©2025 Datagram All. rights reserved.
This Datagram Full Core Node Agreement (“Agreement”) governs your access to and use of the Datagram node software (the “Node Software”) and any associated node license non-fungible tokens (“Node Licenses”). This Agreement is a binding legal contract between you and Datagram Group Ltd., a British Virgin Islands business company (“Datagram”, “Company”, “we”, or “us”). By downloading, installing, accessing, or using the Node Software or purchasing, accessing, or using a Node License, you confirm that you have read, understood, and agree to this Agreement in full. If you do not agree to all terms, you are strictly prohibited from any use of the Node Software or Node Licenses.
For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:
“Datagram Network” means the decentralized infrastructure protocol, including its supporting systems, smart contracts, services, interfaces, tools, governance mechanisms, and any associated software components developed, deployed, or maintained by Datagram or its affiliates, which enable or coordinate the operation of nodes utilizing the Node Software and Node Licenses.
“Restricted Person” means any person or entity that (i) is a citizen or resident of, located in, incorporated in, or otherwise subject to the jurisdiction of a Restricted Jurisdiction; (ii) is listed on, or owned or controlled by a party listed on, any list of sanctioned or prohibited persons maintained by the United States Department of the Treasury’s Office of Foreign Assets Control, the European Union, the United Nations Security Council, the United Kingdom, or any other applicable sanctions authority; (iii) acts on behalf of or for the benefit of any of the foregoing; or (iv) uses any method, including but not limited to virtual private networks (“VPNs”), proxy services, or anonymizing software, to disguise their location or identity for the purpose of circumventing geographic restrictions.
You represent and warrant that you are at least eighteen (18) years of age and have the legal capacity to enter into binding agreements.
You represent, warrant, and covenant that you are not a citizen, resident, or organized in the United States,China, North Korea, Iran, Syria, Cuba, Venezuela, Russia, Crimea, Belarus, or any jurisdiction subject to sanctions imposed by the United States, the United Kingdom, or the European Union (“Restricted
Jurisdictions”), and that you are not identified on any government list of prohibited or restricted parties. You shall not use any VPN, proxy, or other means to circumvent these restrictions.
Datagram may, in its sole discretion, require you to provide Know Your Customer (“KYC”) information to purchase, access, or use a Node License, operate the Node Software, redeem or claim any Network Rewards, or confirm your eligibility to participate in the Datagram Network. You agree to provide all information requested by Datagram and authorize Datagram to retain and process such information in accordance with applicable law. You further represent and warrant that all such information is true, complete, and accurate, and you agree to promptly update any information that becomes incomplete or inaccurate. You acknowledge and agree that failure to provide required KYC information, or failure to successfully pass identity verification, may result in the suspension or termination of your rights under this Agreement. You further acknowledge and accept that such failure shall not entitle you to any refund, recourse, compensation, or other remedy, and you expressly waive any such claim.
Subject strictly to your continuous compliance with this Agreement, Datagram grants you a limited, non-exclusive, revocable, non-transferable (with respect to the Node Software license), and non-sublicensable license to download, install, and use the Node Software solely for the purpose of operating Datagram nodes. This license does not grant any ownership or proprietary interest in the Node Software. For clarity, the transferability of any Node License is governed exclusively by Clause 4.2.
You agree not to, including without limitation, copy, distribute, sublicense, rent, lease, lend, assign, or otherwise exploit the Node Software or Node Licenses except as expressly permitted under this Agreement; sell, transfer, or assign any Node License during the twelve (12) month Restricted Period following issuance; after the Restricted Period, transfer any Node License except in compliance with Clause 4.2; reverse-engineer, decompile, or attempt to access source code; modify, adapt, or create derivative works; circumvent any security or technical measures; or use the Node Software for any unlawful, abusive, fraudulent, or infringing purposes. Notwithstanding the foregoing, you may delegate operation of the Node Software to a third-party Nodes-as-a-Service (“NaaS”) provider or similar contractor solely for the purpose of operating a node on your behalf, provided that such third party is not aRestricted Person, you remain responsible for compliance with this Agreement, and you provide any information Datagram reasonably requests regarding such delegation. For the avoidance of doubt, such delegation does not constitute a transfer, sale, assignment, or sublicensing of the Node License or the Node Software.
You acknowledge and agree that Node Licenses provide access credentials to participate in the Datagram Network and do not confer any ownership, equity, debt, profit share, revenue rights, or governance rights in Datagram. Node Licenses are not securities, investments, or financial instruments.
Node Licenses are non-transferable for a period of twelve (12) months from the date of issuance (the “Restricted Period”). During the Restricted Period, you shall not sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Node License, whether voluntarily or by operation of law. Upon expiration of the Restricted Period, you may transfer your Node License solely in compliance with applicable laws and regulations and any requirements Datagram may establish from time to time. Any such transfer shall also operate as an assignment of your rights under this Agreement solely with respect to the transferred Node License, and the transferee shall be deemed to have accepted and agreed to be bound by this Agreement as a condition of the transfer. Datagram shall have no responsibility or liability whatsoever in connection with any transfer, assignment, or disposition of a Node License after the Restricted Period.
You acknowledge and agree that all purchases, transfers, or acquisitions of Node Licenses are final and non-refundable. Datagram does not and will not offer refunds or exchanges for any reason, including without limitation any termination or suspension of this Agreement or your access to the Node Software or Node Licenses, any failure to complete or pass KYC or verification procedures, any changes to the features or functionality of the Node Software or Datagram Network, or any regulatory or legal determination affecting the Node Licenses. You waive any right to request or receive a refund or compensation from Datagram under any circumstances, except to the extent any non-waivable statutory rights expressly require otherwise.
You acknowledge that the Node Software may, from time to time, automatically download and install updates, patches, or enhancements onto your machine. You may disable automatic updates through the software settings, provided that you understand and accept that doing so may impair the functionality of the Node Software or affect your eligibility to earn or receive Network Rewards.
Operating a node may entitle you to earn Network Rewards. Your eligibility to receive and redeem Network Rewards is conditional upon your continuous compliance with this Agreement, including without limitation maintaining a valid Node License, fulfilling applicable uptime, performance, and verification requirements as specified in the Datagram Network documentation, and completing any KYCprocedures if requested by Datagram. You acknowledge and agree that Network Rewards are not guaranteed and may be adjusted, suspended, withheld, or canceled in accordance with the Datagram Network protocol, applicable laws, or regulatory requirements.
Network Rewards will expire if not claimed within one hundred eighty (180) days from the date they are earned. Any Network Rewards that remain unclaimed following this period will automatically be forfeitedwithout further notice or compensation. You further acknowledge and agree that your Network Rewards may be subject to slashing or reduction as a penalty for failure to comply with protocol rules governing node operation, including without limitation downtime, submission of invalid data, or other behavior that adversely affects the security or integrity of the Datagram Network. Slashing penalties will be determinedby the Datagram Network in accordance with published protocol documentation as updated from time to time. Datagram shall have no liability to you for any expired, slashed, or forfeited Network Rewards resulting from your failure to operate a node in compliance with these requirements.
You acknowledge and agree that you shall not be entitled to redeem, withdraw, convert, claim, or otherwise access any Network Rewards unless and until you have completed any Know Your Customer (“KYC”), anti-money laundering, sanctions screening, or other verification procedures Datagram may require, and Datagram has, in its sole discretion, verified your identity and confirmed your eligibility to receive such Network Rewards. You further acknowledge and agree that Datagram may, in its sole discretion and at any time, request additional information, documentation, certifications, or other evidenceof your identity, source of funds, tax status, residence, or any other matter Datagram deems relevant to compliance with applicable law or its internal policies. Datagram reserves the right, without limitation, to withhold, delay, suspend, cancel, or refuse any redemption or release of Network Rewards if you fail to provide complete and accurate information or if Datagram determines, in its sole discretion, that such redemption would violate applicable laws or regulations or present compliance, reputational, or other risk.Datagram shall have no obligation or liability whatsoever to you for any expiration, forfeiture, slashing, or other loss of Network Rewards resulting from your failure to timely complete any verification procedures or comply with any redemption requirements.
You shall not, including without limitation, interfere with the Datagram Network or other users; use the Node Software to violate any law, including without limitation any applicable export controls, sanctions, or anti-money laundering regulations; introduce malware, viruses, or malicious code; attempt unauthorized access or reverse-engineering; create competing services or products; use the Node Softwarebeyond reasonable volumes or for excessive purposes; or forge packet headers or impersonate Datagram.
All right, title, and interest in and to the Node Software, Node Licenses, the Datagram Network, and all associated documentation, technology, software, trademarks, service marks, logos, content, and other intellectual property (collectively, the “Datagram IP”) are and shall remain the exclusive property of Datagram or its licensors and are protected by applicable copyright, trade secret, and other intellectual property laws. No rights or licenses are granted to you except as expressly set forth in this Agreement.
You shall not remove, alter, or obscure any copyright, trademark, or proprietary rights notices incorporated in or accompanying the Node Software or Node Licenses. Any unauthorized use of the Datagram IP shall constitute a material breach of this Agreement and may violate applicable laws.
The Node Software and Node Licenses are provided strictly on an “as is,” “as available,” and “with all faults” basis. To the maximum extent permitted by law, Datagram and its affiliates, licensors, and service providers expressly disclaim all representations, warranties, conditions, or guarantees of any kind, whether express, implied, statutory, or otherwise, including without limitation any warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, or accuracy, as well as any warranties arising from course of dealing, course of performance, or usage of trade. Datagram doesnot warrant that the Node Software or Node Licenses will be uninterrupted, secure, error-free, or compatible with any particular device or third-party service. You assume the entire risk as to the performance and results of the Node Software and Node Licenses.
You acknowledge and agree that Node Licenses are not intended to constitute securities, commodities, or any other form of investment product, and no expectation of profit shall apply. You further acknowledge and agree that nothing in this Agreement or otherwise provided by Datagram constitutes legal, financial, tax, or investment advice, and you shall not rely on any statement of Datagram as such. You are solely responsible for determining whether your purchase, access, or use of Node Licenses or Node Software complies with applicable laws and regulations in your jurisdiction.
You acknowledge and agree that Datagram may, in the future and at its sole discretion, launch a native digital token (“Datagram Token” or “$DGRAM”) for use within the Datagram Network. Nothing in this Agreement constitutes a commitment or guarantee that any such token will be launched, distributed, or made available to you.If and when any Datagram Token is issued, its availability, eligibility criteria, utility, allocation mechanics(including to Node License holders), redemption process, and transferability shall be determined solely byDatagram and may be subject to separate terms and conditions, including without limitation Know Your Customer (KYC), anti-money laundering (AML), sanctions screening, or geographic restrictions. Datagram reserves the right to modify, suspend, or cancel any such token-related mechanism at any time without notice or liability.You further acknowledge that participation in the Datagram Network, including the operation of a node orpossession of a Node License, does not confer any legal or equitable right to acquire any Datagram Tokenor any other digital asset. No part of this Agreement or the Datagram Network constitutes an offering of securities, commodities, or other financial instruments in any jurisdiction.
Datagram shall have no liability for any perceived or actual loss, opportunity cost, or damages arising from any decision to launch, delay, modify, or cancel any such token initiative.
To the maximum extent permitted by law, in no event shall Datagram or its affiliates, directors, officers, employees, contractors, agents, or licensors be liable to you or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation any lost profits, lost revenues, loss of goodwill, loss of data, business interruption, or other intangible losses arising out of or relating to this Agreement or the use of or inability to use the Node Software, Node Licenses, or Datagram Network, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Datagram has been advised of the possibility of such damages. In no event shall Datagram’s total aggregate liability arising out of or in connection with this Agreement, the Node Software, the Node Licenses, or the Datagram Network exceed one hundred U.S. dollars (USD 100).
You agree, at your own expense, to indemnify, defend, and hold harmless Datagram, its affiliates, licensors, service providers, and its and their respective directors, officers, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and expenses) arising out of or relating to: (a) your access to or use of the NodeSoftware, Node Licenses, or Datagram Network; (b) your violation of this Agreement or any applicable law or regulation; (c) any content, data, or materials you provide in connection with the Node Software orDatagram Network; or (d) your infringement or misappropriation of any intellectual property or other rights of any third party. Datagram reserves the right, at its sole discretion and at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate fully with Datagram in asserting any available defenses and in the settlement of any claim. You shall not settle any claim without Datagram’s prior written consent.11. TerminationDatagram reserves the unilateral right, at any time and for any reason, to suspend, restrict, or terminate your access to the Node Software and Node Licenses and to withhold or cancel any accrued or unclaimed Network Rewards. Upon termination, all rights granted to you immediately cease, you must destroy all copies of the Node Software, and Datagram shall have no obligation to compensate you for any loss.
Before commencing arbitration, you must first contact Datagram at legal@datagram.network and attempt to resolve the dispute informally.
Any dispute shall be resolved exclusively by binding arbitration administered by the London Court of International Arbitration (“LCIA”) under the LCIA Rules then in effect, conducted in English, with a single arbitrator appointed in accordance with such Rules. The seat of arbitration shall be the British Virgin Islands. You waive any right to a trial by jury and participation in any class or representative actions. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, subject to the limitations of this Agreement. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
You and the Company agree that the arbitration, including all fillings, evidence, testimony, hearings, and the arbitrator’s decision and award, shall remain confidential. Disclosure may only be made: (a) as required by applicable law or legal process, or as necessary to enforce or challenge the arbitration award; (b) to witnesses, experts, legal counsel, or other participants in the arbitrations, provided such individuals are bound by confidentiality obligations; or (c) with respect to information that is in the public domain or was independently obtained outside the context of the arbitration.
This Agreement shall be governed exclusively by and construed in accordance with the laws of the BritishVirgin Islands, without regard to conflict of law principles.
Except as expressly permitted under Clause 4.2, you may not assign, delegate, transfer, or sublicense this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Datagram. Any attempted assignment, delegation, transfer, or sublicense in violation of this Agreement shall be null and void. Upon any permitted transfer of a Node License in accordance with Clause 4.2, all of your rights under this Agreement with respect to that Node License shall automatically be assigned to the transferee, and the transferee shall be deemed to have accepted and agreed to be bound by this Agreement as a condition of such transfer. Datagram may assign, transfer, or delegate this Agreement or any rights or obligations hereunder at any time, without notice or your consent, including without limitation to any affiliate, to a successor in interest, or in connection with a corporate transaction.
Datagram reserves the right, in its sole discretion, to modify, amend, supplement, or otherwise change thisAgreement at any time. Any such modification, amendment, supplement, or change will become effectiveimmediately upon posting on Datagram’s official website or through any other method of communication
Datagram reasonably selects. It is your responsibility to regularly review the most current version of this Agreement prior to each use of the Node Software or Node Licenses.Your continued access to or use of the Node Software, Node Licenses, or participation in the Datagram Network after any such changes have been posted shall constitute your binding acceptance of the revised Agreement. If you do not agree to any revised terms, you must immediately cease all use of the Node Software, Node Licenses, and participation in the Datagram Network.
If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be severed and the remaining provisions of this Agreement shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties’ original intent.
Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed or construed to create or confer any rights or remedies upon any person or entity other than the parties heretoand their respective permitted successors and assigns. This Agreement is intended solely for the benefit ofthe parties and their permitted successors and assigns.
Datagram shall not be liable for any delay or failure in performance of any obligation under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, civil disturbances, governmental actions, embargoes, strikes, labor disputes, power failures, Internet or blockchain network outages, or failures of third-party service providers (“Force Majeure Events”). Upon the occurrence of a Force Majeure Event, Datagram shall be excused from further performance for the duration of such event and for a reasonable period thereafter.
You acknowledge that the Node Software, Node Licenses, and the Datagram Network are based on emerging, experimental, and evolving technologies, and their use involves inherent and substantial risks. These risks include, without limitation: system or software failures; bugs or technical errors; cybersecurity breaches; smart contract vulnerabilities; unanticipated changes to the Datagram Network or its protocol (including but not limited to modifications to Network Rewards or node operations); regulatory uncertainty; market volatility; disruptions due to increased demand or network congestion; or the complete loss of utility, functionality, or perceived value of the Node Software, Node Licenses, or Network Rewards.
You expressly assume all such risks and agree that your access to or use of the Node Software, Node Licenses, and the Datagram Network is entirely at your own risk. You hereby irrevocably waive, release, and discharge the Company from any and all claims, demands, causes of action, or liabilities of any kind, whether known or unknown, arising out of or in any way related to your acquisition, use, or inability to use the Node Software, Node Licenses, or participation in the Datagram Network.You further acknowledge that you are solely responsible for determining and complying with all legal, regulatory, and tax obligations applicable to your use of the Node Software, Node Licenses, and participation in the Datagram Network in any jurisdiction. The company does not provide legal, financial,or tax advice, and assumes no responsibility for your compliance with any such obligations.
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by email to legal@datagram.network or to the email address you provide to Datagram; or (b) when posted on the Datagram website. You are responsible for ensuring that your email address remains current and that you regularly check for communications from Datagram.
If you have any questions about this Agreement or the Node Software or Node Licenses, you may contact Datagram by email at legal@datagram.network. All correspondence shall be in English.
