Staking Addendum

This Addendum (this “Addendum”) supplements the terms and conditions of your access and use of the proprietary crypto trading platform (the “Platform”) operated by Coinsquare Capital Markets Ltd. (“Coinsquare”) published at Coinsquare’s website at: https://coinsquare.com/en-ca/ccml-caa/ (the “Terms”). By entering into this Addendum and agreeing that Coinsquare may delegate Digital Assets for which you have a contractual entitlement, you agree to be bound by the terms of this Addendum. Capitalized terms used and not defined in this Addendum have the respective meanings assigned to them in the Terms. This Addendum does not otherwise modify or supersede the provisions of the Terms. Capitalized terms not otherwise defined herein will have the meanings set out in the Terms.

1. DEFINITIONS

1.1. “Additional Staking Terms” means certain terms in respect of the delegation of Digital Assets of each Supported Blockchain, as described in the Additional Staking Terms published on Coinsquare’s website at: https://coinsquare.com/en-ca/ccml-sat/. The Additional Staking Terms are subject to the protocols of the Supported Blockchains and changes of such protocols imposed by the Supported Blockchains, and the Additional Staking Terms may be amended from time to time by Coinsquare in its sole discretion.

1.2. “Coinsquare Service Fee” means the service fees to which Coinsquare is entitled in respect of the Staking Services.

1.3. “Blockchain Protocols” means any protocols or operations of a Supported Blockchain, including the rules governing the validation and inclusion of transactions in the Supported Blockchain.

1.4. “Custodian Service Fee” means the service fees to which the Custodian is entitled in respect of the Staking Services.

1.5. “Delegated Digital Assets” means Digital Assets that Coinsquare delegates to a Staking Service Provider on your behalf pursuant to this Addendum.

1.6. “Missed Rewards” means Rewards that are not earned because of the inactivity of a Staking Provider on a Supported Blockchain.

1.7. “Net Rewards” means the sum of the Rewards minus Slashing Penalties (if any).

1.8. “Party” means you and Coinsquare, as applicable; and “Parties” means you and Coinsquare collectively.

1.9. “Rewards” means any rewards granted by a Supported Blockchain, including block rewards, endorser rewards and transaction fees, in each case as actually granted by the Supported Blockchain and received in connection with the performance of the Staking Services.

1.10. “Service Fees” means Coinsquare Service Fees and Custodian Service Fees collectively and as set out in the Additional Staking Terms in respect of each Supported Blockchain.

1.11. “Staking Services” means the exercise of Validation Rights on your behalf under this Addendum as described in Section 2.1.

1.12. “Slashing Penalties” means any penalty or reduction of Rewards applied by the Supported Blockchain.

1.13. “Slashing Reimbursements” means the reimbursement of amounts in respect of Delegated Digital Assets lost, cancelled, destroyed or burned because of Slashing Penalties.

1.14. “Staking Provider” has the meaning set forth in Section 2.1.

1.15. “Supported Blockchain” means any proof-of-stake network or blockchain ledger on which the Custodian may exercise Validation Rights delegated to it by Coinsquare on your behalf. Each Supported Blockchain has its own protocols and terms. The Supported Blockchains and some applicable terms are identified in the Additional Staking Terms.

1.16. “User Rewards” has the meaning set forth in Section 2.4.

1.17. “Validation Rights” means rights of a Crypto Asset holder to validate and sign the next definitive serial transaction record on a Supported Blockchain.

1.18. “Voting Rights” means rights of a Crypto Asset owner to vote upon proposals related to the operation and governance of a Supported Blockchain.

2. SERVICES, REWARDS, SERVICE FEE, PROTOCOL CHANGES, WITHDRAWAL

2.1. Staking Services. If you submit a request through the Platform to delegate any Digital Assets, then, subject to the terms of this Addendum, Coinsquare, either through the Custodian or a third-party staking provider selected by the Custodian (a “Staking Provider”), will stake the Delegated Digital Assets by exercising the Validation Rights in a manner intended to generate Net Rewards.

2.2. Service Fee. In exchange for the performance of the Staking Services, Coinsquare shall be entitled to receive the Coinsquare Service Fee and the Custodian shall be entitled to receive the Custodian Service Fee. For the avoidance of doubt, the Service Fee is in addition to any fees prescribed in the Fee Schedule.

2.3. Transfer of Net Rewards. Coinsquare’s performance of the Staking Services is expected to result in the transfer of Net Rewards by the Supported Blockchain as follows: (a) for a standard Crypto Asset flow (the “Standard Flow”), (i) to Coinsquare by transferring Net Rewards to a Custodial Account and (ii) to the Custodian as the Custodian Service Fee; (b) for a non-standard Crypto Asset flow (the “Non-standard Flow”), to Coinsquare by transferring Net Rewards (inclusive of the Custodian Service Fee) to a Custodial Account; and (c) the Net Rewards may be in the same denomination as the Delegated Digital Assets. You acknowledge and agree that Custodian Service Fees transferred to a Custodial Account pursuant to the Non-standard Flow shall be paid by Coinsquare to the Custodian.

2.4. Transfer of User Rewards. Upon receipt of Net Rewards in the Custodial Accounts, Coinsquare shall be entitled to withdraw a portion of the Net Rewards from the Custodial Accounts in payment of the Coinsquare Service Fee, following which Coinsquare will credit your Coinsquare Account with any remaining Net Rewards (“User Rewards”). After your Coinsquare account has been credited with User Rewards, you may request that Coinsquare stop staking any Delegated Digital Assets and User Rewards. Following the passage of any unbonding period imposed by the Blockchain Protocol of the Supported Blockchain, you may trade Delegated Digital Assets and any related User Rewards or withdraw Delegated Digital Assets and any related User Rewards off the Platform, each in accordance with the Terms. You acknowledge that Digital Assets and User Rewards may be unavailable to you during the unbonding periods and may be subject to other restrictions imposed by the Supported Blockchain. Coinsquare will not be liable for any losses, liabilities, damages, reductions in value or foregone opportunities incurred by you in connection with the events described in this Section 2.

2.5. Acknowledgment. You acknowledge that the transfer of Rewards is subject to the protocols of the Supported Blockchain and any variations to this Section 2 that may be set out in the Additional Staking Terms. You acknowledge that the transfer of Rewards by the Supported Blockchain is not guaranteed, Coinsquare may not receive any Net Rewards, you may not receive any User Rewards and that Coinsquare is not responsible in any way for any failure by the Supported Blockchain to transfer Rewards or for the loss, destruction or transfer of Rewards to an incorrect wallet address. Furthermore, nothing in this Addendum guarantees the optimization of Rewards.

2.6. Slashing Reimbursement. Coinsquare may, at its sole discretion, transfer Slashing Reimbursements it receives from the Custodian to you, less any administrative costs or expenses Coinsquare incurs in reimbursing you and other users.

2.7. Protocol Changes, Airdrops & Forks. You acknowledge that Supported Blockchain protocols may change, and airdrops or forks may arise, in each case outside of the control of Coinsquare, and that, therefore, except as may be otherwise provided in this Addendum: (a) Coinsquare may respond to protocol changes, airdrops or forks in any way that Coinsquare determines appropriate in its sole discretion acting reasonably; (b) the exercise by a Staking Provider of any Voting Rights available to it in its capacity as a validating node on the Supported Blockchain shall not constitute a breach or violation any obligation owed by to you under this Addendum; and (c) Coinsquare is not responsible for any losses, liabilities, damages or reductions in value in respect of Delegated Digital Assets or otherwise suffered by you in connection with protocol changes, airdrops or forks. In the event that a Supported Blockchain undergoes a change imposed by such protocol, such protocol change shall be deemed to be incorporated into and supersede any conflicting terms of the Additional Staking Terms if determined by Coinsquare in its sole discretion.

2.8. Voting Rights. You hereby acknowledge and agree that, unless otherwise determined by Coinsquare, any Staking Service Provider shall be entitled to exercise the Voting Rights associated with any Delegated Crypto Asset and User Rewards in its sole discretion.

3. TERM AND TERMINATION

3.1. Term, Termination and Survival. The term of this Addendum (the “Term”) commences on the Effective Date and shall continue in effect until terminated in accordance with the terms of this section. Either Party may, at any time and for any reason whatsoever, terminate this Addendum: (i) in your case, by written notice to Coinsquare at: support@coinsquare.com; or (ii) in the case of Coinsquare, by taking steps to terminate the delegation of the Delegated Digital Assets; in each case, the termination is subject to any restrictions on termination provided in the Additional Staking Terms and the terms of each Supported Blockchain. Upon any termination of this Addendum, Coinsquare will initiate unbonding of the Delegated Digital Assets and Coinsquare will be entitled to withdraw all outstanding Service Fees under this Addendum from the Custodial Accounts. The following provisions will survive any expiration or termination of this Addendum: Section 1, 2, 4, 5, and 6.

4. LIMITATION OF LIABILITY, INDEMNIFICATION

4.1. Limitation of Liability. In no event will Coinsquare be liable to you or any other party for any incidental, indirect, consequential, special, exemplary or punitive damages or losses of any kind (including Missed Rewards, revenues or profits) arising from or relating to this Addendum, regardless of whether Coinsquare was advised, had other reason to know or in fact knew of the possibility thereof. Coinsquare will not be liable to you or any other party for any Missed Rewards or Slashing Penalties. Coinsquare’s aggregate liability for direct damages under this Addendum will not exceed the amount equal to the sum of the Service Fees collected under this Addendum during the period six months prior to the event giving rise to the liability. Without limiting the foregoing, Coinsquare will not be liable to you or any other party for any damages or losses of any kind arising from or relating to any malfunction or failure of the Supported Blockchain.

4.2. Indemnification. You will indemnify and hold Coinsquare, its affiliates, subcontractors, licensors and agents and their respective directors, offices, employees and representatives harmless from and against all damages arising from or related to any third-party claim arising from or related to your acts or omissions, including without limitation any breach of this Addendum.

5. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

5.1. Representations and Warranties of Coinsquare. You represent and warrant to Coinsquare, as of the Effective Date and each date on which you request that Coinsquare delegate Digital Assets under this Addendum, that: (a) the execution, delivery, and performance of this Addendum by you (i) does not and will not conflict with or violate any applicable law and (ii) are not in violation or breach of, and will not conflict with or constitute a default under, any contract, Addendum or commitment binding upon you; and (b) you have conducted your own due diligence and analysis of the Supported Blockchains and the matters provided under this Addendum in order to determine whether you wish to enter into this Addendum and delegate Digital Assets in order that Coinsquare may perform the Staking Services.

6. CONFIDENTIALITY, DISCLAIMER, ACKNOWLEDGEMENT OF RISK, TAXES

6.1. Disclaimer. You acknowledge and agree that use of the Staking Services is at your sole risk. Coinsquare provides the Staking Services on an “as-is” and “as-available” basis and, to the maximum extent permitted by applicable law, Coinsquare disclaims all representations, warranties and conditions regarding the Staking Services or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. Coinsquare does not warrant that the Staking Services will meet your requirements or expectations, will operate without interruptions, that they will be error-free, virus-free, that the results obtained from their use will be timely, accurate, reliable or current or that any or all deficiencies can be found or corrected.

6.2. Acknowledgement of Risk. You understand and agree that: (a) there are risks associated with the use, holding and staking of Digital Assets and you represent and warrant that you: (i) have received, read and understood the risk statement published at Coinsquare’s website at https://coinsquare.com/en-ca/ccml-rsa/, which risk statement forms part of your agreement under this Addendum; (ii) fully understand and are knowledgeable and experienced with the nature, use, holding and staking of Digital Assets and all related Blockchain Protocols; (iii) are capable of evaluating the benefits and risks thereof; and (iv) are capable of bearing the economic risk of using, holding and staking Digital Assets, including without limitation the risk of loss or forfeiture of any staked Digital Assets; (b) the continued ability to stake Digital Assets or provide the Staking Services is dependent on many elements beyond Coinsquare’s control, including without limitation the publication of blocks, network connectivity, hacking or changes in technical elements and the Blockchain Protocols; (c) no regulatory authority has reviewed or passed on the merits, legality or fungibility of Digital Assets or the use, holding or staking of Digital Assets; (d) the staking of Digital Assets or the use of Coinsquare’s Staking Services may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; and (e) Rewards are not guaranteed and may vary depending on many elements beyond Coinsquare’s control, including applicable Blockchain Protocols, and you are not relying on Coinsquare to generate any profits or return.

Last updated on Feb 05, 2024