AULT BLOCKCHAIN NODE LICENSE TERMS & CONDITIONS

General Terms & Conditions

1.              Purchase or acquisition of an Ault Blockchain Node makes You eligible to join and participate in the DAO, subject to completing other requirements as set forth in the Constitution (e.g. successful completion of KYC, account creation, agreement to the Ault Node Acknowledgements, etc.). You agree that You have carefully read the applicable Risk Disclosures and Acknowledgments, and, if desired, the DAO Constitution.  If You do not agree with any of the DAO’s terms, policies, or acknowledgments, You should not purchase an Ault Blockchain Node. You acknowledge and agree that the DAO has not made any representations of earnings or income projections to You in any form. You acknowledge and agree that becoming a Node Licensee and participating in the DAO does not constitute an investment contract or security, and You are not relying on the DAO or Ault DAO for any success or return of investment of any kind.

2.              The Node License granted under these T&Cs is perpetual unless terminated pursuant to the revocation parameters set forth in the Constitution.

3.              You shall be an independent contractor, and not an employee, representative, officer, director or agent of the DAO. Nothing contained herein shall be construed or applied to create a partnership, joint venture, legal representative, or franchise between the DAO, Ault DAO, and You or authorize Node Licensee to represent or bind the DAO or Ault DAO under any terms, agreements or liabilities. Neither party shall be the legal representative or agent of the other party, and neither party may create or assume any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other party for any purpose whatsoever. You understand that You shall not be treated as an employee of the DAO or Ault DAO for federal or state tax purposes.

4.              It may become necessary for You to use, review, and handle Confidential Information of the DAO, Ault DAO or other third parties. “Confidential Information” means any information, in any form or medium, whether marked confidential or not, disclosed by the DAO or Ault DAO to You, including, but not limited to, the terms of these T&Cs, proprietary information, development tools, products, protocols, standards, manuals, services, business plans, customer lists, know-how, trade secrets, intellectual property rights, technical specifications, source code, object code, screen displays, designs, flowcharts, drawings, processes, algorithms, software DAOs, databases, marketing plans, articles, strategic direction, price lists, financial information or projections, notes, memoranda, extracts, summaries, reports, and/or analysis, including any and all derivative works of the aforementioned. Confidential Information shall not include information that is: publicly known, or subsequently becomes publicly known, other than by breach of this or another agreement or lawfully disclosed by a third party on a non-confidential basis to You, provided that the third party did not directly or indirectly receive the item from the DAO or Ault DAO. You acknowledge that all Confidential Information is and shall continue to be the exclusive property of the DAO or Ault DAO as the case may be. You agree to hold all Confidential Information received from DAO or Ault DAO in trust and confidence and agree that such information shall be used only for the purposes of these T&Cs. You shall not disclose, directly or indirectly, the Confidential Information to any third parties, or otherwise use the Confidential Information in a manner detrimental to the DAO or Ault DAO. You shall not make copies of any documents containing Confidential Information or disassemble, decompile, distribute, create derivatives, or reverse engineer any materials, items, or products provided by the DAO or Ault DAO. You understand that all Confidential Information is important, unique, and materially affects the DAO’s goodwill and success in conducting its business activities, and hereby agrees to indemnify and save harmless the DAO for damages that may arise from the unauthorized disclosure of Confidential Information by You. This extends to Confidential Information that may have been previously disclosed to You prior to the acceptance of these T&Cs. You acknowledge that You may be exposed to other third parties confidential or proprietary information.  You will safeguard and keep confidential the confidential or proprietary information of customers, other companies, vendors, consultants, and other parties with which the DAO and Ault DAO does business to the same extent as if it were DAO or Ault DAO Confidential Information.

5.              The DAO has a no tolerance policy for any misleading conduct, unethical or unlawful acts, and the DAO reserves the right to terminate membership in the DAO pursuant to the terms of the Constitution. You agree that the DAO may deduct, withhold, setoff, or charge to any form of payment or reward any amounts owed to Ault DAO by Node Licensee. At all times, You shall not (a) operate Your Node or participate in the DAO in a manner that reflects unfavorably on the DAO’s goodwill and reputation; (b) use deceptive, misleading, illegal, discriminatory, and unethical practices in connection with Your Node operation or participation in the DAO; (c) make false or misleading representations with regard to the DAO or Seller; (d) make false, misleading or inaccurate claims about any compensation or income derived from the DAO; (e) use, publish or deploy materials or Intellectual Property without the prior written consent of the DAO; (f) reverse engineer, decompile, disassemble, or modify the Node technology; (g) represent, warrant or guaranty to any user or prospective user concerning the Nodes, Blockchain, or DAO that are inconsistent with or in addition to those approved in advance by the DAO; (h) manipulate the DAO, Your Node, or the Blockchain to earn digital rewards from misuse of Your Node; or (i) violate any terms, conditions or obligations set forth herein. You agree to any audits and compliance measures instituted by the DAO related to Node Licensee’s obligations herein.

6.              You understand that these T&Cs may be amended only by Ault DAO or its authorized representative. Amendments become binding once posted, and You agree to abide by all such changes.  A reference to Ault DAO herein also includes, as appropriate, a reference to the decentralized community of Ault Nodes and Node owners. Notification of changes shall be posted via email, on the Ault DAO’s (or its licensee’s) website, or such other method of communication as Ault DAO shall reasonably employ. Changes shall become effective immediately, but any changes shall not apply retroactively to conduct that occurred prior to the effective date of the change.  Your continuance of business or acceptance of any digital rewards or payments after the effective date of any changes shall constitute Your acceptance of any and all amendments. If You do not agree to be bound by these T&Cs, do not purchase, use (or continue to use) an Ault Blockchain Node, the Ault DAO’s Site or Services (Ault DAO’s brands, software, products, features, and services including those of third-parties for which You have access to under these T&Cs). It is therefore very important that You keep Your account information current, including Your email address. The Ault DAO or its decentralized community in the DAO assume no liability or responsibility for Your failure to receive notification if such failure results from inaccurate or out-of-date account or contact information.

7.              An individual or entity can only own Nodes through one Node Licensee designation.  For example, if an individual has a Node License, then he or she cannot also have a DAO or LLC that has a separate Node License designation. If an entity, tax exempt entity, trust, or the like, is owned, managed, or controlled by an individual, the same cannot have a separate Node Licensee designation.  If any member, officer, or agent of a Node Licensee’s entity violates any terms set forth herein, such activity will be deemed a violation by You and the DAO may expel You from the DAO pursuant to the Constitution.

8.              To the fullest extent permitted by law, Node Licensee releases Ault DAO and shall fully protect, defend, indemnify and hold harmless the DAO, its managers, members, partners, employees, officers, agents and representatives, from and against any and all claims that relate to, concern or arise out of these T&Cs, the Node(s), and the DAO.

9.              TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AULT DAO, AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. AULT DAO MAKES NO COMMITMENT TO MAINTAIN, UPDATE, OR SUPPORT THE NODE SOFTWARE AFTER DELIVERY. AULT DAO, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING DAO DATA AND CRYPTOCURRENCY REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF SERVICES. NODE LICENSEE IS SOLELY RESPONSIBLE FOR SECURING ITS ACCOUNT, DATA, AND DIGITAL REWARDS. NEITHER AULT DAO, ITS NODE LICENSEE, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SERVICES AND ANY SUPPORTED DAO WILL BE ERROR-FREE OR UNINTERRUPTED. AULT DAO, ITS NODE LICENSEE, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM DAO NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY DAO OR BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.

10.           Ault DAO shall not be liable to Node Licensee for any indirect, incidental, consequential, punitive, reliance, special or exemplary damages, including without limitation, loss of business, lost profits, lost revenues, or increased cost of operations, based on any theory of liability, including without limitation, breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if Node Licensee or its representatives has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. Furthermore, Ault DAO’s total liability shall be limited to the purchase price actually paid by the Node Licensee for the Node License.

11.           Any claim or dispute between You and Ault DAO shall be governed by Wyoming law in the courts of New York. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). CUSTOMER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

12.           If any provision of these T&Cs are held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the other provisions will not be affected or impaired thereby.

13.           If Node Licensee wishes to bring an action against Ault DAO for any act or omission relating to or arising from the sale of the Node(s), such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law.  Failure to bring such action within such time shall bar all claims against Ault DAO for such act or omission. You waive all claims that any other statute of limitations applies.

14.           You authorize Ault DAO to use Your name, photograph, personal story and/or likeness in any advertising or promotional materials, and You expressly waive all claims for remuneration for such use.

15.           You acknowledge and understand that the copyrights, patents, trade secrets, trademarks, and other intellectual property, including derivatives and rights thereof, belonging to Ault DAO are and shall remain the sole and exclusive property of Ault DAO. Nothing in these T&Cs assigns or transfers to You any ownership or exclusive rights to any intellectual property or Confidential Information belonging to Ault DAO. You acknowledge that a breach of the Governing Documents would cause irreparable harm to Ault DAO and that could not be adequately compensated by damages alone. Consequently, Ault DAO may seek and obtain, without posting a bond or providing any other security, immediate preliminary and permanent injunctions against Your breach or threatened breach of any of the Governing Documents, in addition to any and all other legal and equitable remedies available, and You hereby consent to the obtaining of such injunctive relief.  The above shall also apply to intellectual property belonging to third parties with which You have access to under the Governing Documents. Upon written request You shall immediately return any intellectual property belonging to Ault DAO.

16.           Daily Node Rewards. When a Node is online and correctly configured, the Ault Blockchain protocol credits the Node Licensee with variable daily rewards denominated in AULT tokens. Rewards are algorithmic, not guaranteed, and cease immediately when the Node is offline or slashed. Changes to the reward system can occur through the process set forth in the Constitution.  Additional digital asset rewards may be earned through the distribution mechanism approved by Ault DAO and/or the DAO.

17.           Node Supply & Dilution. A maximum of 1,000,000 Node Licenses will ever exist. Ault DAO’s assignee will retain 500,000 Nodes that will participate in Daily Node Rewards from inception, diluting individual reward share from the other 500,000.

18.           You shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). You represent and warrant that You and Your financial institutions, or any party that owns or controls You or Your financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.  Further, You represent and warrant that You are currently in compliance with and shall at all times during the term of these T&Cs remain in compliance with the regulations of the United States Office of Foreign Assets Control (“OFAC”), including those named on OFAC’s Specially Designated and Blocked Persons List, and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit or Support Terrorism), or other governmental action relating thereto. Specifically, You shall not engage in business, sell to, or form a business relationship on behalf of others or for itself with any individual or country in contravention or violation of the aforementioned rules, laws, and regulations. You shall indemnify and hold harmless Ault DAO against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.

19.           You Acknowledge that Your activities in the DAO or in purchasing a Node or Nodes may be subject to United States and other anti-bribery and corruption legislation around the world (including without limitations, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). You warrant that You have not and undertake and agree that You shall not, in connection with these T&Cs, make or promise to make any payment or transfer of anything of value, directly, or indirectly, to:

i.          any governmental official or employee (including employees of government-owned or state-controlled corporations and employees of public international organizations); ii.         any political party, official or candidate; iii.        any intermediary for payment to any of the foregoing; iv.        to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States of America; or v.         You acknowledge and agree that no payments or transfers of value shall be made that have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.  You shall indemnify and hold harmless Ault DAO against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.

20.           You represent and warrant that: (1) nothing prevents You from acknowledging these T&Cs or becoming a Node Licensee; (2) You are not (or have not been at any time) the subject or target of a civil or criminal governmental or regulatory investigation in any jurisdiction; or (3) You have not been convicted, found guilty, entered into a plea arrangement (or other settlement agreement), had a judgement entered against You, or the like, in any criminal proceeding in any jurisdiction.  Ault DAO reserves the right to expel You pursuant to the terms of the Constitution for a breach of any term set forth herein.  You shall indemnify and hold harmless Ault DAO against and from any claim, loss, damage or expense (including attorneys’ fees and costs for the underlying investigation) arising from any breach or misrepresentation of this section.

21.           In the event these T&Cs are translated, the English language version shall govern in the event of a conflict or inconsistency.   22.            The Governing Documents set out all the terms agreed between the parties and supersedes all other oral or written agreements between the parties. In connection with becoming a Node Licensee, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set forth herein, the Governing Documents. In the event of conflict, the hierarchy is: (i) the Acknowledgements; (ii) these T&Cs; (iii) the DAO Constitution, and (iv) Privacy Policy and Policies & Procedures.

23.           Node License Assignability.  Node Licenses are non-transferable for at least twenty-four (24) months from the time of purchase, subject to a Seller-initiated and Node owner-approved transfer which may occur on a case-by-case basis.  Secondary market sales will be strictly prohibited for twenty-four (24) months. Thereafter, Node Licenses shall only be transferable pursuant to the terms and conditions published by Ault DAO.

24.           Refunds and Node License Revocation.  Node sales are final.  Node licenses may only be revoked upon (i) a credit card charge-back or (ii) for nodes granted in exchange for non-monetary value (and not purchased for fiat or cryptocurrency), pursuant to a valid DAO vote.

Additional Disclaimers and Risk Allocation

No Maintenance Obligation. Ault DAO LLC delivers functional node software but undertakes no duty to maintain, upgrade, or support the software after delivery. Conditional Rewards. Daily Node Rewards are variable, not guaranteed, and denominated in AULT Coin. Rewards accrue only when the Node is online and correctly configured. Liquidity. AULT Coin may never trade on any exchange.  Purchasers must be prepared to hold indefinitely. Node Supply and Dilution. A maximum of 1,000,000 Nodes will ever exist. 500,000 are retained by Ault DAO LLC and share in daily rewards from inception, diluting individual reward share. Regulatory Risk. Regulators could re‑characterize Node Licenses or AULT Coin as regulated instruments (securities, commodities, or otherwise). Purchasers bear that risk. Incorporation by Reference. The Risk Disclosures, Acknowledgments, and the DAO Constitution are incorporated herein by this reference. Launch Timing. You acknowledge and agree that (a) Your Node software will not validate any transactions, nor accrue Daily Node Rewards, until the Go-Live Date—the first date on which Ault Blockchain produces canonical main-net blocks—and (b) the DAO reserves the unilateral right to extend, shorten, suspend, or reopen the Pre-Sale Period for any reason, including technical, regulatory, or market considerations. Any modification to the Pre-Sale Period will be announced on the Site or by email and does not give rise to any refund, rescission right, or other claim.