This Agreement specifies the terms under which the User (referred to herein as “Lessor”) may delegate (also referred to as “stake” or “staking”) Tokens for an agreed time span to Nebeus (referred to herein as “Lessee”) in its services and receive Rewards in return. This agreement constitutes and will constitute the legal, valid, binding and enforceable obligations of Lessee, and is, and will continue to be, effective security over all and every part of the Secured Assets in accordance with its terms.
Each Party represents and warrants that this Agreement constitutes a valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement; and the performance of its obligations and exercise of its rights hereunder:
(a) will not conflict with or violate in any material manner, any applicable law; or
(b) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, agreement, or commitment binding upon it.
The parties agree to be bound by the terms and conditions set forth in this agreement. The headings of the sections and subsections of this Agreement shall be for general information and reference only and they in no way define, limit or describe the scope of the provisions of such sections and shall not be considered in the interpretation or enforcement of this Agreement.
Information and contractual terms, as well as communications among the parties, will be supplied in English, unless the consumer expressly requests in writing to the use of Spanish language.
In consideration of the mutual covenants and promises in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Lessor leases the crypto assets covered by the contract to the Lessee, and the Lessee leases the crypto assets from the Lessor on the following terms:
1. "Platform" means Nebeus's proprietary computing infrastructure or platform that you use to perform the Services.
2. “Customer's Account” or “Nebeus Account”: A User's designated user account on the Nebeus desktop platform or Nebeus's mobile application, allowing a User to access and use Nebeus's Services, and view and manage his or her personal information and profile. A Nebeus Account is not a bank account, deposit account, savings accounts, checking account, or any other type of asset account and should not be characterized as a banking product or service.
3. "Token" means any blockchain digital asset (complete or fractional), such as cryptocurrencies, tokens or other similar technologies using the blockchain technology, that Lessor has delegated to Nebeus in accordance with Nebeus’s list of supported assets.
4. “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
5. “Estimated Yield” means the estimate of rewards that the user may or may not earn at the end of the Staking Period.
6. "Effective Date" means the date on which Lessor delegates any Token(s) to Nebeus.
7. “Staking Period” means the time period for you to stake Tokens, either in crypto renting or staking services. If you delegate your Tokens on T Day and undelegate it between 0:00 to 24:00 on T+N day, your staking period is N-1 days.
8. “Lock-up” means the time period during which a user who has deposited tokens in Nebeus’ crypto renting services won’t be able to execute a withdrawal or trade them.
9. “Security” means any charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
10. “Security Period” means the period starting on the date of this deed and ending on the date on which Lessee has returned the leased crypto assets in full.
11. “Term of the Lease” means the period of months from the date the crypto asset renting is approved, and until the date that the Lessee returns the totality of the rented crypto assets back to Lessor.
12. "Rewards" means the sum of the additional Tokens awarded once you undelegate the tokens, minus the Cut Penalties if any.
13. “Law" means any applicable national, provincial, federal, state, county, and local statute, law, ordinance, regulation, rule, code, and order.
14. "Prohibited Content" means content that: (i) is illegal under the Act; (ii) violates the intellectual property rights of third parties, including copyrights, trademarks, patents and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, libelous or defamatory material, or material that constitutes an invasion of privacy or misappropriation of publicity rights; (v) promotes illegal or illegal goods, services or activities; (vi) contains false, misleading or misleading statements, representations or sales practices; or (vii) contains viruses, Trojan horses, worms or any other harmful, malicious or hidden procedure, routine, mechanism or code.
15. “Off-chain staking” means a service that allows Lessor to contribute crypto assets to Nebeus in exchange for the opportunity to earn Rewards, where those assets aren’t locked in a smart contract and can be managed by Nebeus according to the terms of this agreement.
16. “On-chain staking” means a service that allows a user to deposit crypto assets in a smart contract deployed on a blockchain and earn rewards utilizing Proof of Stake protocols. The owner and the user may only use the commands included in the smart contract to manage these deposits.
17. “Earn Service” means Nebeus’ crypto renting and staking services, independently or collectively, that allows its users to earn rewards.
By depositing Tokens in Nebeus’s crypto renting or staking services, Lessor agrees to be bound by the terms of this Agreement. If Lessor does not agree, understands or cannot comply with all the terms of this Agreement, Lessor must not delegate his Tokens to Nebeus. This Agreement is legally binding on the Effective Date as shown below.
Each Party represents and warrants to the other Party, from the Effective Date and each date on which Lessor has delegated the Token Rights to Nebeus, that:
1. If the Party is a natural person, the Party is of legal age in its jurisdiction of residence and has a healthy mind and body. If the Party is a business entity, partnership or other organization (each, a "Business Entity"), the Party is properly organized and exists in good standing under the Laws of its organizational jurisdiction; and
2. The Party has all necessary capacity, authority and power to enter into and perform its obligations under this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the enforceable Party against the Party pursuant to its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the application of creditors' rights in general and principles of equity.
Lessor represents and warrants to Nebeus, as of the Effective Date and each date on which Lessor delegates the Token Rights to Nebeus, that:
1. Lessor has all rights, titles and interests in and to the Tokens;
2. The execution, delivery and performance of this Agreement by Lessor (i) does not conflict with or violate any Law, and (ii) is not in violation or breach of, and shall not conflict with or constitute a breach under, any contract, agreement or undertaking binding on Lessor;
3. Without limiting the foregoing, delegate acknowledges and agrees that the conclusion and performance of this Agreement by each Party (including delegated symbolic rights by delegate to Nebeus) does not (a) provide Lessor with any ownership, capital, guarantee or right or interest in the assets, rights, property, income or profits of, or voting rights of any kind in, Nebeus; or (b) create or imply any fiduciary or other agency relationship between Nebeus (or any of its directors, officers, employees, agents or Affiliates) and Lessor or entitle Lessor to any fiduciary duty or similar duty on the part of any of the foregoing Persons;
4. Lessor is not entering into this Agreement or delegating Token Rights to Nebeus for the purpose of making an investment with respect to Nebeus or its securities, but instead, and only, to receive the crypto renting Services from Nebeus. Lessor acknowledges and agrees that the entering into and performance of this Agreement by each Party (including the delegation of Token Rights by Lessor to Nebeus) does not (a) represent or constitute a contribution of capital to, or other investment in, Nebeus; (b) 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, Nebeus; or (c) create or imply any fiduciary or other agency relationship between Nebeus (or any of its directors, officers, employees, agents, or Affiliates) and Lessor or entitle Lessor to any fiduciary duty or similar duty on the part any of the foregoing Persons;
Lessor is experienced in the use and evaluation of the compatible blockchain and applicable protocols and related technologies. Lessor has conducted their own diligence and analysis of the matters provided for in this Agreement to determine whether Lessor wishes to enter into this Agreement and delegate the Token Rights to Nebeus. Lessor has not relied on any information, representation, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Nebeus in connection with the conclusion and performance of this Agreement by the Parties.
Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, Lessor and Lessee to be treated as partners, joint venturers, or otherwise as joint associates for profit.
3. USE OF THE SERVICE
Nebeus’ crypto renting allows its users to lease crypto assets to Nebeus’ for an agreed time span and receive Rewards as a financing fee on the lease of Eligible Digital Assets Lessor has transferred to Nebeus in connection with its crypto renting services, and in accordance with the rates published by Nebeus from time to time, pursuant to these Terms. Lessor may choose the cryptocurrencies used for Rewards from Nebeus’ supported list for its crypto renting service. If the chosen asset by Lessor becomes unsupported in Nebeus’ services, Nebeus will communicate the situation to Lessor so that they can change their option. Nebeus reserves the right to reject entry into any crypto renting transaction.
Nebeus’ off-chain and on-chain staking services allow its users to stake crypto assets in Nebeus’ services and receive Rewards for their staking according to the timespan that the tokens were staked in Nebeus’ services, in accordance with the yield rates published by Nebeus from time to time, pursuant to these Terms. All Rewards for Nebeus’ staking service will be sent to Lessor’s Nebeus Account in the same asset as the applicable Staked Asset. Nebeus reserves the right to reject entry into any crypto staking transaction, and may return any Staked Assets, cancelling the Agreement, at any time and in its sole discretion.
The opening and use of a Nebeus account may be subject to additional fees, depending on the services that the consumer decides to use. (More information on the specific services and fees charged by Nebeus can be found through the following link: https://nebeus.com/fees.
Upon Lessor’s election, Lessor will deposit Eligible Digital Assets in Lessee’s services and grant Nebeus all rights and title to such Digital Assets, for Nebeus to use in its sole discretion while using the Earn Service. Once such Eligible Digital Assets are received by Nebeus into one of its crypto renting or staking programs, they shall be Nebeus’ property, in every sense and for all purposes, and Lessor will immediately start accruing Rewards on such Digital Assets in accordance with the terms hereof.
To use Nebeus’ crypto renting or staking services, the User shall make a security deposit consisting of a certain amount of cryptocurrency (Ethereum, Bitcoin or any other cryptocurrency that is accepted on Nebeus), that Nebeus will automatically take from the consumer's Nebeus relevant currency account. Each crypto renting and staking programs may have a minimum amount of cryptocurrency set that the Lessor will have to deposit in order to benefit from its gains. Lessor acknowledges that Lessee may modify the list of Eligible Digital Assets of its crypto renting and staking services, and the list of assets used as a reward if applicable, at any time and in its sole discretion.
Crypto renting and staking services may not be available where prohibited by law or by Nebeus policy, as updated from time to time; currently, such places include, but are not necessarily limited to, the United States, the countries of Iran, North Korea, Sudan, South Sudan, Syria, Cuba, or any other country against which the United States, the United Kingdom or the European Union imposes financial sanctions or embargoes. In some jurisdictions, due to regulatory considerations, Nebeus may not provide part or all of the Services, which may include support for some Eligible Digital Assets of its crypto renting and staking services.
When Lessor stake crypto assets in Nebeus’ off chain staking services, or use Nebeus’ crypto renting services, these assets aren’t stored in a smart contract on chain, but are instead directly kept and managed by Nebeus.
Without prejudice to the foregoing, Lessor will automatically receive their earned rewards on off-chain and on-chain staking services every 30 days in their Nebeus’ accounts.
Nebeus’ account is not a bank account, deposit account, savings accounts, checking account, or any other type of asset account and should not be characterized as a banking product or service. Any use of terms such as “account,” “account balance,” “withdraw” and similar language in connection with the crypto rental service and the borrow service does not imply or establish, and shall not be taken to suggest, any form of custody relationship, and such language is used herein as terms of convenience only in referring to users’ deposit of digital assets to or from Nebeus as part of the earn service and borrow service, and Nebeus’ obligation to transfer digital assets to users upon the termination of such rentals in connection with these services.
Lessor acknowledges that legislative and regulatory changes may adversely affect the use, transfer, and value of Staked Assets, and also the value of the tokens earned as a reward in Nebeus Staking Services..
Nebeus’ may freeze, suspend or terminate Lessor’s Account at any time in its sole discretion, in addition to taking any action and seeking any remedy it may be entitled to in law or in equity, including if Nebeus suspects Lessor’s involvement in any fraudulent activity of any kind or other misuse of the Services, provision by you of inaccurate or misleading information, or your involvement in any money laundering or other financial crime related to you or your Nebeus Account.
The Lessee will use the crypto assets in a lawful manner, and will comply with any applicable laws and regulations, whether local, state or federal, respecting the use of these crypto assets.
Nebeus represents and warrants that: (i) it will not use the Service for any illegal purposes, including, without limitation, illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by applicable laws; and (ii) it will not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including, without limitation, illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by applicable laws.
Lessor manifests that neither Lessor nor any of its affiliates or officers, directors, brokers or agents of Lessor or its affiliates (i) has violated any anti-terrorism laws, (ii) has engaged in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering, (iii) is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs, (iv) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other law, (v) conducts any business or engages in making or receiving any contribution of goods, services or money to or for the benefit of any person described in clauses (iii) or (iv) above, (vi) deals in, or otherwise engages in any transaction related to, any property or interests in property blocked pursuant to any anti-terrorism law or (vii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law.
Lessor has rights in or the power to transfer the crypto assets to Nebeus’ services, and its title to these assets is free and clear of liens, adverse claims, and restrictions on transfer or pledge, other than those created by this Agreement or the Related Documents. Lessor declares that it has not received, or acknowledged notice of, any adverse claim by any person in respect of the Collateral Pledge or any interest in it.
Lessor has the right to obtain a copy of the rental agreement free of charge. Lessor may request Nebeus to send a copy of the crypto renting agreement to the consumer's Nebeus account email once the agreement has been confirmed by Nebeus.
Lessee will use the crypto assets solely for lawful purposes related to its activity. The Lessor agrees that Nebeus may, for its own account, pledge and repledge from time to time, and use the crypto assets at its sole discretion on in-house or third party services such as, but not limited to, on-chan or off-chain staking, hypothecate, rehypothecate, sell, lend, or otherwise transfer, invest or use any amount of such cryptocurrency provided by Lessor, without notice to Lessor, either separately or in common with other such cryptocurrency, and that it may do so without retaining in its possession or control for delivery, a like amount of similar crypto assets.
Lessor may not assign or transfer any of their rights or obligations under this Agreement.
Lessee shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lessee. No delay or omission on the part of Lessee in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lessee of a provision of this Agreement shall not prejudice or constitute a waiver of Lessee’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lessee, nor any course of dealing between Lessee and Lessor shall constitute a waiver of any of Lessee’s rights or of Lessor’s obligations as to any future transactions. Whenever the consent of Lessee is required under this Agreement, the granting of such consent by Lessee in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lessee.
Nebeus may delay the exercise of any rights under these Terms, and any such delay shall not result in a waiver, relinquishment or modification of any of Nebeus’ rights. If there’s a delay in any exercise of Lessor’s rights, Lessor is still obligated to remove any violation of these Terms and/or otherwise follow Nebeus instructions. Any delay or waiver of Nebeus’ rights applies only to the specific instance in which Nebeus decides to delay or waive the provision and does not affect Nebeus’ other or subsequent rights in any way.
Except as expressly provided elsewhere in this deed, a person who is not a party to this deed shall not have any rights to enforce, or enjoy the benefit of, any term of this deed. This does not affect any right or remedy of a third party which exists, or is available.
The rights of the parties to rescind or agree to any amendment or waiver under this deed are not subject to the consent of any other person.
All costs and expenses (including reasonable attorneys fees) incurred by Lessee in the exercise or enforcement of any right, power or remedy granted it under this Agreement shall become part of the indebtedness secured hereunder and shall constitute a personal liability of Lessor payable immediately upon demand and bearing interest until paid at the minimum per annum rate, compounded semi-annually.
Lessor shall not, and will not authorize, permit, or encourage any third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Platform or the Website; (ii) modify, adapt, or translate the Platform or the Website; (iii) make any copies of the Platform or the Website; (iv) resell, distribute, or sublicense the Platform or the Website; (v) remove or modify any proprietary marking or restrictive legends placed on the Platform or the Website; (vi) use the Platform or Website (A) in violation of any Law or regulation, (B) to build a competitive product or service, or (C) for any purpose other than to perform this Agreement; nor (vii) introduce, post, upload, transmit, or otherwise make available to or from the Platform or the Website any Prohibited Content.
Lessor acknowledges and agrees that Nebeus will not accept or take custody over any Rewards on behalf of Lessor aside from the ones generated by Nebeus’ crypto renting and staking programs, has no responsibility or control over whether the Supported token distributes any Rewards to Lessor, and that Nebeus’ sole obligation under this Agreement is to perform the Services and send the Lessor the agreed rewards, upon the terms and conditions set forth in this Agreement and selected by Lessor when choosing their staking or renting program.
Nebeus Off-chain and On-Chain Staking Programs are not depositories or bank programs. Staked Assets are not covered by insurance against losses or subject to deposit or securities protections anywhere in the world.
Nebeus will not be liable for following any instruction received through Lessor’s Account, even if it was not authorized by Lessor, or if it was entered by mistake or is otherwise inaccurate. To verify the authenticity of any instruction received through Lessor’s Account, Nebeus may, at its sole discretion, require Lessor’s signature or identification in any form Nebeus deems necessary, like digital images or electronic signatures.
The Agreement will be in force from the date of the acceptance of the present Terms and Conditions by Lessor, . The Agreement shall also be deemed to have expired and therefore be terminated on the date of the expiry date set in cyrpto renting services, on the date the user decides to unstake their assets from Nebeus’ staking services, or on the date of Default according to Clause 5 of this Agreement.
Nebeus’ can set a minimum time span, as a lock-up period, for each crypto renting program, that can be then extended by Lessor. During this lock-up period, Lessor will automatically receive their rewards from the crypto renting services every 30 days cycle starting on the Effective Date, according to the agreed terms in this Agreement, but won’t be able to withdraw or trade the tokens deposited in Nebeus’ crypto renting services.
Lessor may request a complete or partial return of their Staked Assets (“Unstake”) in Nebeus’ staking services at any time. Unstaking limits based on frequency or volume may apply from time to time
Lessor shall be in default under this Agreement upon the occurrence of, and continuation of any of the following events, after giving effect to any applicable cure period
(a) If Lessor is an entity, the dissolution or termination of Lessor’s existence as a going business, the insolvency of Lessor, the appointment of a receiver for any part of Lessor’s property, any assignment for the benefit of creditors, any type of creditor workout, the commencement of any proceeding under any bankruptcy or insolvency laws by or against Lessor or any levy, garnishment, attachment or similar proceeding is instituted against any property of Lessor held by Lessee
(b) Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Lessor or by any governmental agency against any deposited crypto assets.
(c) If Lessor is an individual, Lessor dies or becomes incompetent;
(d) Lessor fails to comply with or to perform any other term, obligation, covenant or
(e) condition contained in this Agreement, any Related Document or any other agreement between Lessor and Lessee;
(f) Any warranty, representation or statement made or furnished to Lessee by Lessor, or on Lessor’s behalf, under this Agreement or any Related Document is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter
(g) A change or material development in applicable law (including case law) or regulation makes the Lease unlawful, unless grandfathered;
Lessor agrees to promptly notify Lessee in writing by letter, email, or contacting Nebeus’ Help Center upon the occurrence of any of the events described in this Section, in no case later than ten (10) business days after the occurrence of such event.
In case of Event of Default by Lessor and in accordance with the provisions of Article 1.124 of the Civil Code, Lessee may choose to terminate this Agreement or demand its compliance, in both cases claiming the corresponding damages.
Both the termination of this Agreement and the requirement for its compliance shall be communicated to Lessor by registered letter with acknowledgement of receipt, telegram, telex, in any other reliable manner, addressed to the address indicated in this Agreement or to that other address duly communicated in writing to Lessee, or using Nebeus’ dashboard to contact Nebeus Support.
Lessee and Lessor intend to contract in strict compliance with applicable law from time to time in effect. In furtherance thereof, Lessee and Lessor stipulate and agree that none of the terms and provisions contained in this Agreement shall ever be construed to create a contract to pay for the use, forbearance or detention of money or interest in excess of the maximum amount of interest (including all charges and fees) permitted to be charged by applicable law, from time to time.
Lessee shall pay an amount on the deposited Crypto Assets at the rate of «Percent_Annual» % per annum as varied from time to time. Lessor will automatically receive their earned rewards in their Nebeus’ accounts after the completion of every 30 days cycle starting on the Effective Date.
7 REWARDS PER YEAR
Rewards Per Year (“RPY”) means the total amount paid by Lessee for the rental or staking of crypto assets, expressed as an annual percentage of the value of the crypto assets. The RPY shown for each of Nebeus’ renting and staking services is based on the value of the crypto assets in Nebeus’ platform at the moment the user accesses it, recalculated and updated every 24 hours, and made on the assumption that the Agreement will remain in force throughout its duration and that the Parties will fulfill their obligations under the agreed terms and conditions.The RPY shown in crypto renting and staking services shall be understood to be an estimate based on the value of the Rewards that may be earned in a certain point of time. Based on the fluctuation on the value of assets, the effective RPY that Lessor will receive as Rewards after their Staking Period shall be understood to be of variable value, and may or may not correspond to the RPY shown in Nebeus rental or staking services when the user deposited their crypto assets. Lessor acknowledges and accepts that Nebeus shall not be liable for any expectation of gains based on the RPY that was shown in their crypto renting and staking services when the user decided to stake their assets.
The Rewards PER YEAR Rate is set at «Percent_Annual» %.
8. COLLATERAL, WARRANTIES AND COVENANTS
Each party represents and warrants to the other party that it has the requisite power and authority to enter into this Agreement and to carry out all activities and transactions contemplated hereunder. Nebeus warrants that it will provide the Services in a professional and diligent manner and in accordance with applicable industry standards. Except as expressly provided herein, neither party makes any warranty or representation of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, title, fitness for a particular purpose or non-infringement. Nebeus specifically disclaims all liability and obligations with respect to any third-party providers. and makes no representations or warranties with regard to the potential market for the service or the amount of Rewards that may be generated hereunder. Lessor declares that there are no covenants, agreements, reservations, conditions, interests, rights or other matters whatsoever that materially and adversely affect this Agreement
Lessor acknowledges that custodially held crypto assets may be considered to be the property of a bankruptcy estate, in the event of a bankruptcy, the crypto assets that Nebeus hold in custody on behalf of Lessor could be subject to bankruptcy proceedings and such customers could be treated as Nebeus general unsecured creditors.
Lessor covenants with Lessee that, as from the date of this Agreement and until all of the liabilities under this Agreement have been discharged, Lessor will not create, or permit to subsist, any Security on or over the Collateral Pledge other than Security created by this Agreement.
Lessee shall, on demand, pay to Lessee and discharge the Secured Liabilities when they become due.
9. WITHDRAWAL AND DISENGAGEMENT
Once a withdrawal is executed in Nebeus’ staking services, a transaction with Lessor’s Stake will be sent Lessor’s account. All the Staking Rewards earned until the point in time that the withdrawal was initiated will be transferred to Lessor’s account at the end of the 30 day cycle starting on the Effective Date. The Unstake may require up to five (5) days after Lessor submits their request to Unstake to process the transaction.
Lessor won’t be able to execute any withdraw from Nebeus’ crypto renting services until the lock-up period established by Nebeus is over.
Nebeus shall not be liable for any loss, liability, damage, reduction in value or missed opportunities incurred by Lessor in connection with the events described in this Agreement. Nebeus shall also not be responsible for any loss, liability, damage or reduction in value with respect to the Tokens or otherwise suffered by Lessor in connection with protocol changes, airdrops or forks during this agreement.
10. TAXATION AND COSTS
Lessor shall be solely responsible for payment to the applicable government authorities of any and all taxes, penalties, duties, levies and interest (collectively, "Taxes") (i) applicable to any amounts receivable or received by Lessor in connection with this Agreement, and (ii) all other Taxes of Lessor or that may apply to Lessor resulting from or related to the transactions contemplated in this Agreement. Lessor shall indemnify and hold harmless Nebeus and its indemnified parties as described herein with respect to all Taxes collected, applied or assessed by any governmental authority on any Net Rewards and other amounts receivable or received by Lessor in connection with this Agreement.
Neither Nebeus nor any of its agents have provided or will provide advice or guidance with respect to any Applicable Law, Tax or other obligations of Lessor. Lessor is strongly advised to seek the advice of Lessor's legal and tax advisors with respect to any Applicable Law, Tax and other obligations of Lessor relating to the conclusion and performance of this Agreement.
11. LIMITATION OF LIABILITY
The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
There is no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future. The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time. Nebeus will not be liable for any loss in value caused to the delegated tokens that may occur during the delegation.
Lessor agrees and accepts that when undelegating Tokens, the time it takes to arrive at Lessor’s account may vary. Nebeus shall not be liable for any losses caused by the Tokens arrival time difference.
Lessor agrees and accepts that Nebeus holds the right to reject its participation in its crypto renting Services if Lessor is unable to fulfill the identity verification requirements or for any other suspicious activity detected while participating in the services provided by Nebeus.
Lessor agrees and accepts that Nebeus reserves the right to amend the content of this Agreement anytime in its sole discretion. Nebeus shall not be liable for any losses due to Lessor’s misunderstanding of this Agreement, or its delay of reading the amendments to this Agreement.
Lessor agreess and accept that if Nebeus cannot provide the Service properly or the Service is interrupted due to the following conditions, such that Lessor is unable to use the Services or cannot make commands or perform related trading operations, including but not limited to failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Nebeus shall not be liable to any losses. These circumstances include but are not limited to:
1. Service suspension for maintenance as announced by Nebeus
2. System failure to transmit data
3. Force majeure or accidents, such as typhoon, earthquake, tsunami, flooding, plague, power outage, war, turmoil, government actions, terrorist attacks, or any other accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances that lead to the suspension of the Service
4. Service interruption or delay due to hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure due to government regulations, etc.
5. Service interruption or delay caused by the computer system being damaged, defective or unable to perform normally
6. Losses due to technical problems that cannot be predicted or solved by existing technical forces and solution in the industry
7. Losses to you or other third parties due to changes in laws and regulations or government orders.
Nebeus shall be excused from any delay or failure in performance of this Agreement to the extent such delay or failure is caused by wildfire, flood, explosion, war, embargo, governmental requirement, civil or military authority, Act of God, or any other causes beyond its reasonable control. Any such delay or failure shall suspend Nebeus’s obligations to perform under this Agreement until the cause for the delay or failure is removed.
Lessor (in such capacity, the "Indemnifying Party") shall defend, indemnify and hold harmless Nebeus and its Affiliates and their respective officers, directors, shareholders, managers and employees (collectively, the "Indemnified Party"), as applicable, from all liabilities, damages, costs and reasonable expenses (including reasonable attorneys' fees) incurred by any Indemnified Party in connection with any action of third parties (including government), claim, proceeding or any other damages, costs or liabilities (each, a "Claim") arising out of or in connection with the Indemnifying Party's breach or breach of its covenants and representations and warranties under this Agreement; provided that the foregoing obligations are subject to the Indemnified Party providing the Indemnifying Party, at the indemnifying Party's expense, with reasonable cooperation in the defense of the Claim.
Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”), and will only enter into this agreement insofar as the activity is in compliance with all applicable Laws. If during the term of this Agreement any Law becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under this Agreement in whole or part, the party that would bear the altered cost due to the change in the Law should terminate this Agreement and cease using Service.
To the extent that any governmental agency or regulatory body in any country takes any action which prevents, restricts, or otherwise limits Nebeus’s ability to provide any portion of the Services to the User, Nebeus shall have no liability in connection with the provision of, or failure to provide, such Services to the User, and Nebeus may, at its option, (a) make a reasonable effort to relocate the Services to another location, or (b) terminate the applicable Services immediately and without penalty.
Nebeus makes no representation or warranty, express or implied, to the full extent not prohibited by applicable law, regarding the advisability of Lessor’s participation in Nebeus services. Neither Nebeus, nor any of its respective officers, directors, employees and affiliates is providing advice, including legal, financial, investment or tax advice, in connection with the crypto rental or Staking Program or Lessor’s determination to participate in it.
Nebeus makes no representation or warranty that its staking program is appropriate for use in all locations, or that the transactions and services described herein are available or appropriate for entry into or use in all jurisdictions or by all parties.
The term of this Agreement (the "Term") begins on the Effective Date and will continue in effect until the defined date established by Nebeus, a situation of Default contemplated in Clause 5 of this Agreement, or if it’s terminated by Lessor or Lessee prior to that date.
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.
14. ENTIRE AGREEMENT AND SEVERABILITY
This Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all other agreements (express or implied), proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to actions of the parties performed in preparation for and anticipation of the execution of this Agreement. Except as provided above any amendment to this Agreement must be in writing and signed by duly authorized representatives of the parties.
The terms and conditions stated herein are declared to be severable. If any paragraph, provision, or clause of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement, which is unenforceable in any jurisdiction, shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof. The remainder of this Agreement shall be valid and enforceable and the parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
15. PERSONAL DATA PROCESSING
By virtue of this Agreement, Lessor is hereby informed of the fact that any personal data included therein shall be inserted in one or more personal data files of Lessee as defined in Law 3/2018, 5th December on the Protection of Personal Data and the guarantee of digital rights.
In order to comply with current legislation, Lessor is hereby informed of his right to access his personal data; to rectify his personal data, if erroneous; to cancel his personal data; and/or to object to data processing, right to oblivion, right to portability and data limitation, all this, in the event that personal data are incorrect or incomplete. These rights may be exercised by Lessor requesting the exercise of the corresponding right to the following e-mail direction «Email», by addressing a letter duly signed and including his full name, address and photocopy of his I.D. or any other valid document.
All notices and other communications required or permitted to be given under this Agreement ("Notice") shall be in writing and shall be delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or by telex, telecopy or other form of rapid transmission, confirmed by mailing as described above, to the following addresses:
(i) Lessor at their registered email address
(ii) Lessee at:
Rintral Trading SL
Cl Ciutat De Granada Num.150 P.3 Pta.12, Utopicus
08018 - Barcelona
Email: [email protected]
Attention: Sergey Romanovskiy
or to any other address or fax number/emails as is notified in writing by one party to the other from time to time.
Any Notice so addressed and delivered personally or by rapid transmission shall be deemed given upon receipt. Any Notice so addressed and mailed shall be deemed given as of the date it is deposited in mail. Either party may change its address by giving the other written Notice thereof in the manner provided in this Section.
This clause does not apply to the
service of any proceedings or other documents in any legal action or, where
applicable, any arbitration or other method of dispute resolution.
17. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of Spain, without reference to principles and laws relating to the conflict of laws. The competent courts according to the address of the Lessor shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement.
Without limiting the foregoing, Lessor may only make a claim or proceeding against Lessee in Lessor’s individual capacity and shall not as a plaintiff or class member in any purported class or representative action or proceeding.
Notwithstanding anything to the contrary, Nebeus may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.