This End User License Agreement ("Agreement") is entered into between MANTRA Ventures Limited, a company incorporated in British Virgin Islands ("Licensor," "we," "us," or "our"), and the end user ("Licensee," "you," or "your").

This Agreement governs the use of the MANTRA Chain Mainnet RPC Node Virtual Machine Image/Snapshot (the "Product") provided by Licensor and made available via Google Cloud Marketplace or other authorized channels. By deploying, accessing, and using the Product, you acknowledge that you have read, understood, and agreed to be bound by the terms and conditions of this Agreement from the date you first access or use the Product.

Definitions:

1.1. “Commercial Purposes” refers to any activity undertaken with the intention of generating profit, revenue, or financial gain.

1.2. “Confidential Information” means information that one party (or an affiliate) discloses to the other party under this Agreement that is marked as confidential or would reasonably be considered confidential given the nature of the information and the circumstances of disclosure. It does not include information that the recipient independently developed, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Licensee Data is considered Licensee's Confidential Information.

1.3. “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Product and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship.

1.4. “Intellectual Property Rights” means and includes all current and future worldwide rights under patent (including patent applications and disclosures), inventions, know-how, copyright, trade secret, trademark, and moral rights laws, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.5. “Licensee Data” means all data uploaded to or processed by the RPC Node server deployed using the Product by Licensee or on Licensee’s behalf. Licensee Data does not include Performance Data (as defined in clause [8]).

1.6. “Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

1.7. “Operating System” or “OS” is a system software that manages computer hardware and software resources, and provides common services for computer programs.

1.8. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

1.9. “Performance Data” means data relating to the Licensee’s use of the Product and the RPC Node server deployed from it, excluding any personal data.

1.10. “RPC Node” is a node that exposes a remote procedure call (“RPC”) interface, allowing external entities (such as developers or applications) to interact with the node.

1.11. “RPC Provider Service” refers to a service that offers RPC capabilities within the MANTRA Chain network or any other blockchain network.

1.12. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files, related to the Product.

1.13. “MANTRA Chain” is the blockchain protocol the RPC Node deployed using the Product interacts with.

1.14. “MANTRA Chain Mainnet RPC Node Virtual Machine Image/Snapshot” or “Product” means and includes the virtual machine image or snapshot provided by the Licensor that is designed to run an RPC Node for the MANTRA Chain Mainnet.

1.15. “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

License to Use

2.1. Subject to the terms and conditions of this Agreement and payment of applicable fees, Licensor grants Licensee a worldwide, non-exclusive, non-transferable, non-sub-licensable, revocable license to use the Product solely for the purpose of deploying and running your own MANTRA Chain Mainnet RPC Node server on infrastructure you control, provided that the Licensor may revoke the license only in the event of breach or as otherwise set out under Clause 10 (Termination). Licensee is solely responsible for the deployment, configuration, hosting, operation, maintenance (including the OS), and ongoing management of the server and other underlying infrastructure. Licensee shall use the Product in accordance with any documentation provided by Licensor. Any deviations from recommended practices outlined in the documentation are at the sole risk of Licensee.

2.2. The Product may include open-source components, each subject to its respective open-source license. Except for the express licenses granted herein, no other licenses are granted, whether by implication or otherwise.

Operating System and User’s Responsibility for Future Updates

3.1. The Product is provided as a virtual machine image/snapshot based on a specific Operating System version at the time of its creation. Upon obtaining and deploying the Product, Licensee acknowledges that the Licensee becomes solely responsible for the ongoing maintenance, including security updates, patches, and version upgrades, of the operating system and associated software on the server where the Product is deployed. Licensor shall not be responsible for staying current with or providing security patches and/or updates released by the chosen OS or other third-party software included in the Product. Licensee is solely responsible to keep the Licensee’s server (deployed using our Product) current with all necessary security updates and patches. Licensee's failure to do so may expose the RPC Node or the underlying infrastructure to potential vulnerabilities, and Licensor shall not be held liable for any issues, damages, or losses arising from Licensee's failure to apply necessary updates or maintain the operating system and server.

3.2. Licensee is solely responsible for the management, security, and service status of the RPC Node server deployed from the provided Product. Licensor is not responsible for any issues arising from Licensee's deployment, hosting, use, configuration, or management of the server or the underlying infrastructure.

Payment Terms

Licensee agrees to pay Licensor the fees associated with the license to use the Product and any related services (such as access to updates to the Product image/snapshot) as described in the product details listed in the Google Cloud Marketplace or as otherwise agreed upon.

Intellectual Property

5.1. The Product, including the virtual machine image/snapshot and all underlying Licensor-owned software and associated Intellectual Property Rights, is and shall remain the exclusive property of the Licensor. This Agreement does not convey any ownership rights, implied or otherwise, to the Licensee other than the limited right to use the Product in accordance with the terms of this Agreement. 5.2. As between the Licensee and Licensor, Licensee owns all Intellectual Property Rights in the Licensee Data. 5.3. At its option, Licensee may provide feedback and suggestions about the Product to the Licensor (“Feedback”). If Licensee provides Feedback, then Licensor and its affiliates may use that Feedback without restriction and without obligation to Licensee.

Restricted Uses

Licensee acknowledges and agrees to the following restrictions on the use of the Product:

6.1. Licensee shall not engage in, and shall prevent any third party from engaging in, any action that undermines the integrity, security, or functionality of the Product, the software contained within it, or the MANTRA Chain network. This includes, but is not limited to, reverse engineering, decompiling, disassembling, or attempting to derive the Source code of the Product or the software running within the deployed VM.

6.2. Licensee shall not reproduce, distribute, modify, adapt, translate, or create Derivative Works based on, the Product, except as necessary to deploy and run the VM for the permitted uses.

6.3. Licensee agrees not to remove, alter, or obscure any proprietary notices or labels on or within the Product.

6.4. Licensee shall not mirror, sell, resell, sub-license, rent, lease, or otherwise transfer the Product or any rights granted herein, to any third party, except that Licensee may provide access to the RPC Node server deployed from the Product to its own end users as permitted in Clause 7.

6.5. Licensee shall not interfere with, or disrupt the integrity or performance of, the RPC Node server deployed from the Product, or any data or content contained therein or transmitted thereby, in a manner that negatively impacts the MANTRA Chain network or other users of the network.

6.6. Licensee shall not use the Product or the RPC Node server deployed from it for any purpose other than the intended use as specified under clauses 2 and 7 of this Agreement. Any unauthorized use, including but not limited to use for illegal or malicious activities, is strictly prohibited.

6.7. Except as expressly permitted under clauses 2 and 7 of this Agreement, Licensee shall not use the Product to create a competing RPC Provider Service and sell subscriptions or services to third parties. The Licensee may not mark-up or resell the Product itself or access to the RPC Node deployed from it for any Commercial Purposes beyond what is permitted in Clause 7.

6.8. Licensee shall not use the Product or the RPC Node server deployed from it to create a service that directly competes with the Licensor's offerings, including any subscription-based RPC services Licensor may provide. For the avoidance of doubt, this restriction shall not prevent Licensee from operating independent RPC services using infrastructure and software not derived from the Product.

6.9. Licensee shall not use the Product or the RPC Node server deployed from it in a manner that violates any applicable laws, intellectual property rights, privacy rights, or other rights of any third party. 

Permitted Uses

7.1. Licensee is authorized to use the Product solely for the purpose of deploying and running the Licensee’s own MANTRA Chain Mainnet RPC Node server for personal or internal business purposes on infrastructure controlled by the Licensee.

7.2. Where the Licensee’s decentralized application (“dApp”), protocol, or service within the MANTRA Chain network uses the RPC Node server deployed by the Licensee from the Product to access the MANTRA Chain Mainnet, it is acknowledged that end users of the dApp, protocol, or service are indirectly utilising the RPC Node. This would constitute a permitted use, provided such use is solely through the Licensee's deployed RPC Node server and does not involve the redistribution or resale of the Product itself, and is within the scope of the Licensee's permitted usage of their deployed node and does not violate any other terms of this Agreement, including the restrictions in Clause 6.

Data Processing

8.1. Licensor may collect and analyze Performance Data relating to the use of the Product and the RPC Node server deployed from it. Licensor may use this information for its own business purposes, including to improve the Product, monitor and analyse activities in connection with the Product, as well as to create anonymized statistics for Licensor’s own marketing purposes.

8.2. Unless a separate agreement covering the subject matter of this Agreement is entered into by the parties that specifically references the data processing addendum, each party will comply with the Privacy Policy, as available at https://www.mantrachain.io/legal/privacy-policy. The Privacy Policy is incorporated into this Agreement by reference.

8.3. Licensor will implement reasonable technical and organizational safeguards designed to protect Licensee Data that is processed by Licensor in connection with the provision of the Product (if any) against unauthorized loss, destruction, alteration, access, or disclosure. Licensee is solely responsible for the security of Licensee Data on the RPC Node server deployed and managed by Licensee.

8.4. Licensor will not access or use Licensee Data residing on the Licensee's deployed RPC Node server, except as may be necessary to provide limited support related to the Product if explicitly agreed upon and initiated by the Licensee, and in accordance with applicable law.

Confidential Information

9.1. The recipient will not disclose the Confidential Information, except to affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential.

9.2. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; or (c) lead to death or serious physical harm to an individual. As between the parties, Licensee is responsible for responding to all third party requests concerning its use of the Product and the deployed RPC Node server.

Term and Termination

This Agreement is effective from the day you first download or use the Product until terminated by either party. Licensee may terminate this agreement by ceasing all use of the Product and the deployed RPC Node server, and permanently deleting all copies of the Product. Licensor reserves the right to terminate this license at any time for any reason and where reasonably feasible agrees to provide 30 days’ notice to the Licensee before termination, except in cases of Licensee's breach of this Agreement or actions that threaten the integrity or security of the Product, the software within it, or the MANTRA Chain network, in which case termination may be immediate. Upon termination, Licensee must cease all use of the Product and the deployed RPC Node server, permanently delete all copies of the Product, and discharge any outstanding payment obligations to the Licensor up to the date of termination.

Indemnity

11.1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses arising out of or relating to any claim concerning: (a) your download, access to, or use of the Product; (b) your deployment, hosting, operation, or management of the RPC Node server using the Product; (c) breach of this Agreement or violation of applicable law by you; or (d) a dispute between you and any of your end users if your use of the RPC Node deployed from the Product is connected to providing services to them.

11.2. We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any losses arising solely from an unaffiliated third-party allegation that the Product as provided by Licensor, when used in accordance with this Agreement and accompanying documentation, infringes or misappropriates the third party's Intellectual Property Rights.

11.3. This indemnification clause will not apply to the extent the underlying allegation arises from: (a) the indemnified party's breach of this Agreement; (b) modifications to the Product or the software within it by anyone other than the indemnifying party; (c) combination of the Product or the software within it with materials not provided by the indemnifying party; or (d) use of non-current or unsupported versions of the Product or the operating system/software on which the deployed RPC Node server is running.

11.4. In addition to Licensor’s indemnity obligations, if the Product becomes, or in Licensor’s opinion is likely to become, the subject of an infringement claim, Licensor may at its sole option and expense: (i) procure for Licensee the right to make continued use of the Product; (ii) replace or modify the offending components of the Product so that they become non-infringing; or (iii) terminate this Agreement and require the return or deletion of all copies of the offending Product.

11.5. The indemnity obligations under this clause are conditioned on the following: 11.5.1. The indemnified party must promptly notify the indemnifying party in writing of any allegation that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation and Third-Party Legal Proceeding. If breach of this clause prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party's obligations will be reduced in proportion to the prejudice. 11.5.2. The indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed. 11.6. This section sets forth each party’s only rights and obligations under this Agreement for any third party’s Intellectual Property Rights.

Disclaimer of Warranties

THE PRODUCT IS PROVIDED "AS IS'' AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. LICENSOR DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR BE COMPLETELY SECURE. YOU ACKNOWLEDGE THAT BLOCKCHAIN TECHNOLOGY AND OPERATING VIRTUAL MACHINES CARRY INHERENT RISKS, AND YOU ASSUME ALL RISK ASSOCIATED WITH YOUR USE OF THE PRODUCT AND THE DEPLOYMENT AND OPERATION OF THE RPC NODE SERVER.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT OR THE DEPLOYED RPC NODE SERVER. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THE AGREEMENT IS LIMITED TO THE TOTAL FEES PAID BY LICENSEE TO LICENSOR FOR THE LICENSE TO USE THE PRODUCT DURING THE 12-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY (OR THE TOTAL FEES PAID SINCE THE COMMENCEMENT OF THE AGREEMENT IF LESS THAN 12 MONTHS).

Nothing in this Agreement limits either party’s liability for the following: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) Licensee’s payment obligations and its obligations under the Indemnity clause; or (iv) any liability that cannot legally be limited.

Notices

All notices must be in writing and addressed to the other party’s legal department and primary point of contact. The email address for notices being sent to the Licensor is contact@mantrachain.io. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

Amendments

15.1. The Licensor may make changes to this Agreement from time to time which shall become effective immediately upon posting the revised Agreement on the mantrachain.io website or providing notice to you. Notwithstanding the foregoing, material amendments affecting scope of use, fees, or Licensee obligations shall require affirmative written acceptance by Licensee.

15.2. Your continued download, access to, or use of the Product after such change will constitute your consent and agreement to such changes.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law principles. The parties agree that the courts of England and Wales have exclusive jurisdiction in relation to the determination of disputes between them relating to the Agreement.

Export Control

The Product and related documentation may be subject to export control laws and regulations. Licensee may not access or use the Product, or any underlying information or technology except in full compliance with all applicable export control laws. None of the Product, or any underlying information or technology may be accessed or used (a) by any individual or entity in any country to which the United States has embargoed goods; or (b) by anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. You will comply with all Applicable Laws related to export and reexport (“Export Control Laws”), including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce; (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control; and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.

Miscellaneous

Licensees may not assign or transfer their rights or obligations under this Agreement without the prior written consent of the Licensor. Neither party nor their affiliates will be liable for any delay or failure to fulfil obligations under this Agreement due to causes beyond their reasonable control, including acts of God, telecommunications failures, cyber attacks, natural disasters, pandemics, governmental actions, terrorism, war, issues with the underlying MANTRA Chain network, or issues with the Licensee's chosen hosting infrastructure or internet connectivity. This Agreement does not create any agency, partnership or joint venture between the parties. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. This Agreement does not confer any benefits on any third party unless it expressly states that it does. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.