Avail Mainnet

Avail Mainnet

TERMS & CONDITIONS

TERMS AND CONDITIONS FOR MAINNET


PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING ANY NODE SOFTWARE OR OTHERWISE PARTICIPATING IN THE MAINNET BY CLICKING TO SIGNIFY ACCEPTANCE OR OTHERWISE DOWNLOADING, INSTALLING, RUNNING, OR USING MAINNET OR NODE SOFTWARE OR OTHERWISE PARTICIPATING IN THE AVAIL TESTNET PROGRAMME, YOU AGREE TO BE BOUND BY THESE TERMS


About this Terms. These Terms and Conditions for Mainnet (“Terms”) constitute a legally binding agreement between you (“you” or derivatives thereof) and Avail Technology Limited, incorporated under the Companies Law, DIFC Law No. 5 of 2018 with registered number 7545, (“us” or derivatives thereof) and all of its Network Companies (as defined below) and governs your participation in Mainnet. These Terms supersede and merge all prior oral and written agreements, discussions, and understandings between you and us 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 Mainnet. The “Mainnet” is designed to enable and offer you access to the Avail Project, designated and operated by us, including and on the basis of an intercompany agreement underlying the use of necessary intellectual property rights owned within the Network Companies, the opportunity to operate a set of light clients or (full) validator nodes in accordance with the Avail Consensus mechanism and/or the Service Terms (if any). The Avail Project constitutes a nominated proof-of-stake blockchain, with the operation of Validator Nodes being compensated with AVAIL for producing blocks and running the protocol.


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 these Terms.

Changes to these Terms. We reserve the right to change these Terms from time to time in our sole discretion. If we make material changes to these Terms, we will provide notice of such changes, such as by posting the revised version of these Terms. By continuing to access or use or otherwise participate in the Mainnet after the posted effective date of modifications to these Terms, you agree to be bound by the revised version of these Terms. If you do not agree to the modified Terms, you must cease any form of participation in the Mainnet and we reserve the right to terminate your participation.


1. Definitions. Capitalised terms not otherwise defined in the body of these Terms have the following meanings:


a. "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.


b. “AVAIL” means AVAIL cryptographic token.


c. “Avail Project” means the collective set of activities, technologies, and operations linked to the Avail chain. Further details of which can be found at https://www.availproject.org/.


d. “Consensus Mechanism” the mechanism comprising the enforcement of and the conditions under which the conduct on the Mainnet is kept in check including the punishment of negative behavioure. f. g. h. i. j. k. and, in connection thereto, potentially applicable resulting penalties.


“Developer Grants” means financial or token-based rewards provided by us to incentivize independent developers to contribute to the development of features or applications.


“DIFC” means Dubai International Financial Center, United Arab Emirates.


“Engage” means downloading, installing, running, or using, and “Engaging” and “Engagement” shall have the appropriate equivalent meanings.


“Mainnet Launch Date” means the public launch of the Mainnet as determined by us.


“Network Companies” means all companies part of the Avail Project from time to time.


“Node” means an active physical electronic device that runs the Node Software on the Mainnet.


“Node Hardware Requirements” means the minimum Node hardware and operating requirements posted at https://docs.availproject.org/operate/system-requirements/, as such requirements may be changed by us from time to time, all of which are incorporated and made a part of these Terms by this reference.


l. “Node Operator Grants” means financial or token-based incentives provided by us to users actively operating Nodes on the Mainnet and is aimed at encouraging continued participation.


m. “Node Rules” means the rules for participation in the Mainnet and use of AVAIL, as such rules are posted by us, from time to time, all of which are incorporated and made a part of these Terms by this reference.


n. “Node Software” means the software provided or otherwise made available by us 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 Avail Project.


o. “Privacy Policy” means our privacy policy accessed at https://www.availproject.org/.


p. “Sanctioning Authority” means:


i. the United States of America;

ii. the Security Council of the United Nations;

iii. the European Union and its member states;

iv. the United Arab Emirates;

v. the United Kingdom; and

vi. the governmental agency of any of paragraphs (a) to (e) above.


q. “Sanctions” means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Sanctioning Authority.


r. “Validator Nodes” are specialised Nodes that participate in block production and network governance. These are staked with AVAIL to ensure network security and integrity.

Term. These Terms commence upon the earlier date of you signifying acceptance or otherwise Engaging with the Mainnet or Node Software or participating in the Avail Testnet Incentive Programme and, unless terminated earlier in accordance with these Terms, continues for three (3) years after the Mainnet Launch Date unless extended by us.


3. Mainnet Requirements.


a. Node Set-up. You will be required to set-up and operate your Node independently in accordance with the respective Mainnet instructions as posted at https://docs.availproject.org/category/operate-a-node/.


b. Node Software and Operating Requirements. Your Node shall download and run the Node Software. You will operate Nodes and use the Node Software and Mainnet in accordance with the Mainnet instructions as indicated in provision 3.a. Your Node must meet the Node Hardware Requirements at all times. You will keep your Node running with any (from time to time) applicable consensus protocols. You must use the provided software and system images as provided by us (e.g., you are prohibited from installing a different version of Rust).


c. Node Accounts. You will own and control your own Node account, including any AVAIL within such Node account.


Restrictions on Use and Rules of Conduct


a. As a condition of Engaging with the Mainnet or Node Software, you must:


i. be at least 18 years old and have the legal capacity to enter into legally binding contracts under applicable laws. By continuing to access or Engage with the Mainnet or Node Software, you confirm that you are 18 years of age or older and have the legal capacity to enter into legally binding contracts under applicable laws;

ii. not be:

  1. a government of any country or other territory subject to any Sanctions (“Sanctioned Country”);

  2. an agency or instrumentality of, or an entity directly or indirectly owned or controlled by, a government of a Sanctioned Country;

  3. listed on, or owned or controlled by a person listed on, a Sanctions list (produced by a Sanctions Authority), or a person acting on behalf of such a person;

  4. located, domiciled or resident in, operating from, or incorporated or organised under the laws of a Sanctioned Country or any country or territory that is the subject of country-wide or territory-wide Sanctions, or a person who is owned or controlled by, or acting on behalf of such a person; or

  5. otherwise a subject of Sanctions (which includes, without limitation, a person with whom a US person or other national of a country which is a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

iii. if an individual, not be a citizen, resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a jurisdiction where Engaging with the Mainnet or Node Software is prohibited, restricted, or unauthorised by applicable law, decree, regulation, treaty, or administrative act;

iv. if a legal entity (including but not limited to any corporation or partnership), not:


  1. be incorporated, established, or registered in or under the laws of a jurisdiction where Engaging with the Mainnet or Node Software is prohibited, restricted, or unauthorised by applicable law, decree, regulation, treaty, or administrative act (each a “Business Restricted Jurisdiction”), nor should you Engage with the Mainnet or Node Software on behalf of any entity from a Business Restricted Jurisdiction; and


  2. have any ultimate beneficial owner that is a resident (tax or otherwise), domiciliary and/or green card holder or other similar certificate of residency of a jurisdiction where Engaging with the Mainnet or Node Software is prohibited, restricted or unauthorized by applicable law, decree, regulation, treaty, or administrative act.


b. You are responsible for ensuring that your Engagement with the Mainnet or Node Software complies with all laws, rules, and regulations applicable to you in your jurisdiction.


c. You are prohibited from Engaging with the Mainnet or Node Software for any illegal or unauthorised purposes.


d. As a condition of operating a Node, you will not operate a Node for any purpose that is prohibited by these Terms, the Node Rules or the Consensus Mechanism. You are responsible for all of your activity with regard to the acts and omissions of your Node or your representatives. You shall not (directly or indirectly):


i. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;

ii. interfere or attempt to interfere with the proper working of the Mainnet or any activities conducted on the Mainnet;

iii. run any software on the Node that is not approved by us; provided, however, that you may modify the Node Software subject to our right to object to any fork or other modification of the Node Software;

iv. use the Mainnet in a manner that is knowingly unlawful or fraudulent;

v. share with any person or entity any non-public information provided by or on behalf of us to you, including but not limited to the Node Software and/or related documentation or instructions or any generated cryptographic private keys;

vi. replace the public keys, Transport Layer Security (TLS) certifications, cyclic groups, or addresses provided by us;

vii. take any actions to create any claim, encumbrance or lien with respect to the Mainnet or the Node Software; or

viii. otherwise take any action in violation of the Node Rules.


Use Rights. Subject to these Terms, you have a limited, non-exclusive, non-sublicensable and non-transferrable license to use the Mainnet for your own personal use in connection with the Mainnet. The Node Software consists of open source code and is made available to you pursuant to the open source license agreements that accompany or are otherwise available with the Node Software. Your use of the Node Software and participation in the Mainnet is subject to your compliance with such open source license agreements. If you modify or create forks for the Node Software, we reserve 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. You 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 you 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.


Bug Bounty and Developer Grants. You may be entitled to rewards for identifying and reporting vulnerabilities or bugs in the Avail Project code. Eligibility for and the amount of rewards is determined at our sole discretion, which may be in the form of AVAIL or other incentives. We may offer Developer Grants to incentivize the development of features or applications on the Mainnet. These Grants aim to encourage you to contribute to the Avail Project.


Node Operator Grants. We offer Node Operator Grants to active Validator Node operators on theMainnet and these 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 our sole discretion. Entitlement to receive Node Operator Grants may be based on meeting certain performance metrics.


8. Avail Ambassadors. The Avail Ambassador Programme rewards you for promoting the Avail Project and expanding its user base. Rewards may be earned through activities such as social media posts, hosting events, or creating support tutorials. Your participation in the Avail Ambassador Programme must adhere to these Terms, ethical market practices, and any other guidelines provided by us at all times. We reserve the right to disqualify you from the Avail Ambassador Programme for any reason.


9. Stake Removal. If you fail to comply with these Terms, whether due to multiple failures of a Node, the severity of any one or multiple failures of such Node, or the duration of any such failure(s) (each, a “Node Failure”) and we believe, in our reasonable sole discretion, that such failure(s) may cause a negative effect on the Mainnet or may subject us or anyone else to any legal, compliance, or business risks, we have the

right to:

a. remove or reduce the stake provided by us, if any; and/or

b. terminate these Terms in full with you.

10. Compensation. The Node Rules describe how you may earn AVAIL through operating Nodes. You are solely responsible for any and all taxes, duties or similar payments that may be due related to AVAIL earned or your participation in the Mainnet. YOU ACKNOWLEDGE AND AGREE THAT:

a. THE VALUE OF AVAIL MAY CHANGE OR HAVE NO VALUE;

b. THERE MAY BE NO MECHANISM OR MARKET FOR THE USE OR EXCHANGE OF AVAIL; AND

c. THE RATE OF NOMINATION ON A NODE FROM OTHER PARTIES MAY TAKE A SIGNIFICANT PORTION OF THE VALUE OF THE NODE’S EARNED AVAIL.


11. Rules About Linking to the Avail Project


a. You may link to the Avail Project, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.


b. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.


c. You must not establish a link to the Avail Project in any website that is not owned by you.


d. Avail Project must not be framed on any other application.


e. We reserve the right to withdraw linking permission without notice.


f. The website in which you are linking must comply in all respects with our Acceptable Use Policy annexed hereto.


g. If you wish to link to or make any use of content on the Avail Project website other than that set out above, please contact us.


12. DISCLAIMER. THE NODE SOFTWARE, THE MAINNET, INCLUDING WITHOUT LIMITATION THIRD-PARTY CODE, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DISCLAIM 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. WE MAKES NOWARRANTY 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. WE DO NOT CONTROL, ENDORSE, SPONSOR, OR ADOPT ANY MATERIALS, CONTENT, MESSAGES OR COMMUNICATIONS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE SAME. WE HAVE NO OBLIGATION TO SCREEN, MONITOR, OR EDIT AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY MATERIALS, CONTENT, MESSAGES OR COMMUNICATIONS. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO INDEMNITY, SUPPORT, SERVICE LEVEL, OR OTHER OBLIGATIONS HEREUNDER.


13. Limitations on Liability. NEITHER WE NOR ANY REPRESENTATIVE OF OURS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST DATA, SOFTWARE, FIRMWARE, LOST PROFITS, BUSINESS, OR REVENUES, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS EXCEED US $25.


14. Indemnity. To the fullest extent permitted by applicable law, you will defend (at our request), indemnify and hold harmless us, our Network Companies and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns from and against all claims, damages, costs, liabilities and expenses (including attorneys’ fees) that arise from or relate to:

a. your use of the Node Software;

b. your participation in the Mainnet;

c. any materials, content, messaging or communications you provide; any Node Failure; or

d. your breach of any of these Terms.


15. Notices. Any notice required or permitted by these Terms will be deemed sufficient when delivered to:

a. you via email to the email address you provided during registration; and

b. us when delivered by overnight courier to Unit GA-00-SZ-G0-RT-147 Level GF, Gate Avenue – South Zone, Dubai International Financial Centre, as such may be subsequently modified by notice.


16. Data Protection. We may collect information to determine the activities undertaken by you on the Mainnet and may display this on a publicly accessible dashboard. We may also collect transaction and identification information on any occasion throughout your operation on the Mainnet. We may also at any time collect information for the purpose of determining your reliability or uptime of activities within the Mainnet, including through the use of telemetry or metrics endpoints to collect and analyse such information and link this to a unique identifier representing your activities within the Mainnet.


We may obtain, use, process, and disclose personal data about you in order to carry out our instructions and for other related purposes including updating and enhancing our client records, analysis for management purposes and statutory returns, crime prevention, and legal and regulatory compliance, and in any case as further set out and explained in our Privacy Policy.


17. Governing Law. these Terms and all rights and obligations hereunder will be governed by the laws of England and Wales (as interpreted in DIFC), without regard to the conflicts of law provisions of such jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.


18. Dispute Resolutions. Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, 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 terms to arbitrate. The parties agree to arbitrate solely on an individual basis, and these terms do 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 these terms to arbitrate, the tribunal has no power to rule on the validity or enforceability of these terms to arbitrate solely on an individual basis. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the entire terms to arbitrate will be null and void.


19. Assignment. These Terms are not transferable or assignable, by operation of law or otherwise, by you. We reserve the right to assign, without your consent, these Terms by operation of law or otherwise to:

a. an affiliate or

b. a third party in connection with the sale, change or control, reorganization, merger or other business combination of the business to which these Terms.


Subject to the foregoing, these Terms shall be binding upon the parties and their respective administrators, successors and assigns.


20. Severability. If any one or more of the provisions of these Terms are for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or if any one or more of the provisions of these Terms operate or would prospectively operate to invalidate these Terms, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of these Terms and the remaining provisions of these Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.


21. No Partnership; Third Party Beneficiaries. These Terms do not create a partnership, agency relationship, or joint venture between the parties. Your relationship with us will be that of an independent contractor and not that of an employee. These Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity other than those persons or entities afforded the protections of provision 14 (Indemnity).


22. Waiver. Any failure by us to enforce a right under these Terms shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.


23. Export Control Laws. You acknowledge that the use of the Mainnet, the Node Software and all related technical information, documents, and materials may be subject to import and export regulations and controls, as well as end user, end use, and destination restrictions issued by governments. You must comply strictly with all export controls and shall not export, re-export, transfer or divert any of the Node Software or any direct product thereof, to any destination, end use, or end user that is prohibited or restricted under any export control laws and regulations.


Annex 1


Acceptable Use Policy

This Acceptable Use Policy forms part of our Terms. Any capitalised terms referred to herein have the meaning of those defined in our Terms.


You agree not to, and not to direct or allow third parties to, Engage with the Mainnet or Node Software:

  • to violate, or encourage the violation of, the legal rights of others;

  • to engage in, promote or encourage illegal activity;

  • for any unlawful, invasive, infringing, defamatory, or fraudulent purpose;

  • to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

  • to interfere with the use of the Mainnet, Node Software, or the Avail Project;

  • to disable, interfere with or circumvent any aspect of the Mainnet, Node Software, or the Avail Project;

  • to use the Mainnet or the Node Software in violation of the Terms; and

  • to build similar or competitive products to or features of the Avail Project.