby waive their right
to a trial by jury in any such litigation.
25. Amendments
Linkedpalm is entitled to amend and modify this Agreement at any time. The Client
will be notified of any amendments by appropriate means (i.e. via e-mails or via
publication on the Linkedpalm legal website). The amendments shall be deemed to
have been accepted by the Client unless an objection is raised in writing within
30 days of notification, but in any event when the Service is used. In the event
of an objection, the Client shall be free to terminate this Agreement with 30 days notice.
The version of this Agreement currently in force, as amended from time to time.
26. Force majeure
Any delay in or failure of performance by either party under this Agreement will not
be considered a breach and will be excused to the extent such delay in or failure is
caused by any event beyond the reasonable control of such party, including, but not
limited to, acts of God, acts of civil or military authorities, strikes or other labor
disputes, fires, pandemic, interruptions in telecommunications or Internet or network
service providers, actions by stalking community, acts or omissions of a third party
hardware or software supplier or a third party communications provider, power outages
and governmental restrictions.
27. Severability
If any provision of this Agreement shall be held or made invalid by a court decision,
statute, rule of law or otherwise, the remainder of this Agreement will not be
affected and to that extent the provisions of this Agreement will be deemed to be severable.
28. Entire agreement
This Agreement, together with all related Order Forms and attachments, constitutes
the sole and entire agreement of the parties to this Agreement with respect to the
subject matter contained herein and supersedes all prior agreements, understandings,
representations, and warranties, both written and oral, with respect to such subject matter.
29. No waiver
No failure on the part of any party to exercise, and no delay on its part in exercising,
any right or remedy under this Agreement will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other or further or future
exercise thereof or the exercise of any other right or remedy