GAW-BCI-LR-Executed-Redacted (2).pdf

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  • 5.

    Release

    By this Agreement the First Party and the Second Party release each other from any and all claims, causes of action, demands, and

    liabilities of whatever nature which either parfy had in the past, has now or may have in the future arising from or related to the

    Contracts.

    Governins Law

    The First Party and the Second Party submit to the jurisdiction of the courts of the State of Texas for the enforcement of this Agreement

    or any arbitration award or decision arising from this Agreement. This Rescission Agreement will be enforced or construed according to

    the laws of the State of Texas.

    Miscellaneous Provisions

    Time is of the essence in this Agreement.7.

    8. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

    9. This Agreement will not be assigned either in whole or in part by any party to this Agreement without the written consent of the otherparty.

    I 0. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in

    the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa.

    Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

    I l. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void orunenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that

    court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be

    affected, impaired or invalidated as a result.

    12. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this

    Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this

    Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in thisAgreement. Only the written terms of this Agreement will bind the parties.

    13. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the First Party and the Second

    Party and their respective successors, assigns, executors, administrators, beneficiaries, and representatives.

    14. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7)

    days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later

    designate in writing.

    15. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights,

    remedies and benefits allowed by law.

    IN WITNESS WHEREOF the parties warrant and represent in covenant that that this Agreement is being executed and entered into by duly

    authorized managing members of each entity, and have duly affixed their signatures under hand and seal on this 26th day of March, 2015.

    LEASERIG.NET LLC. GAW MINERS LLC.

    Name: Name: H. Josh Garza

    Title: CEO, Managing Member

    6.

    By:

    Docusigned by:

    >-4\ 6-*ABFDCF3FF48D4C7,,,

    Title: Managing Member

  • -Paybase will be permanently shut down following the 30 day funds withdrawal period.

    Software development and Network Management services will be provided to perform wind-down development tasks and end of life management

    for the Zencloud platform. End of life management for the Zencloud platform will take no longer than five months from the beginning of this

    Agreement. The tasks to be performed as part of this Agreement are not limited to, but also include:

    - All user data and accounts will be repaired, all hosted devices and their data will be repaired.

    -The Zencloud market will be shutdown following a two week notification period.

    -All existing administrative accounts will be removed from the system.

    -All existing employee accounts will be removed from the system.

    -After the notification period, all wallet addresses will be removed from the UI, and notifications will be posted indicating that users should no

    longer deposit frrnds to their accounts at the risk of losing their funds.

    -All current HashStaker owners will be required to provide an XPY wallet address for future payouts. If not provided, a wallet will be created for

    users at Paycoin.com. These wallet addresses will be used for future payouts.

    -Users will be notified to remove all XPY and BTC from their accounts.

    -Authy will be replaced with Google Authenticator

    -All other non-required services will be terminated and removed from the platform.

    -All Zencloud servers will be migrated to a new Google Compute cluster, where they will be managed by Contractor, until end of life.

    -New wallet logic and payout code will be authored to support the distribution of HashStaker payouts directly to extemal user wallets.

    -XPY balance liability will be sent to user provided external wallet addresses, or wallets will be created for users at Paycoin.com, and their funds

    moved there.

    -BTC wallets will remain online until all balances have been withdrawn, or for 30 days whichever is shorter.

    -All wallet addresses will be removed from the UI, and notifications will be posted indicating that users should no longer deposit funds to their

    accounts at the risk of losing those funds. No new deposits will be accepted.

    -Zencloud will be permanently shut down following after the completion of the Paycoin Core Development "Micro-Prime" project, and lmmortal

    HashStaker customers have been fully transitioned to the "Micro-Prime" platform.

    Paycoin Vaults. Prime Nodes. and HasbStaker Payouts

    - 15 Prime Node Wallets will be transitioned from LeaseRig.net LLC to Customer by Contractor within twenty-four (24) hours of the full

    execution of this Agreement (following a 24 hour staking period), free and clear of any and all customer related "payout" liabilities. Contractor

    agrees that it will provide the wallets, and wallet configuration files pre-conhgured on an accessible Rackspace Cloud Server, and provide root

    level access to this server to an individual designated by Customer. Contractor also agrees that it will not make any modifications to the current

    staking configuration of the Prime Node wallets. Each Prime Node wallet will contain the minimum principal balance of 125,000 XPY.

    Customer agrees that no amoturt of the 125,000 XPY principal contained in the Prime Node wallet will be extracted or sold from the wallet for the

    duration of this Agreement.The2l,433 XPY of excess principal from each Prime Node wallet will be extracted to a Contractor managed, secure

    multi-sig wallet. The total amount transferred will be equal to 321,495 XPY. The transferred XPY will be utilized for HashStaker payouts to

    Zencloud customers through the duration of the Agreement.

    -15 Prime Node Wallets will be transitioned from LeaseRig.net LLC to the Paycoin Core Development Corp. by Contractor, following a 24 hour

    staking period. Paycoin Core Development is an non-profit corporation whose mission is to develop, improve, and maintain Paycoin and the

    Paycoin platform. Paycoin Core Development will actively participate in the development of "Micro-Primes", and has volunteer members from

    the original Paycoin platform development team including: Matthew K. Eden, and Nathan Bass. Each Prime Node wallet will contain the

    minimum principal balance of 125,000 XPY. Contractor guarantees that no amount of the 125,000 XPY principal contained in the Prime Node

    wallet will be extracted or sold from the wallet for the duration of this Agreement. The 21,433 XPY of excess principal from each Prime Node

    wallet will be extracted to a Contractor managed, secure multi-sig wallet. The total amount transferred will be equal to 321,495 XPY. The

    transferred XPY will be utilized for HashStaker payouts to Zencloud customers through the duration of the Agreement.

    -5 Prime Node Wallets will be transitioned from LeaseRig.net LLC to the XPY Trust by Contractor, following a 24 hour staking period. Each

    Prime Node wallet will contain the minimum principal balance of 125,000 XPY. The XPY Trust is a non-profit corporation whose mission is to

    protect, maintain, and ensure the authenticity, continuance, and stability for XPY and the Prime Controllers; to act as a trust that improves the

    value of XPY by providing lending/borrowing opportunities to outside organizations with supported/compatible business models that favorably

    encourage: increased growth, sustainability, and additional value for XPY. The XPY Trust has volunteer board members including: John

    Tuberosi; and is in no way directly affrliated or staffed with the Paycoin Core Development organization or its' members. Contractor guarantees

    that no amount of the 125,000 XPY principal contaixed in the Prime Node wallet will be sold from the wallet for the duration of this Agreement,

    and that the minimum principal balance will be continuously maintaine d. The 2l ,433 XPY of excess principal from each Prime Node wallet will

    be extracted to a Contractor managed, secure multi-sig wallet. The total amount transfened will be equal lo 107,165 XPY. The transferred XPY

  • Limitation of Liability

    19. ItisunderstoodandagreedthattheContractorwillnotbeliabletotheCustomer,oranyagentorassociateoftheCustomer,forany

    mistake or eror in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or

    implied by this Agreement. Additionally the Contractor will not be liable for any customer actions related to hosted hardware mining

    products, or for the following specific "Hashlet" products: Clever Hashlets, Waffle Hashlets, Zen Hashlets, all "Legendary" Hashlets,

    Genesis Hashlets, Multi Hashlets, and Prime Hashlets. Notwithstanding the foregoing, the Contractor shall have full responsibility, and

    accepts all such liability for all Bitcoin (BTC) and Paycoin (XPY) balances (transfened and secured in multi-signature wallets), which

    are managed by the Contractor, as well as any customer actions resulting from Contractors' actions or inaction which occur and are

    initiated after the commencement of this Agreement, including but not limited to the: Zencloud platform, Paybase platform, deposits,

    withdrawals, errors, and downtime.

    Disnute Resolution

    20. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly

    consultation.

    2l . If the dispute is not resolved within a reasonable period then any or all outstanding issues shall be submitted to mediation within thirty

    (30) days in accordance with any statutory rules of mediation. If a resolution cannot be met within forty-five (45) days after such

    mediation begins, either party may pursue any and all legal recourse deemed necessary by that party.

    Modifi cation of Asreement

    22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement

    will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

    Time of the Essence

    23. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

    Assignment

    24. The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the

    prior written consent of the Customer.

    Entire Asreement

    25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly

    provided in this Agreement. Each party has all requisite corporate power and authority to execute and deliver this Agreement and all

    other transaction agreements to which it is a party and to carry out the provisions of this Agreement and the other transaction agreements.

    Enurement

    26. This Agreement will enure to the beneht of and be binding on the Parties and their respective heirs, executors, administrators, successors

    and permitted assigns.

    Titles/Headings

    27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

    Gender

    28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

    Governins Law

    29. ltis the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and

    special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum,

    by the laws of the State of Texas, without regard to the jurisdiction in which any action or special proceeding may be instituted.

    Severabilitv

    30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions

  • will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this

    Agreement.

    Waiver

    3 I . The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not

    be construed as a waiver ofany subsequent breach ofthe same or other provisions.

    IN WITNESS WHEREOF the Parties warrant and represent in covenant that that this Agreement is being executed and entered into by duly

    authorized representatives of each entity, and have duly affxed their signatures under hand and seal on this 26th day ofMarch, 20 I 5.

    BLOCKCHAIN INNOVATION CORP. GAW MINERS, LLC

    By:

    Name:

    Title:

    H. Josh Garza

    CEO, Managing Member

    Name: H. Josh Garza

    Title: CEO, Managing Member

    BUSINESS TECHNOLOGY FOR CRYPTOCURRENCY, LLC

    Dcuslgned by:

    By:

    Name:

    Title:

    H. Josh Garza

    CEO, Managing Member

    Oeusigned by:

    >-A 6*ABFOCF3FF48DrC7...By:

    Name: Mattlfew K. Eden

    Title: CTO, Board Chairman