This Host Agreement (this “Agreement”) is a legally binding agreement between you and APPROPRIATE LLC (“APPROPRIATE”) governing your agreement to host a Helium hotspot under the terms of this Agreement.  For purposes of this Agreement, the term “Products” may include but is not limited to the hotspot and other devices or any accessories provided by APPROPRIATE.

You agree to be bound by this Agreement to the same extent as if you and we had manually executed a paper copy of this Agreement.  If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” or “Your” shall refer to such entity.

SYSTEM AND SERVICES

Use Restrictions.  You will not, directly or indirectly, (a) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product and/or Service, or the rights granted to you with respect to any Product and/or Service, (b) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on any Product and/or Service, (c) access or use the Products and/or Services in a way that implicates illegal or illicit activities or any other purpose other than to be a host, (d) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Product and/or Service by reverse engineering, disassembly, decompilation, or any other means, or access or use any Service in order to build or support or assist a third party in building or supporting, products or services competitive to APPROPRIATE or its products and services, (e) remove, obscure or alter any proprietary notice on Products, (g) use the Service to collect, process or store financial or personal information, (h) use or permit the access to or use of any Product, including the Service, for any unlawful activity, including exporting in violation of applicable law, or (i) access or use the Products, Service or any other deliverable for any use other than the those authorized in this Agreement. You acknowledge and agree that, except as set forth in this Agreement, APPROPRIATE does not provide support for the Products and/or Services. Without limiting our other remedies, we may (but are not required to) remotely suspend or disable Products and/or Services that we believe have been transferred or are being used in violation of this Agreement or for any other reason.

EQUIPMENT

Installation.  You are responsible for installing and activating the Product in accordance with the instructions we provide.  It is your responsibility to obtain and keep in effect all consents, authorizations, permits or licenses that may be required for the installation and operation of the Products and/or Services on the premises, and you hereby represent and warrant that you have and will at all times continue to have the rights to use the Products and/or Services at the applicable location.

Ownership.  As between you and APPROPRIATE, all content, hardware, software or data made available to you through access or use of the Products or Service or otherwise provided by APPROPRIATE (“APPROPRIATE Content”), is and will remain the exclusive property of APPROPRIATE and its licensors. You may only use the APPROPRIATE Content for your own internal use in connection with a Product or Service.

Electrical and Internet Requirements. In order to use the Products and/or Services, the Hotspot must be plugged into an object that provides electrical power and Internet provided by independent and third-party companies. The electric power and/or Internet may have outages from time to time, and during any such outage the Products and/or Service will be unable to operate, and APPROPRIATE is not obligated to provide Services during any such outages and neither APPROPRIATE nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any such failure.

Responsibility for Customer Equipment.  APPROPRIATE has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that you elect to use in connection with the Products and/or Services (the “Customer Equipment”).  Customer Equipment may be damaged or suffer service outages as a result of the installation, use, inspection, maintenance, repair, and removal of products.  Except for gross negligence or willful misconduct, neither APPROPRIATE nor any of its affiliates, suppliers, employees, agents or contractors shall have any liability whatsoever for any damage, loss, or destruction to the Customer Equipment.  In the event of gross negligence or willful misconduct by APPROPRIATE, suppliers, employees, agents or contractors, we shall pay at our sole discretion for the repair or replacement of the damaged Customer Equipment up to a maximum of $100 USD.  This shall be your sole and exclusive remedy relating to such activity.

TERMINATION AND MODIFICATION OF THIS AGREEMENT, PRODUCTS AND SERVICES

Modifications of Terms of this Agreement, Products and Service. APPROPRIATE may, from time to time and without prior notice, modify the terms of this Agreement or, add, wholly discontinue, delete or change the features or functionality of the Products or Service.

Termination of Agreement. APPROPRIATE or You may terminate this Agreement at any time subject to the terms hereof.  All terms that by their nature would survive the termination of this Agreement shall survive such termination (including, for example and without limitation, all return obligations, limits of liabilities and indemnities, and other provisions).  APPROPRIATE may terminate this Agreement at any time for any suspected unauthorized use or any misuse of any Product or Service.

EARNINGS AND PAYMENT

In exchange for your agreement to host a Hotspot, you will earn a share of the earnings generated solely from that hotspot, which we will forward to you on a monthly basis.  In order to receive your earnings through APPROPRIATE, you must establish a secure wallet (“Your Wallet”) for your Helium Network Tokens (“HNT”), or provide APPROPRIATE with an alternate wallet address.  On a monthly basis APPROPRIATE will deposit into Your Wallet your share of earnings income as a direct result of the mining done by your specific Hotspot that you host.  You acknowledge and agree that the amount of earned HNT is not guaranteed and requires that the Product is powered on, connected to the Internet, and mining HNT. Likewise, moving or obstructing the Products and/or Services may reduce earnings. APPROPRIATE does not guarantee any Products and/or Services will earn HNT. Furthermore, HNT may have no value, and APPROPRIATE makes no promises or warranties as to the value of HNT.

COMPENSATION IN LOCAL FIAT

You may choose to be receive your income in local fiat.  In such event, APPROPRIATE will exchange your HNT earnings for you into the appropriate fiat at the fair exchange rate and send to you the resulting fiat amount.

TAXES

You acknowledge and agree that the receipt of earnings in the form of HNT into Your Wallet or a direct payment in local fiat may constitute a taxable event and that the HNTs deposited into Your Wallet or direct payment in local fiat do not include any reduction for taxes.  You acknowledge and agree that you are solely responsible and liable for the withholding and payment of all applicable federal, state and local taxes.  You agree that your earnings are independent of APPROPRIATE and agree to defend, indemnify and hold APPROPRIATE harmless from and against all damages resulting from any alleged failure by you to withhold or pay any applicable federal, state or local taxes.  You acknowledge and agree that you are not an independent contractor of APPROPRIATE and that with respect to APPROPRIATE this Agreement does not form a partnership, joint venture or employment relationship between you and APPROPRIATE.  You acknowledge and agree that you are not and will not be considered employees of APPROPRIATE for any purpose.

CANCELLATIONS AND RETURNS

You may decide at any time to stop using the Products and Service by notifying APPROPRIATE in writing.  Upon receipt of your notice, we will provide you instructions on discontinuing your use of the Product and Service and your cancellation or decision to stop using the Products will be deemed a termination of this Agreement under the terms hereof.  You are obligated to return the Product to us within thirty (30) days of our request. If you fail to do so, we may charge you our prevailing price for the Product.

DISCLAIMERS OF WARRANTIES; LIMITED SUPPORT SERVICES

Your use of the products and service is at your sole risk. The products and service are provided “as is” and “as available” without warranties of any kind either express or implied. All representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed by appropriate to the maximum extent permitted by applicable law. Appropriate makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, availability, accuracy or completeness of the products and service. Appropriate does not represent or warrant that the use of the products and service will be secure, timely, uninterrupted or error-free or will operate in combination with any other hardware, software, system or data; that the products and service will meet your requirements or expectations; or that the products and service available are free of viruses or other harmful components.  Appropriate’s products and service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, the open source environment and third parties including products supplied by appropriate. Appropriate is not responsible for any delays, delivery failures, or other damage resulting from such problems.

LIMITATIONS ON LIABILITY

No indirect damages.  Under, no circumstances shall we or our officers, directors, vendors, contractors, employees or affiliates be liable to you, whether in contract, tort or otherwise, for indirect, incidental consequential, special, punitive, exemplary damages, cost of security and data breaches or other damages of any type of kind, including personal injury, loss of data, revenue, profits, reputation, property damage, use or other economic advantage (even if such damages are foreseeable, and whether or not either party has been advised of the possibility of such damages) arising from any aspect of the relationship provided for herein.  You expressly agree and acknowledge that the foregoing limitations of liability form an essential basis of the bargain between the parties and shall apply even if a limited remedy fails of its essential purpose or is deemed unconscionable.  In no event shall appropriate’s aggregate liability exceed fifty us dollars ($50.00) for any reason and upon any cause of action including without limitation, breach of contract, negligence, strict liability, misrepresentations, and other torts. This limitation of liability is cumulative and not per incident.

INDEMNIFICATION

You shall indemnify and hold harmless APPROPRIATE and its officers, directors, vendors, contractors, employees, or affiliates from and against any claims, causes of action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’ fees), liabilities, and settlements to the extent they arise out of or in connection with or resulting from your actions or inactions, or the use of the Product or Services.

SECURITY AND PRIVACY

You are solely responsible for applying appropriate security measures to your data and your use of the products and services.  Security third party provider products or services are between you and those third parties and not appropriate.  If you are not comfortable with any third party provider or disagree with their use, we respect that and you should not be a host.

SEVERABILITY 

If a court of competent jurisdiction finds any provision of this Agreement unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.  You and APPROPRIATE intend that all restrictions on use, disclaimers of warranties, limitations of responsibility and liability, exclusions of damages or other remedies, and indemnification rights of APPROPRIATE in this Agreement shall be upheld and applied to the maximum extent permitted by law.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and APPROPRIATE.  By entering into this Agreement, you affirm that you are not relying on our advice, advertisements, or any other representation, promise, condition, inducement, or warranty, express or implied, from any person that is not expressly and specifically set forth in writing in this Agreement.  In the event of a conflict between this Agreement and any other communication, request, agreement or order, the terms of this Agreement shall prevail.

ASSIGNMENT

We reserve the right to assign this Agreement or to subcontract any of our obligations hereunder without notifying you and without obtaining your consent. You may not transfer this Agreement to anyone else unless we approve the transfer in writing.

GOVERNING LAW AND VENUE

The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the STATE OF CK/P as if performed wholly within the state and without giving effect to the principles of conflicts of laws. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any dispute between the parties regarding this Agreement will be subject to the exclusive venue and applicable laws of the state and federal courts located in Fulton County, Georgia.

NOTICES

If you or we wish to give the other party written notices under this Agreement, the notice must be (a) in writing, (b) if to you, sent to your email address on file with us (or posted in your account if no email address is on file), (c) if to us, sent to our email address at success@APPROPRIATE.io.  Notices will be effective upon delivery.

FORCE MAJEURE AND THIRD PARTIES

To the extent that either party’s performance is prevented or delayed, either totally or in part, for reasons beyond that party’s reasonable control, then that party will not be liable for not performing, so long as it resumes performance as soon as practicable after the reason delaying performance no longer exists. The ability of APPROPRIATE to continue to maintain and support the Products or Services depend on third parties and APPROPRIATE is not liable in any way for the failure of those third parties to continue to perform or provide any products, services, or maintenance related thereto.