Last Updated: September 23, 2025
This Platform Participation Agreement (this "Agreement") is entered into by and between you ("Validator") and Pye.fi (the "Company") and made effective as of the date that Validator registers for an account on the Pye Platform (the "Effective Date"). The Company and the Validator are hereinafter collectively referred to as the "Parties" or each individually as a "Party".
WHEREAS, the Company owns and operates the Pye.fi on-chain, decentralized non-custodial marketplace software platform on the Solana Blockchain Network that allows Validators to bring time-locked stake accounts ("Pye Accounts") and service level agreements on-chain and make transferable (the "Pye Platform").
WHEREAS, the Validator currently manages, maintains and/or operates one or more validator nodes on the Solana blockchain network.
WHEREAS, the documentation surrounding the Pye Platform is publicly available at https://docs.pye.fi/.
WHEREAS, the Validator wishes to be able to participate in the Pye Accounts serviced by the Pye Platform, that will allow participating Solana Validators, in general, and the Validator in particular, to offer decentralized financial products to individuals who delegate their Solana tokens ("SOL") with the Validator (the "Delegators").
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and obligations contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:
Definitions.
Expiration Delivery: The Validator's obligation to provide the Delegator with access to the delegated SOL once the Pye Account has expired.
Pye Account: Time-locked instrument issued by the Validator that split the value of delegated SOL into principal and yield components.
Pye.CLI: is a companion service (or "sidecar") that operates alongside the Solana Mainnet to track commission rates for the Validator and Delegators and acts as a compliance enforcement mechanism that ensures that the Validator complies with their respective Staking Rewards, Rewards Delivery and Expiration Delivery obligations.
Staking Rewards: All rewards offered by the Validator to the Delegator, paid or generated by the Solana blockchain network, including but not limited to Solana Staking rewards, Solana Inflation, Solana priority-fee revenues or Solana MEV.
Access to Pye Platform.
In exchange for access to the Pye Platform, the Validator acknowledges and agrees that they shall:
clearly communicate to Delegators the Staking Rewards that they offer, and always display and accurately reflect any applicable commissions and platform fees.
inform the Delegator that any Staking Rewards earned by or paid to the Delegator by the Validator - and are not paid by or associated with the Company or the Pye Platform.
Fulfill all of the obligations stipulated in this Agreement.
The Validator shall allocate to its Delegators the Staking Rewards that it offered in exchange for the delegation ("Rewards Delivery").
The Validator shall run an instance of Pye.CLI at all times when offering custom block rewards or priority fees.
The Validator acknowledges and agrees that the Pye Account mechanics are subject to change at the Company's sole discretion, and that such changes will be reflected as public notifications to all participating Validators.
If a Validator engages in misleading or deceptive practices with regards to Expiration Delivery, Rewards Delivery or the usage of Pye.CLI, the Company may immediately restrict the Validator's usage of the Pye Platform.
The Validator acknowledges and agrees that the Company reserves the right to charge fees to the Validator and Delegators through the web interface and/or through smart contracts, and that the Company may activate and modify such fees at any time, at its sole discretion.
Company Rights. The Validator acknowledges and agrees that the Company may, at its sole discretion:
delist, penalize or suspend the Validator's access to the Pye Platform for:
On-chain misconduct (e.g., sandwich attacks, malicious MEV).
Repeated failure to honor Rewards Delivery and/or Expiration Delivery schedules. Extended, other non-compliance detected by Pye.CLI or repeated offline status.
Any unlawful, deceptive, or unethical conduct (on-chain or off-chain).
Publicly rank or grade the Validator's trustworthiness based on tracked metrics.
Apply cooldown periods or probation for underperformance.
Modify or revoke the Validator's access to the Pye Platform to preserve platform integrity.
No Warranties by the Company. EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT, THE Company MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PYE PLATFORM, PYE ACCOUNTS OR ANY RELATED MATTER, ANY TOKEN, OR ANY STABLECOIN, AND EXPRESSLY DISCLAIMS ALL WARRANTIES HEREUNDER, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; IN EACH CASE WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE VALIDATOR ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE Company, OR ANY OTHER PERSON ON COMPANY'S BEHALF.
Validators Representations and Covenants. The Validator represents, warrants and covenants that:
it is duly incorporated or formed, validly existing and in good standing under the laws of the country, province or state in which it is incorporated or formed.
it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations thereunder, and the electronic acceptance of this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate actions on its part, and does not and will not violate or interfere with any other agreement to which it is a party or any other rights of third parties.
this Agreement constitutes a legal, valid and binding obligation of the Validator, enforceable against it in accordance with its terms.
it shall comply with applicable laws in connection with the provision and usage of the Pye Platform.
it will maintain its obligations with regards to Rewards Delivery and Expiration Delivery.
it will not make any false, deceptive or misleading statement or representation concerning the Company, or the Pye Platform;
it will not make any guarantees, representations or warranties regarding the Company, or the Pye Platform;
any online terms of service for the Pye Platform shall require Delegators to represent that the Pye Platform is not for use by Prohibited Persons, and
Validator shall use reasonable efforts to prevent users from jurisdictions subject to comprehensive U.S. sanctions from accessing any front-end for the Pye Platform.
A "Prohibited Person" is any person or entity that is (a) listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting", or (c) owned or controlled by such persons or entities listed in (a)-(b).
Neither the Validator, nor any of its affiliates or indirect shareholder or owner is located in, resident in or incorporated under the laws of (as applicable) People's Republic of China, Iran, Syria, Lebanon, the Republic of Sudan, Cuba, Crimea or North Korea, or any other country which, after the date of this Agreement, becomes the target of such comprehensive, country-wide or territory-wide Sanctions (as defined below) as currently apply to the aforementioned countries or any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering.
Neither the Validator, nor any of its affiliates or indirect shareholder or owner is otherwise the target of any sanctions laws, regulations, embargoes or restrictive measures (the "Sanctions"), as amended from time to time, administered, enacted or enforced by: the United Nations, the U.S., Israel, the European Union or any Member State thereof, the United Kingdom or the respective Governmental Authorities of any of the foregoing responsible for administering, enacting or enforcing Sanctions, including without limitation, OFAC (as defined below), the US Department of State or the United Kingdom Treasury (the "Sanctions Authority").
Neither the Validator, nor any of its affiliates or indirect shareholder or owner, (i) appears on the "Specially Designated Nationals and Blocked Persons List" maintained by the U.S. Department of the Treasury Office of Foreign Assets Control ("OFAC"), nor are any of the Validator, its affiliates or indirect shareholder or owners otherwise a party with which the Validator is prohibited to deal under the laws of the U.S., (ii) is a person identified as a terrorist organization on any other relevant lists maintained by governmental authorities (including the Consolidated United Nations Security Council Sanctions List, the Consolidated List of Persons, Groups and Entities subject to EU Financial Sanctions, and any similar list maintained by, or public announcement of sanctions made by, any other Sanctions Authority), or (iii) unless otherwise disclosed in writing to the Company prior to execution of the Agreement, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
The Validator further represents and warrant that it has: (i) conducted thorough due diligence with respect to all beneficial owners, (ii) established the identities of all direct and indirect beneficial owners and the source of each beneficial owner's funds and (iii) already and will continue to retain evidence of those identities, any source of funds and any due diligence.
The Validator represents and warrants that it has supplied all required documentation as requested by the Company in connection with its Know Your Client and Anti Money Laundering compliance policy. The Validator undertakes to provide the Company with such other information the Company may reasonably request from time to time in connection with the Company's Know Your Client and Anti Money Laundering compliance or applicable laws.
Validator as Independent Participant.
The Parties acknowledge that the Company solely provides access to the Pye Platform, functioning as a neutral, open marketplace for blockchain participants. The Company does not solicit, direct, or supervise the Validator. The Validator is an independent participant in the Pye Platform, acting on their own accord and for their own benefit.
Nothing in this Agreement creates an employment, agency, partnership, joint venture, or independent contractor relationship between the Validator and the Company. The Validator is not a representative of the Company.
The Validator is solely responsible for all costs and resources related to its independent validator operations.
The Validator is solely responsible for their tax reporting, legal compliance, and jurisdictional obligations.
Disclaimers; Compliance with Law.
Neither the Company nor the Pye Platform are responsible for creating or sustaining any commercial relationship between the Validator and Delegators.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ACCESS TO THE PYE PLATFORM IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Without limiting the foregoing, Company makes no representations or warranty:
access to the Pye Platform, as the Company may temporarily pause or cancel the Validator's access to the Pye Platform in an emergency situation, at the Company's sole discretion;
that the Pye Platform will meet the Validator's requirements, be accurate, complete, free of harmful code, or be available on an uninterrupted, secure or error-free basis;
that the Pye Platform will protect the Validator's or their Delegator's digital assets from theft, hacking, cyber attack, or other form of loss caused by third party conduct;
that the Pye Platform will operate or be compatible with any other application, system or device, including any digital wallet;
that the Validator will not suffer reputational harm, incorrect data displays or public user downgrades;
that The Validator is guaranteed any activity by end-users; or
that Delegators will not initiate legal or alternative dispute processes against the Validator for misrepresentations or defaults.
Any points or airdrops, automatically awarded by the Pye Platform to the Validator are not a guarantee of future participation in airdrops, fungible or non-fungible tokens or rewards of any kind.
The Validator's acceptance of this entire section is a mandatory precondition for the Validator's usage of the Pye Platform.
The Validator agrees to comply with all applicable laws, rules and regulations in connection with the fulfillment of its obligations under this Agreement. Without limiting the generality of the preceding sentence, the Validator acknowledges and agrees that it will conduct the activities contemplated under this Agreement in compliance with all applicable securities laws. Specifically, the Validator acknowledges and agrees that it will not conduct activities under this Agreement that would cause it to be required to register as a broker or a dealer (or any similar activity) under United States federal or state law; that this Agreement is not an agreement for the promotion of the sale of securities (including any cryptocurrencies sponsored by either Party, including any tokens, instruments providing the, rights to future tokens, or similar instrument, nor any other investments in the other Party); and that it will not undertake any actions related to the promotion or the sale of any securities as described above of the either Party under this Agreement. The Parties acknowledge and agree that if at any time during the term of this Agreement any event occurs that would make any of the foregoing statements as made by a Party untrue or inaccurate in any material respect, the applicable Party will notify the other Party of such event and of any resulting untruths or inaccuracies.
Limitation of Liability.
EXCEPT IN CONNECTION WITH THE INDEMNIFICATION PROVISIONS HEREUNDER OR:
ANY FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY;
THE VALIDATOR'S BREACH OF CONFIDENTIALITY OBLIGATIONS;
THE VALIDATOR'S BREACH OF ANY OTHER OBLIGATIONS ESTABLISHED IN THIS AGREEMENT;
(A) IN NO EVENT WILL EITHER PARTY, OR ITS REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOST PRINCIPLE DEPOSITS, PROFITS, PHYSICAL INJURY, LOST BUSINESS OPPORTUNITY OR COST SAVINGS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR OTHER REMEDIES PROVIDED UNDER THIS AGREEMENT, AND (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT FROM ANY AND ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY SHALL NOT EXCEED $25,000 (TWENTY FIVE THOUSAND DOLLARS).
THE FOREGOING LIMITATION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE.
The Validator acknowledges and agrees that the Company is expressly not liable for:
For any hacks, exploits or security incidents that might affect the Pye Platform or entities interacting with the same.
The Validator's downtime or Solana network disruptions.
Inaccurate or stale on-chain or off-chain data.
Failures or misrepresentations stemming from external APIs or Oracles.
Delegator losses, confusion, or fund loss stemming from the Validator's misbehavior.
Default or non-delivery of Pye Account terms by the Validator.
Tax or regulatory obligations of the Validator or the Delegators, as the Validators and Delegators are responsible for their own tax obligations and implications, under applicable law and regulation, related to their fiscal obligations.
The Validator additionally acknowledges and agrees that:
The Company is not liable for any outcomes, losses, or disputes that may arise between the Validator and their Delegators.
The Pye Platform is non-custodial; neither its smart contracts nor the Company custody any funds used to mint Pye Account.
Indemnification.
Validator shall indemnify and hold harmless Company and its officers, agents, directors, executives, employees, contractors and service providers ("Company Indemnified Parties") from against any and all losses, liabilities and damages finally awarded to a third party by a court (or similar body) of competent jurisdiction or agreed to in a settlement approved by the relevant Company Indemnified Party that result from any actions, suits, demands or claims brought by a third party (collectively, "Claims") against such Company Indemnified Party, including any Claim brought by any Delegator, and any direct out-of-pocket costs and expenses (including without limitation, reasonable attorneys' fees) incurred by a Company Indemnified Party while investigating or conducting the defense of such Claim, to the extent such Claim results from a breach by Validator of its obligations in this Agreement or in its agreements with its Delegators; provided that Validator shall not be responsible to the extent any Claim is due to Company's gross negligence, willful misconduct or breach of this Agreement.
Term and Termination.
Subject to termination as described herein, the term of this Agreement commences on the Effective Date and will continue for one (1) year and shall automatically renew for successive terms of one (1) year unless either party provides notice of its intent not to renew at least thirty (30) days before the end of the then-current term.
If either party commits a material breach of the Agreement, which breach is not cured within thirty (30) days following receipt of notice from the non-breaching party specifying the material breach, then the non-breaching party, by giving written notice to the breaching party, may terminate the Agreement as of a date specified in the notice of termination.
The Company reserves the right to terminate this Agreement immediately upon the Validator's breach of any provision to this Agreement.
The Parties can mutually agree to terminate this Agreement at any time.
The Company may, without limiting its other rights or remedies under this Agreement, terminate this Agreement upon 30 days' prior written notice to the Validator as of the termination date specified in such notice.
Upon request of the Validator in connection with any termination of this Agreement (except a termination due to Validator's material breach), Company shall continue to provide access to the Pye Platform for up to an additional six (6) months, and the terms and conditions of this Agreement shall survive for such transitional period.
In the event of termination, for whatever reason, the Delegators' delegated SOL will continue to exist on the Solana Stake Pool in accordance with that pool's own rules and terms of operation.
Non-Reliance; Independent Tax Advice. (i) By electronically signing this Agreement, the Validator understands, acknowledges, and affirms that the Validator is not relying on any communication (written or oral) of the Company or any of its affiliates as investment or tax advice or as a recommendation regarding the tax treatment of the delegated tokens, staking rewards or any other revenues accruing from Pye Accounts. (ii) The Validator also understands, acknowledges, and agrees that the Validator is solely responsible for seeking independent tax or legal advice regarding the tax treatment of the delegated tokens it receives from its Delegators, and the Validator understands, acknowledges, and agrees that, in under no circumstances, shall the Company be liable to the Validator for any adverse or undesirable tax consequences arising out of or in connection with this Agreement.
Non-Disparagement. The Validator agrees not to make, publish, or communicate to any person or entity any defamatory or disparaging remarks, comments, or statements concerning the Company or any of its affiliates or any of its or their respective products, services or business practices. For the purposes of this Agreement, "disparaging" means any statement that is false or misleading and tends to damage the reputation of any of the Company or any of its affiliates. This obligation will apply to all forms of communication, including but not limited to oral statements, written statements, social media posts, and electronic messages. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Validator from making truthful statements that are required by law, regulation, or legal process.
Confidentiality.
Definition & Obligations.
hold the Confidential Information in confidence and protect it in accordance with the security measures with which it protects its own confidential information of similar value, but in no event less than reasonable measures;
restrict disclosure of the information solely to those employees and authorized
representatives and agents who need to know such information to enable the fulfillment of such Party's obligations under this Agreement and who are bound by obligations of confidentiality at least as restrictive as those set forth herein, and not disclose such information to any other person;
use Confidential Information only as necessary to fulfill the Recipient's obligations under this Agreement, except as may otherwise be agreed to by the Parties in writing; and
at the conclusion of this Agreement, return all of the disclosing Party's Information in its possession (including all copies) or, at the Recipient's discretion, destroy all of the disclosing Party's Confidential Information (including all copies) and certify its destruction to the disclosing Party.
Compelled Disclosure. If the Recipient becomes legally compelled to disclose any Confidential Information of the disclosing Party pursuant to any judgment, decree or order from a court of competent jurisdiction, Recipient will, to the extent legally permissible, provide the disclosing Party prompt written notice of such disclosure request and will assist the disclosing Party in seeking a protective order or another appropriate remedy. If the disclosing Party waives compliance with this Section or fails to obtain a protective order or other appropriate remedy, the Recipient will furnish only that portion of the Confidential Information that it reasonably believes is legally required to be disclosed. Notwithstanding anything herein to the contrary, in the case of disclosure pursuant to this Section, no such notice shall be required of Company if Confidential Information is disclosed in connection with (a) any routine or special regulatory examination or audit of Company by a governmental or regulatory authority or (b) in connection with a subpoena or request for information from a governmental or regulatory authority where the Validator is not, to Company's knowledge, the subject of such subpoena or information request.
Data Protection. The Recipient will ensure that security measures used to safeguard the Confidential Information of disclosing Party hereunder are implemented, and the data covered by such security measures are maintained, at all times with the best available technology, and in a manner consistent with best practices in the industry, as such technology best practices may evolve during the term of this Agreement. The Recipient agrees to notify the disclosing Party in writing of any wrongful disclosure or loss of such Confidential Information which may come to its attention.
No Rights. No rights or licenses are granted or implied by this Agreement in the products of any Party or in any Intellectual Property Rights or other proprietary rights owned or controlled by any Party. Each Party retains all right, title and interest in and to its IP Rights and other proprietary rights.
Non-Exclusive Relationship. The specific arrangements referred to herein shall not exclude or limit the Company from entering into agreements with developers that are, or may become, competitors with the Validator.
Dispute Resolution; Governing Law. (i) In the event of a dispute between the Parties related to this Agreement or the breach thereof, the Parties shall first participate in at least one (1) live or teleconferenced mediation session (i.e., using Zoom or a similar videoconferencing software that allows the Parties to communicate in real time) with a Judicial Arbitration and Mediation Services, Inc. ("JAMS") neutral, which shall occur within ten (10) calendar days of the notification by either party of the dispute. (ii) The Parties agree to participate in mediation in good faith and the Parties agree to share equally in the cost of such mediation. (iii) Should the dispute not be settled within seven (7) days following the mediation session, either Party, if it intends to prosecute the dispute further, shall then commence a binding arbitration administered in New York, New York by JAMS under its Expedited Arbitration Rules and Procedures (the "Expedited Procedures") in effect at the time the arbitration is commenced, except as modified herein. (iv) A single arbitrator shall preside, and proceedings shall be conducted remotely to the maximum extent possible. The language of the arbitration shall be English. (v) Each Party shall initially pay its own expenses in such arbitration, including its attorneys' fees, subject to reapportionment or an award of attorney's fees by the arbitrator in a final award. (vi) The prevailing Party as determined by the arbitrator shall be awarded its reasonable attorneys' fees and other costs incurred in the dispute in addition to any other relief to which it may be entitled. (vii) Any interim or provisional relief that would be available from a court of law shall be available in accordance with the rules of JAMS however, nothing in this Agreement shall preclude the Parties from obtaining preliminary injunctive relief in a court of competent jurisdiction located in Delaware if necessary to prevent irreparable harm pending the conclusion of any arbitration. (viii) The final arbitration award may be confirmed in any state or federal court having jurisdiction over the Parties, but the Parties agree that the courts located in Delaware, shall have jurisdiction over the parties and the subject matter of this Agreement for any dispute arising hereunder or for any matters that are not arbitrable as a matter of Delaware law, and the Parties further agree to waive any claim of improper venue or forum non conveniens. (ix) Except as may be required by law, neither a Party nor an arbitrator may disclose the existence or content of any arbitration hereunder without the prior written consent of both Parties, except that either Party may disclose any final arbitration award unless both Parties agree in writing to keep it confidential. (x) The Parties expressly agree that any arbitration demand, service of process, notice of motion or other legal documents in connection with any arbitration or enforcement proceedings may be served either by first class mail, postage prepaid, or by overnight courier service (e.g., FedEx or DHL), addressed to a Party at its address for notice, and that such mailing shall be deemed good and sufficient service. (xi) The Parties expressly agree that, with the exception of an arbitration demand or service of process, they shall accept motions or other legal documents in connection with any arbitration or enforcement proceedings by e-mail to their address indicated for notice, or to their legal counsel, if represented by counsel. (xii) This Agreement will be construed and interpreted in accordance with the laws of Delaware without giving effect to the choice of law principles of any jurisdiction that would dictate the application of any other law.
Jury Waiver. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING PERMITTED UNDER THIS AGREEMENT.
General Terms.
Third Party Beneficiaries. This Agreement is entered into solely between, and may be enforced only by, Validator and Company; and this Agreement shall not be deemed to create any rights in third parties, including employees, suppliers and customers of a party, or to create any obligations of a party to any such third parties.
Headings; Severability. (i) Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. (ii) If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid and/or unenforceable and/or illegal, such 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.
Non-Assignment. (i) Except as expressly provided hereunder, neither this Agreement nor any rights hereunder may be assigned, conveyed or transferred by either Party, in whole or in part, without the other Party's prior written consent; provided, that, notwithstanding the foregoing, Company may assign convey or transfer this Agreement and/or any rights hereunder without the consent of the Validator to an Affiliate of the Company or in connection with the sale of all or substantially all of the assets of the Company. (ii) The rights and obligations of the Parties under this Agreement shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.
Notices. (i) Any notice required to be delivered to the Company under this Agreement (except as provided in section 15 above) shall be in writing and addressed to the Company at its principal offices or official email address set forth below on the Signature Page. (ii) Any notice required to be delivered to the Validator under this Agreement shall be in writing and addressed to the Validator at the physical or email address specified below on the Signature Page. (iii) Either Party may update its addresses by written notice (or by such other method approved by the Company) from time to time.
Amendment and Waiver. No modification or waiver of this Agreement shall be binding unless executed in writing by the party against whom enforcement of such modification or waiver is sought. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Entire Agreement. This Agreement and any other documents expressly incorporated into this Agreement by reference, constitute the entire agreement, understandings and representations by and between the parties and supersedes all prior negotiations, understandings, correspondence, representations and agreements with respect to the subject matter hereto.