BACKGROUND. QuickNode is a leading service and technology provider in the blockchain space and is organizing an event as further described in Exhibit A (the Program). Participant (as defined below) wishes to be part of the Program. Accordingly, the Parties agreed as follows:
The Parties. This Participant Agreement (Agreement) is made between QuikNode, Inc. DBA QuickNode, a Delaware corporation, with its principal place of business located at 1010 South Federal Hwy, Ste 1102 Hallandale Beach, FL 33009 (QuickNode) and the entity that has applied for the Program, been accepted, and is choosing to participate (Participant), as of the date Participant acknowledges this Agreement (the Effective Date), each a Party hereunder and collectively, the Parties to the Agreement.
Accelerator. Participant has provided certain information to QuickNode during the application process. Based on such information, Participant has been selected to participate in the Program to launch its own RaaS, as described in Exhibit A. During the course of the Program, and upon its conclusion, Participant may be eligible to receive certain credits, awards or incentives offered by QuickNode as well as other independent third parties (Sponsors). Sponsors and QuickNode may make certain credits available to all or selected Participants (Sponsor Product Credits), as further described in Exhibit A.
Participant Responsibilities
a. Participant will support QuickNode’s efforts in marketing the Program, in accordance with content and instructions provided by QuickNode.
b. Participant will join the virtual events that are part of the Program, prepare and present a virtual workshop as mutually agreed, and will support the Participants during the course of the Program in connection with their involvement (including via a Discord channel).
c. Participant is responsible for maintaining access to the Program on an as-needed basis for its employees.
d. Participant will not export, directly or indirectly, any U.S. technical data acquired pursuant to this Agreement, or any products utilizing such data, in violation of the United States export laws or regulations. Furthermore, Participant is responsible to ensure that its participation in the Program and any related use of Sponsor Product Credits or QuickNode RaaS Credits is not for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC), and must be compliant with US Anti-Money Laundering (AML) regulations.
Data Protection. QuickNode may collect and process personal company data in order to perform its obligations pursuant to this Agreement or to provide information about future events. By submitting information to QuickNode, Participant agrees, on behalf of its officers and employees to such use and transfer, if applicable. Further, Participant will treat any information regarding the Sponsors as confidential and will comply with applicable laws, including but not limited to applicable privacy laws such as GDPR and CCPA.
Marketing. The Parties may conduct marketing activities to promote the Event contemplated in this Agreement. The Participant hereby grants QuickNode a worldwide, royalty-free, non-transferable, and nonexclusive license to use the names, logos, trademarks, and service marks of Participant (the Participant Logos) for the purposes of identifying Participant as may be reasonably related to the Event (the Marketing Use).
Indemnification. The Participant will indemnify and hold harmless QuickNode from and against any third-party action or claim arising out of this Agreement for all losses, damages, liabilities, taxes, costs and expenses, including attorneys’ fees and other legal expenses, arising from or in connection with (i) gross negligence, willful misconduct or fraud of Participant or any of its officers, directors, employees, contractors or agents and (ii) Participant’s violation of applicable laws or regulations.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 6, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00).
Future Modification. Amendments to this Agreement must be in writing and signed by both Parties.
Use of Name. QuickNode may use Participant’s name or logos to publicly indicate the fact that the Parties are in a commercial relationship but may not otherwise use Participant’s name in marketing or promotional materials without Participant’s prior written consent and consent shall not be unreasonably withheld.
Confidential Information. For the purposes of this Agreement, the Discloser means the Party disclosing Confidential Information and the Recipient means the Party to whom such Confidential Information is disclosed. Confidential Information includes any information that is clearly labeled or identified as confidential or information that is reasonably interpreted as private and Confidential and shall be held in the strictest confidence using no less than a commercial reasonable standard of care. For clarity, Confidential Information includes all information related to the Program, QuickNode, Sponsors and other Participants, except for information that is already released or agreed-to-be released. Confidential Information will not be disclosed by the Recipient, except as expressly permitted herein. Confidential Information excludes any information that was in the Recipient’s lawful possession before the disclosure; is lawfully disclosed to the Recipient by a third Party without restriction on disclosure; is independently developed by the Recipient and that independent development can be shown by written evidence; or is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that the Discloser is notified of the disclosure obligation in advance of disclosure (unless prohibited by law). In consideration of the Discloser disclosing Confidential Information, the Recipient hereby undertakes to:
(iii) and notify the Discloser immediately upon becoming aware of any breach of confidence by anybody to whom the Recipient has disclosed the Confidential Information and give all necessary assistance in connection with any steps which the Discloser may wish to take to prevent, stop or obtain compensation for such breach or threatened breach. If the Recipient breaches this Section, the Parties hereby acknowledge that the Discloser may suffer irreparable harm and, in such circumstances, financial damages may be an inadequate remedy for the Discloser. As a result, the Discloser may seek injunctive relief in response to a breach of this Section by the Recipient in addition to any other remedies available.
Governing Law. The Agreement shall be governed by Florida law without regard to its conflicts of law provisions and Parties waive any objections thereto. Except as subject to dispute resolution herein, any claim, suit, action, or proceeding hereunder must be brought in the appropriate state or federal court located in Miami-Dade County, Florida.
General Conditions. QuickNode reserves the right to cancel, suspend, or modify the Program or any part of it, if any fraud, technical failures, or any other factor beyond the QuickNode's reasonable control impairs the integrity or proper functioning of the Program.
Disclaimer and Acknowledgement.
a. ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THIS PROGRAM IS A VIOLATION OF LAW, AND SHOULD SUCH AN ATTEMPT BE MADE, QUICKNODE RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. QuickNode will not be responsible for lost, late, damaged, misdirected or mutilated mail, misdirected email, or for any technical problems, faulty, lost, garbled, incomplete, incorrect data transmissions, incorrect announcements of any kind, malfunctions, technical hardware or software failures of any kind including any injury or damage to any person’s computer/mobile device related to or resulting from participating in or experiencing any materials in connection with this Program.
b. QuickNode is not responsible for malfunctions or breakdown of any network systems, unavailable service connections, lost, incomplete, faulty network connectivity of any kind, failures of any service providers, or any combination thereof, which may limit a person’s ability to participate in this Program. QuickNode reserves the right to suspend, cancel or modify the Program if it cannot be executed as planned for any reason including, but not limited to, fraud, human error, technical failures, or any other factor impairs the integrity or proper functioning of the Program; or if a virus, bug or other technical problem corrupts the administration, security, or proper play of the Program. QuickNode reserves the right to prohibit the participation of an individual if fraud or tampering is suspected.
c. Under no circumstances will QuickNode be responsible for any advice, feedback, promises, credits, products or services, promised or provided by any Sponsor, during the Program.
By participating in the Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to the terms of this Agreement, please do not proceed with the Program and let QuickNode know immediately.
The Program is an Accelerator Program open to the public, with registration required to participate, that will take about eight (8) weeks, starting April 1, 2025 (Program Commencement Date) and will conclude with a live Demo Day (or Event).
RAAS PRODUCT AND DEFINITIONS.
a. RaaS provides the technical infrastructure for Participant to run and maintain a Rollup on a given blockchain framework.
b. Rollup means a solution, operating one layer above the applicable Underlying Blockchain for a blockchain, which aggregates, batches and ultimately posts the Transactions back to the Underlying Blockchain layer. Where the Underlying Blockchain is layer 1, the Rollover will be layer 2; similarly, where the Underlying Blockchain is layer 2, the Rollover will be layer 3.
c. Transaction means a response produced from making a request to the node using HTTP or WebSocket endpoints (API Request) where it is being posted to the Underlying Blockchain.
d. Underlying Blockchain is the blockchain layer (layer-1 or layer-2), storing compressed data, to which Customer seeks to have the Transactions ultimately posted.
CREDITS AND OTHER BENEFITS.
a. QuickNode RaaS Credits:
i. Each Participant will be eligible to receive $50,000 in credits that may be applied to the QuickNode RaaS Product QuickNode RaaS Credits. For clarity, these credits will expire 6 (six) months from Demo Day.
ii. QuickNode may select, upon completion of the Program and Demo Day, within its sole discretion, 3 (three) participants to receive an additional $50,000 in QuickNode RaaS Credits, which will similarly expire 12 (twelve) months from Demo Day.
iii. Participant’s use of RaaS Credits will be subject to QuickNode Terms of Use found here https://www.quicknode.com/terms which may be updated from time to time, and are hereby incorporated into the Agreement (ToU).
QuickNode RaaS Credits may not be applied to any QuickNode products outside of RaaS.
b. Sponsor Product Credits. Participant will be eligible to receive Sponsor Product Credits at the discretion of each Sponsor. Participant’s use of such Sponsor Product Credits will similarly be subject to terms as agreed between Sponsor and Participant.
c. Free Build Plan. Upon completion of the Program and Demo Day, QuickNode will provide Participant with access to its QuickNode Build Plan, as further described at https://www.quicknode.com/pricing, a value of $49.00 per month, for 12 (twelve) months from the Program Commencement Date.
PARTICIPANT OBLIGATIONS.
a. Attendance. Participant will attend the posted virtual sessions as well as Demo Day and all Program events that are open to Sponsors.
b. Mentoring. Certain Sponsors have volunteered mentors within their organization. QuickNode will match each Participant with a Sponsor, within its reasonable discretion. It is anticipated that Participant and Sponsor will meet on a weekly basis.
c. Feedback and Ideas. Subject to the terms of the ToU, Participant will consistently provide feedback to QuickNode about RaaS Product and the Program.
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