MUSIX SOFTWARE PURCHASE AGREEMENT
THIS MUSIX NODE PURCHASE AGREEMENT (the “Agreement”) is entered into as of the Effective Date by and between Block Reign Inc., a Delaware corporation authorized by the Wyoming-based Musix Forward Foundation to sell Musix Node software licenses (“Block Reign,” “Seller,” “we,” “us,” or “our”), and the undersigned purchaser (“Buyer,” “you,” or “your”).
This Agreement governs the purchase, license, and operation of the Musix Node software (the “Node Software”). By purchasing and using the Node Software, you agree to be bound by the terms set forth herein.
1. DEFINITIONS
For purposes of this Agreement:
1.1 Agreement means this Musix Node Purchase Agreement.
1.2 Musix Node or Node Software means the proprietary software licensed by Musix Forward Foundation that enables participation in the Musix Network, a decentralized, community-governed network.
1.3 Digital Rewards means any digital assets that may be distributed by the Gnodi Blockchain protocol to node operators in connection with their participation. Digital Rewards are generated solely by the blockchain protocol and not by the Musix Networks, Musix Forward Foundation, and it servicing agency Block Reign.
1.4 Buyer means the individual or entity purchasing the Node Software license.
1.5 Restricted Jurisdiction means any jurisdiction where node software or digital assets are prohibited or require licensing that has not been obtained, including jurisdictions subject to OFAC or similar sanctions.
1.6 Applicable Law means all relevant federal, state, local, and international laws, including but not limited to securities, tax, anti-money laundering (AML), sanctions, data protection, and consumer protection laws.
1.7 Intellectual Property Rights means all patents, copyrights, trademarks, trade secrets, and other proprietary rights recognized in any jurisdiction worldwide.
1.8 Confidential Information means all non-public business, financial, or technical information disclosed by either party.
1.9 Effective Date means the date you complete purchase of the Node Software license.
2. NATURE OF LICENSE
2.1 The Node Software is a software license that enables you to participate in the Culutre Network network. It is not a security, financial instrument, or investment product.
2.2 You acknowledge that:
- Your purchase is solely for the purpose of operational participation in the network.
- You have no expectation of profit from the managerial or entrepreneurial efforts of Musix Networks, the servicing agent Block Reign, or any third party.
- The primary intent is to contribute to network operations, not speculation or investment.
2.3 This license is non-exclusive, non-transferable, non-sublicensable, and revocable as set forth in this Agreement.
3. CONTROL AND RESPONSIBILITY
3.1 You maintain exclusive control over your Node Software, configurations, credentials, and operations.
3.2 Block Reign does not control, manage, or operate your node and has no ability to recover lost private keys, reverse blockchain transactions, or ensure uptime.
3.3 You are solely responsible for:
- Hosting and maintaining your node;
- Securing your access credentials;
- Covering network fees, electricity, internet connectivity, and third-party hosting costs.
4. LEGAL COMPLIANCE & RESTRICTED PURCHASERS
4.1 By entering into this Agreement, you represent and warrant that you are not:
- A resident, entity, or incorporated body in any Restricted Jurisdiction;
- Listed on any U.S. or foreign sanctions or watch list (including OFAC);
- Under 18 years of age or lacking legal capacity.
4.2 You further represent that all funds used for this purchase are from lawful sources and not derived from money laundering, terrorism financing, or other illicit activities.
5. SECURITIES LAW DISCLAIMER
5.1 THE NODE SOFTWARE AND ANY DIGITAL REWARDS HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR ANY OTHER SECURITIES LAW.
5.2 NO GOVERNMENTAL AUTHORITY HAS APPROVED OR DISAPPROVED THIS AGREEMENT OR PASSED UPON ITS ADEQUACY.
5.3 You agree you are not purchasing the Node Software with an expectation of profit from the efforts of others.
6. DIGITAL REWARDS DISCLAIMER
6.1 Digital Rewards, if any, are generated solely by the Gnodi Blockchain and the Musix Networks protocol and are not distributed, managed, or guaranteed by Block Reign.
6.2 There is no guarantee that you will receive Digital Rewards, and their existence, frequency, or value is entirely dependent on decentralized network factors.
6.3 Musix Forward Foundation, Musix Network, and the servicing agent Block Reign Inc. does not create, control, or guarantee any market, liquidity, price, or convertibility of Digital Rewards. The Musix Networks is not responsible for the distribution of Digital Rewards, which are generated solely by the decentralized Musix Networks protocol and governed by the Musix Forward Foundation. However, Block Reign may, in its capacity as a centralized technology company, assist clients and partners in integrating products, services and solutions with the Gnodi Blockchain. Such integrations are intended to enhance utility, adoption, and ecosystem participation, which may indirectly contribute to demand for Digital Rewards. Any such ecosystem development efforts are focused solely on fostering real-world product adoption and network use, and shall not be construed as investment promotion, market-making, or a guarantee of financial return.
7. RISK ACKNOWLEDGEMENTS
By purchasing the Node Software, you expressly acknowledge the following risks:
- Technology Risks: Bugs, hacks, forks, outages, protocol changes, and obsolescence.
- Regulatory Risks: Future laws may restrict or prohibit node operations, require licensing, or impose penalties.
- Economic Risks: Digital Rewards may have no value or liquidity; you may lose the entire purchase price.
- Tax Risks: You are solely responsible for reporting and paying taxes arising from Digital Rewards.
8. FEES, PAYMENT, AND REFUNDS
8.1 All purchases are final and non-refundable, except as required by law.
8.2 You are responsible for all operational, network, hosting, maintenance, and tax costs associated with node participation.
9. INTELLECTUAL PROPERTY
9.1 Block Reign retains all Intellectual Property Rights in the Node Software.
9.2 You are granted only a limited license to use the Node Software in accordance with this Agreement.
9.3 You may not reverse engineer, modify, sublicense, lease, or otherwise exploit the software.
10. CONFIDENTIALITY
Both parties agree to maintain confidentiality of non-public information except as required by law or regulatory authority.
11. REPRESENTATIONS & WARRANTIES
You represent and warrant that:
- You have conducted independent due diligence.
- You have consulted with your own legal, tax, and financial advisors.
- You are sophisticated enough to understand blockchain technology risks.
- Your purchase is based solely on your independent judgment.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- BLOCK REIGN AND THE MUSIX FORWARD FOUNDATION SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DIGITAL REWARDS.
- TOTAL LIABILITY SHALL NOT EXCEED THE PURCHASE PRICE PAID.
13. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Block Reign, the Musix Forward Foundation, and their officers, employees, and affiliates from any claims, losses, or damages arising from:
- Your operation of a node;
- Your violation of law;
- Your breach of this Agreement.
14. DISPUTE RESOLUTION
14.1 Governing Law: This Agreement shall be governed by the laws of the State of Wyoming.
14.2 Arbitration: Disputes shall be resolved by binding arbitration under the American Arbitration Association, seated in Wyoming.
14.3 Class Action Waiver: YOU AGREE THAT ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS PART OF A CLASS OR REPRESENTATIVE ACTION.
14.4 Jury Trial Waiver: YOU WAIVE ANY RIGHT TO A JURY TRIAL.
15. TERMINATION
Block Reign may suspend or terminate this Agreement immediately if you:
- Breach its terms;
- Use the Node Software unlawfully;
- Are required to cease use under Applicable Law.
Upon termination, your license ends immediately.
16. MISCELLANEOUS
- Entire Agreement: This Agreement constitutes the entire agreement between the parties.
- Severability: If any provision is held invalid, the remainder shall remain enforceable.
- Assignment: You may not assign this Agreement without Block Reign’s written consent.
- Amendments: Block Reign may amend this Agreement upon notice; continued use constitutes acceptance.
17. ACKNOWLEDGEMENT
By executing this Agreement, Buyer confirms that they:
- Understand the risks;
- Have not been promised financial returns;
- Purchase solely to participate in the Musix Networks.
18. ELECTRONIC ACCEPTANCE
By completing your purchase of the Musix Software Node License, you electronically agree to all terms of this Agreement. Your order confirmation serves as the Effective Date of this Agreement.
