OpenNode Services for Hosting Companies Terms and Conditions

These TERMS AND CONDITIONS (this "Agreement") are agreed to between OpenNode, Inc. a Delaware corporation (“OpenNode”, “we” or “us”) and you (“You” or “Your”) and govern Your use of and access to the OpenNode Services (as defined below).

This Agreement governs Your access to and use of our Services. “Services” refers individually and collectively to APIs, mobile applications, and any software services provided by OpenNode in connection with facilitating the processing of bitcoin mining pool payouts to You, whether through OpenNode’s website, its platform, or otherwise, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content (“Content”).

By accepting this Agreement electronically (for example, by clicking “I Agree”), accessing or using the Services, purchasing Services, registering for an account with us, or executing this Agreement, You are accepting and agreeing to this Agreement and the policies and guidelines referenced in this Agreement. If You do not agree to this Agreement, then You may not use the Services.

Further, You may not use the Services and may not accept this Agreement if You are a person barred from using or receiving the Services under the applicable laws of the United States of America or other countries including the country in which You are resident or from which You use the Services. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE SERVICES, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THESE TERMS, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER ORGANIZATION OR BUSINESS ENTITY OF ANY KIND (COLLECTIVELY, “ENTITY”), YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES OR CLICK THAT YOU ACCEPT OR AGREE TO THESE TERMS. THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OPENNODE’S LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SERVICES. Term. This Agreement is entered into as of the date You first accept it or use the Services (the “Effective Date”) and will continue until terminated as set forth herein. If You have a separate agreement governing OpenNode’s provision of the Services to You (a “Separate Agreement”) with an agreed upon term, the Term of this Agreement will be subject to the term thereof.

Modifications to the Services. OpenNode reserves the right, at any time, to modify the Services, and the terms of this Agreement, whether by making those modifications available on the Services or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Services or delivery of such other notice, unless otherwise required by law. You may cease using the Services or terminate this Agreement at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Services following such notice.

Eligibility. The Services are intended for use by businesses and not individuals. Additionally, to access and use the Services You may need to fulfill certain other legal obligations or criteria required in Your jurisdiction. OpenNode makes no representations that the Services are appropriate or available for use in all jurisdictions. Accessing any of the Services is prohibited from any jurisdictions where access to or use of the Services is prohibited.

Accounts and Conduct.

Account Creation and Responsibility. Before becoming a User, You must establish an account with OpenNode (an “Account”). Approval of Your request to establish an Account will be at the sole discretion of OpenNode. Each Account and the User identification and password for each Account (the “Account ID”) is for Your sole use and may only be used by You and Your authorized employees and contractors. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of the Services through Your Account. All transactions completed through Your Account or under Your Account ID will be deemed to have been lawfully completed by You. You will ensure the security and confidentiality of Your Account ID and will notify OpenNode immediately, by email at support@opennode.com, if any Account ID is lost, stolen or otherwise compromised. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that OpenNode, in its sole discretion, deems offensive.

Acceptable Use. You will not (and will not permit any third party to) use or access the Services, directly or indirectly, to: (a) upload, store or transmit any Content that is infringing, libelous, unlawful, tortious, violate privacy rights, or that includes malicious code; (b) engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the Services, servers, networks, data, or other properties of ours or of our suppliers or licensors; (c) develop, distribute, or make available the Services in any way in furtherance of criminal, fraudulent, or other unlawful activity; (d) make the Services available to, or use any Services for the benefit of, anyone other than You or Your authorized representatives; (e) sell, resell, license, sublicense, distribute, rent or lease any Services; (f) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit; (g) obscure, remove, or destroy any copyright notices, proprietary markings or confidential legends; (h) build a competitive product or service; (i) distribute any Services in a manner that would disclose any of OpenNode’s source code; or (j) reverse engineer, decrypt, decompile, decode, disassemble, or otherwise attempt to obtain the human readable form of any of the OpenNode Services that were not provided to You in source code, to the extent such restriction is permitted by applicable law.

Retention. Your Content and Account information will be retained according to OpenNode’s Privacy Policy located at https://www.opennode.com/privacy-policy (“Privacy Policy”).

Access.

To OpenNode Services. Subject to Your compliance with this Agreement, OpenNode will permit You to access and use the Services solely for lawful non-consumer business purposes in accordance with the terms of this Agreement and any Separate Agreement before being given access to any specific areas of the Services. The terms of any Separate Agreement will be added in addition to the terms of this Agreement and will also govern Your use of the portions of the Services to which the Separate Agreement may apply. In the event of a conflict between the terms of this Agreement and the Separate Agreement, the terms of the Separate Agreement will prevail.

To Third-Party Sites. The Services may contain links to third-party sites that are not under the control of OpenNode. Unless otherwise noted, any other site accessed from the Services is independent from OpenNode, and OpenNode has no control over and is not responsible for its content. Links to third-party websites are provided for Your convenience only and You may access them solely at Your own risk. You acknowledge and agree that OpenNode shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. Your access and use of the third-party sites are governed by the terms of use and privacy policies of these third-party sites. To Third-Party Services. The Services may also provide You with the option, and use of certain Services may require You, to obtain access to services, content, functionality, software and other things developed, provided, or maintained by third party service providers, including without limitation payment services, exchange or banking partners, and OTC trading desks (collectively, "Third Party Services"). All Third Party Services are provided by third parties and are not under the control of OpenNode. You acknowledge and agree that OpenNode shall not be liable or responsible, directly or indirectly, for Your access to or use of any Third Party Services, including any damages, losses, liabilities, failures, or problems caused by, related to, or arising from any Third Party Services. Your use of and access to any Third Party Services is solely between You and the provider of the Third Party Services. Your access to and use of any Third Party Services is subject to any additional terms, conditions, agreements, or privacy policies provided or entered into in connection with the Third Party Services (each, a “Third Party Agreement”). The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement but will not otherwise apply to Your access to or use of the Services. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third Party Agreement, the terms of the Third Party Agreement will control with respect to Your access to and use of any Third Party Services provided under that Third Party Agreement. This Agreement will continue to control in all other respects.

Identity Verification. OpenNode is required to obtain, verify and record information that identifies each Client that opens an account on our platform, as part of a Customer Identification Program (CIP), in accordance with section 326 of the USA Patriot Act. Promptly following OpenNode’s request, You will provide OpenNode any and all Content, including Your full name and any documents or photographs, necessary for OpenNode to verify Your identity. You hereby represent, warrant and covenant that such Content is accurate, current and complete. OpenNode reserves the right to freeze Your Account until Your identity has been verified pursuant to this Section and to terminate Your Account should You fail to comply with Your obligations under this Section. You (and, if acting in a representative capacity, individually and for the Entity You represent) authorize OpenNode and its agents to make such investigative inquiries and request any third-party reports as it deems necessary to verify Your identity and that of Your principals and other agents.

Fees. You will pay OpenNode all fees required to access and use of the Services (“Fees”) as agreed to in a Separate Agreement. The Fees may be subject to change without notice, at any time and You are responsible for checking applicable Fees prior to transacting. All Fees will be non-refundable once paid to OpenNode (including upon any termination or suspension of this Agreement). In addition to any Fees, OpenNode may charge and receive compensation based on a bid-ask spread or markup on any sale by You of Bitcoin using the Services. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. If OpenNode requires use of collection agencies, attorneys, or courts of law for collection of Your account, You will be responsible for those expenses. You will be responsible for any and all use, sales, and other taxes imposed on Your access to and use of the Services.

Termination. This Agreement may be terminated (a) by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement or (b) if applicable, in the manner set forth in the Separate Agreement. Upon termination of this Agreement for any reason: (1) all rights granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Services and all Services, including Your Content and any Services You obtained prior to termination; and (3) OpenNode may, in its sole discretion, delete Your Account or Your Content at any time. Sections 7 (Fees), 8 (Termination), 10 (Services Technology), 11 (Ownership), 12 (Feedback), 14 (Representations and Warranties), 15 (Disclaimers), 16 (Indemnity), 17 (Limitation on Liability), 18 (Data Privacy), 19 (TCPA Consent), 20 (Claims of Infringement), 21 (Force Majeure), 22 (Arbitration), 23 (Class Action Waiver), 24 (Governing Law and Venue), 25 (Notices), 26 (Interpretation) and 28 (Additional Terms) will survive any expiration or termination of this Agreement.

Suspension. Without limiting OpenNode’s right to terminate this Agreement, OpenNode may also suspend Your access to Your Account and the Services (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by OpenNode to be inappropriate or detrimental to OpenNode, the Services, or any other OpenNode customer or User.

Services Technology. The Services, and the databases, software, hardware and other technology used by or on behalf of OpenNode to operate the Services, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of OpenNode. You will not, and will not permit any third-party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third-party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. OpenNode uses reasonable means to protect the security of the Services, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

Ownership. OpenNode retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Services under this Agreement. The OpenNode name, logo and all product and service names associated with the Services are trademarks of OpenNode and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

Feedback. You agree that any feedback or ideas You provide to OpenNode regarding the Services or their underlying Technology or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of OpenNode. To the extent You own any rights in the Feedback, You hereby agree to, and hereby do, assign all right, title and interest in and to the Feedback to OpenNode. You agree to perform all acts reasonably requested by OpenNode to perfect and enforce such rights.

Availability. OpenNode will use reasonable efforts to ensure that the Services can be accessed by You in accordance with this Agreement; however, OpenNode does not guarantee that the Services will be available at all times. OpenNode will make reasonable efforts to give You notice of planned maintenance. You accept the risks associated with the fact that You may not always be able to use the Services or carry out transactions using Your Account.

Representations and Warranties.

General. You hereby represent and warrant to OpenNode that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; and (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement.

Compliance with Laws. You acknowledge that the Services are a general-purpose online service and are not specifically designed to facilitate compliance with any specific law. Your use of the Services in compliance with any specific law, rule, or regulation applicable to You, or other data or information You may provide or generate through the Services is Your sole responsibility. OpenNode is not responsible for enabling Your compliance with any such law or for Your failure to comply. Regardless of the jurisdiction in which You use or access the Services, You represent and warrant to OpenNode that Your use of and access to the Services, including, without limitation, Your Content and any other data or information You may provide or generate through Your use of or access to the Services, will comply with all applicable laws, rules, and regulations and will not cause OpenNode itself to violate any applicable law. The foregoing obligation includes compliance with all laws that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, and/or personally identifiable information.

Disclaimers

No Tax, Legal, Financial, or Investment Advice. You should not interpret any Content provided in connection with the Services as tax, legal, financial, or investment advice. OpenNode has no special relationship with or fiduciary duty to You and Your use of the Services does not create such a relationship. You agree and acknowledge that You are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the Services.

No Price Guarantee; Volatility. You understand that OpenNode is not liable for price fluctuations in Bitcoin. By entering into this Agreement, You acknowledge and agree that: (a) OpenNode is not responsible for the operation of any Bitcoin underlying protocols, and OpenNode makes no guarantee of their functionality, security, or availability; (b) Bitcoin underlying protocols are subject to sudden changes in operating rules (a/k/a forks), and such forks may materially affect the value and function of the Bitcoin; and (c) OpenNode does not own or control the underlying software protocols which govern the operation of any Bitcoin. You acknowledge that OpenNode shall have no responsibility or liability for: (a) events or circumstances beyond Your reasonable control, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any Bitcoin market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar force majeure events, in each case to the extent beyond the reasonable control of OpenNode; (b) any error by You; (c) the insolvency of, or acts or omissions by a Bitcoin trading platform; (d) any error, or any loss, destruction, corruption or other inability to use or transfer the Bitcoin caused by the applicable blockchain or any other technology used to implement or operate any Bitcoin, or other circumstances beyond the reasonable control of OpenNode; (e) any delay or failure of any Bitcoin issuer, the developer or operator of any technology used to implement or operate any Bitcoin, or any broker, agent, intermediary, bank or other commercially prevalent Bitcoin payment or clearing system to provide any information or services required in order to enable OpenNode’s performance hereunder; and (f) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

Transaction Disputes. OpenNode’s only involvement in transactions between You and a customer of Yours is limited to providing the Services to You. If a disagreement occurs between You and Your customer over a transaction (a “Transaction Dispute”), You and Your customer are solely responsible for resolving the Transaction Dispute. OpenNode disclaims any liability arising out of or relating to a Transaction Dispute and will not mediate, attempt to resolve, or otherwise become involved in any Transaction Dispute.

General. THE SERVICES AREPROVIDED “AS IS” AND “AS AVAILABLE.” OPENNODE DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, AVAILABILITY, ADEQUACY OR CURRENCY OF ANY SERVICES THAT MAY BE PROVIDED THROUGH THE SERVICES. OPENNODE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. OPENNODE DOES NOT WARRANT THE RELIABILITY, ACCURACY, INTEGRITY, SECURITY, COMPLETENESS, ADEQUACY OR CURRENCY OF THE SERVICES,. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OPENNODE OR ITS EMPLOYEES, PROVIDERS OR AGENTS SHALL CREATE A WARRANTY OF ANY KIND. OPENNODE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR OPERATE UNINTERRUPTED OR ERROR FREE.

Indemnity.

Indemnity. You hereby agree to indemnify, defend, and hold harmless OpenNode and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, Users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) (collectively, “Losses”) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Services, including any data provided via the Services; (2) Your Content or Account information or other Content You provide through the Services; (3) Your Content; (4) a dispute between You and any end user or customer of Yours; (5) a security breach of Your computers or systems; (6) the unauthorized use, access or disclosure of confidential or personal information, private keys, or authentication credentials held by You or Your computers or systems; or (7) Your breach of any representation, warranty, or other provision of this Agreement. OpenNode will provide You with notice of any such claim or allegation, and OpenNode will have the right to participate in the defense of any such claim at its expense.

Affiliates. If You permit Your Affiliates, subsidiaries, employees, or any third party to access or use the Services, You shall be solely responsible for (i) their acts or omissions in connection with their access to or use of the Services and (ii) ensuring that their access or use of the Services is in compliance with the Agreement, and any and all applicable local laws, rules and regulations. You agree to fully indemnify, defend and hold OpenNode and all other Indemnified Parties harmless for any and all Losses incurred by any such Indemnified Parties arising from acts of Your Affiliates, subsidiaries, employees or any third parties.

Procedure. For any indemnifiable Claim described in this Section 16, the indemnifying party shall have the sole responsibility, at its expense, to defend and, at its sole discretion, to settle any such Claim, provided that: (i) the settlement unconditionally releases the indemnified party of all liability; (ii) if any settlement requires a non-monetary obligation of an indemnified party (other than You ceasing use of the Services), then such settlement shall require the indemnified party’s prior written consent, which consent will not be unreasonably withheld; (iii) the indemnified party shall have the right to participate at its own expense in the defense of such Claim, including any related settlement negotiations; (iv) further, notwithstanding anything to the contrary in this Section 16, the indemnified party is not obligated to tender the defense of any Claim to the indemnifying party if the Claim is brought by a government regulator, government investigator, or other governmental authority. If any compromise or settlement is made with respect to such Claim in conformance with this Section 16.3, the indemnifying party shall pay all amounts in settlement of such Claim. The indemnified party shall provide the indemnifying party with such information and assistance for the defense of such Claim as the indemnifying party reasonably requests. The party seeking indemnification will provide the indemnifying party with prompt written notice of any Claim, however, failure to provide such notice promptly will not relieve the indemnifying party from any obligation or liability under this Section 16 with respect to such Claim, except to the extent the indemnifying party is prejudiced by such failure.

Limitation on Liability. OPENNODE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SERVICES, EVEN IF OPENNODE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OPENNODE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ITS PROVISION OF THE SERVICES UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES YOU ACTUALLY PAID TO OPENNODE FOR USE OF AND ACCESS TO THE SERVICES IN THE PRECEDING TWELVE MONTHS. YOU AGREE THAT OPENNODE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OPENNODE’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Data Privacy. You expressly consent to the use and disclosure of Your personally identifiable information and Your Content as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, OpenNode will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from Your access to and use of the Services. To the extent any such non-personally identifiable data or information is collected or generated by OpenNode, the data and information will be solely owned by OpenNode and may be used by OpenNode for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.

TCPA Consent. Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from OpenNode or anyone calling on our behalf, You expressly consent to be contacted by OpenNode and anyone calling on our behalf for any and all purposes arising out of or relating this Agreement or Your use of the System or Services, at any telephone number, or physical or electronic address You provide or at which You may be reached. You agree that OpenNode may contact You in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto-telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by You or someone else. In the event that an agent or representative calls, he or she may also leave a message on Your answering machine, voice mail, or send one via text. You consent to receive SMS messages (including text messages), calls and messages (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) You have provided to us, or numbers we can reasonably associate with Your Account (through skip trace, caller ID capture or other means), with information or questions about Your Account or use of the System or Services. You certify, warrant and represent that the telephone numbers that You have provided to us are Your contact numbers. You represent that You are permitted to receive calls at each of the telephone numbers You have provided to us and agree to promptly alert us whenever You stop using a particular telephone number. Your cellular or mobile telephone provider will charge You according to the type of plan You carry. You also agree that we may contact You by email, using any email address You have provided to us or that You provide to us in the future. We may listen to and/or record phone calls between You and our representatives without notice to You as permitted by applicable law and for quality monitoring purposes.

Claims of Infringement. OpenNode respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on Services without Your authorization in a way that constitutes copyright infringement, You may notify us or our designated copyright agent by mail to: 100 Biscayne Blvd., Suite 1203, Miami FL 33132 Attention: Legal Department Please include the following information in Your correspondence: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature. Force Majeure. Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by events beyond its reasonable control, including, without limitation, acts of God or any governmental body (including regulation, enforcement, controls or restrictions on cryptocurrency, blockchain, the System or the Service), war or national emergency, riots or insurrection, sabotage, embargo, fire, flood, accident, strike or other labor disturbance, or interruption of or delay in systems, power or telecommunications under third-party control.

Arbitration. Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by OpenNode in Los Angeles, California, U.S.A. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the foregoing, You agree that the following matters shall not, at the election of OpenNode, be subject to binding arbitration: (a) any dispute concerning OpenNode’s or its suppliers or service providers’ IPR; (b) any dispute related to or arising from allegations of criminal activity; or (c) any claim for injunctive relief.

Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS AGREEMENT, WHETHER THROUGH CLASS ARBITRATION PROCEEDINGS OR OTHERWISE. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND OPENNODE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.

Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of California, U.S.A. as such laws apply to contracts between California residents performed entirely within California without regard to the conflict of laws provisions thereof. Subject to Section 21, each party hereto: (a) consents to and waives any objections to personal jurisdiction, service of process, and venue in the federal and state courts located in Los Angeles, California; and (b) agrees that any action arising out of or relating to this Agreement will be filed and prosecuted only in such courts.

Notices. Unless otherwise specified in this Agreement, all notices hereunder shall be in writing and shall be effectively given upon: (i) personal delivery, (ii) delivery of certified or registered mail, or by courier service, (iii) the first business day after sending by email. Notices shall be deemed to have been given, delivered and received upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused. Notices to You will be addressed using the contact information You provided to us in connection with Your account. Notices to us will be addressed to us at the following address: OpenNode Inc. Attention: 100 Biscayne Blvd., Suite 1203, Miami FL 33132; legal@opennode.com. Either party may update their contact information for notice purposes by giving the other party appropriate notice under this Section 25.

Interpretation. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States. To the extent any translated version of this Agreement conflicts with the English language version, the English language version will control. When interpreting this Agreement: (1) any headings are for reference purposes only and shall not be used in the construction and interpretation of this Agreement; (2) the singular includes the plural, and vice versa; (2) “includes”, “including”, “for example”, “such as” and similar terms are not words of limitation; (3) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement; (4) "law" means any foreign, federal, state or local law (including common law), statute, standard, code, ordinance, rule, regulation, promulgation or any order by any governmental authority; and (5) "governmental authority" means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

Additional Services.

Additional Services. You retain OpenNode to provide, and OpenNode agrees to provide, certain services (the “Additional Services”) in connection with Your hosting of the bitcoin mining sites subject to this Agreement (collectively, the “Sites”) and Your receipt of pool payments from Your miner clients (“Miners”) at the Sites.

Grant of Limited Authority to OpenNode:

Limited Authority. In connection with the Additional Services, You grants OpenNode the limited authority to provide the following instructions (which instructions shall occur programmatically using software provided to You by OpenNode) to OTC trading platforms and other third parties on Your behalf:

To execute sell orders for Bitcoin paid by Miners to You as compensation for Your hosting services; To convert (through an auto conversion feature or otherwise) Bitcoin received by You into fiat currency; To send fiat currency from Your account with the OTC platform to Your bank account; and Any other instructions considered necessary to accomplish any of the foregoing instructions.

Ability to Revoke. The grant of authority by You to OpenNode may be revoked at any time by You in your sole and absolute discretion.

OpenNode Not a Principal or Fiduciary. The Parties acknowledge and agree that, in exercising any authority granted it by You pursuant to this section, OpenNode is acting solely on behalf of, and as the representative for, You. The Parties undertake not to take any action or make any representation to any other person inconsistent with such acknowledgment and agreement. The Parties agree that these acknowledgments and agreements are a material term of the Agreement. You shall be solely responsible for monitoring compliance with Your own internal restrictions and procedures (whether or not OpenNode is in possession or has knowledge of those restrictions and procedures), and with applicable law.

Cooperation Obligation. You shall cooperate with OpenNode to ensure the performance of the Additional Services. In particular, You shall use Your best efforts to (a) provide OpenNode copies of underlying agreements with Miners (the “Mining Agreements”) and (b) amend, to the extent necessary, the Mining Agreements to incorporate pass-through and revenue share payments rather than fixed price payments.

Additional Terms. This Agreement, together with any Separate Agreement, constitutes the complete and exclusive agreement between You and OpenNode regarding Your access to and use of the Services. Other than any Separate Agreement as may be executed by the parties regarding OpenNode’s Services, this Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and OpenNode relating to Your use of the Services. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by OpenNode under this Agreement must be in writing or later acknowledged by OpenNode in writing. Any waiver or failure by OpenNode to enforce any provision of this Agreement on one occasion will not be deemed a waiver by OpenNode of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of OpenNode. Any assignment in violation of the foregoing will be null and void. OpenNode may assign this Agreement to any party that assumes OpenNode’s obligations hereunder. The parties hereto are independent contractors, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.