Node Operator Master Agreement

Document Version: ALL-NOMA-v1.0.0 / Legal Pack Version: ALL-LP-v1.0.0

Effective Date: 26 October 2026 | Last Updated: 26 October 2026

Parties

This Node Operator Master Agreement (this "Agreement") is entered into between:

(1) All360 Technology S.A., a company incorporated in the Republic of Panama ("ALL", "we", "us", "our"); and

(2) The individual or entity that completes the enrollment process for the ALL Platform as a Node Operator ("Node Operator", "you", "your").

ALL and the Node Operator are each referred to herein individually as a "Party" and collectively as the "Parties".

By completing the ALL360 Device enrollment process, activating a Node, or otherwise participating in the ALL Platform as a Node Operator, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a legal entity, you represent that you have authority to bind that entity.

ALL360 Devices and ALL360 OS licences are sold and licensed by Allecosystem Technologies LLC, a company incorporated in the United Arab Emirates (the "Seller"). In respect of the sale, delivery, return, refund, and warranty of ALL360 Devices and the grant of ALL360 OS licences, references to "ALL" include the Seller.

Recitals

A. ALL operates a distributed edge network marketplace and orchestration platform (the "ALL Platform") through which independent hardware operators contribute computing, storage, bandwidth, and related resources in exchange for revenue-share earnings.

B. The Node Operator wishes to participate in the ALL Platform by connecting an ALL360 Device to the network and contributing edge resources across one or more approved Service Categories.

C. The Parties wish to set out the terms and conditions governing the Node Operator's participation in the ALL Platform, the revenue-sharing mechanism, and the rights and obligations of each Party.

1. Definitions

In this Agreement, the following terms have the meanings set out below. Capitalised terms not defined herein have the meanings given to them in the ALL Platform Terms of Use.

2. Scope and Relationship

2.1 Nature of Agreement

This Agreement governs the Node Operator's participation in the ALL Platform as an independent hardware operator. The Node Operator contributes edge computing resources to the Platform network in exchange for revenue-share earnings as set out in this Agreement. ALL does not directly purchase, resell, or direct the use of the Node Operator's resources; ALL acts as an orchestration marketplace connecting Node Operators with Business Customers who access approved services through the Platform.

2.2 Incorporated Documents

The following documents are incorporated by reference into and form part of this Agreement:

• The ALL Platform Terms of Use;
• The AUP;
• The Privacy Policy;
• The Earnings Schedule (as published on the Platform dashboard);
• Any Service Orders or addenda entered into by the Parties.

In the event of any conflict between this Agreement and the incorporated documents: (a) the applicable Service Order, Service Category terms, or dashboard opt-in terms prevail for the relevant Service Category; (b) this Agreement prevails for Node Operator-specific obligations; (c) the AUP prevails for acceptable use, prohibited use, restricted targets, abuse response, suspension, and enforcement matters; (d) the Privacy Policy prevails for personal data processing and privacy disclosures; and (e) the Terms of Use govern general Platform terms. Where more than one restriction applies, the stricter restriction applicable to protect the Platform, users, Business Customers, or third parties applies to the maximum extent permitted by law.

2.3 Eligibility

To be eligible to participate as a Node Operator, you must:

• Be a natural person of at least eighteen (18) years of age, or a validly incorporated legal entity with authority to enter into binding contracts;
• Not be located in, incorporated in, or operating from a jurisdiction subject to comprehensive sanctions maintained by OFAC, the European Union, OFSI, or the United Nations Security Council;
• Not be listed on any applicable sanctions list, including the OFAC SDN list, the EU Consolidated Sanctions List, or the UK Financial Sanctions List;
• Possess a valid internet connection and comply with your ISP's applicable terms of use;
• Complete ALL's enrollment and KYC/KYB verification process as required by ALL or applicable law;
• Possess and operate an ALL360 Device in compliance with this Agreement and the AUP.

3. Enrollment and Device Activation

3.1 Enrollment Process

To participate as a Node Operator, you must complete the enrollment process through the Platform dashboard, which includes:

• Creating a Platform account and accepting this Agreement and the Terms of Use;
• Completing identity verification (KYC) if you are a natural person, or business verification (KYB) if you are a legal entity, as required by ALL or applicable law;
• Registering your ALL360 Device through the Platform dashboard activation flow, which generates a unique Node Identifier;
• Confirming your payout preferences (fiat and/or cryptocurrency) and providing the required banking or wallet information to the PSP/VASP;
• Selecting your initial Service Category opt-ins through the dashboard.

3.2 KYC/KYB Requirements

ALL may require identity or business verification at enrollment, prior to first payout, upon changes to payout information, upon reaching payout thresholds designated by ALL, or at any time as required by applicable law, the PSP/VASP, or ALL's compliance obligations. ALL reserves the right to suspend or restrict payout processing until required KYC/KYB is completed to ALL's satisfaction.

3.3 Device Registration

Each ALL360 Device must be individually registered under a separate Node Identifier. A Node Operator may register multiple ALL360 Devices subject to any limits imposed by ALL. Each registered Node is subject to this Agreement independently. ALL reserves the right to reject, deactivate, or remove a Node at any time in accordance with this Agreement.

3.4 Node Identifier

The Node Identifier is assigned by ALL and is used for all telemetry, billing, abuse tracking, and Session attribution. The Node Operator must not transfer, share, or misrepresent a Node Identifier. Any earnings, payout records, and obligations under this Agreement are tied to the Node Identifier and the associated Platform account.

4. Service Categories and Opt-in

4.1 Granular Opt-In

Participation in each Service Category is voluntary, disabled by default and requires express affirmative opt-in through the Platform dashboard activation flow. The opt-in flow may require the Node Operator to review and accept applicable Service Category terms, risk disclosures, AUP restrictions, eligibility requirements, jurisdictional limitations, and technical parameters. Each opt-in will be recorded by ALL, including the Node Operator account ID, Node Identifier, Device ID, enabled Service Category, jurisdiction or declared Node location, timestamp, accepted document version, and applicable restrictions, and such records are retained by ALL for compliance and dispute resolution purposes. The Node Operator must not enable or attempt to enable any Service Category outside the authorised dashboard opt-in flow. Disabling a Service Category does not affect the Node Operator's obligations for Sessions initiated before deactivation takes effect.

4.2 Available Service Categories

4.2.1 The current Service Categories available for opt-in are: Proxy, VPN, Bandwidth, Compute, Storage, AI, and Sensor. ALL may add, modify, suspend, or discontinue Service Categories at any time. ALL will provide reasonable notice of material changes to available Service Categories where practicable, except where changes are required to address security, legal, regulatory, or operational risks.

4.2.2 Each Service Category may be subject to additional eligibility requirements, technical restrictions, risk disclosures, Service Category terms, data protection terms, Service Orders, or dashboard notices made available at or before activation.

Proxy, VPN, bandwidth, compute, storage, AI, sensor, or other non-default or higher-risk Service Categories remain disabled by default until the applicable express opt-in is completed and may be enabled only after the Node Operator completes the applicable opt-in flow and satisfies any eligibility, jurisdictional, compliance, or technical requirements specified by ALL.

ALL may refuse, restrict, suspend, reclassify, or disable any Service Category, traffic source, protocol, target category, workload type, geography, or Node at any time where ALL determines that legal, regulatory, tax, sanctions, security, fraud, abuse, reputational, technical, or operational risk requires such action.

4.3 ALL's Control of Service Categories

ALL reserves the right, at any time and without prior notice, to:

• Restrict, suspend, or terminate a Node's participation in any or all Service Categories;
• Limit the volume, type, or geographic origin of traffic routed to a Node within any Service Category;
• Apply rate limits, connection limits, protocol restrictions, or target category restrictions to any Node;
• Require additional verification, Service Order confirmation, or use-case review before enabling or maintaining access to any Service Category;
• Block access to specific domains, IP ranges, ports, protocols, or target categories in accordance with the Restricted Targets provisions of the AUP, as updated from time to time.

4.4 Jurisdictional Restrictions

Certain Service Categories may not be available in all jurisdictions. ALL may designate specific Service Categories as unavailable, restricted, or requiring additional authorisation in specific countries or regions. The Node Operator is solely responsible for ensuring that participation in each enabled Service Category is permitted under applicable local law, ISP terms, and network owner policies.

4.5 Verified Business Customer Traffic

Unless ALL separately discloses on the Platform the availability of a public-traffic or consumer-facing Service Category, Node traffic is intended to be allocated only to approved Business Customers, Proxy Companies, Developers, or other Platform users onboarded by ALL under applicable commercial, KYB, use-case, Service Order, AUP, and compliance requirements. The Node Operator acknowledges that ALL may refuse, restrict, suspend, or reclassify any traffic source, use case, customer type, geography, protocol, target category, or Service Category at any time to address legal, compliance, security, abuse, reputational, or operational risk.

5. All's Obligations

5.1 Platform Access

ALL will make reasonable efforts to provide the Node Operator with access to the Platform dashboard, ALL Control Tower telemetry, and documentation necessary to operate their enrolled Node(s). ALL does not guarantee uninterrupted, error-free, or continuous Platform availability. Scheduled maintenance, emergency updates, and events beyond ALL's reasonable control may temporarily affect Platform access and workload allocation.

5.2 Workload Allocation

ALL will use commercially reasonable efforts to route qualifying workloads to active and compliant Nodes within enabled Service Categories. Workload allocation is determined by ALL Control Tower based on factors including Node availability, performance telemetry, geographic requirements, Business Customer specifications, and compliance constraints. ALL does not guarantee any minimum level of workload allocation, utilisation rate, or earnings to any Node Operator.

5.3 Telemetry and Reporting

ALL will provide the Node Operator with access to their Node telemetry, Session history, earnings records, and Payout Balance through the Platform dashboard. ALL will make reasonable efforts to ensure that telemetry and earnings data are accurate and available in a timely manner. In the event of a data discrepancy, the records maintained by ALL Control Tower shall be the authoritative source, subject to the dispute resolution process in Section 19.

5.4 Revenue Distribution

ALL will calculate and credit Qualifying Revenue attributable to each Node to the Node Operator's Payout Balance in accordance with the Earnings Schedule and Section 7. ALL will make reasonable efforts to process payout requests within the timeframes set out in the Earnings Schedule, subject to payout thresholds, KYC/KYB completion, holds, and the PSP/VASP's processing timelines.

5.5 Software Updates

ALL will provide updates to ALL360 OS and the Platform software as ALL determines necessary for security, performance, feature updates, or regulatory compliance. ALL360 OS updates may be applied automatically to enrolled Nodes. ALL will use commercially reasonable efforts to minimise disruption to Node operations during updates.

6. Node Operator's Obligations

6.1 Device Compliance

The Node Operator must, at all times:

• Keep the ALL360 Device powered on, connected to a stable internet connection, and operational during elected participation periods, in compliance with any Uptime Thresholds published by ALL on the Platform dashboard;
• Maintain the ALL360 Device in good working condition and in accordance with ALL's hardware guidelines;
• Not open, disassemble, modify, tamper with, or attempt to reverse-engineer the ALL360 Device hardware;
• Not remove, damage, or disable tamper-evident seals, hardware security modules, or any physical security component;
• Not bypass or disable secure boot, TPM, disk encryption, firmware verification, or any other hardware or firmware security control;
• Not install unauthorised operating systems, firmware, software, or applications on the ALL360 Device;
• Not attempt to gain root or administrative access to ALL360 OS except as expressly permitted by ALL in writing;
• Ensure the ALL360 Device is located in an environment with adequate ventilation, stable power supply, and physical security.

6.2 Network Integrity

The Node Operator must not:

• Intercept, inspect, decrypt, capture, analyse, store, or perform deep packet inspection on Traffic Content routed through their Node, except where expressly authorised by ALL and permitted by applicable law;
• Spoof the Node's IP address, geographic location, or country of operation through VPNs, proxies, or location-masking tools;
• Conduct unauthorised network or port scanning against third-party infrastructure using Node resources;
• Manipulate, falsify, or suppress ISP complaint notifications, abuse notices, or legal notices relating to the Node;
• Fake, spoof, or manipulate telemetry data, uptime metrics, resource utilisation reports, earnings data, or any other data reported to ALL or ALL Control Tower;
• Coordinate, collude, or cooperate with other Node Operators, users, Affiliates, Business Customers, or third parties to manipulate Node eligibility, telemetry, uptime, utilisation, routing patterns, geographic distribution, earnings, payout calculations, referral attribution, Service Category availability, or any other Platform metric or control.

6.3 ISP and Network Owner Compliance

The Node Operator is solely responsible for ensuring that their participation in the ALL Platform complies with:

• The terms and conditions of their Internet Service Provider (ISP) agreement, including any acceptable use policy maintained by the ISP;
• Any applicable network owner policies, employer network policies, or landlord or property-owner restrictions on network sharing or commercial use;
• Any applicable data caps, bandwidth limitations, or network usage restrictions.

ALL does not accept any liability for any breach by the Node Operator of their ISP terms or network owner restrictions, and the Node Operator shall indemnify ALL against any claims arising from such breach. Node Operators who are uncertain whether their participation is permitted under their ISP agreement are strongly advised to obtain written confirmation from their ISP before activating any Service Category.

The Node Operator must not enable any Service Category, including proxy, VPN, bandwidth, compute, storage, AI, or sensor services, where such Service Category is prohibited or restricted under the laws of the Node Operator’s jurisdiction, the location of the Node, the applicable ISP terms, employer or network-owner policies, or any other restriction applicable to the relevant network connection.

The Node Operator must promptly notify ALL of any change in ISP, network provider, Node location, operating jurisdiction, connectivity, network ownership, or applicable network restrictions that may affect the Node’s eligibility, Service Category availability, legal status, or risk profile.

6.4 AUP Compliance

The Node Operator must comply with the AUP at all times. The AUP is incorporated by reference into this Agreement and constitutes a material obligation of the Node Operator. Breach of the AUP may result in immediate suspension or termination under Section 15.

6.5 Reporting Obligations

The Node Operator must promptly notify ALL upon becoming aware of:

• Receipt of any ISP complaint, abuse notice, law enforcement inquiry, or legal process relating to the Node or its traffic;
• Any unauthorised access, physical compromise, or suspected tampering with the ALL360 Device or Platform account;
• Any change in the Node's geographic location, operating jurisdiction, or network connectivity that may affect service eligibility or compliance;
• Any circumstances that may render the Node Operator ineligible to participate under Section 2.3.

Reports must be submitted to [email protected] or through the Platform's designated reporting channel.

6.6 Account Security

The Node Operator is solely responsible for maintaining the confidentiality of their Platform account credentials, two-factor authentication settings, and Node Identifier. The Node Operator must not share account access with unauthorised third parties. ALL may treat any action taken using the Node Operator's account credentials as authorised by the Node Operator.

6.7 Service Category Risk Disclosure

By enabling any Service Category, the Node Operator acknowledges that Platform workloads may consume bandwidth, data allowance, electricity, computing resources, storage capacity, and network availability, and may result in ISP or network-owner notices, abuse complaints, CAPTCHA prompts, reduced access to certain websites or streaming services, IP reputation changes, rate limiting, account reviews, or other network-related effects. ALL does not guarantee that use of the Platform will be permitted by the Node Operator's ISP, mobile provider, employer, landlord, property owner, or network administrator. The Node Operator is solely responsible for reviewing and complying with all applicable ISP terms, network-owner policies, local laws, and device-location requirements before enabling any Service Category.

Where a Service Category involves routing third-party traffic through the Node Operator’s internet connection or IP address, including proxy, VPN, bandwidth, or similar network services, the Node Operator acknowledges that the Node Operator’s IP address may appear in third-party access logs, connection logs, abuse reports, ISP notices, legal notices, law-enforcement requests, or other records generated by third parties. The Node Operator expressly accepts this risk by enabling the relevant Service Category.

The Node Operator acknowledges that participation may affect IP reputation, access to websites or online services, CAPTCHA frequency, streaming or platform availability, ISP review, account review, rate limiting, abuse-notice exposure, or similar network-related conditions. ALL does not guarantee that operating a Node will be permitted by any ISP, network owner, employer, landlord, platform, or public authority.

6.8 No Resale, Sub-Operation, or Delegation of Node Capacity

The Node Operator must not resell, sublicense, broker, pool, sub-operate, lease, transfer, delegate, or otherwise make available Node capacity, Node credentials, Node earnings, dashboard access, Service Category access, or operational control of any Node to any third party without ALL’s prior written consent.

The Node Operator must not operate Nodes on behalf of undisclosed third parties, create unauthorised sub-networks, aggregate third-party devices, or allow any person other than the approved Node Operator to control, manage, or monetise the Node, except as expressly approved by ALL in writing.

6.9 Compliance Verification and Audit Cooperation

ALL may conduct compliance verification, telemetry review, eligibility review, abuse investigation, or risk assessment in relation to any Node, Node Operator account, Service Category, payout, or reported incident.

The Node Operator must cooperate with ALL’s reasonable compliance verification requests and must provide, within the timeframe specified by ALL, information or supporting evidence reasonably required to verify Node location, ISP or network-owner compliance, Device control, account ownership, Service Category eligibility, abuse notices, legal notices, security incidents, telemetry anomalies, payout eligibility, or compliance with this Agreement, the AUP, or applicable law.

Failure to cooperate with a compliance verification request, or provision of false, incomplete, misleading, or delayed information, may result in suspension, deactivation, payout hold, Service Category restriction, termination, or other enforcement action.

7. Revenue Share and Earnings

7.1 Revenue-Share Model

ALL will credit the Node Operator's Payout Balance with a share of the Qualifying Revenue attributable to their Node(s) during each billing period, at the rates specified in the Earnings Schedule. The current indicative Node Operator share of Qualifying Revenue is set out in the Earnings Schedule published on the Platform dashboard. ALL does not guarantee any specific earnings level, utilisation rate, or minimum revenue to any Node Operator.

7.2 Qualifying Revenue Calculation

Qualifying Revenue attributable to a Node is calculated by ALL Control Tower based on verified Session data, resource utilisation metrics, and billing records. The calculation takes into account:

• The Service Category through which the revenue was generated;
• The applicable rate agreed between ALL and the relevant Business Customer;
• Deductions for platform fees, PSP/VASP processing fees, chargebacks, refunds, and reversals as set out in the Earnings Schedule;
• Any minimum Node performance thresholds or quality metrics specified in the Earnings Schedule.

Revenue from hardware sales, ALL360 OS licensing fees, Wallet Balance top-ups, withdrawal processing fees, and any revenue attributable to sanctioned, reversed, or disputed transactions is excluded from Qualifying Revenue. This calculation is without prejudice to compensation expressly payable under Sections 8.9 and 8.10(d) of the Terms of Use.

7.3 Billing Periods

Qualifying Revenue is calculated on a monthly basis or such other period as ALL may specify in the Earnings Schedule. Earnings credited to the Payout Balance are provisional until the relevant billing period is closed and audited by ALL. ALL reserves the right to adjust provisional earnings within 30 days of the close of each billing period to correct errors, reversals, or disputed transactions.

7.4 Changes to Revenue-Share Rates

ALL may modify the revenue-share rates, fee structure, qualifying revenue definitions, or other terms of the Earnings Schedule at any time, subject to providing at least 30 days' advance notice to the Node Operator via the Platform dashboard or registered email address, except where immediate changes are required to address fraud, abuse, legal or regulatory requirements, sanctions obligations, PSP/VASP requirements, or material operational risks. The Node Operator's continued operation of a Node following the effective date of any such change constitutes acceptance of the updated Earnings Schedule. If the Node Operator does not accept the updated terms, their sole remedy is to deactivate their Node(s) and withdraw their available Payout Balance before the effective date.

8. Payouts and Payment Methods

8.1 Payout Balance

The Payout Balance represents an accounting record of the net Qualifying Revenue credited to the Node Operator and available for withdrawal, subject to the payout threshold, applicable fees, and any holds under Section 8.5. The Payout Balance does not constitute a deposit, trust account, custodial account, or e-money balance. ALL is not a payment institution, bank, or money services business. Payout processing is conducted exclusively by the appointed PSP/VASP on ALL's behalf.

8.2 Payout Methods

Subject to the eligibility requirements, KYC/KYB completion, and payout threshold in this Section 8, the Node Operator may request withdrawal of their available Payout Balance through the following methods, as made available by the PSP/VASP from time to time:

• Fiat currency (USD or such other currencies as the PSP/VASP supports) via bank transfer, wire transfer, or other electronic payment method; and/or
• Cryptocurrency (USDC or such other digital assets as ALL and the PSP/VASP make available), transferred to a wallet address provided by the Node Operator.

ALL does not guarantee the availability of any specific payout method at any time. Payout method availability is subject to PSP/VASP operational capacity, regulatory requirements, and the Node Operator's jurisdiction.

8.3 Payout Threshold and Fees

Payout requests are subject to:

• A minimum payout threshold as specified in the Earnings Schedule (the current minimum threshold is displayed in the Earnings Schedule on the Platform dashboard);
• A withdrawal processing fee per Node per payout request, as specified in the Earnings Schedule (the current fee is USD 0.50 per Node per withdrawal);
• Any additional fees charged by the PSP/VASP for currency conversion, wire transfer, or cryptocurrency network fees.

Fees are subject to change in accordance with Section 7.4. Fees are deducted from the Payout Balance or from the payout amount at the time of processing.

8.4 Payout Processing

ALL will instruct the PSP/VASP to process eligible payout requests within the timeframe specified in the Earnings Schedule. Processing timelines are subject to PSP/VASP operational procedures, banking cut-off times, cryptocurrency network conditions, KYC/KYB verification status, and applicable regulatory requirements. ALL is not liable for delays caused by the PSP/VASP, third-party banks, cryptocurrency networks, or regulatory holds outside ALL's control.

8.5 Payout Holds and Withholding

ALL may, without prior notice and to the extent permitted by applicable law and the applicable commercial agreement, freeze, withhold, offset, or delay payout of any amount in the Payout Balance where:

• ALL has reasonable grounds to suspect fraud, misrepresentation, chargebacks, abuse of earnings, or manipulation of telemetry data;
• The Node Operator is subject to a sanctions screening alert or appears on any applicable sanctions list;
• A law enforcement request, regulatory inquiry, court order, or legal process requires the hold;
• The Node Operator has not completed required KYC/KYB verification;
• ALL is investigating a suspected breach of this Agreement or the AUP;
• A chargeback, reversal, or dispute relating to previously credited Qualifying Revenue is in progress;
• The Node Operator's account is subject to suspension or termination proceedings under Section 15.

The duration, review and release of payout holds are governed by Sections 12.4(c) and 12.6 of the Terms of Use. ALL will provide a summary of the reasons for a continued hold upon written request, where legally permitted.

8.6 Taxes

The Node Operator is solely responsible for determining and fulfilling all tax obligations arising from their participation in the ALL Platform and their receipt of earnings, in all applicable jurisdictions. ALL may withhold taxes from payouts where required by applicable law and will provide the Node Operator with relevant documentation as required by law. ALL does not provide tax advice. The Node Operator should consult a qualified tax adviser regarding their tax obligations.

ALL may be required to report Node Operator earnings to tax authorities in certain jurisdictions (including under the EU DAC7 Directive or equivalent reporting regimes) and the Node Operator must provide ALL with accurate and complete information required for such reporting.

9. Intellectual Property

9.1 ALL's Intellectual Property

ALL and its licensors retain all right, title, and interest in and to the Platform, ALL360 OS, ALL Control Tower, ALL360 Device firmware, SDKs, APIs, trademarks, branding, and all associated intellectual property rights. This Agreement does not grant the Node Operator any ownership interest in any of the foregoing.

9.2 Licence to Operate

ALL grants the Node Operator a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to: (a) use the ALL360 OS solely on the enrolled ALL360 Device(s) for the purpose of participating in the ALL Platform as a Node Operator; and (b) access the Platform dashboard and APIs solely for the purpose of managing enrolled Nodes and monitoring earnings. This licence is subject to compliance with this Agreement, the Terms of Use, and the AUP, and terminates automatically upon termination of this Agreement.

9.3 OS Licensing Fee

Access to ALL360 OS and associated Platform features is subject to an OS licensing or platform access fee as disclosed on the Platform website, dashboard, purchase flow, or applicable schedule before the Node Operator incurs the obligation. Any such fee is separate from revenue-share earnings, is not an investment, does not purchase any right to receive workloads or earnings, and does not guarantee utilisation, profitability, or payout eligibility. ALL may waive, reduce, suspend, change, or discontinue such fee at any time in accordance with the applicable schedule and mandatory law. ALL may suspend ALL360 OS functionality or Platform access for unpaid fees, subject to applicable consumer law and any required notice.

9.4 Restrictions

The Node Operator must not:

• Copy, modify, adapt, translate, or create derivative works of ALL360 OS, the Platform, or any ALL software;
• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of ALL360 OS, ALL Control Tower, or any Platform component;
• Remove, alter, or obscure any copyright notices, trademark symbols, or proprietary markings;
• Use ALL's name, logos, trademarks, or brand identifiers in any manner not expressly authorised in writing by ALL;
• Sublicense, resell, or make available the ALL360 OS licence or Platform access to any third party.

10. Data Protection and Privacy

10.1 Traffic Content

ALL's Platform architecture is designed not to routinely inspect, store, or analyse end-to-end Traffic Content transmitted through Nodes. ALL may process operational metadata, Session IDs, telemetry, billing records, abuse indicators, technical logs, and other Platform Data as described in the ALL Privacy Policy. The Node Operator must not configure, use, or attempt to use their Node in a manner that would require or enable the Node Operator, ALL, or any unauthorised third party to inspect, intercept, decrypt, capture, or analyse Traffic Content, except where expressly authorised by ALL and permitted by applicable law.

10.2 Personal Data Processing

ALL processes Personal Data relating to the Node Operator as controller in accordance with the ALL Privacy Policy. Given that ALL360 OS does not provide the Node Operator with access to Traffic Content, the Node Operator is not expected to process Personal Data transmitted through Node traffic. The Node Operator must not intentionally collect, inspect, decrypt, store, copy, disclose, or otherwise process Traffic Content or Personal Data transmitted through a Node except where expressly authorised by ALL and permitted by applicable law. If the Node Operator receives, accesses, or becomes aware of any Personal Data, legal notice, abuse notice, ISP complaint, or security incident relating to Node traffic, the Node Operator must promptly notify ALL and must not use or disclose such information except as required by law or authorised by ALL.

10.3 DAC7 and Tax Reporting

ALL may be required under applicable law (including the EU DAC7 Directive and equivalent regimes) to collect, verify, and report information about Node Operator earnings and identity to competent tax authorities. The Node Operator must provide ALL with accurate, complete, and up-to-date information as required for compliance with applicable reporting obligations. Failure to provide required information may result in withholding of payouts and suspension of payout processing.

11. Representations and Warranties

11.1 Node Operator Representations

The Node Operator represents and warrants to ALL, on an ongoing basis throughout the term of this Agreement, that:

• If a natural person: you are at least eighteen (18) years of age and have full legal capacity to enter into and perform this Agreement;
• If a legal entity: you are validly incorporated and in good standing under the laws of your jurisdiction of incorporation, and the person executing this Agreement has full authority to bind the entity;
• You are not located in, incorporated in, operating from, or otherwise subject to the sanctions regimes listed in Section 2.3, and you will promptly notify ALL if this representation becomes inaccurate;
• You own or have the legal right to operate the ALL360 Device(s) enrolled under this Agreement;
• Your participation in the ALL Platform and your operation of each Node complies with all applicable local laws, ISP terms, network owner policies, and regulatory requirements;
• All information provided to ALL in connection with enrollment, KYC/KYB, payout processing, and tax reporting is accurate, complete, and not misleading;
• You have not entered into any agreement or arrangement that conflicts with or restricts your ability to perform your obligations under this Agreement.
• The Node Operator must not make, publish, or communicate any representation, guarantee, projection, promise, or claim regarding expected earnings, profitability, return on investment, passive income, payout levels, utilisation, referral income, or financial performance of any Node, ALL360 Device, Service Category, or Platform participation, except where expressly authorised in ALL’s official published materials.

11.2 ALL's Representations

ALL represents and warrants to the Node Operator that:

• ALL has the right and authority to enter into this Agreement and to grant the licences and rights set out herein;
• ALL will operate the Platform in material compliance with applicable law;
• ALL will process personal data relating to the Node Operator in accordance with the Privacy Policy and applicable data protection law.

12. Indemnification

12.1 Node Operator Indemnity

The Node Operator shall indemnify, defend, and hold harmless ALL, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses (including reasonable legal fees), fines, and penalties arising out of or relating to:

• The Node Operator's breach of this Agreement, the AUP, the Terms of Use, or any applicable law or regulation;
• The Node Operator's operation of any Node, including any ISP complaint, network abuse, data protection violation, or regulatory action arising therefrom;
• Any unauthorised modification, tampering, circumvention, reverse engineering, misuse, or unauthorised combination of the ALL360 Device, ALL360 OS, Platform software, credentials, APIs, or technical controls with any hardware, software, equipment, network configuration, or technology not provided or approved by ALL;
• Any misrepresentation or inaccuracy in information provided by the Node Operator to ALL;
• Any claim by a third party arising from the Node Operator's use of the Platform in violation of this Agreement;
• Any tax liability arising from the Node Operator's receipt of earnings under this Agreement.

12.2 ALL Indemnity

ALL shall indemnify the Node Operator only against final, non-appealable third-party claims to the extent directly and solely caused by ALL's fraud, wilful misconduct, or gross negligence in the performance of this Agreement.

ALL shall have no indemnification obligation to the extent the claim arises out of or relates to: (a) the Node Operator's acts, omissions, negligence, misconduct, breach of this Agreement, breach of the AUP, breach of ISP terms, breach of network-owner policies, or breach of applicable law; (b) the operation, configuration, location, connectivity, availability, or use of any Node; (c) any unauthorised modification, tampering, circumvention, reverse engineering, misuse, or unauthorised combination of the ALL360 Device, ALL360 OS, Platform software, credentials, APIs, or technical controls with any hardware, software, equipment, network configuration, or technology not provided or approved by ALL; (d) Business Customer, End Customer, downstream user, third-party application, traffic source, traffic destination, workload, or customer activity; (e) inherent risks of operating a Node, including ISP complaints, abuse reports, IP reputation changes, rate limiting, legal notices, law-enforcement requests, or regulatory inquiries; (f) suspension, restriction, deactivation, reclassification, or disabling of any Node, account, Service Category, traffic source, workload, payout, or Platform functionality in accordance with this Agreement, the AUP, the Terms of Use, or applicable law; or (g) circumstances outside ALL's reasonable control.

Any indemnification obligation of ALL under this Section is subject to the limitations and exclusions of liability set out in Section 13.

13. Limitation of Liability

13.1 Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, arising out of or in connection with this Agreement or the Platform, whether based on contract, tort, negligence, strict liability, or otherwise, even if the Party has been advised of the possibility of such damages.

13.2 Cap on Liability

To the maximum extent permitted by applicable law, ALL's total aggregate liability to the Node Operator arising out of or in connection with this Agreement, whether in contract, tort, negligence, statute, indemnity, restitution, misrepresentation, breach of duty, or otherwise, shall not exceed the total Qualifying Revenue actually paid by ALL to the Node Operator in respect of the relevant Node during the twelve (12) months immediately preceding the event giving rise to the claim.

For the avoidance of doubt, amounts credited to a Payout Balance but not actually paid, amounts subject to withholding, reversal, forfeiture, chargeback, dispute, investigation, fraud review, sanctions review, tax withholding, or other adjustment shall not be included in calculating the cap.

The limitations in this Section apply in the aggregate to all claims, events, losses, liabilities and causes of action arising out of or relating to this Agreement, the Platform, any Node, any Service Category, any payout, any suspension, restriction, deactivation, reclassification, disabling, or any related matter.

Nothing in this Section limits or excludes liability to the extent such liability cannot be limited or excluded under applicable law.

13.3 Platform Availability

ALL does not warrant or guarantee that the Platform will be available at all times, error-free, or uninterrupted. ALL is not liable for any losses or damages arising from Platform unavailability, maintenance downtime, ALL360 OS updates, or events outside ALL's reasonable control.

13.4 Earnings

ALL makes no representations or warranties regarding the level of workloads that will be allocated to any Node, the amount of Qualifying Revenue that a Node Operator may earn, or the availability of Business Customer demand in any region or for any Service Category. The Node Operator assumes all risk associated with variable earnings.

13.5 Consumer Protections

Nothing in this Section 13 limits or excludes any liability that cannot be lawfully excluded or limited under applicable consumer protection law in the Node Operator's jurisdiction of residence.

14. ALL360 Device — Hardware Terms

14.1 Purchase and Ownership

The ALL360 Device and the ALL360 OS licence are sold to the Node Operator by Allecosystem Technologies LLC, a company incorporated in the United Arab Emirates (the "Seller"), under a separate hardware purchase agreement. Upon completion of purchase, the Node Operator owns the ALL360 Device hardware subject to the restrictions set out in this Agreement and the applicable Terms of Sale, as defined in the Terms of Use. ALL does not retain ownership of sold ALL360 Devices.

14.2 Authorised Use

The ALL360 OS, Platform software, firmware, credentials, secure configuration, and Platform connectivity made available by ALL may be used solely for participation in the ALL Platform and only in accordance with this Agreement, the Terms of Use, the AUP, and applicable documentation. The Node Operator must not route non-Platform traffic through ALL360 OS, use ALL credentials or Platform connectivity for non-authorised purposes, interfere with ALL security controls, or use the Device in a manner that compromises the Platform, Business Customers, other users, or third parties.

14.3 Warranty

Hardware warranty terms applicable to the ALL360 Device are set out in the ALL Warranty Policy, available on the Platform website. The Node Operator's warranty rights are subject to compliance with the hardware use restrictions in this Agreement. Tampering with or modifying the ALL360 Device hardware voids any applicable warranty.

14.4 Deactivation and Return

Upon termination of this Agreement, deregistration of a Node, suspension, unpaid applicable fees, security compromise, or other valid basis under this Agreement, ALL may remotely deactivate, disable, restrict, or remove access to ALL360 OS, Platform connectivity, credentials, Service Categories, or Platform-managed functionality on the relevant Device, without taking ownership of the physical hardware. The Node Operator retains physical ownership of the ALL360 Device hardware following termination, subject to any outstanding payment obligations. Costs associated with restoring or re-imaging the Device following deactivation are the Node Operator's responsibility unless otherwise required by applicable law. ALL is not obliged to accept return of ALL360 Devices following deregistration unless required by applicable consumer law.

14.5 Replacement and Repair

The Node Operator is responsible for the physical maintenance and repair of their ALL360 Device(s). In the event of a hardware failure covered by the applicable warranty, the Node Operator should contact ALL's support team. The Seller will provide the remedies required under the Warranty Policy and applicable mandatory law.

15. Term and Termination

15.1 Term

This Agreement commences on the date the Node Operator completes enrollment and activates at least one Node, and continues until terminated in accordance with this Section 15.

15.2 Termination by the Node Operator

The Node Operator may terminate this Agreement at any time by deactivating all enrolled Nodes through the Platform dashboard and closing their Platform account in accordance with the Terms of Use. Termination does not affect any outstanding payment obligations or any claims that have accrued prior to the effective date of termination.

15.3 Termination by ALL for Cause

ALL may terminate this Agreement with immediate effect, without prior notice, upon the occurrence of any of the following:

• Material breach of this Agreement, the AUP, or the Terms of Use by the Node Operator, where such breach is not cured within 14 days of notice (or immediately where the breach is incapable of cure or presents a material legal, security, or operational risk);
• The Node Operator is found to be located in, incorporated in, or controlled by persons or entities subject to applicable sanctions;
• The Node Operator provides false, misleading, or fraudulent information to ALL in connection with enrollment, KYC/KYB, or earnings;
• ALL detects fraud, manipulation of telemetry, abuse of earnings, or other material dishonest conduct;
• A law enforcement demand, regulatory instruction, or court order requires termination or suspension;
• The Node Operator becomes insolvent, files for bankruptcy protection, or is subject to insolvency proceedings;

15.4 Termination by ALL for Convenience

ALL may terminate this Agreement for convenience, including where ALL discontinues the Node Operator programme or ceases to operate the relevant part of the Platform, upon 30 days' written notice to the Node Operator. In such case, ALL will process any outstanding Payout Balance (subject to applicable holds and deductions) within a reasonable period following the effective date of termination.

15.5 Suspension

Without prejudice to ALL's termination rights, ALL may immediately suspend a Node, account, or Service Category access, without prior notice, for any of the reasons set out in Section 15.3 or where ALL determines that immediate action is necessary to protect the Platform, Business Customers, or third parties. ALL may notify the Node Operator of a suspension where legally permitted. Following a suspension, ALL may reinstate access, extend the suspension, or proceed to termination in its sole discretion.

15.6 Effect of Termination

Upon termination of this Agreement:

• All licences granted to the Node Operator under this Agreement terminate immediately;
• ALL may remotely deactivate ALL360 OS on enrolled Devices;
• The Node Operator must cease using the Platform and Platform credentials;
• ALL will process any available Payout Balance (after deducting applicable fees, holds, and offsets) within a reasonable period, subject to completed KYC/KYB and the absence of any valid hold;
• Sections 7 (accrued earnings), 8 (payouts), 9 (IP), 10 (data), 12 (indemnification), 13 (liability), 15.6 (effect of termination), 17 (independent contractor), 18 (confidentiality), 19 (governing law and dispute resolution), and 20 (general provisions) survive termination.

16. Sanctions and Export Control

The Node Operator must comply with all applicable sanctions and export control laws and regulations, including those maintained by OFAC, the European Union, OFSI, and the United Nations Security Council. The Node Operator must not use the Platform in connection with any person, entity, or transaction that is subject to applicable sanctions. ALL may conduct sanctions screening on any Node Operator at any time and may immediately suspend or terminate this Agreement if a screening alert is generated. The Node Operator must promptly notify ALL if their sanctions compliance status changes.

17. Independent Contractor Status

The Node Operator participates in the ALL Platform as an independent contractor. Nothing in this Agreement creates, or shall be construed to create, a relationship of employment, agency, partnership, joint venture, or franchise between ALL and the Node Operator. The Node Operator has no authority to bind ALL, incur obligations on ALL's behalf, or represent themselves as an employee or agent of ALL.

The Node Operator retains full discretion as to whether, when, and how to operate their Node(s), including the right to participate (or not participate) in any Service Category at any time, to operate other devices or businesses concurrently, and to disconnect their Node from the Platform at will. ALL does not supervise, direct, or control the day-to-day operation of the Node Operator's Node(s) beyond the technical parameters required for Platform functionality and compliance.

18. Confidentiality

The Node Operator must keep confidential and must not disclose, publish, reproduce, misuse, or make available to any third party any non-public information obtained through or in connection with the Platform, including dashboard data, technical documentation, telemetry, payout logic, pricing information, Service Category configuration, security information, operational notices, Business Customer-related information, network performance data, product roadmap information, support communications, or other information that ALL identifies as confidential or that should reasonably be understood to be confidential.

The Node Operator may use Confidential Information only for the purpose of participating in the Platform in accordance with this Agreement. The Node Operator must protect Confidential Information using reasonable care and must promptly notify ALL of any unauthorised access, disclosure, or misuse.

These confidentiality obligations survive termination for three (3) years, and with respect to trade secrets or highly sensitive technical, security, or business information, for so long as such information remains confidential under applicable law.

19. Governing Law and Dispute Resolution

19.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles.

19.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, breach, or termination, shall be resolved as follows:

• The Parties shall first attempt to resolve any dispute through good-faith negotiation within 30 days of written notice of the dispute;
• If the dispute is not resolved through negotiation, either Party may refer the dispute to binding arbitration administered by the Dubai International Arbitration Centre (DIAC) in accordance with the DIAC Arbitration Rules. The seat of arbitration shall be Dubai, United Arab Emirates; the language of the proceedings shall be English; and the arbitral tribunal shall consist of one (1) arbitrator, unless either Party requests a three-arbitrator panel for disputes exceeding USD 500,000 or as otherwise required by the DIAC Rules.

The arbitral award shall be final and binding on the Parties. Nothing in this Section 19.2 prevents either Party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

19.3 Consumer Rights

If the Node Operator is a natural person operating as a consumer in a jurisdiction that affords mandatory consumer dispute resolution rights under applicable law, those rights are not affected by this Section 19.

20. General Provisions

20.1 Entire Agreement

This Agreement, together with the Terms of Use, the AUP, the Privacy Policy, and the Earnings Schedule, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations, whether written or oral, relating to the same subject matter.

20.2 Amendments

ALL may amend this Agreement at any time by posting the updated version on the Platform website or dashboard. Unless otherwise required by applicable law, updates take effect upon posting or on the effective date specified by ALL. Where ALL considers a change material and not urgent, ALL may provide advance notice of at least 14 days through the dashboard, email, or other Platform notice. Changes required to address legal, regulatory, tax, sanctions, PSP/VASP, security, fraud, abuse, Service Category, AUP, technical, or operational risks may take effect immediately upon posting. The Node Operator's continued operation of any Node after the effective date constitutes acceptance of the amended Agreement. If the Node Operator does not accept an amendment, the Node Operator's sole remedy is to deactivate all Nodes and request withdrawal of any available Payout Balance, subject to applicable holds, fees, deductions, and legal requirements. Nothing in this Section limits any mandatory rights a Node Operator may have under applicable consumer protection law in their jurisdiction of residence. Notwithstanding the foregoing, Material Changes are subject to the notice periods and urgent-change exceptions in Section 3 of the Terms of Use. Any longer notice period or additional protection required by applicable mandatory law prevails.

20.3 Assignment

The Node Operator may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement without ALL's prior written consent. ALL may assign this Agreement in whole or in part to any affiliate, successor entity, or purchaser of all or substantially all of ALL's business or assets, upon notice to the Node Operator.

20.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

20.5 Waiver

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy precludes any other or further exercise thereof.

20.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement caused by events beyond their reasonable control, including acts of God, natural disasters, pandemics, governmental actions, war, civil unrest, cyberattacks on third-party infrastructure, or failure of third-party telecommunications providers, provided that the affected Party gives prompt notice to the other Party and uses reasonable efforts to mitigate the impact.

20.7 Notices

Notices under this Agreement shall be provided in writing. ALL may provide notices to the Node Operator via the Platform dashboard, email to the registered account address, or through the Platform's notification system. Notices from the Node Operator to ALL must be sent to [email protected]. Notices are deemed received: (a) if sent by email, on the day of transmission; (b) if sent by the Platform notification system, upon posting.

20.8 Language

This Agreement is made in the English language. If this Agreement is translated into any other language, the English version shall prevail in the event of any inconsistency.

21. Contact Information

For questions about this Agreement, please contact:

Entity: All360 Technology S.A.

Registered address: Republic of Panama

Device and Licence Seller: Allecosystem Technologies LLC, United Arab Emirates

Email: [email protected]

Data Protection Officer: [email protected]

Platform: https://all.is.one

This Agreement should be read together with the ALL Platform Terms of Use, Privacy Policy, Cookie Policy, Acceptable Use Policy, and all applicable role-specific agreements, all of which are available on the Platform website.