# Terms & Conditions

## MarbleFi Terms & Conditions

These terms and conditions (“Terms”) constitute a legal agreement between Birthday Research Ltd. (“Birthday Research”, “we”, “us”, or “Company”) and you under which you can utilise the MarbleFi services that may be offered by Birthday Research.



“You” refers to any person accessing, or using any services as accessible through, our websites located at [https://birthday.dev/](https://birthday.dev/) and any other website operated by Birthday Research on which these Terms are posted (collectively, the “Sites”).



You and the Company shall hereinafter be referred to individually as a “Party”, and collectively as the “Parties”.



1. ### ACCEPTANCE OF TERMS

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1.1. Birthday Research provides a website-hosted user interface (the “Interface”) for accessing MarbleFi, a liquid staking protocol on the DeFiChain blockchain (the “Protocol”), and related content and functionality to you through the Sites and through our related technologies (collectively, the Interface, Protocol and Sites, including all existing and any updated or new features, functionality and technology, the “Service”).

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1.2. MarbleFi is only compatible with the Supported Digital Assets specified in the Service. Birthday Research is not a wallet provider, exchange, broker, dealer, financial institution, payment processor, money services business, custodian, or creditor. To use our Service, you must use a Third-Party Wallet that is compatible with the respective Supported Digital Assets that you use to interact with the Service.

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1.3. All access and use of the Service is subject to these Terms (as amended from time to time). By accessing, browsing, or otherwise using the Sites, the Interface, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Birthday Research that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you” and “your” will refer to that entity or organization).

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1.4. PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS THAT WILL IMPACT ANY DISPUTE RESOLUTION.

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THE ARBITRATION AGREEMENT AT CLAUSE 12 HEREIN REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION.

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FURTHER,

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(a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BIRTHDAY RESEARCH ON AN INDIVIDUAL BASIS, AND YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO SERVE AS A REPRESENTATIVE OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING,&#x20;

(b) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND&#x20;

(c) YOU AGREE THAT YOU WILL NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

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1.5. We reserve the right, at our sole discretion, to revise these Terms at any time with or without notice to you and any changes will be posted on this page. These changes shall take effect from the date of upload and your continued access or use of the Sites and/or the Service from such date shall be deemed to constitute acceptance of the new Terms. It shall be your sole responsibility to check the Sites for such changes from time to time. If you do not agree to these Terms, you are EXPRESSLY PROHIBITED from using the Sites and must discontinue your access, browsing, or usage (or continued access, browsing, or usage) of the Service.

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1.6. If you breach any of the Terms, your authorization to use the Interface, the Protocol, the Sites, the Service and/or any content on the Sites will automatically terminate. Any content downloaded, printed, or otherwise saved from the Site, whether authorized or unauthorized, must be immediately destroyed. Birthday Research reserves the right to pursue any additional legal or equitable remedies.

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1.7. No information contained in or on, and no part of the following:

(a) the Sites;

(b) any electronic sites, communication or applications directly or indirectly linked to the Sites; or

(c) any other information or document,



shall constitute part of these Terms (unless otherwise stated on the Sites or in these Terms), and no representations, warranties or undertakings are or are intended or purported to be given by Birthday Research in respect of any information contained in or on the Sites.

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2. ### DEFINITIONS AND INTERPRETATION

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2.1. Definitions



In these Terms, unless the context otherwise requires:



“Address” means an address on the applicable digital ledger or blockchain network;



“Affiliate” means the Company and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Company, where control may be by either management authority, contract or equity interest;



The “Birthday Research Parties” means the Company, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents;



"DeFi Blockchain" and "DeFiChain" means the decentralized financial blockchain maintained at https://github.com/defich/ain with its official website at https://defichain.com;



“DFI” means the utility token that is the integral unit of account in the DeFi Blockchain ecosystem;



“Digital Asset” means any cryptographic asset, digital asset or virtual currency including but not limited to the Supported Digital Assets;



“Fork” means a change in the existing source code or the creation of new or additional source code for a blockchain;



“Loss” means any and all losses, claims, liabilities, damages, suits, actions, demands, proceedings, costs, charges and/or expenses of whatsoever nature or howsoever arising, including any indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue and income or profits and/or any actual or hypothetical gains);



“Network Attack & Vulnerabilities” means hacks, cyber-attacks, network attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks, 51% or network attacks), distributed denials of service or errors, or any attacks, vulnerabilities or defects on the network;



“Network Fees” means such transaction cost payable, whether denominated in Digital Assets or otherwise, for the use of or execution of transactions on a network;



“Operational Period” means the period which Birthday Research operates a Validator Node;



“Validator Network” in relation to Supported Digital Assets, means a digital ledger network which supports Staking of such Supported Digital Assets;



“Smart Contract” means a decentralized computer program running on a blockchain network that automatically and deterministically executes agreements based on predefined conditions;



“Stake Slashing” means any penalty as determined by the Validator Network as a result of non-performance, inadequate performance, or malicious performance by a Validator Node;



“Staking” in relation to a Supported Digital Assets and its corresponding Validator Network, means the pledging of such Supported Digital Assets in accordance with the operating rules of such Validator Network to support the processing of transactions, voting on network proposals or other activities of the Validator Network, and “Stake” shall be construed accordingly;



“Third-Party Services” means services, sites, technology, applications and resources that are provided or otherwise made available by third parties.



“Validator Network Parameters” has the meaning ascribed to it in Paragraph 5.2.6 of these Terms;



“Validator Node” in relation to the Supported Digital Assets and its corresponding Supported Validator Network, means the network node that participates in the consensus process of such Supported Validator Network by performing transaction validation or such other function to maintain the proper function of the Supported Validator Network which involve the Staking of Supported Digital Assets;



“Validator Rewards” in relation to the Supported Digital Assets and its corresponding Supported Validator Network, means the rewards attributable to the Supported Digital Assets subject of Staking on such Supported Validator Network;



“Validator Services” means the service provided by the Company to facilitate Staking of a User’s Validator Share on such User’s behalf using a MarbleFi Validator Node and in accordance with Paragraph 5.1 to 5.3 of these Terms;



“Validator Share” means a quantum of the relevant Supported Digital Assets which the User puts into Validator Services;



“Supported Digital Assets” means the Digital Asset as may be set out on the Sites to be a Digital Asset for which the Service is made available, or such other Digital Assets as determined by the Company in accordance with Paragraph 7 of these Terms;



“Supported Validator Application” in relation to Supported Digital Assets, means a digital application that supports Staking of such Supported Digital Assets as may be set out on the Sites;



“Supported Validator Network” in relation to Supported Digital Assets, means a digital ledger network which supports Staking of such Supported Digital Assets; and



“Third-Party Wallet” means a Third-Party cryptocurrency wallet that is compatible with the respective Supported Digital Assets that you use to interact with the Service.

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2.2. Miscellaneous



In these Terms, unless the context otherwise requires:



words importing the singular include the plural and vice versa, words importing any gender include every gender;



references to a “person” include any company, limited liability partnership, partnership, business trust or unincorporated association (whether or not having separate legal personality) and references to a “company” include any company, corporation or other body corporate, wherever and however incorporated or established;



paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms;



the words “written” and “in writing” include any means of visible reproduction; and

any “Digital Asset” may be constituted in an amount that is not a whole number.

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3. ### ACCESS AND USE OF THE SERVICE

3.1. Legal and compliance requirements on eligibility

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3.1.1. “Disqualified Person/Entity” means (a) any person or body corporate seeking to access the Sites / use the Service from within the Excluded Jurisdictions; (b) any person or body corporate who or which is currently the subject of any sanction administered by the OFAC or any other United States government authority, is designated as a "Specially Designated National" or "Blocked Person" by OFAC; (c) any person (being a natural person) who is citizen of, domiciled in, or resident of, a country whose laws prohibit or conflict with the access of the Sites or use of the Service; and/or (d) anybody corporate that is incorporated in, domiciled in, or organised in, a country whose laws prohibit or conflict with the access of the Sites or use of the Service;

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3.1.2. Access to the Sites is intended for and extended only to, and the Service are intended for and extended only to, a person or body corporate who is not a Disqualified Person/Entity. By accessing the Sites or using the Service, you represent and warrant that you are not a Disqualified Person/Entity.

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3.1.3. Accordingly, you are not eligible to access the Sites or use the Service if you are a Disqualified Person/Entity. If you are a Disqualified Person/Entity, or if you are acting on behalf of a Disqualified Person/Entity, you must exit the Sites and cease usage of all Service immediately.

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3.1.4. You also agree to comply and to be solely liable to assure compliance by you and/or your clients (where applicable) with all applicable laws and regulation including, without limitation, any anti-money laundering laws, consumer protection laws and tax laws and regulations as shall be from time to time.

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3.2. Modification, suspension, or termination of the Service

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3.2.1. Birthday Research reserves the right to modify, suspend, or discontinue the Service (or any part thereof) with or without notice. You agree that Birthday Research will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

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3.2.2. We may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

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4. ### CONDITIONS OF ACCESS AND USE

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4.1. If you are blocked by Birthday Research from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

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4.2. No professional advice



4.2.1 None of the information available on the Sites or made available to you in relation to the use of Service constitutes any advice, including but not limited to legal, tax, financial or trading advice. Before you make any financial, legal, or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

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4.2.2. We do not act as your custodian, fund manager, trustee or investment adviser and no fiduciary relationship exists between you and Birthday Research or our Affiliates. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed and/or waived.\


4.3. Intellectual property

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4.3.1 By using the Service, you confirm that you have not, and you will not aid, abet, encourage or induce any third party to engage in any intellectual property infringement through any transactions, activities, and/or actions that: -



4.3.1.1. (whether or not involving items) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law without our express prior written consent;

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4.3.1.2. modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store proprietary or confidential data or other similar information provided via the Sites, without our express prior written consent;

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4.3.1.3. make use of intellectual property, name, or logo, including use of trade or service marks belonging to Birthday Research, without express consent from us or in a manner that otherwise harms Birthday Research;

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4.3.1.4. reverse engineer or disassemble any aspect of the Service in an effort to access any source code, underlying ideas and concepts, and algorithms which are not already publicly disclosed or expressly authorised by Birthday Research (e.g., to the extent any of the Protocol is made available under an open source license); and/or

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4.3.1.5. implies an untrue endorsement by or affiliation with Birthday Research.

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4.3.2. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Birthday Research.

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4.4. Third-Party material or content

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4.4.1. You agree that Birthday Research shall not be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.

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4.4.2. Birthday Research and its designees will have the right to remove from the Site any content in Birthday Research’s sole discretion. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

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4.5. Third-Party services

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4.5.1. This Service may provide access to or allow you to connect services, sites, technology, applications and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. Birthday Research has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services.

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4.5.2. You may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software embedded, utilised, or linked on the Sites. We encourage you to review the terms and conditions as well as privacy policies of the third parties providing Third-Party Services prior to using such services.

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4.5.3. You, and not Birthday Research, will be responsible for any and all costs and charges associated with your use of any Third-Party Services.

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4.5.4. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation.

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4.5.5. Any dealings you have with third parties while using the Service are between you and the third party. Birthday Research will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

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5. ### VALIDATOR SERVICES

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5.1. During the Operational Period, Birthday Research may, at our discretion, operate a Validator Node on the relevant Supported Validator Network to facilitate Validator Services (“MarbleFi Validator Node”). If you wish for the MarbleFi Validator Node to Stake your Supported Digital Assets and perform Validator Node functions on your behalf, you shall deposit such amounts of Supported Digital Assets being Validator Shares to be purchased to such Address(es) as may be notified by the Company to you in writing or on the Sites.&#x20;

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5.2. You acknowledge and accept the following: -

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5.2.1. Birthday Research may deduct a part of Validator Rewards attributable to your Validator Shares that would otherwise be payable to you (“Node Service Fees”) and distribute such Node Service Fees to us as fees for operating the MarbleFi Validator Node;

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5.2.2. we may in our sole and absolute discretion increase or decrease the Node Service Fees at any time without notice and your continuous or continued use of the Validator Services shall be deemed to constitute acceptance of the revised Node Service Fees;

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5.2.3. the Supported Validator Network and/or the Supported Validator Application may deduct Network Fees or other fees from Validator Rewards attributable to your Validator Share (“Other Network Charges”);

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5.2.4. any Validator Rewards attributable to your Validator Share may be reduced or penalised as a result of Stake Slashing;

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5.2.5. you shall have no further right(s), claim(s) or cause(s) of action against us or any other Affiliate in connection with Node Service Fees, Other Network Charges and/or Stake Slashing;

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5.2.6. the Supported Validator Network may have certain network parameters (“Validator Network Parameters”) which may affect or impede the MarbleFi Validator Node including but not limited to such Supported Validator Network: (a) having a limit on the number of Validator Nodes on the Supported Validator Network at any one time; or (b) having a limit on the number of Supported Digital Assets associated with Validator Nodes, and in the event of breach of such limit, our Validator Node may not be able to participate in such Supported Network whether temporarily or otherwise;

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5.2.7. any calculations or data in relation to Validator Rewards set out on the Sites are for reference only and are not to be construed to be an undertaking or guarantee by the Company or any of its Affiliates. The projected Validator Rewards are intended for the purpose of illustrative projections and are subject to estimation. Any historical data, or probability projections may not reflect actual future receipts of Validator Rewards.

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5.2.8. in the event of insolvency of the Company, there may be delays in identifying your assets and/or claims on your assets by creditors of the Company; and

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5.2.9. we do not act as your fiduciary, and you will not have a legal claim against a specific sum of money or a specific sum of Supported Digital Assets and/or Validator Rewards. Instead, any claim will be against the pool in general. If there is an irreconcilable shortfall in the pool of Supported Digital Assets and/or Validator Rewards following an issue with the Supported Validator Network, Validator Node, Smart Contracts and wallets utilised by the Service, and other associated components utilised and/or relied on by the Service (for example, if they go offline or the Service is hacked), you may not receive your full entitlement to the Supported Digital Assets and/or Validator Rewards. If so, you will share in the shortfall pro rata, and you will not be entitled to any interest and/or return in respect of the Supported Digital Assets.

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5.3. If we decide to discontinue operation of a Validator Node on a Supported Staking Network:

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5.3.1. we shall notify you of such discontinuation through the Sites;

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5.3.2. you acknowledge and agree that you will not be entitled to receive any Validator Rewards from such Validator Node from the date on which a notice of discontinuation is provided to you in accordance with Clause 5.3.1(a) of these Terms (such date inclusive);

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5.3.3. you acknowledge and agree that you shall have no right(s), claim(s) or causes of action in any way whatsoever against any the Company and/or its Affiliates in relation to such discontinuation; and

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5.3.4. we or our Affiliates (whichever is applicable) shall use reasonable endeavours to do all other things necessary to transfer such Supported Digital Assets and Validator Rewards (if any) to holders of the respective Supported Digital Asset’s Validator Token, less any deductions or fees (if any) set out under these Terms.

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6. ### THE MARBLEFI DEPOSIT CONTRACT

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6.1. If you choose to deposit Supported Digital Assets into the MarbleFi deposit contract, your Supported Digital Assets will be automatically exchanged for a tradeable liquid synthetic token (the “Validator Token”) that represents your respective validator shares. You understand and agree that: -

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6.1.1. You cannot withdraw your deposited Supported Digital Assets or claim any associated rewards except as described in these Terms.                                                                                                                                                                                                                                 &#x20;

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6.1.2. Selling or otherwise transferring your Validator Token automatically transfers ownership of the corresponding Validator Shares and the right to withdraw or sell the relevant Validator Share(s), and entitles the recipient to the attendant economic value, risk, and rewards of the Validator Shares, subject to these Terms.

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6.1.3. Supported Digital Assets that have been exchanged for their respective Validator Tokens are held by the Company on behalf of holders of their respective Validator Tokens, and ownership of these assets shall not transfer to the Company.

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In addition, you understand, agree and accept the following risks associated with the exchange of your Validator Shares into their respective Validator Tokens:

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6.1.4. Birthday Research and/or its Affiliates do not guarantee the value of the underlying Validator Shares, Validator Rewards, or any protection against losses.

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6.1.5. Birthday Research and/or its Affiliates are not responsible for any decrease in the value of your deposited Supported Digital Assets or Validator Rewards. The exchange rate for the Validator Tokens depends on the open market and supporting third-party protocols, and may not be representative or proportionate to the value or price of your Validator Shares plus any attributable Validator Rewards, due to market fluctuations. Market fluctuations may be affected by the actions or inactions of market makers or other market participants who receive loans or other incentives to purchase Validator Tokens.

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6.1.6. Birthday Research and/or its Affiliates do not guarantee that exchanging your Validator Shares for Validator Tokens will result in a successful exchange or sale of the Validator Tokens, and Birthday Research and/or its Affiliates will not backstop or otherwise intervene to guarantee the liquidity for Validator Tokens.

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6.1.7. Birthday Research and/or its Affiliates do not guarantee the security or functionality of any third-party protocol, software or technology intended to be compatible with the Validator Tokens and is not responsible for any losses of the Validator Tokens or the Supported Digital Assets due to the failure of any third-party protocol, software or technology.

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6.1.8. Birthday Research and/or its Affiliates do not own or control the underlying protocols which govern the operation of the Supported Digital Assets, Validator Network, Validator Tokens, and other associated components utilised and/or relied on by the Service.&#x20;

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6.1.9. As with other Digital Assets, the Validator Tokens could be impacted by one or more regulatory actions, which could impede or limit the services we can provide with respect to the Validator Tokens.

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6.2. If you decide to no longer utilise the Service to participate in the respective Supported Digital Asset’s Validator Network, you understand and agree that: -\


6.2.1. Your deposited Supported Digital Assets may only be withdrawn from the Service if the Company, in its sole discretion, determines that there are excess liquid Supported Digital Assets held by the Service.&#x20;

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6.2.2. any calculations or data in relation to excess liquid Supported Digital Assets held by the Service are for reference only and are not to be construed to be an undertaking or guarantee by the Company and/or its Affiliates. We process requests for withdrawal on a “first come, first served” basis, and you understand and accept that any Supported Digital Assets held by the Service that are indicated as being liquid may not necessarily be liquid at the point of your request or at the point of time that your request is processed.

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6.2.3. The Company will not backstop or otherwise intervene to guarantee the liquidity of the Validator Tokens.



6.3. There is no assurance that an active or liquid market for the Supported Digital Assets and/or the Validator Tokens will continue to remain or develop. As such, there is no assurance that your Supported Digital Assets and/or the Validator Tokens will have any value. The Supported Digital Assets and/or the Validator Tokens are not currencies issued by any central bank or national, supra-national or quasi-national organisation, nor are they backed by any hard assets or other credit. Sale and purchase of Supported Digital Assets and/or the Validator Tokens depends on the consensus on their value between the relevant market participants, there is no guarantee as to the liquidity or market price of the Supported Digital Assets and/or the Validator Tokens to any extent at any time.\


6.4. Birthday Research expressly disclaims all liability for any losses including but not limited to losses due to theft, hacking, cyber-attacks, slashing, Forks, network attacks (including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, 51% or majority Staking attacks), distributed denials of service, errors, vulnerabilities (including but not limited to smart contract vulnerabilities), defects, flaws or weaknesses in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs.

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7. ### SUPPORTED DIGITAL ASSETS

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7.1. We shall have sole and absolute discretion to determine the type of Digital Assets which qualify as Supported Digital Assets in respect of which we will offer the Service.

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7.2. Notwithstanding such Supported Digital Assets as may be set out on the Sites, we may from time to time in our sole and absolute discretion and without prior notice to you:

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7.2.1. include additional Digital Assets as Supported Digital Assets in respect of which we will offer the Service;

7.2.2. exclude Digital Assets from existing Supported Digital Assets whereupon we shall cease to provide the Service in respect to it; and

7.2.3. restrict or limit the availability of our Service in respect of any Supported Digital Assets.

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7.3. Unless otherwise determined by us in our sole and absolute discretion, the Supported Digital Assets shall not include any derivative of such Supported Digital Assets (whether resulting from a Fork or otherwise) unless such derivative has been included by us as Supported Digital Assets. In the event of a Fork in relation to the Supported Digital Assets, you acknowledge and agree that we or our Affiliates shall not be obliged to notify you of any Fork, claim any tokens, rewards or any applicable distribution attributable to your deposited Supported Digital Assets or respective Validator Token, or otherwise be responsible for any Loss in relation to the Fork.

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7.4. The Company will not be liable for any reason for any fluctuation in the value of&#x20;

(i) the Supported Digital Assets deposited to the MarbleFi deposit contract, and/or

(ii) the Validator Tokens,

versus another currency or other Digital Asset.

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8. ### DISCLAIMER OF WARRANTIES; ASSUMPTION OF RISK



8.1. The Service is provided on an “as is” and “where is” basis and, to the maximum extent permitted under applicable law, Birthday Research makes no warranty of any kind, express or implied, by statute or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Birthday Research does not warrant that the service will function uninterrupted, that it will meet your requirements or expectations, that it is error-free, or that any errors will be corrected. You acknowledge and agree that to the extent permitted by applicable law, your use of the Service is at your sole responsibility and risk.

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8.2. There may be partial or total loss of your Digital Assets arising from the transfer to or from, holding, placement or storage, of your Digital Assets with the Service. For example, without limitation, a loss may be incurred when any digital assets collateral are compromised as a result of technological faults, smart contract bugs or a cyber-attack on the Service, the Supported Validator Network, or Birthday Research. In no event will Birthday Research and/or its Affiliates, or any developers that contributed to the Service or the Supported Validator Network, be liable to you for: -

(a) any lost profits,

(b) periods of high volume, illiquidity, or volatility in any such market for any Digital Asset or market disruption of any kind, and/or

(c) incidental, indirect, special, or consequential damages,

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arising out of your use or inability to use MarbleFi, even if advised of the possibility of such damages or potential liabilities.

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8.3. Understanding cryptographic token technology requires technical knowledge

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8.3.1. Cryptographic tokens are complex and are often described in exceedingly technical language that may require a comprehensive understanding of applied cryptography and computer science in order to appreciate the inherent risks. By accessing and using the Service, you represent and warrant that you have a basic degree of understanding of the risks, operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of digital ledger and blockchain assets, cryptographic tokens such as those following the Ethereum token standard (ERC-20), bridging across different blockchain solutions, digital ledger and blockchain-based software systems, cryptographic token wallets or other related token storage mechanisms, digital ledger and blockchain technology, proof-of-stake mechanisms, Staking, Options and smart contract technologies.

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8.4. Inherent Volatility and Risks

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8.4.1. You understand that the markets for Digital Assets are highly volatile. There is no assurance that an active or liquid market for the Digital Assets will continue to remain or develop. As such, there is no assurance that your Digital Assets will have any value. The Digital Assets are not a currency issued by any central bank or national, supra-national or quasi-national organisation, nor are they backed by any hard assets or other credit. Sale and purchase of the Digital Assets depends on the consensus on their value between the relevant market participants, there is no guarantee as to the liquidity or market price of the Digital Assets to any extent at any time.

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8.4.2. The Supported Digital Assets do not indicate approval or disapproval of the underlying technology regarding any Staking Network, Liquidity Mining Network, and/or Digital Assets, and should not be used as a substitute for your own understanding of the risks specific to each Staking Network, Liquidity Mining Network, and Digital Asset.

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8.4.3. You acknowledge and accept that the costs and speed of transacting with cryptographic and blockchain based systems are variable and may increase sharply at any time.

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8.4.4. You further acknowledge and accept the risk that your Digital Assets may lose some or all of their value while they are supplied to the Protocol through the Interface. You may also suffer loss due to the fluctuation of your Digital Assets in a trading pair or liquidity pool, and may experience significant price slippage and cost.

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8.4.5. You acknowledge and agree that you shall access and use the Service at your own risk. The risks associated with Staking (including but not limited to Stake Slashing) can be substantial. You should, therefore, carefully consider whether your utilisation of the Service and participation in the Supported Validator Network is suitable for you in light of your circumstances and financial resources. Birthday Research and its Affiliates do not, at any point in time, assume the risk of Losses arising from or in connection to the Sites, the Interface or the Service, whether or not such Loss was due to factors beyond Birthday Research’s control.

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8.4.6. The Service relies on open-source software (OSS), and does not have custody, control, or oversight over the open-source software or public blockchains that you interact with via the Service.

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8.4.7. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using the service. accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Service, including the Interface to interact with the Protocol.

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9. ### INDEMNIFICATION AND RELEASE

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9.1. You agree to defend, indemnify, and hold harmless Birthday Research, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Birthday Research Parties”) from any and all losses, damages, expenses, including reasonable legal fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, Your Apps, any User Content, your connection to the Service, your violation of these Terms, your violation of any rights of another, and/or a breach of any warranty, representation, or obligation hereunder. Birthday Research will provide notice to you of any such claim, suit, or proceeding. Birthday Research reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Birthday Research’s defense of such matter. You may not settle or compromise any claim against the Birthday Research Parties without Birthday Research’s written consent.

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9.2. You expressly agree that you assume all risks in connection with your access and use of the Service, and expressly waive and release Birthday Research from any and all resultant and/or related liability, claims, causes of action, or damages. In giving this release, which includes claims which may be unknown at present, you represent, warrant and agree that you have been fully advised by your solicitor of applicable laws relating to release of liability, such as Section 1542 of the Civil Code of the State of California, which states that: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” You expressly waive and relinquish all rights and benefits under that Section and any comparable statute or doctrine that may be applicable to you.

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10. ### CONDITIONS

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10.1. The performance of the Service is conditional on all of the following:

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10.1.1. The Validator Nodes satisfying all the Validator Network Parameters as required by the applicable Supported Validator Network;

10.1.2. The Smart Contracts and wallets utilised by and/or connected to the Service operating within their expected parameters; &#x20;

10.1.3. your representations and warranties as set out in Clause 3 of these Terms being true and accurate at all times while you participate in the Service;

10.1.4. neither your use of any of the Service or our provision of the Service, constitute, or would be reasonably expected to result in a breach, default, contravention or violation of any Applicable Law applicable to you or the Birthday Research Parties, or any contract or agreement to which you or the Company and/or its Affiliates are a party, or by which you or the Company and/or its Affiliates are bound, including these Terms and any ancillary agreements of any Supported Validator Network or Supported Validator Application.

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11. ### LIMITATION OF LIABILITY

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11.1. As far as permitted under applicable law, you agree that the Birthday Research Parties will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including damages for loss of goodwill, use, or data or other intangible losses (even if Birthday Research has been advised of or should have known the possibility of such damages), whether based on contract, tort, strict liability, or otherwise, resulting from (a) the use or the inability to use the service; (b) the cost of procurement of substitute goods and services resulting from or related to your use of the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) interruption or cessation of function related to the interface; (f) bugs, viruses, trojan horses, or the like that may be transmitted to or through the interface; (g) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the interface; or (h) any other matter relating to the service.

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11.2. In no event will the Birthday Research Parties’ total liability to you for all damages, losses, or causes of action exceed the amount you have paid Birthday Research in the last three (3) months, or, if greater, one hundred U.S. dollars (US$100).

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11.3. You hereby agree to waive all rights to assert any claims under Applicable Laws and agree that you may make claims based only on these Terms.

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11.4. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. accordingly, some of the above limitations of liability may not apply to you or be enforceable with respect to you. If you are dissatisfied with any portion of the service or with these Terms, your sole and exclusive remedy is to discontinue use of the service.

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12. ### DISPUTE RESOLUTION, BINDING ARBITRATION, AND CLASS ACTION WAIVER. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

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12.1. You and Birthday Research agree that any and all disputes or claims that have arisen or may arise between you and Birthday Research, whether arising out of, relating to, or in connection with these Terms (including any alleged breach, and any question regarding the existence, validity or termination of the Terms and/or this Arbitration Agreement), the Service, any advertising and/or marketing, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement.

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12.2. The arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore, and the Tribunal shall consist of one (1) arbitrator with reasonable experience, qualifications and/or knowledge in blockchain technologies, unless the parties agree otherwise, or if the SIAC is unable to find a suitable arbitrator for the parties. The language of the arbitration shall be English.



12.3. You agree that, by entering into these Terms, you and Birthday Research are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury.

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12.4. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

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12.5. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.

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12.5.1. YOU AND BIRTHDAY RESEARCH AGREE THAT PARTIES MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BIRTHDAY RESEARCH AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.

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12.5.2. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

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12.6. Severability

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12.6.1. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection 12.5 above titled “Prohibition of Class and Representative Actions”) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified.

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12.6.2. If a court or the arbitrator decides that any of the provisions of subsection 12.5 above titled “Prohibition of Class and Representative Actions” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

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13. ### GENERAL

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13.1. Entire Agreement

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13.1.1. These Terms contain the entire agreement and the understanding between the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) in relation to the use of the Service.

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13.1.2. In the event that Birthday Research discovers that you, in your use of the Service, have engaged in any unfair, excessive or abusive usage or conduct, Birthday Research reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect the Birthday Research Parties, and any Supported Validator Networks from any loss.

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13.2. These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without regard to any conflict of law provisions or regulations.

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13.3. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Birthday Research submit to the personal and exclusive jurisdiction of the courts of the Republic of Singapore.

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**13.4. No waiver**



13.4.1. Any failure by Birthday Research to enforce these Terms or to assert any right(s), claim(s) or causes of action against you under these Terms shall not be construed as a waiver of the right of Birthday Research to assert any right(s), claim(s) or causes of action against you.

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13.5. Severance and partial invalidity

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13.5.1. If any of these Terms is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable to that extent and no further and, for the avoidance of doubt, the rest of these Terms shall continue to be valid and in full force and effect.

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13.5.2. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

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13.6. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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13.7. Subject to these Terms, only you and no other person shall have the right to any claim against Birthday Research in connection with the Service. You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to any such claim. Any such assignment or transfer shall be void and shall not impose any obligation or liability on Birthday Research to the assignee or transferee. Birthday Research may assign or transfer these Terms, in whole or in part, without restriction.

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13.8. Force Majeure

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13.8.1. We may, in our reasonable opinion, determine that a Force Majeure Event exists. A “Force Majeure Event” will include, but is not limited to, the following: (i) any act, event or occurrence (including without limitation any strike, riot or civil unrest, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from providing the Service; (ii) the suspension or closure of any exchange or the nationalisation, government sequestration, abandonment or failure of any instrument on which we are based, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; (iii) periods of high volume, illiquidity, or volatility in any such market for any Digital Asset or market disruption of any kind; (iv) the occurrence of an excessive movement in the level of any transaction and/or exchange or our anticipation (acting reasonably) of the occurrence of such a movement; (v) any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or (vi) the failure of any relevant supplier, financial institution, intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.

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13.8.2. If we determine that a Force Majeure Event exists, we may without notice and at any time, acting reasonably, take such steps as we deem reasonable to mitigate any adverse effects of the Force Majeure Event, but shall not be liable to you for the nature of such decisions or any related acts of omissions.

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13.8.3. You agree that we will not be liable in any way to you or to any other person in the event of a Force Majeure Event, nor for our actions pursuant to this Paragraph if we decide to take such action.

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14. ### RISK FACTORS AND DISCLAIMERS

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You should carefully consider and evaluate each of the following risk factors and all other information contained in these Terms before deciding to use the Service. To the best of our knowledge and belief, the risk factors which are material to you in making an informed judgment to use the Service have been set out below.

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**A. RISKS RELATING TO THE SITES AND SERVICE**

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We may experience system failures, unplanned interruptions in our network or services, hardware or software defects, security breaches or other causes that could adversely affect our infrastructure network, and/or the Sites.



We are unable to anticipate when there would be occurrences of Network Attacks & Vulnerabilities in the Interface, Supported Staking Network, Supported Staking Application, Supported Digital Assets, your Third-Party Wallet, or any technology (including but not limited to Staking and smart contract technology) on which we, the Interface, our industry partners, Supported Staking Network, Supported Staking Application, Supported Digital Assets or your Third-Party Wallet relies or any other network associated with the Service. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. We may not be able to detect such Network Attacks & Vulnerabilities in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.



Our Service could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of our Service, such as disruptions caused by software viruses or attacks by unauthorised users, some of which are beyond our control. Although we have taken steps to guard against malicious attacks on our appliances and infrastructure, which are critical for the maintenance of the Interface and the Service, there can be no assurance that Network Attacks & Vulnerabilities will not be attempted in the future, and that any of our enhanced security measures will be effective. We may be prone to attacks on our infrastructure intended to steal information about technology, financial data or user information or take other actions that would be damaging to us and users of the Service. Any significant breach of our security measures or other disruptions resulting in a compromise of the usability, stability and security of the Supported Staking Network or Service (including the Interface) may adversely affect the public confidence in the Supported Staking Network or Service.



We are dependent in part on the location and datacenter facilities of third parties



Our infrastructure network is in part established on servers which are owned or housed at the location facilities of third parties, and/or servers that it rents at datacenter facilities of third parties. If we are unable to maintain such network on commercially reasonable terms or at all, we may be required to transfer our services to a new datacenter facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures.&#x20;



Additionally, the third party providers of such facilities may suffer a breach of security as a result of third party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorised access to the data in such servers. As techniques used to obtain unauthorised access to, or to sabotage systems change frequently and generally are not recognised until launched against a target, Birthday Research and its Affiliates, and the providers of such facilities, may be unable to anticipate these techniques or to implement adequate preventive measures.



Legality of the Service, Supported Staking Network, Supported Staking Application and/or Supported Digital Assets may be subject to clarification, implementation or change



The Applicable Laws in relation to the Service, Supported Staking Network, Supported Staking Application, and/or the Supported Digital Assets in various jurisdictions may be uncertain and/or subject to clarification, implementation or change. In the event of such clarification, implementation or change, the availability of the Service and/or the Supported Digital Assets (in connection with the Service) may be adversely affected, including but not limited to the suspension or deactivation of the Service and/or the availability of the Supported Digital Assets (in connection with the Service).



We may also have to take measures to comply with such regulations, or have to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to the Interface. This may impact the appeal of the Interface for users and result in decreased usage of the Interface.\


Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining the Interface may no longer be commercially viable and we may opt to suspend or discontinue the Service. Further, it is difficult to predict how or whether governments or regulatory authorities may clarify, implement or change any Applicable Laws affecting digital ledger technology and its applications, including the Service. We may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.\


Certain parts of our work and processes may risk being disrupted by new technologies that may emerge



New technologies may emerge and have a disruptive effect on certain parts of our work and processes. In particular, blockchain and digital ledger technology is rapidly developing and evolving, and technological advancements may render certain or all parts of our work and processes obsolete and ineffective. This may have an adverse effect on the demand for or the availability of the Service, Supported Staking Network, Supported Staking Application, and the Supported Digital Assets.



The Interface, Supported Staking Network, Supported Staking Application, User Account, and Supported Digital Assets are exposed to risk of attacks



While we will make every effort to ensure that Interface is secure, there is no assurance that the Interface, Supported Staking Network, Supported Staking Application, or your Third-Party Wallet will not be subject to Network Attacks & Vulnerabilities. Such events may occur as a result of, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event(s), the Service may be disrupted and the Supported Digital Assets and/or Validator Tokens may even be stolen or diverted to a different address. Unless you specifically obtain private insurance to insure your Supported Digital Assets, you may not have any recourse as a result of such loss of Supported Digital Assets.



There may be unanticipated risks arising from the use of the Service



Staking and the technologies involving proof-of-stake and other Service-related consensus protocols are novel, experimental and speculative, and therefore there is significant uncertainty regarding the application of and viability of such technology. In addition to the risks included hereto, there are other risks associated with your use of the Service, including those that we cannot anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks discussed hereto.



**B. GENERAL RISKS RELATING TO STAKING AND CRYPTOGRAPHIC TOKENS**



Digital Assets and their underlying technologies face a number of intrinsic risks due to their entirely digital nature and structure, including but not limited to:



* faults, defects, hacks, exploits, errors, protocol failures or unforeseen circumstances occurring in respect of a Digital Asset or the technologies or economic systems on which the Digital Asset rely. Digital Assets held in custodial and non-custodial wallets, as well as the protocol or technologies on which a Digital Asset depends, remain vulnerable to hacking;



* transactions in Digital Assets are permanent and irreversible, and any losses that you may suffer due to fraudulent, accidental, or erroneous transactions may not be recoverable;



* the decentralised nature of the blockchain, which means that we have no regulation or control over any failure, mistake, error and/or breach which shall occur on the blockchain or on any other networks in which the Digital Assets are being issued and/or traded;



* delays causing a transaction to not be settled on the scheduled delivery date; and



* The underlying protocols of the Digital Assets may be subject to sudden changes in operating rules (known as Forks). Such Forks may materially affect the value, function, and/or even the name of the Digital Asset, and we may not be able to support certain forked Digital Assets on our platform.\


Our Validator Node might encounter situations where it becomes unavailable or goes offline, which affects Validator Rewards



We may need to carry out periodic maintenance and reconfiguration of our systems (for instance, planned reboots to update host configuration or software), or encounter emergencies such as power outages, and network problems. As a result, the Validator Node may go temporarily unavailable/offline from time to time.\


An unavailable Validator Node does not receive Validator Rewards and transaction fees, as the Validator Rewards are paid by the blockchain in proportion to the Validator Node’s vote transactions count, and the Validator Node is unable to post said transaction count if it is unavailable or facing other problems. Validator downtime will negatively affect Validator Rewards, and you should always check the recent downtime duration history of a Validator Services provider before participating in its services.

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