Ault Blockchain Node License Terms & Conditions

1.

Purchase or acquisition of an Ault Blockchain Node makes You eligible to join and participate in the DAO, subject to completing other requirements as set forth in the Constitution (e.g. successful completion of KYC, account creation, agreement to the Ault Node Acknowledgements, etc.). You agree that You have carefully read the applicable Risk Disclosures and Acknowledgments, and, if desired, the DAO Constitution. If You do not agree with any of the DAO's terms, policies, or acknowledgments, You should not purchase an Ault Blockchain Node. You acknowledge and agree that the DAO has not made any representations of earnings or income projections to You in any form. You acknowledge and agree that becoming a Node Licensee and participating in the DAO does not constitute an investment contract or security, and You are not relying on the DAO or Ault DAO for any success or return on investment of any kind.

2.

The Node License granted under these T&Cs is perpetual unless terminated pursuant to the revocation parameters set forth in the Constitution.

3.

You shall be an independent contractor, and not an employee, representative, officer, director or agent of the DAO. Nothing contained herein shall be construed or applied to create a partnership, joint venture, legal representative, or franchise between the DAO, Ault DAO, and You or authorize Node Licensee to represent or bind the DAO or Ault DAO under any terms, agreements or liabilities. Neither party shall be the legal representative or agent of the other party, and neither party may create or assume any liability or obligation of any kind, express or implied, against or in the name of or on behalf of the other party for any purpose whatsoever. You understand that You shall not be treated as an employee of the DAO or Ault DAO for federal or state tax purposes.

4.

It may become necessary for You to use, review, and handle Confidential Information of the DAO, Ault DAO or other third parties. "Confidential Information" means any information, in any form or medium, whether marked confidential or not, disclosed by the DAO or Ault DAO to You, including, but not limited to, the terms of these T&Cs, proprietary information, development tools, products, protocols, standards, manuals, services, business plans, customer lists, know-how, trade secrets, intellectual property rights, technical specifications, source code, object code, screen displays, designs, flowcharts, drawings, processes, algorithms, software DAOs, databases, marketing plans, articles, strategic direction, price lists, financial information or projections, notes, memoranda, extracts, summaries, reports, and/or analysis, including any and all derivative works of the aforementioned.

Confidential Information shall not include information that is: publicly known, or subsequently becomes publicly known, other than by breach of this or another agreement or lawfully disclosed by a third party on a non-confidential basis to You, provided that the third party did not directly or indirectly receive the item from the DAO or Ault DAO. You acknowledge that all Confidential Information is and shall continue to be the exclusive property of the DAO or Ault DAO as the case may be. You agree to hold all Confidential Information received from DAO or Ault DAO in trust and confidence and agree that such information shall be used only for the purposes of these T&Cs.

5.

The DAO has a no tolerance policy for any misleading conduct, unethical or unlawful acts, and the DAO reserves the right to terminate membership in the DAO pursuant to the terms of the Constitution. You agree that the DAO may deduct, withhold, setoff, or charge to any form of payment or reward any amounts owed to Ault DAO by Node Licensee. At all times, You shall not (a) operate Your Node or participate in the DAO in a manner that reflects unfavorably on the DAO's goodwill and reputation; (b) use deceptive, misleading, illegal, discriminatory, and unethical practices in connection with Your Node operation or participation in the DAO; (c) make false or misleading representations with regard to the DAO or Seller; (d) make false, misleading or inaccurate claims about any compensation or income derived from the DAO; (e) use, publish or deploy materials or Intellectual Property without the prior written consent of the DAO; (f) reverse engineer, decompile, disassemble, or modify the Node technology; (g) represent, warrant or guaranty to any user or prospective user concerning the Nodes, Blockchain, or DAO that are inconsistent with or in addition to those approved in advance by the DAO; (h) manipulate the DAO, Your Node, or the Blockchain to earn digital rewards from misuse of Your Node; or (i) violate any terms, conditions or obligations set forth herein.

6.

You understand that these T&Cs may be amended only by Ault DAO or its authorized representative. The T&Cs may be amended at any time. Amendments become binding once posted, and You agree to abide by all such changes. A reference to Ault DAO herein also includes, as appropriate, a reference to the decentralized community of Ault Nodes and Node owners. Notification of changes shall be posted via email, on the Ault DAO's (or its licensee's) website, or such other method of communication as Ault DAO shall reasonably employ. Changes shall become effective immediately, but any changes shall not apply retroactively to conduct that occurred prior to the effective date of the change.

7.

An individual or entity can only own Nodes through one Node Licensee designation. For example, if an individual has a Node License, then he or she cannot also have a DAO or LLC that has a separate Node License designation. If an entity, tax exempt entity, trust, or the like, is owned, managed, or controlled by an individual, the same cannot have a separate Node Licensee designation. If any member, officer, or agent of a Node Licensee's entity violates any terms set forth herein, such activity will be deemed a violation by You and the DAO may expel You from the DAO pursuant to the Constitution.

8.

To the fullest extent permitted by law, Node Licensee releases Ault DAO and shall fully protect, defend, indemnify and hold harmless the DAO, its managers, members, partners, employees, officers, agents and representatives, from and against any and all claims that relate to, concern or arise out of these T&Cs, the Node(s), and the DAO.

9.

10.

Ault DAO shall not be liable to Node Licensee for any indirect, incidental, consequential, punitive, reliance, special or exemplary damages, including without limitation, loss of business, lost profits, lost revenues, or increased cost of operations, based on any theory of liability, including without limitation, breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if Node Licensee or its representatives has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. Furthermore, Ault DAO's total liability shall be limited to the purchase price actually paid by the Node Licensee for the Node License.

11.

Any claim or dispute between You and Ault DAO shall be governed by Wyoming law in the courts of New York. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY "CLASS ACTION WAIVER"). CUSTOMER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

12.

If any provision of these T&Cs are held to be invalid, illegal, or unenforceable under any applicable law or rule, the validity, legality, and enforceability of the other provisions will not be affected or impaired thereby.

13.

If Node Licensee wishes to bring an action against Ault DAO for any act or omission relating to or arising from the sale of the Node(s), such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims against Ault DAO for such act or omission. You waive all claims that any other statute of limitations applies.

14.

You authorize Ault DAO to use Your name, photograph, personal story and/or likeness in any advertising or promotional materials, and You expressly waive all claims for remuneration for such use.

15.

You acknowledge and understand that the copyrights, patents, trade secrets, trademarks, and other intellectual property, including derivatives and rights thereof, belonging to Ault DAO are and shall remain the sole and exclusive property of Ault DAO. Nothing in these T&Cs assigns or transfers to You any ownership or exclusive rights to any intellectual property or Confidential Information belonging to Ault DAO. You acknowledge that a breach of the Governing Documents would cause irreparable harm to Ault DAO and that could not be adequately compensated by damages alone.

16. Daily Node Rewards

When a Node is online and correctly configured, the Ault Blockchain protocol credits the Node Licensee with variable daily rewards denominated in AULT tokens. Rewards are algorithmic, not guaranteed, and cease immediately when the Node is offline or slashed. Changes to the reward system can occur through the process set forth in the Constitution. Additional digital asset rewards may be earned through the distribution mechanism approved by Ault DAO and/or the DAO.

17. Node Supply & Dilution

A maximum of 1,000,000 Node Licenses will ever exist. Ault DAO's assignee will retain 500,000 Nodes that will participate in Daily Node Rewards from inception, diluting individual reward share from the other 500,000.

18.

You shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions implemented by the Office of Foreign Assets Control and the European Union's Common Foreign and Security Policy (collectively, "Trade Sanctions Laws").

19.

You Acknowledge that Your activities in the DAO or in purchasing a Node or Nodes may be subject to United States and other anti-bribery and corruption legislation around the world (including without limitations, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act). You warrant that You have not and undertake and agree that You shall not, in connection with these T&Cs, make or promise to make any payment or transfer of anything of value, directly, or indirectly, to any governmental official, political party, or other prohibited recipients.

20.

You represent and warrant that: (1) nothing prevents You from acknowledging these T&Cs or becoming a Node Licensee; (2) You are not (or have not been at any time) the subject or target of a civil or criminal governmental or regulatory investigation in any jurisdiction; or (3) You have not been convicted, found guilty, entered into a plea arrangement (or other settlement agreement), had a judgement entered against You, or the like, in any criminal proceeding in any jurisdiction.

21.

In the event these T&Cs are translated, the English language version shall govern in the event of a conflict or inconsistency.

22.

The Governing Documents set out all the terms agreed between the parties and supersedes all other oral or written agreements between the parties. In connection with becoming a Node Licensee, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly set forth herein, the Governing Documents. In the event of conflict, the hierarchy is: (i) the Acknowledgements; (ii) these T&Cs; (iii) the DAO Constitution, and (iv) Privacy Policy and Policies & Procedures.

23. Node License Assignability

Node Licenses are non-transferable for at least twenty-four (24) months from the time of delivery, subject to a Seller-initiated and Node owner-approved transfer which may occur on a case-by-case basis. Secondary market sales will be strictly prohibited for twenty-four (24) months. Thereafter, Node Licenses shall only be transferable pursuant to the terms and conditions published by Ault DAO.

24. Refunds and Node License Revocation

Node sales are final. Node licenses may only be revoked upon (i) a credit card charge-back or (ii) for nodes granted in exchange for non-monetary value (and not purchased for fiat or cryptocurrency), pursuant to a valid DAO vote.

25. Additional Disclaimers and Risk Allocation

These Disclaimers supplement, and do not limit, the Acknowledgments required to be signed by each Node purchaser.