Unos Finance LLC (“Unos”, the “Company,” “Us,” “Our” or “We”), by and through www.unos.finance (the “Site”), operates permission-less decentralized DeFi protocol that combines spot trading services and money markets with lending and borrowing services through smart contracts. In the money markets, the interest rates and collateralization ratio are
based on supply, demand, and other market forces and borrowing limits are decided by liquidity in the trading pairs. (as defined below, the “Services”). Unos is a utility token and does not fall under the definition of securities, further the company doesn’t take any responsibility on price
“Blockchain” means a digital ledger in which transactions made with a Cryptocurrency are recorded chronologically.
“Cryptocurrency” means a digital currency, operating independently of a central bank, in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.
“Client Data” means all data, files and information that Client provides to Unos in the course of using the Services.
“Client Funds” means the Cryptocurrency funds held by Client.
“Net Revenue” means Staking Rewards minus any Slashing Penalties assessed, if applicable.
“Pooled Staking Service” means the Unos Service that runs Staking Nodes for Supported Protocols and allows investors to Stake their Cryptocurrency holdings in exchange for a percentage of the Net Revenue generated from Staking.
“Slashing Penalty” means any penalty assessed by the Cryptocurrency for unavailability or slow, incorrect or malicious performance.
“Staking” or “to Stake” means committing Cryptocurrency holdings as a monetary guarantee of the correct and performant operation of a designated Staking Node.
“Staking Nodes” means the collection of server hardware and software required to maintain a current copy of the Blockchain for a Cryptocurrency and to produce or validate new blocks.
“Staking Node Services” or the “Services” means the Pooled Staking Service.
“Staking Rewards” means all Cryptocurrency generated by operating Staking Nodes, including, but not limited to, block rewards, endorser rewards, transaction fees and any other direct payments as a result of operating a Staking Node.
“Supported Protocol” means a Cryptocurrency for which Unos operates Staking Nodes.
“Revenue Share Payments” means the percentage of Net Revenue paid to Client as set forth in Section 2(c).
“Unbonding Period” means the Cryptocurrency imposed waiting period, during which the Client Funds and End Users Funds may not be withdrawn or sold.
2. UNOS RESPONSIBILITIES
a. Staking Node Services. During the Term, Unos will provide the Staking Node Services to Client in accordance with the service level terms set forth below.
b. Server Procurement, Setup & Maintenance. Unos will determine, in its sole discretion, the network and server requirements to reliably operate Staking Nodes. Unos is responsible for all costs associated with procuring, installing and operating the Staking Nodes.
c. Revenue Share Payments: Unos will pay Client a percentage of Net Revenue directly attributable to Client Funds. Pooled Staking Services will pay a percentage of Net Revenue that will vary by Cryptocurrency, and will be posted on the www.unos.finance or in your account. All Revenue Share Payments will be made in the same Cryptocurrency in which the Client Funds or End Users Funds are denominated, as applicable.
d. Reporting: Unos will provide regular reports through our dashboard detailing the performance of the Services to Client. Such reports will provide mutually agreeable detail to enable the accurate calculation of Net Revenue.
e. Non Custodial: Unos provides non custodial service where by the ownership of the cryptos whether physical or digital stays with the client and only balances are reflected on the Site.
3. CLIENT RESPONSIBILITIES
a. Stake Delegation. Client will have the sole right to determine the amount of Client Funds and End Users Funds which will be Unos pursuant to this Agreement.
b. Withdrawals. Client acknowledges and agrees that Client Funds and End Users Funds which have been Unos pursuant hereto may not be withdrawn prior to the conclusion of the Unbonding Period.
c. Taxes: Client shall be responsible for payment of all applicable taxes, if any, to which the Revenue Share Payments might be subject and any and all other taxes which may apply to Client; Unos makes no representations in this regard. Client agrees to indemnify and hold Unos harmless against any taxes, including penalties, duties and interest levied by any government on the Revenue Share Payments.
4. LICENSE GRANT; RESTRICTIONS
a. Proprietary Rights. Client acknowledges and agrees that this license conveys no title or ownership rights to the Unos Services. Client does not acquire any rights in the Services, express or implied, other than those expressly granted in this Agreement and all rights not expressly granted to Client are reserved by Unos. Unos retains all right, title and interest in
and to the Unos Services, including without limitation, all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof.
b. Restrictions. Client will not, and will not permit any other third party to modify, reproduce, copy, reverse engineer, decompile, reverse assemble or otherwise attempt to discover the source code or algorithms for the Unos Services, or access the Services in order to build a similar or competitive product or service. Client will not, and will not permit any of its End Users or other third party to use any device, software or routine to interfere with the proper function of the Services. The Unos Services may not be used in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights. If there is a complaint or notice of violation, use may be suspended until resolved, and terminated if not resolved promptly.
a. Termination. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after receipt of written notice describing the breach in reasonable detail. In addition, Unos may terminate this Agreement on seven (7) days written notice for any reason or no reason whatsoever.
b. Effect of Termination. Upon termination or expiration of this Agreement: (i) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate, (ii) ii) each party will destroy all Confidential Information and other materials of the other party in its possession and (iii) Sections 4(b), 5(c), 6, 7(c), 8, 9 and 14, together
with any payment obligations existing as of the effective date of termination, will survive.
The parties acknowledge that the terms of this Agreement will be confidential. The parties further acknowledge that, in the course of performing duties under this Agreement, each party may obtain from the other party data or information of a confidential or proprietary nature,
including know-how and trade secrets, relating to the business, the affairs, the development projects, or current or future products or services of such party (“Confidential Information”). Data or information will be considered Confidential Information if: (a) a party has marked it as such; (b) a party, orally or in writing, has advised the other party of its confidential or
proprietary nature, or (c) due to its character and nature, a reasonable person under like circumstances would treat it as confidential. Neither party will either (i) publish, disclose or otherwise divulge any of the other party’s Confidential Information to any person, except its officers, employees or agents with a need to know who are under a contractual or professional duty to maintain the confidentiality of such information consistent with the obligations imposed hereunder; or (ii) permit its officers, employees or agents to divulge any of the other party’s
Confidential Information without the express prior written consent of the other party. The receiving party will protect the disclosing party’s Confidential Information with the same degree of care that the receiving party protects its own information of a similar nature, but in no event
less than reasonable care. Neither party will use the other party’s Confidential Information except in the course of performing its duties under this Agreement. The foregoing obligations will not apply to any Confidential Information that (1) is already known to the receiving party;
(2) is or becomes publicly known through no wrongful act of the receiving party; (3) is independently developed by the receiving party without benefit of the disclosing party’s Confidential Information; (4) is received from a third party without similar restriction and without breach of any obligation of confidentiality; or (5) is required or reasonably necessary to be disclosed to comply with laws, statutes, regulations, orders, and other governmental rules. Additionally, neither party will be prohibited from disclosing the terms and conditions of this Agreement to financial institutions when required to obtain financing or to a third party involved with a potential merger or acquisition (either as target or acquirer). The obligations of
confidentiality described above will expire three years after the expiration or termination of this Agreement.
7. REPRESENTATIONS & WARRANTIES
a. Representations and Warranties by Unos. Unos represents and warrants to Client that: (i) it has the power and authority to enter into this Agreement, (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Unos is bound, (iii) it provides the Services using commercially reasonable care and skill in
accordance with the service levels outlined
b. Representations and Warranties by Client. Client represents and warrants to Unos that: (i) it has the power and authority to enter into this Agreement, and (ii) entering into this Agreement will not be a breach or violation of any other contract or agreement to which Client is bound.
c. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS STATED IN THIS SECTION 7(a), THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. Client understands that while Unos employs measures to ensure that the Services are accessible 24 hours a day/7 days a week, Unos cannot guarantee the uninterrupted or error-free operation performance of the Services or that Unos will correct all defects or prevent third party disruptions or unauthorized third party access. Unos warranties will not
apply if there has been misuse, modification, damage not caused by Unos, failure to comply with instructions provided by Unos. Non-Unos services are sold under the Agreement as-is, without warranties of any kind. Third parties may provide their own warranties to Client.
8. LIMITATION OF LIABILITY
UNOS’S ENTIRE LIABILITY FOR ALL CLAIMS RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES INCURRED BY CLIENT, UP TO THE NET REVENUES ACTUALLY RECEIVED BY Unos IN THE PRIOR 12 MONTHS WITH RESPECT TO THE
SERVICES THAT ARE THE SUBJECT OF THE CLAIM, REGARDLESS OF THE BASIS OF THE CLAIM. Unos WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR ECONOMIC CONSEQUENTIAL DAMAGES, OR LOST PROFITS, BUSINESS, VALUE, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. THESE LIMITATIONS APPLY COLLECTIVELY TO Unos, ITS AFFILIATES, CONTRACTORS AND END USERS. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO: (A) A BREACH OF SECTION 2(C)
OR A BREACH OF SECTION 6, OR (B) A CLAIM FOR INDEMNIFICATION UNDER SECTION 9.
Client agrees to indemnify, defend and hold harmless Unos, its partners, agents, officers, directors and employees, from and against any loss, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred due to third party claims arising from any breach by Client of any representation, warranty, or provision in this Agreement. Unos shall indemnify, defend and hold Client harmless from and against any Losses incurred due to third party claims arising from any breach by Unos of any representation, warranty, or provision contained in this Agreement.
10. RELATIONSHIP OF PARTIES
Neither this Agreement, the relationship created between the parties hereto pursuant to this Agreement, nor any course of dealing between the parties hereto is intended to create, or shall create, an employment relationship, a joint venture, partnership or any similar relationship. Each party is solely responsible for the payroll taxes, workman’s compensation insurance, and
any other benefits owed to their own employees.
Neither party will issue any press releases or make any other public disclosures regarding this Agreement or its terms or the nature of the parties’ relationship without the other party’s prior written consent. Notwithstanding the foregoing, Unos may list Client as a customer on its
website and in marketing materials.
This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning party; provided, however, that this Agreement may be assigned by a party (a) to a person or entity who acquires substantially all of such party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of such party.
13. COMPLIANCE WITH LAWS
Each party shall comply, at its own expense, with all statutes, regulations, rules, ordinances, and orders of any governmental body, department or agency that apply to or result from its obligations under this Agreement. If Client receives any notice or becomes aware of any violation of any law, statute, rule, regulation or ordinance with respect to the White-Labeled
Services hereof, Client shall promptly notify Unos of such notice or violation.
The Client shall not use the services provided by Unos if the Services provided by Unos are prohibited in their country.
14. GENERAL TERMS
a. This Policy will be governed and interpreted in accordance with the laws of Wyoming without reference to conflicts of laws principles.
b. Unos will not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control.
c. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights.
d. Neither party will bring a legal action arising out of or related to the Agreement more than two years after the cause of action arose.
e. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.
f. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when sent by email to [email protected] Notice will be effective on receipt.
g. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.
h. THIS POLICY IS CURRENT AS OF THE EFFECTIVE DATE SET FORTH ABOVE. UNOS MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, CHANGE THIS POLICY FROM TIME TO TIME BY UPDATING THIS DOCUMENT. UNOS WILL POST ITS UPDATED POLICY ON THE WEBSITE ON THIS PAGE. UNOS ENCOURAGES YOU TO REVIEW THIS POLICY REGULARLY FOR ANY CHANGES. YOUR CONTINUED USE OF THIS WEBSITE AND/OR CONTINUED PROVISION OF PERSONAL INFORMATION TO US WILL BE SUBJECT TO THE TERMS OF THE THEN-CURRENT POLICY.