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SENTRY NODE SOFTWARE AND KEY AGREEMENT


Last Revised: 12 December 2024

 

Please read this Sentry Node Software and Key Agreement (this “Agreement”) carefully before using the Xai network (the “Xai Network”) sentry node software (the “Node Software”) and before purchasing, accessing, or using a non-fungible token upgrade key for the Node Software (a "Key").

 

By accessing or using the Node Software or purchasing, accessing or using a Key, you agree that you have read, understand and accept all of the terms and conditions contained in this Agreement by and between you and Xai Company Limited., a British Virgin Islands business company (the “Company” or “we”) and our affiliated entities. If you do not agree to all of the terms and conditions of this Agreement, you are not permitted to access or use the Node Software or purchase, access or use a Key.

 

THE NODE SOFTWARE AND KEYS ARE NOT AVAILABLE FOR ACCESS OR USE BY ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN THE UNITED STATES.

 

 PLEASE BE AWARE THAT SECTION 8 (DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE) GOVERNS THE RESOLUTION OF DISPUTES BETWEEN YOU AND THE COMPANY. SECTION 8 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 8 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 8 CAREFULLY.

 

THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 10.3.

 

1.         Eligibility Requirements

 

1.1      General.

To be eligible to access or use the Node Software or purchase, access or use a Key, you must satisfy each of the following eligibility requirements:

 

  • You are at least eighteen (18) years of age, or are the legal age for entering legally binding agreements under applicable law;

  • You are not, nor are you an entity that is conducting any activities itself or on behalf of any person or entity that is: (i) a natural person resident in the United States; (ii) a partnership or corporation organized or incorporated under the laws of the United States; or (iii) otherwise a “U.S. person” as defined in Rule 902(k)(2) of Regulation S under the Securities Act of 1933 (each, a “U.S. Person”);

  • You are not purchasing, obtaining, accessing or using the Node Software on behalf of a U.S. Person or Restricted Person.

  • You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is:

    • the subject of any sanctions administered or enforced by His Majesty's Treasury's Office of Financial Sanctions Implementation (UK) ('OFSI"), by the U.S. Department of the Treasury’s Office of Foreign Assets Control, by the U.S. Department of State ("OFAC") or by any other governmental authority with jurisdiction over the party; or

    • identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria (each, a “Restricted Person”).

 

1.2      Identity Verification.

You may be required to provide Know Your Customer ("KYC") information to us in association with the operation of a Sentry Node. You agree to provide us with the information we request for purposes of verifying your identity and you permit us to keep a record of such information. You further represent and agree that all such information is complete and accurate and that you will immediately notify the Company in the event that any information provided to the Company during this process is no longer complete or accurate.

 

2.         Node Software and Keys

 

2.1      Use of Node.

Subject to the terms and conditions of this Agreement, you may use the Node Software to operate a Xai Network sentry node on one or more machines that you own or control. The Xai Network is a “layer-3” network that operates on top of the Arbitrum One “layer-2” network, which operates on top of the “layer-1” Ethereum blockchain. As a sentry node operator, you will be able to help ensure that the correct state of the Xai Network is reflected on the Ethereum blockchain by reading assertion data from the rollup protocol on the “layer-2” network, submitting state roots of upcoming assertions to confirm the accuracy of information being submitted by sentry nodes on the Xai Network, and utilizing a Wallet (defined below) to perform assertion checks on the “layer-2” network. Use of Arbitrum One and Ethereum is subject to separate third-party terms and conditions. Please review the Arbitrum One (https://arbitrum.foundation/tos) and Ethereum (https://ethereum.org/en/terms-of-use/) terms and conditions carefully before using the Node Software.

 

2.2      Key Requirement.

You must purchase a Key from the Company in order to use the Software to generate Network Rewards. Keys represent access  credentials that enable economic participation in the Node Software's functionality and related ecosystem features.  The Key is a non-transferable non-fungible token. You may purchase a Key at https://sentry.xai.games/. 

 

To the extent you wish to redeem any Network Rewards you earn for XAI tokens, you will be required to provide KYC information to the Company for the purposes of verifying your identity and confirming that your eligibility.

The total supply and price structure of Keys may be adjusted by the Company from time to time, in keeping with community directives, including increases in supply and proportional price reductions.  Such adjustments, including any distribution of additional keys to existing Key holders or changes to network capacity, are intended to enhance accessibility and maintain proportionality.  No such changes shall confer upon you any right to a refund, compensation or any claim against the Company.

 

2.3      Connecting a Digital Wallet.

In order to operate a sentry node using the Node Software, you will need to connect a compatible third-party Ethereum blockchain digital wallet (“Wallet”). You are solely responsible for maintaining the security of your Wallet, including any associated credentials, private key and seed phrase. The Company is not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your Wallet.

 

The Company does not offer Wallet software or custody any Tokens (or any other crypto assets) on behalf of Node Software users. Your use of a third-party Wallet is subject to separate terms and conditions established by the Wallet provider.

 

2.4     Node Software Updates.

The Node Software may automatically download updates from time to time. By accessing or using the Node Software, you agree that the Company may download and install automatic Node Software updates onto your machine. You may opt out of automatic updates by adjusting your Node Software settings.

 

3.         Network Rewards

 

3.1      Network Rewards.

You may receive units of esXAI Tokens from the Xai Network as a reward for contributing to the security of the Xai Network (“Network Rewards”). Your ability to generate Network Rewards is contingent upon holding a Key and fulfilling any applicable conditions.

 

Network Rewards are programmatically distributed to by the Xai Network and cannot be traded, transferred or exchanged.  Network Rewards will accrue on the “layer-2” Arbitrum One network and can be “bridged” to the Xai Network through a Xai Network bridge for use on the Xai Network.        The Company provides no Guarantee of Network Rewards.  Past reward structures or performance metrics are not necessarily indicative of future results.

 

3.2      Slashing.

Some or all of your Network Rewards may be programmatically destroyed as a penalty imposed by the Xai Network (a “Slashing Penalty”) in certain instances. Please refer to the Xai Network documentation for more details.

 

The Company is not responsible or liable for any Network Rewards or Slashing Penalties that result from your use of the Node Software.

 

The Company shall not be liable for any acts or omissions by you in connection with your Wallet or as a result of any cyber incident or security vulnerability that impacts your Wallet. You will be required to provide information to the Company for purposes of verifying your identity and confirming that you are eligible to earn Network Rewards before you will be permitted to claim and take possession of any esXAI earned as Network Rewards.

 

3.3      Expiration of Network Rewards.

You will have 180 days from the date that you earn a Network Reward before the Network Reward expires.  Network Rewards can be claimed at any time prior to expiration.

 

3.4      Staking of Network Rewards. 

All Network Rewards you earn from contributing to the security of the Xai network may be staked.  Please refer to the Xai Staking Terms for more information about staking Network Rewards: https://xai.games/stakingterms.

 

3.5      Redemption of Network Rewards. 

All Network Rewards you earn from contributing to the security of the Xai network may be redeemed for XAI Tokens on the Arbitrum blockchain.  Such redemptions will be subject to KYC, unlock periods and redemption penalty fees, as applicable.  

 

Before redeeming any Network Reward for Xai Tokens, you will be required to provide KYC information to the Company for purposes of verifying your identity and confirming your eligibility.  Please refer to the Xai Staking Terms for more information about the process by which Network Rewards may redeemed and the associated KYC process: https://xai.games/stakingterms.

 

4.         License Uses and Restrictions

 

4.1      Node Software License.

Subject to the terms and conditions of this Agreement, the Company hereby grants to you a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free, limited license to install, use and run the Node Software on one or more machines that you own or control. Except for the license expressly granted to you hereunder, no other license is granted, no other use is permitted. Your use of Keys, while not transferring any ownership rights in the Node Software, provides you with the necessary access credentials to unlock certain functionalities and economic mechanisms offered by the Node Software.

 

4.2      Third-Party Licenses.

Notwithstanding anything to the contrary in this Agreement, the Node Software may contain software components released under separate open-source or business-source license terms, in which case those license terms will govern such software components.

 

4.3      Feedback.

With respect to any feedback you provide to the Company (whether orally or in writing) concerning the Node Software, including any features or functionalities thereof, and including identifying potential errors and improvements (“Feedback”), you hereby grant to the Company an exclusive, worldwide, perpetual, fully paid-up, royalty free, fully-sublicensable (through multiple tiers of sublicensees) and freely assignable and transferable license to use any Feedback for any purpose without payment or restriction. It is further understood that the Company' s use of Feedback, if any, may be made by the Company in its sole discretion, and that the Company shall in no way be obliged to make any payment to you for or make use of any kind of the Feedback or part thereof.

 

4.4      Use of Trademarks and Other Marks or Rights.

You may not use any of our trademarks, trade names, service marks, copyrights, or logos, or our partners’, affiliated entities’, licensors’, or their licensors’ trademarks, trade names, service marks, copyrights, or logos, including but not limited to Xai, in any manner which creates the impression that such items (i) belong to or are associated with you or indicate the sponsorship or approval of us, our licensors, any partners, affiliates, or their licensors; or (ii) except as otherwise provided herein, are used with our licensors’, partners’, affiliates’, or their licensors’ consent, and you acknowledge that you have no ownership rights in or to any such items.

 

5.         Prohibited Activities

 

You shall not engage in any activities that negatively affect the technical performance of the Node Software and/or Xai Network, bypass or circumvent security features of the Node Software and/or Xai Network, or otherwise disrupt or interfere with the functioning of the Node Software and/or Xai Network. You shall not violate or attempt to violate the security of the Node Software, Keys and/or Xai Network or otherwise misuse the foregoing, including by, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating or avoiding any security device or system; (iii) attempting to probe, scan or test the vulnerability of the Node Software and/or Xai Network or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with service to any sentry node operator, host or network, including, but not limited to, via means of submitting any malware or computer programming routines that may damage, disrupt or interfere with, intercept or expropriate any system or data, overloading, “flooding,” “spamming,” “mailbombing” or “crashing” the Node Software and/or Xai Network; (v) forging any transmission control protocol/Internet protocol packet header or any part of the header information in any email or posting; (vi) using the Node Software and/or Xai Network in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage; or (vii) providing false, misleading or inaccurate information to the Xai Network.

 

You shall not, directly or indirectly: (i) use the Node Software, Keys or any portion thereof to create any service, software, product, platform, documentation or data that is similar to, in whole or in part, any aspect of the services or products offered by the Company, including without limitation, the Node Software or Xai Network; (ii) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Node Software, or the underlying ideas, file formats, algorithms or trade secrets therein; (iii) encumber, sublicense, transfer, rent, lease, time-share or use the Node Software in any service bureau arrangement or otherwise for the benefit of any third party; (iv) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any software code or documentation for the Node Software; (v) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of any relevant jurisdiction; (vi) knowingly introduce into the Node Software and/or Xai Network any malicious code, computer virus, spyware, scareware, Trojan horses, worms, malware or any other similar harmful, malicious or hidden programs or data; (vii) remove or modify any proprietary markings or restrictive legends placed on the Node Software; (viii) use the Node Software to infringe upon, violate or misappropriate any third party' s intellectual property rights, violating any law or regulation or being defamatory, trade libelous, threatening or harassing; or(ix) authorize or permit any third party to engage in any of the foregoing proscribed acts.  For the avoidance of doubt, the restrictions set forth in this Section are in addition to, and in no way limit, any other restrictions or obligations applicable to you set forth in this Agreement.

 

You shall not use the Node Software and/or Xai Network to engage in illegal activity of any kind, including, without limitation, any activity that would violate, or assist in violation of, any law, statute, ordinance, regulation or sanctions programs administered under any applicable law, or which would involve proceeds of any unlawful activity.

 

 

6.         Risks

 

You acknowledge that the Node Software, Keys and Xai Network incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Node Software, Keys or the Xai Network could fail in an unexpected way, resulting in changes in supply, pricing, and/or the total loss of any perceived value. You hereby agree that you assume all risks in connection with your use of the Node Software, Keys and the Xai Network and expressly waive and release the Company from any and all liability, claims, causes of action or damages arising out of or in any way relating to you obtaining or using Node Software, Keys and the Xai Network.

 

You understand accept the risk of operational challenges related to the Node Software, Keys and the Xai Network. For example, the Xai Network may experience cyber-attacks, unexpected surges in transaction volume or activity or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the Node Software or Xai Network. You agree to accept the risk of Node Software or Xai Network failure resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. You agree not to hold the Company accountable for any related losses.

 

You acknowledge and agree that network changes, such as adjustments to Key supply, pricing reductions, and modifications to Network Rewards may result in fluctuating perceived values, market volatility, and altered user incentives.  The Company does not assume any liability for such network changes and does not guarantee any economic benefit from network changes.

 

You agree that the Company is not responsible for any  Tokens or other crypto assets that you receive, transfer, hold, stake, lose or otherwise use or misuse in connection with the Node Software or the Xai Network.

 

Legal and regulatory requirements applicable to use of the Node Software may vary from jurisdiction to jurisdiction. You acknowledge and agree that you are solely responsible for evaluating the legality of using the Node Software in your jurisdiction, as well as any tax consequences (if any).

 

The Company is not responsible for determining whether or which laws and regulations may apply to you or your use of the Node Software.  The Company is not responsible for determining whether, and to what extent, any taxes apply to any transactions you conduct in connection with your use of Node Software.

 

7.         Disclaimer of Warranties; Limitation of Liability

 

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE NODE SOFTWARE AND XAI NETWORK ARE ISSUED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND THE COMPANY DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO SUCH “AS-IS” AND “AS AVAILABLE” BASIS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT (EXCEPT AS EXPRESSLY PROVIDED HEREIN) AND THE COMPANY HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT THE COMPANY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION SHALL BE APPLIED TO THE MINIMUM EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.

 

IN ADDITION, THE COMPANY DOES NOT WARRANT, GUARANTEE, ENDORSE, OR ASSUME RESPONSIBILITY FOR THE ECONOMIC VALUE, MARKETABILITY OR LIQUIDITY OF ANY TOKENS, KEYS OR NETWORK REWARDS, OR FOR ANY NETWORK CHANGES.

 

IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY TYPE OR NATURE HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE NODE SOFTWARE OR THE XAI NETWORK, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL THE COMPANY'S AGGREGATE LIABILITY UNDER THE AGREEMENT EXCEED ONE-HUNDRED U.S. DOLLARS ($100.00).

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.IF YOU ARE DISSATISFIED WITH THE NODE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE NODE SOFTWARE.

 

8.         Indemnification

 

You agree, at your own expense, to indemnify, defend and hold harmless the Company and its partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assigns against any claim, suit, action, or other proceeding from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with your breach of the Agreement, your violation of any law or regulation or your use of the Node Software. You agree to pay any and all costs, damages and expenses, including but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defense.

 

If you have a dispute with one or more users of the Node Software or other third parties, you release the Company (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees and representatives) from all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

 

9.         Dispute Resolution by Binding Arbitration; Class Action Waiver

 

This Dispute Resolution by Binding Arbitration section is referred to in the Software Node and Key Agreement as the “Arbitration Agreement.” PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

 

9.1      Informal Process First

 

We are always interested in resolving disputes amicably and efficiently, and most concerns can be resolved quickly and to your satisfaction by emailing user support at notices@xai.games. However, if such efforts prove unsuccessful, you may send to us, by email, a written Notice of Dispute (“Notice”). The Notice should be sent to notices@xai.games and must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought.  If we and you do not resolve the claim or dispute set out in the Notice within sixty (60) calendar days from the date of receipt, we or you may commence an arbitration proceeding.  It is agreed that this dispute resolution procedure is a condition precedent which must be satisfied before initiating arbitration.

 

9.2      Arbitration and its Terms

 

You and us agree to arbitrate any claim, controversy or dispute arising in connection with this agreement (including questions related to its validity, existence, or termination), or your use of the Node Software or Keys, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.

 

The arbitration will be administered in accordance with the Rules of the London Court of International Arbitration then in effect (the “LCIA Rules”).   The arbitration proceedings will be conducted in English. The arbitrator(s) will apply the substantive law of the British Virgin Islands, excluding its conflict or choice of law rules.

 

Other than the class procedures and remedies expressly prohibited by this Arbitration Agreement, the arbitrator(s) will have the authority to provide any remedy or relief that a court of competent jurisdiction could award.  Any decision or award rendered by the arbitrator will be final and binding, and may be overturned by a court only for very limited reasons.  Any judgment may be entered in any court of competent jurisdiction.

 

If there is any inconsistency between any term of the LCIA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would.

 

 9.3     Costs of Arbitration

 

Payment of all filing, administration and arbitrator costs and expenses will be governed by the LCIA Rules then in effect, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, then we will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding. 

 

Fees and costs may be awarded as provided pursuant to applicable law.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

 

9.4      Confidentiality of Arbitration

 

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) the Company may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as applicable law otherwise requires. The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

 

9.5      Class Action and Jury Trial Waiver

 

WE AND YOU EACH AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY. ANY CLAIM OR DISPUTE WILL BE DETERMINED BY NEUTRAL ARBITRATION AS STIPULATED IN THIS ARBITRATION AGREEMENT, NOT A JUDGE OR JURY.

YOU AND US AGREE THAT EACH OF YOU AND US MAY BRING DISPUTES OR CLAIMS AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND US AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, IF AN ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF), IT MAY DO SO ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND AN ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION. 

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION.   If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

9.6      Severability of Arbitration Agreement

If any term, clause or provision of the Arbitration Agreement contained in this section is held invalid or unenforceable, it will be so held to the minimum extent applicable and required by law, and all other terms, clauses and provisions of this Arbitration Agreement will remain valid and enforceable. Further, the waivers set forth in this Arbitration Agreement are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

You agree that this Arbitration Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.

9.7      Future Changes to Arbitration Agreement

Notwithstanding any provision in this Agreement to the contrary, the Foundation agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Software or Keys, you may reject any such change by sending the Foundation written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these this Sentry Node Software and Key Agreement (or accepted any subsequent changes to this Agreement).

 

10.         Term; Termination

 

The Agreement is effective beginning when you accept the Agreement or first access or use the Node Software and ending when terminated as set forth in this Section 9.

 

Your right to use and access the Node Software will automatically terminate in the event you fail to comply with any of the terms and conditions of the Agreement. Termination will be effective without notice.

 

Upon termination of the Agreement, you must immediately cease all use of the Node Software and destroy all copies, full or partial, of the Node Software. All sections which by their nature should survive the termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding any termination by you or us.

 

 

11.      General Provisions

 

11.1    Electronic Communications.

By purchasing, obtaining, accessing or using the Node Software, you consent to receive electronic communications.

 

11.2    Notices.

The Company may provide you with notice and other communications via electronic communications as permitted by Section 10.1. You may provide us with notice by sending an email address to notices@xai.games. All notices will be deemed effective upon dispatch to a valid email address.

 

11.3    Amendments.

The Agreement may be modified or revised at any time, with or without prior notice to you. The most current version of the Agreement will be posted on https://xai.games/ (the “Website”) with the “Last Revised” date at the top. Any modifications or revisions will be effective immediately upon posting the modifications or revisions to the Website. You shall be responsible for reviewing and becoming familiar with any modifications or revisions. You waive any right you may have to receive specific notice of such modifications or revisions. Purchasing, obtaining, accessing or using the Node Software in any way constitutes your acceptance of the Agreement as modified or revised. If you do not agree to the Agreement then you must immediately discontinue access to, and use of, the Node Software.

 

11.4    Waivers.

For a waiver to be deemed effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of the Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

 

11.5    Cumulative Rights; Injunctions.

The rights and remedies of the parties under the Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under the Agreement, along with all other rights and remedies available to it at law, in equity or otherwise. Any material breach by a party of the Agreement could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for any such breach.

 

11.6    Severability.

If any provision of these the Agreement is declared to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and the remainder of the provisions of the Agreement shall remain valid, legal and enforceable to the fullest extent permitted by law.

 

11.7    Force Majeure.

The Company shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labour conditions, power failures, equipment failures and Internet or blockchain network disturbances.

 

11.8    Successors and Assigns.

You may not transfer or assign the Agreement or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. The Company reserves the right to freely transfer or assign the Agreement and the rights and obligations hereunder to any third party at any time without your consent and prior notice to you. If you object to any such transfer or assignment, you may stop using the Node Software.

 

11.9    Relationship of the Parties.

Nothing contained in the Agreement shall constitute you and the Company as members of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by virtue of the relationship established by the Agreement.

 

11.10  Governing Law.

The Agreement shall be solely and exclusively governed, construed and enforced in accordance with the laws of the British Virgin Islands without giving effect to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.

 

11.11  Entire Agreement.

The Agreement constitutes the entire agreement and understanding between you and the Company, and supersedes all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof.

 

11.12  No Third-Party Beneficiaries.

The Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and the Company and other Company affiliates, which each shall be a third-party beneficiary of the Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

 

12.      How to Contact Us.

 

You may contact us regarding this Agreement, the Sentry Node Software or Keys by e-mail at notices@xai.games.