USER TERMS AND CONDITIONS FOR AVAIL’S MAINNET

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING ANY NODE SOFTWARE OR OTHERWISE PARTICIPATING IN AVAIL’S MAINNET

BY CLICKING TO SIGNIFY ACCEPTANCE OR OTHERWISE DOWNLOADING, INSTALLING, RUNNING OR USING AVAIL’S MAINNET OR NODE SOFTWARE OR OTHERWISE PARTICIPATING IN AVAIL’S TESTNET PROGRAMME, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE THAT YOU TAKE THE EARLIEST OF ONE OF THE FOREGOING ACTIONS (“Effective Date”).

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS CONTRACT, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION. THE TRIBUNAL SHALL HAVE THE POWER TO RULE ON ANY CHALLENGE TO ITS OWN JURISDICTION OR TO THE VALIDITY OR ENFORCEABILITY OF ANY PORTION OF THE AGREEMENT TO ARBITRATE. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. [NOTWITHSTANDING THE TRIBUNAL’S POWER TO RULE ON ITS OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, THE TRIBUNAL HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS.]

[IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE ENTIRE AGREEMENT TO ARBITRATE WILL BE NULL AND VOID.]

About this Agreement. These User Terms and Conditions for Avail’s Mainnet (hereinafter “Agreement” as defined below) constitute a legally binding agreement between you (the “Eligible User”, “User” or “You” or derivatives thereof) and Avail Technologies Limited, incorporated under the Companies Law, DIFC Law No. 5 of 2018 with registered number 7545, and all of its Network Companies (as defined below) and governs your participation in Avail’s Mainnet. This Agreement supersedes and merges all prior oral and written agreements, discussions and understandings between you and the Company with respect to its subject matter, and neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided for herein.

About Avail’s Mainnet. The “Mainnet” is designed to enable and offer Eligible Users access to the Avail Project (as defined below), designated and operated by the Company, including and on the basis of an intercompany agreement underlying the use of necessary IP rights owned within the Network Companies (as defined below), the opportunity to operate a set of light clients or (full) validator nodes in accordance with the Avail Consensus mechanism (as defined below) and/or the Service Terms (if any). The Project constitutes a nominated proof-of-stake blockchain, with such Eligible Users operating Validator Nodes being compensated with Avail Tokens (as defined below) for producing blocks and running the protocol.

About Avail’s Testnet Incentive Programme. The “General Terms and Conditions for Avail’s Testnet Incentive Programme” can be found at https://docs.availproject.org/clash-of-nodes/terms-and-conditions/.

Electronic Signature and Disclosure Consent Notice. You agree to the use of electronic documents and records in connection with participation in the Mainnet—including without limitation this electronic signature and disclosure notice—and that this use satisfies any requirement to provide you these documents and their content in writing. If You do not agree, do not accept this Agreement.

Changes to this Agreement. The Company reserves the right to change this Agreement from time to time in its sole discretion. If the Company makes material changes to this Agreement, it will provide notice of such changes, such as by posting the revised version of this Agreement. By continuing to access or use or otherwise participate in the Mainnet after the posted effective date of modifications to this Agreement, you agree to be bound by the revised version of the Agreement. If you do not agree to the modified Agreement, you must cease any form of your participation in the Mainnet and the Company reserves the right to terminate your participation.

1. Definitions. Capitalized terms not otherwise defined in the body of this Agreement have the following meanings:
   1. "Agreement” means these terms and conditions as amended from time to time as stated above.
   2. "Ambassador Programme” means the programme designed to reward community members for promoting the Avail Project and expanding its user base through various activities such as social media engagement, event hosting, and content creation.
   3. “Avail Token” means the native digital or cryptographic token created and to be issued by the Company, used as a cryptographically secured representation of the right to exchange or use such token as payment for applications or services within the Avail System for various purposes including but not limited to staking, governance and transaction fees.
   4. “Consensus Mechanism” the mechanism comprising the enforcement of and the conditions under which the conduct of Eligible Users on the Mainnet is kept in check including the punishment of negative behaviour and, in connection thereto, potentially applicable resulting penalties.
   5. “Developer grants” means financial or token-based rewards provided by the Company to incentivize independent developers to contribute to the development of features or applications.
   6. “DIFC” means Dubai International Financial Center, United Arab Emirates.
   7. “Eligible User” or “User” means any natural or legal person participating in the Mainnet, subject to this Agreement.
   8. “Mainnet Launch Date” means the public launch of the Mainnet as determined by Company.
   9. “Mainnet User Node” or “Node” means an active physical electronic device that runs the Node Software on the Mainnet.
   10. “Validator Nodes” are specialized Mainnet User Nodes that participate in block production and network governance. These are staked with Avail Tokens to ensure network security and integrity.
   11. “Network Companies” means all companies part of the Avail project from time to time including as at 7th November 2023, Avail Holdings Ltd incorporated in the Cayman Islands with registered number 402490.
   12. “Node Hardware Requirements” means the minimum Mainnet User’s Node hardware and operating requirements posted at https://docs.availproject.org/operate/system-requirements/ as such requirements may be changed by the Company from time to time, all of which are incorporated and made a part of this Agreement by this reference.
   13. “Node Operator Grants” means financial or token-based incentives provided by the Company to Eligible Users actively operating Validator Nodes on the Mainnet and is aimed at encouraging their continued participation.
   14. “Node Rules” means the rules for participation in the Mainnet and use of the Avail Tokens, as such rules are posted by the Company site, from time to time, all of which are incorporated and made a part of this Agreement by this reference.
   15. “Node Software” means the software provided or otherwise made available by Company that creates, sends, receives, or transmits information to the Mainnet, runs the consensus algorithm of the Mainnet, and offers one or more applications or services supported by the Project.
   16. “Project” means the collective set of activities, technologies, and operations managed by the Company, including but not limited to the development of the Avail blockchain protocol, Testnet and Mainnet.
2. Term. The term of this Agreement commences upon the Effective Date and unless terminated earlier in accordance with this Agreement continues for three (3) years after the Mainnet Launch Date unless extended by the Company upon notice to the User.
3. Mainnet User Requirements.
   1. Node Set-up. The Eligible User will be required to set-up and operate its Mainnet User Node independently in accordance with the respective Mainnet instructions as posted at https://docs.availproject.org/category/operate-a-node/.
   2. Node Software and Operating Requirements. Mainnet User Nodes shall download and run the Node Software. The Eligible User will operate its Mainnet User Node and use the Node Software and Mainnet, in accordance with the Mainnet instructions as indicated in Section 3.a. The Eligible User’s Mainnet User Node must meet the Node Hardware Requirements at all times. The User will keep its Mainnet User Node running with any (from time to time) applicable consensus protocols. The User must use the provided software and system images as provided by the Company (e.g., User is prohibited from installing a different version of Rust).
   3. Node Accounts. The Eligible User will own and control its own Mainnet User Node account, including any Avail Token within such Mainnet User Node account.
4. Rules of Conduct and Prohibited Activities. As a condition of operating a Mainnet User Node, the User will not operate a Mainnet User Node for any purpose that is prohibited by this Agreement, the Node Rules or the Consensus Mechanism. The Eligible User is responsible for all of its activity with regard to the acts and omissions of its Mainnet User Node or its representatives. The User shall not (directly or indirectly):
5. take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s (or its third-party providers’) infrastructure;
6. interfere or attempt to interfere with the proper working of the Mainnet or any activities conducted on the Mainnet;
7. run any software on the Mainnet User Node that is not approved by the Company; provided, however, the Eligible User may modify the Node Software subject to the Company’s right to object to any fork or other modification of the Node Software;
8. use the Mainnet in a manner that is knowingly unlawful or fraudulent;
9. share with any person or entity any non-public information provided by or on behalf of the Company to the Eligible User, including but not limited to the Node Software and/or related documentation or instructions or any generated cryptographic private keys;
10. replace the public keys, Transport Layer Security (TLS) certifications, cyclic groups, or addresses provided by the Company;
11. take any actions to create any claim, encumbrance or lien with respect to the Mainnet or the Node Software; or
12. otherwise take any action in violation of the Node Rules.
13. Use Rights. Subject to all of the terms and conditions of this Agreement, the Eligible User has a limited, non- exclusive, non-sublicensable and non-transferrable license to use the Mainnet for the Eligible User’s own personal use in connection with the Mainnet. The Node Software consists of open source code and is made available to the Eligible User pursuant to the open source license agreements that accompany or are otherwise available with the Node Software. The User’s use of the Node Software and participation in the Mainnet is subject to the Eligible User’s compliance with such open source license agreements. If Eligible User modifies or creates forks for the Node Software, the Company reserves the right to object to use of any such modifications or forks in connection with the Mainnet or otherwise. Use of the Mainnet and/or the Node Software and related documentation may be protected by applicable copyright, patent, and trademark Laws, international treaties, and other applicable laws. The Eligible User must not alter or remove any proprietary markings, including copyright, patent, trademark, service mark, trade secret, confidentiality or other proprietary notices. All rights not expressly granted to the Eligible User are reserved, including all worldwide rights in or to all patents, rights associated with works of authorship (including copyrights and similar rights), trade secrets and other proprietary rights arising under statutory or common law.
14. Bug Bounty and Developer Grants. Eligible Users may be entitled to rewards for identifying and reporting vulnerabilities or Bugs in the Project’s code. Eligibility for and the amount of rewards is determined at the sole discretion of the Company, which may be in the form of Avail Tokens or other incentives. The Company may offer Developer Grants to incentivize the development of features or applications on the Mainnet. These Grants aim to encourage Eligible Users to contribute to the Avail Project.
15. Node Operator Grants. The Company offers Node Operator Grants to active Validator Node operators on the Mainnet and are intended to incentivize the operation of Nodes and block production in accordance with the Consensus Mechanism on the Mainnet. The eligibility criteria for Node Operator Grants will be determined by and at the sole discretion of the Company. Eligible Users entitled to receive Node Operator Grants may be required to meet certain performance metrics to qualify for these Grants.
16. Avail Ambassadors. The Avail Ambassador Programme rewards Eligible Users for promoting the Project and expanding its user base. Rewards may be earned through activities such as social media posts, hosting events, or creating support tutorials. Eligible Users participating in the Avail Ambassador Programme must adhere to this Agreement, ethical market practices and any other guidelines provided by the Company at all times. The Company reserves the right to disqualify from the Avail Ambassador Programme any such Eligible User found to be in violation of this Agreement.
17. Stake Removal. If the Eligible User operating Validator Nodes (or its Mainnet User Node) fails to comply with this Agreement, whether due to multiple failures of such Mainnet User Node, the severity of any one or multiple failures of such Mainnet Node, or the duration of any such failure(s) (each, a “Node Failure”) and the Company believes in its reasonable sole discretion, that such failure(s) may cause a negative effect on the Mainnet or may subject the Company or any Eligible Users, application developers or end users to any legal, compliance or business risks, the Company has the right to (i) remove or reduce the stake provided by the Company, if any, and/or (ii) terminate this Agreement in full upon written notice to such Eligible User.
18. Compensation. The Node Rules describe how the Eligible User operating Validator Nodes may earn Avail Tokens. Such User is solely responsible for any and all taxes, duties or similar payments that may be due related to the Avail Tokens earned or its participation in the Mainnet. YOU ACKNOWLEDGE AND AGREE THAT (i) THE VALUE OF AVAIL TOKENS MAY CHANGE OR HAVE NO VALUE, (ii) THERE MAY BE NO MECHANISM OR MARKET FOR THE USE OR EXCHANGE OF THE AVAIL TOKENS, and (iii) THE RATE OF NOMINATION ON A NODE FROM OTHER PARTIES MAY TAKE A SIGNIFICANT PORTION OF THE VALUE OF THE NODE’S EARNED AVAIL TOKENS.
19. DISCLAIMER. THE NODE SOFTWARE, THE MAINNET, INCLUDING WITHOUT LIMITATION THIRD-PARTY CODE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SATISFACTORY QUALITY, AND QUIET ENJOYMENT. COMPANY MAKES NO WARRANTY THAT THE NODE SOFTWARE, THE MAINNET WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, VIRUS FREE, OR FREE OF MALICIOUS CODE OR HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. COMPANY DOES NOT CONTROL, ENDORSE, SPONSOR, OR ADOPT ANY MATERIALS, CONTENT, MESSAGES OR COMMUNICATIONS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SAME. COMPANY HAS NO OBLIGATION TO SCREEN, MONITOR, OR EDIT AND IS NOT RESPONSIBLE OR LIABLE FOR ANY MATERIALS, CONTENT, MESSAGES OR COMMUNICATIONS. YOU ACKNOWLEDGE AND AGREE THAT COMPANY HAS NO INDEMNITY, SUPPORT, SERVICE LEVEL, OR OTHER OBLIGATIONS HEREUNDER.