Governance
PREAMBLE
1. ADOPTION APPLICABILITY AND ENFORCEMENT
1.1. ADOPTION
1.2. APPLICABILITY & JOINDER
1.3. NO INVESTMENT INTENT
1.4. ENFORCEMENT & REMEDIES
2. INTERPRETATION
2.1. DEFINITIONS
2.2. OTHER INTERPRETATION
3. PARTICIPATION
3.1. RISKS OF PARTICIPATION
3.2 REGULATORY UNCERTAINTY
3.3 NO INTEREST IN FOUNDATION
4. PROMOTION AND FACILITATION OF BEAMABLE NETWORK INITIATIVES
4.1 MINISTERIAL DUTIES
4.2. NO PERFORMANCE GUARANTEE
4.3. FOUNDATION INITIATIVE
4.4. FOUNDATION GOVERNANCE
4.5. CARRYING OUT PROPOSALS
4.6. SUSTAINABILITY ALLOCATION
4.7. GOVERNANCY DOCUMENTS
4.8. ASSIGNMENT
4.9. FOUNDATION DISCRETION
5. PROPOSAL PROCESS
5.1. FORUM FOR PROPOSALS
5.2. ELIGIBILITY FOR PROPOSAL SUBMISSION
5.3. CONTENT OF PROPOSALS
5.4. COMMENTING PERIOD
5.5. TIME FOR VOTING ON PROPOSALS
5.6. EMERGENCY PROPOSALS
5.7. QUORUM
5.8. VOTES TO RECEIVE ASSENT
5.9. NOTICE OF ASSENT
6. PROJECT COMMITTEES
6.1. MANDATE
6.2. GENERAL POWERS
6.3. DISCLAIMER OF LIABILITY
6.4. NUMBER; TERM OF OFFICE
6.5. NEWLY CREATED POSITIONS AND VACANCIES
6.6. RESIGNATION
6.7. APPOINTMENT & REMOVAL
6.8. FEES AND EXPENSES
6.9. REGULAR MEETINGS
7. CONFLICT
7.1. CONFLICTS WITH ON-CHAIN
7.2. CONFLICT WITH OTHER INSTRUMENTS
8. AMENDMENT & REPEAL
8.1. AMENDMENT & REPEAL OF GOVERNANCE PROCEDURES
8.2. REPEAL OF PREVIOUS INSTRUMENTS
9. DISPUTE RESOLUTION
9.1. GOVERNING LAW
10. DISCLAIMER AND NO GUARANTEES
10.1. TECHNOLOGY & OPERATIONAL RISKS
10.2. NO GUARANTEES
10.3. REGULATORY UNCERTAINTY
10.4. NO RELIANCE
10.5. NO LIABILITY
PREAMBLE
Please read these Governance Procedures carefully, as the terms define your rights and responsibilities for participation, interaction, governance, and use of the Beamable Network.
As a $BMB holder, you accept the terms set out herein and you agree to act in good faith, observe and be bound by these Governance Procedures, which forms an agreement between you and anyone else that participates in the Beamable Network.
This is a legal governance document. It is not meant to be a mission statement or comprehensive description of the Beamable Network. For more information, please refer to the Beamable Network Whitepaper, which is provided for information purposes only, with these Governance Procedures prevailing in the event of any conflicts.
The Beamable Network is powered by smart contracts run on a blockchain as chosen by the Foundation from time to time. The Foundation controls and directly or indirectly owns critical smart contracts used in the Beamable Network.
1. ADOPTION APPLICABILITY AND ENFORCEMENT
1.1 ADOPTION
The Founding Member, for good and valuable consideration, the sufficiency of which it acknowledges and certifies having spent and contributed to the founding of the Beamable Network, on this 12th day of June, 2025, hereby adopts these Governance Procedures and proclaims this agreement in force and effective and agrees to henceforth be bound by it in respect of the Founding Member’s conduct and dealings with and in relation to all present and future $BMB Holders.
1.2 APPLICABILITY & JOINDER
These Governance Procedures shall apply to all $BMB Holders and govern the conduct amongst all persons interacting within the Beamable Network. Any party by its possession of $BMB agrees to join as a party to these Governance Procedures, agrees to be bound by the terms herein, and acknowledges the receipt and sufficiency of consideration for so doing. For the avoidance of doubt, possession of $BMB Tokens does not create any partnership, agency, or joint venture among Token Holders, the Foundation, any affiliate or affiliated service provider including, without limitation, any contributor to the development of the Foundation.
1.3 NO INVESTMENT INTENT
By possessing $BMB Tokens or $BMB Yield Tokens, you acknowledge and agree that such Tokens are acquired solely for governance and utility purposes within the BMB Network. You further acknowledge that holding $BMB Tokens or $BMB Yield Tokens does not constitute an investment contract, security, or any instrument intended for speculative or profit-seeking purposes.
1.4 ENFORCEMENT & REMEDIES
The Foundation shall have the power to enforce these Governance Procedures, including but not limited to suspending or revoking a Token Holder’s ability to propose or vote through the Governance Dashboard and taking any other measures permitted by applicable law or these Governance Procedures. Such enforcement does not imply the Foundation is liable for or guarantees performance of any on-chain functions, which are determined by the underlying blockchain protocols. Notwithstanding anything herein, the Foundation may decline to implement or enforce any Proposal that the Foundation, in its reasonable discretion, believes (a) violates applicable law, (b) is impracticable, or (c) could subject the Foundation, its stakeholders, affiliates, affiliated service providers, and contributors, or Token Holders to undue legal or regulatory liability.
2. INTERPRETATION
2.1 DEFINITIONS
In these Governance Procedures, unless the context otherwise requires:
“$BMB”, “$BMB Token”, or “Token” means the native token of the Beamable Network, being a transferable token with the contract address to be announced by the Foundation. $BMB is used for staking and the governance of the Beamable Network to ensure decentralized, distributed decision making takes place in the best interests of the Beamable Network as a body of members and not only one participant.
“$BMB Holder” or “Token Holder” means any person owning any number of $BMB Tokens or $BMB Yield Tokens.
“$BMB Yield Tokens”, means $veBMB tokens acquired through staking the main $BMB Token into a designated governance contract.
"appoint" includes “elect” and vice versa.
“Authorized Token Supply” means 1,000,000,000 $BMB, or as otherwise determined by Notice of Assent from time to time.
"Constitution" means the Memorandum of Association and the Articles of Association of the Foundation, as amended,
“entity” means a corporation, a partnership, a trust, a joint venture or an unincorporated association or organization.
“Foundation” means the Beamable Foundation, an Exempted Limited Guarantee Foundation Company incorporated in the Cayman Islands with Limited Liability.
“Force Majeure Event” means any event or circumstance beyond the reasonable control of the Foundation, including acts of God, flood, fire, earthquake, pandemic, war, terrorism, civil unrest, governmental action or order, changes in applicable law, power or internet outages, or major blockchain or cryptographic breaches that materially affect the Beamable Network or the Tokens.
“Founding Member” means the Foundation.
“Governance Dashboard” means the application chosen by the Founding Member, and accessible to the Token Holders for voting on Proposals.
“Initiatives” means those set out in Section 4.3 of these Governance Procedures.
“Beamable Network” means the decentralized network developed to facilitate provisioning and scaling of containerized compute, microservices and other services needed by online game developers, but may grow to include other generalized, decentralized compute capabilities over time.
“Network Governance Documents” means the following documents created to promote the adoption and enhancement of the Beamable Network, as amended from time to time in accordance with these Governance Procedures:
Beamable Network Proposal Guidelines;
Beamable Network Community Guidelines;
Beamable Network Subcommittee Guidelines; and
Beamable Network Grant Guidelines.
“Notice of Assent” means notice of a successful Proposal duly passed under the terms of these Governance Procedures.
“Outstanding Token Supply” means all those $BMB which are in circulation at any given time, adjusted for burned or otherwise destroyed Tokens.
“person” means any individual or entity.
“Proposal” means a proposal put forward in accordance with these Governance Procedures.
“Whitepaper” means the Beamable Network Whitepaper published at docs.beamable.network, as may be updated from time to time.
2.2 OTHER INTERPRETATION
For the purposes of these Governance Procedures, (a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to these Governance Procedures as a whole; (d) whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate; and I whenever the masculine is used herein, the same shall include the feminine, and whenever the feminine is used herein, the same shall include the masculine, where appropriate. Unless the context otherwise requires, references herein: (x) to Sections mean the Sections of these Governance Procedures; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute or laws, means such statute or laws as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.
3. PARTICIPATION
3.1 RISKS OF PARTICIPATION
Each Token Holder understands and acknowledges, and, as applicable, represents, warrants, and covenants:
a. The Foundation is governed by the Constitution;
b. There is no applicable law preventing Token Holder from being legally bound by these Governance Procedures;
c. At all times during participation on or interaction with the Beamable Network Token Holder will comply with applicable laws, including but not limited to anti-corruption laws;
d. Token Holder shall be solely responsible to comply with all applicable tax laws, including making all applicable payments and remittances thereunder;
e. Blockchain technology, smart contracts and distributed-ledger technology in general is untested and outside anyone’s exclusive control, and adverse changes in market forces or the technology, broadly construed, may materially adversely affect the performance of the Beamable Network and the value of the Tokens;
f. The risks associated with the use of blockchain, the Tokens, and the Beamable Network, may include but are not limited to risks associated with:
i) Layer 1 blockchain functionality;
ii) Unfavorable regulatory action in one or more jurisdictions against the Foundation, any entity affiliated with the Foundation, or Token Holders;
iii) Theft and hacking of digital assets;
iv) Security weakness and bugs that may present in the Beamable Network components;
v) Weaknesses or exploitable breakthroughs in the field of cryptography;
vi) Uncertainty in the tax treatment of digital assets such as the $BMB Tokens;
vii) Risk of permanent and irrecoverable loss of digital assets, private keys, and credentials;
viii) Insufficient participation in the Beamable Network; and
ix) Unanticipated risks including a Force Majeure Event.
3.2 REGULATORY UNCERTAINTY
Legal and regulatory developments could materially impact the Beamable Network or the Tokens, including the possibility of restrictions on the use, transfer, or exchange of digital assets.
3.3 NO INTEREST IN FOUNDATION
Token Holders are not beneficiaries of the Foundation, have no interest or membership in the Foundation nor any other legal entity associated with the Beamable Network. For the avoidance of doubt, the Foundation does not owe any fiduciary duties (whether as a trustee, agent, or otherwise) to Token Holders, and Token Holders shall have no right to claim such duties.
4. PROMOTION AND FACILITATION OF BEAMABLE NETWORK INITIATIVES
4.1 MINISTERIAL DUTIES
The Foundation shall be responsible for promoting and facilitating the Initiatives (as defined in Section 4.3) by taking or approving the following actions on behalf of the Beamable Network:
a) Maintaining and publishing governance records related to the Beamable Network;
b) Overseeing issuances and distribution of the $BMB Tokens in accordance with the terms herein and the Whitepaper, which supply is not to exceed the Authorized Token Supply;
c) Facilitating implementation of successful Proposals;
d) Maintaining any licenses, registrations, and service agreements deemed necessary to operate the Beamable Network;
e) Entering, maintaining, or terminating agreements to support the Initiatives, provided new agreements in excess of USD 1,000,000 in any year, shall be authorized by Proposal;
f) Engaging or compensating third-party service providers as necessary for the operation, maintenance, or development of the Beamable Network.
g) Authorizing the performance of ongoing maintenance or improvement of the Beamable Network;
h) Supporting committees, sub-committees, and other groups established by the Token Holders for the benefit of the Beamable Network
i) Any such other duties as directed by Proposal or authorized by the Constitution; and ol999
j) Any other acts or things the Foundation, acting reasonably and in good faith in accordance with the Constitution, deems prudent and in the interests of the Beamable Network.
4.2 NO PERFORMANCE GUARANTEE
The Foundation undertakes the above ministerial duties on a best-efforts basis and does not guarantee the success, performance, or continued operation of the Beamable Network, nor any ongoing maintenance or improvement beyond what is reasonably practicable.
4.3 FOUNDATION INITIATIVES
The purpose of the Foundation is to promote the widespread adoption of Web3 technologies in connection with the Beamable Network. As such, the Foundation should promote the following Initiatives:
a) The use of features and smart contracts permitting utility, governance, and voting on the Beamable Network;
b) The use of standards for decentralized transactions among a broad, unaffiliated, dispersed community of rights holders on the Beamable Network;
c) The use of open-source developer tools that enable integrations among third parties on the Beamable Network; and
d) The use of transparent standards for the Beamable Network.
4.4 FOUNDATION GOVERNANCE
The Foundation is a Foundation Company Limited by Guarantee, incorporated in the Cayman Islands. Foundation companies are nonprofits. The Beamable Foundation has no shareholders and cannot pay out dividends to its directors or members.
4.5 CARRYING OUT PROPOSALS
Subject to applicable law and feasibility, the Foundation shall do all things necessary to carry out and implement Proposals passed hereunder. However, the Foundation shall not be deemed a mandatory agent of Token Holders and retains discretion to decline or delay implementation of any Proposal if it is unlawful or commercially unworkable.
4.6 SUSTAINABILITY ALLOCATION
The Foundation will initially retain ownership of an allocation, as described in the $BMB White Paper, of $BMB Tokens to promote the Initiatives. This allocation of $BMB Tokens will be allocated over time at the sole discretion of the Foundation. For more information regarding token allocations, please review the Whitepaper.
4.7 GOVERNANCE DOCUMENTS
a) The Foundation may from time to time publish, adopt, amend, or revoke one or more Network Governance Documents, including but not limited to:
i) Proposal Guidelines;
ii) Community Guidelines;
iii) Subcommittee Guidelines; and
iv) Grant Guidelines.
b) These Network Governance Documents are created to promote the adoption, maintenance, and enhancement of the Beamable Network, and may be amended or repealed in one of two ways:
c) Foundation Action: The Foundation, acting in good faith under these Governance Procedures, may unilaterally amend, supplement, or repeal any Network Governance Document it initially published, if such changes do not conflict with these Governance Procedures or the Constitution; or
d) Community Proposal: Any Token Holder may submit a Proposal (in accordance with Section 5 of these Governance Procedures) to amend, revoke, or replace any Network Governance Document in whole or in part. If such Proposal receives the requisite votes and assent, the Foundation shall implement the approved changes as soon as reasonably practicable.
e) In the event of any conflict between a Network Governance Document and these Governance Procedures (or the Constitution, where applicable), the Governance Procedures (or the Constitution) shall prevail. All Network Governance Documents are subordinate to these Governance Procedures.
4.8 ASSIGNMENT
The Foundation may, in its discretion, assign its rights and obligations under these Governance Procedures, in whole or in part, to another person as long as such person is capable of discharging the duties required by the Foundation under these Governance Procedures. Any such assignment shall not relieve the Foundation of liability for any obligations or liabilities accrued before the effective date of assignment, unless otherwise agreed by a Proposal or required by law.
4.9 FOUNDATION DISCRETION
The foundation may override or refuse to implement any network decision that endangers regulatory compliance, the Foundation’s legal status and certifications, the Foundation’s objects, or imposes unreasonable risk.
5. PROPOSAL PROCESS
Council Oversight
Initially, a council (the “Council”) shall be established and granted exclusive authority to review, block, or override any Proposal submitted through the Governance Dashboard. No Proposal shall advance to a vote unless the Council first approves such Proposal.
Eligibility for Proposal Submission
Only holders of $BMB Yield Tokens, acquired through staking the main $BMB Token into a designated staking contract, shall be eligible to vote on any Proposal approved by the Council. Holding the $BMB Token alone does not confer voting rights. Eligibility to propose Proposals may remain broader, as determined by the Council
Carrying Out Proposals
The Foundation shall be responsible for interpreting, implementing, and executing all Proposals that have received Council approval and have been voted on and passed by eligible $BMB Yield Token Holders. The Foundation shall retain discretion not to implement any Proposal where such implementation is unlawful, impracticable, or would subject the Foundation or its contributors to undue legal or regulatory risk.
Council Composition and Evolution
The Council shall be composed of members of the core development team of the Beamable Network. The Governance Procedures shall be subject to future amendment, through Proposal and adoption by the community, to provide for a phased transition of governance powers from the Council to the community of $BMB Yield Token Holders. The intent is that over time, the Council's powers will diminish, and full governance control will ultimately rest with the token holder community, in pursuit of a fully decentralized governance model. The soft target date for the end of the initial Council’s term shall be December 31, 2027.
Council Deadlock Resolution
The Council shall endeavor in good faith to reach consensus on all matters within its authority under these Governance Procedures, including approvals, vetoes, and quorum determinations. However, in the event that consensus cannot be reached after reasonable efforts, any Council member may call for a formal Council vote to resolve the matter.
In such event, the voting power of each Council member shall be determined by the total number of $BMB Tokens held by that member, including both locked and unlocked tokens, regardless of whether such tokens are staked. This Council-specific vote shall not require adherence to the Proposal voting mechanics set forth for $BMB Yield Token Holders and shall be binding on the Council solely for purposes of resolving the deadlock in question.
This mechanism is intended to facilitate timely governance decisions while preserving the Council’s leadership role during the network’s early phases and shall be subject to review and amendment as part of the transition to a fully decentralized governance model.
5.1 FORUM FOR PROPOSALS
Proposals shall be put forward on the Governance Dashboard. The Governance Dashboard is provided on an “as is” basis, and the Foundation makes no warranties as to its uptime, reliability, or security. Token Holders agree that the Foundation shall not be liable for any interruptions or unavailability of infrastructure provided by the Foundation or any other third party that may affect Proposal creation or voting.
5.2 ELIGIBILITY FOR PROPOSAL SUBMISSION
The Foundation shall do everything necessary to ensure that anyone holding at least 1,000,000 $BMB Yield Tokens can put forward a Proposal, subject to adjustment by the Council from time to time. The Council shall have the authority, in its sole discretion, to increase or decrease this minimum threshold as it deems necessary to ensure the proper functionality, accessibility, and integrity of the Proposal process.
5.3 CONTENT OF PROPOSALS
The Foundation shall have discretion to remove any proposals which violate or are otherwise inconsistent with the following:
a) Not contain Proposal must not contain directly, by direct link, or indirectly any Non-Consensual Imagery (NCI), Child Abuse Imagery (CAI), threats of violence and incitement, hate speech, bullying and harassment, sexual or human exploitation, illegal or certain regulated activities or matters, malware, spyware, or material that is owned via copyright, trademark or otherwise by someone other than one of the proposal authors (unless use of said material is permitted by the copyright owner or the Beamable Network is otherwise protected under other legal standards);
b) Be submitted in the English language and include:
i) The name(s) and/or username(s) and wallet address of the author(s) of the proposal. The author(s) should be the primary point of contact for any questions or comments regarding the proposal;
ii) An accurate summary of the proposal in 280 characters or less;
iii) A rationale section detailing the author’s reason(s) for creating the Proposal;
iv) An accurate, long-form description of what the proposal will do if enacted, including the collective benefit in relation to the Beamable Network;
v) The limitations of any benefits mentioned above or otherwise unaddressed areas of the problem space or possibility space; and
vi) A section acknowledging, by title and author(s), any similar or related prior work known to the proposal author(s).
5.4 COMMENTING PERIOD
Once the proposal has been created, it is moved to a comment section provided by the Founding Member. The comment period’s length shall be at the discretion of the Founding Member.
5.5 TIME FOR VOTING ON PROPOSALS
Proposals shall remain active for voting for at least 15 days.
5.6 EMERGENCY PROPOSALS
Notwithstanding anything to the contrary, in exceptional circumstances the Foundation in its sole discretion may deem a Proposal to be an “Emergency Proposal” in which case the Foundation may forego the commenting period but shall make a good faith reasonable effort to notify all $BMB Holders through community channels of the Proposal and set a voting deadline for the Emergency Proposal at its discretion but not less than 24 hours from the time the notification to $BMB Holders was sent. By participating in or voting on an Emergency Proposal, Token Holders acknowledge and accept the shortened commenting period and waive any claim arising from their inability to respond or vote within the reduced timeframe.
During the initial governance phase, the Council shall retain temporary authority to (i) establish the quorum requirements applicable to any Emergency Proposal, and (ii) exercise a veto power over any Emergency Proposal that it deems, in its reasonable discretion, to be inconsistent with the goals, functionality, or legal integrity of the Beamable Network. This temporary oversight mechanism is intended to ensure stability and continuity in the early stages of the governance process, and is subject to future amendment through the Proposal process, with the intent that such powers will eventually transition fully to the $BMB Yield Token Holder community as part of the network’s decentralization roadmap.
5.7 QUORUM
Proposals shall, in order to pass, require a minimum quorum, to be determined by the Council for each Proposal, of the Outstanding Token Supply.
5.8 VOTES TO RECEIVE ASSENT
Proposals shall succeed and receive assent to the Foundation if they receive greater than 60% of the votes cast by Token Holders who voted on the proposal. Proposals shall become effective at such time as specified in the Proposal. Notwithstanding the above, any passed Proposal remains subject to the Foundation’s reserved rights as set out herein to refuse or modify implementation if it would violate law or impose undue liabilities.
5.9 NOTICE OF ASSENT
The Foundation shall be notified of successful Proposals by a Notice of Assent which shall be delivered to the Supervisor, or such other person as specified by the Foundation from time to time, which shall contain sufficient instructions and be accompanied by the voting results in relation to such Proposal. In the absence of evidence to the contrary, the Foundation may rely on the Notice of Assent as a true and complete instrument in conformity with these Governance Procedures without the need for further investigation.
6.0 PROJECT COMMITTEES
6.1 MANDATE
Committees may be designated by the Foundation or elected from time to time by Proposal for the purpose of carrying out projects under the scope set out in the relevant Proposal. Each Committee acts independently within the scope delegated by the Foundation.
6.2 GENERAL POWERS
Powers of any committee shall not exceed those expressly delegated by the Foundation or as set out in any applicable Proposal. The Foundation shall have authority to interpret and supplement such powers as necessary for the proper functioning of the committee.
6.3 DISCLAIMER OF LIABILITY
Neither the Foundation nor any committee is liable for the outcome of any decisions made in good faith within the scope of their delegated powers. Committee members are not personal guarantors of any funding, outcome, or results of their decisions unless expressly provided by a separate written agreement.
6.4 NUMBER; TERM OF OFFICE
Each committee member shall hold office until a successor is duly appointed by the Foundation or elected by Proposal or until the member’s earlier death, resignation, disqualification or removal by proposal or by the Foundation.
6.5 NEWLY CREATED POSITIONS AND VACANCIES
Any newly created position resulting from any vacancies occurring in a committee, shall be filled solely by the affirmative votes of a majority of the remaining members of the committee, or by a sole remaining member. A member so elected shall be elected to hold office until the earlier of the expiration of the term of office of the member whom they have replaced, the date a successor is duly elected and qualified or the earlier of such member’s earlier death, resignation, disqualification or removal.
6.6 RESIGNATION
Any committee member may resign at any time by notice given in writing to the other members. Such resignation shall take effect at the date of receipt of such notice or at such later time as is therein specified.
6.7 APPOINTMENT & REMOVAL
The Token Holders may by Proposal add or remove any committee member from office at any time, with or without cause.
6.8 FEES AND EXPENSES
Committee members shall receive such fees and expense reimbursement as the Foundation shall from time to time determine in order to incentivize, recruit and retain participation in the Beamable Network.
6.9 REGULAR MEETINGS
Regular meetings (conducted by phone, video, or other electronic means) of any committee may be held at such times and at such places as may be determined from time to time by that committee. Reasonable notice shall be provided to committee members, and not less than 24 hours notice, of such meetings. Meeting summaries shall be published on a medium accessible to all $BMB Holders.
7.0 CONFLICT
7.1 CONFLICTS WITH ON-CHAIN
An on-chain smart contract is code designed to perform specific, predefined tasks. The technical aspects of the Beamable Network are built in such a way that it will only perform tasks under specific conditions. Should a conflict arise between these Governance Procedures and any smart contract or on-chain voting mechanism, these Governance Procedures shall govern. Notwithstanding the foregoing, to the extent that an on-chain process is technically immutable or irreversible, the Foundation shall bear no liability for any outcome that conflicts with these Governance Procedures if the underlying blockchain protocol prevents rectification.
7.2 CONFLICT WITH OTHER INSTRUMENTS
Whenever these Governance Procedures may conflict with any other document or instrument governing the Beamable Network, including but not limited to the Whitepaper (which is maintained by the Foundation solely for information purposes) any iteration of the Network Governance Documents, but excluding the Constitution, such conflict shall be resolved in favor of these Governance Procedures. For the avoidance of doubt, to the extent these Governance Procedures conflict with the Constitution, such conflict shall be resolved in favor of the Constitution.
8.0 AMENDMENT & REPEAL
8.1 AMENDMENT & REPEAL OF GOVERNANCE PROCEDURES
$BMB Holders by Proposal may make, amend or repeal any provisions of these Governance Procedures. Subject to applicable law, the Foundation shall do all things necessary to promptly implement any such amendment or repeal. Any such amendment or repeal shall have prospective effect only and shall not apply to or affect any right, obligation, or liability that has arisen or been incurred prior to the effective date of such amendment or repeal, unless otherwise expressly stated in the Proposal effecting the amendment or repeal.
8.2 REPEAL OF PREVIOUS INSTRUMENTS
All, if any, previous conflicting governing documents or instruments are repealed as of the coming into force of these Governance Procedures. The repeal shall not affect the previous operation of any governing documents so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made under, or the validity of any predecessor governing documents of the Beamable Network obtained under, any such governing document before its repeal. All persons acting under the provisions of these Governance Procedures, and all resolutions or acts done by the Founding Member or the Foundation with continuing effect passed under any repealed governing document shall continue to be good and valid except to the extent inconsistent with this Governance Procedures and until amended or repealed.
9.0 DISPUTE RESOLUTION
9.1 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regard to any conflict of law principles that would result in the application of the laws of another jurisdiction. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in the English language. The seat of arbitration shall be deemed to be the Cayman Islands, but the arbitration proceedings may be conducted remotely, including via video or teleconference, if agreed by the parties or determined by the arbitrator(s) to be appropriate. The arbitral tribunal shall consist of a single arbitrator. The parties agree that the arbitral award shall be final and binding on the parties, and judgment upon the award may be entered in any court having jurisdiction thereof. Each party agrees that any dispute resolution proceedings, whether in arbitration or otherwise, shall be conducted only on an individual basis and not in a class, consolidated, or representative action. The parties expressly waive any right to bring or participate in a class action or to consolidate arbitration proceedings.
10. DISCLAIMER AND NO GUARANTEES
10.1 TECHNOLOGY & OPERATIONAL RISKS
The Beamable Network and the $BMB Token rely on complex, cutting-edge technology that may fail or underperform. Users agree and acknowledge the Foundation makes no assurances regarding security, continued functionality, or error-free operation of any related smart contracts.
10.2 NO GUARANTEES
Neither the Foundation nor any affiliated party guarantees the price, liquidity, or continued utility of the $BMB Token. There is no promise of any appreciation or future value.
10.3 REGULATORY UNCERTAINTY
The regulatory status of digital assets remains in flux. The Foundation disclaims any responsibility for legal or regulatory impediments that may arise, including sudden changes in law that might restrict or prohibit activities described herein.
10.4 NO RELIANCE
Users should not rely on any statements outside these Governance Procedures or the Foundation’s Constitution to form a basis of expectation regarding the $BMB Token or the Beamable Network.
10.5 NO LIABILITY
To the fullest extent permitted by law, liability is disclaimed by the Foundation, any affiliate or affiliated service provider including, without limitation, any contributor to the development of the Foundation, and their respective directors, officers, employees, and affiliates for any indirect, incidental, or consequential damages arising from the use or inability to use the $BMB Token or the Beamable Network.
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