Ault Nodes - Affiliate Program

Join the Ault Nodes Affiliate Program

Welcome! As an AultNodes affiliate, you’ll help grow the Ault Blockchain community by sharing a purpose-built financial infrastructure with the world. Please fill out the form to register your account and start spreading the word.

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Terms and Conditions

AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (the "Agreement") is entered into as of the date last signed
below (the "Effective Date") by and between Ault Capital Group, Inc., a [Delaware
corporation] ("Company" or "Selling Agent"), and the individual or entity identified on the
signature page hereto ("Affiliate"). This Agreement sets forth the terms and conditions
under which Affiliate may market and facilitate sales of blockchain node software licenses
on behalf of Company. WHEREAS, Company is authorized to distribute certain blockchain
node software designed to operate a new layer one blockchain called Ault Blockchain
through a decentralized autonomous organization called Ault DAO;
WHEREAS, Affiliate desires to act as an independent sales representative to market and
facilitate sales of such node licenses in accordance with the terms and conditions set forth
herein; and
WHEREAS, Company desires to engage Affiliate as an independent contractor to perform
such services subject to the terms, conditions, and restrictions contained in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. AULT NODE LICENSES
. Selling Agent is authorized to sell certain blockchain node software that is designed to
operate a new layer one blockchain called Ault Blockchain through a decentralized
autonomous organization called Ault DAO LLC (the “Nodes”).
2. CONSIDERATION
. In consideration for the Affiliate’s services set forth in Section 3, Affiliate shall earn the
following consideration.
2.1 COMMISSION. AFFILIATE SHALL EARN A FLAT 20% COMMISSION ON GROSS
REVENUES FROM ANY NODE SALES CLOSED BY AFFILIATE. “CLOSED” SHALL MEAN: (I)
FOR SALES DURING THE PRE-SALE WINDOW, THE FULL PAYMENT AND SIGNED
PURCHASER ACKNOWLEDGMENT IS RECEIVED FROM THE PURCHASER; AND (II) FOR
SALES AFTER THE PRE-SALE WINDOW, THE FULL PAYMENT AND SIGNED PURCHASER
ACKNOWLEDGMENT IS RECEIVED FROM THE PURCHASER, AND THE NODE LICENSE IS
DELIVERED TO THE PURCHASER.
COMMISSIONS SHALL BE PAID ON THE FIRST FRIDAY FOLLOWING THE 15TH DAY OF
EACH CALENDAR MONTH FOR ALL NODE SALES CLOSED DURING THE PREVIOUS
CALENDAR MONTH. FOR EXAMPLE, COMMISSIONS FOR SALES CLOSED IN JANUARY
SHALL BE PAID ON THE FIRST FRIDAY AFTER FEBRUARY 15TH. ALL COMMISSIONS ARE
SUBJECT TO A SIX-MONTH CLAWBACK IN WHICH AFFILIATE SHALL IMMEDIATELY REFUND
COMMISSIONS TO SELLING AGENT FOR ANY CLOSED NODE TRANSACTION THAT IS
CANCELLED, UNWOUND, REFUNDED, CHARGED BACK, OR ANY OTHER SITUATION IN
WHICH SELLING AGENT DOES NOT KEEP ITS SHARE OF THE FULL PURCHASE AMOUNT.
The clawback shall apply to all Closed sales, including sales during the pre-sale window,
with only one exception. The clawback shall not apply to Closed sales during the pre-sale
window if Selling Agent becomes contractually required to provide a refund to the
purchaser because Selling Agent fails to deliver the pre-purchased Node within six months
as required by the Terms and Conditions.
Commissions shall not be earned for sales that are not bona fide. “Bona fide” means sales
in which the purchaser is motivated solely by a desire to own the node(s). Sales in which
the purchaser has an interest in the Affiliate earning a Commission are not bona fide: for
example, where the Affiliate agrees to share the Commission with the purchaser. Sales to
immediate family members are presumed to be non-bona fide.
3. INDEPENDENT CONTRACTOR STATUS
3.1 RELATIONSHIP. THE RELATIONSHIP BETWEEN AFFILIATE AND SELLING AGENT IS THAT
OF INDEPENDENT CONTRACTORS. NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE, AGENCY, OR EMPLOYMENT
RELATIONSHIP BETWEEN THE PARTIES. AFFILIATE SHALL NOT BE ENTITLED TO ANY
EMPLOYEE BENEFITS FROM SELLING AGENT.
3.2 TAX OBLIGATIONS. AFFILIATE ACKNOWLEDGES SOLE RESPONSIBILITY FOR PAYMENT
OF ALL FEDERAL, STATE, AND LOCAL TAXES ARISING FROM COMPENSATION RECEIVED
UNDER THIS AGREEMENT, INCLUDING SELF-EMPLOYMENT TAXES. SELLING AGENT WILL
ISSUE FORM 1099 AS REQUIRED BY LAW.
3.3 NO AUTHORITY TO BIND. AFFILIATE HAS NO AUTHORITY TO ENTER INTO CONTRACTS
OR COMMITMENTS ON BEHALF OF SELLING AGENT OR TO BIND SELLING AGENT IN ANY
MANNER WHATSOEVER.
4. AFFILIATE
PROGRAM
4.1 TERM. THE AUTHORIZATION TO ACT AS AFFILIATE SHALL EXTINGUISH
AUTOMATICALLY UPON THE SALE OF ALL 500,000 NODES AS SET FORTH HEREIN OR
UPON SELLING AGENT’S WRITTEN NOTICE TO AFFILIATE WITHDRAWING SUCH
AUTHORIZATION.
4.2 SALES AND MARKETING COMPLIANCE. AFFILIATE SHALL OBSERVE ALL APPLICABLE
LAWS AND REGULATORY REQUIREMENTS APPLICABLE TO THE SALE OF THE NODES.
PRIOR TO EARNING ANY COMMISSIONS OR ENGAGING IN ANY SALES ACTIVITIES,
AFFILIATE MUST COMPLETE ALL INITIAL TRAINING MODULES DESIGNATED BY SELLING
AGENT AND ACHIEVE A PASSING SCORE OF AT LEAST EIGHTY PERCENT (80%) ON ALL
ASSOCIATED ASSESSMENTS. THIS MANDATORY TRAINING COVERS REGULATORY
COMPLIANCE, SALES PROTOCOLS, AND COMPANY POLICIES ESSENTIAL FOR PROPER
NODE DISTRIBUTION. FOLLOWING INITIAL CERTIFICATION, AFFILIATE MUST MAINTAIN
ONGOING COMPLIANCE THROUGH ANNUAL TRAINING REQUIREMENTS. AFFILIATE
SHALL COMPLETE ALL ANNUAL COMPLIANCE TRAINING MODULES WITHIN THIRTY (30)
DAYS OF NOTIFICATION FROM SELLING AGENT. ADDITIONALLY, SELLING AGENT MAY
REQUIRE SUPPLEMENTAL TRAINING MODULES BASED ON REGULATORY CHANGES,
COMPLIANCE UPDATES, OR PERFORMANCE CONSIDERATIONS, WHICH AFFILIATE MUST
COMPLETE WITHIN THE TIMEFRAME SPECIFIED IN SUCH NOTICE. FAILURE TO COMPLETE
ANY REQUIRED TRAINING WITHIN THE DESIGNATED TIMEFRAME SHALL RESULT IN
IMMEDIATE SUSPENSION OF ALL SELLING PRIVILEGES AND COMMISSION PAYMENTS.
SUCH SUSPENSION SHALL REMAIN IN EFFECT UNTIL AFFILIATE ACHIEVES FULL
COMPLIANCE WITH ALL TRAINING REQUIREMENTS.
4.2.1 AFFILIATE AGREES TO ABIDE BY THE NODE SALE COMPLIANCE PROTOCOL, WHICH
HAS BEEN PROVIDED TO AFFILIATE AND IS INCORPORATED BY REFERENCE HEREIN. THE
NODE SALE COMPLIANCE PROTOCOL MAY BE AMENDED FROM TIME TO TIME UPON
WRITTEN NOTICE TO THE AFFILIATE. ANY VIOLATION OF THE TRAINING REQUIREMENTS
OR FAILURE TO MAINTAIN CURRENT CERTIFICATIONS SHALL CONSTITUTE A MATERIAL
BREACH OF THIS AGREEMENT.
4.3 PRE-SALE WINDOW. THE AFFILIATE IS AUTHORIZED TO SELL PUBLIC NODES BEFORE
THE AULT BLOCKCHAIN GOES LIVE DURING A PRE-SALE WINDOW, AND AFTER THE PRESALE
WINDOW WHEN THE PUBLIC NODES AND AULT BLOCKCHAIN ARE OPERATIONAL.
THE PRE-SALE WINDOW MAY BE EXTENDED AND THE LAUNCH DATE FOR THE AULT
BLOCKCHAIN IS NOT YET KNOWN.
4.4 SALES PROCESS. SELLING AGENT AGREES TO THE FOLLOWING PROCESS:
a) Affiliate will market the Public Nodes at all times in compliance with the Node Sale
Compliance Protocol.
b) Affiliate will process every sale through shop.aultnodes.com.
c) The terms of sale for Nodes are set forth on Exhibit A. Affiliate may not discount or
otherwise change the terms without approval from Selling Agent.
d) Affiliate will notify Selling Agent before selling more than 25,000 Nodes to a single
purchaser. Selling Agent may impose additional terms or restrictions on the sale or on the
purchaser as part of the DAO’s anti-whale provisions.
e) Selling Agent shall have the right to reject any purchaser before or after a purchase. For
example, an individual who has purchased too many Nodes may be turned down for
centralization concerns; and an individual with a criminal record may be turned down for
safety reasons. Affiliate will use commercially reasonable efforts to alert Selling Agent to
purchasers with potential issues. If Selling Agent rejects a purchaser after a purchase has
been consummated, the Parties shall work cooperatively to unwind the transaction within
ten (10) business days by (i) refunding the purchaser the full purchase price in the same
currency or cryptocurrency originally received (net only of non-recoverable network or
processing fees), (ii) cancelling, burning or otherwise disabling the affected Node(s) so the
purchaser retains no rights or access, and (iii) updating all sales records and the
blockchain ledger to reflect the cancellation, in each case in accordance with the Node
Sale Compliance Protocol and applicable law.
f) Selling Agent will ensure payments are securely handled. Payment may be made in
dollars or cryptocurrencies.
g) Selling Agent will ensure that every purchaser receives access to his or her Node(s) as
follows: (i) for sales during the Pre-Sale Window, promptly after the Nodes become
available; and (ii) after the Pre-Sale Window, promptly after payment.
h) Selling Agent will manage customer service requests from customers post-transaction.
However, Affiliate will provide any information requested by Selling Agent to assist in
servicing customer complaints or requests.
4.5 DAO CONSTITUTION. THE PURCHASE OF A PUBLIC NODE IS INSUFFICIENT TO MAKE
THE PURCHASER A MEMBER OF THE DAO. PURCHASERS WHO WISH TO JOIN THE DAO
SHALL FOLLOW THE REQUIREMENTS SET FORTH IN THE CONSTITUTION TO JOIN THE
DAO.
4.6 REGULATORY COMPLIANCE. AFFILIATE SHALL (I) COMPLY WITH APPLICABLE FTC,
MLM, SANCTIONS, AND EXPORT CONTROL LAWS; (II) MAINTAIN ACCURATE SALES
RECORDS; AND (III) PERMIT SELLING AGENT TO AUDIT SUCH RECORDS ON FIVE (5)
BUSINESS DAYS’ NOTICE.
4.8 Misconduct Reporting Obligation.
(a) Affiliate must promptly report to Selling Agent any known or suspected violations of this
Agreement, the Node Sale Compliance Protocol, or applicable law by any Affiliate or Sub-
Affiliate.
(b) Failure to report known violations shall constitute a material breach of this Agreement.
(c) Selling Agent shall maintain a confidential reporting mechanism and prohibits
retaliation against good-faith reporters.
5. AFFILIATE QUALIFICATION AND DILIGENCE
5.1 BASIC KYC REQUIREMENTS. BEFORE AUTHORIZATION TO SELL, AFFILIATE MUST
PROVIDE:
(a) Government-issued photo identification;
(b) Proof of address dated within 90 days;
(c) Completed IRS Form W-9 or W-8BEN;
(d) Such other documentation as Selling Agent may reasonably require.
5.2 BAD ACTOR CERTIFICATION. AFFILIATE REPRESENTS AND WARRANTS THAT IT DOES
NOT MEET ANY OF THE FOLLOWING BAD ACTOR CRITERIA:
(a) Has been convicted of any felony or misdemeanor involving fraud, deceit, or financial
misconduct;
(b) Is subject to any SEC, CFTC, FINRA, or other regulatory sanctions;
(c) Has filed for bankruptcy in the past seven years;
(d) Has been found liable in civil proceedings involving fraud or breach of fiduciary duty;
(e) Is subject to any court order or judgment restricting business activities;
(f) Has been associated with any entity subject to regulatory sanctions.
5.3 Enhanced Diligence. If Affiliate meets any Bad Actor criteria in Section 5.2, Affiliate
shall notify Selling Agent before signing this Agreement. Selling Agent may either (i)
withdraw its consent for Affiliate to sign this Agreement or (ii) may impose enhanced due
diligence before deciding whether to approve Affiliate and permit the Agreement to be
signed.
6.
7. DEFINITIONS
7.1 “BUSINESS AFFILIATES” MEANS, WITH RESPECT TO ANY SPECIFIED PERSON, ANY
OTHER PERSON WHO, DIRECTLY OR INDIRECTLY, CONTROLS, IS CONTROLLED BY, OR IS
UNDER COMMON CONTROL WITH SUCH PERSON, INCLUDING WITHOUT LIMITATION
ANY GENERAL PARTNER, MANAGING MEMBER, OFFICER, DIRECTOR OR TRUSTEE OF
SUCH PERSON, OR ANY VENTURE CAPITAL FUND OR REGISTERED INVESTMENT
COMPANY NOW OR HEREAFTER EXISTING THAT IS CONTROLLED BY ONE OR MORE
GENERAL PARTNERS, MANAGING MEMBERS OR INVESTMENT ADVISERS OF, OR SHARES
THE SAME MANAGEMENT COMPANY OR INVESTMENT ADVISER WITH, SUCH PERSON,
WHERE “CONTROL” IS DEFINED AS DIRECTLY OR INDIRECTLY POSSESSING THE POWER
TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE
BUSINESS AFFILIATE, WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY
CONTRACT OR OTHERWISE.
7.2 "GOVERNMENTAL AUTHORITY" MEANS ANY NATION OR GOVERNMENT, ANY STATE OR
OTHER POLITICAL SUBDIVISION THEREOF, ANY ENTITY EXERCISING LEGISLATIVE,
JUDICIAL OR ADMINISTRATIVE FUNCTIONS OF OR PERTAINING TO GOVERNMENT,
INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENT AUTHORITY, AGENCY,
DEPARTMENT, BOARD, COMMISSION OR INSTRUMENTALITY, AND ANY COURT, TRIBUNAL
OR ARBITRATOR(S) OF COMPETENT JURISDICTION, AND ANY SELF-REGULATORY
ORGANIZATION.
7.3 “MONEY LAUNDERING LAWS” MEANS THE APPLICABLE LAWS, RULES AND
REGULATIONS OF ALL JURISDICTIONS IN WHICH A PURCHASER OF NODES IS LOCATED,
RESIDENT, ORGANIZED OR OPERATES CONCERNING OR RELATED TO ANTI-MONEY
LAUNDERING, INCLUDING BUT NOT LIMITED TO THOSE CONTAINED IN THE BANK
SECRECY ACT OF 1970 AND THE UNITING AND STRENGTHENING AMERICA BY PROVIDING
APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001
(THE "PATRIOT ACT"), EACH AS AMENDED AND INCLUDING THE RULES AND
REGULATIONS THEREUNDER, AND ANY RELATED OR SIMILAR RULES, REGULATIONS OR
GUIDELINES, ISSUED, ADMINISTERED OR ENFORCED BY ANY GOVERNMENTAL
AUTHORITY.
7.4 "PERSON" MEANS ANY INDIVIDUAL OR LEGAL ENTITY, INCLUDING A GOVERNMENT
OR POLITICAL SUBDIVISION OR AN AGENCY OR INSTRUMENTALITY THEREOF.
7.5 "TRANSFER" MEANS, WITH RESPECT TO ANY INSTRUMENT, THE DIRECT OR INDIRECT
ASSIGNMENT, SALE, TRANSFER, TENDER, PLEDGE, HYPOTHECATION, OR THE GRANT,
CREATION OR SUFFRAGE OF A LIEN OR ENCUMBRANCE IN OR UPON, OR THE GIFT,
PLACEMENT IN TRUST, OR OTHER DISPOSITION OF SUCH INSTRUMENT OR ANY RIGHT,
TITLE OR INTEREST THEREIN, OR THE RECORD OR BENEFICIAL OWNERSHIP THEREOF,
THE OFFER TO MAKE SUCH A SALE, TRANSFER OR OTHER DISPOSITION, AND EACH
AGREEMENT, ARRANGEMENT OR UNDERSTANDING, WHETHER OR NOT IN WRITING, TO
EFFECT ANY OF THE FOREGOING.
8. SELLING AGENT REPRESENTATIONS
8.1 MARKETABLE TITLE. UPON LAUNCH OF THE PRE-SALE WINDOW, SELLING AGENT
SHALL HAVE FULL AUTHORITY TO SELL THE NODES, FREE AND CLEAR OF ALL LIENS,
CLAIMS, CHARGES AND ENCUMBRANCES OF ANY KIND WHATSOEVER. THE NODES
WILL, UPON DELIVERY, BE FULLY VESTED AND ARE NOT SUBJECT TO ANY RESTRICTIONS
ON TRANSFER THAT MAY OTHERWISE BIND THE SELLING AGENT.
8.2 COMPLIANCE WITH SECURITIES LAWS. THE SELLING AGENT REPRESENTS AND
WARRANTS THAT IT HAS BEEN ADVISED BY COUNSEL THAT THE NODES SHOULD NOT BE
CONSIDERED SECURITIES BY ANY U.S. STATE OR THE U.S. SECURITIES AND EXCHANGE
COMMISSION; NOTWITHSTANDING THE FOREGOING, THE SELLING AGENT IS IN
COMPLIANCE WITH ALL SECURITIES LAWS.
9. AFFILIATE REPRESENTATIONS
9.1 AUTHORIZATION. THE AFFILIATE HAS FULL POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT. THIS AGREEMENT, WHEN EXECUTED AND DELIVERED BY THE
AFFILIATE, WILL CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF THE
AFFILIATE, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM,
FRAUDULENT CONVEYANCE, AND ANY OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS’ RIGHTS GENERALLY, AND AS LIMITED BY
LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF,
OR OTHER EQUITABLE REMEDIES.
9.2 WAIVER OF WARRANTIES; ASSUMPTION OF RISKS. AFFILIATE SHALL NOT BE DEEMED
TO HAVE ASSUMED ANY RISKS ARISING OUT OF OR IN CONNECTION WITH ANY ACTION
OR OMISSION THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY
THE SELLING AGENT OR ANY OF ITS BUSINESS AFFILIATES.
9.3 OFAC. AFFILIATE WILL NOT SELL ANY NODES TO ANYONE WHO (I) APPEARS ON THE
SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST OF THE OFFICE OF
FOREIGN ASSETS CONTROL OF THE UNITED STATES DEPARTMENT OF THE TREASURY
(“OFAC”), NOR ARE THEY OTHERWISE A PARTY WITH WHICH THE SELLING AGENT IS
PROHIBITED TO DEAL UNDER THE LAWS OF THE UNITED STATES; (II) IS A PERSON
IDENTIFIED AS A TERRORIST ORGANIZATION ON ANY OTHER RELEVANT LISTS
MAINTAINED BY ANY GOVERNMENTAL AUTHORITY; OR (III) UNLESS OTHERWISE
DISCLOSED IN WRITING TO THE AFFILIATE PRIOR TO THE DATE OF THIS AGREEMENT, IS A
SENIOR FOREIGN POLITICAL FIGURE, OR ANY IMMEDIATE FAMILY MEMBER OR CLOSE
ASSOCIATE OF A SENIOR FOREIGN POLITICAL FIGURE.
9.4 VOLUNTARY COMPLIANCE. THE AFFILIATE UNDERSTANDS AND AGREES THAT, EVEN IF
THE SELLING AGENT IS NOT OBLIGATED TO COMPLY WITH ANY U.S. ANTI-MONEY
LAUNDERING LAWS, THE SELLING AGENT MAY NEVERTHELESS CHOOSE TO
VOLUNTARILY COMPLY WITH SUCH REQUIREMENTS AS THE SELLING AGENT DEEMS
APPROPRIATE IN ITS SOLE DISCRETION. THE AFFILIATE AGREES TO COOPERATE WITH
THE SELLING AGENT AS MAY BE REQUIRED IN THE REASONABLE OPINION OF THE
SELLING AGENT IN CONNECTION WITH SUCH COMPLIANCE.
9.5 TAXES. THE PARTIES SHALL CONSULT THEIR OWN TAX ADVISORS REGARDING THE
TAX CONSEQUENCES OF THE TRANSACTION CONTEMPLATED HEREBY.
10. MISCELLANEOUS
10.1 ENTIRE AGREEMENT. THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT MATTER HEREIN AND
SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS DISCLOSURES, DISCUSSIONS,
UNDERSTANDINGS AND AGREEMENTS, WHETHER ORAL OF WRITTEN, BETWEEN THEM.
ANY PROVISION OF THIS AGREEMENT MAY BE AMENDED, WAIVED OR MODIFIED ONLY
UPON THE WRITTEN CONSENT OF THE SELLING AGENT AND THE AFFILIATE.
10.2 NOTICES. ANY NOTICE REQUIRED OR PERMITTED BY THIS AGREEMENT WILL BE
DEEMED SUFFICIENT WHEN SENT BY EMAIL TO THE RELEVANT ADDRESS LISTED ON THE
SIGNATURE PAGE HERETO, AS SUBSEQUENTLY MODIFIED BY WRITTEN NOTICE RECEIVED
BY THE APPROPRIATE PARTY.
10.3 NO RIGHTS AS SHAREHOLDER. THE AFFILIATE IS NOT ENTITLED, AS A HOLDER OF
THIS AGREEMENT, TO VOTE OR RECEIVE DIVIDENDS OR BE DEEMED AN EQUITYHOLDER
OF THE SELLING AGENT FOR ANY PURPOSE, NOR WILL ANYTHING CONTAINED HEREIN
BE CONSTRUED TO CONFER ON THE AFFILIATE, AS SUCH, ANY OF THE RIGHTS OF AN
EQUITYHOLDER OR ANY RIGHT TO VOTE FOR THE ELECTION OF DIRECTORS OR UPON
ANY MATTER SUBMITTED TO THE BOARD OF DIRECTORS AT ANY MEETING THEREOF, OR
TO GIVE OR WITHHOLD CONSENT TO ANY CORPORATE ACTION OR TO RECEIVE NOTICE
OF MEETINGS, OR TO RECEIVE SUBSCRIPTION RIGHTS OR OTHERWISE.
10.4 TRANSFERS AND ASSIGNS. NEITHER THIS AGREEMENT NOR THE RIGHTS
CONTAINED HEREIN MAY BE TRANSFERRED, BY OPERATION OF LAW OR OTHERWISE, BY
THE AFFILIATE WITHOUT THE PRIOR WRITTEN CONSENT OF THE SELLING AGENT, WHICH
CONSENT MAY BE WITHHELD IN SELLING AGENT’S SOLE DISCRETION. THE SELLING
AGENT MAY ASSIGN THIS AGREEMENT WITHOUT THE CONSENT OF THE AFFILIATE.
10.5 SEVERABILITY. IN THE EVENT ANY ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT IS FOR ANY REASON HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE, IN
WHOLE OR IN PART OR IN ANY RESPECT, OR IN THE EVENT THAT ANY ONE OR MORE OF
THE PROVISIONS OF THIS AGREEMENT OPERATE OR WOULD PROSPECTIVELY OPERATE
TO INVALIDATE THIS AGREEMENT, THEN AND IN ANY SUCH EVENT, SUCH PROVISION(S)
ONLY WILL BE DEEMED NULL AND VOID AND WILL NOT AFFECT ANY OTHER PROVISION
OF THIS AGREEMENT AND THE REMAINING PROVISIONS OF THIS AGREEMENT WILL
REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT AND WILL NOT BE AFFECTED,
PREJUDICED, OR DISTURBED THEREBY.
10.6 DISPUTE RESOLUTION. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF WYOMING, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES. ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
BROUGHT EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK, AND THE PARTIES HEREBY CONSENT TO THE PERSONAL JURISDICTION AND
VENUE OF SUCH COURTS.
10.7 DATA PROTECTION; PRIVACY NOTICE. AFFILIATE REPRESENTS AND WARRANTS THAT
IT WILL MAINTAIN PERSONAL DATA FROM CUSTOMERS IN ACCORDANCE WITH
APPLICABLE LAWS AND REGULATIONS.
10.8 ADDITIONAL ASSURANCES. EACH PARTY HERETO SHALL, AND SHALL CAUSE ITS
BUSINESS AFFILIATES TO, FROM TIME TO TIME, EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS, INSTRUMENTS, CONVEYANCES AND ASSURANCES AND TAKE
SUCH FURTHER ACTIONS AS MAY BE REASONABLY REQUESTED BY THE OTHER PARTY
HERETO OR AS MAY BE NECESSARY FOR SUCH OTHER PARTY, UPON THE ADVICE OF
COUNSEL, TO CARRY OUT THE PROVISIONS OF THIS AGREEMENT AND GIVE EFFECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY.
10.9 FORCE MAJEURE. WITHOUT LIMITATION OF ANYTHING ELSE IN THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER, NOR BE DEEMED TO
HAVE DEFAULTED UNDER OR BREACHED THIS AGREEMENT, FOR ANY FAILURE OR DELAY
IN FULFILLING OR PERFORMING ANY TERM OF THIS INSTRUMENT WHEN AND TO THE
EXTENT SUCH FAILURE OR DELAY IS CAUSED BY OR RESULTS FROM ACTS BEYOND THE
AFFECTED PARTY'S REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION: (A) ACTS
OF GOD; (B) FLOOD, FIRE, PANDEMICS, EARTHQUAKE OR EXPLOSION; (C) WAR,
INVASION, HOSTILITIES (WHETHER WAR IS DECLARED OR NOT), TERRORIST THREATS OR
ACTS, OR OTHER CIVIL UNREST OR INSTABILITY; (D) CHANGES TO APPLICABLE LAW; OR
(E) ACTION BY ANY GOVERNMENTAL AUTHORITY.
10.10 PARTY RIGHTS. A PERSON WHO IS NOT A PARTY TO THIS AGREEMENT SHALL NOT
HAVE ANY RIGHTS UNDER THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT (AS
AMENDED) TO ENFORCE ANY TERM OF THIS AGREEMENT. NOTWITHSTANDING ANY TERM
OF THIS AGREEMENT, THE CONSENT OF OR NOTICE TO ANY PERSON WHO IS NOT A
PARTY TO THIS AGREEMENT SHALL NOT BE REQUIRED FOR ANY TERMINATION OR
RESCISSION OR ANY AGREEMENT TO ANY VARIATION, WAIVER, ASSIGNMENT, NOVATION,
RELEASE OR SETTLEMENT UNDER THIS AGREEMENT AT ANY TIME.
11. INDEMNIFICATION. AFFILIATE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS
SELLING AGENT, ITS BUSINESS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL CLAIMS,
DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’
FEES) ARISING OUT OF OR RELATING TO:
(a) Any breach by Affiliate of this Agreement;
(b) Any negligent or wrongful act or omission by Affiliate;
(c) Any misrepresentation by Affiliate in connection with Node sales;
(d) Any violation of applicable laws or regulations by Affiliate;
(e) Any claims by Sub-Affiliates against Selling Agent;
(f) Any unauthorized representations or warranties made by Affiliate to purchasers.
12. LIMITATION OF LIABILITY
12.1 Damages Cap. IN NO EVENT SHALL SELLING AGENT BE LIABLE TO AFFILIATE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
SELLING AGENT'S TOTAL LIABILITY TO AFFILIATE SHALL NOT EXCEED THE TOTAL
COMMISSIONS PAID TO AFFILIATE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING
RISE TO LIABILITY.
12.2 Statute of Limitations. Any action by Affiliate against Selling Agent must be
commenced within one (1) year after the cause of action accrues, regardless of any longer
period provided by applicable law.

Full Name: __________________________________
Signature: ___________________________________
Date: _______________________________________

* I have read, understand and agree to the above terms and conditions.