Diode Referral Program Terms

Whereas, Diode Foundation desires to deploy and sustain worldwide secure Internet communications via the Diode Network, and whereas Participant desires to obtain the right to act as an independent promoter of the Diode Foundation with the non-exclusive right to market and promote the Diode Network, to participate in programs offered by the Diode Foundation, and to refer others to participate in programs offered by the Diode Foundation. Therefore, by clicking a box approving, by responding with a message in the affirmative to a prompt, or by signing a “Diode Foundation Referral Program Addendum” asking for Participant’s approval of this Agreement, Participant agrees to participate in the programs offered by the Diode Foundation Referral Program (“Program” or “Programs”), as posted on the Programs page of the Diode Foundation website, in accordance with the terms and conditions set forth in the following sections.

1. Appointment

Subject to the terms and conditions of this Agreement, the Diode Foundation grants Participant the non-exclusive, non-transferable right during the Term to: (a) market and promote the Diode Network; (b) refer potential users and application sponsors to the Diode Network; (c) refer others to participate in the Programs; and (d) participate in Programs. Except as set forth herein, Participant shall make no other use of the Diode Foundation documentation, user interfaces, or Programs, or to otherwise market or sell any other products or services of the Diode Foundation.

2. User and Application Sponsor Terms

Users who use the Diode Network, or who sponsor applications on the Diode Network, will be deemed to be users of the Diode Network. Accordingly, the Diode Network’s license agreement will apply to those users and application sponsrs. Application sponsoring activity shall be governed by the applicable terms of service of the software used for the sponsoring activity, and that of the smart contracts deployed. The Diode Foundation may change policies and operating procedures at any time in keeping with this Agreement.

3. Responsibilities of Participant

Participant will use commercially reasonable efforts to promote and enhance the use of the Diode Network in a professional manner consistent with the Diode Foundation’s documentation for the Diode Network. Participant may receive assistance from the Diode Foundation with the documentation and the Programs, however, Participant will ultimately be solely responsible for the development, operation, cost, and maintenance of materials and activities related to the promotion of the Diode Network and to the participation in the Programs. In addition, Participant will:

a) Acquire and maintain the knowledge and ability to discuss Diode Network advantages with potential users and application sponsors;

b) Participate in online forums for the Programs;

c) Conduct business in a manner that reflects favorably on the Diode Foundation, the Diode Network, and Diode (https://diode.io);

d) Adhere to the requirements, governance, and other guidance as listed on the applicable program page;

e) Strictly avoid any and all deceptive, misleading, illegal, immoral, or unethical practices that might be detrimental to the Diode Foundation, the Diode Network, Diode, or the public;

f) Not make any false or misleading representations with respect to the Diode Foundation, the Diode Network, or Diode;

g) Comply with all applicable laws, rules, and regulations applicable to Participant’s activities under or in connection with this Agreement.

4. Program Rewards

Certain of the Programs may include rewards given to the Participant that may be automatically or manually disbursed by the Diode Foundation or other technologies or partners involved in the Programs. Program rewards shall be considered as a benefit that allows increased participation in providing or acquiring network bandwidth, and Participant’s participation in the Programs must not be predicated upon receiving such rewards. All such rewards shall be considered “as is” - if rewards are not to Participant’s satisfaction, Participant’s sole remedy is to cease participation in the Programs. Except as provided herein, Participant shall receive no other sums, compensation, remuneration, fees, reimbursements, or payments from the Diode Foundation and Participant waives any right to claim any such sums, compensation, remuneration, fees, or payments.

5. Term

This Agreement shall automatically renew on a monthly basis unless otherwise terminated as set forth herein.

6. Termination

Participant may terminate this Agreement at any time prior to the expiration of the initial or any renewal term. the Diode Foundation in its sole discretion, may terminate this Agreement without cause and without liability upon thirty (30) days’ prior notice to Participant for any reason. Notwithstanding the termination of this Agreement for any reason, the provisions of this Agreement that by their nature survive termination will continue to apply.

7. Changes to Agreement Terms

The Diode Foundation may make changes to this Agreement from time to time, and will post the changes to the Diode Foundation’s Program terms page, and will make commercially reasonable efforts to notify participants.

8. Trademarks and Representations

This Agreement does not create, and neither party will have any right in, or to the use of, any names, marks, logos, designs, and other brand designations of the other party (collectively, “Trademarks”). Notwithstanding the foregoing, Participant will be granted a non-exclusive, non-transferrable right to use the documentation supplied by the Diode Foundation to identify itself as a Program participant, and for advertising and promoting the Diode Foundation, the Diode Network, and Diode under this Agreement. In performing its obligations hereunder, Participant may refer to the Diode Foundation, the Diode Network, and Diode by the relevant Trademarks, provided that such reference is not misleading and complies with any guidelines issued by the Diode Foundation or Diode. Participant shall promptly notify the Diode Foundation of any apparent infringement or threatened infringement of any of the Diode Foundation or Diode Trademarks, and shall, upon written request by the Diode Foundation, use its best efforts to assist the Diode Foundation to restrain any such infringement of threatened infringement. Participant agrees it will not use, register, or otherwise appropriate any name, mark, or logo which is similar to or may be confused with any Diode Foundation or Diode Trademark. The Diode Foundation reserves the right, in its sole discretion, to institute any proceedings against such third party infringers and Participant shall refrain from doing so. Participant shall not use any Diode Foundation or Diode Trademark in Participant’s corporate or legal name or register any domain name(s) with such Trademarks.

9. Confidential Information

Participant acknowledges that during the course of this Agreement, it may acquire information regarding the Diode Foundation or its affiliates, its business activities and operations or those of its customers and suppliers, and its trade secrets including without limitation its customer lists, prospective customers, rates, network configuration, traffic volume, financial information, computer software, service, processes, methods, knowledge, research, development or other information of a confidential and proprietary nature (hereinafter “Confidential Information”). Participant shall hold such information in strict confidence and shall not reveal the same, except for any information which is: (a) generally available to or known to the public; (b) independently developed by such party outside the scope of this Agreement; or (c) lawfully disclosed by or to a third party or tribunal. Participant may disclose the Confidential Information pursuant to any judicial or governmental request, requirement or order provided, however, Participant takes all necessary steps to provide prompt and sufficient notice to the Diode Foundation so that the Diode Foundation may contest such request requirement or order. The Confidential Information of the Diode Foundation shall be safeguarded by Participant to the same extent that it safeguards its own confidential materials or data relating to its own business and Participant agrees to limit access to such Confidential Information to employees, agents or representatives who have a need to know such information in order to perform the obligations set forth in this Agreement and further the matter of mutual interest described herein. The parties agree that an impending or existing violation of these confidentiality provisions would cause the Diode Foundation irreparable injury for which it would have no adequate remedy at law, and agree that the Diode Foundation may be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any rights and remedies available to it.

10. Limitation of Liability

The Diode Foundation will not be liable for indirect, punitive, special, incidental or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Programs, even if we have been advised of the possibility of such damages. Further, the Diode Foundation shall have no aggregate liability arising with respect to this Agreement or the Programs.

11. Disclaimer of Warranty

Participant shall have no authority to make any warranties for the Diode Foundation to users or application sponsors. The Diode Foundation makes no express or implied warranties or representations of any kind with respect to the Programs or any Diode Network service made available through the Programs (including, without limitation, warranties of title, fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage) other than those expressly provided to a user or application sponsor in a separate agreement. In addition, the Diode Foundation makes no representation that the operation of the Diode Network will be uninterrupted or error-free, and the Diode Foundation will not be liable for the consequences of any interruptions or errors. ALL SERVICES, MATERIALS, AND PRODUCTS PROVIDED BY THE DIODE FOUNDATION TO PARTICIPANT HEREUNDER ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER, AND THE DIODE FOUNDATION HEREBY DISCLAIMS ALL SUCH WARRANTIES.

12. Indemnification

Participant will indemnify, defend, and hold harmless the Diode Foundation from and against any and all claims, damages and expenses (including reasonable attorneys’ fees and costs of litigation) by any third party resulting from any acts or omissions of Participant relating to its activities in connection with this Agreement, Participant’s breach of this Agreement, or Participant’s misrepresentations relating to the Diode Foundation, the Diode Network, Diode, or this Agreement, regardless of the form of action.

13. Independent Investigation

PARTICIPANT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND AGREES TO ALL ITS TERMS AND CONDITIONS. PARTICIPANT UNDERSTANDS THAT THE DIODE FOUNDATION MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT USERS, APPLICATION SPONSORS, OR OTHER PARTICIPANTS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. PARTICIPANT HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

14. Notices

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes, by the Diode Foundation by posting on the then-current Program communication channel(s), and by the Participant by responding in a direct message to the Diode Foundation. Notwithstanding the foregoing, the Diode Foundation may give notice of changes in prices, descriptions, policies, and other events and procedures by way of a general announcement or website content update.

15. Force Majeure

The Diode Foundation shall not be liable for failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its reasonable control.

16. Relationship to the Parties

The Diode Foundation and Participant are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Participant is in no way authorized to make any license, contract, agreement, warranty or representation on behalf of the Diode Foundation, or to create any obligations expressed or inspired on behalf of the Diode Foundation except to the extent and for the purposes expressly provided for and set forth herein.

17. General

17.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement. In the event of a conflict or inconsistency between the terms of this Agreement and those of any order, quotation, acknowledgment or other communication from one party to the other, the terms of this Agreement will be controlling;

17.2 Assignment

Participant will not assign this Agreement or any rights under this Agreement without the prior written consent of the Diode Foundation. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors or assigns. For purposes hereof, an assignment includes, without limitation, a merger, sale of assets or business, or other transfer of control by operation of law or otherwise;

17.3 Governing Law

This Agreement will be governed by the internal laws of Panama (without regard to its conflict of law principles), and Participant consents to the exclusive personal jurisdiction of and venue in the courts sitting in Panama City, Panama;

17.4 Arbitration

Any unresolved dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or Participant relationship with the Diode Foundation, or any of the Diode Foundation’s participants shall be submitted to confidential arbitration in Sheridan, WY USA, except that, to the extent Participant has in any manner violated or threatened to violate the Diode Foundation’s intellectual property rights, the Diode Foundation may seek injunctive or other appropriate relief. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise;

17.5 Miscellaneous

In the event any provision of this Agreement is held to be invalid or unenforceable for any reason, such invalidity or unenforceability will attach only to such provision and will not affect or render invalid or unenforceable any other provision of this Agreement. Any such provision may be reformed by a court of competent jurisdiction so as to render the same valid or enforceable while most nearly effectuating the intent of the parties. Any failure by the Diode Foundation to enforce strict performance by Participant of any provision of this Agreement will not constitute a waiver of the Diode Foundation’s right to subsequently enforce such provision or any other provision of this Agreement.