> For the complete documentation index, see [llms.txt](https://docs.worldlibertyfinancial.com/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://docs.worldlibertyfinancial.com/legal/staking-agreement.md).

# Staking Agreement

{% hint style="info" %}
This is the **WLF Governance Participation Incentive Program Agreement** you sign in the app before you stake $WLFI. It supplements the [Terms of Service](/legal/terms-of-service.md). See [Stake $WLFI](/wlfi-token/stake-wlfi.md) for how staking works.
{% endhint %}

This WLF Governance Participation Incentive Program Agreement (this “**Agreement**”) supplements the WLF Platform Terms of Service (the “**Platform Terms**”) and governs your participation in the Governance Participation Incentive Program (the “**Program**”) through the Platform. By locking WLFI (the WLF governance utility token used for proposing and voting on governance matters related to the WLF platform, “**WLFI**”) or otherwise participating in the Program, you agree to this Agreement and the Platform Terms. If this Agreement conflicts with the Platform Terms, this Agreement controls only with respect to the Program.

This Agreement is between you (the “**User**”) and the operator of the WLF Platform (“**WLF**”). WLF may make the Program available through the Platform (the WLF platform interface through which you access the Program and related governance functionality, the “**Platform**”), but the Governance Participation Protocol (the on-chain smart contract or contracts through which WLFI is locked and claims and withdrawals are processed, the “**Governance Participation Protocol**”) operates through autonomous smart contracts.

WLFI is a governance utility token. Its sole purpose is participation in proposing and voting on governance matters related to the WLF platform. The WLF platform believes that the health and integrity of its governance process depend on active, sustained participation by WLFI holders. This Governance Participation Incentive Program Agreement describes a voluntary promotional program (the “Program”) designed to encourage that active longer-term governance engagement. The Program provides promotional allocations to eligible participants who demonstrate their commitment to governance participation by voting on governance proposals and locking tokens for longer-term engagement in voting. The Program is similar to a loyalty or usage incentive; it is not intended to function as a financial product, investment opportunity, or yield-generating service. The Program may have limited duration and may be modified, suspended, reduced, or discontinued at any time as permitted by the protocol. There is no guarantee that the Program will continue indefinitely, and nothing in this Agreement creates any right to or obligation for the continuation of the Program.

## 1. PROGRAM DESCRIPTION & PARTICIPATION

1.1. **Voluntary Locking**. The Program is a promotional campaign designed to encourage active participation in WLF governance. You may choose whether to lock WLFI and, if you do, lock it for 180 days from the opening of your staking position (the “**Lock Term**”) through the Governance Participation Protocol. Locking is voluntary. Locking WLFI under the Program is referred to in the Platform as staking, and withdrawing it is referred to as unstaking. Subject to the protocol and this Agreement, you may withdraw after the Lock Term expires. You may add WLFI to an existing staking position only before its Lock Term expires. Adding WLFI does not restart or extend the Lock Term; added WLFI unlocks on the same date as the original position. Participation in the Program is subject to eligibility requirements and restrictions set out in the Platform Terms.

1.2. **Active Governance Participation**. You become an Active Governance Participant (a holder who has locked WLFI in the Governance Participation Protocol, an “**Active Governance Participant**”) when you lock WLFI in the Governance Participation Protocol. Eligibility for any Promotional Allocation requires actual participation in voting: only Active Governance Participants who have completed Eligible Governance Actions (votes personally cast from your staking wallet on any WLFI governance proposal on Snapshot after your staking position is opened, “**Eligible Governance Actions**”) and satisfied the Participation Threshold (one Eligible Governance Action per full 90 days elapsed since your staking position was opened, counted at the time of claiming (two at 180 days, three at 270 days, and so on), the “**Participation Threshold**”) are eligible. The Participation Threshold applies to the entire staking position. Adding WLFI does not reset the count of Eligible Governance Actions or require additional votes solely because tokens were added. Added WLFI may be considered for a Programmatic Distribution (any distribution made under the Program in connection with completing Eligible Governance Actions and satisfying applicable participation conditions, a “**Programmatic Distribution**” or “**Promotional Allocation**”) only in respect of the period beginning on the date it is added. Programmatic Distributions are made solely in connection with completing voting-related requirements, and not for passive holding of WLFI. Votes cast by a delegate on your behalf do not count. Restaking starts a new Lock Term and resets the count of Eligible Governance Actions to zero. The Participation Threshold is not reduced if insufficient proposals are available; you may wait to satisfy it or withdraw after the Lock Term expires without claiming, as described in Section 4.1.

1.3. **Voting Power**. Subject to the applicable governance rules, each WLFI token carries the same voting weight, whether held in a wallet, staked or otherwise locked. Neither staking nor participation in additional governance votes increases that voting weight.

1.4. **Budget and Duration**. The promotional budget varies based on protocol activity levels and aggregate participation metrics. Applicable budget and allocation parameters may be set for a predetermined period. The Program has a limited duration, and Promotional Allocations may be modified, suspended, reduced, or discontinued at any time as permitted by the protocol.

1.5. **No Passive Holding**. You may participate in WLF governance whether or not you lock WLFI, but only Active Governance Participants who satisfy the applicable participation conditions are eligible for Promotional Allocations. WLFI remains solely a governance utility token; locking WLFI does not change its utility or give you any ownership interest in the WLF Platform or the WLF or any economic rights.

## 2. NON-CUSTODIAL NATURE

2.1. **User-Controlled Transactions**. The Governance Participation Protocol is non-custodial. Neither the protocol nor the WLF has access to, custody of, or discretionary control over your WLFI. You interact with the protocol through your own wallet and the Platform, and locking and withdrawal transactions are processed by autonomous smart contracts according to their code and applicable governance rules.

2.2. **No Custody or Voting Discretion**. The WLF does not take possession of your WLFI, hold your private keys, or make voting decisions for you. Nothing in this Agreement creates a custody, investment advisory, agency, or fiduciary relationship. To the fullest extent permitted by law, you irrevocably disclaim, waive, and eliminate any fiduciary duties or liabilities that may exist at law or in equity, and you agree that the only duties and obligations owed to you are those set out expressly in this Agreement and the Platform Terms. You are responsible for reviewing transaction details and approving each transaction you send.

## 3. NO GUARANTEE OF DISTRIBUTIONS

3.1. **Discretionary Allocations**. No Programmatic Distribution or Promotional Allocation is guaranteed. The amount, timing, and availability of any allocation depend on applicable protocol parameters, verified voting activity, the amount of WLFI staked and the length of time each amount has been staked, protocol activity levels, aggregate participation metrics, and available budget. The WLF does not guarantee any particular allocation, outcome, yield, return, or optimization.

3.2. **No Allocation for Ineligible Activity**. No allocation is owed for passive holding, incomplete or ineligible voting, or an allocation that is reduced, suspended, or discontinued under this Agreement or the protocol.

## 4. WITHDRAWAL / UNLOCKING

4.1. **Expiration of Lock Term.** You may withdraw or unlock WLFI after the applicable Lock Term expires, subject to any transaction confirmation or other process required by the Governance Participation Protocol. WLFI may remain unavailable until the withdrawal transaction is confirmed on-chain. Claiming a Promotional Allocation requires satisfaction of the Participation Threshold at the time of claiming. Upon claiming, any payable Promotional Allocation is sent to your wallet in USD1, and you must elect to withdraw your WLFI or restake it for a new 180-day Lock Term. If you leave your position open after the Lock Term expires, Promotional Allocations continue to accrue, subject to Sections 1.4 and 3, and the Participation Threshold continues to increase under Section 1.2. You may instead withdraw after the Lock Term expires without claiming, whether or not the Participation Threshold is met; all unclaimed Promotional Allocations associated with that position are then forfeited and returned to the Program pool.

4.2. **User Instruction and Fees**. You are responsible for initiating a withdrawal and paying applicable network fees. Early withdrawal is not available. The WLF is not responsible for delays or losses caused by the protocol, your wallet, network congestion, or your failure to follow the applicable withdrawal process.

## 5. AMENDMENTS

5.1. **Updates.** The WLF may update this Agreement from time to time. If an update materially changes your obligations, eligibility, withdrawal rights, or the availability or terms of the Program, the WLF will provide reasonable notice through the Platform or another contact method associated with your account, if available. The update will take effect on the date stated in the notice or, if no date is stated, when posted. If this Agreement is updated, you will be asked to accept the updated version before you can stake, claim or withdraw through the Platform interface.

5.2. **Administrative and Protocol Updates.** Updates that are administrative, clarifying, required by law, or needed to reflect changes to the Governance Participation Protocol may take effect when posted. If you do not agree to an update, your sole remedy is to stop participating and, if permitted, withdraw WLFI after any applicable Lock Term. Updates will not reverse or alter on-chain transactions already completed.

## 6. LIMITATION OF LIABILITY

6.1. **Exclusion of Damages.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WLF AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES, INCLUDING LOSS OF PROFITS, REVENUE, TOKEN VALUE, DATA, OPPORTUNITY, OR PROMOTIONAL ALLOCATIONS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM, THE PLATFORM, THE GOVERNANCE PARTICIPATION PROTOCOL, OR ANY LOCKING, VOTING, OR WITHDRAWAL TRANSACTION, EVEN IF ADVISED OF THE POSSIBILITY.

6.2. **Liability Cap.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE WLF AND ITS AFFILIATES FOR DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PROGRAM, OR THE GOVERNANCE PARTICIPATION PROTOCOL WILL NOT EXCEED the greater of (a) $5,000 USD or (b) the amount paid by you, if any, to the WLF in connection with the Program in the twelve (12) months preceding the event giving rise to the claim. This cap applies at the protocol level and not separately to any affiliate.

6.3. **User Indemnity.** You will indemnify and hold harmless the WLF and its affiliates, and their officers, directors, employees, agents, and service providers, from third-party claims arising from your breach of this Agreement, unlawful conduct, or misuse of the Platform or Governance Participation Protocol, except to the extent caused by their fraud, gross negligence, or willful misconduct.

## 7. DISCLAIMERS & RISK ACKNOWLEDGMENT

7.1. **As-Is.** You use the Program, Platform, and Governance Participation Protocol at your own risk. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEY ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR UNINTERRUPTED, ERROR-FREE, SECURE, OR RELIABLE OPERATION. THE WLF DOES NOT WARRANT THAT ANY TRANSACTION WILL BE TIMELY, ACCURATE, COMPLETE, OR SUCCESSFUL.

7.2. The Governance Participation Incentive Program is a promotional program intended to encourage use of the WLF platform and active participation in its governance process, similar to a loyalty or usage incentive program. Promotional allocations are discretionary, are not guaranteed, and may be modified, suspended, or discontinued at any time. Participation is voluntary and solely for platform usage and governance engagement; it is not offered as a financial product or opportunity and does not confer ownership or any claim relating to the WLF platform or its activities. WLFI remains solely a governance utility token used for proposing and voting on governance matters related to the WLF platform.

7.3. **Risk Acknowledgment.** You understand that blockchain networks and smart contracts may involve code defects, hacks, loss of private keys, phishing, network congestion, governance attacks, regulatory changes, volatility, and irreversible or delayed transactions. You are responsible for evaluating these risks and complying with applicable law. You may lose some or all of your WLFI, and no Promotional Allocation or other return is guaranteed.

7.4. **Release.** YOU RELEASE THE WLF AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS, AND HOLD THEM HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE PROGRAM, THE PLATFORM, OR THE GOVERNANCE PARTICIPATION PROTOCOL. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

## 8. NO ADVICE

Nothing in the Program, Platform, or this Agreement is investment, financial, tax, legal, or other professional advice. You are solely responsible for deciding whether to lock WLFI, vote, or participate, and for obtaining independent advice.

## 9. GOVERNING LAW / DISPUTE RESOLUTION

9.1. **Governing Law.** This Agreement, and all questions concerning the construction, validity, enforcement and interpretation thereof, will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The arbitration agreement in this Agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq., the “FAA”), including its procedural provisions, in all respects.

9.2. **Binding Individual Arbitration.** Except for disputes (any dispute, claim, controversy, suit, action, cause of action, demand, or proceeding, each a “**Dispute**”) in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and WLF (i) waive your and WLF’s respective rights to have any and all Disputes resolved in a court, and (ii) waive your and WLF’s respective rights to a jury trial. Any and all Disputes between you and WLF must be resolved through binding individual arbitration before the American Arbitration Association (“AAA”) under its applicable rules and procedures. The place of arbitration shall be Miami, Florida. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations.

9.3. **Class Action Waiver.** Any Dispute arising out of or related to this Agreement is personal to you and WLF and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative or collective proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

9.4. **Informal Dispute Resolution (Pre-Arbitration Requirement).** Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises or becomes known, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to WLF shall be sent by e-mail to <info@worldlibertyfinancial.com>. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, (iii) the date of any transaction or interaction at issue, and (iv) the specific relief that you are seeking. For a period of sixty (60) days from the date of receipt of notice, the parties agree to negotiate in good faith about the Dispute. The relevant limitations periods and filing deadlines will be tolled during this sixty (60) day period. If the parties cannot resolve the Dispute within this period, either party may commence arbitration proceedings in accordance with this Section.

## 10. GENERAL PROVISIONS

This Agreement, the Platform Terms, and any terms incorporated by reference constitute the entire agreement relating to the Program and supersede prior agreements on that subject. If any provision is unenforceable, it will be modified to the minimum extent needed and the remaining provisions will remain in effect. You may not assign this Agreement without the WLF’s prior written consent; the WLF may assign it in connection with a reorganization, merger, or transfer of the Platform. No waiver is effective unless in writing, and a failure to enforce a provision is not a waiver.


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