Effective date: 01/22/2022

These Terms of Service (these “Terms”) are a binding contract between you (also referred to herein as “you” and its variants, including “your” and “yours”) and CertHum, Inc. (“CertHum,” “we,”  and also “our” and “us”). By signing up for an account through our Website (if such feature is available), browsing the Website or Platform, taking any action on our Website or Platform, or by otherwise using our Services, you agree that you have read, understand, and accept all of the applicable terms and conditions contained in these Terms. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THESE TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES OR OUR PLATFORM.

These Terms include the provisions in this document as well as those in the Privacy Policy and any other policies mentioned herein, which are incorporated herein by this reference.  

All references to “you,” “your,” or “yours,” as applicable, mean the person who accesses or uses the Services, if an individual acting in their own personal capacity and for their own benefit. If a user accesses or uses the Services as an agent of or employee or representative of another person (e.g., an employer or customer), then the person on behalf of whom such action is taken is considered the user, and all references to “you” and “yours” and its variants shall be references to that other person.  In that case, the user represents and warrants that he/she/they has/have the requisite authority and power to bind that person to these Terms, and acceptance of these Terms by such individual shall mean acceptance of the Terms by that other person on whose behalf the user is acting.  

These Terms apply to your use of all of our offerings on or through our website located at www.certhum.com (the “Website”) and our platform accessible from the Website (the “Platform”), and all associated services and actions we may take in connection with your use of our Website or the Platform, including providing validation services to various blockchains (collectively, the “Services”).  The Services allow you to stake your digital assets to one or several of our partner blockchains or networks in exchange for staking rewards.  

Changes to Terms

We may amend or modify these Terms at any time by posting the revised terms on one of our Services, and/or providing you notice. The revised Terms shall be effective as of the time they are posted. Your continued use of the Services after the posting of the revised Terms constitutes your acceptance of such revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and/or close your account. 

No Advice; Private Keys; Risk of Staking

CertHum is a blockchain validator, and not an investment service.  You understand that there is risk inherent in staking your digital assets, and you accept that risk.  

CertHum does not provide financial, investment, legal, regulatory, accounting, tax, business, or other advice, and nothing in the Services should be construed as a solicitation or counsel for investment, or recommendation relating to any digital asset by CertHum, its affiliates, subsidiaries or any third party.  

You are responsible for maintaining the security of your own accounts and private keys at all times. We will never ask for your private keys. We will not hold any of your private keys at any moment and will not act as a custodian of your digital assets.

You will have the ability to stake digital assets to one or several networks or blockchains operated by us or one of our business partners.  The blockchains have their own rules about how such staking occurs, and you agree that all such staking is compliant with such rules and that you understand the risks inherent in staking digital assets.  This includes understanding blocking rules, freezing periods, that there may be reasons you are ineligible to receive staking rewards under certain circumstances, and that some blockchains have minimum balance requirements, among other rules.  

You acknowledge that the value of digital assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding, transferring, staking, delegating, or investing in digital assets. You accept all of this risk.

Financial Terms

You will receive staking rewards directly attributable to your staked digital assets after deduction of our fees and applicable taxes if any (unless you receive such reward directly from the network). When not paid directly from the network, you specifically authorize us to deduct and levy fees from the staking rewards that would be due to you based on your activities on the Services. If applicable, you will pay any taxes and any duties payable in respect of the fees due hereunder or otherwise arising in respect of your use of the Services. We may increase our fees at any time, although we will use commercially reasonable efforts to notify you of such changes by posting a notice to our Services.  All amounts paid to us are non-refundable.  

The yield and the payment frequency of staking rewards are dependent on the supported network protocol and may change at any time. Factors that are used by the supported network in determining staking rewards can include, among others, the inflation rate in the supported network, the amount of nominated stake behind a given validator, the total number of validators in the system, whether a validator is in the active validator set, if the validator has experienced any slashing penalties, and others. 

Some supported networks can impose slashing penalties on your staked digital assets if we fail to operate our Services in accordance with the applicable supported network protocol (e.g., over-delegation, double-validation, lack of availability). You understand and accept the risk of loss of some or all of your staked digital assets if a slashing event were to occur.  You understand and acknowledge that you may also lose your staking rewards. You acknowledge and agree that we will not compensate you for missed staking rewards, lost or devalued digital assets, and/or slashing penalties. 

We reserve the right to modify our fee structure at any time, upon notice to you through the Services.  Your continued use of the Services after such notice is posted constitutes acceptance of the new terms.

Pease do not send us any funds or digital assets directly!  If you do, we will try to return them to you if you so request, as receipt of such assets are not part of our Services, but we cannot guarantee that this will be done, or that we will send the funds or assets correctly.  You hold us harmless from and against any such transfers you engage in.  

User Account Registration

We reserve the right to withdraw or amend any Service, and material or options we provide thereon or therethrough, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services to users, including registered users.

 You are responsible for:

• Making all arrangements necessary for you to have access to the Services.

• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and the terms of each blockchain you engage with or stake digital assets to, and comply with them.

To access the Services or some of the resources they offer, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide to us is correct, current, and complete. You may need to complete certain verification procedures before you are permitted to use the Services. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, and information regarding your digital assets and/or wallets. You agree that all information you provide to register with the Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If a user chooses, or are provided with, a user name, password, or any other piece of information as part of our security procedures, it is your responsibility to ensure that the user treat such information as confidential, and not disclose it to any other person or entity. You also acknowledge, and will ensure that your users understand, that the account is personal to the particular user only.  Each user agrees not to provide any other person with access to the Services or portions of it through the use of their access credentials. You agree to notify us immediately of any unauthorized access to or use of any user name or password or any other breach of security associated with your accounts. You also agree to ensure that each user exits from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or your user, or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you or your users have violated any provision of these Terms.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Supported Digital Assets 

Your account is intended solely for use of supported digital assets as designated on the list available our Platform, which list may be amended from time to time and as determined in our sole discretion. Under no circumstances should you attempt to use your account or the Services with respect to digital assets we do not support. 

We only support protocols specifically listed on our Platform as included in the Services.  If not listed specifically on our Platform, we do not support it.  Any attempts to engage in any activities we do not support may result in loss of your assets. 

No Control over Digital Asset Protocols

We do not own or control the underlying software protocols which govern the digital assets supported on our Platform. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules, which we do not control.  Any such operating changes may materially affect the availability or value of the digital assets you own. It is your responsibility to research and understand upcoming operating changes so that you can make decisions about how and when to stake digital assets.  You acknowledge and accept the risks of operating changes to digital asset protocols and agree that CertHum is not responsible for such operating changes and not liable for any loss of value or missed rewards you may experience as a result of such changes in operating rules. 

If operating changes made to protocols affect our Services, we reserve the right to take any steps as may be necessary to protect the security and safety of our Services, including temporarily suspending operations for the involved asset(s).  You acknowledge and accept that we have sole discretion to determine our response to any operating change and that we have no responsibility to assist you with any effects they may have on your assets.

Digital Asset Custody and Ownership

You bear all risk of loss of such digital assets. You must always retain control over the private keys associated with your digital assets. Our Services are non-custodial and we do not take custody of or control your digital assets, nor do we have the ability to withdraw, transfer, buy, or sell your assets.  Title and risk of loss of the digital assets remains with you at all times.

None of the digital assets staked with CertHum or otherwise used in connection with the Services are the property of, or shall or may be loaned or transferred to, CertHum. 

We may require you to disclose to us (or grant us permission to create on your behalf) non-custodial private keys associated with the blockchain addresses for your digital assets as may be required in connection with our performance of the Services. Whether this is necessary or not will depend on the requirements of each network protocol, determined in each network protocol’s sole discretion.  We do not control such requirements but are required to comply with them.  If you fail to provide any information or access we need to provide our Services, your digital assets may be affected or lost.  

User Representations and Warranties. You represent and warrant that:

• If you are an individual, you are of legal age to form a binding contract;

• You will comply with all laws that apply to you in your use of the Services;

• You will not share or allow access to your account credentials for our Services with anyone. 

• You agree that, in connection with the Services, you are not permitted to engage in any activities in certain countries (including North Korea, Cuba, Iran, Sudan, Syria, and Crimea) that are the subject or target of any U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties list, including those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control of the U.S. Department of Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce, or the U.S. Department of State, the United Nationals Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”); and

• Neither you nor or any of your affiliates, or subsidiaries nor any of you or your affiliates or subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions.

You further represent, warrant, and agree that you will not contribute any content or otherwise use the Services or interact with the Services in a manner that:

1. infringes or violates the intellectual property rights or any other rights of anyone else (including ours);

2. violates, or assists in violation of any law, statute, ordinance, or regulation, including, without limitation, any applicable export control laws, privacy laws, or sanctions programs, or which involves proceeds of any unlawful activity; or that results in the publication, distribution or dissemination any unlawful material or information;

3. is dangerous, harmful, fraudulent, deceptive, threatening, harassing, or defamatory;

4. jeopardizes the security of your account or anyone else’s account or digital assets;

5. attempts, in any manner, to obtain the password, account, or other security information from any other user;

6. violates the security of any computer network, or cracks any passwords or security encryption codes;

7. creates any form of “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services or underlying infrastructure);

8. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or content (through use of manual or automated means);

9. impersonates or attempt to impersonates CertHum or any of its employees, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

10. restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm CertHum or users of the Services or exposes them to liability;

11. copies or stores any significant portion of the Platform or Website content; or

12. decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

Additionally, you agree not to:

13. use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services;

14. use any device, software, or routine that interferes with the proper working of the Services;

15. introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

16. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services exist, or any server, computer, or database connected to the Services;

17. copy, mirror or otherwise attempt to replicate or reproduce any portion of the Services, including the Content;

18. attack the Services or any portion thereof via a denial-of-service attack or a distributed denial-of-service attack; or

19. otherwise attempt to interfere with the proper working of the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Intellectual Property

The CertHum company name, and all related names, logos, product and service names, designs, and slogans are trademarks of CertHum or its affiliates or licensors. You must not use such marks without the prior written permission of CertHum. All other names, logos, product and service names, designs, and slogans on this Services are the trademarks of their respective owners.

As between you and CertHum, CertHum owns all right title and interest in the Services in all of its forms and in all formats. The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and other information and materials (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. 

Subject to these Terms, CertHum grants to you a worldwide, non-exclusive, non-sublicensable, revocable and non-transferable, limited license to use the Content solely for purposes of, and to the extent necessary in connection with, using the Services. Use, reproduction, modification, distribution, or storage of any Content for any other purpose is expressly prohibited without our prior written consent in each instance. 

You access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services.

While we try to maintain the information in our Services up to date, all Content is subject to change without notice. 

We do not undertake to review material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. 

Feedback

You may also provide us with any feedback, suggestions for improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, “Feedback”).  When you do, you hereby grant CertHum and its affiliates and their respective service providers and licensees, a royalty free, perpetual, fully paid up, sublicensable, transferable license to translate, modify, reproduce, perform, display, publish, create derivative works of, and otherwise take actions with respect to such Feedback, to enable us to operate the Services, to make that Feedback accessible to all users of the Services, and otherwise to operate our business, including to improve or modify the Services using such Feedback.  You agree that you are not entitled to any fees or compensation for providing such Feedback, even if we use it.  

Termination

You can stop using the Services at any time.  

We are also free to terminate (or suspend access to) your account and/or your use of the Services for any reason in our sole discretion, without prior notice. 

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Warranty  Disclaimer

Neither CertHum nor our licensors, suppliers, partners, affiliates, nor each of our or their respective officers, directors, members, employees, consultants, employees, contractors, representatives and agents, and each of our and their respective successors and assigns (collectively, the “CertHum Parties”) makes any representations or warranties concerning the Services, including without limitation any Content contained in or accessed through the Services. THE SERVICES AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation on Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE CERTHUM PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF DILGITAL ASSETS OR STAKING REWARDS, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE LESSER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO US IN CONNECTION WITH THE SERVICES IN THE THREE (3) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

If there is a dispute between users of our Services, or between users and any third party, you agree that we are under no obligation to become involved. You hereby release the CertHum Parties from all claims, demands, costs, expenses, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”

Indemnity

To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold the CertHum Parties harmless from and against any and all claims, liabilities, damages, losses, costs and expenses (including attorneys’ and legal fees) arising from or in any way related to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. 

Assignment

Except as permitted herein, you may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent or notice to you. 

Governing Law and Jurisdiction  

All matters relating to the Services and these Terms (including the Privacy Policy), and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the city, county and State of New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country, if you are not a U.S. resident. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration  

At CertHum’s sole discretion, it may require you to submit any disputes arising from the use of the Services, or under these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THESE TERMS, OUR SERVICES (OR ANY PORTION OR ALL OF THE FOREGOING), INCLUDING THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. 

THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Waiver; Severability; Four Corners

The failure of either of us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. 

If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. 

You and CertHum agree that these Terms (including any other policies and documents referenced herein) are the complete and exclusive statement of the mutual understanding between you and us, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. 

Your Comments and Concerns  

The Services are operated by CertHum, Inc.

All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means set out therein.

All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: contact@certhum.com.