1. Introduction
These Terms of Use ("Terms") govern the acquisition, use and operation of the Ratio 1 Edge Node licenses ("Node Deeds").
These Terms apply to the Node Deeds, which are licenses that grant the right to run processing nodes within the Ratio 1 Protocol (" Protocol"). The Node Deeds enable their holders to operate individual edge nodes, contribute compute power to the Ratio 1 Protocol, and mine utility tokens ("Tokens") through their activity in the Ratio 1 Ecosystem ("Ecosystem") , as described in the White Paper available on the URL address at ratio1.ai/whitepaper ( the ‘’Website’’).
The Node Deeds are acquired from NAEURAL SRL, a company incorporated under the laws of Romania, registered with the Trade Registry under number 40/12133/2024, having fiscal code 50252500, with registered office at 61 Eufrosina Popescu Street, Section "LAMA 2", Space No. 1, Entrance B, 1st Floor, Room 42, District 3, Bucharest ("Company", "We", "Us", or "Our").
By acquiring, holding, or using a Node Deed, you ("You", "Your", ‘’Holder’’ or "Purchaser"), agree to be bound by these Terms. Please read these Terms carefully. If You do not agree to these Terms, you must not purchase, hold or use the Node Deed.
Your acquisition of and/or operation of the Node Deed constitutes your full and unconditional agreement to these Terms. We may update these Terms by providing a new version online and your continued use of the Our website located at URL address https://ratio1.ai/docs and the Ecosystem after any such update constitutes your binding acceptance of such changes. These Terms represent a binding contract between You and Us.
By accessing or using the Ecosystem (including the Node Deeds ), You are accepting these Terms (on behalf the entity that you represent), and You represent and warrant that You have the right, authority, and capacity to enter into these Terms (on behalf of the entity that you represent). You further represent and warrant that You are otherwise legally permitted to acquire and hold the Node Deed in your jurisdiction.
2. Nature and Utility of Node Deeds
2.1 Utility Purpose
Node Deeds are licenses that enable the operation of individual edge nodes within the Ratio 1 Protocol. They grant to the Holder the right to:
a) Use the Ratio 1 Protocol for AI processing tasks;
b) Contribute compute power to the Ecosystem;
c) Mine Tokens based on the Holder’s activity as a node provider.
Node Deeds are strictly utility-based and are designed to facilitate participation in the Ecosystem’s decentralized AI network, enhancing security, transparency, and decentralized data management.
2.2 Not Security Tokens
Node Deeds are not security tokens under applicable laws. Node Deeds do not represent ownership, equity, profit-sharing, dividends, or any investment expectation in the Company or the Ecosystem. Purchasers acknowledge that Node Deeds are not linked with any expectation of profit or financial return and that any Tokens mined are solely based on the Purchaser’s active participation in operating a node.
In Our view, the Node Deeds do not meet the criteria of an "investment contract" under the Howey Test, as established by the U.S. Supreme Court in SEC v. W.J. Howey Co. (1946). The Howey Test defines a security as involving (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits, (4) solely from the efforts of others.
Node Deeds fail to satisfy the Howey Test because:
(i) No Expectation of Profits: the Node Deeds are utility licenses, and any Tokens mined depend on the Purchaser’s active operation of a node, not passive investment;
(ii) No Profits Solely from Efforts of Others: Rewards are generated through the Purchaser’s own computational efforts, not the Company’s or third parties’ management;
(iii) No Common Enterprise: The Ecosystem operates as a decentralized network where rewards are tied to individual node performance, not pooled profits.
The Company has not structured the Node Deeds as securities, and the Purchasers acknowledge that they are acquiring Node Deeds for their utility in the Ecosystem, not for speculative investment.
The sale and use/operation of Node Deeds do not require the Company to hold any specific securities licenses in the EU or USA, as Node Deeds are utility-based licenses and not financial instruments or securities. Purchasers are responsible for ensuring compliance with any local laws applicable to their purchase and/or use of Node Deeds.
Please note that the Node Deeds may be purchased by legal entities (e.g., companies, corporations, partnerships) duly organized and validly existing under the laws of their jurisdiction. Legal entities must have the authority to enter into these Terms and comply with applicable laws, including AML and KYC requirements.
3. Acquisition of Node Deeds
3.1 Eligibility
Purchasers must have the legal capacity to enter into these Terms and comply with all applicable laws in their jurisdiction, including AML and KYC regulations. The Company may require identity verification and corporate documentation (e.g. certificate of incorporation, authorized signatory details) before allowing purchases.
3.2 Payment
Node Deeds may be purchased using cryptocurrencies (e.g. USDC) or fiat currencies as specified by the Company.
3.3 Delivery
Upon successful payment, the Node Deed will be delivered to the Purchaser’s designated wallet as an ERC 721 non-fungible token (NFT). The Company is not responsible for losses due to incorrect wallet addresses, forgotten private keys, or other Purchaser errors.
3.4 No Token Generation Event (TGE)
For the avoidance of doubt, there is no Token Generation Event (TGE). There has not been, nor is there any intention for, a Token Generation Event (TGE) or Initial Coin/Token Offering (ICO/IDO) associated with the Ratio1 Protocol Token.
The Tokens are mined by the Purchasers of the Node Deeds through their active participation in the Ecosystem.
The Company does not issue, mint, or control the generation of Tokens.
The Node Deed license is available for purchase and enables the operation of individual edge nodes within the Ratio1 Protocol ecosystem. These nodes are essential for powering and maintaining the network's decentralized infrastructure. The Node Deeds are emitted at a faster rate.
3.5. Price
The price of the Node Deed is determined by Us at Our sole discretion and displayed on the Platform at the time of purchase.
3.6. KYC/ AML Process
You hereby acknowledge and accept that a third-party KYC service provider may need to undertake certain KYC activities and/or AML verifications, including collecting certain personal data from You. Upon request, You shall provide all information and documents that are deemed necessary or appropriate to conduct KYC and/or AML verifications.
3.7. Limits
We may impose limits on the number of Node Deeds You may purchase. Such purchase limits, if any, will be determined in Our sole and absolute discretion and displayed to You on the Platform.
Any sale of Node Deeds is final and there are no cancellations. Once You have made a purchase of a Node Deed, you should promptly take the necessary steps to have a compatible wallet where You will receive the Node Deed, within the terms and conditions stipulated in this document (e.g. activate or download any content or secure any seed phrase or corresponding private key).
4. Rights and Restrictions
4.1 License Grant
The Company grants Purchasers a non-exclusive, non-transferable (except as permitted under Section 4.3), revocable license to use the Node Deed to operate a node within the Ratio 1 Protocol, subject to these Terms. The Node Deed must be installed on the Purchaser’s computer or other device on-premises, or cloud infrastructure to enable the mining of Tokens.
4.2 Restrictions
The Purchasers shall not:
(i) Use Node Deeds for any unlawful purpose or in breach of these Terms;
(ii) Attempt to reverse-engineer, modify, or hack the Node Deed, Ratio 1 Protocol, or Ecosystem;
(iii) Represent Node Deeds as securities, investments, or financial instruments;
(iv) Use Node Deeds for speculative trading with an expectation of profit;
(v) Breach intellectual property rights or third-party rights while using Node Deeds.
4.3 Transferability
Node Deeds are transferable and tradeable on secondary market (e.g.: OpenSea marketplace), but once the license is coupled with the Ratio1 ecosystem dApp, the owner needs to pass the KYC/KYB.
4.4 Termination of License
The Company reserves the right to terminate a Purchaser’s license to use a Node Deed if the Purchaser breaches these Terms, engages in unlawful activity, or if the Company discontinues the Ratio 1 Protocol or Ecosystem. Upon termination, all rights granted under the Node Deed shall cease, and no refunds will be provided.
5. Declarations, acknowledgments and representations
5.1. The Purchaser understands and accepts that by purchasing the Node Deeds, the Purchaser must mine the Tokens. The Purchaser can use the Tokens in the Ecosystem only under the conditions outlined in the White Paper.
5.2. The Purchaser acknowledges and accepts that the Sale Node Deed is not being purchased for speculation purposes.
5.3. The Purchaser acknowledges and accepts that the Company shall ensure that a third-party KYC/AML service provider satisfactorily carries out identity verification through the Know Your Customer process and a verification process from an anti-money laundering perspective (the "KYC/AML Process") on the Purchaser to comply with all applicable legal and regulatory requirements.
5.4. The Purchaser, through its representative, expressly acknowledges and confirms that it has been thoroughly and comprehensively informed about the Node Deeds and has sought and obtained all technical, professional advice that it requires regarding the acquisition and use of the Node Deed.
5.5. The Purchaser, through its representative, acknowledges and confirms that it is fully aware of all the legal provisions and technical constraints relating to the purchase and use of the Node Deed, and understands the nature, scope and limitations of the services from the Ecosystem.
5.6. The Purchaser is solely liable for determining the legal, accounting, financial and fiscal conditions, of whichever nature, applicable to it and to which it is required to comply in order to purchase and use the Node Deeds.
5.7. The Purchaser, through its representative, represents and warrants that the Purchaser:
(i) is solely and completely responsible for its own compliance with applicable legislation in its jurisdiction;
(ii) is familiar with all related regulations in the specific jurisdiction in which it is based and that using the Node Deeds in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
(iii) does not have the registered office in a jurisdiction that qualifies the Node Deeds as securities;
(iv) has the registered office in a jurisdiction that allows the Company to sell the Node Deeds without requiring any local authorization;
(v) the acquisition and use of the Node Deeds does not breach any law, rule, or regulation applicable to it;
(vi) will not use the Node Deed for any illegal activity, including but not limited to money laundering and the financing of terrorism;
(vii) has not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU state, UK, Treasury and US Office of Foreign Assets Control (OFAC);
(viii) is not located in a geographic area that is subject to U.S., EU, OECD or other applicable sanctions or embargoes;
(ix) is not associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists, in particular the EU or OECD-sanction lists;
(x) is not a resident of a geographic area in which holding or use of Node Deed is prohibited by applicable law, decree, regulation, treaty, or administrative act;
(xi) is solely responsible for determining whether the acquisition of the Node Deed is appropriate for it;
(xii) is acquiring the Node Deed and will mine the Tokens exclusively for use of the Ecosystem;
(xiii)the acquisition and use of the Node Deed and the entrance in this Agreement shall not result in any breach of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice of: (i) any provision of the Purchaser’s organizational documents, if applicable; (ii) any provision of any judgment or order to which the Purchaser is a party, by which the Purchaser is bound, or to which any of the Purchaser’s material assets are subject; (iii) any material agreement, obligation, duty or commitment to which the Purchaser is a party or by which the Purchaser is bound; or (iv) any laws applicable to the Purchaser;
(xiv) The Purchaser represents that (i) it has satisfied itself as to the full observance of applicable law in connection with its entry into this Agreement, including the legal requirements within its jurisdiction for the entry into this Agreement and the acquisition of the Node Deed, any foreign exchange restrictions applicable to such purchase, (ii) the Purchaser has consulted with, and is relying solely upon the advice of, its own advisors relating to the income tax and other tax consequences, if any, that may be relevant to the purchase in this Agreement and with respect to the Node Deed and the mining of the Tokens.
5.8. Purchaser acknowledges that its representative has received all of the necessary details from the Company on the information and data they have communicated and it is therefore solely liable for the purchased Node Deed’s suitability in terms of their specific planned use.
5.9. Purchaser, through its representative, shall be the sole responsible for understanding the functioning mechanism of the blockchain technology, the process of using the Node Deed for mining the Tokens.
5.10. Purchaser acknowledges that buying the Node Deed and mining Tokens do not involve the purchase of shares, securities exchangeable into shares or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction. As per the Company's knowledge, the Node Deeds are not qualified as financial instruments and are not approved by any authority in the world; to avoid any misunderstanding, holding, using the Node Deed and mining Tokens do not offer to the Purchaser any right, including but not limited to any right to receive, exercise and, or request something in connection or from the Company's activity/revenues/profits or any other right which can qualify it as security.
5.11. Purchaser acknowledges that the Company is not responsible and will not be obliged, under any circumstances, to provide the Purchaser with any Tokens if the Purchaser does not mine the Tokens by using the Node Deed.
5.12. By the acquisition and use of the Node Deeds, You agree and represent that You will comply with all applicable legal provisions. You are not permitted to acquire Node Deeds or use the Node Deeds if by doing so You would, directly or indirectly, breach applicable legal provisions, which include but are not limited to those promulgated by the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations.
5.13. Node Deeds are not registered with the U.S. Securities and Exchange Commission (SEC) as securities, as they are utility-based licenses. Purchasers acknowledge that Node Deeds do not meet the criteria of a security under the Howey Test or other applicable frameworks. In this respect, Node Deeds operate in a decentralized network where rewards are tied to individual node performance, not a centralized profit pool managed by the Company. Node Deeds are sold as utility licenses for operating nodes and mining Tokens through active participation. The Company does not promote Node Deeds as investment vehicles, and any rewards depend on the Purchaser’s computational efforts, not passive gains. Rewards from Node Deeds require active node operation by the Purchaser, not the Company or third parties. This distinguishes Node Deeds from securities, as profits are not derived solely from others’ efforts.
5.14. US Purchasers are responsible for compliance with state-specific regulations that may apply to their activities with Node Deeds or Tokens.
5.15. U.S. Purchasers acknowledge that Node Deeds are acquired solely for their utility in operating nodes within the Ratio 1 Protocol to perform AI processing tasks and mine Tokens. The Company does not promote Node Deeds as investment opportunities, and any rewards are contingent on the Purchaser’s active participation, not passive income.
6. Intellectual Property Rights
This section outlines the intellectual property rights ("IP Rights") associated with the Node Deed, the Ratio 1 Protocol, the Ecosystem, the Website, the dApp, the Tools, and any related Services provided by the Company. These terms are designed to protect the Company’s proprietary assets while granting You, the purchaser of the Node Deed, limited rights necessary for the intended use of the Node Deed within the Ecosystem.
6.1. Ownership of Intellectual Property
All IP Rights, including but not limited to copyrights, trademarks, patents, trade secrets, service marks, domain names, software code, know-how, designs, graphics, text, layouts, user interfaces, data compilations, source code, object code, databases, algorithms, and any other proprietary materials related to the Node Deed, the Ratio 1 Protocol, the Ecosystem, the Website, the dApp, the Tools, and the Services (collectively, the "Company IP"), are exclusively owned by the Company, its affiliates, or its licensors. These IP Rights are protected under Romanian law, international intellectual property laws, and applicable treaties, as further detailed in the Ratio 1 documentation (https://ratio1.ai/docs).
The Node Deed, as described on the Website, is a license that enables the operation of individual edge nodes within the Ratio 1 Protocol, granting the right to use the Protocol, contribute compute power, receive rewards, and mine Tokens.
The purchase of a Node Deed grants You a limited, non-exclusive, non-transferable (as per Chapter 4 above) , non-sublicensable, revocable license to use the Node Deed solely for operating an edge node within the Ecosystem and participating in its functionalities, as outlined in these Terms and the Website documentation. No ownership, title, or interest in the Company IP, including the proprietary software, blockchain infrastructure, or AI processing frameworks underpinning the Ratio 1 Protocol, is transferred to You through the purchase or use of the Node Deed.
6.2. Scope of License
Subject to Your compliance with these Terms, the Company grants You a limited, non-exclusive, non-transferable (as per Chapter 4 above) , non-sublicensable, revocable license to:
(i) Use the Node Deed to operate an edge node within the Ratio 1 Protocol, as described on https://ratio1.ai/docs, including accessing the Protocol’s AI processing and blockchain functionalities.
(ii) Access and use the dApp and Tools as necessary to interact with the Ecosystem, mine Tokens, and manage node operations in accordance with the Node Deed’s functionality.
This license is strictly limited to the authorized use of the Node Deed within the Ecosystem for AI compute tasks and Token mining, as outlined in the Website’s documentation and White Paper. It does not extend to any other Company IP, including but not limited to the underlying software, source code, proprietary algorithms, or blockchain infrastructure of the Ratio 1 Protocol. Any use beyond the scope of this license requires prior written consent from the Company.
6.3. Restrictions on Use
Unless expressly authorized in writing by the Company, You shall not:
(i) Copy, reproduce, modify, adapt, translate, or create derivative works of the Node Deed, Ratio 1 Protocol, Ecosystem, Website, dApp, Tools, or any other Company IP.
(ii) Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code, underlying structure, or proprietary algorithms of the Node Deed, Ratio 1 Protocol, dApp, or Tools, as these are critical components of the Company’s proprietary technology.
(iii) Distribute, sublicense, sell, lease, rent, loan, or otherwise transfer the Node Deed or any rights associated with the Company IP to any third party, including but not limited to reselling or redistributing the Node Deed license, as prohibited by the operational framework described on the Website.
(iv) Remove, alter, or obscure any copyright, trademark, or other proprietary notices included in or associated with the Node Deed, Website, dApp, Tools, or Services.
(v) Use the Company IP in any manner that could harm, disable, overburden, or impair the functionality of the Ecosystem, Website, dApp, or Services, or interfere with the decentralized network’s operation, as outlined in the Website’s technical documentation.
(vi) Use the Company IP to develop, promote, or operate any competing product, service, or platform, including any AI or blockchain-based systems that replicate or mimic the Ratio 1 Protocol’s functionality.
(vii) Publicly display, publish, or commercially exploit any Company IP, including but not limited to logos, trademarks, promotional materials, or technical documentation, without prior written consent from the Company.
6.4. Trademarks and Branding
All trademarks, service marks, trade names, logos, and branding associated with the Company, the Node Deed, the Ratio 1 Protocol, the Ecosystem, the Website, the dApp, and the Services (e.g., "Ratio 1," "Ratio 1 Protocol," or related marks) are the exclusive property of the Company or its licensors. You are not granted any right or license to use such trademarks or branding, except as necessary to identify Your authorized use of the Node Deed within the Ecosystem, such as referencing Your status as a Node Provider in accordance with the Website’s guidelines. Any use of the Company’s trademarks or branding must comply with the Company’s branding guidelines, available upon request, and requires prior written approval.
You shall not use the Company’s trademarks or branding in a manner that suggests endorsement, sponsorship, or affiliation with the Company, nor shall You use them in any way that could dilute or harm the reputation or distinctiveness of the Company’s marks.
6.5. User-Generated Content
If You provide or post any content, including but not limited to feedback, suggestions, ideas, data, or configurations, in connection with Your use of the Node Deed, Website, dApp, Ecosystem, or Services (collectively, "User Content"), You hereby grant the Company a worldwide, non-exclusive, irrevocable, transferable, sublicensable, royalty-free, perpetual license to use, copy, modify, distribute, display, and incorporate such User Content for any purpose. This includes, but is not limited to, improving the Ratio 1 Protocol, developing new products or services, enhancing the Ecosystem’s AI and blockchain functionalities, and marketing, as consistent with the Company’s mission to democratize AI (https://ratio1.ai/docs).
You represent and warrant that You have all necessary rights, licenses, and permissions to grant the above license and that the User Content does not infringe or violate any third-party rights, including intellectual property rights, privacy rights, or publicity rights. The Company shall not be liable for any claims arising from the use of User Content as permitted under these Terms.
6.6. Protection of Company IP
You acknowledge the Company’s exclusive ownership of the Company IP, including the proprietary technology and frameworks described on https://ratio1.ai/docs, such as the Ratio 1 Protocol’s integration of blockchain and AI processing capabilities. You agree to promptly notify the Company in writing of any actual or suspected infringement, misappropriation, or unauthorized use of the Company IP that comes to Your attention. The Company retains sole discretion to take action to enforce its IP Rights, and You shall cooperate fully with the Company in any such enforcement efforts, at the Company’s expense.
6.7. Termination of License
The license granted to You under these Terms shall automatically terminate upon:
-Your breach of any provision of these Terms, including unauthorized use of the Node Deed or Company IP.
-The expiration, revocation, or termination of Your Node Deed, as governed by the operational rules of the Ecosystem.
The Company’s decision to discontinue the Node Deed, Ratio 1 Protocol, Ecosystem, or Services, with or without notice, as reserved in the Terms and supported by the Website’s documentation.
Upon termination, You shall immediately cease all use of the Node Deed, dApp, Tools, and any Company IP. The Company reserves the right to remotely disable or revoke access to the Node Deed or any associated software in the event of termination, as technically feasible within the Ratio 1 Protocol’s infrastructure.
6.8. Infringement by Purchaser
If You infringe or misappropriate any Company IP, or if the Company reasonably believes such infringement or misappropriation has occurred, the Company may, at its sole discretion, suspend or terminate Your access to the Node Deed, Ecosystem, Website, dApp, Tools, or Services without prior notice. You shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, losses, damages, liabilities, or expenses (including reasonable attorneys’ fees) arising from Your infringement or misappropriation of the Company IP or violation of this section. This includes any unauthorized use of the Ratio 1 Protocol’s proprietary technology or attempts to replicate its AI-blockchain integration, as described on the Website.
6.9. No Implied Licenses
Nothing in these Terms, the purchase of a Node Deed, or the information provided on https://ratio1.ai/docs shall be construed as granting, by implication or otherwise, any license or right to use the Company IP beyond the limited license expressly provided herein. All rights not expressly granted to You are reserved by the Company, including but not limited to rights to future developments, enhancements, or modifications to the Ratio 1 Protocol or Ecosystem.
6.10. Third-Party Intellectual Property
The Ecosystem may incorporate third-party software, open-source components, or other materials licensed to the Company. Such third-party materials are subject to their respective licenses, as noted in the Website’s documentation, and Your use of the Node Deed must comply with any applicable third-party license terms. The Company makes no representations or warranties regarding third-party materials and shall not be liable for any claims arising from their use.
6.11. Survival
The provisions of this Intellectual Property Rights section shall survive the termination or expiration of these Terms, the Node Deed, or Your access to the Ecosystem, Website, dApp, or Services for any reason.
7. Disclaimers
7.1 Node Deeds, the Ratio 1 Protocol, the Ecosystem, and related services are provided "as is" and "as available" without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. The Company does not guarantee that Node Deeds or the Ecosystem will be uninterrupted, secure, error-free, or meet the Purchaser’s requirements.
7.2 The Company does not provide financial, investment, legal, or tax advice. Purchasers are solely responsible for assessing the risks and suitability of purchasing Node Deeds. Nothing on the Company’s website, in the White Paper, or in any communications constitutes investment or financial advice.
7.3 Purchasers acknowledge the inherent risks of blockchain technology, including but not limited to network failures, software bugs, cyberattacks, loss of private keys, and market volatility. The Company is not liable for any losses arising from such risks.
7.4 Blockchain regulations are evolving. The Company makes no representations regarding the current or future legal status of Node Deeds. Purchasers are responsible for ensuring compliance with local laws.
7.5 The Company does not guarantee that operating a node will result in Tokens or that Tokens will have monetary value. Rewards depend on network activity, the Purchaser’s compliance with operational requirements, and market conditions.
7.6 The Company has no control over the mining, storage, or transactions involving Tokens. Purchasers are solely responsible for any losses due to errors in wallet management, incorrect transactions, or loss of access to private keys.
7.7. You agree to protect Us from any claims, losses, or expenses arising from your use of the Services, dApp, Tools, Node Deeds or breach of these Terms.
8. Limitation of Liability
8.1. We shall not be liable for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential or special damages arising from Your use of the Node Deeds, Tokens, Ecosystem or any information contained in it. You are using the Node Deeds, Tokens, Ecosystem at Your own risk.
8.2. We (including our affiliates, officers, directors, employees and collaborators), shall not be liable to You for any direct, indirect, consequential loss, damage, cost or expense (including legal costs), loss of profit, loss of business, loss of reputation, damage or corruption of data or any similar damage or loss costs, expenses and payments, arising from, or in connection with the content, the use of or the inability to use the Node Deeds, Tokens, Ecosystem or any features, respectively Our Services or from any failure, error, or breakdown in the function of the Node Deeds, Tokens, Ecosystem , or from any fault, or error made by our officers, directors, employees, directors and collaborators or from your reliance on content available on the Website, dApp ,You shall fully indemnify and hold Us ( including our employees, directors, contractors and affiliates) harmless from any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees and court costs), made against Us by any third party due to or arising out of or in connection with (a) Your use of the Node Deeds , Tokens, Ecosystem, Services; (b) Your breach of any rights of any third party thereto; or (c) any disputes or issues between You and any third party thereto.
8.3. We may not be held liable for any of the following:
(i) Use of the Node Deeds , Ecosystem that are not compliant with the terms of the Agreement;
(ii) Non-performance, failure, malfunction or unavailability of the Node Deeds, due to a third party, You, a third-party product;
(iii) Indirect damages such as business loss or disturbance, loss of orders, operating loss, loss of profits;
(iv) Suspension of access or temporary or permanent suspension of the utilities of the Tokens or of the Ecosystem (in particular, arising from a request issued by an appropriate administrative or judicial authority, or notification received from a third-party);
(v) Loss, alteration or destruction of all or part of the content (information, data, applications, files or other items) hosted on the infrastructure;
(vi) Mismatch between the Node Deed functionalities and services and the your needs (in particular, concerning the sensitivity of the relevant data);
(vii) Security incidents relating to use of the Internet, concerning in particular the loss, alteration, destruction, disclosure or unauthorized access to Your data or details on or via the Internet.
8.4. To the fullest extent permitted by applicable legislation, the Company, its affiliates, officers, directors, employees, agents, and licensors ("Company Parties") shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, data, goodwill, or other intangible losses, arising out of or related to the purchase, use, or inability to use Node Deeds, the Ratio 1 Protocol, respectively the Ecosystem, even if the Company has been advised of the possibility of such damages.
8.5. The Company shall not be held liable for delays or failures to deliver the Node Deeds due to events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, regulatory changes, or blockchain network failures or any fortuitous cases or force majeure cases as defined by the applicable legislation.
8.6 For the avoidance of any doubt, the Company does not hold custody of Purchasers’ Node Deeds and Tokens and it has no control over their storage or transactions.
8.7 Purchasers waive any right to participate in actions, arbitrations proceedings, or representative actions against the Company arising from these Terms or the use of Node Deeds.
9. Indemnification
9.1. Purchasers agree to indemnify, defend, and hold harmless the Company Parties from any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from:
a) Purchaser’s breach of these Terms;
b) Purchaser’s misuse of Node Deeds, the Ratio 1 Protocol, or the Ecosystem;
c) Purchaser’s breach of applicable laws or third-party rights.
d) Any disputes between Purchaser and third parties related to Node Deeds or Tokens.
10. Tax Obligations
10.1.The Company is not responsible for the tax obligations of the Purchaser of any kind in the country in which the Purchaser has its registered office (or in any other country where is fiscally resident) nor for the calculation, filling forms, withholding or payment of any tax that should be paid by the Purchaser in connection with the purchase and/ or use of the Sale Node Deed, as well as possession and use of Tokens.
10.2. The Purchasers is responsible to pay any and all taxes, duties imposed by any governmental authority, associated with Your use of the Node Deeds and smart contract (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, acquisition, sale of any Node Deeds (as the case may be).
11.Dispute Resolution
11.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Romania.
11.2 Jurisdiction
Any dispute, controversy, or claim arising out of or relating to these Terms, including their validity, invalidity, breach, or termination, shall be settled by the competent courts of Bucharest, Romania.
12. Miscellaneous
12.1 Entire Agreement
These Terms, together with the White Paper, and any referenced documents, constitute the entire agreement between the Purchaser and the Company regarding Node Deeds.
12.2 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.3 Contact
For questions or support, contact the Company at [email protected].
