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ALEDGER NODE OPERATOR COOPERATION AGREEMENT
ALEDGER NODE OPERATOR COOPERATION AGREEMENT
THIS NODE OPERATOR COOPERATION AGREEMENT (the "Agreement") is made and entered into as of the date of electronic acceptance (the "Effective Date"), by and between Aledger Network, LLC, a Delaware limited liability company with its principal place of business at [ADDRESS] ("Company"), and the individual or entity accepting this Agreement ("Node Operator"). Company and Node Operator may be referred to individually as a "Party" or collectively as the "Parties."
IMPORTANT LEGAL NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING TO BECOME A NODE OPERATOR. THIS IS A LEGALLY BINDING AGREEMENT.
1. DEFINITIONS
1.1 "AFI Token" means the utility token native to the Aledger Network ecosystem that enables various functions within the platform.
1.2 "Applicable Law" means all laws, statutes, regulations, directives, and binding codes of practice applicable to this Agreement.
1.3 "Community Guidelines" means the guidelines published by Company governing conduct within the Aledger ecosystem, as may be updated from time to time.
1.4 "Devices" means the WiFi devices registered to and managed by Node Operator within the Network.
1.5 "Network" means the Aledger decentralized network system.
1.6 "Node" means the virtual position within the Network that Node Operator maintains by meeting the requirements set forth in Exhibit A.
1.7 "Node Level" means the tier classification of a Node (Standard Node, Super Node, Master Node, or Apex Node) as determined by the criteria set forth in Exhibit A.
1.8 "Node Operator Dashboard" means the online interface provided by Company through which Node Operator manages their Node and team.
1.9 "Rewards" means the AFI Tokens earned by Node Operator through participation in the Network, as calculated according to the formulas set forth in Exhibit B.
1.10 "Staking" means the act of locking AFI Tokens within the Network for the purpose of maintaining Node status and earning Rewards.
1.11 "Team" means the group of users and/or other Node Operators registered under and managed by Node Operator.
2. NODE OPERATOR STATUS
2.1 Application and Approval. Node Operator must apply for Node status through the official Aledger application process. Company reserves the right to approve or reject applications in its sole discretion. Upon approval, Node Operator will receive access to the Node Operator Dashboard.
2.2 Node Requirements. To establish and maintain Node status, Node Operator must meet and continue to meet the requirements specified in Exhibit A for the applicable Node Level, including but not limited to: (a) Staking the required amount of AFI Tokens; (b) Maintaining the minimum number of active Devices; (c) Completing required training courses; and (d) Complying with all Network rules and Community Guidelines.
2.3 Independent Contractor Status. Node Operator is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Node Operator has no authority to bind Company in any manner. Node Operator is responsible for all taxes, expenses, and liabilities associated with Node Operator's activities.
2.4 No Territory Rights. Node Operator does not receive any exclusive territory rights or guaranteed geographic area. Multiple Node Operators may operate in the same geographic region.
3. NODE OPERATOR RESPONSIBILITIES
3.1 Legal Compliance. Node Operator shall comply with all Applicable Laws in the jurisdictions where Node Operator operates, including but not limited to: (a) Business registration and licensing requirements; (b) Tax reporting and payment obligations; (c) Data protection and privacy regulations; (d) Consumer protection laws; and (e) Anti-money laundering and know-your-customer regulations.
3.2 Team Building and Management. Node Operator shall: (a) Recruit, train, and support team members in accordance with Company's policies; (b) Provide accurate and complete information about the Network, AFI Tokens, and earning potential; (c) Not make false or misleading claims about returns or Rewards; (d) Monitor team performance and address issues promptly; and (e) Maintain professional and ethical standards in all team interactions.
3.3 Device Management. Node Operator shall: (a) Ensure all Devices are properly registered and maintained; (b) Monitor Device performance and uptime; (c) Promptly address technical issues with Devices; (d) Implement required updates and maintenance; and (e) Not tamper with or modify Devices in unauthorized ways.
3.4 Marketing and Promotion. Node Operator shall: (a) Only use marketing materials and methods approved by Company; (b) Not make exaggerated claims about earnings or returns; (c) Clearly disclose that returns are variable and not guaranteed; (d) Not engage in high-pressure or deceptive sales tactics; and (e) Comply with all advertising laws and regulations in applicable jurisdictions.
3.5 Training and Education. Node Operator shall: (a) Complete all required training courses for the applicable Node Level; (b) Ensure team members receive proper training on the Network and Devices; (c) Stay informed about updates and changes to the Network; and (d) Participate in educational webinars and events as required for the applicable Node Level.
3.6 Community Participation. Node Operator shall: (a) Participate in governance activities as permitted by Node Level; (b) Engage constructively in community discussions; (c) Report issues or concerns through appropriate channels; and (d) Support the overall health and growth of the Network.
3.7 Prohibited Activities. Node Operator shall not: (a) Engage in any illegal or fraudulent activities; (b) Create or promote pyramid schemes or other illegal business structures; (c) Manipulate or attempt to manipulate Rewards or rankings; (d) Use the Network for money laundering or terrorist financing; (e) Infringe on Company's intellectual property rights or misrepresent affiliation with Company; (f) Engage in activities that could damage Company's reputation; or (g) Violate the Community Guidelines or encourage others to do so.
4. COMPANY RESPONSIBILITIES
4.1 Platform Maintenance. Company shall make commercially reasonable efforts to: (a) Maintain and improve the Network infrastructure; (b) Address technical issues in a timely manner; (c) Implement security measures to protect the Network; and (d) Provide advance notice of scheduled maintenance when possible.
4.2 Node Operator Support. Company shall: (a) Provide a Node Operator Dashboard for managing Node activities; (b) Offer technical support through designated channels; (c) Provide training materials and educational resources; and (d) Respond to support inquiries within a reasonable timeframe.
4.3 Rewards Distribution. Company shall: (a) Calculate Rewards according to the formulas in Exhibit B; (b) Distribute Rewards on the schedule specified in Exhibit B; (c) Provide transparent reporting of Rewards calculations; and (d) Address discrepancies in Rewards calculations when properly documented.
4.4 Updates and Changes. Company shall: (a) Provide reasonable notice of material changes to the Network or this Agreement; (b) Communicate updates through official channels; and (c) Consider Node Operator feedback on proposed changes, particularly from higher Node Levels with governance rights.
5. REWARDS AND COMPENSATION
5.1 Rewards Structure. Node Operator may earn Rewards as specified in Exhibit B, including: (a) Mining rewards from bound Devices; (b) Commissions on Device sales; (c) Superior node rewards; and (d) Registration fee reward pool distributions (for eligible Node Levels).
5.2 Variable and Non-Guaranteed. ALL REWARDS ARE VARIABLE AND NOT GUARANTEED. Actual Rewards depend on multiple factors including but not limited to: (a) Network performance and protocol revenue; (b) Node Level and Device count; (c) Team performance metrics; (d) Staking amounts and duration; and (e) Compliance with all requirements.
5.3 Payment in AFI Tokens. All Rewards are calculated and paid in AFI Tokens, the value of which may fluctuate significantly. Node Operator acknowledges and accepts the risks associated with receiving compensation in cryptocurrency.
5.4 Taxes and Reporting. Node Operator is solely responsible for: (a) Determining the tax implications of Rewards; (b) Reporting income to appropriate tax authorities; (c) Paying all applicable taxes; and (d) Maintaining records necessary for tax compliance.
6. TERM AND TERMINATION
6.1 Term. This Agreement commences on the Effective Date and continues until terminated as provided herein.
6.2 Termination by Node Operator. Node Operator may terminate this Agreement at any time by: (a) Providing written notice to Company; (b) Unstaking all AFI Tokens (subject to applicable lock periods); and (c) Completing the Node deactivation process through the Node Operator Dashboard.
6.3 Termination by Company. Company may terminate this Agreement: (a) Immediately for material breach of this Agreement, violation of Community Guidelines, or illegal activity; (b) With 30 days' notice if Node Operator fails to meet minimum requirements for the applicable Node Level for the period specified in Exhibit A; or (c) With 90 days' notice without cause.
6.4 Effect of Termination. Upon termination: (a) Node Operator's access to the Node Operator Dashboard will be deactivated; (b) Node Operator must cease representing themselves as an Aledger Node Operator; (c) Node Operator's staked AFI Tokens will be returned according to the applicable unlock schedule; and (d) Accrued but unpaid Rewards will be paid out according to the standard schedule.
6.5 Survival. Sections 3.1, 3.7, 5.4, 6.4, 6.5, 7, 8, 9, 10, and 11 shall survive termination of this Agreement.
7. INTELLECTUAL PROPERTY
7.1 Company IP. All intellectual property related to the Network, including but not limited to trademarks, logos, software, and marketing materials, is owned by Company. Node Operator receives a limited, non-exclusive license to use designated materials solely for the purpose of operating as a Node Operator during the term of this Agreement.
7.2 Restrictions. Node Operator shall not: (a) Modify Company's intellectual property; (b) Create derivative works based on Company's intellectual property; (c) Register any trademarks, domain names, or social media accounts that include Company's trademarks or confusingly similar terms; or (d) Use Company's intellectual property in ways not expressly authorized.
7.3 Marketing Materials. Node Operator may only use marketing materials provided or explicitly approved by Company. Creation of custom marketing materials requires prior written approval.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) It has the full power and authority to enter into and perform this Agreement; (b) The execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) It shall comply with all Applicable Laws in connection with this Agreement.
8.2 Node Operator Representations. Node Operator represents and warrants that: (a) All information provided in the Node application and subsequent communications is true, accurate, and complete; (b) Node Operator is not subject to sanctions or designated on any list of prohibited parties by any governmental authority; (c) Node Operator will conduct all activities with integrity and in accordance with ethical business practices; (d) Node Operator will make only truthful and accurate statements about the Network, Rewards, and earning potential; (e) Node Operator understands that success as a Node Operator depends on multiple factors, including Node Operator's own efforts, and is not guaranteed; and (f) Node Operator understands and accepts the risks associated with cryptocurrency values, Network performance, and regulatory changes.
8.3 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, THE NETWORK AND NODE OPERATOR PROGRAM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS; (b) COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF REWARDS ACTUALLY PAID TO NODE OPERATOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; AND (c) THE LIMITATIONS SHALL APPLY EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
9.2 Basis of the Bargain. The Parties acknowledge that the limitations of liability set forth in this Section 9 are essential elements of the basis of the bargain between the Parties and that in the absence of such limitations, the terms of this Agreement would be substantially different.
10. DISPUTE RESOLUTION
10.1 Good Faith Resolution. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct negotiation between authorized representatives.
10.2 Mandatory Arbitration. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING THE BREACH, TERMINATION OR VALIDITY THEREOF, THAT CANNOT BE RESOLVED THROUGH GOOD FAITH NEGOTIATIONS SHALL BE FINALLY RESOLVED BY ARBITRATION. THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA") IN EFFECT AT THE TIME OF THE ARBITRATION, EXCEPT AS THEY MAY BE MODIFIED BY MUTUAL AGREEMENT OF THE PARTIES.
10.3 Class Action Waiver. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION PROCEEDING.
10.4 Arbitration Procedure. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA Rules. The seat of arbitration shall be in [City, State]. The arbitration shall be conducted in the English language. The arbitrator shall issue a reasoned written decision that explains the arbitrator's essential findings and conclusions.
10.5 Costs of Arbitration. Each party shall bear its own costs, including attorneys' fees, and share equally the fees and expenses of the arbitrator, unless the arbitrator determines otherwise.
10.6 Small Claims Exception. Notwithstanding the foregoing, either Party may bring an individual action in small claims court for disputes or claims within the scope of that court's jurisdiction.
10.7 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop misuse of intellectual property rights or breach of confidentiality obligations.
11. GENERAL PROVISIONS
11.1 Entire Agreement. This Agreement, including all exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
11.2 Amendments. Company may amend this Agreement from time to time by providing at least 30 days' prior notice to Node Operator. Node Operator's continued participation as a Node Operator after the effective date of any amendment constitutes acceptance of the amended Agreement. If Node Operator does not agree to an amendment, Node Operator must terminate this Agreement before the amendment takes effect.
11.3 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.
11.4 No Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
11.5 Assignment. Node Operator may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Company. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
11.6 Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, natural disaster, pandemic, epidemic, strikes or labor disputes, infrastructure or power failures, governmental acts or orders, or any other force majeure event.
11.7 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties.
11.8 Notices. All notices under this Agreement shall be in writing and sent to the addresses provided in this Agreement or as otherwise specified by the Parties in writing. Notices to Company shall be sent to [EMAIL ADDRESS]. Notices to Node Operator shall be sent to the email address provided in the Node application.
11.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.
11.10 Electronic Signature. The Parties agree that this Agreement may be signed electronically and that electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
11.11 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
By applying to become a Node Operator and/or staking AFI Tokens to establish Node status, Node Operator acknowledges that Node Operator has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
EXHIBIT A: NODE REQUIREMENTS AND PRIVILEGES
Node Types and Requirements
Level 1
Standard Node
100,000
60
75
Level 2
Super Node
250,000
90
250
Level 3
Master Node
500,000
120
600
Level 4
Apex Node
1,000,000
180
Unlimited
Dynamic Node Staking Requirements
As the AFI token price fluctuates, node staking requirements will dynamically adjust according to the following formula:
Adjusted Node Staking Requirement (AFI) = Initial Node Staking Requirement (AFI) × (Initial AFI Price / Current AFI Price) × Node Adjustment Factor
Where:
Initial AFI Price: 0.02 USDT
Current AFI Price: Real-time market price
Node Adjustment Factor: Starting at 1.0, adjustable through governance voting (range 0.8-1.2)
Adjustment Rules:
Evaluated and announced quarterly
Existing nodes receive a 60-day grace period to meet new requirements
Single adjustments limited to 50% maximum to ensure smooth transitions
Node Upgrade and Downgrade Mechanisms
Upgrade Mechanism:
Meet staking requirements
Complete required training courses
Achieve minimum team size requirements
Pay upgrade fee (denominated in AFI)
Downgrade Mechanism:
Staking amount below requirements for more than 30 days
Team size below requirements for consecutive 60 days
Violation of community guidelines
Option to restore original level within 90 days after downgrade (requires 50% of upgrade fee)
Token Unlocking Schedule
Standard Node
60 days
15%
15%
6.5 months
Super Node
90 days
13%
13%
7.5 months
Master Node
120 days
20%
15%
6 months
Apex Node
180 days
25%
15%
5.5 months
EXHIBIT B: REWARDS STRUCTURE
Node Privileges and Rewards
Level 1: Standard Node
Receives 10% of mining rewards from bound devices
Earns 7% commission on device sales
Can manage up to 75 devices
Receives 3% rewards when acting as a superior node
Responsibilities: Maintain device uptime, guide new users, promote the ecosystem
Level 2: Super Node
Receives 13% of mining rewards from bound devices
Earns 10% commission on device sales
Can manage up to 250 devices
Receives 4% rewards when acting as a superior node
Participates in community proposal voting (1.2× voting weight)
Responsibilities: Team management, training Level 1 nodes, monitoring device performance
Level 3: Master Node
Receives 16% of mining rewards from bound devices
Earns 13% commission on device sales
Can manage up to 600 devices
Receives 5% rewards when acting as a superior node
Participates in governance voting (1.5× voting weight)
Can submit improvement proposals
Responsibilities: Regional market development, team training, network governance participation
Level 4: Apex Node
Receives 18% of mining rewards from bound devices
Earns 15% commission on device sales
No limit on device management
Receives 6% rewards when acting as a superior node
Receives a share of the registration fee reward pool
Participates in major decision voting (2.0× voting weight)
Responsibilities: Leading large teams, developing regional strategies, driving ecosystem growth
Registration Fee Reward Pool Distribution
50% of registration fees enter the reward pool, distributed every 30 days as follows:
Top-ranked Level 4 node: Receives 70% of the pool
Second-ranked Level 4 node: Receives 30% of the pool
Ranking Criteria:
Total managed devices: 40% weight
Device activity: 30% weight
Team growth rate: 30% weight
Additional Incentives:
Consecutive 3 months at #1 ranking: Additional 10% reward
Consecutive 6 months in top 2: Additional 5% reward
Reward Distribution Schedule
Mining rewards: Distributed daily
Sales commissions: Processed within 7 days of confirmed sale
Superior node rewards: Calculated monthly and distributed by the 5th of the following month
Registration fee reward pool: Distributed on the 1st of each month based on previous month's performance
Note: All rewards are subject to the Network having sufficient revenue. Rewards may be reduced proportionally if Network revenue is insufficient to support projected rewards.
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