GENERAL TERMS AND CONDITIONS
(last update October 2023)
These Terms and Conditions for Brick Towers Staking Services (“Terms”) between Brick Towers AG, a private limited company in Switzerland, with its registered office in Zug, Switzerland (“Brick Towers”) and the client (“Client”) governs the services of Brick Towers as defined in Article 2 hereinafter.
By staking Digital Assets with Brick Towers, Client agrees to be bound by these Terms (= conduct implying an intent). If Client does not agree to, understand, or cannot comply with, these Terms, Client must not stake its Digital Assets with Brick Towers. As such, please read these Terms carefully before staking Digital Assets with Brick Towers.
Please contact us at info[at]bricktowers.io for any questions or issues.
NOW, THEREFORE, in consideration of the mutual agreements contained below, Brick Towers and Client hereby agree as follows:
ARTICLE 1: DEFINITIONS AND RULES OF INTERPRETATION
Section 1.1 Certain Definitions and Rules of Interpretation
The terms defined in this Section 1.1, whenever used in these Terms shall have the meanings set forth below:
- “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.
- “Block Rewards” are additional Digital Assets that are newly minted as an increase to the total supply of Digital Assets.
- “Client(s)” refer to the clients who have subscribed to one or more of the Services offered. For staking services, it is a holder of Digital Assets who stakes Digital Assets with Brick Towers in order to be eligible to receive Block Rewards and Transaction Fees by exercising its Validation Rights on the Network.
- “Digital Asset” means any amount (including any fractional amount) of digital assets (also described as digital tokens) transacted in on the Network with transactions being recorded on the blockchain.
- “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self- regulatory organization.
- “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.
- “include(s)” and “including” shall be construed to be followed by the words “without limitation” unless the context requires otherwise.
- “Laws” means all laws, statutes, legal requirements, ordinances, rules, rulings, regulations, judgments, injunctions, orders and decrees enacted, promulgated or issued by any Governmental Authority.
- “Network”: A “Proof-of-Stake Network” is a digital blockchain ledger whereon transactions in Digital Assets are recorded and stored as a result of the coordinated activities of a distributed, peer-to-peer network (“Network”) of software clients (“Nodes”) running a consensus protocol.
- “or” shall be construed to be the “inclusive or” rather than “exclusive or” (i.e., shall be read as “and/or”) unless the context requires otherwise.
- “Person” means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.
- “Service Fees” means the amount paid to Validator Nodes for exercising Clients’ Validation Rights on the Network. Service Fees are usually expressed as a percentage of the total Staking Rewards and Transaction Fees earned.
- “Staking” refers to the act of locking up Digital Asset collateral on a “Proof-of-Stake” blockchain to contribute to the security of the Network and participate in its operation, thus, earning a Staking Reward. Depending on the type of Network, staking Digital Assets is implemented by delegating tokens to a Validator Node. The latter involves voting rights on the Network.
- “Transaction Fees” means any amount of Digital Assets paid to the Network by transactions. A part or the entire of Digital Assets paid in that way may be distributed to Clients exercising their Validation Rights and Validator Nodes on the Network.
- “Validator Node”. For purposes of network efficiency, only a limited number of Nodes are permitted to exercise Validation Rights on the Network at any given time.
- “Validation Rights” Clients owning Digital Assets native to a specific Network can participate in maintaining / securing the Network, where the amount of Digital Assets owned in relation to the total supply of Digital Assets in the Network is indicative of their Validation Rights within the Network. Validation Rights can be delegated to Validator Nodes on the Network allowing any Digital Asset holder to participate in maintaining the Network.
The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.
ARTICLE 2. BRICK TOWERS SERVICES
Section 2.1 Services
Brick Towers operates the software and infrastructure necessary to run a Validator Node on the Network. During the times that Brick Towers is selected on the Network to run a Validator Node, Brick Towers provides services to Client by enabling Client to exercise its Validation Rights on the Network through Brick Towers’ Validator Node in exchange for Service Fees. Client is a holder of Digital Assets who delegates Digital Assets to Brick Towers in order to be eligible to receive Block Rewards and Transaction Fees by exercising its Validation Rights on the Network.
Section 2.2 Brick Towers’ Responsibility
Subject to these Terms, including Client Eligibility Conditions, during the times, if any, that Brick Towers is among the Persons selected on the Network to operate a Validating Node, Brick Towers will use commercially reasonable efforts to operate the Validating Node in a manner intended to facilitate the exercise, through the Validating Node, of Client’s Validation Rights with respect to the Digital Assets of Client, if any, that are delegated to Brick Towers as of such times (such operation of the Validating Node, the “Services”). Brick Towers operates the Service in a diligent and professional manner in accordance with applicable industry standards.
Section 2.3 Conditions Precedent to Brick Towers’ Obligations to Perform Services
A) Brick Towers shall not have any obligation to perform the Services at any time if any one or more of the following conditions precedent is not satisfied as of such time:
- the representations and warranties of Client set forth in Article III hereinafter are accurate and complete as of all times on and after agreeing to these Terms while Client has Validation Rights that are delegated to Brick Towers;
- Brick Towers is included in the Maximum Validator Number of Persons selected to operate a Validator Node on the Network; and
- neither Client’s delegation of its Validation Rights to Brick Towers, nor Brick Towers’ performance of Services for Client, constitute, or would be reasonably expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law applicable to Client or Brick Towers, or contract or agreement to which Client or Brick Towers is a party or by which Client or Brick Towers is bound, including these Terms and the Network Agreements.
Client acknowledges and agrees that the technologies and activities involved in the Network are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the application of existing Law thereto. Accordingly, without limiting the generality of the foregoing or any other provision of these Terms, circumstances under which one or more of the aforementioned conditions precedents may fail to be satisfied or Brick Towers have a claim against Client for an improper delegation include, but are not limited to:
- that Digital Assets, one or more Digital Assets involved in the Network are determined under any potentially applicable Law to constitute securities and the activity of serving as a Validating Node therefore may require certain registrations, licenses, or permits not possessed by Brick Towers;
- that Client is or becomes subject to sanctions (such as by having been added to the “OFAC list”) imposed by any relevant Governmental Authority; and
- that under relevant anti-money laundering, “know-your-customer” or similar rules or regulations, Brick Towers is deemed to have a “money transmitter” or similar status, but cannot reasonably comply with the associated obligations due to the decentralized, open-source, permissionless design of the Network.
B) Client acknowledges and understands that, due to the permissionless, decentralized design of the Network:
- any Person holding Digital Assets can anonymously delegate their Validation Rights to Brick Towers on the Network, and accordingly Brick Towers does not under ordinary circumstances have an ability to prevent any such Person from receiving the Services; and
- Brick Towers may be unable to ascertain important information regarding Client, including Client’s name, country of origin, country of residence, age, good standing, legal status, affiliations, entity type and criminal history.
Accordingly, there may be periods of time during which one or more of the conditions described in clause “(a)” above is not satisfied, but Brick Towers is unaware of such fact and continues rendering Services to Client.
C) In the event that Client could reasonably expect that any of the conditions described in clause “a)” above is not satisfied prior to delegating Validation Rights to Brick Towers, Client shall not delegate any Validation Rights to Brick Towers and, in the event that, after delegating any Validation Rights to Brick Towers, Client could reasonably expect that any of such conditions has ceased to be satisfied, Client shall immediately revoke such delegation.
D) Without limiting the generality of Section 8.9, Client acknowledges and agrees that the Network shall not be deemed to have waived any of the conditions described in clause “(a)” above, or waived or released any claim, right, power, privilege or remedy related thereto, by virtue of providing Services to Client while having no specific knowledge that such condition is not satisfied with respect to Client, and may terminate its Services to Client after learning of such non-satisfaction regardless of how long such condition has not been satisfied. Client may be liable to Brick Towers to monetary or other damages in the event that Client delegates its Validation Rights to Brick Towers or fails to revoke such a delegation that was previously made, when any of the conditions described in clause “(a)” above are not satisfied.
Section 2.4 No Guarantee of Validator Node Status
There can be no guarantee or assurance that, and Brick Towers is not making any representation, warranty or promise to the effect that, Brick Towers will serve as a Validator Node at all or for any particular period of time. Brick Towers’ failure to become or remain a Validator Node shall not constitute a breach of any provision of these Terms or otherwise give rise to any liability or obligation of Brick Towers to Client.
Section 2.5 Fork Handling
The Network, like other decentralized, open-source blockchains and blockchain protocols, may be subject to “forks.” Forks occur when some or all Persons running the software clients for a particular blockchain adopt a new software client or a new version of an existing software client that:
A) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or
B) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Brick Towers may not be able to anticipate, control or influence the occurrence or outcome of forks of the Network or other blockchains, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Brick Towers does not assume any responsibility to notify Client of pending, threatened or actual forks. Brick Towers will respond to any forks as Brick Towers determines in its sole and absolute discretion, and Brick Towers shall not have any obligation or liability to Client if such response benefits Brick Towers to the detriment of Client. Without limiting the generality of the foregoing, Brick Towers’ possible and permissible responses to a fork include, among others:
- continuing to serve as a Validating Node on both chains;
- serving as a Validating Node only on one chain;
- ceasing to be a Validating Node on both chains; or
- switching from serving as Validating Node on one such chain to serving as a Validating Node on the other, or vice versa, based on various factors.
In the event of a fork of the Network, it is possible (but not guaranteed) that the same number of Digital Assets/Validation Rights that were bonded/delegated/staked to Brick Towers on the original chain will by default be bonded/delegated/staked to Brick Towers on the forked chain. In the event that Brick Towers does not choose to support both chains, Client’s Validation Rights and Voting Rights may go unexercised on the chain Brick Towers does not support, and Client may temporarily or permanently lose Digital Assets, Block Rewards or Transaction Fees on the unsupported chain. Client assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage Client’s own interests in connection therewith, including by potentially retracting a delegation to the public key of Brick Towers’ Validator Node on a fork that Brick Towers does not support.
Section 2.6 Selective Code Deference
Except as otherwise set forth in these Terms, as between Brick Towers and Client, the results of operation of the Network shall be determinative of the rights and obligations of, and shall be final, binding upon and non-appealable by, each of the parties to these Terms. Without limiting the generality of the foregoing, Client acknowledges and agrees that the taking of any action or the exercise by Brick Towers of any right, power or privilege that is possible to be taken or exercised by a Validating Node on the Network shall not constitute a breach, violation or contravention of these Terms or any duty or obligation owed by Brick Towers to Client, and that any portion of Block Rewards, Transaction Fees or other awards distributed to Brick Towers by operation of the Network constitute Service Fees and shall be the sole and exclusive property of Brick Towers, and Client shall have no claim on, rights to or interests therein. Conversely, if there would otherwise be any legally binding contract or agreement between or involving Client and Brick Towers that is implied by, or embodied in, the machine, assembly or other code involved in, or the results of operation of, the Network or any blockchain thereof that conflicts or is inconsistent in any respect with these Terms, these Terms shall prevail over such other contract or agreement.
ARTICLE 3: REPRESENTATIONS AND WARRANTIES OF CLIENT
Client hereby represents and warrants to Brick Towers, as of the date of entering into these Terms and as of each date that Client has any Validation Rights that are delegated to Brick Towers:
Section 3.1 Status
If Client is an individual, Client is of legal age in the jurisdiction in which Client resides and is of sound mind and body. If Client is a business entity, Client is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.
Section 3.2 Power and Authority
Client has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid and binding obligation of Client enforceable against Client in accordance with its terms.
Section 3.3 No Conflict; Compliance with Law
Client entering into these Terms and Client’s delegation of its Validation Rights to Brick Towers does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to Client, or contract or agreement to which Client is a party or by which Client is bound. Client confirms in particular that it will fully comply with all applicable laws and regulations, in particular the Swiss Anti-Money Laundering Act, the Swiss Banking Act, the Swiss Financial Services Act, the Swiss Collective Investment Schemes Act, and any other equivalent laws and regulations.
Section 3.4 Persons Subject to Sanctions
Client is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, identified on any list of prohibited parties under any Law or by any Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), the European Union (EU) or its member states, and the government of Client’s home country. Client is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, located, ordinarily resident, organized, established, or domiciled in Cuba, Iran, North Korea, Sudan, Syria, the Crimea region (including Sevastopol) or any other country or jurisdiction against which the U.S. maintains economic sanctions or an arms embargo. Client’s Digital Assets are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any Law.
Section 3.5 No Claim, Loan, Ownership Interest or Investment Purpose.
Client understands and agrees that neither Client’s delegation of Validation Rights and Voting Rights to Brick Towers, nor Brick Towers’ provision of Services hereunder:
A) represents or constitutes a loan or a contribution of capital to, or other investment in, Brick Towers;
B) provides Client with any ownership interest, equity, security, or right to or interest in the assets, rights, properties, revenues or profits of, or voting rights whatsoever in, Brick Towers; or
C) creates or implies any fiduciary or other agency relationship between Brick Towers or any of its directors, officers, employees, agents or Affiliates and Client or entitles Client to any fiduciary duty or similar duty on the part any of the foregoing Persons.
Client is not entering into these Terms or Delegating Validation Rights or Voting Rights to Brick Towers for the purpose of making an investment with respect to Brick Towers or its securities, but solely wishes to receive the Services from Brick Towers. Client understands and agrees that Brick Towers will not accept or take custody over any Block Rewards or Transaction Fees on behalf of Client, and has no responsibility or control over whether the Network distributes Block Rewards or Transaction Fees to Client. Brick Towers’ sole obligation under these Terms is to perform the Services, upon the terms and conditions set forth in these Terms, which may, but is not guaranteed to, result in Client receiving Block Rewards and Transaction Fees directly through the operations of the Network.
Section 3.6 Non-Reliance
Client is knowledgeable, experienced and sophisticated in using and evaluating the Network and similar technologies. Client has conducted its own thorough independent investigation and analysis of the Network and the other matters contemplated by these Terms in determining to delegate any Validation Rights or Voting Rights to Brick Towers and enter into these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Brick Towers in connection therewith.
ARTICLE 4: LIMITED WARRANTY OF BRICK TOWERS
Brick Towers represents and warrants to the client that it shall use commercially reasonable efforts to provide the service without introducing errors or otherwise corrupting any data submitted by Client. Client acknowledges and agrees that except as set forth in these terms, the service, including, without limitation, the blockchain data and the information contained therein, are provided on an “as is” and “as available” basis with all faults and without warranty of any kind. Brick Towers makes no representation or warranty that the service will comply with any obligations that Client may have under any applicable laws, rules, regulations, or similar obligations and Brick Towers shall not have any liability or be responsible for any damages, liabilities, slashing penalties, losses, costs, out-of-pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind arising out of, in connection with or relating to Client’s compliance with any obligations under any applicable laws, rules, regulations, or similar obligations. Without limiting the foregoing, Brick Towers does not represent or warrant that
- the service will be error free, uninterrupted or available at all times;
- that the service will remain compatible with, or operate without interruption on, any equipment provided by Client;
- Client acknowledges and agrees that technical problems may prevent Brick Towers from providing all or any part of the service and
- except as set forth in the first sentence of this section, Brick Towers makes no warranties and Client receives no warranties, whether express, implied or statutory, regarding or relating to the service and Brick Towers hereby specifically disclaims, overrides and excludes to the fullest extent permitted by law, all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and all other warranties, conditions, other contractual terms, representations, indemnities and guarantees with respect to the service, whether express, implied or statutory, arising by law, custom, prior oral or written statements by Brick Towers or any of its agents or Affiliates or otherwise (including but not limited to, as to title, satisfactory quality, accuracy, completeness, uninterrupted use, noninfringement, timeliness, truthfulness, sequence and any implied warranties, conditions and other contractual terms arising from transaction usage, course of dealing or course of performance).
ARTICLE 5: LIMITATIONS OF LIABILITY
The Client acknowledges and agrees that Brick Towers shall, to the extent permitted by law, not have any liability in or be responsible for any damages, liabilities, losses, costs, out of pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort, including negligence, strict liability, negligent misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever with respect to these Terms, the Service, or any other matters or services contemplated hereby. Notwithstanding anything to the contrary herein and without limiting the foregoing, Client acknowledges and agrees, that Brick Towers shall not be held liable for: any loss or theft of Digital Assets including, but not limited to private keys; transaction errors done by Client; late execution or settlement of any transaction whatsoever; the incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or weakness, bug, of any kind for a Digital Asset; any security breach or weakness, bug, of any kind in the technology stacks used including but not limited to programming languages and open-source libraries; any configuration or installation errors by Client.
Brick Towers’ liability for damages under these Terms shall in any case be limited to, and under no circumstances shall exceed, the portion of Service Fees actually received by Brick Towers that demonstrably arose by virtue of Client’s particular delegation of its particular Validation Rights to Brick Towers.
ARTICLE 6: FEES
Brick Towers will be receiving a Service Fee for providing its Services. This Service Fee is generally automatically charged and distributed to Brick Towers by the Network. In case of an exception on Networks that do not automate this process, an alternative Service Fee collection mechanism will be established with Client.
The Service Fee is encoded and recorded in the metadata of each Brick Towers Validation Node on the digital ledger of each respective Network and/or accessible through Network observation tooling (block explorers).
ARTICLE 7: TERM AND TERMINATION
The Service under these Terms will start on the Start Date. The Start Date of the Service is the date on which Client first delegates/stakes any Digital Asset(s) to Brick Towers.
Either party may terminate these Terms:
A) at any time for any or no reason
- on delivery of written notice of termination to the other Party,
- in the case of Client, by unstaking (undelegating) their Digital Assets, or
- in the case of Brick Towers, by taking steps to shut down the Validator Node or, if technically possible, denying/terminating the staking / delegation of Digital Assets of Client to Brick Towers,
- 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 Supported Blockchain.
Upon termination, Client shall
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 Supported Blockchain.
- cease to use of the Service;
- initiate unstaking / re-delegation and unbonding of the Digital Assets, as applicable; and
- pay to Brick Towers all fees and expenses outstanding through the termination date. Upon termination, Brick Towers shall pay to Client its attributable Block Rewards minus Brick Towers fees. Further, the termination of these Terms, for any reason, shall not affect the entitlement of Brick Towers to any fees and expenses due.
Upon termination of these Terms, all licenses to access and use the Services will likewise terminate, and Client 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.
ARTICLE 8: MISCELLANEOUS
Section 8.1 Governing Law
These Terms shall be governed by and construed in accordance with the substantive laws of Switzerland.
Section 8.2 Jurisdiction
All disputes arising out of or in connection with these Terms, including disputes on its conclusion, binding effect, amendment and termination, shall exclusively be resolved by the ordinary courts at the seat of Brick Towers.
Section 8.3 Successors and Assigns
- These Terms shall inure to the benefit of the parties, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any Person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. Client shall not share or provide a copy of, or transfer to, any Person the private key associated with any Digital Assets with respect to which Validation Rights are staked / delegated to Brick Towers without notifying such Person that such Person shall be bound by and become a party to these Terms by virtue of making any use of such private keys while such delegation remains in effect.
- Except as set forth in Section 8.3(1), no rights, obligations or liabilities of Client may be assigned, transferred or delegated to any Person without the prior written consent of Brick Towers. Brick Towers may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable Law.
Section 8.4 Entire Terms
These Terms constitute the entire terms between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
Section 8.5 Severability
Should any part or provision of these Terms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.
Section 8.6 Notices
All notices under these Terms shall be made in writing (including email). Notices will be deemed to have been duly given when received.
Section 8.7 Force Majeure
Brick Towers shall not incur any liability or penalty for not performing any act or fulfilling any obligation hereunder by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network the Network or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack, on the Network or any aspect thereof, or on the software and infrastructure that enables Brick Towers to operate the Validating Node), it being understood that Brick Towers shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Brick Towers operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
Section 8.8 Amendments
In justified cases, Brick Towers is entitled to modify these Terms at any time. Brick Towers shall communicate such modifications in advance and in an appropriate manner. The amendments shall be deemed to have been accepted by Client unless an objection is raised in writing within one month of notification, but in any event when the service is first used. In the event of an objection, Client shall be free to terminate the business relationship with immediate effect subject to special agreements.
Section 8.9 No Waiver
No failure on the part of any Person to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of any Person in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.