GalaxyOne Staking Terms of Use
These GalaxyOne Staking Terms of Use (these “Staking Terms”) are a legal agreement between you, as a current user of the GalaxyOne Platform, and GalaxyOne Holdings LLC (“GalaxyOne,” “we,” “our” or “us”). The Staking Terms supplement, form part of, and are subject to the GalaxyOne Terms of Use. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Terms of Use.
I. Staking Overview
When you hold cryptocurrency through the GalaxyOne Platform, your cryptocurrency will be held by the Custodian. In the event you opt to “stake” your cryptocurrency (“Staked Cryptocurrency”), you are instructing the Custodian to transfer your Staked Cryptocurrency to one or more omnibus accounts in the name of GalaxyOne for your benefit and then to one or more omnibus wallets controlled by our affiliate GalaxyOne Prime LLC (“GalaxyOne Prime”), a FinCEN registered money services business and a multi-state money transmitter (NMLS ID: 1988685), to be further transferred to one or more Delegator Wallets (as defined below). The availability of the staking services may be dependent on the jurisdiction in which you reside and is currently not available to residents of California, Maryland, New Jersey, Wisconsin, Washington, New York, Louisiana, Pennsylvania, Tennessee, and Nevada.
Staking is a process whereby cryptocurrency is held in a cryptocurrency wallet by a network participant of a proof-of-stake blockchain network to support the operation of that blockchain network. Network participants can designate a certain amount of their cryptocurrency on the network as a stake to validate transactions and potentially get rewarded in kind from the network (a “Staking Reward”).
Through the technology and services provided to GalaxyOne, subject to any applicable law, you may instruct the Custodian and/or GalaxyOne Prime to stake your cryptocurrency by transferring it to one or more delegator omnibus wallets (“Delegator Wallets”) whereby a participant on the relevant blockchain network (the “Network Participant”) will perform relevant staking activities. The Network Participant may be an affiliate of GalaxyOne or may be a third party entity. If your cryptocurrency is staked, it will be held under the control of GalaxyOne Prime for the limited purpose of transmitting your cryptocurrency and facilitating staking services consistent with the provisions of these Terms of Use.
Any Staking Reward granted by a cryptocurrency network is calculated subject to the protocols of the network and all or a portion of any given Staking Rewards received in respect of your Staked Cryptocurrency may be retained by the Network Participant or GalaxyOne Prime, or one or more of their respective affiliates, as compensation for the administrative services provided in connection with staking, and any such retained amounts will not be shared with you.
By agreeing to the Terms of Use and maintaining cryptocurrency through the GalaxyOne Platform, you understand and consent to the use of your cryptocurrency in connection with staking. Upon your instruction, some or all of your cryptocurrency may become Staked Cryptocurrency. You hereby authorize and instruct GalaxyOne to transmit your instructions to the relevant service providers to allocate and use your cryptocurrency in connection with staking as its deem appropriate, in its sole discretion, without any further notice to or authorization by you. You further understand and acknowledge that whether or not your cryptocurrency is utilized in connection with staking is subject to GalaxyOne’s sole discretion, acting in its capacity as your agent.
You understand and acknowledge that upon your instruction, GalaxyOne Prime will use reasonable efforts to stake your cryptocurrency with the Network Participant; provided, however, you understand and acknowledge that, notwithstanding any instruction you may provide, in performing any staking activities, GalaxyOne Prime and the Network Participant shall have complete discretion as to when, how, and if your cryptocurrency is utilized in connection with staking. You understand and acknowledge that GalaxyOne, GalaxyOne Prime, and the Network Participant may make changes to the staking functionality, including to the type of cryptocurrency eligible for staking and to the applicable percentage of Staking Rewards shared with you and other customers, upon written notice by amendment of these Terms of Use, or otherwise. GalaxyOne Prime may choose to engage a number of different service providers to provide or facilitate staking, including affiliated entities and third-party providers. Notwithstanding the foregoing, GalaxyOne and GalaxyOne Prime do not represent, warrant or guarantee that:
A particular amount of Staking Rewards will be collected by you;
Staking will occur on a continuous basis or at all;
Staking will occur on an uninterrupted or error-free basis, or that GalaxyOne or GalaxyOne Prime will correct all defects or prevent third-party disruptions or unauthorized third party access, and in the event of any such disruptions, that any staked cryptocurrency will generate Staking Rewards; or
Any particular cryptocurrency will be staked or will continue to be staked.
The list of cryptocurrency currently eligible for staking through the GalaxyOne Platform may be amended from time to time without prior notice to you. GalaxyOne and/or GalaxyOne Prime may choose to cease staking any cryptocurrency at any time in their sole discretion upon written notice posted to the Platform Terms.
With respect to distributing Staking Rewards to you, GalaxyOne Prime will allocate Staking Rewards it collects pursuant to a methodology consistently applied and at the rates set out on the GalaxyOne Platform, which may be updated from time to time upon thirty (30) days’ prior written notice via amendment to these Terms of Use, or otherwise. You understand that you have no right to receive a Staking Reward until it is actually received in the omnibus wallets controlled by GalaxyOne Prime held at the Custodian and then only in accordance with the applicable Staking Reward percentage in effect from time to time. Any Staking Rewards you receive may be subject to tax under applicable law.
The percentage and timing of Staking Rewards distributed to you will:
Be determined by GalaxyOne and GalaxyOne Prime according to their policies and procedures;
Be subject to fees and any costs incurred for such transactions by GalaxyOne, GalaxyOne Prime, and/or the Network Participant; and
Vary between staked cryptocurrency types.
You agree that the applicable percentage of Staking Rewards set out in these Staking Terms:
Are estimates only and are not guaranteed;
May change at any time in GalaxyOne’s or GalaxyOne Prime’s sole discretion upon written notice; and
May be more or less than the Staking Rewards received by GalaxyOne Prime and/or the Network Participant.
A determination by a third-party proof of stake network that staking through the GalaxyOne Platform has been erroneously operated may result in a “Slashing Penalty,” and the non-payment of the relevant Staking Rewards. GalaxyOne and GalaxyOne Prime make no guarantee that your cryptocurrency will not be subject to a slashing penalty. However, GalaxyOne Prime will use reasonable efforts to ensure that your cryptocurrency will not be subject to a slashing penalty. GalaxyOne and GalaxyOne Prime are not responsible in any way for any slashing penalty that is the result, in whole or in part, of:
Your acts or omissions or the acts or omissions of any third party;
Any supported protocol maintenance, bugs, or errors;
Acts by a hacker or other malicious actor; or
Force majeure events.
Cryptocurrency that is allocated to staking is subject to various restrictions set by a blockchain network regarding the time periods during which staked cryptocurrency is locked and remains bonded and cannot be withdrawn or transferred after initiating an un-staking request. The duration of any such lockup period varies across blockchain networks and is entirely determined by blockchain network rules. GalaxyOne, GalaxyOne Prime, and the Network Participant do not have any control over the time required to complete the un-staking process and they shall not be liable for any delays or any losses associated with such delays in the withdrawal of staked cryptocurrency.
II. General Operation
(a) Staking Services.
By maintaining cryptocurrency through the GalaxyOne Platform you understand and agree that you are providing an instruction to GalaxyOne to delegate ministerial administration of the staking of cryptocurrency to GalaxyOne Prime on the terms and subject to the conditions of these Staking Terms.
GalaxyOne Prime will stake, and exercise staking rights over, Staked Cryptocurrency (the “Staking Services”), including by, without limitation (i) exercising validation rights in a manner intended to generate Staking Rewards and (ii) performing the Staking Services in a commercially reasonable manner, in each case to the extent legally permissible and subject to GalaxyOne Prime’s internal regulatory and legal compliance policies, in accordance with these Staking Terms in a safe and sound manner, provided that, GalaxyOne Prime shall not be requiredto perform any or all of the Staking Services. You acknowledges that the applicable blockchain protocol may, at any time, impose restrictions that affect GalaxyOne Prime’s ability to perform the Staking Services. Customer acknowledges and agrees that GalaxyOne Prime shall be entitled to rely, without separate verification or authentication, on all instructions regarding Staked Cryptocurrency as transmitted to GalaxyOne Prime by GalaxyOne.
You agree that GalaxyOne may provide the Staking Services through one or more of its affiliates, custody providers or third parties (collectively, “Additional Staking Providers”) and that GalaxyOne may provide any such Additional Staking Providers with any tools, keys, passwords or other information, including any confidential information provided by you in connection with your GalaxyOne Account.
(b) Omnibus Accounts.
GalaxyOne Prime will maintain control over Staked Cryptocurrency solely as agent on your behalf, and title to such Staked Cryptocurrency shall not transfer to GalaxyOne Prime or any of its affiliates. You agree and acknowledge that GalaxyOne Prime is not acting as a custodian in respect of the Staking Services.
You further agree and acknowledge that (i) Staked Cryptocurrency may be held in omnibus custodial accounts at one or more custody providers maintained in GalaxyOne Prime’s name for the benefit of GalaxyOne customers who utilize the Staking Services, segregated from any and all GalaxyOne Prime proprietary assets and (ii) such custody providers may provide instructions to the applicable blockchain protocols with respect to any Staked Cryptocurrency in accordance with the provision of the Staking Services.
(c) Staking Rewards.
You understand and acknowledge that each supported blockchain will programmatically determine the amount of Staking Rewards that will be allocated as compensation in connection with the Staking Services. Such Staking Rewards will be delivered by the applicable supported blockchain to GalaxyOne Prime in accordance with the rules of the applicable blockchain.
You agree that a portion of the Staking Rewards will be retained by GalaxyOne Prime and/or GalaxyOne as compensation for providing the Staking Services. Fees shall be set forth on the GalaxyOne Platform.
You acknowledge that a transfer of Staking Rewards to GalaxyOne Prime is not guaranteed (even if GalaxyOne Prime performs the Staking Services properly and in accordance with these Staking Terms).
(d) Slashing.
Galaxy Prime will take commercially reasonable steps to avoid the slashing of any Staked Cryptocurrency.
In addition to any other limitations of liability in these Staking Terms or the Terms of Use, in no event shall GalaxyOne or GalaxyOne Prime have any liability or responsibility to you whatsoever in connection with any Slashing Penalty resulting, in whole or in part, from: (i) protocol-level failures caused by bugs, maintenance, upgrades, or general failure; (ii) your acts or omissions; (iii) acts or omissions of any third party service provider; (iv) any force majeure event; (v) acts by a hacker or other malicious actor; (vi) any other events outside of GalaxyOne’s or Galaxy Prime’s reasonable control; or (vii) any similar events, as determined by GalaxyOne Prime in its reasonable discretion.
(e) Rehypothecation.
GalaxyOne Prime will not, directly or indirectly, lend, pledge, encumber, hypothecate or rehypothecate any of the Staked Cryptocurrency, except as may otherwise be agreed. For the avoidance of doubt, this provision does not prohibit GalaxyOne Prime from (i) engaging in any activity reasonably necessary to provide the Staking Services in a legal, effective and efficient manner, as determined by GalaxyOne Prime in its sole discretion, (ii) transferring your Cryptocurrency to another Delegator Wallets or to the control of another party as is reasonably required for GalaxyOne Prime to perform the Staking Services or (iii) otherwise encumbering Staked Cryptocurrency, in each case to provide the Staking Services.
(f) Potential Conflicts.
GalaxyOne Prime 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 upon Staking Reward levels, Slashing Penalties or other factors relevant to the Staking Services. You acknowledges this and do not object in any way.
(g) Additional Terms.
You acknowledge and agree that these Staking Terms are subject to (i) change by GalaxyOne, in its sole and absolute discretion, at any time and (ii) the applicable blockchain protocols and changes of such protocols imposed by the respective supported blockchains.
III. Protocol Changes
(a) Protocol Changes.
You acknowledge and agree that changes to blockchain protocols may arise, in each case outside of the control of GalaxyOne or GalaxyOne Prime and that, therefore, except as may be otherwise provided in these Staking Terms:
(i) GalaxyOne Prime may respond to changes to a blockchain protocol in any way that GalaxyOne Prime determines appropriate in its sole discretion, acting in good faith;
(ii) The reasonable exercise by GalaxyOne Prime, acting in good faith, 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 GalaxyOne Prime or GalaxyOne to you under these Staking Terms; and
(iii) In addition to any other limitation of liability under the Terms of Use, GalaxyOne Prime and GalaxyOne are not responsible for any losses or reductions in value in respect of the Staked Cryptocurrency or otherwise suffered by you in connection with changes to a blockchain protocol unless caused by GalaxyOne Prime’s fraud or willful misconduct.
You acknowledges that GalaxyOne Prime may, in response to any such change to a blockchain protocol, in GalaxyOne Prime’s sole discretion, unstake some or all of the applicable Cryptocurrency, or take any other actions as reasonably determined by GalaxyOne Prime.
IV. Conditions
The obligation of GalaxyOne Prime to perform the Staking Services is conditional on the satisfaction of the following conditions precedent (in addition to the other conditions set forth in the Terms of Use) as of each date on which GalaxyOne Prime stakes any of your Cryptocurrency:
(a) GalaxyOne Prime is authorized by you to perform the Staking Services, including, without limitation, operating a validator node on the applicable supported blockchain(s), including activities related thereto;
(b) You have performed and satisfied the covenants and obligations as detailed in these Staking Terms;
(c) The representations and warranties made by you and set forth herein and in the Terms of Use are correct, true, accurate and complete as of each date on which you maintain a GalaxyOne Account; and
(d) GalaxyOne Prime’s performance of the Staking Services do not constitute, or would be reasonably expected to result in (with or without notice, lapse of time, or both), (i) a breach of or default under any agreement to which you or GalaxyOne (or any of its affiliates) is a party or by which you or GalaxyOne (or any of its affiliates) is bound, including these Staking Terms, the Terms of Use and any blockchain protocol or (ii) contravention or violation of any applicable law.
V. Representations, Warranties, Covenants and Agreements
(a) Representations, Warranties, Covenants and Agreements of GalaxyOne Prime.
GalaxyOne Prime represents, warrants, covenants and agrees to and for your benefit, as of each date on which Customer maintains a GalaxyOne Account, that:
(i) Neither the delegation of staking rights by you to GalaxyOne Prime, nor GalaxyOne Prime’s performance of its obligations under these Staking Terms (A) represents or constitutes a loan or a contribution of capital to, or other investment in, GalaxyOne Prime; (B) provides you 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, GalaxyOne Prime; or (C) creates or implies any partnership, joint venture or fiduciary relationship between GalaxyOne Prime (or any of its directors, officers, employees, agents, or affiliates) and you or entitles you to any fiduciary duty or similar duty.
(b) Your Representations, Warranties, Covenants and Agreements.
Your represent, warrant, covenant and agree to and for the benefit of GalaxyOne Prime and its affiliates, as of each date on which you maintain a GalaxyOne Account, that:
(ii) All of the representations, warranties, covenants and agreements set forth in these Staking Terms and the Terms of Use are correct, true, accurate and complete.
(iii) Neither the delegation of staking rights by you to GalaxyOne Prime, nor GalaxyOne Prime’s performance of the Staking Services (A) represents or constitutes a loan or a contribution of capital to, or other investment in, GalaxyOne Prime; (B) provides you 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, GalaxyOne Prime; or (C) creates or implies any partnership, joint venture or fiduciary relationship between GalaxyOne Prime (or any of its directors, officers, employees, agents, or affiliates) and you or entitles you to any fiduciary duty or similar duty.
(iv) You are not entering into these Staking Terms for the purposes of making an investment with respect to GalaxyOne Prime or its securities, but instead, and only, to receive the Staking Services from GalaxyOne Prime.
(v) You are capable of evaluating the merits and risks of the Staking Services provided hereunder protecting your own interests in the transactions contemplated hereunder; you have not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of GalaxyOne Prime or GalaxyOne in connection with the entering into and performance of these Staking Terms.
(vi) You acknowledge and agree that (A) regulatory authorities may have not reviewed or passed on the merits, legality or fungibility of Cryptocurrency or the use, holding or staking of Cryptocurrency; and (B) the staking of Cryptocurrency or the use of the Staking Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities.
VI. Limitations on Liability
(a) NOTWITHSTANDING THE FOREGOING, YOU UNDERSTAND THAT STAKING CRYPTOCURRENCY INVOLVES RISK AND THAT LOSSES MAY EQUAL THE ENTIRE PRINCIPAL AMOUNT OF CRYPTOCURRENCY STAKED, THAT PAST STAKING PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. YOU UNDERSTAND AND AGREE THAT GALAXYONE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND THIRD PARTY PROVIDERS OF GALAXYONE OR GALAXYONE PRIME WILL NOT BE LIABLE TO CUSTOMER UNDER ANY CIRCUMSTANCES, OR HAVE ANY RESPONSIBILITY WHATSOEVER, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, TRADING LOSSES, SLASHING PENALTY LOSSES, AND DAMAGES) THAT YOU MAY INCUR IN CONNECTION WITH STAKING YOUR CRYPTOCURRENCY THROUGH THE GALAXYONE PLATFORM. BY AGREEING TO THESE TERMS OF USE YOU REPRESENT TO GALAXYONE AND ITS AFFILIATES THAT YOU HAVE CAREFULLY CONSIDERED AND UNDERSTAND THE BENEFITS AND RISKS ASSOCIATED WITH STAKING.
(b) You acknowledge and agree that each limitation of liability in these Staking Terms shall be in addition to any limitations of liability in the Terms of Use and shall in no way inhibit the ability of GalaxyOne or GalaxyOne Prime or any of their respective affiliates to rely on all such limitations and other terms in the Terms of Use.
VII. Revisions, Disclosures, and Notices
We may amend the Staking Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on, or communicating it to you through, the GalaxyOne Platform (each a “Revised Version”). Your continued use of the GalaxyOne Platform after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute that arose before the changes will be governed by the Terms of Use in place when the Dispute arose.
You agree to GalaxyOne’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your GalaxyOne Account to you electronically, by posting it on the GalaxyOne Platform, pushing notifications through the GalaxyOne Platform, or by emailing it to the email address listed in your GalaxyOne Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to the GalaxyOne Platform, or within twenty-four (24) hours of the time pushed or emailed to you. If you wish to withdraw your consent to receiving electronic communications, contact GalaxyOne Support at [email protected]. If we are not able to support your request, you may need to terminate your GalaxyOne Account.