Last updated: 6 December 2022
The following terms and conditions govern your access to and use of NomBlocks.io website(s), application(s), content and services offered by NomBlocks.io (collectively, our ”Platform”). The NomBlocks.io Platform is operated by NomBlocks.io, an entity referred to as “NomBlocks.io”, “we”, or “us”. Users of our services are referred to as “users” or “you”.
Please read these terms and conditions carefully before using our Platform. Please in particular read Section 2 Additiona Terms for Staking Service before degating any tokens to us.
By using our Platform or delegating tokens to NomBlocks.io, you agree to be legally bound by these terms and conditions, as they may be modified or supplemented from time to time (these “Terms”). If you are accessing or using our Platform as a representative of an organisation, you are agreeing to these Terms on their behalf.
Section 1: General Terms
1. Our Platform
1.1 The NomBlocks.io Platform gives you information about and (where applicable) access to our operations, products and services, and our staking services.
1.2 We may update, upgrade, improve or change our Platform and the products or services we provide from time to time. We may also change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether.
1.3 Our Platform includes links to third-party websites, such as the websites of various blockchain networks or crypto projects. If you access any of these third-party websites, you will be doing so at your own risk. We do not examine or evaluate the information of any third-party websites. We expressly disclaim any liability or responsibility for any material or information contained in any third-party websites, or any products or services offered by third parties.
2. Intellectual property rights
2.1 All intellectual property rights subsisting in our Platform (including our applications, source code, software, content, text, graphics, images, audio or visual files and other materials, offered from time to time, and all improvements, enhancements, modifications, updates from time to time, collectively, our “Proprietary Materials”) belong to us. All rights in the Proprietary Materials under applicable laws are hereby reserved.
2.2 Subject to Clause 2.5, using, copying, reproducing, publishing, distributing, selling of any parts or components of our Proprietary Materials, is strictly prohibited, unless:
(a) as expressly permitted by these Terms; or
(b) with our prior written approval.
2.3 You are given a personal, worldwide, royalty-free, non-assignable, non-transferrable, non-exclusive and revocable licence to access and use our Proprietary Materials. Such licence:
(a) is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as offered by us and in such manner as permitted by these Terms; and
(b) will be revoked and terminated if you breach any of these Terms, including the Acceptable Use Policy.
2.4 Subject to Clause 2.5, any commercial distribution, publishing or exploitation of our Platform is strictly prohibited unless with our prior written approval.
2.5 Our brand names and trade names, trade marks, service marks, logos and trade dress, whether registered or unregistered, belong to us, and may not be used, displayed or reproduced without our express written consent.
2.6 In these Terms, “ intellectual property rights” include patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
3.1 We provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk.
3.2 We try our best to ensure that our Platform is available at all times, but we do not guarantee that the operation of or access to our Platform will always be uninterrupted or continuous. Our Platform may be interrupted for maintenance, archiving, repairs, upgrades, or due to network or equipment failures.
3.3 We give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide.
3.4 We do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date.
3.5 You are responsible for configuring your information technology, computer programmes and platform or system in order to access our Platform. We are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors.
3.6 We are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).
3.7 No warranties or representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement) are given in respect of the Platform.
4. Acceptable Use Policy
4.1 As part of these Terms, you agree not to misuse the Platform or facilitate anyone else to do so. In particular, you agree not to do any of the following in connection with the Platform:
(a) use our Platform for any unlawful or unauthorised purposes;
(b) use our Platform to engage in any commercial activities (except as expressly permitted under these Terms or with our prior written approval), including without limitation, fundraising, advertising or promoting any products, services or projects;
(c) sell, re-sell or attempt to benefit in a commercial fashion from any data, content or information available on the Platform;
(d) probe, scan, or test the vulnerability of any system or network;
(e) breach or otherwise circumvent any security or authentication measures or service usage limits;
(f) access, tamper with, or use non-public areas or parts of the Platform;
(g) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform;
(h) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform or any related technology that is not open source, or create any derivative works on our Platform;
(i) copy, translate, make adaptations of our Platform or any of its content without authorisation;
(i) send unsolicited communications, promotions or advertisements, or spam;
(k) take any action that overloads or disrupts the integrity of infrastructure of our Platform or any of our features or functions;
(l) spoof, phish, pharm, pretext, spider, crawl, or scrape, or use any robot or automated means to access our Platform without our express prior written consent, except that we grant permission to operators of public search engines to use spiders to copy materials from our Platform for the sole purpose of, and solely to the extent necessary for, creating publicly-available searchable indices of materials on our Platform;
(m) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or fraudulent;
(n) violate or infringe upon our intellectual property rights or the intellectual property rights of others,
(o) violate the letter or spirit of these Terms, or violate applicable laws or regulations in any way.
5. General Limitations of Liability
5.1 Our Platform, together with the website(s), service(s), application(s) and their components offered by NomBlocks.io, its holding company(ies), subsidiary(ies) and affiliates, are provided on an “as is” and “as available” basis.
5.2 NomBlocks.io makes no representation or warranty that:
(a) the Platform complies with any obligations that the users may have under any applicable laws, rules or regulations; or
(b) the Platform will always be available.
5.3 To the fullest extent permitted by law, NomBlocks.io and its holding company(ies), subsidiary(ies), affiliates, directors, officers, employees, agents and representatives expressly disclaim any liability or responsibility for:
(a) any error or interruption in usage or any loss, inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services or technology;
(b) any damages, losses, claims (whether in contract, tort or otherwise), costs (including professional fees and expenses), whether direct, indirect, special, incidental, punitive, exemplary, consequential, or of any other kind (including, without limitation, any loss of revenue, profits, opportunities, business, goodwill or reputation);
(c) any damages or losses arising out of or in connection with any acts or omissions on your part or on the part of any third parties, including any loss of private keys, losses or theft of digital assets, malfunction or failure of any blockchain network, execution or settlement errors, configuration errors, connectivity failure, programming language errors, security breaches, weaknesses or bugs; and
(d) any other matters beyond the reasonable control of NomBlocks.io
arising out of or in connection with your use of our Platform or any products or services we offer.
5.4 Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.
6. Termination and Withdrawal
6.1 These Terms are effective unless and until terminated in accordance with this clause.
6.2 We reserve the right to suspend or terminate your access to our Platform (or to certain parts or functionalities of our Platform), if we reasonably believe:
(a) you are in serious or repeated breach of these Terms;
(b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other users, or the public;
(c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or
(d) our provision of the Platform to you is no longer possible or viable.
6.3 Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any antecedent breaches.
6.4 All provisions which by nature extend beyond the termination of these Terms will survive termination, including, without limitation, disclaimers and limitations of liability, governing law and dispute resolution mechanisms, and general provisions relating to the interpretation and operation of these Terms.
7. Force majeure
7.1 Neither Party will be in breach of these Terms or be liable for any delay in performing, or any failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance will be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
7.2 A force majeure event includes: an act of God, fire, flood, typhoon, storm, war, riot, civil unrest, act of terrorism, strike, industrial dispute, outbreak of epidemic or pandemic illness, failure of utility service or transportation, shortage and unavailability of energy or resources, and operation and action of and changes to the protocols of blockchain networks.
8. General Provisions
8.2 These Terms constitute the entire agreement between the Parties, and supersede all prior or contemporaneous negotiations, discussions or records with respect to the subject matter hereof.
8.3 If any provision of these Terms becomes invalid or unenforceable, it will be deemed modified (to the minimum extent necessary) to make it valid and enforceable, or where such modification is not possible, deemed deleted and will not affect the validity and enforceability of the remaining provisions.
8.4 The failure of either Party at any time to insist on the performance of, or to exercise a right or remedy under, any provision of these Terms is not a waiver of its right at any later time to insist on the performance of, or exercise a right or remedy under, that or any other provision of these Terms.
8.5 A reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality). A reference to writing or written includes fax, e-mail and instant messaging. A reference to one gender will include a reference to the other genders.
8.6 Clause and schedule headings are for convenience only and do not affect the interpretation of the provisions of this Agreement.
9. Governing Law
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
10. Dispute Resolution
10.1 Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof, will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
10.2 The law of this arbitration clause will be the laws of the Hong Kong Special Administrative Region. The seat of the arbitration will be Hong Kong. The number of arbitrators will be one. The arbitration proceedings will be conducted in English.
Section 2 Additional Terms for Staking Service
(A) A number of blockchain networks use the Proof-of-Stake consensus mechanism to verify transactions in a distributed manner. Each Proof-of-Stake network requires a number of nodes to validate transaction records and secure the network. In return for validating and securing the network, tokens are distributed as a reward.
(B) NomBlocks.io has developed knowledge, skills and infrastructure in validating and securing blockchain networks. NomBlocks.io runs validator node(s) to secure a number of networks (“Supported Networks”), which benefit all holders of tokens of these networks. Each Supported Network has its own protocols and terms.
(C) Incidental to validating and securing the Supported Networks, NomBlocks.io offers non-custodial staking services, whereby token holders may delegate their rights to validate transactions and to vote in respect of their tokens to NomBlocks.io, without relinquishing custody or ownership of their own tokens.
(D) The non-custodial staking services are offered on and subject to these Terms. By delegating tokens to NomBlocks.io, you agree to be bound by these Terms as amended from time to time.
11. Delegation and Staking
11.1 On and subject to the protocols of the Supported Networks and these Terms, you may:
(a) delegate any whole or fractional number of digital blockchain assets (“Tokens”) of a Supported Network to NomBlocks.io at any time; and
(b) (subject to unbonding and any other applicable requirements) withdraw any number of Tokens from delegation at any time.
11.2 On and subject to the protocols of the Supported Networks and these Terms, we:
(a) exercise the rights of the delegated Tokens to validate and sign the next definitive serial transaction record on a Supported Network (“Validation Rights”); and
(b) exercise the rights of the delegated Tokens to vote upon proposals relating to the operation and governance of a Supported Network (“Voting Rights”), unless you elect to exercise the Voting Rights directly in accordance with the protocols of the Supported Network
(the Validation Rights and the Voting Rights collectively, the“Token Rights”; and the exercise of the Token Rights on your behalf, the “Services”).
11.3 We use commercially reasonable efforts to operate validator nodes and perform the Services in a diligent and professional manner, in accordance with applicable industry standards. You must note that in performing the Services, we have sole and absolute discretion in making all decisions.
11.4 We may consolidate the Token Rights delegated to us by various delegators, or with Token Rights otherwise exercisable by us.
11.5 For the avoidance of doubt, your delegation of Tokens as contemplated under these Terms:
(a) does not represent or constitute any loan or any contribution of capital to, or other investment in, NomBlocks.io or its securities;
(b) does not create or imply any partnership, agency or fiduciary relationship between you and NomBlocks.io.
11.6 Our Services are technological in nature. Our offer of Services does not constitute the offering of any financial services or financial advice to anyone.
11.7 Please bear in mind that our Services are at all times subject to the protocols of the Supported Networks, which may vary from chain to chain and may change from time to time.
12.1 It is expected, though NomBlocks.io cannot guarantee, that the staking of Tokens with NomBlocks.io on a Supported Network will result in Rewards (as defined below) being sent by the Supported Network as follows:
(a) to your wallet address from which you have delegated Tokens to NomBlocks.io, or if you so specified, another wallet address of your choice; and
(b) to NomBlocks.io as a service fee for providing the Services.
12.2 It is important to note that no payment is made by delegators to NomBlocks.io nor by NomBlocks.io to delegators. All Rewards are generated by the Supported Networks according to their protocols and sent by the Supported Networks to qualified wallet addresses by operation of code. NomBlocks.io does not take custody over any Rewards on behalf of any delegator.
12.3 As between NomBlocks.io and a delegator, the results of the operation of a Supported Network are determinative of their respective rights and obligations, and are final and binding upon both parties to these Terms.
12.4 As all Rewards are generated and sent by Supported Networks directly to the qualified wallet addresses, NomBlocks.io has no control over whether a particular Supported Network distributes Rewards to any delegator, and is not responsible in any way for any failure by a Supported Network to send Rewards to delegators.
12.5 The protocol of each Supported Network dictates the number of validators in the active set or the prerequisites to be fulfilled to be in the active set, i.e. the operator of validator nodes who will receive Rewards. Such numbers or prerequisites may change from time to time. No representation, warranty or promise is given to the effect that the validator nodes operated by us will remain in the active set at all times or at any specific period of time.
12.6 The rate of our service fee for providing the Services in respect of each Supported Network is as stated on our platform or the platform of the wallet service or exchange service that you use, and may be adjusted from time to time without prior notice to you.
12.7 Any portion of Rewards or other awards distributed to NomBlocks.io by operation of a Supported Network is our sole and exclusive property, to which you have no access and on which you have no claim.
12.8 Please make sure that you provide the correct wallet address for receiving the Rewards. NomBlocks.io is not liable for any loss, destruction or sending of Rewards to an incorrect wallet address.
12.9 For the purposes of these Terms,“Rewards” include: block rewards and transaction fees in return for the exercising of Validation Rights, in each case as actually granted by the Supported Network.
13. Protocol Changes, Airdrops and Forks
13.1 From time to time the protocols of Supported Networks may change, and airdrops or forks may arise, in each case out of the control of NomBlocks.io. Unless otherwise expressly provided in these Terms:
(a) NomBlocks.io has sole and absolute discretion in determining actions in response to protocol changes, airdrops and forks;
(b) our exercise (or non-exercise) of any right or power available to us in our capacity as a validator on the Supported Network does not constitute any breach or violation of these Terms; and
(c) NomBlocks.io is not responsible for any losses, liabilities, damages, loss of profits or reduction in value in respect of the relevant Tokens or otherwise suffered or incurred by you in connection with any protocol changes, airdrops or forks.
13.2 In cases of forks, NomBlocks.io has no obligation or responsibility to:
(a) notify you of pending, threatened or actual forks; nor
(b) respond to forks in ways that benefit you over NomBlocks.io itself.
14. Conditions Precedent
14.1 There are a number of pre-conditions that must be satisfied for us to offer our Services to you. If these pre-conditions are not satisfied, we do not and cannot offer our Services to you.
14.2 Our offer of our Services to you in respect of a Supported Network is conditional upon all of the following being satisfied at all times from the Effective Date (as defined in Clause 17.1), for as long as you delegate Token Rights of such Supported Network to us:
(a) your representations and warranties under Clauses 15.1 and 15.2 are and remain true, accurate and complete;
(b) the nodes operated by us are and remain in the active set of such Supported Network;
(c) the performance of these Terms by us does not require any licences, permits or registrations (under securities laws or otherwise) not possessed by us;
(d) the performance of these Terms by either Party does not constitute any breach, default or violation of any applicable laws and regulations (including securities laws, financial services laws, anti-money-laundering laws, anti-terrorist and anti-terrorist-financing laws); and
(e) the performance of these Terms by either Party does not constitute any breach, default or violation of any contracts to which that Party is a party (including these Terms and the protocols of the Supported Network).
14.3 Below are some examples of circumstances where one or more of the conditions precedent set out in Clause 14.2 are not satisfied, and as a result you must immediately revoke your delegation to us:
(a) where one or more Tokens you delegated to us are determined under applicable laws and regulations to constitute “securities”, and the act of operating validator nodes in connection with such Tokens becomes subject to licences, permits or registrations which we do not hold at relevant times;
(b) where you become an entity or individual located, organised or ordinarily resident in a sanctioned jurisdiction (currently, Cuba, Iran, North Korea, Russia, Syria and Crimea, Donetsk and Luhansk of Ukraine), or an entity or individual on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Treasury Department (or other lists to similar effect in applicable jurisdictions), or you become directly or indirectly owned or controlled by any such entity or individual; and
(c) where we are deemed to have a “money transmitter” or similar status under applicable anti-money-laundering laws, anti-terrorist or anti-terrorist-financing laws, but we cannot reasonably comply with the associated obligations due to the decentralised and permissionless design of the Supported Networks.
14.4 Due to the decentralised and permissionless design of the Supported Networks, any person holding Tokens may anonymously delegate their Token Rights to us. By holding private keys, you have full access to and control over your Tokens. We have no way to stop delegation. However, if we suffer or incur any losses or liabilities in connection with or as a result of your delegation of Tokens to us while one or more of the conditions precedent set out in Clause 14.2 are not satisfied, we reserve the right to take legal action against you to compensate our losses or liabilities.
14.5 NomBlocks.io owes no liability or obligation to any delegator if and when (i) NomBlocks.io is not within the active set of validators or (ii) slashing occurs.
15. Representations and Warranties
15.1 Each Party represents and warrants to the other that, as at of the Effective Date and on each day that the delegation continues:
(a) (if a Party is an individual) the Party is of legal age in its jurisdiction of residence;
(b) (if a Party is a business entity, partnership or other forms of organisation) the Party is duly incorporated or organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organisation; and
(c) the Party has all requisite authority, capacity and power to enter into and perform its obligations under these Terms, and that these Terms constitutes a legal, valid and binding obligation of the Party enforceable against it in accordance with its terms (save for exceptions due to bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and principles of equity).
15.2 In addition to the representations and warranties set out in Clause 15.1, you further represent and warrant to us that, as at of the Effective Date and on each day that the delegation continues:
(a) you have full right, title and interest in and to the Tokens delegated to us;
(b) you are experienced and sophisticated in using and evaluating the Supported Networks and related technologies, and you have conducted your own independent research, due diligence and analysis of the Supported Networks and you enter into these Terms solely relying on your own independent research, due diligence and analysis;
(c) you are not (as an entity or individual) located, organised or ordinarily resident in a sanctioned jurisdiction (currently, Cuba, Iran, North Korea, Russia, Syria and Crimea, Donetsk and Luhansk of Ukraine), nor directly or indirectly owned or controlled by any such entity or individual;
(d) you are not on the Specially Designated Nationals and Blocked Persons List published by the Office of Foreign Assets Control of the United States Treasury Department (or other lists to similar effect in applicable jurisdictions), nor directly or indirectly owned or controlled by any such entity or individual;
(e) you have not been convicted of any money-laundering, terrorist-financing, trafficking in controlled substances (or similar crimes) at any domestic, military, foreign or international court; and
(f) the Tokens delegated to us are not derived from, nor otherwise represent the proceeds of, any activities done in violation or contravention of any applicable domestic, military, foreign or international laws.
16. Taxes and other obligations
16.1 You are solely responsible for any and all taxes, duties and levies payable to any governmental authorities in connection with or arising out of the Rewards or any other amounts received or receivable by you in connection with these Terms.
16.2 You are strongly encouraged to seek independent professional advice to understand your legal, tax or other obligations in connection with or arising out of the Rewards or any other amounts received or receivable by you in connection with these Terms. NomBlocks.io (nor any of its holding company(ies), subsidiary(ies), affiliates, directors, officers, employees, agents and representatives) does not provide any advice in respect of your legal, tax or other obligations in connection with your use of our Services.
17. Term, Termination and Withdrawal
17.1 These Terms come into effect and become legally binding on the date on which you first delegate any Tokens to NomBlocks.io (the “Effective Date”) and will continue to remain in effect for as long as the delegation continues.
17.2 Subject to the protocol of the applicable Supported Network (in particular any unbonding requirement), either Party may terminate these Terms at any time for any reason with immediate effect:
(a) in case of the delegator, by withdrawing your Tokens from delegation; or
(b) in case of NomBlocks.io, by terminating or sunsetting validator nodes.
17.3 Supported Networks typically impose a period of time as “unbonding periods” during which you will not receive Rewards in respect of the Tokens and cannot perform any transaction in respect of the Tokens.
17.4 In the event that NomBlocks.io sunsets its validator node on a Supported Network, subject to the protocol of the Supported Network, all delegated tokens will unbond automatically after a certain period of time. We will make public announcements if and when we decide to sunset our node.
17.5 NomBlocks.io is not liable for any damages, losses, claims (whether in contract, tort or otherwise), costs (including professional fees and expenses), whether direct, indirect, special, incidental, punitive, exemplary, consequential, or of any other kind (including, without limitation, any loss of revenue, profits, opportunities, business, goodwill or reputation), arising out of or in connection with your delegation, withdrawal or unbonding of Tokens.
17.6 Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any antecedent breaches.
17.7 All provisions which by nature extend beyond the termination of these Terms will survive termination, including, without limitation, disclaimers and limitations of liability, governing law and dispute resolution mechanisms, and general provisions relating to the interpretation and operation of these Terms.