Massive end-user license agreement

1. Introduction. This end-user license agreement (“EULA”) sets forth the provisions under which Massive Computing, Inc. (“Massive”) is willing to grant to you (“You”) certain licenses to software that Massive initially or subsequently provides as is defined below (“Client Software”). Massive works with authorized SDK partners as defined below (individually, an “Authorized SDK Partner”, and collectively, “Authorized SDK Partners”), who agree to provide You with clear methods to opt in to and opt out of the Client Software. Any attempt by an Authorized SDK Partner to subvert such methods should be reported immediately to help@joinmassive.com.

While You are opted in to the Client Software, your computing resources, including your CPU, GPU, RAM, storage, bandwidth, and electricity (“Computing Resources”), but not including your personally-identifiable information (“PII”), may be used to generate revenue for Massive and Authorized SDK Partners in exchange for access to software, features, content, or services provided to You. Massive aims to use Computing Resources in a manner that is imperceptible. You expressly authorizes Massive to use your Computing Resources as described in this EULA, and are responsible for any incurred electricity costs according to local rates.

BY CLICKING “I AGREE” OR BY TAKING ANY STEP TO INSTALL OR USE THE CLIENT SOFTWARE, YOU (1) REPRESENT THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN YOUR STATE, PROVINCE, OR JURISDICTION OF RESIDENCE, AND IF APPLICABLE, YOU ARE DULY AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO THIS CONTRACT, AND (2) YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THE EULA, DO NOT USE THE CLIENT SOFTWARE.

Massive may change this EULA from time to time by notifying You of such changes by any reasonable means, including by posting a revised EULA on Massive’s website. Such changes will not apply to any dispute between You and Massive arising prior to the date on which Massive posted the revised EULA or otherwise notified You of the changes.

1.1 Definitions.

1.11Client Software” is Massive-provided software, software updates, or new product offerings that generate revenue through the use of Computing Resources, by mining cryptocurrency, running scientific simulations, processing image and video files, rendering 3D models, assisting in the location of Bluetooth-enabled devices, or other computing tasks.

1.12Authorized SDK Partners“ are developers or publishers that provide You with access to software, features, content, or services in exchange for You opting in to use the Client Software.

2. Cryptocurrency mining. You acknowledge the risks associated with cryptocurrency mining, including but not limited to potential damage to your computer hardware, deterioration of your computer performance, increase in your electricity consumption or costs associated therein, cyberattacks by those unaffiliated with Massive or Authorized SDK Partners, and changes to legislation regarding mining or transmission of digital assets. Neither Massive nor Authorized SDK Partners are liable for any damage or loss associated with your use of the Client Software.

3. Ownership of revenue generated. You will not receive or attain any cryptocurrency mined or other revenue generated through the use of your Computing Resources. You acknowledge that You have no rights to or ownership of any such cryptocurrency or other revenue.

4. Limited license. Massive grants You a royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable, limited right and license to install and use the Client Software solely on desktop and mobile computing devices owned and controlled by You, and to use the Client Software on such computing devices strictly in accordance with the terms and conditions of this EULA.

5. Restrictions on use. You shall use the Client Software strictly in accordance with the terms of this EULA and shall not (1) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Client Software, except to the extent that such prohibition is not allowed under applicable law, (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Client Software, (3) violate any applicable laws, rules, or regulations in connection with your use of the Client Software, (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) of Massive or its affiliates, partners, suppliers, or licensors of the Client Software, (5) use the Client Software for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended, (6) make the Client Software available over a network or other environment that permits access or use by multiple desktop or mobile computing devices simultaneously, unless all the devices are owned by You, (7) use the Client Software to create a product or service that is, directly or indirectly, competitive with or in any way a substitute for any product or service offered by Massive, (8) use the Client Software to send automated queries to any website or to send any unsolicited email, or (9) use any proprietary interfaces of or information from Massive, or other intellectual property of Massive in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Client Software.

6. Maintenance and updates. Upon delivery of the Client Software, Massive may provide maintenance on an ongoing basis by automatically updating You to the latest Client Software version. Massive shall make copies of updates of the Client Software available to You as it sees fit, without additional charge, promptly after commercial release. The updates will become part of the Client Software and will be subject to the provisions of this EULA. The Client Software may be updated automatically or You may be notified by Massive or Authorized SDK Partners to download and install updates yourself. If You refuse to use the updates that Massive makes available, Massive may terminate this EULA.

7. Term and termination. This EULA is effective upon your acceptance or upon your downloading, installing, accessing, and using the Client Software, even if You have not expressly accepted the EULA. The EULA shall continue in effect until termination as provided herein or in perpetuity until You or Massive terminate the EULA. You may terminate the EULA at any time by uninstalling and ceasing use of the Client Software. Massive may terminate the EULA at any time for any reason. Without prejudice to any other rights, the EULA will terminate automatically without notice to You if You breach or fail to comply with any of the limitations or other requirements described herein, and You agree that in any such case Massive may, in addition to any other remedies it may have at law or in equity, remotely disable the Client Software.

8. Change in law. You hereby acknowledge that (1) the state of the law with respect to digital assets is unsettled, and (2) new applicable laws, changes to existing laws, or changes in the interpretation of existing laws may hold that the Client Software or the structure of the economic terms hereunder is not permissible. If a change in law holds that the operation of the Client Software is not permissible, frustrates the purpose of this EULA, or imposes a material obligation on Massive or Authorized SDK Partners that Massive or Authorized SDK Partners cannot address on commercially reasonable terms after using reasonable, good-faith efforts, Massive may terminate the Client Software without notice and without further liability to You.

9. Limitation of liability. UNDER NO CIRCUMSTANCES SHALL MASSIVE OR ITS AFFILIATES, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE CLIENT SOFTWARE AND ANY THIRD-PARTY CONTENT OR SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MASSIVE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MASSIVE’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE, OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. WARRANTY DISCLAIMER. EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW, AND FOR THE SOLE LIMITED WARRANTY EXPRESSLY GRANTED TO YOU ABOVE, THE CLIENT SOFTWARE IS LICENSED “AS IS”, AND MASSIVE DISCLAIMS ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND TIMELINESS. MASSIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THIRD-PARTY SOFTWARE AND DOES NOT WARRANT THAT THE CLIENT SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE CLIENT SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE CLIENT SOFTWARE WILL BE CORRECTED OR THAT THE CLIENT SOFTWARE WILL BE COMPATIBLE WITH FUTURE MASSIVE PRODUCTS, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH THE CLIENT SOFTWARE WILL NOT BE LOST, CORRUPTED, OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE CLIENT SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE CLIENT SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE CLIENT SOFTWARE.

11. Proprietary rights to software and trademarks. You acknowledge that the Client Software Software is proprietary to Massive and is protected under United States copyright and other intellectual property laws and international treaties. You further acknowledge and agree that Massive and its third-party licensors own and shall continue to own all right, title, and interest in and to the Client Software, including associated intellectual-property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, non-exclusive, revocable license expressly granted to you herein, this EULA does not grant you any ownership or other right or interest in or to the Client Software or any other intellectual property rights of Massive, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that Massive uses in connection with the Client Software or with services rendered by Massive are marks owned by Massive. The EULA does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

12. Force majeure. No delay, failure, or default, other than a failure to pay fees (if any) when due, will constitute a breach of this EULA to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the reasonable control of Massive or Authorized SDK Partners.

13. Miscellaneous. This EULA will be construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law rule. All disputes, suits, actions, or proceedings relating to the EULA shall be brought solely in the state or federal courts located in the Borough of Manhattan, New York. The EULA may only be modified in writing by authorized representatives of the parties. All notices required or authorized under the EULA must be in writing and shall be sent, as applicable, to Massive’s postal address below. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver, or excuse.

14. Contact information. The website of Massive is https://joinmassive.com/. Massive’s postal address is:

Massive
2093 Philadelphia Pike #1787
Claymont, Delaware 19703

15. Entire agreement. This EULA sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions, with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.