Node License Agreement Reference
Here is the official node license all node license purchasers and holders agree to for the owning and operating of nodes on the Beamable Network.
This Node License Agreement (this “Agreement”), effective as of the date of node license purchase (the “Effective Date”), is by and between Beamable (BVI) Ltd., a British Virgin Islands company (“Licensor”), and the buyer of the node license (“Licensee”). Licensor and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Licensor desires to license the Node described in Exhibit A attached hereto to Licensee; and
WHEREAS, Licensee desires to obtain a license to use the Node for its internal business purposes, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions.
“Authorized User” means the Licensee or an employee or contractor of Licensee who Licensee permits to access and use the Node License and/or Documentation pursuant to Licensee’s license hereunder.
“Documentation” means Licensor’s user manuals, handbooks, and installation guides relating to the Node License provided by Licensor to Licensee, either electronically or in hard copy form/end user documentation relating to the Node License.
“KYC Requirements” means the identity verification procedures required by Licensor or its service providers, including submission of government-issued identification, proof of address, or any other documentation required to comply with applicable laws or regulations.
“Foundation” means Beamable Foundation, a Cayman Islands foundation company, which is responsible for setting, maintaining, and updating the technical, operational, and governance standards applicable to the Beamable Protocol, including those related to node performance, staking requirements, token rewards eligibility, slashing conditions, and transfer policies. The Foundation may publish guidance, documentation, and updates to such standards through governance processes or protocol-wide proposals, and its determinations shall be binding for all purposes under this Agreement unless otherwise expressly stated.
“Node” means a designated instance of distributed network software licensed by Licensor to Licensee, which, when properly installed and operated by Licensee, performs designated network functions (such as validation, data relay, or computation) within a decentralized protocol ecosystem. The Node may be eligible to generate cryptographic token rewards based on network participation, provided Licensee meets the operational, compliance, and identity verification requirements set forth in this Agreement and applicable documentation. The Node is licensed software and does not represent any equity interest, investment contract, or right to share in profits of Licensor or any affiliated entity.
“Node License” means the product described in Exhibit A, including any Updates provided to Licensee pursuant to this Agreement.
“Token Rewards” means any cryptographic tokens generated by operation of the Node License that may be credited to the Licensee, subject to compliance with this Agreement.
“Updates” means any updates, bug fixes, patches, or other error corrections to the Node software that Licensor generally makes available free of charge to all licensees.
License.
License Grant. Subject to terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, and non-transferable (except in compliance with Section 13(g)) license during the Term to: (i) operate the Node solely for Licensee’s internal business purposes; (ii) use and make a reasonable number of copies of the Documentation solely for Licensee’s internal business purposes in connection with Licensee’s use of the Node License; and (iii) subject to Licensee satisfying KYC Requirements, receive Token Rewards associated with operation of the Node License, as further described in Exhibit A. Failure to satisfy KYC Requirements shall suspend the right to access or withdraw any such Token Rewards.
Use Restrictions. Licensee shall not use the Node License or Documentation for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Node License or the Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Node License or the Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Node License, in whole or in part; (iv) remove any proprietary notices from the Node License or the Documentation; (v) use the Node License in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) engage in any collusion, coordination, or manipulation with other node operators or third parties for the purpose of generating unearned, distorted, or otherwise inappropriate Token Rewards, rewards, or consensus outcomes; or (vii) use the Node License in any manner that is intended to or does disrupt, degrade, or otherwise negatively impact the operation, performance, or availability of the network, or the participation of other legitimate users or node operators, including but not limited to malicious activity, denial of service, or interference with protocol functionality.
Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Node License.
Delivery. Licensor shall deliver the Node License electronically, on tangible media, or by other means, in Licensor’s sole discretion, to Licensee prior to the Node Operations Go-Live Date (as defined below) as long as Licensor has successfully completed the required KYC.
Transfer Restrictions. If the Node License is represented as a non-fungible token (NFT), Licensee shall not transfer such token to any third party unless the transferee agrees to be bound by the terms of this Agreement and completes any required KYC or compliance procedures. Licensor reserves the right to restrict or block transfers where required by law or network governance.
Licensee Responsibilities.
General. Licensee is responsible and liable for all uses of the Node License and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall make reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Node License, and shall cause Authorized Users to comply with such provisions.
Licensee acknowledges and agrees that, in order to remain eligible to receive full Token Rewards, the Node must be operated in accordance with the technical and operational standards set by the Foundation, including, but not limited to, maintaining continuous (24 hours per day, 7 days per week) availability and uptime. These standards may include specifications regarding bandwidth, latency, computational throughput, geographic distribution, and other performance metrics, and may be amended from time to time through the Foundation’s governance procedures and publicly posted guidance. Failure to meet such operational standards may result in a reduction, delay, or forfeiture of Token Rewards associated with the Node for the applicable time period, in whole or in part. In cases of material or sustained non-compliance, Licensee may become ineligible for rewards until corrective action is taken. Licensor shall have no obligation to disburse Token Rewards for any period in which the Node fails to meet applicable uptime or performance requirements, as determined by the protocol or the Foundation’s governance body authorized to make such determinations.
Support. This Agreement does not entitle Licensee to any support for the Node License.
Fees and Payment.
Fees. Licensee shall pay Licensor a one-time, non-refundable license fee (the “Fee”) in the amount set forth in Exhibit A in consideration for the license rights granted under this Agreement. The Fee shall be payable in full prior to delivery of the Node License. No recurring fees, renewal charges, or additional license payments shall be owed by Licensee under this Agreement, unless otherwise separately agreed to in writing by the Parties.
Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Node License and Documentation.
Token Rewards and Compliance.
Token Rewards. Operation of the Node License may result in the generation of Token Rewards as described in Exhibit A. Licensee acknowledges and agrees that the availability of such Token Rewards is subject to compliance with applicable laws and satisfaction of all KYC Requirements.
KYC Requirement. Prior to any withdrawal, transfer, or access to Token Rewards, Licensee must complete and pass KYC verification as reasonably required by Licensor or its designated service providers. Licensor shall not distribute the Node License to the Licensee until such verification is successfully completed. Licensor shall not be obligated to disburse or unlock any Token Rewards until such verification is successfully completed.
Staking Requirement. As a condition to the continued validity of the license granted herein and participation in the operation of the Node, Licensee acknowledges and agrees that it may be required to lock or “stake” a specified quantity of cryptographic tokens native to the network (“Staked Tokens”). The amount, duration, and form of Staked Tokens required shall be determined from time to time in accordance with the governance procedures adopted by the Foundation and communicated to Licensee via the Foundation’s governance portal. By signing this agreement, you agree to be bound by the Governance Procedures of the Foundation found here. Licensee further acknowledges and agrees that:
failure to meet or maintain the applicable staking requirement may result in suspension or ineligibility to operate the Node and/or receive Token Reward distribution;
all Staked Tokens, as well as any Token Rewards earned by Licensee through operation of the Node, are subject to network-enforced rules and protocol-level security mechanisms, including potential “slashing” (partial or total forfeiture). Slashing may occur in the event of malicious or unauthorized behavior by Licensee, including but not limited to fraudulent activity, double-signing, collusion with other nodes, downtime, or any other violation of the network’s consensus rules, participation requirements, or integrity safeguards, as determined by the governance process or technical enforcement mechanisms of the protocol; and
Licensor shall have no liability for any loss, forfeiture, or slashing of Staked Tokens resulting from actions taken by Licensee or by the protocol itself.
Nothing in this Agreement shall be construed to guarantee any return or protection of Staked Tokens, or to impose any fiduciary or custodial responsibility on Licensor with respect thereto.
Regulatory Suspension. In the event of regulatory changes, Licensor reserves the right to suspend or modify Token Rewards or access thereto without liability, including withholding of any such rewards until such time as compliance can be assured.
Warranty Disclaimer.
THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
No Investment Intent. The Parties acknowledge and agree that the Node License is provided as a limited software license only and is not intended, nor should it be construed, as a financial product, investment contract, or security. Licensee agrees that any Token Rewards are provided as utility-based outputs of network participation and not as an expectation of profit based on the efforts of others.
Indemnification.
Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee’s, or any Authorized User’s: (i) negligence or willful misconduct; or (ii) use of the Node License or Documentation in a manner not authorized or contemplated by this Agreement; (iii) use of the Node License in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Node License not made by Licensor, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO LICENSOR UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1000.00, WHICHEVER IS LESS.
Termination.
Termination. In addition to any other express termination right set forth in this Agreement:
Licensor may terminate this Agreement, effective on written notice to Licensee, if Licensee: (A) fails to pay any amount when due hereunder, and such failure continues more than seven (7) days after Licensor’s delivery of written notice thereof; (B) breaches any of its obligations under Section 2(b) or 6; or (C) Licensee has materially breached any other agreement with Licensor and such breach remains uncured after the expiration of any applicable cure period provided in that agreement.
either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and, without limiting Licensee’s obligations under Section 6, Licensee shall cease using and delete, destroy, or return all copies of the Node License and Documentation and certify in writing to the Licensor that the Node License and Documentation has been deleted or destroyed. No expiration or termination will affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund.
Survival. This Section and 1, 3, 5, 6, 7, 8, 9(d), 10, 11 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
Miscellaneous.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Force Majeure. In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; and (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any choice or conflict of law rule that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect (the “Rules”), except as modified herein. The arbitration shall be conducted by a single arbitrator selected in accordance with the Rules and may be conducted remotely. The seat of arbitration shall be the British Virgin Islands, and the proceedings shall be conducted in the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief in any court of competent jurisdiction, including but not limited to relief necessary to protect a Party’s intellectual property or Confidential Information. Each Party hereby irrevocably submits to the arbitral jurisdiction set forth in this Section and waives any objection to the laying of venue or any claim of inconvenient forum.
Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case, whether voluntarily, involuntarily, by operation of law, or otherwise, for twelve (12) months following the Node Operations Go-Live Date (defined below) without the prior written consent of Licensor. Any purported assignment, transfer, or delegation (if applicable for the node) in violation of this Section is null and void. No assignment, transfer, or delegation (if applicable for the node) will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns. Following the twelve (12) month period commencing on the date on which nodes are first permitted by Licensor to be activated and operated for purposes of earning Token Rewards (the “Node Operations Go-Live Date”) for the specific tier of nodes during which the licensee purchased the NFT Node License, Licensee may transfer the Node License, solely in the form of a non-fungible token (NFT), to another party by exporting it to a self-custodied wallet, provided that:
the recipient successfully completes all Know Your Customer (KYC) requirements as specified by Licensor or its designated compliance provider;
such transfer does not violate any applicable law, regulation, or network rule;
the recipient agrees to be bound by the terms of this Agreement or a successor agreement approved by Licensor;
Licensor shall bear no liability whatsoever, whether for damages, regulatory consequences, or otherwise, arising out of or relating to any sale, transfer, or assignment of the Node License not conducted directly by or through a method expressly approved by Licensor; and
Licensor reserves the right to suspend or permanently disable Token Rewards associated with any Node License that has been transferred in violation of the requirements set forth in this Agreement, or where Licensor becomes aware of facts suggesting that the transfer was improper, fraudulent, or made to evade compliance obligations.
Licensee is further entitled to host and operate the Node on any cloud platform or on their own equipment, assuming it meets the technical requirements published by the Foundation (which may be regularly updated by the Foundation’s governance), that satisfies the computational and software requirements stipulated by Licensor, including, but not limited to, vendors from which the Node License was initially purchased (“Node-as-a-Service” or “NaaS” providers). If Licensee initially acquired the Node License through an NaaS provider, the Licensee must export the NFT to its own wallet to assume custody and full operational responsibility. This export process will require KYC verification. Licensor will provide documentation and guidance to facilitate such deployment on any compatible cloud infrastructure selected by Licensee. Licensee must complete KYC verification within 30 days from the date of purchase of the Node License. This verification is a prerequisite for exporting the Node License to the Licensee's wallet and assuming custody and full operational responsibility. If Licensee fails to complete the KYC verification within the specified 30-day period, they may request a refund of the purchase price. Such refund requests must be submitted within the same 30-day period following the purchase date. Any refund requests made after the 30-day period may be refused by the Licensor at its sole discretion. In such cases, the Licensee will be unable to export the Node License or operate the Node until KYC verification is completed. Should the Licensee choose not to complete the KYC verification and fail to request a refund within the allotted timeframe, the Licensee forfeits the right to a refund, and the Node License remains inactive until verification is completed. Any purported assignment, delegation, or transfer in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. These policies may be changed through network governance. Licensee understands and accepts that the transfer policy described in this section may change.
Export Regulation. The Node License may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Node License to, or make the Node License accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Node License available outside the US.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 6 or, in the case of Licensee, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
EXHIBIT A
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
DESCRIPTION OF SOFTWARE:
The Node License consists of a compiled instance of Beamable Network Checker Node Software, Version [1.0], which enables participation in the Beamable Protocol by performing designated network functions as determined by the protocol’s specifications and governance.
Node types currently supported by the protocol include:
Worker Nodes, which contribute compute resources by executing microservices and maintaining high availability for game-related workloads. Examples of earning activity include: (i) processing assigned computational workloads, (ii) delivering enhanced computational performance when required by assigned workloads, and (iii) maintaining high availability, even during periods of low activity.
Checker Nodes, which contribute to network security and accountability by verifying the performance and integrity of other nodes. Examples of earning activity include: (i) validating proofs of availability submitted by Worker Nodes, and (ii) verifying Proofs of Service to confirm that Worker-node-executed workloads were performed as claimed.
The above examples are illustrative and non-exhaustive. All technical requirements, earning logic, and node responsibilities are governed by the Beamable Protocol and may be amended from time to time by the Foundation’s governance processes.
The Node is licensed for deployment on cloud-based or self-hosted infrastructure that meets the minimum software and computational specifications published by Licensor. Licensor will provide deployment and configuration documentation for supported environments, including compatibility with third-party cloud platforms and approved Node-as-a-Service providers.
FEES:
Licensee acknowledges that the rights granted under this Agreement are conditioned upon Licensee’s lawful acquisition of the Node License through one of the following authorized channels:
(a) direct purchase from the Licensor;
(b) purchase from an authorized Node-as-a-Service provider approved by the Licensor; or
(c) secondary acquisition from a prior license holder who obtained the license in compliance with this Agreement and whose transfer was made in accordance with Section 13(g) and all applicable KYC and governance requirements.
The consideration paid for the Node License may vary depending on timing, market conditions, and point of purchase, and is not specified herein. This Agreement does not itself require payment of a license fee, but merely memorializes the terms and conditions applicable to Licensee’s operation of a validly acquired Node License.
AUTHORIZED USERS: (Licensee only, unless otherwise approved in writing)
SUPPORT:
This license does not include technical support. The Licensor or the Foundation may, at its discretion, publish public resources for node operators or offer paid support services under a separate agreement.
TOKEN REWARDS:
Licensee may be eligible to receive Token Rewards based on continued operation of the Node in compliance with the Agreement. Specifically:
Token Rewards are not guaranteed and are subject to successful completion of KYC Requirements.
Eligibility for receiving and redeeming Token rewards may be reduced, delayed, or eliminated due to insufficient uptime, technical misconfiguration, failure to meet staking or KYC requirements, or other violations of operational standards. All such eligibility criteria, including performance thresholds, participation rules, and redemption conditions, shall be determined by the Foundation’s governance body and may be periodically updated through its governance procedures and publicly disclosed guidance.
Staking requirements may apply as set by the Foundation’s governance and detailed at docs.beamable.network prior to Go-live-Date.
The emissions schedule, calculation methodology, and performance benchmarks are published and periodically updated at docs.beamable.network prior to Go-live-Date.
BUYBACK AND TRANSFER CONTROLS
At any time after the Node Operations Go-Live Date, Licensor may offer to repurchase any Node License from Licensee at the Governance Buyback Price.
The Governance Buyback Price shall be:
Set and periodically updated through the Foundation’s Governance Procedures;
Publicly disclosed on the Foundation’s governance or protocol portal;
Uniformly applied to all Licensees eligible under the terms of the buyback program.
Participation by Licensee in any such buyback is voluntary unless otherwise provided under a separate binding vote or mechanism approved by the Foundation’s governance process. Upon completion of a buyback, all Token Rewards associated with the repurchased Node License shall cease, and the license shall be considered extinguished and non-transferable. Additionally, rules and regulations regarding secondary license sales will be managed and updated by Foundation’s governance body.
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