This Addendum (this “Addendum”) supplements the terms and conditions of your access and use of the proprietary crypto trading platform (the “Platform”) operated by Bitbuy Technologies Inc. (“Bitbuy”) published at Bitbuy’s website at: https://bitbuy.ca/en/terms/ (the “Terms”). By entering into this Addendum and agreeing that Bitbuy may delegate Crypto Assets for which you have a contractual entitlement, you agree to be bound by the terms of this Addendum. Capitalized terms used and not defined in this Addendum have the respective meanings assigned to them in the Terms. This Addendum does not otherwise modify or supersede the provisions of the Terms. Capitalized terms not otherwise defined herein will have the meanings set out in the Terms.
1.1. “Additional Staking Terms” means certain terms governing the delegation of Crypto Assets of each Supported Blockchain, as described in the Additional Staking Terms published on Bitbuy’s website at: https://bitbuy.ca/staking-additional-terms. The Additional Staking Terms are subject to the protocols of the Supported Blockchains and changes of such protocols imposed by the Supported Blockchains, and the Additional Staking Terms may be amended from time to time by Bitbuy in its sole discretion.
1.2. “Bitbuy Service Fee” means the service fees to which Bitbuy is entitled in respect of the Staking Services.
1.3. “Blockchain Protocols” means any protocols or operations of a Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.
1.4. “Custodian Service Fee” means the service fees to which the Custodian is entitled in respect of the Staking Services.
1.5. “Delegated Crypto Assets” means Crypto Assets that Bitbuy delegates to a Staking Service Provider on your behalf pursuant to this Addendum.
1.6. “Missed Rewards” means Rewards that are not earned because of the inactivity of a Staking Provider on a Supported Blockchain.
1.7. “Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any).
1.8. “Party” means you or Bitbuy, as applicable; and “Parties” means you and Bitbuy collectively.
1.9. “Rewards” means any rewards granted by a Supported Blockchain, including block rewards, endorser rewards and transaction fees, in each case as actually granted by the Supported Blockchain and received in connection with the performance of the Staking Services.
1.10. “Service Fees” means Bitbuy Service Fees and Custodian Service Fees collectively and as set out in the Additional Staking Terms in respect of each Supported Blockchain.
1.11. “Staking Services” means the exercise of Validation Rights on your behalf under this Addendum as described in Section 2.1.
1.12. “Slashing Penalties” means any penalties or reductions of Rewards applied by a Supported Blockchain.
1.13. “Slashing Reimbursements” means the reimbursement of amounts in respect of Delegated Crypto Assets lost, cancelled, destroyed or burned because of Slashing Penalties.
1.14. “Staking Provider” has the meaning set forth in Section 2.1.
1.15. “Supported Blockchain” means any proof-of-stake network or blockchain ledger on which the Custodian may exercise Validation Rights delegated to it by Bitbuy on your behalf. Each Supported Blockchain has its own protocols and terms. The Supported Blockchains and some applicable terms are identified in the Additional Staking Terms.
1.16. “User Rewards” has the meaning set forth in Section 2.4.
1.17. “Validation Rights” means rights of a Crypto Asset holder to validate and sign the next definitive serial transaction record on a Supported Blockchain.
1.18. “Voting Rights” means rights of a Crypto Asset owner to vote upon proposals related to the operation and governance of a Supported Blockchain.
2.1. Staking Services. If you submit a request through the Platform to delegate any Crypto Assets, then, subject to the terms of this Addendum, Bitbuy, either through the Custodian or a third-party staking provider selected by the Custodian (a “Staking Provider”), will stake the Delegated Crypto Assets by exercising the Validation Rights in a manner intended to generate Net Rewards.
2.2. Service Fee. In exchange for the performance of the Staking Services, Bitbuy shall be entitled to receive the Bitbuy Service Fee and the Custodian shall be entitled to receive the Custodian Service Fee. For the avoidance of doubt, the Service Fee is in addition to any fees prescribed in the Fee Schedule.
2.3. Transfer of Net Rewards. Bitbuy’s performance of the Staking Services is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows: (a) for a standard Crypto Asset flow (the “Standard Flow”), (i) to Bitbuy by transferring Net Rewards to a Custodial Account and (ii) to the Custodian as the Custodian Service Fee; and (b) for a non-standard Crypto Asset flow (the “Non-standard Flow”), to Bitbuy by transferring Net Rewards (inclusive of the Custodian Service Fee) to a Custodial Account. You acknowledge and agree that Custodian Service Fees transferred to a Custodial Account pursuant to the Non-standard Flow shall be paid by Bitbuy to the Custodian.
2.4. Transfer of User Rewards. Upon receipt of Net Rewards in the Custodial Accounts, Bitbuy shall be entitled to withdraw a portion of the Net Rewards from the Custodial Accounts in payment of the Bitbuy Service Fee, following which Bitbuy will credit your Bitbuy Account with any remaining Net Rewards (“User Rewards”). After your Bitbuy account has been credited with User Rewards, you may request that Bitbuy stop staking any Delegated Crypto Assets and User Rewards. Following the passage of any unbonding period imposed by the Blockchain Protocol of the Supported Blockchain, you may trade Delegated Crypto Assets and any related User Rewards or withdraw Delegated Crypto Assets and any related User Rewards off the Platform, each in accordance with the Terms. You acknowledge that Crypto Assets and User Rewards may be unavailable to you during the unbonding periods and may be subject to other restrictions imposed by the Supported Blockchain. Bitbuy will not be liable for any losses, liabilities, damages, reductions in value or foregone opportunities incurred by you in connection with the events described in this Section 2.
2.5. Acknowledgment. You acknowledge that the transfer of Rewards is subject to the protocols of the Supported Blockchain and any variations to this Section 2 that may be set out in the Additional Staking Terms. You acknowledge that the transfer of Rewards by the Supported Blockchain is not guaranteed, that Bitbuy may not receive any Net Rewards, that you may not receive any User Rewards and that Bitbuy is not responsible in any way for any failure by the Supported Blockchain to transfer Rewards or for the loss, destruction or transfer of Rewards to an incorrect wallet address. Furthermore, nothing in this Addendum guarantees the optimization of Rewards.
2.6. Slashing Reimbursement. Bitbuy may, at its sole discretion, transfer Slashing Reimbursements it receives from the Custodian to you, less any administrative costs or expenses Bitbuy incurs in reimbursing you and other users.
2.7. Protocol Changes, Airdrops & Forks. You acknowledge that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of Bitbuy, and that, therefore, except as may be otherwise provided in this Addendum: (a) Bitbuy may respond to protocol changes, airdrops or forks in any way that Bitbuy determines appropriate in its sole discretion acting reasonably; (b) the exercise by a Staking Provider of any Voting Rights 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 to you under this Addendum; and (c) Bitbuy is not responsible for any losses, liabilities, damages or reductions in value in respect of Delegated Crypto Assets or otherwise suffered by you in connection with protocol changes, airdrops or forks. In the event that a Supported Blockchain undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the Additional Staking Terms if determined by Bitbuy in its sole discretion.
2.8. Voting Rights. You hereby acknowledge and agree that, unless otherwise determined by Bitbuy, any Staking Service Provider shall be entitled to exercise the Voting Rights associated with any Delegated Crypto Asset and User Rewards in its sole discretion.
3.1. Term, Termination and Survival. The term of this Addendum (the “Term”) commences on the Effective Date and shall continue in effect until terminated in accordance with the terms of this section. Either Party may, at any time and for any reason whatsoever, terminate this Addendum: (i) in your case, by terminating the delegation of all of your Delegated Crypto Assets using the facilities provided by the Platform; or (ii) in the case of Bitbuy, by terminating the delegation of the Delegated Crypto Assets in any manner whatever; in each case, the termination is subject to any restrictions on termination provided in the Additional Staking Terms and the terms of each Supported Blockchain. Upon any termination of this Addendum, Bitbuy will initiate unbonding of the Delegated Crypto Assets and Bitbuy will be entitled to withdraw all outstanding Service Fees under this Addendum from the Custodial Accounts. The following provisions will survive any expiration or termination of this Addendum: Section 1, 2, 4, 5, and 6.
4.1. Limitation of Liability. In no event will Bitbuy be liable to you or any other party for any incidental, indirect, consequential, special, exemplary or punitive damages or losses of any kind (including Missed Rewards, revenues or profits) arising from or relating to this Addendum, regardless of whether Bitbuy was advised, had other reason to know or in fact knew of the possibility thereof. Bitbuy will not be liable to you or any other party for any Missed Rewards or Slashing Penalties. Bitbuy’s aggregate liability for direct damages under this Addendum will not exceed the amount equal to the sum of the Service Fees collected under this Addendum during the period six months prior to the event giving rise to the liability. Without limiting the foregoing, Bitbuy will not be liable to you or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchain.
4.2. Indemnification. You will indemnify and hold Bitbuy, its affiliates, subcontractors, licensors and agents and their respective directors, offices, employees and representatives harmless from and against all damages arising from or related to any third-party claim arising from or related to your acts or omissions, including, without limitation, any breach of this Addendum.
5.1. Representations and Warranties of Bitbuy. You represent and warrant to Bitbuy, as of the Effective Date and each date on which you request that Bitbuy delegate Crypto Assets under this Addendum, that: (a) the execution, delivery, and performance of this Addendum by you: (i) does not and will not conflict with or violate any applicable law and (ii) does not and will not conflict with, violate or constitute a default under any contract, Addendum or commitment binding upon you; and (b) you have conducted your own due diligence and analysis of the Supported Blockchains and the matters provided under this Addendum in order to determine whether you wish to enter into this Addendum and delegate Crypto Assets in order that Bitbuy may perform the Staking Services.
6.1. Disclaimer. You acknowledge and agree that use of the Staking Services is at your sole risk. Bitbuy provides the Staking Services on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable law, Bitbuy disclaims all representations, warranties and conditions regarding the Staking Services or your use thereof, including, without limitation, any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. Bitbuy does not warrant that the Staking Services will meet your requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected.
6.2. Disclaimer for Ethereum. You understand, acknowledge and agree that any Delegated Crypto Assets staked to the Ethereum blockchain will not be available to be unbonded until the successful completion of the merger of the Ethereum Mainnet and Ethereum beacon chain (the “Ethereum Merger”). Following the successful completion of the Ethereum Merger, unbonding, delegating and withdrawal of the staked Crypto Assets will be subject to the Additional Staking Terms of the Ethereum blockchain.
6.3. Acknowledgement of Risk. You understand and agree that: (a) there are risks associated with the use, holding and staking of Crypto Assets and you represent and warrant that you: (i) have received, read and understood the risk statement published at Bitbuy’s website at https://bitbuy.ca/en/risk-statement/, which risk statement forms part of your agreement under this Addendum; (ii) fully understand and are knowledgeable and experienced with the nature, use, holding and staking of Crypto Assets and all related Blockchain Protocols; (iii) are capable of evaluating the benefits and risks thereof; and (iv) are capable of bearing the economic risk of using, holding and staking Crypto Assets, including, without limitation, the risk of loss or forfeiture of any staked Crypto Assets; (b) the continued ability to stake Crypto Assets or provide the Staking Services is dependent on many elements beyond Bitbuy’s control, including, without limitation, the publication of blocks, network connectivity, hacking or changes in technical elements and the Blockchain Protocols; (c) no regulatory authority has reviewed or passed on the merits, legality or fungibility of Crypto Assets or the use, holding or staking of Crypto Assets; (d) the staking of Crypto Assets or the use of Bitbuy’s Staking Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; and (e) Rewards are not guaranteed and may vary depending on many elements beyond Bitbuy’s control, including applicable Blockchain Protocols, and you are not relying on Bitbuy to generate any profits or return.