From eae76cef18ff2e82612e0fbad9452e6e21c58df5 Mon Sep 17 00:00:00 2001 From: noambergIL <39807382+noambergIL@users.noreply.github.com> Date: Sun, 6 Dec 2020 15:26:56 +0200 Subject: [PATCH] terms --- NETWORK-TOU.md | 934 +++++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 934 insertions(+) create mode 100644 NETWORK-TOU.md diff --git a/NETWORK-TOU.md b/NETWORK-TOU.md new file mode 100644 index 0000000..fecb81c --- /dev/null +++ b/NETWORK-TOU.md @@ -0,0 +1,934 @@ +# ORBS NETWORK TERMS OF USE + +These Terms of Use (“Terms”) are a multi-party contract among you +and all other participants in the current and future decentralized, +blockchain infrastructure-as-a-service network, branded “Orbs” and made +available in open source code form at the GitHub repositories located at +https://github.com/orbs-network (the “Network”), including +without limitation the Network’s: (1) consensus-based decentralized +computing services, (2) consensus-based decentralized storage services, +(3) consensus-as-a-service services, and (4) security, governance and +operation model, all of which are provided on or by way of the Network +(collectively, the “Services”). The Network operates using +cryptocurrency tokens to be used exclusively in connection with the +Network (“Orbs Tokens”). These Terms apply to all participants in +the Network, including: (i) developers (both individuals and entities) +that will run decentralized applications over the Network +(“Developers”); (ii) the individuals and entities that are the +end-users of such applications or that otherwise interact directly or +indirectly with the Network (“End-Users”); (iii) the persons and +entities that utilize servers to participate in the consensus process +and provide the actual compute and storage resources to execute +Developers’ applications on top of the Network’s blockchain +infrastructure, and, under the Network’s security, governance and +operation model, review and monitor the operations of the Network and +secure the Network, including by voting in Guardian elections based on +the Network’s protocol in which voting power is proportionate to the +number of Orbs Tokens associated with such Guardian +(“Guardians”); (iv) holders of Orbs Tokens (“Token +Holders”); and (v) any and all entities and persons who created +and/or initially sold Orbs Tokens and their respective current or future +subsidiaries, affiliates, directors, officers, employees, agents, +representatives, and any other person or entity with any involvement in +the Network’s reserve allocation or in developing software underlying +the Network, in each case, or any other such person or entity, including +without limitation Orbs Ltd. (collectively, the “Subject +Persons”). All users of and participants in the Network, including +Guardians, Developers and End-Users will collectively be referred to as +“you” or “your.” Your use of and access to the Network and +any Services or applications available on the Network, and any +information, text, photos, graphics, videos, idea, concept, discovery, +invention, development, technology, algorithm, program, code, +documentation or other material or information available on or through +the Network is subject to these Terms. + +These Terms are a legal agreement, and they contain important +information on your legal rights, remedies and obligations. You may use +the Network only if you can form a binding contract. + +Please read and review these Terms carefully. + +If you are using the Network as a natural person, by using the Network +(i) you agree that you have read, understood and are bound by these +Terms; (ii) you will comply with all applicable laws, regulations, rules +and policies; and (iii) you represent that you are an adult and have the +legal capacity to enter a contract in the jurisdiction where you reside, +and are of the minimum age required by the law of your jurisdiction to +engage in activity of the type you will engage in on the Network, +including entering into a binding agreement to abide by these Terms. You +also agree that your access to and use of the Network is a valuable +benefit that you receive by agreeing to and complying with these Terms. +If you do not agree to these Terms, you may not access or use the +Network. + +If you are using the Network as a natural person representing a legal +entity, by using the Network, in addition to the foregoing undertakings, +you represent and warrant on behalf of such entity that: (i) you are +authorized to act on the Network on behalf of such entity, including +accepting these Terms; (ii) such entity is duly organized, validly +existing and in good standing under the laws of the jurisdiction of its +formation; (iii) such entity has all requisite power and authority to +enter into these Terms and to consummate the transactions contemplated +hereby; (iv) such entity has duly and properly taken all corporate acts +and other proceedings required to be taken to authorize the execution +and performance of these Terms and to consummate the transactions +contemplated hereby; (v) such entity is in compliance with all +applicable laws and will not use the Network for or in connection with +any unlawful act or purpose; and (vi) the use and operation of any +content and materials that such entity may contribute to the Network +does not and will not infringe, misappropriate or conflict with any +Intellectual Property or other right of any third party. If you do not +agree to these Terms and such entity is not able to make the foregoing +representations and warranties, you may not use or access the network. + +Minors Prohibited: The Network is not directed to individuals under the +age of eighteen ((18) or the age of majority in your jurisdiction if the +age of majority is greater). If you are under the age of eighteen or the +age of majority (if greater), you are not authorized to access or use +the Network. + +## 1. **Overview of the Orbs Network** + +The Network is a peer-to-peer platform with a decentralized, +blockchain-based architecture designed to provide blockchain +infrastructure-as-a-service. The Network offers the Services. The +participants in the Network are Developers, End-Users, Guardians and +Token Holders. + +You hereby expressly acknowledge and agree that the Network is a +decentralized network and the Subject Persons: (A) are not responsible +for the development or launch of the Network and (B) do not undertake +any responsibility to operate, maintain, support or otherwise authorize +any activity related to the Network. + +As a decentralized network, the Network and the Network Content (as +defined below) may be updated or modified from time to time. Such +modifications or updates may be significant, including the adoption of +new versions of the Network Content that differ substantially from the +current version and result in significant changes to the Network. Such +changes may include updates or the implementation of a more advanced +version of the Network’s consensus algorithm, fee model, smart contract +capabilities, security, governance and operation model or other features +of the Network. + +Such updates or modifications may be proposed by the Subject Persons, +Guardians or other persons or entities who desire to make such +proposals. The acceptance of such proposals may be subject to approval +in accordance with the terms of the Network’s then-applicable security, +governance and operation model. Alternatively, in the case of certain +upgrades to the security, governance and operation model or changes that +otherwise supersede or are not technically implementable within the +Network’s then-applicable security, governance and operation model, the +acceptance of such changes may depend on the practical decision by +Guardians, Token Holders, Developers and End-Users to implement such +proposals or adopt the version of the Network containing such proposals +or to decline to do so. + +## 2. **Ownership** + +“Network Content” includes, without limitation, the Orbs software stack +reference implementation, including any idea, concept, discovery, +invention, development, technology, algorithm, program, code, +documentation or other material or information related thereto; the look +and feel, design, layout, organization, presentation, user interface, +navigation and stylistic conventions of the Network; trademarks, trade +names, and all other intellectual property rights covering or embodied +by the Network Content, including, without limitation, all copyrights, +moral rights, trademark rights and patent rights. The Network Content +does not include Developer Content or End-User Content, as described +herein. You do not acquire any ownership interest in any Network Content +by accessing or using the Network or Network Content. + +The Subject Persons and/or any entities and/or persons who have +introduced modifications or proposed modification to the Network or such +Network Content may make the applicable source code for such software +available for download as open source software. You agree to be bound by +the license agreement that applies to any open source software used in +the Network or any Network Content. You will not indicate that you are +associated with the entities and/or persons who created such software in +connection with your use, modifications or alterations of the software. + +## 3. **System Requirements** + +To access the Network, you will need a compatible device, Internet +access, and certain software that may require updates or upgrades. Your +ability to use the Network may be affected by the performance of +hardware, software, and Internet access. You agree that such system +requirements, which may change from time to time, are your +responsibility. You are responsible for any costs you incur to access +the Internet. + +##4 . **Your Use and End-User Content and Developer Content** + +You may access, browse and use the Network and Network Content only in +accordance with these Terms. You may not copy, reproduce, modify, +distribute, transmit, display, perform, publish or otherwise use or +exploit, through any means or media, any of the Network or Network +Content, except as provided herein. + +Parts of the Network may allow End-Users (and possibly others) to post, +upload, transmit or submit content and information to the Network +(collectively, “End-User Content”), and parts of the Network will +allow Developers to create, upload and operate decentralized +applications over the Network (collectively, “Developer +Content”). + +When you upload, post, publish or make available any End-User Content or +Developer Content on the Network, you grant any other user of the +Network a perpetual, non-exclusive, royalty-free, and worldwide license +to publicly display, communicate, distribute, host, publish, reproduce, +make modifications or derivative works (solely for the purpose of better +showcasing your User Generated Content) store and to use such End-User +Content or Developer Content, in connection with the use and operation +of the Network. When you upload, post, publish or make available any +End-User Content or Developer Content to other users on the Network, you +grant to such other users a non-exclusive and royalty-free license, to +access and view your End-User Content or Developer Content. Please note +that no party on the Network will monitor or control what other users do +with your End-User Content or Developer Content. + +Please do not post any confidential, secret or proprietary information +or material through the Network. You are entirely responsible for +maintaining the confidentiality of your End-User Content or Developer +Content and any of your non-public information. It is your +responsibility to obtain any and all consents required under any +applicable laws, regarding the posting of any personal information of +others which is part of the End-User Content or the Developer Content, +and to adhere to any applicable laws regarding such information. By +providing End-User Content and/or Developer Content, you: (i) represent +and warrant, to all other users of the Network, that End-User Content +and/or Developer Content is your original creation, that you own or +otherwise control all of the rights in End-User Content and/or Developer +Content, or that you have the rights necessary to grant the license to +End-User Content and/or Developer Content granted herein, and that +End-User Content and/or Developer Content does not violate any rights, +including rights of privacy, of any party and does not otherwise violate +the law; and (ii) shall indemnify and hold harmless any and all Subject +Persons from and against any and all claims, actions and damages +(including, without limitation, court costs, legal fees, accounting fees +and amounts paid in settlement) that are related to or result from the +use of the Network, the Network Content, End-User Content and/or +Developer Content, and/or your violation of these Terms or your +representations and warranties hereunder. You will cooperate as fully as +reasonably required in the defense of any such claim or action. + +Developers are responsible for adhering to applicable law regarding any +End-User Content acquired as a result of the activities of the +application operated by such Developer. + +No party will bear any liability for any loss, damage, cost or expense +that you may suffer or incur as a result of or in connection with +uploading any Developer Content or End-User Content. You hereby +acknowledge and agree that any Developer Content and/or End-User Content +is non-confidential. + +You understand and agree that you are solely responsible for your +End-User Content and/or Developer Content, and the consequences of +sending posting or publishing such End-User Content and/or Developer +Content, on the Network, in any way. + +In the event that, in order to serve as a Guardian, you are required to +present certain information for registration purchases, you hereby +acknowledge that you are providing the Network with such information on +your own free will, for the purpose of becoming eligible to act as a +Guardian on the Network, and that you consent to such information being +stored in accordance with the procedures of the Network, and waive any +and all claims against the Subject Persons relating to such information. +You further acknowledge that since such information may be stored on a +public blockchain network, it may be technically impossible for any +information to be deleted from such network once submitted. + +NO PARTY OTHER THAN THE PARTY POSTING SUCH USER CONTENT TAKES ANY +RESPONSIBILITY OR ASSUMES ANY LIABILITY FOR ANY END-USER CONTENT OR +DEVELOPER CONTENT UPLOADED, POSTED, PUBLISHED AND MADE AVAILABLE BY YOU +OR ANY OTHER USER ON THE NETWORK, OR FOR ANY LOSS OR DAMAGE THERETO, NOR +IS ANY OTHER PARTY LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, +FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER USERS MAY +ENCOUNTER. + +## 5. **Governance, Voting and Procedures of the Network** + +As a decentralized network, the actual existence and performance of the +Network is dependent on the collective actions of various participants +in the Network, including, among others, Guardians and Token Holders. +The Network may not continue to exist and may not perform as expected if +such parties cease their activities on the Network. No one, including +the Subject Persons, can guarantee that such parties will continue to +act or that the Network will continue exist or perform at the expected +level. + +You hereby expressly acknowledge and agree that the Network is governed +by defined voting governance guidelines, as such may be in effect and +amended from time to time in accordance with the then-applicable +governance framework of the Network. + +If you are a Guardian, you hereby expressly acknowledge and agree that +your activities on the Network are subject to the Guardian statement set +forth in Exhibit A hereto, that you will comply with the +provisions of such statement in all respects in your activities on the +Network and that failure to comply with such provisions may result in +penalties in accordance with the then-applicable governance provisions +of the Network. + +Without limiting the foregoing, you hereby acknowledge and agree that: +(i) only Token Holders who are beneficial owners of Orbs Tokens are +permitted to vote or delegate such Orbs Tokens in the course of any +governance or decision-making procedure to which such Orbs Tokens have +participation rights; (ii) any person holding any Orbs Tokens in the +capacity of custodian on behalf of a Token Holder who is not the +beneficial owner of such Orbs Tokens shall not have the right to vote, +delegate or otherwise participate in the governance of the Network, and +shall not take any such action unless expressly instructed to do so by +the Token Holder who is the beneficial owner of such Orbs Tokens; (iii) +no user shall offer nor accept anything of value in exchange for a vote +of any type, except in accordance with any reward system of the Network +that may be in effect from time to time, nor shall any user unduly +influence the vote of another. + +The Network has been designed to provide service cost stability to users +and developers by setting the prices of the computing resources required +for each type of on-demand service available on the Orbs networks at a +certain number of Orbs tokens, which prices have been set forth on the +Orbs Operation Fees document at https://www.orbs.com/pricing/. The +specific prices listed therein are presented in good faith and believed +to be correct at the time of publication, however the model presented +may be changed from time to time during the launch period, including as +the result of ongoing testing of the model and actual results before and +during the launch period. + +The pricing list for computing services on the Orbs network may be +subject to change from time to time, including, without limitation, by +replacing such prices with prices based on an index of prices published +by third party cloud providers or by other methods of pegging +transaction costs on the Orbs network to a dedicated amount of computing +capacity. + +Without limiting the generality of any of the foregoing, changes to the +specific prices listed on the price list may occur at any time during or +after the launch period as a result of adjustments to the pricing model +based on the outcome of testing, adjustments to the pricing model based +on actual results during the launch period, additional experience in the +behavior of the market for dedicated capacity, changes to the +information available from third party cloud service providers, changes +due to unforeseen cost increases or decreased of cloud computing, and +changes initiated by participants in the governance of the Orbs network. + +## 6. **Prohibited Conduct** + +You warrant and agree that, while accessing or using the Network, you +will not: + +- access, use or attempt to access or use another user’s account, + including any private key, public key or wallet address, that you + are not authorized to access or use; + +- interfere with or disrupt the operation of the Network or the + servers or networks that host the Network, or disobey any laws, + regulations, requirements, procedures, or policies of such servers + or networks; + +- engage or attempt to engage in any attack or other malicious + behavior or activity that threatens the integrity of the Network, + including, without limitation, 51% attacks, double-spend attacks, + eclipse attacks, transaction malleability attacks, timejacking, + routing attacks, Sybil attacks, denial of service attacks, or race + condition attacks; + +- create a false identity for the purpose of misleading others or + otherwise impersonate any person or entity or misrepresent your + affiliation with any other person or entity, whether actual or + fictitious, including anyone from the Network, the licensors of + any content hosted on the Network or anyone otherwise affiliated + with the Network; + +- transmit or otherwise make available in connection with the Network + any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any + other computer code, file, or program that may or is intended to + damage or hijack the operation of any hardware, software, or + telecommunications equipment, or any other actually or potentially + harmful, disruptive, or invasive code or component; + +- obtain or attempt to gain unauthorized access to other computer + systems, materials, information or any Network Content available + on or through the Network through any means, including through + means not intentionally made publicly available or provided + through the Network; + +- engage in any unauthorized means of accessing, logging-in or + registering on the Network, or obtaining lists of users or other + information from or through the Network, including, without + limitation, any information residing on any server or database + connected to the Network; + +- use the Network or Network Content in any manner that could + interrupt, damage, disable, overburden or impair the Network, or + interfere with any other party’s use of the Network, including, + without limitation, sending mass unsolicited transactions or + “flooding” servers; + +- use the Network or Network Content in violation of proprietary or + legal rights or rights of any party; + +- use the Network or Network Content in violation of any applicable + law; + +- use the Network if you are a citizen, resident or otherwise located + in a country or region subject to comprehensive sections, + including, but not limited to, the Crimean region of Ukraine, + Cuba, Iran, Lebanon, North Korea, Sudan and Syria; + +- without derogating from the generality of any other provision of + these Terms, use the Network for any type of activity associated + with money laundering or terror financing, or to violate any + provision of the U.S. Foreign Corrupt Practices Act of 1977, as + amended, the UK Bribery Act (2010), Sections 290-297 of the + Israeli Penal Law 1977 (Bribery Transactions), the Israeli + Prohibition on Money Laundering Law, 2000, or any other applicable + anti-corruption or anti bribery legislation; + +- use the Network if you are subject to any investigation by, or has + received a request for information from any governmental body + relating to corruption or bribery under any statute; + +- use the App if you are a resident or citizen of any geographic area + in which governmental authorities have indicated that the purchase + or sale of digital assets such as the Orbs Tokens may be + prohibited by applicable law, decree, regulation, treaty or + administrative act; + +- use the Network or Network Content to publish, post, send, upload, + submit, display or disseminate any information or material and/or + otherwise make available or engage in any conduct that is + libelous, defamatory, abusive, threatening, harmful, offensive, + obscene, tortious or otherwise objectionable; or + +- attempt (or encourage or support anyone else’s attempt) to disable, + bypass, modify, defeat, circumvent, reverse-engineer, decrypt, or + otherwise alter, or interfere with, the Network or the Network + Content, including without limitation any security, digital rights + management or data encryption components limiting access to + Network Content; + +## 7. **Purchases** + +You acknowledge that entering into any transaction electronically +(including without limitation all records relating to such transactions) +constitutes your agreement and intent to be bound by and to pay for such +agreements and transactions. Such transactions may, among other things, +include payments between participants for their activities on the +network, transaction fees paid by Developers to Guardians for providing +computing resources on the network, arrangements between Guardians and +Token Holders with respect to staking, voting and rewards within the +Network’s security, governance and operation mode and arrangements with +respect to fees paid by End Users to Developers. Notwithstanding that +such transactions and other similar transactions may be allowed, +facilitated or encouraged by the design of the Network and components +included in the Network Content, you acknowledge and agree that the +actual entry into any such agreement, transaction or arrangement by any +users of the Network is accomplished as a peer-to-peer transaction +between the parties thereto and is subject to the terms of the agreement +between such parties. You are solely responsible for any disputes you +may have with any Network participant or any other party regarding such +agreements and transactions. THE SUBJECT PERSONS DISCLAIM ALL LIABILITY +RELATED TO ANY DISPUTES BETWEEN, BY AND AMONG YOU AND ANY DEVELOPERS, +END-USERS, GUARDIANS AND/OR TOKEN HOLDERS. + +## 8. **Objectionable Content** + +You may find some Network Content, Developer Content and/or End-User +Content offensive or objectionable. You agree that your use of the +Network, including access to such Network Content, Developer Content +and/or End-User Content, is at your sole risk, and that the Subject +Persons shall have no liability to you for content that may be found to +be offensive or objectionable. Descriptions of Network Content, +Developer Content and End-User Content available on the Network are for +your convenience. + +## 9. **Links to Third-Party Websites** + +The Network may include links to websites of third parties. If you click +on these links, you will leave the Network. Network participants are not +responsible for their content or operation. You should exercise your own +judgment in evaluating and using these websites. When you link to these +websites, you become subject to their terms and conditions of use and +privacy policies. + +## 10. **Notifications concerning Blockchain Technology and Virtual Currency** + +The Network is based on blockchain technology. Furthermore, the Network +requires the use of a virtual currency, the Orbs Tokens, for certain +aspects of its functionality. Without limitation, the Orbs Tokens are +required for Developers to pay transaction fees to Guardians for +providing the services needed to run their applications on the Network. +In addition, participants in the Network’s security, governance and +operations model, including Guardians and Token Holders, may utilize the +Orbs Tokens in order to participate in the model by direct voting or +delegating the vote associated with such Orbs Tokens, and may receive +rewards in the form of Orbs Tokens for such activities, all in +accordance with the then-applicable security governance and operations +model. + +Accordingly, when using this Network, you should be aware of the +following risks associated with virtual currency, including the Orbs +Tokens, and blockchain-based software, including the Network: + +- virtual currency is not legal tender, is not backed by the + government, and accounts and value balances are not subject to + Federal Deposit Insurance Corporation or Securities Investor + Protection Corporation protections or similar laws in any + jurisdiction; + +- legislative and regulatory changes or actions at the state, federal, + or international level may adversely affect the use, transfer, + exchange, and value of virtual currency; + +- transactions in virtual currency are generally irreversible, and, + accordingly, losses due to fraudulent or accidental transactions + may not be recoverable; + +- some virtual currency transactions shall be deemed to be made when + recorded on a “block chain” ledger, which is not necessarily the + date or time that the customer initiates the transaction; + +- the value of virtual currency is derived from the continued + willingness of market participants to exchange fiat currency for + virtual currency, which may result in the potential for permanent + and total loss of value of a particular virtual currency should + the market for that virtual currency disappear; + +- there is no assurance that a person who accepts a virtual currency + as payment today will continue to do so in the future; + +- the volatility and unpredictability of the price of virtual currency + relative to fiat currency may result in significant loss or tax + liability over a short period of time; + +- the nature of virtual currency may lead to an increased risk of + fraud or cyber-attack; + +- the nature of virtual currency means that any technological + difficulties experienced by You may prevent the access or use of a + customer’s virtual currency; + +- the Network is likely to experience scheduled and unscheduled + downtime, interruptions, delays, hard forks, bugs, viruses, and + cyberattacks; + +- the Network may from time to time lack features or functionality + and/or require maintenance, support or other adjustments; + +- the Network rests or relies on open-source software, and there is a + risk that a person introduces weaknesses, bugs, viruses or other + malicious code into the core infrastructural elements of the + Network causing the system to lose or erase all or a portion of + the Orbs Tokens used in connection with the Network; + +- it is possible that the Network will not be used by a large number + of external businesses, individuals, and other organizations and + that there will be limited public interest in the creation and + development of distributed applications. Such a lack of interest + could impact the development of the Network and potential uses of + Orbs Tokens. It is not possible to predict the success of any + development efforts of any party; + +- the actual existence and performance of the Network is dependent on + the collective actions of various participants in the Network, + including, among others, Guardians and Token Holders. It is possible + that the Network may not continue to exist and may not perform as + expected if such parties cease their activities on the Network. No + one, including the Subject Persons, can guarantee that such parties + will continue to act or that the Network will continue exist or + perform at the expected level; + +- you recognize that the Network is under development and may undergo + significant changes over time and you acknowledge that any + expectations regarding the form and functionality of the Network + held by you may not be met upon release of the Network or any + update thereto, for any number of reasons including a change in + the design and implementation plans and execution of the + implementation of the Network; + +- the state of cryptocurrency can advance over time and advances in + code cracking, or technical advances such as the development of + quantum computers, could present risks to the Orbs Tokens and the + Network, which could result in the theft or loss of Orbs Tokens. + To the extent possible, participants in the Network may attempt to + update the protocol underlying the Network to account for any + advances in cryptography and to incorporate additional security + measures, but the future of cryptography cannot be predicted and + there can be no guarantee that any security updates will be made + in a timely or successful manner; + +- as with other cryptocurrencies, the blockchain used for the Network + is susceptible to mining attacks, including but not limited to + double-spend attacks, majority mining power attacks, + “Selfish-mining” attacks or race condition attacks and any + successful attacks present a risk to the Network, expected proper + execution and sequencing of transactions in Orbs Tokens, and + expected proper execution and sequencing of contract computations. + Despite the efforts of participants in the Network, including + Guardians, known or novel mining attacks may be successful. + +- if the Network is rapidly adopted, the demand for Orbs Tokens could + rise dramatically and at a pace that exceeds the rate with which + new Orbs Tokens are released from reserves or otherwise become + available for use. Under such a scenario, the entire Network could + become destabilized, due to the increased cost of running + distributed applications. In turn, this could dampen interest in + the Network and Orbs Tokens. Instability in the demand for Orbs + Tokens may lead to a negative change of the economical parameters + of an Orbs Token-based business which could result in the business + being unable to continue to operate economically or to cease + operation. + +- if the Network is rapidly adopted, the demand for transaction + processing and distributed application computations could rise + dramatically and at a pace that exceeds the rate with which + Guardians can bring online additional computing power. Under such + a scenario, the entire Network could become destabilized, due to + the increased cost of running distributed applications. In turn, + this could dampen interest in the Network and the Orbs Tokens. + Insufficiency of computational resources and an associated rise in + the price of Orbs Tokens could result in businesses being unable + to acquire scarce computational resources to run their + applications. + +- It is possible that alternative which utilize the same open-source + source code and open source protocol underlying the Network could + be established. The Network may compete with these alternative + networks, which could potentially negatively impact the Network + and the Orbs Tokens; and + +- the Network could be impacted in whole or in part by one or more + regulatory or governmental inquiries or actions, which could + impede, limit or restrict the use or transfer of Orbs Tokens or + otherwise result in the complete or partial loss in value of Orbs + Tokens. + +You hereby expressly acknowledge and agree that (i) you are accepting +and using the Network and the Orbs tokens at your sole risk and expense; +(ii) you have an adequate understanding of the risks, usage and +intricacies of cryptographic tokens such as the Orbs tokens and +blockchain-based software such as the Network, including the risks set +forth above; (iii) any and all Subject Persons shall have no +responsibility or liability for the loss, transfer, misappropriation, +theft, use or misuse of any Orbs Tokens, including as utilized in +connection with the Network, or any financial or physical harm or loss +related thereto, and you hereby irrevocably waive any and all rights and +claims with respect thereto and claims with respect thereto, (iv) you +will comply with any and all applicable rules and laws regarding your +use of Orbs Tokens, including in connection with the Network and (vi) +the Subject Persons not endorse or recommend the use of any software or +hardware wallet services and/or market exchanges (including any +over-the-counter market) in connection with any storage, transfer or +other transaction related to Orbs Tokens, all of which may be used at +your sole risk and expense. + +## 11. **Representations and Warranties and Warranty Disclaimers** + +The Network is a peer-to-peer platform with a decentralized, +blockchain-based architecture designed to provide blockchain +infrastructure-as-a-service. As a decentralized platform, the actual +existence and performance of the Network is dependent on the collective +actions of various participants in the Network, including Guardians and +Token Holders. No party, including the Subject Persons, can exert full +control over the operation of the Network or the actual results obtained +from its use. You acknowledge and agree that the control of the Network +is distributed and that accordingly no particular party, including the +Subject Persons, is able to provide warranties or guarantees regarding +the future operations or actual results of any activity on the Network. + +Developers specifically agree that they will not bring any legal actions +against any Guardian operator based on such Guardian operator’s conduct +as a Guardian, and that they will indemnify all Guardian operators from +and against any and all claims brought by the Developer’s End-Users. + +All Guardian operators and Developers agree that they will not bring any +legal actions against the Subject Persons. + +The Network is accessible world-wide. The Network and Network Content +may not be appropriate or authorized for use in all countries, states, +provinces, counties or any other jurisdictions. Your access and use of +the Network may not be legal in your jurisdiction. If you choose to +access, browse or use the Network, you do so on your own initiative and +risk, and you are responsible for compliance with all applicable laws +if, and to the full extent that, such laws and restrictions are +applicable. Any offer for any feature or function made on the Network is +void where prohibited. + +Any information provided on the Network is of a general nature only and +cannot create liability concerning any action that any person may take +based on any information or guidance provided at the Network. + +Some Network Content may be provided by the users of the Network. The +Subject Persons do not obtain or control any rights in, and do not exert +editorial control over, such Network Content. They do not independently +verify the representations and warranties made by the users with respect +to such Network Content. + +The Subject Persons do not guarantee the accuracy, timeliness, +correctness, completeness, performance or fitness for a particular +purpose of the Network or any of Network Content, End-User Content +and/or Developer Content. They are not liable for any errors, omissions, +or inaccurate Network Content, End-User Content and/or Developer +Content. Furthermore, the Subject Persons disclaim: (a) any and all +responsibility or liability for the accuracy, content, completeness, +legality, reliability, or availability or operability of information or +materials displayed on the Services, or the Company website or any of +its subpages; (b) any and all responsibility for the conduct of any user +of the Services; (c) any and all responsibility for any harm resulting +from downloading or accessing any information or material on the +Internet through the Service, the Company website or any of its +subpages; (d) any and all responsibility for any financial gains, losses +or tax consequences associated with the your use of the Services and the +associated cryptocurrency. + +THE NETWORK AND ITS CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” +WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, +WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING +SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE +AVAILABILITY, ACCURACY OR USEFULNESS OF THE NETWORK AND ITS CONTENT AND +ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS +FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, WHICH ARE EXCLUDED +FROM THESE TERMS TO THE EXTENT THAT THEY MAY BE EXCLUDED AS A MATTER OF +LAW. NO PARTY WARRANTS THAT THE NETWORK OR ITS CONTENT WILL BE TIMELY, +SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, +FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS, OR +DEFECTS. YOU USE THE NETWORK AT YOUR OWN RISK. YOU ARE SOLELY +RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND VIRUS CHECKS +(INCLUDING ANTI-VIRUS AND OTHER SECURITY CHECKS) TO SATISFY YOUR +PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND +OUTPUT. THERE IS NO WARRANTY THAT THE NETWORK WILL MEET USERS’ OR +DEVELOPER’S REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER +ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE NETWORK SHALL CREATE ANY +WARRANTY NOT EXPRESSLY MADE HEREIN. + +Some jurisdictions do not allow the disclaimer of implied warranties, so +the foregoing disclaimers may not apply to you. + +YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR +DISSATISFACTION WITH THE NETWORK IS TO DISCONTINUE ALL USE OF THE +NETWORK. + +## 12. **Limitation of Liability** + +EXCEPT AS SET FORTH HEREIN, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT +LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR +ARISING UNDER ANY OTHER LEGAL OR EQUITABLE THEORY WILL THE SUBJECT +PERSONS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED +TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL +DAMAGES THAT ARISE OUT OF OR IN CONNECTION WITH THE USE OF THE NETWORK +OR THE ORBS TOKENS OR WITH THE DELAY OR INABILITY TO USE THE NETWORK, +THE ORBS TOKENS OR NETWORK CONTENT, OR FOR ANY INFORMATION, SOFTWARE +APPLICATIONS, PRODUCTS OR SERVICES OBTAINED THROUGH THE NETWORK, OR FROM +THE FAILURE OF THE NETWORK TO PERFORM AS DESCRIBED OR EXPECTED, OR FROM +THE FAILURE OF THE SUBJECT PARTIES TO PERFORM UNDER THESE TERMS OR +OTHERWISE ARISING OUT OF THE USE OF THE NETWORK, EVEN IF ADVISED OF THE +POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE +EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL +DAMAGES, THOSE ASPECTS OF THE HEREIN LIMITATION MAY NOT APPLY TO YOU, IN +WHICH CASE LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY +LAW. + +IN NO EVENT SHALL THE SUBJECT PERSONS BE LIABLE FOR, OR IN CONNECTION +WITH, ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON +BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE NETWORK (INCLUDING, +WITHOUT LIMITATION, ANY OF YOUR END-USER CONTENT AND/OR DEVELOPER +CONTENT). IN NO EVENT SHALL SUCH ENTITIES’ OR PERSONS’ TOTAL LIABILITY +TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED, IN THE +AGGREGATE, ONE HUNDRED U.S. DOLLARS (US$100). + +## 13. **Indemnification** + +You agree to hold harmless and indemnify the Subject Persons from and +against any action, cause claim, suit, judgment, damage (actual and +consequential), debt, demand, expense or liability (including reasonable +costs and attorney’s fees) of every kind and nature, asserted by any +person, arising from or in any way related to your use of the Network or +the Orbs Tokens. + +## 14. **No Relationship** + +There is no agency, partnership, joint venture, employee-employer or +franchisor-franchisee relationship between you and the Subject Persons +or between them and any other user of the Network. You acknowledge that +by submitting End-User Content or Developer Content, no confidential, +fiduciary, contractually implied or other relationship is created +between you and the Subject Persons other than pursuant to these Terms. + +## 15. **Taxes** + +You hereby acknowledge and agree that you are responsible for all tax +consequences of any transaction or activity you undertake on the +Network, any provision or receipt of the Services, and/or any reward or +other value received in connection therewith. You are solely responsible +for determining whether or not to use the Network or to receive or +provide any Services and you acknowledge that the Services may be +subject to export restrictions and economic sanctions imposed by law. To +the extent that the Subject Persons is a party to any transaction on the +Network, you acknowledge and agree that the Subject Persons may withhold +any tax or other amounts required by applicable law from any payment or +consideration payable as a result of such transaction. You agree to +indemnify and hold harmless the Subject Persons, or any of them, from +any taxes imposed against the Subject Persons as a result of your +activities on the Network, any loss, liability or cost which such +Subject Persons determines will or has been incurred as a result of any +taxes resulting from your activities on the Network, or any proceeding +brought against the Subject Parties by any governmental authority in +connection with any taxes resulting from your activities on the Network. + +## 16. **Assignment** + +Your agreement to these Terms is personal to you and you may not +transfer or assign it to any third party. + +## 17. **Entire Agreement** + +YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND +AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. + +These Terms shall be deemed to include all other notices, policies, +disclaimers and other terms and conditions contained in the Network and +Network Content. These Terms constitute the entire agreement among the +Network participants and supersede all prior or contemporaneous +communications and proposals, whether electronic, oral or written, +between you and other Network participants, with respect to your use of +the Network and all matters relating to your access to, and/or use of, +the Network and Network Content. A printed version of these Terms and of +any notice given in electronic form shall be admissible in any and all +judicial or administrative proceedings based upon or relating to these +Terms to the same extent as other business documents and records +originally generated and maintained in printed form. + +These Terms are subject to change from time to time in accordance with +the then-applicable governance procedures of the Network. + +Any dispute to which the Subject Persons are a party arising out of or +related to the Network will be brought in, and you hereby consent to +exclusive jurisdiction and venue of, the competent courts of the +Tel-Aviv-Jaffa District, Israel, provided, however, that nothing herein +shall be deemed to preclude the Subject Persons from bringing any suit, +enforcing any right or taking other legal action in your local +jurisdiction. You agree to waive all defenses of lack of personal +jurisdiction and forum non-convenience and agree that process may be +served in a manner authorized by applicable law or court rule. + +If any part of these Terms is determined to be invalid or unenforceable +under applicable law including, without limitation, the warranty +disclaimers and liability limitations stated herein, then the invalid or +unenforceable provision(s) will be deemed superseded by a valid, +enforceable provision that most closely matches the intent of the +original provision, and the remainder of these Terms shall continue in +full effect. + +As part of these Terms, all Developers and any other participant who +facilitates the use of the Network, directly or indirectly, by any End +User, shall undertake to ensure that such End-User enters into an +agreement or other arrangement which governs the relationship between +the Developer or other participant and such the End User regarding the +Network and obligates such End-User to be subject to these Terms.  Such +Developer or other participant is solely responsible for the +effectiveness of such arrangement with the applicable End Users.  + +# Exhibit A + +## Declaration of Guardians + +In registering to become eligible to serve as a Guardian and operate a +validator node on the Orbs Network, I \[we\] hereby declare to all other +participants in the Orbs Network, that for so long as I serve as a +Guardian I \[we\] will be committed to the security, governance and +operation procedures of the Orbs network. + +- Model. I am familiar with the roles of different agents + active in the Orbs network –Guardians and Delegators – as described + at https://www.orbs.com/orbs-pos-universe/ (the “Model”) + and the responsibilities of each role and the procedures connected + with each role. I accept the principles of the Model and intend to + cooperate with the other participants in the Orbs Network in + accordance with the Model. + +- Protocol and the Terms of Use. I am \[we are\] familiar with + the protocol specifications contained in the GitHub repository + located at https://github.com/orbs-network/orbs-network-go as may be + in effect from time to time (the “**Orbs Protocol**”). I \[we\] + intend to operate an Orbs Guardian node to ensure that the rules of + the Orbs Protocol are followed with respect to all transactions on + the Orbs network. I \[we\] further agree to comply with the Orbs + Network Terms of Use located at + https://github.com/orbs-network/orbs-network-go/blob/master/NETWORK-TOU.md, + as may be in effect from time to time, in all respects. + +- Participation: I \[we\] will participate in the Orbs Protocol + for each virtual chain then operating on the Orbs Network by + proposing blocks and confirming them according to the Orbs Protocol + as then in effect. + +- Computational Resources. I \[we\] will dedicate the required + amount of computational resources to operate such virtual chains. + +- Virtual Chains. I \[we\] will assist in the creation of + virtual chains to support fee-paying applications interested in + running on Orbs. + +- Non-Discrimination. I \[we\] will enforce the rules of the + Orbs Protocol equally to all users, domains and transactions. My + \[our\] validation services shall not discriminate between + transactions or blocks based on any parameter that is not relevant + to the operation of each virtual chain or for any reason that is + extraneous to the Orbs Protocol. + +- Uptime/Liveness. I \[we\] will ensure that my \[our\] + Guardian node will be available 99.9% of the time, provided that I + \[we\] shall be permitted to have planned downtime of up to 5 hours + per month. To the best of my \[our\] abilities, planned maintenance + will be coordinated with other Guardians to minimize the impact of + such downtime. + +- Connectivity. I \[we\] will provision resources to ensure + proper bandwidth and low latency of connectivity with other nodes + and will maintain the required communication routes, ports and + endpoints. + +- Upgrade Process. I \[we\] will participate in the protocol + upgrade process by diligently reviewing all proposed upgrades and + confirming or rejecting such upgrades according to the best + interests of the Orbs Network and all participants therein. + +- Updated Protocol. I  \[we\] will run software that complies + with the most recent version of the Orbs Protocol, as accepted under + the then-applicable governance procedures of the Orbs Network. + +- Security Upgrades. I \[we\] will address all critical and + security upgrades in an immediate fashion, providing the necessary + resources to ensure the security of the Orbs Network. + +- Security Best Practices.  I am \[we are\] aware of the + security implications of operating a Guardian node on the Orbs + Network, including physical security, private keys and credentials + storage and use cloud services security, server, operating system + and application hardening and intend to act in a manner consistent + with industry best practices to ensure the secure operation of the + Guardian node. + +- Rewards. I am \[we are\] familiar with the terms of the Orbs + Universe Reward Plan as may be in effect from time to time (the + “Reward Plan”) and accept and am \[are\] willing to + participate and be eligible for the Guardian rewards as set forth in + the Plan in accordance with the terms thereof. + +- Terms: I \[we\] acknowledge and agree that all use of, access + to and activities on the Network are subject to the Orbs Network + Terms of Use, as may be in effect from time to time. + +- Liability. I \[we\] acknowledge and agree to the limitations + of the liability of any and all entities and persons who created + and/or initially distributed Orbs Tokens or were otherwise involved + in the creation of the Orbs Network that are set forth in the Orbs + Network Terms of use. I \[we\] acknowledge and agree the terms of + liability set forth in the Orbs Network Terms of Use. + +- Non-Derogation. I will not take any malicious action, whether + on the Network or outside of it and will not disparage the Orbs + Network or the other parties participating in the Orbs Network in + good faith.