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GoldPro Staking Terms and Conditions

1. Acceptance of Terms

These Terms (the “Terms”) govern the Client’s use of the IPMB Staking Service (the “Service”). By accessing or using the Staking Service, the Client agrees to comply with these Terms, all applicable laws, and the policies referenced herein. Access to and use of the Staking Service is contingent upon the Client’s acceptance of these Terms and other applicable terms.

The Client should not proceed to use the Staking Service if they do not agree with the applicable terms.

2. Definitions

Company: means IPMB BULLION s.r.o., incorporated and registered in Czech Republic, with company number 19796901 and registered office at Chudenika,15/30, Prague, Czech Republic that provides the Staking Service.

Client: The person (legal or natural) using the Staking Service.

GPRO Token: The crypto-asset (fungible token) issued by IPMB as described in the Company’s whitepaper.

Client Wallet: A distributed ledger wallet owned and controlled by the Client, connected to the Staking Service for staking purposes.

Smart Contract: A self-executing contract with relevant terms of the agreement directly written into Solidity code and deployed on a blockchain network. 

Staking Smart Contract: A Smart Contract that locks staked GPRO Tokens for the Staking Period; IPMB does not hold custody over these tokens or ownership of the blockchain network the smart contract is deployed on. Any reference in these Terms to Smart Contract should mean both or any of the Staking Smart Contract and GEM NFT Smart Contract, unless otherwise explicitly stated or required by context. 

GEM NFTs: GEM non-fungible tokens backed by physical gold as described in the Company’s whitepaper.

GEM NFTs Smart Contract: A Smart Contract  that governs the creation, issuance, and management of GEM NFTs. This contract facilitates the conversion of GPRO Tokens into GEM NFTs, enforces predefined rules, and ensures the secure and transparent execution of all related transactions.

Discounts: The discounts earned from staking GPRO Tokens as described in the Company’s whitepaper. Any discount(s) are returned in GPRO tokens to the Client’s Wallet via the Smart Contract.

Staking Service: The service allows the Client to stake GPRO Tokens to receive Discounts.

Staking Period: The predefined duration for which GPRO Tokens are locked in the staking process to earn Discounts .

Unstake Period: The minimum duration that must elapse before a client can initiate a withdrawal request. The minimum duration will be displayed on the WebApp.

Web App: The web application providing the Staking Service, accessible through a web browser at the domain https://console.ipmb.com/.

Gas Fees: The transaction fees paid by users to perform operations on a blockchain network. Gas Fees are typically required to compensate network participants (e.g., miners or validators) for the computational resources used to process and validate transactions or execute smart contract operations. These fees are determined by the blockchain network and may fluctuate based on network congestion and other factors. They are typically paid in the network’s native token.

Platform Fees: Fees charged by the Company for processing Client requests or transactions. These fees are determined solely at the Company’s discretion. If applicable, Platform Fees will be transparently disclosed to the Clients at the time of staking through the Web App and/or on the Company’s website.

3. Staking Service

3.1. Provision of the Staking Service

The Company agrees to make the Staking Service available to the Client in accordance with these Terms. The Client’s access to and use of the Staking Service is contingent upon compliance with these Terms and any additional policies referenced herein.

3.2. Use Restrictions

The Client’s use of the Staking Service is subject to the following restrictions:

  • Personal and Non-Transferable Use: The Staking Service is provided exclusively for the Client’s personal, non-commercial use, or, where applicable, for the Client’s internal business purposes. The Client is prohibited from transferring, assigning, or sublicensing any rights associated with the Staking Service to any third party without the Company’s prior written consent.

  • No Malicious Activity:
    The Client must not:
    • Introduce malware, viruses, worms, or any other harmful software into the Staking Service or the Company’s system or the Smart Contract.
    • Circumvent, disable, or interfere with the security features or functionality of the Staking Service.
    • Engage in activities that disrupt or damage the Staking Service, the Smart Contract, or its associated systems.

  • No Unauthorised Access or Automation:
    The Client must not:
    • Attempt to gain unauthorised access to any part of the Staking Service, the Smart Contract, or related systems.
    • Use bots, scripts, or other automated means to interact with the Staking Service without prior explicit written consent from the Company.

  • No Misuse of Content: The Client must not copy, manipulate, modify, or distribute any data, content, or intellectual property made available through the Staking Service without prior explicit written consent from the Company.

  • Compliance with Laws: The Client agrees to comply with all applicable laws, regulations, and industry standards in connection with the use of the Staking Service, including but not limited to Anti-Money Laundering (AML) and data protection laws like the General Data Protection Regulation (GDPR).

3.3. Breach of Restrictions

The Company reserves the right to suspend or terminate the Client’s access to the Staking Service, take enforcement actions, or implement measures deemed necessary or appropriate to ensure compliance with its legal obligations, regulatory authority directives, court orders, or other valid orders.

3.4. Eligibility Requirements

The Staking Service is available exclusively to Clients who successfully complete KYC (Know Your Customer) and AML (Anti-Money Laundering) verification in accordance with applicable laws, regulations, rules, and standards, including but not limited to EU and Czech laws and regulations. This process includes internal compliance checks and automated checks conducted using third-party services, as well as any additional checks the Company may choose to implement at its sole discretion. Upon approval, Clients are granted access to the Staking Service through functionality provided by the Web App, which requires connecting their Client Wallet to the service.

Without limiting the above, the Client is prohibited from using the Staking Service and they must not use the Staking Service if they are:

  • A citizen or resident of the United States, or currently located in the United States.
  • A resident, citizen, or located in a jurisdiction where the use of the Staking Service is restricted, prohibited, or otherwise limited by applicable law or regulation.
  • A resident or citizen of a country or region that is subject to comprehensive sanctions under applicable laws or regulations (e.g., Sanctions administered by the United Nations, EU sanctions, United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) sanctions).
  • Listed on any sanctions-related list of prohibited persons, including but not limited to the EU Consolidated List of Persons, the OFAC Specially Designated Nationals and Blocked Persons List, or similar lists.

3.5. Non-Custodial Nature of Service

The Company does not provide custody services. The Staking Service is non-custodial. The Company merely makes a Smart Contract available for staking purposes. The Client’s tokens remain with the Client and are locked directly through a smart contract function via an action performed solely by the Client via the Client’s Wallet. The Company provides access to the smart contract deployed at 0x97015969398A4f0DeB2021a7FC457a5a3B8B3A93 (here) as displayed in the Company’s documentation, and the Client independently initiates staking by authorising their Client Wallet to interact with the Smart Contract. The Company accepts no liability for any funds lost, compromised, or any other damages whatsoever arising from the Client’s interaction with any smart contract other than the specified Smart Contract, whether such interaction occurs due to error, fraud, or any other reason

The Client is only able to use the Staking Service by connecting/associating their Client Wallet to the Web App that interacts with the Smart Contract. The Client is solely responsible for downloading and/or installing a supporting Client Wallet and for safe keeping the seed phrase or other private keys associated with the Client Wallet. The Client will not be able to participate in any Staking other than through a Client Wallet.

3.6. Staking Process and Lock-Up Period

When tokens are staked, they are locked within the Smart Contract for the selected period, the Staking Period, as determined in the relevant pool to which the Client connects the Client Wallet. During this period, the Client will not have access to their staked tokens for transfer, withdrawal or similar actions, and their ability to use the tokens for other purposes may be limited or restricted in part or in whole.

3.7. Discounts

The Client may earn Discounts by staking GPRO Tokens in relevant staking pools. The Company reserves the right to: 

  • unilaterally impose staking limitations and restrictions on the total GPRO Tokens eligible for staking per Client Wallet 

  • modify these limitations at its sole discretion, with any changes taking effect immediately upon posting on the Company’s website or the relevant staking pool details.

3.8. Withdrawals

Clients may withdraw their staked GPRO Tokens from a staking pool after the minimum Unstake Period has expired by initiating a transaction on the blockchain network (via the Client’s Wallet) and covering the required gas fees. The Unstake Period for each pool is predefined and communicated to clients at the time of staking via the Web App.

3.9. Discontinuance of Staking Service 

The Company may at any time in its sole discretion discontinue the Staking Service. Upon discontinuance, the Client will only be entitled to their GPRO Tokens and any applicable accrued Discounts in GPRO Tokens. 

3.10. Minimum Staking Requirement 

The Client must stake a minimum number of GPRO Tokens for specified Staking Periods to unlock the relevant Discounts. These Minimum requirements are communicated to the Clients for each staking pool at the time of staking via the Web App.

4. Additional Terms Apply

The use, sale, redemption, transfer, or any other transactions involving GEM NFTs and GPRO Tokens are governed by the applicable Terms and Conditions and the provisions outlined in the whitepaper available on the Company’s website. Clients are advised to review these Terms and the whitepaper carefully before staking any GPRO Tokens through the Staking Service.

5. Risks

The Client acknowledges and accepts that staking involves significant risks, including but not limited to:

5.1. Security Risks

  • Loss of private keys, wallet credentials, or unauthorised access to the Client Wallet, which may result in the permanent loss of staked tokens and discounts.

  • Exposure to hacking, phishing attacks, or other security breaches affecting the Smart Contract or Client Wallet.

5.2. Blockchain and Transaction Risks

  • Staking occurs on a decentralized blockchain network. The Client acknowledges that the Staking Service provided interacts with an Ethereum Virtual Machine (EVM)-compatible network, and blockchain operations are dependent on its functionality.

  • The Client’s Wallet address and transaction details, such as amounts staked, may be publicly visible due to the transparent nature of the blockchain.

  • The gas fees required for performing on-chain transactions are likely to fluctuate due to blockchain network dynamics. 

5.3. Technical and Operational Risks

  • Vulnerabilities, bugs, or technical errors in the Smart Contract, blockchain network disruptions, or unforeseen technical errors may lead to delays, token losses, inability to access staked GPRO Tokens and Discounts, or wallet compromise. Since the tokens during staking are locked within the Smart Contract, relevant technical issues may lead to total and permanent loss of the Client’s tokens.

  • Risks related to third-party protocols or subcontractors, including insolvency, performance failures, or disruptions beyond the Company’s control.

  • Unforeseen disruptions, including but not limited to, force majeure events, software failures, or Company decisions may result in modification or discontinuation of the Staking Service.

  • The Service may experience cyber-attacks, technical failures, or unanticipated increase in activity, which could result in disruptions or delays. The Company does not guarantee uninterrupted or error-free access to the Staking Service.

5.4. Staking and Liquidity Risks

  • The act of staking GPRO Tokens locks them for the duration of the Staking Period restricting the Client’s ability to transfer, trade, or otherwise access the staked tokens until the expiry of the Unstake Period. This may result in limited or no liquidity during this period.

  • Staking does not guarantee that the Client will achieve better outcomes compared to not staking their GPRO Tokens. While discounts may be earned during staking, factors such as opportunity costs and restricted token access could offset potential benefits. The Client is solely responsible for evaluating all risks associated with staking and making an informed decision, entirely at their own discretion, to use the Staking Service.

5.5. Regulatory and Legal Risks

  • Changes in laws or regulations may affect the legality, usability, or value of GPRO Tokens and related Discounts.

  • Changes in laws or regulations in the EU may affect staking and the availability of the Staking Service by the Company to users, as staking may be subject to EU regulatory monitoring, review, and changes. The Company may be required to adapt, change, or discontinue its services to ensure compliance with applicable law. 

  • The regulatory status of staking and blockchain technology may be uncertain, unclear or unsettled in some jurisdictions and it may be dynamic and developing in other jurisdictions. It is difficult to predict how or whether authorities will regulate such technologies. It is likewise difficult to predict how or whether any authority may make changes to existing laws, regulations and/or rules that will affect staking, blockchain technology and its applications. Such changes could negatively impact on the Staking Service in various ways.  The Company may cease the operation of the Staking Service in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

  • Taxation of staking discounts may vary by jurisdiction, and Clients are responsible for complying with applicable tax obligations.

  • The Client acknowledges and agrees that it is their sole responsibility to determine whether the use of the Staking Service, including the staking of GPRO Tokens or participation in related activities, complies with applicable laws and regulations in their jurisdiction.

  • The Company is not responsible for any legal or regulatory consequences arising from the Client’s use of the Staking Service in jurisdictions where such activities may be restricted, prohibited, or otherwise subject to legal constraints. The Client assumes all risks associated with ensuring compliance with local laws, including any penalties, fines, or other consequences resulting from non-compliance.

5.6. Third-party Risks

  • The Staking Service relies on third-party services, such as wallet providers for the Client Wallet, node providers, and the blockchain network, over which the Company has no control. Failures, errors, or vulnerabilities in these third-party services may result in transaction failures, delays, or asset loss.

  • The Staking Service is non-custodial, and the Company does not store or control tokens, NFTs, or wallet private keys. The Client is solely responsible for managing and securing their digital assets, and wallet private keys or seed phrases.

5.7. Assumption of Risk

By staking GPRO Tokens, the Client expressly assumes all risks outlined above and all other reasonable risks and agrees that the Company shall not be held liable for any resulting losses, damages, or inability to access staked tokens or discounts or any other loss of property.

6. Client Wallet Responsibility and Security

6.1.

The Client is fully responsible for the security of their private wallet, managing private keys or seed phrases, and ensuring wallet compatibility with the Staking Service, and ensuring transaction management. The Company has no access to, and does not manage, Client private keys or seed phrases or Client’s wallet security.

6.2.

Connecting a private wallet to the Company’s Web App and services entails risks, including unauthorised access, wallet compromise, and transaction errors. Without limitation to the disclaimers herein, the Company disclaims any liability for losses arising from Client’s wallet security issues, transaction execution errors, or any other wallet-related issues or losses.

6.3.

All staking actions, including locking and burning GPRO Tokens, require explicit authorisation by the Client via the Client’s Wallet. Once a transaction is authorised, and propagated to the blockchain network it is final and cannot be reversed or altered.

6.4.

The Client is solely responsible for ensuring the Client wallet has a sufficient balance of relevant tokens to cover Gas Fees associated with staking, unstaking, and other transactions. These gas fees are determined by the blockchain network and are subject to network conditions outside the Company’s control. The Company shall not be held responsible and will not reimburse or compensate any party for failed transactions caused by insufficient funds, Gas Fees, or other wallet-related issues.

7. Token Access Limitations and Non-Transferability

7.1. No Access to Staked Tokens:

The Client will have no access to, and will not be able to withdraw or transfer their staked Tokens during the Unstake Period, meaning unstaking/withdrawing tokens is only permitted after the Unstake Period has been completed. Early unstaking is subject to clause 8 below. Please read the terms of early unstaking carefully.

Access to token and relevant restrictions are governed by the conditions set forth in the applicable Smart Contract. The Smart Contract ensures that all restriction conditions are transparent, adhered to, and automatically executed according to the agreed staking terms. Once tokens are staked, the Smart Contract enforces the relevant terms automatically. The Company cannot lift the restrictions or release the tokens unless the Smart Contract executes such actions based on the agreed terms, as set forth herein and on the WebApp.

7.2. Non-transferable Staking Right:

The staking rights associated with the Client’s Wallet are personal and non-transferable. The Client cannot transfer, assign, sell, or dispose in any way  their staking rights or benefits to any third party, including any Discounts.

8. Completion of Staking Period and Early Unstaking

8.1. Release of Tokens and Discounts

Upon the expiration of the Staking Period, the Client has the option to either unstake/withdraw or  request conversion of the staked GPRO Tokens to GEM NFTs through the Client Wallet and the Web App. 

If the Client chooses to proceed:

  • with unstaking/withdrawing their GPRO Tokens, they acknowledge, agree, and accept that they forfeit and permanently lose the staking benefits, i.e., Discounts. Upon initiating the unstake/withdrawal request, the tokens will be returned back to the Client Wallet via the Staking Smart Contract, subject to any applicable terms of release.

    or

  • with the conversion, they must initiate the conversion request through their Client Wallet which triggers interaction with the GEM NFT Smart Contract. Upon finalization of the transaction on the blockchain, any applicable Discounts will be refunded to the Client Wallet in GPRO Tokens, the remaining GPRO Tokens will be burned and the applicable GEM NFTs will be issued through the GEM NFT Smart Contract. 

Discounts earned from staking cannot be used in any other way other than as explicitly described herein, meaning they are only applicable in connection with the conversion to GEM NFTs.

8.2. Early Unstaking

If the Client wishes to unstake/withdraw tokens at any point before the expiration of the Staking Period, the Unstake Period must first expire. To avoid any doubt, the Client will not be able to withdraw their tokens before the expiry of the Unstake Period. During this Unstake period: 

  • The Client will not have access to their staked tokens.
  • The staked tokens will remain locked until the Unstake period concludes, after which point the Client may request to unstake/withdraw, when the tokens will be returned to the Client Wallet via the Staking Smart Contract, subject to any applicable terms of release.

8.3.

The Client acknowledges, agrees, and accepts that by unstaking/withdrawing their Tokens before the expiration of the Staking Period, they will forfeit and permanently lose any accrued or other Discounts.

8.4. The Company reserves the right to:

  • Limit, restrict, or impose conditions on early unstaking availability or requests, 
  • Modify or discontinue the early staking option entirely, at its sole discretion and without prior notice.

The Company may exercise these rights without obligation or liability to the Client or any third party, at its sole discretion.

9. Discounts

9.1. Redemption

  • Discounts in the form of GPRO Tokens may give the Clients entitlement to discount rates for converting to GEM NFTs via the GEM NFT Smart Contract. These NFTs can be obtained and/or acquired through adhering to the mechanisms and processes outlined in the Company’s whitepaper.

  • The Client acknowledges that the acquisition, use, sale, or any other dealings involving GEM NFTs, as well as the burning of GPRO tokens to obtain GEM NFTs, are governed by specific terms and conditions. It is the sole responsibility of the Client to read and understand these terms and the risks associated with such actions.

  • To redeem Discounts, the Client must accept and comply with all applicable terms and conditions. The Client further acknowledges that they may be required to complete KYC, AML, or other compliance checks before redeeming or utilising the products or services or Discounts offered by the Company.

  • The Company reserves the right to deny the redemption of Discounts if the Client fails to meet any KYC or compliance requirements or does not adhere to the relevant terms and conditions.

9.2. Discounts Calculator

The Company provides a Discounts Calculator to assist Clients in understanding potential discounts from staking. The calculator is for informational or illustrative purposes only and does not constitute a guarantee, warranty, or conclusive representation of the actual Discounts that may be earned or returned. The figures generated by the calculator are approximate and used as mere examples and should not be relied upon as definitive or predictive of actual outcomes.

9.3. Discretionary Gifts

The Company, at its sole discretion, may grant additional discretionary gifts to Clients who engage in substantial staking activities. These gifts are not guaranteed and will be determined entirely at the Company’s sole discretion.

10. Intellectual Property

10.1. Company’s Intellectual Property 

All intellectual property on the Company’s staking service and systems, including but not limited to logos, designs, texts, graphics, proprietary algorithms, software, and the Smart Contracts (i.e., Staking Smart Contract and the GEM NFT Smart Contract), is and shall remain the exclusive property of the Company or its licensors. The Client acknowledges and agrees that:

  • The Client shall not copy, modify, reverse-engineer, reproduce, distribute, display, or otherwise use any part of Company’s intellectual property without the Company’s prior written consent.

  • The limited right granted to the Client to use the Staking Service by connecting their wallet to the Smart Contract is for the sole purpose of accessing the Service as outlined in these Terms. This right does not confer any ownership, license, or additional rights in the Company’s intellectual property.

10.2. Ownership of Tokens

The ownership of the staked GPRO tokens shall at all times remain with the Client or their licensor. The act of staking does not transfer or affect the Client’s legal or beneficial ownership, licensing, or any other applicable rights in the tokens to the Company. The Client retains full legal and beneficial ownership of their staked tokens, subject only to the operational restrictions imposed by the Staking Smart Contract during the Staking Period. The Company makes no claim of ownership over the Client’s staked tokens at any time. 

10.3. Breach of Intellectual Property Terms

Any unauthorised or illegal use of the Company’s intellectual property, including but not limited to actions outside the scope of the permitted use of the Staking Service, constitutes a breach of these Terms. In the event of such a breach:

  • The Company reserves the right to suspend or terminate the Client’s access to the Staking Service or the GEM NFT service immediately without any liability to the Client or any third party whatsoever. 

  • The Company may pursue all legal remedies available, including but not limited to injunctive relief and claims for damages. 

11. Disclaimers

11.1. Staking Disclaimer  

  • Staking does not guarantee that the Client will be in a better position than if they had chosen not to stake their GPRO Tokens. The Discounts may not outweigh potential opportunity costs or other considerations.

  • The Company represents that the Smart Contract includes the logic for the allocation of Discounts. However, the Company does not guarantee the performance, functionality, or uninterrupted operation of the Smart Contract, nor any specific outcomes from staking, including the amount of Discounts or their value at the time of redemption.

  • Staking inherently involves restrictions on token accessibility, and the Client assumes all risks associated with such restrictions, including opportunity loss during the Staking Period.

11.2. Additional Terms and Disclaimers

  • The use, acquisition, and redemption of GPRO Tokens, GEM NFTs, and Discounts are subject to additional terms, disclaimers, and conditions outlined elsewhere, including but not limited to the Company’s whitepaper.

  • The Client acknowledges and agrees to review and accept all applicable terms and disclaimers before participating in staking or engaging in transactions involving GPRO Tokens, or Staking GPRO Tokens or GEM NFTs.

11.3. Calculator Disclaimer 

The Discounts calculator provided by the Company is a tool designed for informational purposes only. Notwithstanding anything else in this agreement, the following disclaimers apply: 

  • The figures generated by the calculator are examples and do not constitute guarantees, warranties, or predictions of actual Discounts.

  • The Client acknowledges that the calculator uses hypothetical scenarios and does not reflect actual results.

  • The Company disclaims any liability for discrepancies between calculated Discounts and actual outcomes. 

11.4. Third-Party Services

The Company relies on third-party protocols and subcontractors for certain staking operations. The Company does not own or control third-party services, such as wallet providers or the blockchain network, and disclaims any liability for losses resulting from their actions, omissions, operation, insolvency, service disruptions, or failure.

11.5. No Custodial Services

The Company provides access to staking mechanisms via Smart Contracts but does not hold or manage staked tokens, wallets, or private keys. The Client is solely responsible for securing their wallet, seed phrase, and private keys.

11.6. Responsibility for Transactions

All transactions involving GPRO Tokens for staking purposes or converting to GEM NFTs occur directly on the blockchain and are final. The Company is not responsible for errors, delays, or losses arising from:

  • User mistakes (e.g., incorrect wallet addresses, loss of private keys);
  • Network congestion or technical failures;
  • Failed transactions due to insufficient gas fees, front-running etc.
  • External factors such as hacking or phishing attacks; or 
  • Any other factors outside of the Company’s control. 

11.7. No Investment Advice 

The availability of the Staking Service does not constitute investment advice, does not establish a fiduciary relationship between the Company and the Client, and does not create any obligation of trust, care, or financial management responsibility on the Company. The Client is solely responsible for making independent assessments and decisions regarding their participation in staking and related activities.

11.3. No Compensation Scheme for GPRO Tokens

GPRO Tokens are not classified as investment or financial products and, as such, are not covered by any applicable investor protection scheme. Staking GPRO Tokens is not an investment in securities, and Clients should not anticipate financial gains other than the potential Discounts tied specifically to GEM NFTs and the GPRO ecosystem. 

12. Third-Party Services 

12.1. Use of Sub-Contractors of Third Parties

Without limiting any of the disclaimers above, the Company acknowledges that it may utilise subcontractors for certain staking-related functions, and that the Company will not be liable for subcontractor actions, omissions, operation, failures, insolvency, and others, and it disclaims liability for losses arising from subcontractor performance or security failures

12.2. Third-Party Sites and Services

The Company neither owns nor controls any third-party browsers, wallets, wallet connectors, blockchain networks, or any other third-party sites, products, resources, content, or services (collectively, the “Third-Party Services”) that the Client may access, visit, or use in connection with the Staking Service or to enable various features of the Staking Service. Without limiting any other liability limitation, exclusion, or any other disclaimer in these Terms, the Company disclaims all liability for any issues arising from the use or operation of such Third-Party Services. The Company is not responsible for losses resulting from the malfunction, downtime, or security failures of third-party services used in connection with the staking process.

The Client acknowledges and agrees that:

  • Use of any Third-Party Service is subject to the terms of use, privacy policies, and/or other applicable terms and conditions provided by the respective Third-Party Service (such as the terms of the wallet provider)

  • The Company is not a party to any agreements between the Client and such Third-Party Services.

  • Third-party Services, including wallet providers and the blockchain, may experience downtime, vulnerabilities, or security breaches that could result in delays or losses.

12.3. Client’s Responsibility for Third-Party Services

The Client is solely responsible for reviewing and understanding the terms of use, privacy policies, and any other applicable terms and operational guidelines provided by Third-Party Services before using them and complying with them. The Client agrees to conduct any investigations they deem necessary or appropriate before engaging in any transactions or interactions with Third-Party Services.

12.4. No Company Warranties for Third-Party Services

The Company does not review, approve, monitor, endorse, or warrant the accuracy, quality, security, compliance, or reliability of any Third-Party Services or their products or services, or make any representations or guarantees regarding the performance, availability, or suitability of Third-Party Services.

12.5. Client Use at Own Risk

All Third-Party Services are used by the Client at their own risk. The Company disclaims any liability for damages or losses incurred as a result of the Client’s use of or interaction with Third-Party Services.

12.6. Links and Referrals to Third-Party Services 

Where the Staking Service contains links, referrals, or connections to other sites and resources provided by third parties, such links are provided for informational purposes only. The Company does not endorse or approve the content, products, or services offered on such linked sites. The Company has no control over the contents or resources of any linked Third-Party Services and disclaims responsibility for their accuracy, reliability, or availability.

13. Representations and Warranties 

Client Representations and Warranties 

13.1. Legal Authority

  • For Natural Persons: The Client is at least 18 years old and has the legal capacity to enter into and be bound by these Terms under applicable laws.

  • For Legal Persons: If the Client is a legal entity (business or company), the person accepting these Terms confirms they have the legal capacity, authority, and authorisation to accept these Terms on behalf of the entity and to bind the entity to these Terms, and that the entity has the relevant legal capacity and authority to be bound by these Terms.

13.2. Knowledge and Understanding

  • The Client has a comprehensive understanding of blockchain technology, crypto-assets, and staking processes, including the risks involved, such as the potential for loss of staked tokens or Discounts.

  • The Client has conducted their own independent evaluation of the merits and risks of staking and understands that staking does not guarantee financial gains or improvements to their financial position.

  • The Client acknowledges that staking GPRO Tokens does not constitute an investment in securities or financial instruments. The Client agrees not to rely on staking as a source of financial returns beyond the Discounts outlined in these Terms.

  • The Client represents that they have sufficient knowledge, market sophistication, and experience to make independent evaluations regarding the risks and benefits of staking.

  • The Client confirms that all decisions to stake tokens are made solely by them and are not based on reliance on any representation, advice, or guarantees from the Company.

13.3. Compliance with Laws

  • The Client’s use of the Staking Service complies with all applicable laws and regulations in their jurisdiction.

  • The Client is not located in or acting on behalf of any person or entity located in a jurisdiction where the use of the Staking Service would be illegal or otherwise prohibited.

13.4. Ownership and Wallet Control

  • The Client is the lawful owner of, or has the appropriate authorisation to use, the Client Wallet connected to the Staking Service.

  • The Client is solely responsible for securing their wallet, including private keys, seed phrase and access credentials, and acknowledges that the Company does not manage, recover, or replace lost or compromised wallets and/or private keys. 

13.5. Accuracy of Information

  • All information provided by the Client during registration, KYC/AML processes, and use of the Staking Service is accurate, complete, and up-to-date.

  • The Client agrees to promptly update their information in the event of any changes that could affect their eligibility to use the Staking Service.

  • The Client does not impersonate any other person or entity and has provided authentic identity verification details during any KYC/AML procedures.

13.6. Prohibited Activities

  • The Client confirms they will not use the Staking Service for any illegal, unauthorised, or prohibited purposes, including but not limited to money laundering, terrorism financing, or other criminal activities.

  • The Client will not engage in any activity that disrupts or compromises the Staking Service, Smart Contract, or the Company’s operations and systems.

Company Representations and Warranties

13.7. Disclaimer of Representations and Warranties

  • The Company expressly disclaims all representations, warranties, and conditions, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and the uninterrupted or error-free operation of the Staking Service or its system, and any warranties that the Staking Service will meet the Client’s requirements or expectations.

  • The Staking Service, the software and system, and any associated tools or materials are provided “as-is” and “as available.” The Company makes no guarantees regarding the availability, reliability, functionality, or security of the services.

  • The Company expressly disclaims all representations, warranties, and conditions regarding the quality, safety, legality, or fitness of third-party services, including wallets and blockchain networks.

    13.8. No Guarantees or Advice

    • The Company does not guarantee specific outcomes or financial gains from staking. The Client acknowledges that any calculations, projections, or illustrative tools provided are for informational purposes only and do not constitute guarantees or promises of discounts or performance.

    • The Company does not provide investment, legal, tax, or financial advice and assumes no fiduciary responsibility towards the Client.

    14. Indemnification

    To the fullest extent permitted by applicable law, the Client agrees to indemnify, defend, and hold harmless the Company, its parent companies, subsidiaries, affiliates, directors, officers, employees, contractors, consultants, agents, representatives, successors, and assigns (collectively, the “Company Parties”) from and against all actual or alleged third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”), arising out of or related to:

    • The Client’s use or misuse of the Staking Service, GPRO Tokens, or GEM NFTs;

    • The Client’s violation of these Terms, including any IP rights, or any applicable laws, rules, or regulations;

    • The Client’s breach of any representations, warranties, or covenants under these Terms; 

    • The use of any Third-Party Services; and

    • The Client’s violation of the rights of any third party, including other users or third-party services like wallet providers. 

    The Client agrees to:

    • Promptly notify the Company of any Claims;

    • Cooperate fully with the Company Parties in defending such Claims; and

    • Allow the Company Parties to control the defense or settlement of any Claims.

    This indemnity is in addition to, and not in lieu of, any other indemnity or obligations the Client may agree to with the Company Parties.

    15. Limitation of Liability 

    15.1.

    To the fullest extent permitted by law, the Company shall not be liable to the Client or any third party for:

    • Any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill.

    • Damages or losses resulting from the Client’s use of or inability to use the Staking Service or GPRO Tokens.

    • Damages or losses related to third-party sites, products, or services accessed via the Staking Service.

    15.2.

    Nothing in these Terms shall exclude or limit liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law. 

    15.3.

    Notwithstanding anything else in this agreement and without limiting any other term, including clause 15.1, to the fullest extent permitted by law, the Company disclaims liability for:

    • Loss of tokens, NFTs, or discounts caused by user error, including but not limited to forgotten private keys or incorrect wallet configurations.

    • Losses resulting from the Client’s reliance on any materials, information, or tools provided on any Company material, system or functionality.

    • Issues arising from third-party services, including wallet providers, or the blockchain network used for staking.

    • Losses or damages related to hacking, phishing, security breaches,  or unauthorised access to the Client’s wallet or account.

    • Opportunity costs associated with staking, including restrictions on liquidity or token transferability during the Staking Period.

    • Regulatory changes affecting the legality or usability of GPRO Tokens or Discounts.

    16. Electronic Communications and Notifications

    The Client consents to receive all communications related to the Staking Service electronically, using the registered email provided during KYC. Communications are considered effective upon being sent and satisfy any legal requirement for written notification.

    17. Taxes 

    Clients are solely responsible for determining and fulfilling their tax obligations related to staking activities and Discounts earned. This includes, but is not limited to:

    Reporting staking-related income or benefits to relevant tax authorities.

    Understanding tax treatment under Czech law and their local jurisdictions.

    Consulting with a tax professional to ensure compliance.

    The Company does not provide tax advice and assumes no liability for the Client’s tax obligations.

    18. Modifications to Terms and Service 

    18.1. Right to Amend Terms

    The Company reserves the right to amend, update, or replace these Terms at its sole discretion. Any such modifications will take effect upon their publication on the Company’s website or other designated platform. Material changes will be communicated to Clients via email or through the official platform at least 14 days before they take effect.

    18.2. Continued Use as Acceptance

    The Client’s continued access to or use of the Staking Service following the dateupdated Terms take effect constitutes acknowledgment and acceptance of the revised Terms. 

    The Client is advised to review these Terms, along with the staking pool details, periodically to stay informed about any changes. It is the Client’s responsibility to ensure they understand and comply with the most current Terms.

    18.3. Modifications to the Staking Service

    The Company reserves the right to modify, suspend, or discontinue any part of the Staking Service, including the functionality of staking pools, the Smart Contract, or reward mechanisms, at any time and at its sole discretion. Material changes will be communicated to Clients via email or through the official platform at least 14 days before they take effect. Continued use of the Staking Service after such changes, where applicable, constitutes acceptance of the revised Services. Such modifications may include, but are not limited to:

    • Adjustments to staking periods, reward structures, or eligibility requirements; 

    • Changes to technical features or supported blockchain networks; or

    • Discontinuation of certain features or the entire Staking Service or GEM NFTs.

    The Company will make reasonable efforts to provide advance notice of material changes to the Staking Service. However, the Company is under no obligation to provide such notice.

    18.4. No Liability for Modifications

    The Client acknowledges and agrees that the Company, to the extent permitted by law, shall not be liable for any losses, damages, or claims arising from the modification, suspension, or discontinuation of the Staking Service. 

    19. Termination 

    19.1.

    The Company may terminate, suspend, restrict, or limit the Client’s access to the Staking Service, or any part thereof, in the event of: 

    • A breach or violation of these Terms, including any breach of the Company’s intellectual property;
    • Non-compliance with applicable laws or regulatory requirements;
    • Actions that are contrary to the spirit or intent of the Staking Service or these terms;
    • For failure to meet the KYC or other compliance requirements; 
    • Technical or security issues that necessitate such action; or 
    • Any other reason reasonably determined by the Company to be necessary to protect its licence, registration, operations, continued compliance with applicable use, or users. 

    19.2. Immediate Effect and No Liability

    If the Company determines that immediate action is necessary, termination, suspension, or restriction may take effect without prior notice. Upon such action:

    • The Client’s access to the Staking Service may be immediately disabled;

    • The Client must ensure compliance with any outstanding obligations under these Terms, and
       
    • The Company shall not be liable to the Client or any third party for resulting damages, losses, or claims, except as required by law.

    19.3. Client’s Obligations Upon Termination

    Upon termination, the Client must immediately cease all use of the Staking Service. Any tokens staked by the Client will be returned to the Client Wallet per the conditions of the Smart Contract. Discounts accrued but not yet distributed may be forfeited at the Company’s discretion if termination results from the Client’s breach or fault, or if allowing the Discounts would compromise the Company’s compliance with applicable laws. 

    19.4. Expiration and Survival 

    These Terms shall automatically expire upon the later of:

    • The conclusion of the Staking Period, or
    • The release of the Tokens to the Client Wallet.

    Notwithstanding expiration, any provisions of these Terms that, by their nature, are intended to survive termination or expiration—such as those relating to Discounts, intellectual property, liability limitations, indemnification, and dispute resolution—shall remain in full force and effect. 

    20. Dispute Resolution

    20.1.

    The Client must submit a written notice of any disputes, including its disagreement with the Company’s termination decisions under clause 19.1, 19.2, and 19.3, to the Company’s designated contact at this email address [] within 15 days of the event giving rise to the dispute. The notice must include the nature of the dispute, any supporting evidence, and the resolution proposed or pursued by the Client.

    20.2.

    The Company will acknowledge receipt within 5 business days and attempt to resolve the dispute in good faith with the Client within 10 business days of acknowledging receipt. 

    20.3.

    If the dispute remains unresolved, it shall be referred to arbitration based on clause 26.

    20.4.

    Both the Client and the Company agree to make good faith efforts to resolve disputes amicably before initiating arbitration or other formal proceedings. 

    21. Waiver and Severability

    21.1. Waiver

    The Company’s failure to enforce any provision does not constitute a waiver of the Company’s right to enforce that provision or any other provision in the future.

    21.1. Severability

    If any provision is deemed invalid or unenforceable, it will be modified to the minimum extent necessary, with the remaining provisions continuing in full effect.

    22. Force Majeure

    22.1.

    The Company shall not be held liable for any delays, interruptions, failures in performance, or inability to fulfill its obligations under these Terms due to events or circumstances beyond its reasonable control, including but not limited to:

    • Acts of God, natural disasters, pandemics, or extreme weather conditions;
    • War, riots, civil unrest, or acts of terrorism;
    • Changes in laws, regulations, or government policies;
    • Power outages, internet failures, or disruptions in telecommunications networks;
    • Cyber-attacks, hacking, or other security breaches affecting the Staking Service or blockchain infrastructure;
    • Disruptions or changes in the relevant blockchain protocol, validator nodes, consensus, governance rules of the protocol or any other technical failures in smart contracts; 
    • Technical failures, including blockchain network malfunctions, bugs, or vulnerabilities; and
    • Any other unforeseen or uncontrollable events that render the Staking Service inoperable or inaccessible.

    22.2.

    In such events, the Company reserves the right to suspend, delay, or terminate the Staking Service without liability to the Client. The Company will make reasonable efforts to notify the Client of any such disruptions and will resume normal operations as soon as practicable.

    23. No agency 

    These Terms do not create an agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship between the Client and the Company. 

    24. Assignment 

    24.1.

    The Company may assign, transfer, or delegate its rights and obligations under these Terms to any third party without prior consent from the Client.

    24.2.

    The Client may not assign, transfer, or delegate any rights or obligations under these Terms to any third party without the prior written consent of the Company. 

    25. Entire Agreement 

    These Terms constitute the entire agreement between the Client and the Company regarding the Staking Service and supersede all prior agreements. Any notice or communication required under these Terms must be sent to the Company’s designated support contact.

    26. Governing Law, Arbitration, and Jurisdiction

    Any claim, dispute, or matter arising under or in connection with these Terms, or the Staking Service shall be governed by and construed in accordance with the laws of the Czech Republic. 

    Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

    The number of arbitrators shall be one.

    The seat, or legal place, of arbitration shall be Prague.

    The language to be used in the arbitral proceedings shall be English.

    The governing law of the contract shall be the substantive law of the Czech Republic.

    The decision of the arbitrator(s) shall be final and binding on the parties. Each party shall bear its own costs associated with arbitration unless otherwise determined by the arbitrator(s).

    Notwithstanding the above, the Company reserves the right to seek injunctive or equitable relief in the courts of the Czech Republic to protect its intellectual property, operations, or compliance with regulatory obligations. Additionally, the courts of the Czech Republic shall also have exclusive jurisdiction over enforcement of an arbitral award or settlement reached through arbitration.