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Terra Node Aggreement: Terra Node Software General Terms

Gam3 Terra Node Software Agreement

Last Revised: July 7, 2024

Please read this Gam3 Terra Node Software Agreement (this "Agreement") carefully before using the Gam3 network (the "Gam3 Network") terra node software (the "Node Software").

By accessing or using the Node Software or purchasing, accessing, or using a non-fungible token upgrade key for the Node Software ("Key"), you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement by and between you and Gam3 Company Limited, a British Virgin Islands business company (the "Company" or "we"). If you do not agree to all of the terms and conditions of this Agreement, do not access or use the Node Software or purchase, access, or use a Key.

IMPORTANT RESTRICTIONS

  • U.S. RESTRICTIONS: The Node Software is not available for access or use by any resident of or any person located or domiciled in the United States. Keys are not available for purchase, access, or use by any resident of or any person located or domiciled in the United States.

  • DISPUTE RESOLUTION: Please be aware that Section 8 (Dispute Resolution; Agreement to Arbitrate) governs resolving disputes between you and the Company. Section 8 includes an agreement to arbitrate, which requires, with limited exceptions, that all disputes between you and us shall be resolved by binding and final arbitration. Section 8 also contains a class action and jury trial waiver. Please read Section 8 carefully.

  • AMENDMENTS: This Agreement may be amended from time to time by Section 10.3.

Eligibility Requirements

General. To be eligible to access or use the Terra Node Software or purchase, access, or use a Key, you must meet all of the following requirements:

  • Age: You must be at least eighteen (18) years old or the legal age to enter into binding contracts under applicable law.
  • Not a U.S. Person: You cannot be a U.S. citizen or resident, nor an entity owned or controlled by a U.S. person. This includes any entity that is: (i) a natural person residing in the United States; (ii) a partnership or corporation organized or incorporated under U.S. law; or (iii) otherwise considered a "U.S. person" as defined by Rule 902(k)(2) of Regulation S under the Securities Act of 1933 (each, a "U.S. Person").
  • Not Restricted: You cannot be, nor can you be an entity owned or controlled by, or conducting activities on behalf of, someone who is subject to sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of State, or any other relevant government authority. This applies to anyone on the Denied Persons, Entities, or Unverified Lists of the U.S. Department of Commerce's Bureau of Industry and Security (BIS). Additionally, you cannot be located, organized, or resident in a country or territory that is, or whose government is, subject to economic sanctions, including but not limited to Russia, Crimea, Cuba, Iran, North Korea, or Syria (each, a "Restricted Person").
  • Not Acting on Behalf of Restricted Persons: You cannot purchase, obtain, access, or use the Terra Node Software on behalf of a U.S. Person or a Restricted Person.

Identity Verification. Before you can claim and take possession of any Gam3 Network cryptographic tokens ("Gam3 Tokens") earned as Network Rewards (defined below) in connection with the Terra Node Software, we will require you to provide information for identity verification purposes. If we cannot verify your identity and confirm your eligibility to use the Terra Node Software, you will not be permitted to use it, including earning any Network Rewards. You agree to provide the requested information for identity verification and allow us to keep a record of it. You further represent and warrant that all such information is complete and accurate and that you will immediately notify the Company if any information provided during this process needs to be completed or updated.

Node Software

You are using the Terra Node Software. This Agreement allows you to use the Terra Node Software to operate a Gam3 Network Terra node on one or more machines you own or control. The Gam3 Network is a "layer-3" network built on top of the Arbitrum One "layer-2" network, which itself runs on the Ethereum "layer-1" blockchain. As a terra node operator, you'll help ensure the correct Gam3 Network state is reflected on the Ethereum blockchain by reading assertion data from the roll-up protocol on the "layer-2" network. You'll also submit state roots of upcoming assertions to confirm the accuracy of information submitted by other terra nodes and utilize a Wallet (defined below) to perform assertion checks on the "layer-2" network. Using Arbitrum One and Ethereum is subject to separate third-party terms and conditions. Please review the terms for Arbitrum One (https://arbitrum.foundation/tos) and Ethereum (https://ethereum.org/en/terms-of-use/) before using the Terra Node Software.

Key Requirement. To stake Gam3 Tokens and earn Network Rewards (defined below), you must purchase a Key from the Company. This Key is a non-transferable, non-fungible token. Subject to this Agreement, the Key upgrades your Terra Node Software and allows you to stake Gam3 Tokens using a single Gam3 Network Terra node on a machine you own or control. You'll need to purchase additional Keys to stake Gam3 Tokens using multiple terra nodes. Keys can be purchased at [invalid URL removed]. To claim and take possession of any Gam3 Tokens earned as Network Rewards, you'll need to provide the Company with information to verify your identity and confirm your eligibility.

You are connecting a Digital Wallet. Running a terra node with the Node Software requires connecting a compatible third-party Ethereum blockchain digital wallet ("Wallet"). You are solely responsible for maintaining the security of your Wallet, including any credentials, private keys, and seed phrases. The Company does not offer Wallet software or custody services for Gam3 Tokens (or any other crypto assets) for Node Software users. Your use of a third-party Wallet is subject to separate terms and conditions established by the provider.

Network Rewards and Slashing. You may receive Gam3 Tokens from the Gam3 Network as a reward for contributing to its security ("Network Rewards"). These Network Rewards are automatically distributed to terra node operators by the Gam3 Network. Gam3 Tokens accrue on the "layer-2" Arbitrum One network and can be "bridged" or transferred to the Gam3 Network through a dedicated bridge for use within the network. Additionally, some or all of your staked Gam3 Tokens may be programmatically destroyed as a penalty imposed by the Gam3 Network ("Slashing Penalty") under certain circumstances. Please refer to the Gam3 Network documentation for more details. The Company is not responsible or liable for any Network Rewards or Slashing Penalties that result from your use of the Terra Node Software. The Company is also not liable for any actions or omissions you make related to your Wallet or for any cyber incidents or security vulnerabilities impacting your Wallet. You must provide the Company with information to verify your identity and confirm your eligibility before claiming and taking possession of any Gam3 Tokens earned as Network Rewards.

Network Rewards Expiration. Network Rewards can be claimed at any time before they expire. You will have [ ] days from earning a Network Reward to claim the Gam3 Tokens before the Network Reward expires. You must provide the Company with information to verify your identity and confirm your eligibility before claiming and taking possession of any Gam3 Tokens earned as Network Rewards.

Node Software Updates. The Terra Node Software may automatically download or prompt you to download and install updates on your machine. You agree that the Company may download and install automatic updates using the Terra Node Software. You can opt out of automatic updates by adjusting your Node Software settings.

License Uses and Restrictions

Terra Node Software License. This Agreement grants you a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, limited license to install, use, and run the Terra Node Software on one or more machines you own or control. This license is expressly limited to the terms and conditions of this Agreement. You may not use the Terra Node Software in any way beyond what is explicitly granted here.

Third-Party Licenses. The Terra Node Software may contain software components with separate open-source or business-source license terms. In such cases, those license terms will govern the use of those specific components.

Feedback. Suppose you provide the Company with feedback (written or oral) concerning the Terra Node Software, including features, functionalities, potential errors, or improvements ("Feedback"). In that case, you grant the Company an exclusive, worldwide, perpetual, fully paid-up, royalty-free, fully sublicensable (through multiple tiers), and freely assignable/transferable license to use Feedback for any purpose without restriction or payment. You understand that the Company has sole discretion regarding using your Feedback and is not obligated to make any payments or use any part of the Feedback.

Use of Trademarks and Other Marks or Rights. You may not use trademarks, trade names, service marks, copyrights, or logos belonging to us, our partners, affiliates, licensors, or their licensors. This includes but is not limited to, the name "Gam3" (formerly "Gam3"). You cannot use these marks in a way that suggests they belong to you, are associated with you, or imply sponsorship or approval by us, our licensors, partners, affiliates, or their licensors. You also acknowledge that you have no ownership rights in these marks and cannot use them except as allowed under this Agreement or with separate written consent.

Prohibited Activities

You are prohibited from engaging in any activities that:

  • Harm Performance or Security: Negatively affect the technical performance of the Terra Node Software and/or Gam3 Network, bypass or circumvent security features, or otherwise disrupt their functioning.
  • Violate Security: Violate or attempt to violate the security of the Terra Node Software and/or Gam3 Network, including:
  • Accessing unauthorized data or accounts.
  • Disabling or defeating security measures.
  • Probing, scanning, or testing vulnerabilities without authorization.
  • Interfering with service to any terra node operator, host, or network (e.g., through malware or excessive requests).
  • Forging data packets or email headers.
  • Providing false information to the Gam3 Network.
  • Compete with Gam3: Directly or indirectly use the Terra Node Software to:
  • Create services or products similar to those offered by the Company.
  • Disassemble, decompile, or reverse engineer the Terra Node Software.
  • Sublicense, transfer, rent, lease, or share the Terra Node Software with third parties.
  • Copy, distribute, modify, or translate the Terra Node Software code or documentation.
  • Export the Terra Node Software in violation of any export control laws.
  • Introduce Harm: Introduce any malicious code, viruses, spyware, or other harmful programs into the Terra Node Software and/or Gam3 Network.
  • Remove Markings: Remove or modify any proprietary markings on the Terra Node Software.
  • Violate Rights or Laws: Use the Terra Node Software to infringe on intellectual property rights, violate laws, or engage in defamatory or harassing behavior.
  • Authorize Third-Party Violations: Authorize any third party to engage in these prohibited activities.

These restrictions are in addition to any other restrictions outlined in this Agreement.

Additionally:

  • You cannot use the Terra Node Software and/or Gam3 Network for any illegal activity, including violating laws or sanctions programs.

Risks

You acknowledge that the Terra Node Software and Gam3 Network are built on new and experimental technology, and using such technology involves significant risks. This means there are many ways the Terra Node Software or Gam3 Network could malfunction and completely lose your Gam3 Tokens. By using the Terra Node Software and Gam3 Network, you agree to assume all risks associated with their use and expressly waive any liability claims against the Company arising from your use of these tools.

Here are some specific risks to consider:

  • Technical Issues: The Gam3 Network could experience cyberattacks, unexpected spikes in activity, or other technical challenges that disrupt your ability to use the Terra Node Software or Gam3 Network. You agree to accept the risk of failures caused by unforeseen technical difficulties or vulnerabilities, including those caused by cyberattacks, and not hold the Company liable for any resulting losses.
  • Loss of Gam3 Tokens: The Company is not responsible for any Gam3 Tokens or other crypto assets you receive, transfer, hold, stake, lose, or misuse in connection with the Terra Node Software or Gam3 Network.
  • Legal and Regulatory Risks: Laws and regulations regarding cryptocurrencies can vary depending on your location. You acknowledge and agree that you are solely responsible for understanding the legality of using the Terra Node Software in your jurisdiction. The Company is not responsible for determining which laws and regulations apply to you or your use of the software.

Disclaimer of Warranties; Limitation of Liability

Disclaimer of Warranties. The Terra Node Software and Gam3 Network are provided "as-is" and "as available." The Company makes no warranties regarding this "as-is" and "as available" basis or otherwise in connection with this Agreement (except as expressly provided herein). The Company at this moment disclaims any express, implied, or statutory warranties and conditions, including any warranties or conditions of non-infringement, merchantability, fitness for a particular purpose, availability, error-free or uninterrupted operation, and any warranties arising from a course of dealing, course of performance, or usage of trade. To the extent that the Company may not, as a matter of law, disclaim any implied warranty or condition, the scope and duration of such warranty or condition shall be limited to the minimum extent permitted under such applicable law.

Limitation of Liability. In no event shall the Company be liable to you for any consequential, indirect, incidental, or special damages of any kind or nature, including, without limitation, lost profits or revenues or diminution in value arising out of or relating to the Terra Node Software or the Gam3 Network, whether or not the possibility of such damages has been disclosed to or could have been reasonably foreseen by you, regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based. Additionally, under no circumstances shall the Company's aggregate liability under this Agreement exceed one hundred US Dollars ($100.00).

Some Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may apply to someone else.

Your Remedy. If you are dissatisfied with the Terra Node Software, your sole and exclusive remedy is to discontinue using it.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its partners, affiliates, and their respective owners, members, agents, directors, officers, employees, representatives, successors, and assigns (collectively, the "Indemnified Parties") at your own expense. This indemnification covers any claim, suit, action, or other proceeding arising out of or relating to:

  • Your breach of this Agreement
  • Your violation of any law or regulation
  • Your use of the Terra Node Software

You agree to be responsible for all costs and expenses associated with defending against such claims, including reasonable attorneys' and experts' fees. The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you. In such a case, you will fully cooperate with the Company in asserting any available defense.

Dispute Release

Suppose you have a dispute with one or more users of the Terra Node Software or other third parties. In that case, you release the Indemnified Parties from all claims, demands, and damages (actual and consequential) arising out of or in any way connected with such disputes.

Dispute Resolution: Agreement to Arbitrate

This section outlines how disputes arising from this Agreement will be resolved.

Binding Arbitration: All disputes, past, present, or future, related to the Agreement (including statutory or common law claims, breach, termination, enforcement, interpretation, or validity of any provision) will be settled through binding arbitration in Tortola, British Virgin Islands. This arbitration will be conducted before a single arbitrator following the BVI International Arbitration Centre (BVI IAC) Arbitration Rules.

Governing Law: The arbitrator will apply the substantive law of the British Virgin Islands, excluding its conflict or choice of law rules.

Seeking Provisional Remedies: Both parties retain the right to seek temporary remedies from a court with appropriate jurisdiction to aid the arbitration process.

Notice of Intent to Arbitrate: A party must notify the other party in writing at least 30 days in advance before initiating arbitration. This notice should specify the date the arbitration demand will be filed. During these 30 days, both parties are encouraged to meet and attempt to resolve the dispute without resorting to arbitration.

Commencing Arbitration: To begin arbitration, a party must submit a written demand to the BVI IAC and the other party. This demand should outline the subject of the dispute and the desired outcome.

Arbitrator's Authority: Subject to the disclaimers and limitations outlined in this Agreement, the arbitrator can award monetary damages and other remedies permitted by the laws of the British Virgin Islands (including the BVI IAC Arbitration Rules). However, the arbitrator cannot modify any terms of this Agreement.

Arbitrator's Decision: The arbitrator will deliver a written, reasoned decision to both parties, which must be promptly followed. This decision (including interim or final remedies) can be confirmed or enforced by a state or federal court located in the British Virgin Islands. The arbitrator's decision is final and binding on both parties and cannot be appealed or reviewed.

Costs of Arbitration: The initiating party is responsible for the filing fee. Each party will share equally the fees and expenses of the arbitrator, arbitration reporter, and arbitration facility. The prevailing party, if any, may be awarded costs and attorney's fees reasonably incurred related to the successful aspects of their case. Any opposing awards of costs and legal fees will be offset.

Confidentiality: The existence of the arbitration, the proceedings, the hearing, and the arbitrator's decision must be kept confidential by all parties, witnesses, and the arbitrator. Exceptions include situations related to:

  • Preparing for and conducting the arbitration hearing.
  • Seeking court confirmation of the arbitrator's decision or its enforcement.
  • Confidential settlement negotiations by the Company.
  • Disclosure to professional advisors with a strict duty of confidentiality.
  • Requirements of applicable law.

Documentary and other evidence produced during the arbitration must also be kept confidential, except for public domain information or evidence obtained independently.

In Case of Conflict: If there is any disagreement between the provisions of this section and the BVI IAC Arbitration Rules, the provisions of this section will prevail.

Individual Basis: Any dispute arising from this Agreement, whether through arbitration or court proceedings, must be conducted individually, not as a class action, consolidated action, or representative action. A court, not an arbitrator, will resolve disputes regarding the enforceability of this class action waiver. Neither party is entitled to arbitration if this class action waiver is invalid.

Jury Trial Waiver: If a dispute proceeds in court rather than arbitration, both parties knowingly waive the right to a jury trial for any action, proceeding, or counterclaim arising from this Agreement.

Term; Termination

This Agreement becomes effective when you accept its terms or when you first access or use the Terra Node Software. It will remain in effect until terminated, as outlined in Section 9.2.

Termination for Breach: Your right to use and access the Terra Node Software will automatically terminate if you fail to comply with any of the terms and conditions outlined in this Agreement. This termination will be effective immediately and without prior notice.

Obligations upon Termination: Upon termination of this Agreement, you must immediately cease all use of the Terra Node Software and destroy all copies, full or partial, of the Terra Node Software in your possession.

Survival: Sections 4, 5, 6, 7, 8, 9, and 10 of this Agreement will continue to apply even after the Agreement is terminated.

General Provisions

Electronic Communication: By using the Terra Node Software, you agree to receive communication electronically.

Notices: We may send you notices and other information electronically, as allowed by Section 10.1. You can send us notices by email to [email address removed]. All notices will be considered received upon sending.

Amendments: This Agreement may be changed or revised at any time, with or without notice. The latest version will be posted on our website ([https://gam3.ai/]) with a "Last Revised" date at the top. Any changes take effect immediately upon posting. You are responsible for reviewing and understanding any modifications. You waive any right to receive specific notification of these changes. Using the Terra Node Software constitutes your acceptance of the Agreement as modified or revised. If you disagree with the current Agreement, you must immediately stop using the Terra Node Software.

Waivers: Any waiver must be in writing and signed by the waiving party to be valid. If either party fails to enforce a provision of the Agreement, it will not be considered a waiver of that party's right to enforce it later.

Cumulative Rights and Injunctions: The rights and remedies under this Agreement are cumulative. Each party may exercise any of its rights and remedies under the Agreement, along with all other rights and remedies available at law, in equity or otherwise. A material breach by a party could cause irreparable harm to the non-breaching party, for which there may be no adequate remedy at law. Therefore, the non-breaching party can seek specific performance or injunctive relief for any such breach.

Severability: If any provision of this Agreement is found invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will not be affected, and the remainder of the Agreement will remain valid and enforceable to the fullest extent permitted by law.

Force Majeure: The Company will not be liable for any delay or failure resulting from any condition beyond our reasonable control, including but not limited to government action, acts of terrorism, natural disasters, labor conditions, power failures, equipment failures, and internet or blockchain network disruptions.

Successors and Assigns: You may not transfer or assign this Agreement or any rights or obligations hereunder. Any attempt to do so will be void. The Company reserves the right to freely transfer or assign the Agreement and the rights and obligations hereunder to any third party at any time without your consent or prior notice. If you object to such a transfer or assignment, you may stop using the Terra Node Software.

Relationship of the Parties: Nothing in this Agreement creates a partnership, joint venture, association, syndicate, or similar relationship between you and the Company.

Governing Law: This Agreement will be governed by and construed by the laws of the British Virgin Islands, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

Entire Agreement: This Agreement constitutes the entire agreement and understanding between you and the Company and supersedes all prior communications, representations, or agreements, whether written or oral, concerning the subject matter.

No Third-Party Beneficiaries: This Agreement is not intended to create any rights or remedies for any parties other than you, the Company, and other Company affiliates, each of which will be a third-party beneficiary of the Agreement. No other person may assert any rights as a third-party beneficiary hereunder.