Foundry Digital LLC (“Foundry”) operates, hosts and monitors validation nodes for digital assets (“Service”). Foundry provides Services pursuant to, and in accordance with, the Foundry Terms of Service specified herein (“Terms”), Foundry’s Terms and Conditions (“Conditions”) and Privacy Policy (“Privacy Policy”) (collectively, the “Terms of Service”). The User (as defined below) agrees that Foundry will have the right to modify the Terms of Service at any time for any reason without notice. For the avoidance of doubt, the Service will be provided strictly on a delegation basis. Foundry is not providing the Service on a custody basis.
By accessing and/or using the Service, you as the user or delegator (“User”) hereby accept and agree to the Terms of Service. Further, User agrees to be solely responsible for reviewing the Terms of Service and/or any modifications thereto. If User does not agree to the Terms of Service and/or any of its modifications, then User shall cease to use and will not be allowed further access to the Service.
Foundry Terms and Conditions.
Foundry’s Terms and Conditions (“Conditions”) is available at https://foundrydigital.com/terms-and-conditions.
Privacy and Protection.
Foundry places great importance on the protection of User’s personal information. When using the Service provided by Foundry, User agrees that Foundry will collect, store, use, disclose and protect User’s personal information in accordance with the Privacy Policy, available at https://foundrydigital.com/privacy-policy.
Service
As validator, Foundry shall allow the User access to the Services to delegate certain digital assets for staking. For the avoidance of doubt, delegated digital assets will be staked by Foundry and used to further validate the applicable protocol’s network. Foundry, in its sole discretion, shall determine the network and server requirements to operate the Service, and shall bear the costs associated with the Service.
Confidentiality
User agrees not to disclose any Confidential Information from the Service. “Confidential Information" includes (but is not limited to) information regarding Foundry, the Service, documentation, software, trade secrets embodied therein and any other written or electronic information that is either (i) marked as confidential and/or proprietary, or which is accompanied by written notice that such information is confidential and/or proprietary, or (ii) not marked or accompanied by notice that it is confidential and/or proprietary but which, if disclosed to any third party, could reasonably and foreseeably cause competitive harm to the owner of such information. Confidential Information shall not include information which is: (i) publicly available, (ii) lawfully obtained by a party from third parties without restrictions on disclosure, or (iii) independently developed by a party without reference to or use of the Confidential Information.
User Acknowledgement
Rewards-Notwithstanding Section 6 of this Agreement, User acknowledges and agrees that Foundry is not responsible for any loss or value of rewards accumulated from the Service. Further, User is expected to monitor its expected rewards independently. Foundry shall not be responsible for reporting the expected rewards for User.
Slashing-User acknowledges and agrees that the applicable protocol may be subject to reduction or forfeiture of the digital assets staked as part of the Service (“Slashing Penalties”). In the event Slashing Penalties are imposed, Foundry shall make commercially reasonable efforts to protect User from such Slashing Penalties.
Limitation of Liability
Disruption in Payouts-Notwithstanding anything in this Agreement to the contrary, in the event of a disruption in Service outside of a Force Majeure event (as defined in Section 8 below) and where such disruption is a result of the gross negligence or willful misconduct of Foundry, if User incurs a loss in rewards, then Foundry shall offer either compensation or credits to User, such compensation or credits solely determined by Foundry. For the avoidance of doubt, the compensation and/or credit issuance by Foundry as a result of Foundry’s gross negligence or willful misconduct shall be the User’s sole and exclusive remedy with respect to a loss of rewards.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, VENDOR'S TOTAL CUMULATIVE LIABILITY, INCLUDING LIABILITY FOR DEFAULT, INDEMNITY, REWORK, RE-PERFORMANCE, OR REPLACEMENT, UNDER ANY CAUSE OF ACTION, WHETHER IN TORT, CONTRACT OR OTHERWISE AT LAW (A "CLAIM"), SHALL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID BY CLIENT FOR WORK PERFORMED UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Termination
User may terminate at any time with 30 days prior written notice to Foundry.
Foundry may terminate and/or prevent User’s access to the Service in its sole discretion for any reason without prior notice.
Notwithstanding the foregoing and for the avoidance of doubt, termination of the Service by either party does not include the unbonding period for the applicable protocol staked by User (“Unbonding Period”). To the extent applicable, each protocol staked by User shall be subject to an Unbonding Period upon termination of the Service.
Force Majeure
Foundry shall not be liable for any non-performance of its obligations pursuant to the Terms of Service if such non-performance is caused by a Force Majeure event. In case of a Force Majeure event, Foundry has the right to suspend or terminate its services immediately under the Terms of Service. “Force Majeure” events shall mean any event or circumstance, or any combination of events or circumstances which are beyond the control of Foundry. Such events or circumstances shall include, but are not limited to events or occurrences that delay, prevent or hinder Foundry from performing such obligations, war, armed conflict, terrorist activities, acts of sabotage, blockade, fire, lightning, acts of God, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, pandemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions, and regulatory, administrative or similar action or delays to take actions of any governmental authority.