IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 8. PLEASE READ THE TERMS CAREFULLY.
Chorus One AG (“Chorus,” “we,” “us,” or “our”) is a leading blockchain infrastructure provider with a focus on enabling decentralized proof-of-stake technologies, such as Ethereum and Solana. Chorus hosts a website, https://Chorus.one/, that serves information regarding our products, and provides access to our services (collectively, the “Services”) (the top level domain with the sub-domains collectively referred to as the “Site”), which include text, images, audio, code and other materials or third party information.
These Terms of Service (the “Terms”) contain the terms and conditions that govern your access to and use of the Site and Services provided by us and is an agreement between us and you or the entity you represent (“you”, “your” or “User”). Please read these Terms of Service carefully before using the Site or Services.
By using the Site, clicking a button to use or access any of the Services, or staking tokens to any of Chorus’ Validator Nodes, you (1) accept and agree to these Terms, and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy as of the date on which any of the events listed above occur (the “Effective Date”). If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Services.
1.1 Services. Chorus operates software and infrastructure services to enable participation in various blockchain services (the “Services”) such as staking digital assets to receive rewards for securing Proof-of-Stake (POS) Networks, minting liquid staking tokens, restaking tokens or participate in other blockchain services. You may access and use the Services only in accordance with these Terms. You agree to comply with these Terms and all laws, rules and regulations applicable to your use of the Services. CHORUS DOES NOT PROVIDE ANY ADVICE OR MAKE ANY RECOMMENDATIONS ABOUT ENGAGING IN STAKING OR OTHER SERVICES. Your choice to participate in staking and which method to do so are entirely your own.
1.2 No Custody. Chorus operates non-custodial services, including staking, meaning we do not have access to the security key that permits you to access the tokens you have staked and any Rewards you have earned. We are not able to take custody of your Rewards or assets. You acknowledge that you and not Chorus are responsible for safeguarding the security key that controls access to your Staked Tokens and your Rewards.
1.3 Disclaimer and Slashing. Chorus reserves the right to modify the list of referenced Validator Nodes at any time without prior notice and may modify or discontinue any part of the Services at any time. Staking is provided “as is.” Chorus is not responsible in any way for any failure by any supported blockchain Network to transfer Rewards (including any risks of “Slashing”) or for the loss, destruction, or transfer of Rewards to the incorrect wallet address. Chorus does not guarantee uninterrupted or error-free operation of the staking services or that it will correct all defects or prevent third-party disruptions or unauthorized third party access.
1.4 Third-Party Services. In certain Services, you may view, have access to, and may use the informational content, products, or services of one or more third parties. In each such case, you agree that you use such Third Party Services at your own election and your use is governed by separate terms and conditions set forth by the applicable third party service provider. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies. Third Party Services are provided for your convenience. We do not control Third Party Services and do not guarantee such services. Chorus disclaims all responsibility and liability for any losses due to your reliance upon or use of such services.
1.5 Support. You may seek or receive technical or product support, information, advice, or guidance from us regarding the Services, including via content on the Site, chat interface, or other medium. All support made available or provided by or on behalf of Chorus is believed to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you are representing that you have adequate skill and experience regarding the proper selection, use, and/or application of Services at your own discretion and risk. With the exception of instances of gross negligence, you hold us harmless for any injury that may result from the support you receive from us.
2.1 Rewards and Fees. You understand and agree that the delegation of digital assets to a Validator Node does not grant you any right to request payment of any kind, but merely a potential right to share in the Rewards generated by the Validator Node. When a Validator Node successfully validates a block of transactions in that Network, you may receive Rewards granted by such a Network as well as additional Rewards related to MEV, block building or other methods to boost Rewards, where applicable, and Chorus will receive a flat Service Fee as a percentage of the Rewards earned (at the rate indicated most recently posted on the Site, or where applicable, the Service interface). Your Rewards will be determined by the requirements of the applicable Network or third party service. Please be aware that some Proof-of-Stake Networks require that a certain amount of Staked Tokens be “locked” (restricted from any use, sale or transfer) for a certain period of time while staking.
2.2 Withdrawal, Suspension. You may un-stake or stop using the Services at any time. Depending on the protocol and the withdrawal processing queue, which Chorus does not control, the unstaking process may take hours or even days to complete. Any expected unstaking periods are estimates only. You may have to complete additional steps to claim your Rewards depending on the third party service provider that is supporting the validators you chose to use. Chorus may suspend or terminate this staking offering for any reason in its sole discretion and is under no obligation to disclose the details of its decision to take such action with you, but if Chorus does so, Chorus will not itself inhibit access to your Staked Tokens or to any Rewards you have earned, but we take no responsibility for any Third Party Service or any third party protocol. Upon 30 days notice from Chorus of termination of the offering or suspension of your access, you must initiate and complete the un-stake process. Upon expiration of that 30 day notice period, in its sole discretion, Chorus may initiate the un-stake process on your behalf and your Staked Tokens and any Rewards issued by the third party protocol to the wallet you staked with.
2.3 No Guarantee of Rewards. CHORUS DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS OR ANY OTHER REWARDS. SUCCESSFUL TRANSFER OF THE REWARDS IS SUBJECT TO THE PROOF-OF-STAKE NETWORKS AND IS NOT UNDER CHORUS’ CONTROL. REWARD RATES ARE DETERMINED BY THE UNDERLYING PROTOCOLS AND NOT BY CHORUS AND MAY FLUCTUATE, INCLUDING BECAUSE THE UNDERLYING SERVICES GENERATING REWARDS ARE PERFORMED IMPROPERLY.
2.4 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under these Terms. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.
3.1 Term. The Service under these Terms will start on the Effective Date. The Effective Date of the Service is the date on which User first uses the Services or delegates any Token(s) to Chorus Validator Nodes. Either party may terminate these Terms: (a) at any time for any or no reason (i) on delivery of written notice of termination to the other Party, (ii) in the case of User, by removing (undelegating) their Tokens, or (iii) in the case of Chorus, by taking steps to shut down the Validator Node or, if technically possible, denying/terminating the delegation of Tokens of User to Chorus, (b) for good cause, with immediate effect, if the other party materially breaches a provision of these Terms; in each case, the termination is subject to any restrictions on termination provided in the terms of the Network.
3.2 Termination. Upon termination, the User shall (i) cease to use the Service; (ii) initiate undelegation of the Tokens, as applicable; and (iii) pay to Chorus all fees and expenses outstanding through the termination date. Upon termination, Chorus shall pay to the User its attributable Rewards minus any Service Fees. Further, the termination of these Terms, for any reason, shall not affect the entitlement of Chorus to any fees and expenses due. Upon termination of these Terms, all licenses to access and use the Services will likewise terminate, and User will immediately thereafter discontinue all such access and use. Any obligations and duties that by their nature extend beyond the expiration or termination of these Terms will survive the expiration or termination of these Terms including, without limitation, accrued rights to payment, warranty disclaimers and limitations of liability.
4.1 User Obligations and Eligibility. By using the Services, you represent and warrant that:
4.2 Use Restrictions. You shall not (a) Use the Services for any purpose not specifically permitted in these Terms; (b) Reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services; (c) Modify, adapt, or translate the Services; (d) Make any copies of the Services; (e) Resell, distribute, or sublicense the Services or use the Services for the benefit of anyone other than yourself; (f) Remove or modify any proprietary markings or restrictive legends placed on the Services; (g) Use the Services in violation of any applicable law, regulation, or sanctions program, including engaging in business with individuals, entities, or in countries or territories that are subject to financial or trade sanctions or embargoes including North Korea, Cuba, Iran, Syria, and Russia; (h) Use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission; or (i) Introduce, post, or upload to the Services any Harmful Code.
5.1 Security Obligations. You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your activities. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. Your obligations under these Terms include ensuring any available software updates or upgrades to a Service you are using are promptly installed or implemented. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a secret recovery phrase that involved intrusion through any means into your personal device or a cloud provider’s data repository.
5.2 Blockchain Risks. Chorus does not own or control the underlying software protocols that govern supported Networks or the Third Party Services you may choose to use. These protocols and smart contracts are generally open-source and may be modified, forked, or suspended without notice. Chorus makes no guarantees regarding the functionality, security, or future availability of any Network. In response to material protocol changes (e.g., forks or governance updates), Chorus reserves the right to suspend services, decline support for forked assets, or take any necessary protective action at its sole discretion. Users acknowledge and accept the risks of such protocol-level changes.
5.3 Staking, DeFi, and Other Risks.
6.1 Limited Warranty. Chorus represents and warrants that it shall use commercially reasonable efforts to provide the Services without introducing errors or otherwise corrupting any data submitted by the User.
Except as expressly set forth in these Terms, the Services, including any blockchain data and information therein, are provided "as is" and "as available" without warranty of any kind. Chorus does not warrant that:
6.2 Disclaimer. To the maximum extent permitted by applicable law, other than as expressly represented herein, Chorus disclaims all representations and warranties related to its performance under these Terms, whether express, implied, statutory or otherwise including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed.
6.3 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $10,000 USD. CHORUS SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY SERVICE EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGMENT OF A COURT OR ARBITRATOR.
6.4 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7.1 License. Chorus owns all right, title, and interest in and to the Services, and all related technology and intellectual property rights. Subject to the terms of these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms.
7.2 Suggestions. If you provide any suggestions or feedback to us, we and our affiliates will be entitled to use the suggestions or feedback without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the suggestions or feedback and agree to provide us any assistance we require to document, perfect, and maintain our rights in the suggestions or feedback .
7.3 Usage Data. You agree that the Chorus may collect, use, and analyze data related to your use of the Services for the purposes of enhancing, improving, and optimizing Chorus's current and potential products and services. Such data usage will include but is not limited to aggregating usage patterns, identifying service trends, and developing new features. Chorus ensures that any data collected will be handled in accordance with applicable data protection and privacy laws and will not include any personally identifiable information.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
8.1 Jurisdiction. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Switzerland.
8.2 Binding Arbitration. Any dispute, claim or controversy relating in any way to these Terms, the Site, or your use of the Services will be resolved by binding arbitration as provided in this Section, rather than in court, except that you may assert claims in small claims court if your claims qualify. In each case, each party bears its own costs unless the arbitrator rules otherwise.
8.2.1 If you are located in the United States: An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitration will be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the effective date of these Terms, including Rules 16.1 and 16.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a New York state court located in New York. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of these Terms including any claim that all or any part of these Terms is void or voidable. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
8.2.2 If you are located in Europe: Any dispute, claim or controversy relating in any way to these Terms, the Services, your use of the Services, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be Dublin, Ireland.
8.2.3 If you are located in any territory that is not specifically enumerated above, you may elect for either the United States or Europe rules described above to apply to you, otherwise any claim relating in any way to these Terms, the Services, your use of the Services, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the LCIA Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. If the dispute is not settled by mediation within 14 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the claim shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed to be incorporated by reference into this clause. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be Switzerland or Singapore, at your choosing.
8.3 Class Action Waiver. YOU AND WE AGREE THAT EACH 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 PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
8.4 30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the email address legal@chorus.one with subject line LEGAL OPT OUT. The notice must be sent within 30 days of your first use of the Services, otherwise you shall be bound to arbitrate disputes and will be deemed to have agreed to waive any right to pursue a class action in accordance with the terms of those paragraphs. If you opt-out of these provisions, we will also not be bound by them.