# Terms of Use

Effecitve Date: May 29th, 2024

By directly or indirectly accessing or using the Website and/or Services (each, as defined below), including, but not limited to, indirectly linking your Digital Wallet (defined below) to the Services through a site or service operated by a third party, or otherwise using the Website or Services or any portion thereof, you hereby consent to be bound by these terms and conditions (“**Terms**”). These Terms are entered into, and create a legally binding agreement, by and between you, and any organization you are acting on behalf of (“**you**” or “**your**”) and Smart Savings Foundation (“**Latch**”, “**we**,” “**our**,” or “**us**”).

We may amend or modify these Terms at any time and for any reason. The amended or modified Terms are effective immediately upon us posting them or otherwise making them available on [latch.io](http://latch.io) (“**Website**”) and by continuing to link your Digital Wallet (as defined below) to our Services, or otherwise use our Services, you agree to such amended or modified Terms. You agree to be responsible for reviewing the Terms and any amendments or modifications thereto. If you do not agree with the Terms, your sole and exclusive remedy is to cease your use of the Services and/or Website.

THESE TERMS CONTAIN IMPORTANT INFORMATION, INCLUDING A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER, BOTH OF WHICH IMPACT YOUR RIGHTS AS TO HOW DISPUTES ARE RESOLVED.

**1. Definitions.** The definitions for certain defined terms used in these Terms are set out below. Other terms are defined elsewhere in these Terms.

1.1 “**Digital Assets**” means any digital blockchain asset subject to the Services.

1.2 “**Digital Wallet**” means the wallet or similar device or software used to store Digital Assets.

1.3 “**Net Reward**” means the sum of the Rewards minus any Protocol Fees, Service Fees and Transaction Fees.

1.4 “**Rewards**” means any rewards granted by the Supported Staking Protocols, including staking rewards, block rewards, and transaction fees, in each case as actually granted by such Supported Staking Protocols, as applicable.

1.5 “**Protocol Fees**” means any fees charged by the applicable underlying Supported Staking Protocols.

1.6 “**Supported Asset**” means a Digital Asset for which you can use to participate in staking services via the Services.

1.7 “**Supported Staking Protocol”** means a staking, delegation or other validator node or staking smart contract that you can connect to via the Services.

1.8 “**Transaction Fees**” means the aggregate amount of fees prepaid by us on your behalf pursuant to Section 3.3 hereof.

**2. Services**

2.1 **The Services**. Subject to these Terms, we offer a set of user interfaces and staking services that allows users to connect to certain third party Supported Staking Protocols for Supported Assets (collectively, the “**Services**”). The Services are strictly offered on a non-custodial basis. You hereby agree and acknowledge that (a) Latch does not at any time hold or custody any assets on your behalf, and (b) Latch solely offers a set of user interfaces for you to interact with third party Supported Staking Protocols, none of which are controlled by Latch.

2.2 **Staking Pools**. Each of the Latch staking pools are single asset and any Supported Assets transferred into such staking pools are staked to a single Supported Staking Protocol. For each Supported Asset, you may choose among multiple Supported Staking Protocols. You may transfer Supported Assets directly into each Latch staking pool, or you may use a third party service, including decentralized exchanges, to convert any Digital Assets that you own into a Supported Asset before they are staked into a Latch staking pool. From time to time, we may also offer a front-end user interface to facilitate connectivity services with third party decentralized services. You agree and acknowledge that your use of such third party services shall be at your own risk and Latch does not bear any responsibility whatsoever for such third party services.

2.2 **License to Access the Services**. Subject to these Terms, we hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable right and license to access and use the Services for purposes of staking Supported Assets to Supported Staking Protocols accessible via our Services.

2.3 **Blockchain Events**. You acknowledge and agree that the Supported Staking Protocols are independently and separately operated and controlled by third parties. As such, at any time and for any reason, such Supported Staking Protocols may modify their protocols, stake or unstake, bond or unbond your Digital Assets, fork, or implement any other action or change that may impact your Net Rewards, Supported Assets, the Services and/or your access to and use of each of the foregoing (together, a “**Blockchain Event**”).

2.4 **Changes to the Services**. We reserve the right to modify, alter or otherwise change the Services from time to time by adding, deleting, or otherwise modifying features or functionality to improve your experience, comply with applicable regulations and/or laws or for any other reason or purpose. We further reserve the right to (i) discontinue any feature of the Services or any portion thereof at any time, including, without limitation, discontinue to support any Supported Asset, or Supported Staking Protocol, or other services, or (ii) remove any content from the Services at any time, in each case for any reason in our sole discretion and without notice to you. You specifically acknowledge and agree that we are not (a) responsible for such modifications, changes, content removals, or (b) liable for any loss of value of your Digital Assets or loss of Net Rewards that may result directly or indirectly from any such changes or any Blockchain Event.

**3. Rewards; Fees**

3.1 **Rewards**. Your use of the Services may result in a Net Reward that is issued by the applicable Supported Staking Protocol and either (a) transferred to the Digital Wallet address where your Supported Assets originated or is otherwise used by you in connection with the Services (the “**Originating Wallet**”), or (b) eligible to be claimed by you using the Originating Wallet. You acknowledge that (i) such Net Rewards may be issued in the same denomination as the Supported Assets, (ii) any estimates or projections of Rewards or Net Rewards, as applicable, are not a guarantee, (iii) we will never ask for and you should never provide to us the private key for your Originating Wallet or any other wallet, (iv) we are not responsible for the loss of your private key or your inability to access (a) your Originating Wallet, or (b) any resulting Net Rewards that may be stored or claimable therein, and (v) you assume responsibility for ensuring the proper use of the correct and valid address of your Originating Wallet(s), and that your Originating Wallet supports and is otherwise compatible with the applicable Supported Asset and Supported Staking Protocol. You specifically acknowledge and understand that your Net Rewards may be subject to a bonding/unbonding, locking/unlocking, claim or other delay period or mechanism by a Supported Staking Protocol that may render your Net Rewards and/or Supported Assets unavailable and/or subject to other restrictions imposed and controlled by such Supported Staking Protocol (collectively, “**Protocol Restrictions**”).

3.2 **Services** **Fees**. In consideration for granting you a limited license to access and use our Services, you hereby agree that we may charge a service fee (a “**Service Fee**”). Any such Service Fee may be transferred to us directly by the applicable Supported Staking Protocol.

3.3 **Transaction Fees**. Latch further provides a service whereby users who wish to transact using their Galxe Smart Savings Balance can request us to pre-pay any transaction or gas fees on behalf of such user on the Ethereum, Solana, and other blockchains, as the case may be. You agree that upon your request we may agree to do so in our sole discretion. In the event that we pay any Transaction Fees on your behalf, you agree that upon your withdrawal of any Supported Assets from a Latch Staking Pool, we may deduct the U.S. dollar equivalent value of such Transaction Fees from the amount of Supported Assets that you may withdraw from such staking pool. You further agree that in the event that the aggregate amount of Transaction Fees exceed the amount that you are eligible to withdraw from any Latch staking pools, we reserve the right (at our discretion) to seek compensation via legal and other remedies. Please note that third parties, such as Galxe Wallet, have their own Terms of Service/Use (or equivalent thereof) and Privacy Policies associated with their products/services. Prior to accessing or using such third party products/services in connection with our Services, you are responsible for reviewing, agreeing to and complying with their respective Terms of Service/Use (or equivalent thereof) and Privacy Policies.

**4. Termination**

4.1 **Termination**.  In the event that you breach these Terms or if we reasonably determine that action is necessary or advisable under applicable law, we may terminate or suspend your right to use or otherwise access the Services with or without notice to you.  Such termination or suspension shall be a non-exclusive remedy for your breach of these Terms and we reserve the right to pursue any and all additional remedies that may be available to us. We may also terminate or suspend the Services in whole or in part for whatever reason and at any time. Notwithstanding the foregoing, you acknowledge and agree that termination of these Terms may be subject to other terms and conditions maintained and enforced by Supported Staking Protocols or other third parties.

4.2 **Effects of Termination**. In the event of any termination or suspension pursuant to Section ‎4.1 or otherwise, the Services will immediately cease. Termination or suspension of the Services may require you or us to complete certain additional tasks that comprise part of the Services, including, but not limited to, your compliance with certain Protocol Restrictions. The performance of such tasks shall be at our discretion and you disclaim any responsibility or obligation that we may have to perform such tasks.

4.3 **Survival**. The following Sections shall survive termination of these Terms: Section ‎3.2 (Fees), ‎3.3 (Transaction Fees), Section ‎4.2 (Effects of Termination), Section ‎5 (Intellectual property), Section ‎7 (Disclaimer), Section ‎8 (Limitation of Liability), and Section ‎‎9 (Indemnification).

‍**5. Intellectual property**

5.1 **Ownership**. As between you and us, we own all rights, title, and interest in and to the Services and Website and any modifications, improvements, adaptations, enhancements, derivates thereto and any intellectual property rights related thereto, including, but not limited to, patent rights, trademark rights, copyrights, and trade secret rights and any other intellectual property and/or industrial rights recognized anywhere in the world.

5.2 **No Other Right**.  Except for the limited license granted to you in Section ‎2.2, we do not grant or convey to you by implication, waiver, estoppel or otherwise any license to, any right, title, or interest in and to our intellectual property rights in or to the Services and Website or any other products, software or technology shared or made available by us under or in connection with these Terms.

5.3 **No Reverse Engineering; Restrictions**. You agree not to, directly or indirectly, (i) copy modify, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or any other proprietary information or materials related to the Services or the Website; (ii) use the Services or Website to (a) build a competitive product, software or other technology that could be used to offer similar services as to those offered hereunder, (b) engage in activity that seeks to defraud us or any other person or entity, including but not limited to, providing any false, inaccurate or misleading information in order to unlawfully obtain the property of another, or (c) engage in activity that breaches these Terms; (iii) interfere with the Services or Website, their security, network and the operability of any of the foregoing; or (iv) introduce, post, or upload, (a) bugs, time bombs, time locks, traps, trojan horses, or (b) any other harmful code or software that can corrupt or damage data, storage media, programs, equipment, or any hardware used in connection with the Services or Website.

**‍6. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS; ACKNOWLEDGMENT OF RISKS**

6.1 **Your Representations and Warranties**. You represent, warrant and covenant that:

(i) the organization or entity you may be acting on behalf of is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into these Terms;

(ii) you have all requisite power and authority to, and no other proceedings on its part are necessary to, execute and deliver these Terms;

(iii) your performance of your duties and obligations under these Terms and in connection with your use of the Services and Website shall comply with all applicable laws, rules, and regulations;

(iv) you and the organization or entity you may be acting on behalf of are not (a) located, incorporated or otherwise established in, or a citizen or resident of any state, country or other jurisdiction that is designated by the U.S. Secretary of State as a country supporting international terrorism, or to which U.S. nationals cannot lawfully engage in transactions as designated by the Office of Foreign Assets Control (“**OFAC**”), including Cuba, Crimea, Luhansk and Donetsk regions of Ukraine, Democratic People’s Republic of Korea, Iran and Syria, (b) a person found on the OFAC Specially Designated Nationals, Blocked Persons List, or any other consolidated prohibited persons list as determined by any applicable governmental authority (including any such list maintained by the government of the United Kingdom and/or British Virgin Islands), (c) a person identified as a terrorist organization on any other relevant lists maintained by any governmental authority, or (d) a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure;

(v) you are of legal age in the jurisdiction in which you reside and have the full legal authority and right (a) to be bound to these Terms, and (b) to bind the organization or entity you may be acting on behalf of to these Terms;

(vi) you have the right, title, and interest in and to the Supported Assets used by you in connection with the Services;

(vii) you have all the rights and requisite authority to submit or otherwise provide your Digital Assets, data or any other materials you provide under and in connection with these Terms;

(viii) any assets, including Supporting Assets used by you in connection with the Services is not encumbered or restricted in any manner that would prohibit compliance with these Terms;

(ix) you own or otherwise have the right to access and use the Originating Wallet(s) used in connection with the Services;

(x) you understand that the continued ability to provide the Services is dependent on many elements and you understand the risk involved with use of the Services, Website and Supported Staking Protocols;

(xi) you and the organization or entity you may be acting on behalf of are in compliance with all applicable laws and regulations;

(xii) you will not intentionally use the Services to commit or perpetrate any form of fraud or other violations of law and these Terms;

(xiii) your use of the Services shall not cause us to be in violation of applicable U.S. federal or state or non-U.S. laws or regulations, including, without limitation, anti-money laundering, economic sanctions, anti-bribery or anti-boycott laws or regulations, the U.S. PATRIOT Act, or the various statutes, regulations and executive orders administered by OFAC (“**OFAC Regulations**”) or any applicable laws, rules and regulations which apply in the British Virgin Islands, including the Proceeds of Criminal Conduct Act and the Anti-Money Laundering Regulations.

(xiv) None of the Supported Assets used by you in connection with the Services relate in any way to (i) the government of any country designated by the United States, the British Virgin Islands or other governmental authority as a country supporting international terrorism, (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national, (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations, (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other governmental authority as a money laundering jurisdiction or (v) directly or indirectly, any illegal activities.

(xv) you and the organization or entity you may be acting on behalf of have not been convicted of, or agreed to enter into a pretrial diversion or similar program in connection with the prosecution of, a criminal offense involving theft, dishonesty, breach of trust, money laundering, the illegal manufacture, sale, distribution of or trafficking in controlled substances, or substantially equivalent activity in a domestic, military, or foreign court;

(xvi) you are solely responsible for the security, custody and control of any Originating Wallets;

(xvii) you will not use the Services or Website in a manner that infringes, misappropriates or otherwise violates the intellectual property rights and privacy rights of any third party;

(xviii) you are not subject to any restriction or prohibition that would limit or prohibit your use of the Service or Website in accordance with these Terms;

(xix) the Supported Assets used by you in connection with the Services are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of applicable law or regulations; and (xviii) you will not use the Services or Website in any manner that violates applicable law or regulations.

6.2 **Acknowledgment of Risk**. You understand and agree that (i) the Website and Services facilitate access to Supported Staking Protocols, the use of which has many inherent risks and (ii) cryptographic and blockchain-based systems have inherent risks to which you are exposed when using the Website and Services.  You further represent that you have a working knowledge of the usage and intricacies of blockchain-based Digital Assets and that you acknowledge and understand that (a) your use of the Services exposes you to considerable risk of loss; (b) you may not earn any Net Rewards; (c) the operation of the Services and any resulting Net Rewards, if any, depends on the Supported Staking Protocols and other services provided by third parties whom we do not control or which no single identifiable person or entity controls, and as such, it may be difficult or impossible to recover any Digital Assets provided to such Supported Staking Protocols if such Digital Assets are lost or stolen; (d) Digital Assets and staking programs, including the Supported Staking Protocols are new technologies that currently face uncertain and evolving regulatory requirements in many jurisdictions; (e) the value of any Supported Assets may fluctuate and be highly volatile at any time, and the value of the Supported Assets may be insufficient to pay for any Transaction Fees; and (e) one or more such jurisdictions may, in the future, adopt laws, regulations or directives that affect one or more Supported Assets and/or Supported Staking Protocols and that may result in sudden changes (x) to the Services or (y) in connection with your Rewards or Supported Assets. For the avoidance of doubt, we specifically disclaim any liability for any losses or damages you experience in connection with any of the foregoing and you agree to assume full responsibility for all of the risks of accessing and using the Website and Services.

**7. DISCLAIMER.** THE SERVICES, WEBSITE, AND ANY OTHER PRODUCTS, SOFTWARE OR TECHNOLOGY PROVIDED BY US HEREUNDER IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS, AND HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE FURTHER DISCLAIM ANY LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSSES RESULTING FROM OR IN CONNECTION WITH SLASHING PENALTIES AND TRANSACTION FEES.

WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES.  NOTHING HEREIN NOR ANY USE OF THE SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OR WITH ANY THIRD PARTY SERVICES.

LATCH WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

**8. LIMITATION OF LIABILITY.**  EXCEPT FOR ACTS OF WILLFUL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL WE BE LIABLE UNDER THESE TERMS TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES OR LOST PROFITS, INTEREST, ATTORNEYS’ FEES, COMPUTER FAILURE OR MALFUNCTION, DATA LOSS, LOSS OF GOODWILL, OR REVENUE ARISING OUT OF RELATING TO, OR IN CONNECTION WITH THESE TERMS. TO THE EXTENT OUR LIABILITY IS NOT ALREADY EXCLUDED BY THE FOREGOING SENTENCE, OUR AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE  TERMS SHALL OTHERWISE BE LIMITED TO AN AMOUNT EQUAL TO ONE HUNDRED U.S. DOLLARS ($100).

**9. INDEMNIFICATION** You shall and hereby agree to indemnify, defend and hold us and our representatives, officers, directors, employees, successors and assignees harmless from and against any losses suffered by us arising from (i) your breach of these Terms, (ii) a breach of your representations and warranties and/or covenants made hereunder, (iii) your use of the Services or Website in violation of these Terms, (iv) your infringement, misappropriation, or violation of the rights of any other person or entity, (v) any content, materials, or information (in any form or medium) that you submit, post, upload, provide, contribute, or make available (or authorize or instruct us to do so) through the Services or Website, and (vi) violation of any law or applicable regulation. If you are obligated to indemnify us, we have the right to control any action if we want and you cannot settle any action without our consent, unless the settlement is only for money damages which you entirely pay.

‍**10. MISCELLANEOUS**

10.1 **Governing Law.** These Terms shall be governed by and construed in accordance with the laws of Panama, without regard for choice of law provisions thereof.

10.2 **Severability**. If any provision of these Terms or the application thereof to any person or circumstance is held invalid or unenforceable to any extent, the remainder of these Terms and the application of that provision to other persons or circumstances is not affected thereby, and that provision will be enforced to the greatest extent permitted by applicable laws.

10.3 **Waiver**. No waiver of any right under these Terms will be of any effect or binding upon anyone unless such waiver is in writing and is signed by an authorized representative of the party so waiving such right. No delay or failure of any party in exercising any right hereunder and no partial or single exercise of any such right will be deemed of itself to constitute a waiver of such right or other rights hereunder.

10.4 **No Third-Party Beneficiaries**. The provisions hereof are solely for the benefit of the parties and are not intended to, and will not be construed to, confer a right or benefit on any other person.

10.5 **Assignment**. You shall not assign or transfer (whether by operation of law or otherwise) these Terms (or any rights or obligations hereunder) to a third party.

10.6 **Force Majeure**. No party will be held liable or responsible to any other party nor be deemed to have breached these Terms for failure or delay in fulfilling or performing any provision hereunder when such failure or delay results from causes beyond the reasonable control of the affected party, which may include embargoes, acts of war (whether declared or not), insurrections, riots, civil commotions, acts of terrorism, strikes, lockouts or other labor disturbances, pandemics, epidemics or acts of God (a “**Force Majeure Event**”). The affected party will notify the other parties of such Force Majeure Event as soon as reasonably practical and will make every reasonable effort to mitigate the effects of such Force Majeure Event.

10.7 **External Sites and Third-Party Content**. The Website may contain links to third-party websites or content (“**External Sites**”). Such External Sites are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when (i) interacting with such External Sites, or (ii) downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

10.8 **Exclusive Forum**. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be settled solely by binding, individual arbitration in accordance with the BVI IAC Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Road Town, Tortola, British Virgin Islands, unless the Parties agree otherwise. The language to be used in the arbitral proceedings shall be English.  Prior to initiating arbitration, you and we must first attempt in good faith to resolve any such dispute, controversy or claim informally.  Accordingly, neither you nor us may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing.

10.9 **Class Action Waiver**. Notwithstanding anything to the contrary contained herein, any arbitration pursuant to these Terms must be on an individual basis. As a result, you may not join or consolidate claims in an arbitration by or against any other person, or litigate in court or arbitrate any claims as a representative or member of a class or private attorney general action.

10.10 **Contact Information**. For any inquiries or questions, please contact [support@latch.io](mailto:support@latch.io)
