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Article XIX: Miscellaneous

Section 19.1 No Waiver

Failure to enforce any provision of this Charter shall not constitute waiver of the right to enforce that provision later.

Section 19.2 Severability

If any provision of this Charter is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in effect to the maximum extent possible.

Section 19.3 Headings

Headings are included for convenience and shall not control interpretation.

Section 19.4 Drafting Errors

Obvious typographical, formatting, numbering, or cross-reference errors may be corrected administratively if the correction does not alter substantive meaning. Any substantive change requires the applicable governance process.

Section 19.5 No Implied Financial Promise

Nothing in this Charter shall be interpreted as creating a guarantee of profit, income, appreciation, liquidity, redemption, market access, exchange listing, or financial return.

Section 19.6 Limitation of Liability

Participation in the Gnodi Blockchain ecosystem, including holding GNOD, operating nodes, submitting proposals, voting, or otherwise interacting with governance, is at each participant’s sole risk. To the fullest extent permitted by applicable law, no Council member, Service Provider, developer, validator, Node Operator, or other ecosystem participant shall be liable to any other participant for indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or related to participation in the Gnodi Blockchain, including any loss of tokens, rewards, governance rights, or data, even if advised of the possibility of such damages. This limitation does not apply to liability arising from fraud,willful misconduct, gross negligence, or violation of applicable law. Participants are encouraged to seek independent legal, financial, and technical advice before participating in the ecosystem.

Section 19.7 Governing Law and Jurisdiction

This Charter and all governance actions taken under it shall be interpreted and governed in accordance with the laws of the jurisdiction designated in the applicable operating agreement or legal formation documents of the Gnodi Blockchain legal entity, without regard to conflict-of-law principles. The Council of Guardians shall publicly identify the governing jurisdiction in a governance record maintained on the Governance Portal. Any change to the governing jurisdiction requires a constitutional amendment. To the extent not superseded by binding arbitration under Section 15.3, the parties consent to the exclusive jurisdiction of the courts of the designated governing jurisdiction for any matter not subject to arbitration

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This Gnodi Blockchain Charter and Governance Constitution has been proposed for ratification by the Delphi Gnodi Owners and is subject to adoption pursuant to the governance procedures established herein.

Guardian Council Ratification

TBD

Effective Date

TBD, Pending Ratification

Version

Draft 3.2

Supersedes

Draft 3.1 and all prior versions

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