# Service and Node Provider Agreement **Version:** 1.0 **Date:** {{CURRENT_DATE}} This Service and Node Provider Agreement (hereinafter referred to as the "Agreement") is made and entered into as of the Effective Date (as defined below) by and between: **Mycelium NV**, a company incorporated in Dubai, UAE, with its principal place of business at DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, Dubai, United Arab Emirates, Registration Number: DMCCXXXX (hereinafter referred to as "Mycelium" or "Licensor"), AND **[Provider Name]**, a [company/individual] with its principal place of business at/residing at [Provider Address] (hereinafter referred to as the "Provider" or "Licensee"). Mycelium and the Provider are hereinafter collectively referred to as the "Parties" and individually as a "Party". **WHEREAS:** A. Mycelium has developed and owns or licenses certain software and a decentralized cloud platform known as the TF Grid, which includes the TF Marketplace and utilizes Mycelium Tokens (TFP) for value exchange. B. Mycelium offers a Certification program ("Mycelium Certification") for providers who meet specified quality, reliability, and operational standards. C. The Provider wishes to offer services (such as Certified 3Nodes and/or Slices) on the TF Grid and become a Mycelium Certified Provider. D. Mycelium is willing to grant the Provider a license to use certain Mycelium Software and provide support under the terms and conditions set forth in this Agreement, in exchange for a license fee. **NOW, THEREFORE**, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: ## 1. Introduction & Parties This section is covered by the preamble above. The "Effective Date" shall be the date this Agreement is signed by both Parties. The initial term of this Agreement shall be one (1) year from the Effective Date, unless terminated earlier as provided herein. ## 2. Scope of Agreement ### 2.1. Services Covered by Provider This Agreement applies to the Provider's offering of "Certified Services" on the TF Grid, which may include, but are not limited to: a. Provisioning of "Certified 3Nodes" as defined in TF Grid documentation. b. Provisioning of "Certified Slices" (compute resources) as defined in TF Grid documentation. c. Other services mutually agreed upon in writing and designated as Certified Services. ### 2.2. Mycelium Software Covered by Support Guarantee Mycelium's support guarantee under this Agreement covers defects in "Covered Mycelium Software." "Covered Mycelium Software" is defined as: *All software deployed or made available by Mycelium via the official TF Grid marketplace and utilized by the Provider in their provision of Certified Services.* This includes, but is not limited to, core components such as Zero-OS (ZOS) and Mycelium networking software, as well as any applications or solutions directly provided and managed by Mycelium on the marketplace. An indicative list of Covered Mycelium Software may be provided in Appendix A and updated by Mycelium from time to time. ## 3. Certification Requirements 3.1. The Provider agrees to apply for, achieve, and maintain Mycelium Certification status for all Certified Services offered under this Agreement. 3.2. The process, standards, technical and operational requirements, verification procedures, and maintenance obligations for Mycelium Certification are detailed in the official Mycelium Certification Program documentation. 3.3. Failure to achieve or maintain Mycelium Certification may be grounds for termination of this Agreement by Mycelium. ## 4. Provider Obligations The Provider shall: 4.1. Define, publish, and adhere to its own Service Level Agreements (SLAs) for its end-customers of Certified Services. These SLAs must be transparently communicated to end-customers using the Marketplace Portal. 4.2. Comply at all times with the then-current Mycelium Certification standards, policies, and operational guidelines. 4.3. Accurately and timely report to Mycelium its Gross TFP Revenue (as defined in Section 7) derived from the compute and storage rental of its Certified Services, in accordance with the reporting procedures outlined herein. 4.4. Cooperate fully and in a timely manner with Mycelium's support personnel and processes, including providing all necessary information, logs, and access (where appropriate and secure) required for Mycelium to diagnose and resolve defects in Covered Mycelium Software. 4.5. Use the Covered Mycelium Software only in accordance with this Agreement and any accompanying documentation. 4.6. Be responsible for all aspects of its service delivery to its end-customers, including customer support, billing, and contract management. 4.7. Comply with all applicable laws and regulations in its provision of Certified Services. ## 5. Mycelium Obligations & Support Guarantee Mycelium shall: 5.1. Grant the Provider a non-exclusive, non-transferable (except as provided herein), revocable (pursuant to the terms of this Agreement) license to use the Covered Mycelium Software solely in connection with the Provider's offering of Certified Services during the term of this Agreement. 5.2. Provide defect support ("Support Services") for Covered Mycelium Software to the Provider, as per the severity levels, response times, and resolution targets detailed in Section 6 of this Agreement. 5.3. Maintain defined support channels (e.g., dedicated portal, email address) for Certified Providers to submit support requests. These channels will be communicated to the Provider upon certification. 5.4. Use commercially reasonable efforts to correct verified defects in the Covered Mycelium Software. ## 6. Defect Support: Severity Levels, Response & Resolution Targets ### 6.1. Severity Level Definitions The Provider shall, when reporting an issue, reasonably self-assess the severity level. Mycelium may re-classify the severity level based on its assessment of the impact. | Severity Level | Definition | Examples | |-------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | **Severity 1 (Critical)** | A defect in Covered Mycelium Software causing a complete loss of essential service or functionality for multiple end-users of the Provider's Certified Service, or a critical security vulnerability, with no workaround available. | *Certified 3Node(s) unbootable due to a ZOS bug; critical Mycelium network failure originating from Covered Mycelium Software affecting multiple Certified Services; a severe, exploitable security flaw in Covered Mycelium Software.* | | **Severity 2 (High)** | A defect in Covered Mycelium Software causing a significant degradation of essential service or functionality, or loss of a major feature, for multiple end-users of the Provider's Certified Service, with no reasonable or only a difficult workaround available. | *Intermittent but frequent loss of network connectivity on Certified Slices due to a Mycelium software defect; a core feature of a Mycelium-provided marketplace application (used as part of a Certified Service) malfunctioning consistently.* | | **Severity 3 (Medium)** | A defect in Covered Mycelium Software causing a partial loss of non-critical functionality, minor performance degradation, or impacting a limited number of end-users of the Provider's Certified Service, where a reasonable workaround is available. | *A bug in a management interface of a Mycelium tool used by the Provider; cosmetic issues in a TF-provided application that do not impede core functionality; minor, non-critical performance issues.* | | **Severity 4 (Low)** | A minor issue, documentation error, request for information, or a cosmetic defect in Covered Mycelium Software with minimal or no impact on the Provider's or end-users' use of the Certified Service. | *Typographical error in documentation; inquiry about a feature's behavior.* | ### 6.2. Support Hours & Response/Resolution Targets The following targets are applicable to Support Services provided by Mycelium to the Provider: | Severity Level | Support Request Availability | Target Initial Response Time | Target Resolution/Workaround Time | Notes | |-------------------------|-------------------------------------------|----------------------------------------------|---------------------------------------------------------------------------------------------------|----------------------------------------------------------| | **Severity 1 (Critical)** | 24x7x365 | **1 hour** (from validated S1 submission) | **4-8 hours** | Mycelium will provide ongoing status updates every [e.g., 2 hours]. | | **Severity 2 (High)** | During Business Hours (as defined below) | **4 business hours** (from validated S2 submission) | **2 business days** | | | **Severity 3 (Medium)** | During Business Hours | **1 business day** (from validated S3 submission) | **5 business days** | | | **Severity 4 (Low)** | During Business Hours | **2 business days** | As resources permit, potentially addressed in a future software release or documentation update. | | "**Business Hours**" for Mycelium support shall mean [e.g., 9:00 AM to 5:00 PM CET/CEST, Monday through Friday, excluding Mycelium recognized public holidays in Belgium]. "**Initial Response Time**" is the time from Mycelium's acknowledgment of receipt of a properly submitted support request to the time Mycelium assigns resources to begin addressing the issue. "**Resolution/Workaround Time**" is the time from Mycelium's acknowledgment to when Mycelium provides a fix, a patch, a documented workaround, or determines that the issue is not a defect in Covered Mycelium Software. Resolution may be a permanent fix or a temporary workaround that restores essential functionality. ### 6.3. Escalation Procedures [To be defined: This section will outline the process for the Provider to escalate an issue if response/resolution targets are not met or if the severity of an issue changes. It will include contact points/methods for escalation.] ### 6.4. Provider Responsibilities for Support To receive Support Services, Provider must: a. Provide accurate and complete information regarding the issue. b. Make reasonable efforts to diagnose and replicate the issue. c. Cooperate with Mycelium support personnel. d. Designate specific technical contacts authorized to interact with Mycelium support. ## 7. License Fee & Payment 7.1. In consideration for the license to use Covered Mycelium Software and the Support Services provided by Mycelium, Mycelium shall automatically deduct a recurring license fee ("License Fee") from the Provider's Gross TFP Revenue from Certified Compute and Storage (as defined below) on the TF Grid marketplace backend system. 7.2. The License Fee shall be **ten percent (10%)** of the Provider's "Gross TFP Revenue from Certified Compute and Storage." 7.3. "**Gross TFP Revenue from Certified Compute and Storage**" is defined as all Mycelium Tokens (TFP) earned and received by the Provider from its end-customers specifically for the rental of compute (e.g., vCPU, RAM) and storage (e.g., SSD, HDD capacity) resources offered as part of its Certified Services on Certified 3Nodes or Certified Slices, before deduction of any operational costs, transaction fees, or other expenses incurred by the Provider. Revenue from other services (e.g., managed services, consulting, bandwidth charges billed separately by the provider) is excluded from this calculation unless explicitly agreed in writing. 7.4. **Reporting**: Within [e.g., ten (10) calendar days] after the end of each calendar month, the Provider shall submit a report to Mycelium detailing its Gross TFP Revenue from Certified Compute and Storage for the preceding month. The report format and submission method will be specified by Mycelium. Provider agrees to maintain accurate records to support these reports and allow for auditing by Mycelium or its designated agent upon reasonable notice. 7.5. **Payment**: The License Fee for each month will be automatically deducted in TFP from the Provider's Gross TFP Revenue on the TF Grid marketplace backend system at the time the revenue is registered. No direct payment of the License Fee is required from the Provider to Mycelium. 7.6. As the License Fee is automatically deducted, provisions for late payments are not applicable to the License Fee itself. ## 8. SLAs, Staking, and Slashing (Provider to TF Grid Ecosystem) 8.1. The Provider acknowledges its independent obligations to the TF Grid ecosystem as a farmer or node operator. These obligations include, but are not limited to: a. Meeting any TFP staking requirements mandated by the TF Grid for participation as a node provider/farmer. b. Adhering to any revenue lock-in periods for TFP earned, as defined by TF Grid policies. c. Being subject to the TF Grid's "slashing" mechanisms (potential loss of staked or locked TFP) if the Provider fails to meet its self-defined and published SLAs to its end-customers, or fails to meet other TF Grid operational requirements (e.g., node uptime, resource availability as per `slices.md` and `tfp.md`). 8.2. This Agreement and the Support Services provided by Mycelium are intended to assist the Provider in maintaining high-quality Certified Services and meeting its commitments. However, Mycelium is not responsible for the Provider's failure to meet its independent obligations to its customers or the TF Grid ecosystem. The Provider remains solely responsible for penalties or slashing imposed by the TF Grid. ## 9. Intellectual Property 9.1. **Mycelium IP**: Mycelium retains all right, title, and interest in and to the Covered Mycelium Software, the TF Grid, the TF Marketplace, TFP, Mycelium, Zero-OS, and all associated intellectual property rights, including patents, copyrights, trademarks, and trade secrets ("Mycelium IP"). 9.2. **License Grant**: Subject to the terms of this Agreement, Mycelium grants Provider a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Term to use the Mycelium IP solely as necessary to offer the Certified Services. 9.3. **Restrictions**: Provider shall not (and shall not permit any third party to): (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of any Covered Mycelium Software (except to the extent such restrictions are prohibited by applicable law); (b) modify, adapt, or create derivative works of any Mycelium IP; (c) remove, alter, or obscure any proprietary notices on Mycelium IP; (d) use Mycelium IP for any purpose not expressly permitted herein. 9.4. **Provider IP**: Provider retains all right, title, and interest in and to its own intellectual property developed independently of this Agreement ("Provider IP"). ## 10. Confidentiality 10.1. "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Mycelium's Confidential Information includes the Covered Mycelium Software (in source code form, if accessed), and non-public technical or business information. Provider's Confidential Information includes its non-public customer data and business plans. 10.2. Each Party agrees to: (a) use Confidential Information of the other Party solely for the purposes of this Agreement; (b) not disclose such Confidential Information to any third party without the other Party's prior written consent, except to employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect such Confidential Information from unauthorized use or disclosure using the same degree of care it uses for its own similar information, but not less than reasonable care. 10.3. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving Party; (b) was in the receiving Party's possession prior to disclosure by the disclosing Party; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is rightfully received from a third party without restriction. 10.4. Compelled Disclosure: If a Party is compelled by law to disclose Confidential Information of the other Party, it shall provide prompt written notice to the other Party (if legally permitted) to enable the other Party to seek a protective order. ## 11. Term and Termination 11.1. **Term**: The initial term of this Agreement shall be one (1) year, commencing on the Effective Date. This Agreement shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal to the other Party at least [e.g., sixty (60) days] prior to the end of the then-current term. 11.2. **Termination for Cause**: Either Party may terminate this Agreement immediately upon written notice if the other Party: a. Materially breaches any provision of this Agreement and fails to cure such breach within [e.g., thirty (30) days] of receiving written notice thereof; b. Becomes insolvent, makes an assignment for the benefit of creditors, or if a receiver or trustee is appointed for it or its assets. 11.3. **Termination by Mycelium**: Mycelium may terminate this Agreement immediately upon written notice if the Provider fails to maintain its Mycelium Certification status, or fails to pay License Fees when due and does not cure such non-payment within [e.g., ten (10) days] of notice. 11.4. **Effect of Termination**: Upon termination or expiration of this Agreement: a. All licenses granted hereunder shall immediately terminate. b. Provider shall cease all use of Covered Mycelium Software and Mycelium IP. c. Provider shall promptly pay any outstanding License Fees accrued up to the date of termination. d. Each Party shall return or destroy (at the other Party's option) all Confidential Information of the other Party in its possession. e. Sections 7 (for accrued fees), 9, 10, 12, 13, 14, and any other provisions that by their nature should survive, shall survive termination. ## 12. Limitation of Liability & Disclaimers 12.1. **Disclaimer of Warranties**: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE COVERED THREEFOLD SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THREEFOLD MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THREEFOLD DOES NOT WARRANT THAT THE COVERED THREEFOLD SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE. 12.2. **Limitation of Liability**: a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID OR PAYABLE BY PROVIDER TO THREEFOLD DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 12.3. **Exclusions**: The limitations in Section 12.2 shall not apply to: (a) a Party's indemnification obligations (if any are separately agreed); (b) a Party's breach of its confidentiality obligations under Section 10; (c) a Party's infringement or misappropriation of the other Party's intellectual property rights; or (d) liability for fraud, gross negligence, or willful misconduct. ## 13. Dispute Resolution 13.1. **Negotiation**: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the Parties shall first use their best efforts to settle the dispute through good faith negotiations between designated representatives who have authority to settle the controversy. 13.2. **Mediation**: If negotiations do not resolve the dispute within [e.g., thirty (30) days], the Parties agree to endeavor to settle the dispute by mediation administered by [Specify Mediation Body, e.g., a mutually agreed mediator or an organization like JAMS/ICC] before resorting to arbitration or litigation. 13.3. **Governing Law & Jurisdiction**: This Agreement shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates, without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Dubai, United Arab Emirates for any legal action arising out of this Agreement that is not resolved by negotiation or mediation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. ## 14. General Provisions 14.1. **Notices**: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving Party from time to time). Notices shall be deemed effectively given: (a) when received, if delivered by hand; (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient. 14.2. **Assignment**: Neither Party may assign or transfer any of its rights or delegate any of its obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Mycelium may assign this Agreement in its entirety, without consent of the Provider, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. 14.3. **Force Majeure**: Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control, including, without limitation: acts of God; flood, fire, earthquake, or explosion; war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest; actions, embargoes, or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; or shortage of adequate power or telecommunications. 14.4. **Entire Agreement**: This Agreement, including all Appendices attached hereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 14.5. **Severability**: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 14.6. **Amendments & Waivers**: No amendment to or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. 14.7. **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. ## 15. Appendix A: Covered Mycelium Software (Indicative List) * As defined in Section 2.2: "All software deployed or made available by Mycelium via the official TF Grid marketplace and utilized by the Provider in their provision of Certified Services." * Key examples include (but are not limited to): * Zero-OS (ZOS) - All versions officially supported by Mycelium. * Mycelium Core Networking Components - All versions officially supported by Mycelium. * Official TF Grid Marketplace Platform Software (components directly managed by Mycelium). * and other software as used in TF Grid * This list may be updated by Mycelium upon reasonable notice to the Provider, typically coinciding with new software releases or deprecations. ## 16. Appendix B: Support Contact Information & Escalation Matrix **Mycelium Support Contact for Certified Providers:** * Primary Support Portal/Email: [e.g., support.certified@threefold.io or TBD link to portal] **Mycelium Escalation Matrix:** * **Level 1:** Standard Support Request via Portal/Email. * **Level 2:** If S1/S2 response/resolution targets are missed, or for critical concerns: * Escalation Contact Name/Role: see TBD link * Escalation Email: see TBD link * Escalation Phone: see TBD link * **Level 3:** For unresolved critical issues after Level 2 escalation: * Escalation Contact Name/Role: [e.g., VP of Engineering/Operations] * Escalation Email: [e.g., exec-escalation@threefold.io] (This Appendix will be populated with specific, current contact details by Mycelium upon execution of the Agreement.) --- **IN WITNESS WHEREOF**, the Parties hereto have executed this Service and Node Provider Agreement as of the Effective Date. **Mycelium NV** By: _________________________ Name: _________________________ Title: _________________________ Date: _________________________ **[Provider Name]** By: _________________________ Name: _________________________ Title: _________________________ Date: _________________________