Node hosting agreement

The below terms and conditions form part of the Agreement. In this Agreement, unless the contrary intention appears:

1. The Redbelly Network requires the Provider to host a node for the Redbelly Network (Node) so that the decentralisation, security and performance of the Redbelly Network is maintained.
2. Each Node will run a pair of consensus-SEVM processes to support the network.
3. During the Term, the Provider will provide the Services.
4. During the Term, Redbelly engages the Provider to be the provider of the Services.

1. The Provider shall provide the Services to Redbelly:
   1. for the Term;
   2. for the Provider Transaction Reward.
2. If the Provider employs an agent, subcontractor or third party to perform or carry out any part of the Services, the Provider is not relieved of its liabilities and obligations arising out of, or in connection with, this Agreement by such employment.
3. The Redbelly Network server, system and network requirements that the Provider must ensure the provision of are as detailed at https://vine.redbelly.network/nds-node-hardware-specification-requirements. These are subject to change from time to time; and the Provider will be notified of any such changes.
4. The Node management requirements that the Provider must ensure the provision of are as follows:
   1. Provider (as the Node operator) to be responsible for hardware, virtualisation (if applicable) and operating system, and for its updates;
   2. Provider (as the Node operator) to be responsible for updates to the Redbelly Network software as required by Redbelly from time to time; and
   3. If the Provider (as the Node operator) requires Redbelly support and requests so in writing, the Provider may provide Redbelly with access to the Node for support and troubleshooting, if required.
5. Rewards may be offered to the Provider from time to time as agreed between the parties or as Redbelly may be obligated under any third party contracts or direction.

1. The Provider acknowledges and agrees that it is the Provider’s (and where appropriate the Permitted Users’) responsibility to acquire, maintain and properly use any device, communications link and software and to update any device, communications link or software if the Technical Specifications or the Service change during the Term.
2. The Provider acknowledges and agrees that the Service requirements may change from time to time, and as a result the Provider must (within 12 hours from the time of written notice being provided to the Provider):
   1. change add or delete the functions, features, performance, or other characteristics of the Service, and if such change, addition or deletion is made, the specifications of the Service shall be amended accordingly; and
   2. correct errors or upgrade the Service, provided that the functionality or availability of the Service used by the Permitted User shall not materially decrease during the Term.
3. The Provider must request and receive in writing approval for major changes or new versions of the Service. The Provider guarantees that any and all changes, additions, deletions, error corrections, patches or new versions will be compatible with any Application, other software or interface that connects to or interfaces with the Service.
4. The Provider will identify any guidelines and usage restrictions (if any) that may apply to the Service during the Term provided that such guidelines and restrictions do not result in a material reduction in the level of performance or availability of the Service during the Term. If the Provider’s guidelines and usage restrictions result in a material reduction in the level of performance or availability of the Service during the Term Redbelly may:
   
   1. exercise its rights to immediately terminate this Agreement; or
   2. make a recommendation to the governors of the Redbelly Network to terminate this Agreement
5. The Provider will comply with all applicable laws and industry best practice in connection with access to or use of the Service.

1. The Provider agrees:
   1. it shall ensure that the Service at all times complies with Redbelly’s requirements for the Service;
   2. it will not vary the Service without the prior written consent of Redbelly, such consent not to be unreasonably withheld;
   3. to apply security and encryption to all Redbelly and Permitted User information as instructed by Redbelly;
   4. it shall implement and comply with any disposal requirements specified by Redbelly from time to time; and
   5. it shall ensure the accessibility, usability and preservation of the Service does not change detrimentally in any material respect as a result of any changes made by the Provider to the Service and any agreed downtime of the Service.
2. The Provider agrees that it shall use its best endeavours to prevent viruses or other harmful or malicious code from executing on the node.
3. The parties agree that Redbelly and/or its representative may conduct an audit of the Service, at Redbelly’s cost, up to one time per year. The number of audits may be exceeded where additional audits are required by any lawful authority, or in the event that Redbelly reasonably expect that there is a problem with the Services. The audit shall solely involve access to the Service and Redbelly Data, access to all relevant documentation and access to evidence to verify the Provider’s processes and controls. Such documentation and evidence may include but is not limited to the Provider’s data and logs directly related to the Service, the Provider’s architecture, systems and procedures, independent certifications or interviews.

1. 1. Force Majeure Event;
   2. act or omission of Redbelly; and
   3. act or omission of any person who is identified in writing as being under the direction of Redbelly.

The Provider must not:

1. 1. remove, alter or obscure any disclaimer or notice, or any restricted right legend, trademark, copyright or other ownership right legend appearing in the Service on a screen or any print out from the Service;
   2. allow access to or use of the Service by any unauthorised entity;
   3. copy, adapt, translate, publish, or create any adaptation, translation, or derivative of the Service unless expressly permitted by Redbelly or required at law;
   4. reverse engineer, reverse compile, decompile or disassemble any code or any part of the Service or otherwise attempt to derive the Redbelly Data or Redbelly Network; or
   5. use or permit the use of the Service for any purpose that may cause damage or injury to any person or property or breach any law.

1. The Provider has no financial cap on its legal liability where that liability arises from:
   1. bodily injury (including sickness and death), including to the extent that the legal liability is covered by an indemnity in clause 8.2; or
   2. loss of, or damage to, tangible property, including to the extent that the legal liability is covered by an indemnity in clause 8.2;
   3. breach of the Provider’s obligation of confidence under or pursuant to clause 9; or
   4. the Provider’s indemnity in respect of breach of privacy obligations as stated in clause 9.

1. Redbelly does not own or have any ownership interest or rights to the Provider’s Services wherever the Node may be located, other than as set out in this Agreement.
2. Redbelly grants to the Provider or to any third party associated with the Provider, a non-exclusive, non-transferable licence over the Redbelly Data for the sole purpose of the Provider performing its obligations under this Agreement and enabling use of the Service.
3. The Provider will ensure continuity of accessibility and usability (in each case, in material compliance with this Agreement) of all Redbelly Data regardless of any migration of data to other formats during the Term. The Provider will notify Redbelly of any proposed migration and must allow Redbelly to reasonably verify data integrity, with Redbelly’s reasonable costs to be borne by the Provider (if any).
4. The Provider may delete, purge and/or disclose Redbelly Data where it is required to do so under any applicable law. Where the Provider receives a request to delete, purge and/or disclose any part of the Redbelly Data, if legally permitted to do so, it shall promptly notify Redbelly of the request to enable Redbelly to respond.
5. Subject to clause 9.4, the Provider and any third party associated with the Provider will not access, disclose, delete, process or otherwise use Redbelly Data for any purpose other than in accordance with this Agreement or as expressly authorised by Redbelly.
6. Without limiting this clause, the Provider agrees that, in respect of any Personal Information it shall comply with Privacy Laws applicable to its provision of the Service.

1. The node that is included as part of the Services from the Provider must be online to receive the Provider Transaction Reward.
2. Subject to 11.1, the Provider Transaction Reward will be automatically sent as RBNT to the wallet address nominated by the Provider after each new block is created on the Redbelly Blockchain.
3. From time to time, additional RBNT rewards or incentives may be offered to the Provider. These rewards will have additional terms and conditions, including but not limited to: time based vesting schedules, staking obligations, and the provision of services.

1. The Provider may terminate this Agreement at any time by notifying Redbelly through a support ticket, or by email to info@redbelly.network.
2. Redbelly will monitor the status of the Services from the Provider. If the node that is included within the Services of the Provider has the state of “Tombstoned” (as described in https://vine.redbelly.network/nds-network-governance); this agreement will terminate.
3. In addition to any other right to terminate, Redbelly may immediately terminate this Agreement for cause by providing the Provider notice in writing, if the Provider persistently or materially breaches the Provider’s performance warranties (irrespective of whether such breaches collectively constitute a substantial breach) in which event the Provider will be liable for Redbelly’s reasonable direct costs and expenses associated with the Provider’s breach.
4. On termination of this Agreement for any reason:
   1. the Provider will no longer receive any Provider Transaction Rewards, and may not be eligible for other rewards or incentives offered to the Provider;
   2. all licences granted by Redbelly to the Provider immediately terminate;
   3. other than in respect of Confidential Information which is Redbelly Data, each party shall destroy or return and make no further use of any confidential information (and all copies of them) of the other party;
   4. the Provider must delete Redbelly Data within 7 days (unless otherwise directed by Redbelly at any time) and, if requested by Redbelly, provide certification that it has been deleted; and
   5. at Redbelly’s request made within 30 days of termination, the Provider must provide Redbelly with access to a copy of all Redbelly Data in the standard format as usually provided to/from Redbelly.

1. The Provider may from time to time make available to a Permitted User the Provider’s products or services, provided such products and services are not available from Redbelly. Any acquisition for this purpose by the Permitted User of the Provider’s products or services, and any exchange of data between the Permitted User and the Provider is solely between the Permitted User and the Provider. Redbelly is not liable for, and does not warrant or support, third party or the Provider’s products or services.
2. If the Provider installs or enables Third Party Applications for use with the Services, Redbelly is not responsible for any use of such Third Party Applications.

1. The Provider releases Redbelly from all liability for provision of the Service. Redbelly will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service.
2. The Provider acknowledges that the Redbelly Network may be impacted by one or more regulatory inquiries or regulatory actions, which by implication could impede or limit the ability of the Provider to provide the Service, or which could impede or limit a Permitted User’s ability to access or use the Service, and such disruption may cause Redbelly to terminate this Agreement.
3. To the extent possible, the Provider must update the protocol underlying Services to account for any advances in cryptography and to incorporate additional security measures, and guarantees/represents industry standard security of the system.

The Provider agrees to release and to indemnify, defend and hold harmless Redbelly and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including legal fees and court costs) claims or actions of any kind whatsoever arising or resulting from provision of the Services, the Provider’s breach of this Agreement, and any of the Provider’s acts or omissions that implicate publicity rights, defamation or invasion of privacy. Redbelly reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by the Provider and the Provider agrees to subrogate if required and cooperate with Redbelly in the defence of any such matter.

1. Each party will continue to exclusively own all Intellectual Property Rights it owns as at the date of this Agreement, or which are developed independently of this Agreement (Background IPR).
2. In the unlikely event that there is new Intellectual Property Rights developed under this Agreement (Foreground IPR), then the Foreground IPR shall be owned by Redbelly.
3. The Provider must not further develop, modify, maintain, sublicense and commercialise any Foreground IPR.
4. Redbelly grants to the Provider a non-exclusive, transferrable, sublicensable, royalty free licence to utilise any Redbelly Data or Background IPR solely in connection with the provision of the Services under this Agreement.
5. To the extent that Moral Rights subsist in any materials provided by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, the Disclosing Party warrants and represents that it has obtained the unconditional and irrevocable written consent from the author of those materials to all acts or omissions by the Receiving Party, its directors, employees, contractors, successors or assignees which would otherwise constitute an infringement of the author’s Moral Rights, including not attributing authorship of the materials, attributing authorship of the materials to another person, changing the materials or otherwise subjecting the materials to derogatory treatment as that term is defined in the Copyright Act 1968 (Cth).

1. Each party in receipt of Confidential Information (the Receiving Party) must maintain in confidence all Confidential Information disclosed to it by the other party (the Disclosing Party). The Receiving Party must not use or disclose Confidential Information of the Disclosing Party except as contemplated by this Agreement.
2. The Receiving Party must protect the Disclosing Party’s Confidential Information with the same standard of care that the Receiving Party uses to protect its own confidential information, but in no event less than a reasonable degree of care.
3. The Receiving Party shall promptly notify the Disclosing Party of any unauthorised disclosure or use of any Confidential Information that comes to the Receiving Party’s attention and shall take all action that the Disclosing Party reasonably requests to prevent any further unauthorised use or disclosure thereof.
4. The obligations of confidentiality contained in this clause  will not apply to any information to the extent that it can be established by the Receiving Party that the information was available to the public prior to the Disclosing Party’s first disclosure to Receiving Party, is lawfully received by the Receiving Party from a third party having no obligation of confidentiality with respect to such information, is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party, or is required to be disclosed by judicial or governmental order, provided that the Receiving Party will give the Disclosing Party prompt notice of such requirement and cooperate with the Disclosing Party in the event that the Disclosing Party elects to contest such disclosure or seek a protective order with respect to such disclosure.
5. The Receiving Party must, at the request of the Disclosing Party, immediately deliver to the Disclosing Party (or destroy) all documents or other materials containing or referring to that Confidential Information which are in its possession, power or control or in the possession unless the receiving party has a right under this Agreement, or at law, to retain it.
6. The Receiving Party acknowledges that a breach by the Receiving Party of any of its obligations under this Agreement would irreparably harm the Disclosing Party and damages would not be an adequate remedy for any such breach.
7. If the Receiving Party actually breaches or threatens to breach this Agreement, the Disclosing Party will be entitled to seek equitable remedies (including injunctive relief or specific performance as a remedy) in addition to other available relief without proof of actual or special damage.

1. Redbelly reserves the right, at its sole discretion, to modify or replace the terms of this Agreement at any time. The most current version of the terms will be available online at the Redbelly Vine portal, https://vine.redbelly.network/node-hosting-agreement. The Provider is responsible for reviewing and becoming familiar with any such modifications and use constitutes acceptance of the terms as modified. Redbelly will notify the Provider in writing or via announcement of any such modification.
2. The Provider hereby represents and warrants that the Provider is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement and to abide by and comply with its terms.
3. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements, oral or written, between the parties.
4. The failure of Redbelly to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found to be invalid, the parties nevertheless agree that any third party should endeavour to give effect to the parties' intentions as reflected in that provision, and the other terms remain in full force and effect.
5. Regardless of any statute or law to the contrary, any claim or cause of action by the Provider arising out of or related to the use of the content or services must be filed within one (1) year after such claim or cause of action arose or is barred.
6. Each party agrees to comply with any applicable privacy legislation which governs the collection, storage, use and disclosure of personal information by that party in its relevant jurisdiction. Each party must take all reasonable steps to protect personal information in its possession against misuse or loss, to the extent required by that applicable privacy legislation.
7. To the extent that a party provides personal information (as that term is defined in the Privacy Act 1988 (Cth) to the other party in connection with this Agreement, the disclosing party warrants that it has collected, stored, used and disclosed that personal information in accordance with all applicable privacy legislation.
8. Each party acknowledges and represents to each other that it has had the opportunity to seek and obtain separate and independent legal advice before entering into this Agreement.  If either party has entered this Agreement without first taking legal advice it has done so at its sole and absolute discretion and it will not be entitled to rely upon the absence of legal advice as a defence to any breach of any of the provisions of this Agreement.
9. The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties.
10. Redbelly may assign or subcontract this Agreement in its absolute discretion.
11. The Provider shall not assign or subcontract this Agreement without the written consent from Redbelly.