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STAKING NODE SERVICES REFERRAL AGREEMENT
READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE", YOU ("AFFILIATE") ARE ENTERING INTO A LEGAL AGREEMENT WITH STAKED SECURELY, INC., A DELAWARE CORPORATION ("Staked").
A. Staked is
engaged in the business of providing Staking Nodes Services (as defined below) to
holders of cryptocurrency;
B. Affiliate wishes to make introductions to holders of cryptocurrency that will make use of the Staking Nodes Services.
C. Staked is willing to compensate Affiliate for such
introductions upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the parties agree as follows:
Blockchain means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.
Cryptocurrency means a digital currency,
operating independently of a central bank, in which encryption techniques are
used to regulate the generation of units of currency and verify the transfer of
Referred Client means a holder of
Cryptocurrency or a business that provides services to holders of Cryptocurrency
that Affiliate introduced to Staked and who established business with Staked in
a pre-approved fashion by Staked.
Client Funds means the Cryptocurrency funds held by Referred Client.
Net Revenue means Staking Rewards minus any Slashing Penalties assessed, if applicable.
Pooled Staking Service means the Staked Service that runs Staking Nodes for Supported Protocols and
allows investors to Stake their Cryptocurrency holdings in exchange for a
percentage of the Net Revenue generated from Staking.
Slashing Penalty means any penalty assessed by the Cryptocurrency for
unavailability or slow, incorrect or malicious performance.
Staking or to Stake means committing
Cryptocurrency holdings as a monetary guarantee of the correct and performant
operation of a designated Staking Node.
Staking Nodes means the collection of server hardware and software required to
maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks.
Staking Node Services or the Services means the Pooled Staking Service operated by Staked.
Staking Rewards means all Cryptocurrency
generated by operating Staking Nodes, including, but not limited to, block
rewards, endorser rewards, transaction fees and any other direct payments as a
result of operating a Staking Node.
Supported Protocol means a Cryptocurrency for which Staked operates Staking Nodes.
Affiliate Payments means the percentage of Net Revenue paid to Affiliate as set forth in Section 2(c).
2. Staked Responsibilities.
a. Staking Node Services. During the Term, Staked will provide the Staking Node Services
to Referred Clients in accordance with mutually agreeable services agreements.
b. Server Procurement, Setup & Maintenance. Staked will determine, in its sole discretion, the network and server
requirements to reliably operate Staking Nodes. Staked is solely responsible
for all costs associated with procuring, installing and operating the Staking
c. Revenue Share Payments: Staked will pay Affiliate
fifty percent (50%) of Net Revenue directly attributable to Affiliate Referrals
for the first three (3) months of Staked's
relationship with Client and twenty-five percent (25%) for the next nine (9) months. All Revenue Share Payments will be made in the same
Cryptocurrency in which the Client Funds or End User Funds are denominated.
d. Reporting: Staked will provide regular
reports, no less frequently than monthly, detailing the performance of the
Services to Affiliate. Such reports will provide sufficient detail to
enable the accurate calculation of Net Revenue.
e. Taxes: Affiliate shall be responsible for payment
of all applicable taxes, if any, to which the Revenue Share Payments might be
subject and any and all other taxes which may apply to Affiliate; Staked makes
no representations in this regard. Affiliate agrees to indemnify and hold Staked
harmless against any taxes, including penalties, duties and interest levied by
any government on the Revenue Share Payments.
a. Approved Marketing Materials and Documentation. During the Term, Affiliate agrees that it
will only distribute documentation or describe the Services to potential Clients in a manner that has been approved by Staked. If Affiliate wishes to distribute different
documents, such documents will need Staked's prior
b. Non-solicitation. During the Term and for twelve (12) months
after any termination of this Agreement, Affiliate will not, directly or
indirectly, solicit or induce any Staked Client to terminate or reduce its
relationship with Staked.
c. Approved Methods. Affiliate agrees that it will not violate the terms of service of any third-party website,
repeatedly post referral links and marketing materials, or other behavior that may harm Staked's reputation, in Staked's sole discretion, to recruit Referral Clients. Any violation of this section is grounds for immediate termination and any Revenue Share from such Referred Clients may be withheld.
d. Prohibited Activity. Affiliate agrees that it will not, knowingly or unknowingly, attempt to receive commission for referring a Client multiple times. Such activity is grounds for immediate termination, and Affiliate will not receive any commission payments for such activity.
5. Term and Termination
a. Term. This Agreement will commence upon the Effective Date unless terminated earlier as set forth below, and terminate on the one year
anniversary of the Effective Date (the 'Initial
Term). Thereafter, the Agreement will automatically renew for
successive twelve (12) month periods (each, a 'Renewal
Term'), unless either party provides written notice to the other of its
desire to terminate no later than sixty (60) days
prior to the expiration of the then-current term. As used herein, 'Term' means the Initial Term plus any Renewal Term(s).
b. Termination. Either party can terminate this
agreement for any reason, or no reason whatsoever, upon written notice. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice describing
the breach in reasonable detail. Either party may terminate this agreement on
30 days notice for any reason, or for no reason whatsoever.
c. Effect of Termination. Upon termination or expiration of this Agreement: i) all rights and obligations of both parties, including
all licenses granted hereunder, shall immediately terminate, (ii) ii) each
party will destroy all Confidential Information and other materials of the
other party in its possession and (iii) Sections 4, 7 (c), 8, 9 and 14, together with any payment
obligations existing as of the effective date of termination, will survive.
The parties acknowledge that the terms of this Agreement will be
confidential. The parties further
acknowledge that, in the course of performing duties under this Agreement, each
party may obtain from the other party data or information of a confidential or
proprietary nature, including know-how and trade secrets, relating to the
business, the affairs, the development projects, or current or future products
or services of such party ('Confidential
Information'). Data or
information will be considered Confidential Information if: (a) a party has
marked it as such; (b) a party, orally or in writing, has advised the other
party of its confidential or proprietary nature, or (c) due to its character
and nature, a reasonable person under like circumstances would treat it as
confidential. Neither party will either (i) publish,
disclose or otherwise divulge any of the other party's Confidential Information
to any person, except its officers, employees or agents with a need to know who
are under a contractual or professional duty to maintain the confidentiality of
such information consistent with the obligations imposed hereunder; or (ii)
permit its officers, employees or agents to divulge any of the other party's
Confidential Information without the express prior written consent of the other
party. The receiving party will
protect the disclosing party's Confidential Information with the same degree of
care that the receiving party protects its own information of a similar nature,
but in no event less than reasonable care. Neither party will use the other party's Confidential
Information except in the course of performing its duties under this Agreement. The foregoing obligations will not
apply to any Confidential Information that (1) is already known to the
receiving party; (2) is or becomes publicly known through no wrongful act of
the receiving party; (3) is independently developed by the receiving party
without benefit of the disclosing party's Confidential Information; (4) is
received from a third party without similar restriction and without breach of
any obligation of confidentiality; or (5) is required or reasonably necessary
to be disclosed to comply with laws, statutes, regulations, orders, and other
governmental rules. Additionally,
neither party will be prohibited from disclosing the terms and conditions of
this Agreement to financial institutions when required to obtain financing or
to a third party involved with a potential merger or acquisition (either as
target or acquirer). The obligations of confidentiality described above will
expire three years after the expiration or termination of this Agreement.
7. Representations and Warranties.
Representations and Warranties by Staked. Staked represents and warrants to Client that: (i) it has the
power and authority to enter into this Agreement, (ii) entering into this
Agreement will not be a breach or violation of any other contract or agreement
to which Staked is bound, (iii) it provides the Services using commercially
reasonable care and skill in accordance with the service levels outlined in
Exhibit A hereto.
b. Representations and Warranties by Client. Client represents and warrants to Staked that: (i) it has the power
and authority to enter into this Agreement, and (ii) entering into this
Agreement will not be a breach or violation of any other contract or agreement
to which Client is bound.
c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION
7, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL
WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE
SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 7(a), THE SERVICES ARE PROVIDED TO CLIENT
ON AN 'AS IS' AND 'AS AVAILABLE' BASIS, AND ARE FOR COMMERCIAL USE ONLY. Client
understands that while Staked employs measures to ensure that the Services are
accessible 24 hours a day/7 days a week, Staked cannot guarantee the
uninterrupted or error-free operation
of the Services or that Staked will correct all defects or prevent
third party disruptions or unauthorized third party access. In the
event of any inaccessibility of the Staked Services, Staked's sole liability and obligation
will be as described in Exhibit A, which is hereby incorporated by reference. Staked
warranties will not apply if there has been misuse, modification, damage not
caused by Staked, failure to comply with instructions provided by Staked, or if
otherwise stated in in Exhibit A. Non-Staked services
are sold under the Agreement as-is, without warranties of any kind. Third
parties may provide their own warranties to Client.
8. Limitation of Liability.
STAKED'S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL
NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO
THE NET REVENUES ACTUALLY RECEIVED BY STAKED IN THE PRIOR 12 MONTHS WITH
RESPECT TO THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE
BASIS OF THE CLAIM. STAKED WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL,
EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS,
BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS
APPLY COLLECTIVELY TO STAKED, ITS AFFILIATES, CONTRACTORS AND END USERS.
9. Indemnification. Affiliate agrees to indemnify,
defend and hold harmless Staked, its partners, agents, officers, directors and
employees, from and against any loss, cost, expense, claim, injury or damage
(including, without limitation, reasonable attorneys' fees and expenses)
(collectively, 'Losses') incurred
due to third party claims arising from any breach by Affiliate of any
representation, warranty, or provision in this Agreement. Staked shall indemnify, defend and hold
Affiliate harmless from and against any Losses incurred due to third party
claims arising from any breach by Staked of any representation, warranty, or
provision contained in this Agreement.
10. Relationship of Parties. Neither this Agreement, the
relationship created between the parties hereto pursuant to this Agreement, nor
any course of dealing between the parties hereto is intended to create, or
shall create, an employment relationship, a joint venture, partnership or any
similar relationship. Each party is solely responsible for the payroll taxes,
workman's compensation insurance, and any other benefits owed to their own
11. Publicity. Neither party will issue any press releases or
make any other public disclosures regarding this Agreement or its terms or the
nature of the parties' relationship without the other party's prior written
12. Assignment. This
Agreement and the rights hereunder are not transferable or assignable without
prior written consent of the non-assigning party; provided, however, that this
Agreement may be assigned by a party (a) to a person or entity who acquires
substantially all of such party's assets, stock or business by sale, merger or
otherwise and (b) to an affiliate of such party.
13. Compliance With Laws. Each party shall comply, at its own expense,
with all statutes, regulations, rules, ordinances, and orders of any
governmental body, department or agency that apply to or result from its
obligations under this Agreement. If Affiliate receives any notice or becomes
aware of any violation of any law, statute, rule, regulation or ordinance with
respect to the Services hereof, Affiliate shall promptly notify Staked of such
notice or violation.
14. General Terms.
a. This Agreement (and any
Exhibits hereto) constitutes the entire agreement between the parties with
respect to the subject matter hereof. Staked may make changes to this agreement at any time, such changes to be posted on its website.
b. This Agreement will be
governed and interpreted in accordance with the laws of the State of Massachusetts
without reference to conflicts of laws principles.
c. Staked will not be
liable for any delay or failure to perform any of its obligations set forth in
this Agreement due to causes beyond its reasonable control.
d. No failure of either
party to enforce any of its rights under this Agreement will act as a waiver of
e. Neither party will bring
a legal action arising out of or related to the Agreement more than two years
after the cause of action arose.
f. If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
then such provision(s) shall be excluded from this Agreement, and the balance
of the Agreement shall be enforceable in accordance with its terms.
g. Any notice, demand or
request required or permitted to be given under this Agreement shall be in
writing and shall be deemed sufficient when delivered personally or by
overnight courier or sent by email, or 48 hours after being deposited in the
U.S. mail as certified or registered mail with postage prepaid, addressed to
the party to be notified at such party's address as set forth on the signature
page, as subsequently modified by written notice, or if no address is specified
on the signature page, at the most recent address set forth in Staked's books and records. Notice will be effective on
h. Headings and captions
are for convenience only and are not to be used in the interpretation of the