Emerald Nodes LLC, a Colorado limited liability company (the “Company”), is committed to maintaining the privacy of the visitors, subscribers and users of the Website (as defined below) and the Emerald Nodes development application (the “Application”) developed, owned, hosted and operated by the Company. These Terms and Conditions of Use (the “Terms”) describe the terms and conditions for access to the Company’s websites, including without limitation, <<https://app.emeraldnodes.finance>> (the “Website”). By visiting and/or using the Website, you agree to comply with the Company’s Privacy Policy <<https://app.emeraldnodes.finance>> (the “Privacy Policy”).

Through the Website, you have access to a variety of resources and content, including without limitation: (a) the Application; and (b) webpages, data, messages, text, images, white papers, publications, research, articles, photographs, graphics, downloads, audio and video clips and other descriptions of the Application (collectively, the “Content”). In addition, these Terms describe the terms and conditions for use applicable to the Application and the Content. The Application facilitates the development of Nodes as a Service (“NaaS”) to be incorporated into the Avalanche Network (“AVAX”).

By accessing this Website, You affirm that you are over 18 years of age and are able to understand and comply with these Terms and the Privacy Policy. If you are under the age of 18, you affirm that you have the consent of a parent or guardian who understands these Terms and the Privacy Policy and will ensure that you abide by the same. Children under the age of 13 are expressly prohibited from accessing or using the Website.

By clicking to accept these Terms, you agree to comply with these Terms. These Terms may be amended from time to time without prior notice. It is your responsibility to review these Terms periodically.

The Application; Non-Exclusive License

The Application is an internet-based hosted platform provided by the Company via this Website. The Company shall use commercially reasonable efforts to provide continuous 24 hours a day, 7 days a week access to the Application and the Content on an “as is” basis. Notwithstanding the foregoing, access to the Application may be unavailable due to: (i) maintenance and downtime in accordance with the Company’s then-current policies and procedures; (ii) the occurrence of Force Majeure Events (as defined below); (iii) interruptions and delays in internet service that are beyond the reasonable control of the Company, including without limitation, the malicious, grossly negligent and/or other actions or failures to act on the part of any third party; and/or (iv) any changes in applicable law or other government regulations.

Subject to these Terms, the Company grants to you a limited, non-exclusive, non-transferable and revocable right to access and use the Application solely and exclusively in connection with the development of NaaS for AVAX. You acknowledge and agree that you have no ownership rights of any kind related to the Application. The Company may terminate such license and revoke your use of the Application and any NaaS you developed with the Application with or without prior notice of any kind if you violate any of these Terms.

To access and use the Application, you are required to subscribe for an account by clicking this link <<https://app.emeraldnodes.finance>>. You acknowledge that the Company’s “Emerald Token” (the “Token”) is the only form of consideration that is acceptable for payment for the license granted herein. The Token is strictly a utility token in every jurisdiction and is not and shall not be considered as: (a) a security or a regulated token or currency of any kind; or (b) e-money and/or fiat or asset-backed “stablecoin”, whether global or limited in scope. The Tokens are not being structured or sold as securities issued by the Company. Owners of the Tokens are not entitled to any rights in the Company, including any equity, shares, units, royalties to capital, profit, returns or income in the Company or intellectual property owned or licensed by the Company. The Tokens and Application are not a licensed, unlicensed or exempted financial or payment service of any kind and in any jurisdiction.

You acknowledge and agree that all information you provide for your subscription for an account shall be accurate and complete. The Company shall activate login credentials for you upon the completion of your subscription. You will be required to create a secure password associated with your assigned login credentials. You shall not share your login credentials with any third parties, regardless of whether such third parties your employees or independent contractors or otherwise affiliated with you or your organization. You shall maintain the confidentiality of your login credentials and update and change your login credentials in accordance with your organization’s then-current security policies and procedures.

The Company shall have the right, exercised at any time in its sole discretion, to audit your access and use of the Application in order to verify the authenticity of your subscription and to otherwise ensure your compliance with these Terms. In the event the Company determines that you have disclosed your login credentials to a third party or that a third party has accessed and used the Application via your subscription, the Company in its sole discretion shall have the right to immediately disable and temporarily or indefinitely suspend your subscription and login credentials and/or forever terminate your rights of access and use of the Application. You are responsible for any activity related to the Application that occurs via your subscription and/or login credentials, including any violation of these Terms. 

Your use of the Tokens and/or Application shall not be unlawful or otherwise in violation of the Privacy Policy or any applicable law, regulation, rule or other legal requirements, including without limitation, to store, transmit or otherwise facilitate the delivery of infringing, defamatory, disparaging or otherwise unlawful or tortious content.

You shall not copy, modify, duplicate, creative derivative works from, reverse engineer, compile, disassemble, reduce to human perceivable form, frame, mirror, republish, download, display, transmit or otherwise distribute the Tokens and/or Application or any portion thereof in any form or media or by any methods or means. You shall not access, store, distribute or transmit any item, device or other thing, including without limitation, any software, code, file or program, that may prevent, impair or otherwise adversely affect: (a) the Tokens and/or the Application or the AVAX; (b) any computer hardware, network or software; and (c) any telecommunications services or hardware. You shall not access or use or make available the Tokens and/or Application for the purpose of attempting to develop competing products or services. You shall promptly deliver to the Company written notice upon your discovery of any suspected instances of unauthorized access or misuse of the Tokens and/or Application. You shall not use the Tokens and/or the Application to store, transmit or otherwise facilitate the delivery of viruses or other malicious code or content.

The Application is hosted and operated from the Company’s office in the United States and is intended solely for use by persons residing in the United States. The Company makes no representations that the Application is appropriate or available for use in other locations. Those who access or use the Application from other jurisdictions do so at their own volition and risk and are entirely responsible for compliance with all applicable United States and local laws and regulations, including without limitation, to export and import regulations. You may not use the Application if you are a resident of a country sanctioned or embargoed by the United States, or are a foreign person or entity sanctioned, embargoed, blocked or denied by the United States federal government. Unless otherwise explicitly stated, the Tokens, Application and Content are solely directed to individuals, companies, or other entities located in the United States.

Content Ownership

Except for any Content or other materials licensed from third parties and used with their permission, the Company owns the copyright, trademark and other rights to the Website, Application and all Content. Any use of the Application and/or Content separate from the Website without the express prior written consent of the Company is forbidden. Comments provided by users or third parties on the Website are not the responsibility of the Company. All rights, title and interest not expressly granted with respect to the Website, the Application and Content provided on or through the Website are reserved. You are required to comply with all additional copyright notices and/or restrictions contained in the print versions of the Content. The Company reserves the right to terminate your permission to use the Application and Content at any time.

The Company is not responsible for the terms or policies of other websites or companies that may be linked to or otherwise accessed through the Website or for third-party content provided on or through the Website. You bear all risk associated with the access and use of such websites and third-party content, products and services.

You may only copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works, download, store, display on your computer, view, play, print, transmit, or otherwise use any Content subject to the following: (a) the Content may be used solely for your personal, informational, internal purposes; (b) the Content may not be modified or altered in any way, and (c) the Content may not be redistributed for any reason without the prior written consent of the Company.

Some Content that is licensed by the Company from third parties may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access and use of such Content. If there is a conflict or inconsistency between these Terms and the rules, guidelines, license agreement, user agreement or other terms and conditions for specific Content, the latter shall have precedence, but shall in no way affect your use or access to any other Content.

Disclaimers

CERTAIN INFORMATION SET FORTH ON THE WEBSITE AND IN THE CONTENT (INCLUDING THE COMPANY’S WHITE PAPER) REGARDING THE TOKENS, THE APPLICATION AND ALL OTHER MATTERS ARE FORWARD-LOOKING AND RELATE TO THE COMPANY’S DEVELOPMENT OF THE APPLICATION, THE TIMING OF SUCH DEVELOPMENT, EVENTS AND COURSES OF ACTION. STATEMENTS WHICH ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS MAY INCLUDE, AMONG OTHER THINGS, STATEMENTS ABOUT OUR EXPECTATIONS REGARDING THE TOKEN AND ITS VALUE AND UTILITY AND THE APPLICATION AND ITS FUNCTIONALITY AND OPERATION ON AVAX AND ANTICIPATED TRENDS AND CHALLENGES RELATED TO THE SAME. SUCH STATEMENTS AND INFORMATION ARE BASED ON NUMEROUS ASSUMPTIONS REGARDING VARIOUS CRYPTOCURRENCY AND “DEFI” MARKETS. ALTHOUGH THE COMPANY BELIEVES THAT SUCH ASSUMPTIONS UNDERLYING THESE STATEMENTS ARE REASONABLE, THEY MAY PROVE TO BE INCORRECT. GIVEN THESE RISKS, UNCERTAINTIES AND ASSUMPTIONS, YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT MAY CAUSE THE ACTUAL RESULTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS, INCLUDING WITHOUT LIMITATION, THE COMPANY’S ABILITY TO MAINTAIN THE TOKENS AND APPLICATION AND ENHANCE ITS FUNCTIONALITY AND UTILITY AS OTHER THIRD PARTIES DEVELOP AND RELEASE COMPETITIVE PRODUCTS; REGULATORY UNCERTAINTIES; MARKET CONDITIONS AND THE DEMAND FOR THE TOKENS AND APPLICATION; THE IMPACT OF TECHNOLOGY CHANGES ON AVAX, THE TOKENS AND/OR THE APPLICATION; THE COMPANY’S ABILITY TO SUCCESSFULLY MAINTAIN AND ENFORCE ITS INTELLECTUAL PROPERTY RIGHTS AND DEFEND THIRD-PARTY CLAIMS OF INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS; AND THE IMPACT OF INTELLECTUAL PROPERTY LITIGATION THAT COULD MATERIALLY AND ADVERSELY AFFECT THE COMPANY’S FINANCIAL CONDITION. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY’S EXPECTATIONS INCLUDE, CONSUMER SENTIMENT TOWARDS THE TOKENS AND APPLICATION AND BLOCKCHAIN TECHNOLOGY GENERALLY, LITIGATION, GLOBAL ECONOMIC CLIMATE, LOSS OF KEY EMPLOYEES AND CONSULTANTS, ADDITIONAL FUNDING REQUIREMENTS, CHANGES IN LAWS, TECHNOLOGY FAILURES, COMPETITION AND FAILURE OF COUNTERPARTIES TO PERFORM THEIR CONTRACTUAL OBLIGATIONS. EXCEPT AS REQUIRED BY LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENT OR OTHERWISE, AFTER THE DATE ON WHICH THE STATEMENTS ARE MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, SUFFICIENCY OR COMPLETENESS OF THE CONTENT OR ANY INFORMATION DISCLOSED IN THE APPLICATION. NEITHER THE COMPANY NOR ANY OF ITS REPRESENTATIVES SHALL HAVE ANY LIABILITY WHATSOEVER, UNDER CONTRACT, TORT, TRUST OR OTHERWISE, TO YOU OR ANY PERSON RESULTING FROM THE USE OF THIS WEBSITE OR THE CONTENT OR FOR OMISSIONS THEREFROM.

THE CONTENT DOES NOT CONSTITUTE ANY INVESTMENT ADVICE, FINANCIAL ADVICE, TRADING ADVICE OR ANY OTHER RECOMMENDATION BY THE COMPANY REGARDING THE MERITS OF ACQUIRING TOKENS OR SUBSCRIBING TO LICENSE THE APPLICATION NOR SHOULD IT BE RELIED UPON IN ANY MANNER WHATSOEVER. THE TOKENS ARE NOT A SECURITY AND THE PURCHASE, SALE OR OTHER TRADE OR EXCHANGE OF THE SAME IS NOT AN INVESTMENT TRANSACTION. THE CONTENT DOES NOT CONSTITUTE A PROSPECTUS OR FINANCIAL SERVICE OFFERING DOCUMENT AND IS NOT AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITY, INVESTMENT PRODUCTS, REGULATED PRODUCTS OR FINANCIAL INSTRUMENTS IN ANY JURISDICTION.

YOU ACCEPT THAT THERE IS AN INHERENTLY HIGH RISK IN ACCESSING, ACQUIRING OR USING ANY KIND OF BLOCKCHAIN AND/OR CRYPTO SYSTEM, TOKEN, PLATFORM, SOFTWARE, INTERFACE INCLUDING THE TOKENS AND APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE ACQUISITION OF THE TOKENS, SUBSCRIPTION FOR THE APPLICATION, AND/OR THE DEVELOPMENT OF NAAS ON THE AVAX DOES NOT GUARANTEE ANY PAYOUT OR RETURN ON INVESTMENT OR ANY FUTURE VALUE OR BENEFIT.

THE WEBSITE, CONTENT AND ALL OTHER INFORMATION SET FORTH THEREIN ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SAME OR ANY OTHER MATTER, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY CANNOT AND DOES NOT GUARANTEE THAT THE WEBSITE OR THE TOKENS, APPLICATION AND/OR CONTENT AVAILABLE THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR BE FREE FROM ERRORS AND VIRUSES, OR THAT THE OPERATION OF THE TOKENS, APPLICATION AND/OR CONTENT WILL BE UNINTERRUPTED.  USE OF THE WEBSITE IS COMPLETELY VOLUNTARY. WHILE THE COMPANY STRIVES TO PROTECT THE INFORMATION PROVIDED, DUE TO THE NATURE OF THE INTERNET, IT CANNOT AND DOES NOT GUARANTEE THAT ANY INFORMATION YOU TRANSMIT TO US WILL BE SECURE, AND ENCOURAGES YOU TO REVIEW THE PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE TOKENS, THE APPLICATION OR ANY OTHER MATTER, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE SAME, AND THE COMPANY SPECIFICALLY DISCLAIMS THE SAME.

IN NO EVENT SHALL THE COMPANY SHALL BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE: (A) USE OR INABILITY TO USE THE WEBSITE, TOKENS, APPLICATION AND/OR CONTENT; OR (B) THE FAILURE OF ANY NAAS ON THE AVAX TO OPERATE AS INTENDED, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Your Indemnity

You shall defend, protect, indemnify and hold harmless the Company, each affiliate or subsidiary of the Company, and each of their respective members, officers, managers, employees, attorneys and agents (each an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature (including without limitation, the expenses of each Indemnified Party in connection with any investigative, administrative or judicial proceeding, whether or not the Indemnified Party shall be designated a party thereto), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations including, without limitation, securities, financial, intellectual property and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of your use of the Application; provided, however, that you shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify set forth in this Section 9 may be unenforceable because it violates any applicable law or public policy, you shall satisfy such undertaking to the maximum extent permitted by applicable law. You shall pay any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity on demand, and, failing prompt payment, shall, together with interest thereon from the date incurred by each Indemnified Party until paid in full. You shall have the right to assume the good faith defense, compromise or settlement of any third party indemnifiable (without prejudice to the right of the Indemnified Party to participate in such defense) at your own expense through attorneys reasonably acceptable to the Indemnified Party, but you may not, without the prior written consent of the Indemnified Party, agree or consent to: (i) any injunctive relief or restrictions that would affect the Indemnified Party; or (ii) any settlement of such third party claim that would have a material adverse effect on the Indemnified Party. If you do not elect to defend such third party claim within 10 days after receiving written notice of the same, the Indemnified Party may in its sole discretion defend against such third party claim at your expense. The Indemnified Party may thereafter elect to settle such third party claim or otherwise enter into a settlement or compromise of the same without your consent and you shall have no right to contest or otherwise object to the same.

Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and the Company concerning the matters covered herein and supersedes all prior agreements and/or understandings, whether written or oral, concerning your use of the Website, Tokens, Application and/or Content, and there are no understandings, agreements, representations or warranties, express or implied, which are not specified in writing within these Terms and the Privacy Policy. In the event that any of the provisions of these Terms are or become illegal or unenforceable, such provision shall be null and void and shall be deemed deleted from these Terms, and all the remaining provisions of these Terms shall remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision. Except as otherwise expressly provided herein, the Company hereto may amend these Terms, from time to time, in its sole discretion. You are responsible for checking the Website for any amendments, modifications or other changes to these Terms and the Privacy Policy. No waiver by the Company of any provision of these Terms, nor consent to any departure by you from these Terms, shall in any event be effective unless such waiver is in writing and signed by the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Dispute Resolution

Any dispute between you and the Company (whether or not such dispute involves a third party) shall be resolved by binding, confidential, individual arbitration, rather than in court; except that you or the Company may assert claims in small claims court if such claims qualify. 

You acknowledge that there is no judge or jury in arbitration, and your right to appeal the outcome of arbitration is limited. An arbitrator can award, on an individual basis, the same damages or relief as a court, and shall be required to follow these Terms.

This dispute resolution provision shall be governed by the Federal Arbitration Act and shall be conducted under the American Arbitration Association (AAA) rules for arbitration of commercial disputes. The AAA’s rules are available at www.adr.org. The award entered by the arbitrator shall include the expenses of arbitration, reasonable legal fees and reasonable expenses for expert and other witnesses and any judgment on the award entered by the arbitrator may be entered in a court of competent jurisdiction. The arbitrator shall not have authority to award damages, remedies or awards that conflict with these Terms. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules.

All claims must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding, and, unless the Company agrees otherwise, the arbitrator may not consolidate more than one person’s claims.

Notwithstanding the foregoing, the Company may bring suit in court against you to enjoin infringement or misuse of any intellectual property rights.

You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, shall govern these Terms and any dispute arising from these Terms. The application of the United Nations Conventions on Contracts for the International Sale of Goods is expressly excluded. For any action at law or in equity relating to the arbitration provision in these Terms, for matters not requiring arbitration under these Terms, or in the event this arbitration provision is deemed unenforceable, you agree to resolve any dispute arising from these Terms and/or the Website, Tokens, Application and/or Content exclusively in the district courts located in Boulder County, Colorado, and to submit to the exclusive personal jurisdiction of such courts for the purpose of litigating all such disputes.You and the Company hereby expressly waive your right to a trial by jury and agree that the prevailing party in any such action shall be entitled to collect its costs and expenses of such action (including reasonable legal fees) from the non-prevailing party.