Terms of Service

Terms of Service of Solstice Staking AG

These Terms of Service ("Terms") govern your use of the Solstice Staking AG Platform (accessible at www.solsticestaking.io, including any associated decentralized application ("dApp")) and any services provided by Solstice Staking AG, a Swiss corporation (Aktiengesellschaft) with its registered office at c/o Taidos AG, Gubelstrasse 15, 6300 Zug, Switzerland, registered in the Commercial Register of the Canton of Zug under CHE-287.007.666 ("Solstice", "We", "Us", or "Our").

These Terms apply to all users ("User" or "You") accessing or using the Platform and/or any services provided by Solstice, from time to time ("Services").

BY ACCESSING OR USING THE SOLSTICE PLATFORM, SERVICES, OR ANY PART THEREOF, YOU CONSENT TO THESE TERMS FORMING A LEGALLY BINDING CONTRACT BETWEEN SOLSTICE AND YOU, AND YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS SET FORTH HEREIN, THE PRIVACY POLICY, AND ANY OTHER POLICY FORMULATED BY US, AS UPDATED OR MODIFIED FROM TIME TO TIME, IN ACCORDANCE WITH THE PROVISIONS THEREIN.

USERS ARE ADVISED TO CAREFULLY REVIEW THESE TERMS BEFORE PROCEEDING WITH ANY DELEGATION OF TOKENS, USE OF THE DAPP, OR OTHER INTERACTIONS WITH THE SERVICES. THE ACT OF SUCCESSFUL DELEGATION, SWAP, OR OTHER USE OF THE SERVICES BY THE USER SHALL BE DEEMED UNEQUIVOCAL ACCEPTANCE OF THESE TERMS AS A LEGAL AND BINDING CONTRACT UNDER SWISS LAW. IF THE USER DOES NOT AGREE WITH, UNDERSTAND, OR IS UNABLE TO COMPLY WITH THESE TERMS, THE USER SHALL NOT DELEGATE TOKENS TO SOLSTICE, USE THE DAPP, NOR OTHERWISE AVAIL ANY SERVICES.

These Terms are effective as of January 6, 2026. Solstice reserves the right to amend these Terms at any time. Continued use of the Services after amendments constitutes acceptance thereof. Users are responsible for regularly reviewing these Terms.

1. Eligibility

1. By delegating tokens to Solstice, using the dApp, or otherwise engaging with the Services, the User represents and warrants that they are not from a Restricted Jurisdiction (as defined below), are legally competent to enter into a binding contract under applicable law (including Swiss law), and are at least 18 years of age or the age of majority in their jurisdiction, whichever is higher. The User must have the legal capacity to understand, accept these Terms, and fulfill the obligations set forth herein.

2. If the User is acting on behalf of a company, entity, or organization, the User represents and warrants that they have the full legal authority to bind such company, entity, or organization to these Terms. In such cases, all references to "User" and "You" shall include the respective company, entity, or organization.

3. The User fully understands the risks involved before making a decision to use the Services or the Platform, including but not limited to blockchain-specific risks such as slashing, volatility, and technical failures.

4. Users who do not meet these eligibility requirements shall not delegate tokens to Solstice or use the Services. Users may also be subject to a Know-Your-Customer (KYC) process as part of the onboarding process for the Services / Platform, in compliance with the Swiss Anti-Money Laundering Act (AMLA) and the regulations of the Self-Regulatory Organization (SRO) VQF, of which Solstice is or is aiming to become a member.

5. "Restricted Jurisdiction" means any jurisdiction where the Services would be unlawful, including but not limited to jurisdictions subject to comprehensive sanctions by Switzerland, the European Union, the United Nations, or the United States (e.g., Cuba, Iran, North Korea, Syria, Crimea region).

2. Acknowledgment of the Decentralized and Permissionless Nature

1. The User acknowledges and understands that, due to the permissionless and decentralized nature of the supported blockchain networks (including but not limited to Ethereum, Solana, and others as may be added from time to time, collectively the "Network"), Solstice has no control over who delegates validation rights to its nodes, nor can it verify or restrict such delegations. Specifically:

   1. Furthermore, the User expressly acknowledges and agrees that Solstice shall not be liable for any consequences, legal or otherwise, resulting from the User's failure to comply with these conditions. Solstice's knowledge, lack of knowledge, or failure to act upon any non-compliance by the User shall not be deemed a waiver of any rights, remedies, or defenses available to Solstice under these Terms or applicable Swiss law (including the Swiss Code of Obligations (CO) and the Federal Act on Data Protection (FADP)).

   2. Any person holding tokens may anonymously delegate their validation rights to Solstice on the Network, and Solstice has no ability, obligation, or responsibility to verify, restrict, or prevent such delegation beyond compliance with applicable Swiss laws.

   3. Solstice does not and cannot ascertain, verify, or monitor any identifying information regarding Users, including but not limited to their name, country of origin, country of residence, age, legal status, entity type, affiliations, good standing, or criminal history, unless required by AMLA or other Swiss regulations.

   4. Given these inherent characteristics of the Network, the User acknowledges that their participation is entirely voluntary and undertaken at their sole risk. The User agrees that Solstice shall not be responsible for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of funds, business, reputation, or data, arising out of or related to the User's use of the Platform or Services.

2. Furthermore, the User expressly acknowledges and agrees that Solstice shall not be liable for any consequences, legal or otherwise, resulting from the User's failure to comply with these conditions. Solstice's knowledge, lack of knowledge, or failure to act upon any non-compliance by the User shall not be deemed a waiver of any rights, remedies, or defenses available to Solstice under these Terms or applicable Swiss law (including the Swiss Code of Obligations (CO) and the Federal Act on Data Protection (FADP)).

3. Representations and Warranties of User

The User acknowledges and agrees that the below representations and warranties are deemed to be made continuously throughout the duration of their use of Solstice's Services / Platform and are reaffirmed each time the User accesses or utilizes the Platform or the Services or any part thereof:

1. Status: If the User is an individual, the User is of legal age in the jurisdiction where the User resides and is of sound mind and body. If the User is a business entity, it is properly organized, legitimately existing, and in good standing under the laws of the jurisdiction in which it is organized, and it possesses all of the necessary power and authority for a business entity of its kind to carry on its business as it is presently carried on.

2. Power and Authority: The User possesses all of the necessary ability, power, and authority to accept the terms and conditions of these Terms, as well as to carry out and execute its duties under these Terms. These Terms are a legal, legitimate, and binding obligation of the User that can be enforced against the User in line with their terms under Swiss law.

3. No Conflict; Compliance with Law: The User's acceptance of these Terms and delegation of its Validation Rights to Solstice do not constitute, and cannot reasonably be expected to result in (with or without notice, a 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 government agency applicable to the User, or contract or agreement to which the User is a party. The User specifically acknowledges that it will fully comply with all applicable laws and regulations, including but not limited to Swiss AMLA, FADP, and financial market regulations.

4. Persons Subject to Sanctions: The User is not, and is not owned or controlled by, or acting on behalf of, any other Person identified on any list of prohibited parties maintained by any law or by any Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, the Swiss State Secretariat for Economic Affairs (SECO), the European Union (EU) or its member states, and the government of the User's country of citizenship. The User is not situated, habitually resident, organized, established, or domiciled in a Restricted Jurisdiction. Tokens issued by Users are not sourced from, or otherwise represent the proceeds of, any unlawful or illegal activity.

5. No Claim, Loan, Ownership Interest, or Investment Purpose: The User understands and agrees that neither the User's Delegation of Validation Rights and Voting Rights to Solstice, nor Solstice's provision of Services hereunder: (a) represents or constitutes a loan or contribution of capital to, or other investment in, Solstice; or (b) provides the User with any ownership interest, equity, security, or right to or interest in Solstice's assets, rights, properties, revenues, or profits, or any voting rights whatsoever in, Solstice; or (c) creates or suggests any fiduciary or other agency connection between Solstice and any of its directors, officers, employees, agents, or affiliates, or entitles the User to any fiduciary or similar responsibility on the behalf of any of the above Persons. The User is not engaging in these Terms or delegating Validation Rights or Voting Rights to Solstice to make an investment in Solstice or its securities, but rather to obtain the Services from Solstice. The User acknowledges and accepts that Solstice will not receive or hold any Block Rewards or Transaction Fees on the User's behalf and that the Network has no obligation or control over whether the Network delivers Block Rewards or Transaction Fees to the User. The sole responsibility of Solstice under these Terms is to execute the Services in accordance with the terms and circumstances set out in these Terms, which may, but is not guaranteed to, result in the User obtaining Block Rewards and Transaction Fees directly through Network operations. Solstice operates on a non-custodial basis, meaning it does not hold, control, or have access to the User's private keys or assets.

6. Non-Reliance: The User is well-versed, experienced, and intelligent in the use and evaluation of the Network and related technologies, and its suitability. In deciding to delegate any Validation Rights or Voting Rights to Solstice and enter into these Terms, the User has conducted its own thorough independent investigation and analysis of the Network and the other matters contemplated by these Terms, and has not relied on any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Solstice in connection therewith.

7. No Advice: The User understands and agrees that Solstice is not Your broker, custodian, intermediary, agent, or advisor, and We have no fiduciary relationship or obligation to You under Swiss law (including Art. 398 CO). We do not provide investment, tax, legal, or consulting advice of any kind, and no communication or information that We provide to You is intended as, or should be construed as, advice of any kind. Users are solely responsible for seeking independent professional advice.

Any breach of these representations and warranties may result in the suspension or termination of their access to Solstice's Services and may subject them to legal or regulatory action under Swiss law. Solstice reserves the right to take any necessary measures to protect its interests and the integrity of the Network, including reporting violations to relevant authorities (e.g., FINMA, VQF, or the Federal Office of Police) and implementing technical or contractual restrictions as deemed appropriate.

4. Services

Solstice shall provide the below Services on the Platform:

1. The software and infrastructure required to run a Validator Node on the Network are managed by Solstice as a service. When Solstice is chosen by You to run a Validator Node on the Network, Solstice provides Services to the User by allowing the User to exercise its Validation Rights on the Network, post successful delegation by the User, via Solstice's Validator Node in exchange for Service Fees, as per the Token and Network specifications. Services are provided on a non-custodial basis, meaning Solstice does not hold or control User assets.

2. dApp Services: Solstice offers a decentralized application (dApp) through which Users can delegate SOL tokens (native token of the Solana Network) to Solstice's Validator Nodes. The dApp further facilitates the swap of delegated SOL into a liquid staking token known as "solsOL" or "LST", which is issued by soSOL Ltd., a company incorporated in the British Virgin Islands (company number to be inserted if available). The issuance and management of the solsOL token are governed exclusively by the terms and conditions of soSOL Ltd. and the applicable smart contracts on the Network. Solstice Staking AG acts solely as a technical service provider facilitating access to the dApp and validator operations and does not issue, custody, manage, or assume any liability for the solsOL token. Users acknowledge that all interactions involving the swap into or redemption of solsOL are subject to the inherent risks of blockchain technology, smart contracts, and the separate legal and regulatory framework applicable to soSOL Ltd. in the British Virgin Islands.

3. Solstice does not guarantee, represent, or warrant that it will operate or continue to operate as a Validator Node on the Network at any time or for any specific duration. Solstice retains sole discretion over its participation as a Validator Node and makes no assurances regarding its continued functionality, availability, or performance in such capacity. The failure of Solstice to become, remain, or operate as a Validator Node, whether due to technical, regulatory, operational, or any other reasons (including compliance with Swiss financial market laws), shall not constitute a breach of these Terms, nor shall it impose any liability, obligation, or responsibility on Solstice to the User or any third party.

4. Fork Handling: Like all decentralized, open-source blockchains and blockchain protocols, the Network may experience "forks". Forks occur when some or all of the people running the software for a specific blockchain adopt a new client or a new version of an existing client that: (a) changes the protocol rules in a backward-compatible or backward-incompatible way that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the protocol's future operation; or (b) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are "contentious", and as a result, two or more lasting alternate versions of the protocol or blockchain may be perceived or claimed to be the genuine continuation of the original. Solstice may be unable to predict, control, or influence the incidence or result of Network or other blockchain splits, and assumes no risk, responsibility, or duty in this regard. Without limiting the extent of the foregoing, Solstice assumes no duty for informing Users of pending, threatened, or actual forks. Solstice will respond to any forks in its full and absolute discretion, and Solstice shall have no duty or liability to the User if such action benefits Solstice at the expense of the User. Without limiting the generality of the preceding, Solstice's possible and permissible responses to a fork include, among other things, (i) continuing to serve as a Validating Node on both chains; (ii) serving as a Validating Node only on one chain; (iii) ceasing to serve as a Validating Node on both chains; or (iv) switching from serving as a Validating Node on one such chain to serving as Validating Node on the other chain. In the case of a Network fork, the same amount of tokens/Validation Rights that were bonded/successfully Delegated to Solstice on the original chain will be bonded/delegated to Solstice on the forked chain by default. If Solstice does not choose to support both chains, the User's Validation Rights and Voting Rights on the unsupported chain may go unexecuted, and the User may temporarily or permanently lose tokens, Block Rewards, or Transaction Fees on the unsupported chain. The User assumes full responsibility for autonomously staying informed about prospective forks and managing the User's interests in connection with them, including possibly withdrawing a Delegation to the public key of Solstice's Validator Node on a fork that Solstice does not support.

5. Except as otherwise specified in these Terms, the outcomes of Network operation shall be determinative of the rights and duties of and shall be final, binding on, and non-appealable by the parties to these Terms. Without limiting the generality of the foregoing, the User acknowledges and agrees that taking any action or exercising any right, power, or privilege that a Validating Node on the Network may take or exercise shall not constitute a breach, violation, or contravention of these Terms or any duty or obligation owed by Solstice to the User and that any percentage of Block Rewards, Transaction Fees, or other rewards paid to Solstice as a consequence of Network operation constitute Service Fees and shall be the exclusive and exclusive property of Solstice.

6. Solstice's Services are provided in compliance with Swiss financial market regulations. Solstice does not provide custodial services and is not a financial intermediary under the Swiss Banking Act or the Financial Institutions Act.

5. Prohibited Uses

1. The User agrees not to use the Services or Platform for any unlawful, fraudulent, or prohibited activities, including but not limited to money laundering, terrorist financing, or violations of sanctions laws. Solstice reserves the right to monitor and report suspicious activities in accordance with AMLA and VQF regulations.

2. The User shall not attempt to reverse engineer, hack, or otherwise interfere with the Platform, dApp, or Services.

3. The User shall not use the Services in a manner that violates intellectual property rights or third-party rights.

6. Risks

1. General Blockchain Risks: The User acknowledges the inherent risks of blockchain technology, including but not limited to volatility of token values, network congestion, smart contract vulnerabilities, slashing penalties (e.g., for downtime or double-signing on the Network), loss of private keys, hacks, forks, and regulatory changes. Solstice provides non-custodial Services and bears no responsibility for such risks.

2. dApp and LST-Specific Risks: The use of the dApp for SOL delegation or swapping into solsOL (issued by soSOL Ltd., British Virgin Islands) involves additional risks, including but not limited to risks associated with the separate issuer (soSOL Ltd.), its jurisdiction, governance, solvency, and compliance with BVI law. Solstice Staking AG provides no representations, warranties, or guarantees regarding the solsOL token, its value, liquidity, redeemability, or regulatory status. Users interact with soSOL Ltd.’s smart contracts at their own risk and are solely responsible for reviewing and accepting the terms applicable to soSOL Ltd.

3. dApp-Specific Risks: Use of the dApp for SOL delegation or swapping into solsOL involves risks such as smart contract bugs, oracle failures, liquidity risks in LST swaps, and impermanent loss. Users interact directly with the Network via the dApp, and Solstice does not guarantee outcomes.

4. No Insurance: Solstice does not provide insurance against losses, and Users bear all risks associated with staking and LST activities.

5. Regulatory Risks: Changes in Swiss or international laws (e.g., regarding cryptocurrencies or staking) may affect the Services. Solstice complies with current Swiss laws but makes no warranties regarding future compliance.

7. Disclaimers

1. THE SERVICES AND PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOLSTICE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

2. Solstice disclaims any liability for Network performance, Block Rewards, or Transaction Fees. Rewards are determined solely by the Network and are not guaranteed.

3. The User acknowledges that Solstice is not responsible for the security of User wallets, private keys, or assets, as Services are non-custodial.

4. Solstice Staking AG expressly disclaims any and all responsibility or liability for the issuance, performance, value, redemption, or any other aspect of the solsOL liquid staking token, which is issued and managed solely by soSOL Ltd. (British Virgin Islands). No communication or functionality provided by Solstice shall be construed as an endorsement, guarantee, or assumption of risk related to soSOL Ltd. or the solsOL token.

8. Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED BY SWISS LAW (INCLUDING ART. 100 CO), SOLSTICE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR ASSETS, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. SOLSTICE'S TOTAL LIABILITY SHALL NOT EXCEED THE SERVICE FEES PAID BY THE USER IN THE 12 MONTHS PRECEDING THE CLAIM.

3. This limitation applies regardless of the legal theory (contract, tort, or otherwise) and even if Solstice has been advised of the possibility of such damages.

9. Fees

1. Solstice charges Service Fees as a percentage of Block Rewards or Transaction Fees earned through delegated staking, as specified on the Platform or in the dApp (e.g., for SOL staking, a commission rate as displayed at the time of delegation).

2. Fees are deducted automatically by the Network or smart contracts and are non-refundable.

3. Solstice reserves the right to adjust Fees with notice, in compliance with Swiss consumer protection laws.

10. Termination

1. These Terms may be terminated by either party with notice. Upon termination, the User must undelegate any tokens.

2. Solstice may terminate or suspend Services immediately for breaches, regulatory reasons, or Network changes.

3. Termination does not affect accrued rights or obligations.

11. Taxes

1. The User is solely responsible for all taxes, duties, or levies arising from use of the Services, including on Block Rewards or LST gains, in accordance with Swiss tax laws (e.g., Federal Act on Direct Federal Tax) and their jurisdiction.

2. Solstice may withhold taxes if required by law but provides no tax advice.

12. Intellectual Property

1. All intellectual property rights in the Platform, dApp, and Services (including software, trademarks, and content) belong to Solstice or its licensors.

2. Users are granted a limited, non-exclusive license to use the Services for personal purposes, subject to these Terms.

13. Third-Party Services

1. The Platform may integrate third-party services (e.g., wallets, oracles). Solstice is not responsible for such services and disclaims liability for their performance.

14. Indemnity

1. The User agrees to indemnify and hold harmless Solstice, its officers, directors, employees, and affiliates from any claims, losses, or damages arising from the User's breach of these Terms, misuse of Services, or violations of law.

15. User Material

1. Any content submitted by the User (e.g., feedback) grants Solstice a perpetual, royalty-free license to use it.

2. The User warrants that such material does not infringe third-party rights.

16. Miscellaneous

1. Force Majeure: Solstice is not liable for delays due to events beyond its control (e.g., Network failures, regulatory actions).

2. Severability: If any provision is invalid, the remainder remains enforceable.

3. Assignment: Solstice may assign these Terms; Users may not without consent.

4. Entire Agreement: These Terms constitute the entire agreement, superseding prior understandings.

5. Waiver: No waiver is effective unless in writing.

6. Notices: Notices shall be via email or the Platform.

17. Governing Law and Dispute Resolution

1. These Terms are governed by Swiss law, excluding conflict-of-laws principles.

2. Any disputes shall be submitted to the exclusive jurisdiction of the courts of Zug, Switzerland. For consumers under Swiss law, mandatory venue provisions apply.

3. In compliance with Swiss law, disputes may also be resolved through mediation or arbitration if agreed.

Definitions

• "Block Rewards": Rewards issued by the Network for validation activities.

• "Delegation": The act of assigning validation rights to Solstice's nodes.

• "LST" or "solsOL": The liquid staking token representing staked SOL, issued and governed by soSOL Ltd., a company incorporated in the British Virgin Islands.

• "Network": Supported blockchain networks (e.g., Ethereum, Solana).

• "Service Fees": Commissions charged by Solstice.

• "Transaction Fees": Fees from Network transactions.

• "Validation Rights": Rights to validate blocks on the Network.

• "Voting Rights": Rights to participate in Network governance.