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Release

5. 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
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.

6. The First Party and the Second Party submit to the

Miscellaneous Provisions
7. Time is of the essence in this Agreement.

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 other

party.

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.

l.

If

any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, 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 this
Agreement. 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.


Docusigned by:

By:

Name: H. Josh Garza

Name:

Title:

>-4\ 6-*

ABFDCF3FF48D4C7,,,

Managing Member

Title:

CEO, 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

-The Zencloud market

will

be repaired.

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.

users at Paycoin.com. These wallet addresses


-Users

will

be

will

If not provided,

wallet

will

be created for

be used for future payouts.

notified to remove all XPY and BTC from their accounts.

-Authy will be replaced with Google Authenticator

-All

other non-required services

-All Zencloud servers will

will

be terminated and removed from the platform.

be migrated to a new Google Compute cluster, where they

-New wallet logic and payout code

will

will

be managed by Contractor, until end of life.

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.

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
-BTC wallets

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

execution of this Agreement (following

full

24 hour staking period), free and clear of any and all customer related "payout" liabilities. Contractor

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.
agrees that

Customer agrees that no amoturt of the 125,000 XPY principal contained in the Prime Node wallet

duration of this Agreement.The2l,433 XPY of excess principal from each Prime Node wallet

will

will

be extracted or sold from the wallet for the

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

minimum principal balance

of

125,000

XPY. Contractor

will contain the

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
transferred XPY

will

be equal to 321,495

XPY. The

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

will be transitioned from LeaseRig.net LLC to the XPY Trust by Contractor, following a 24 hour staking period. Each
will contain the minimum principal balance of 125,000 XPY. The XPY Trust is a non-profit corporation whose mission is to

-5 Prime Node Wallets

Prime Node wallet

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

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
and that the minimum principal balance

will

be continuously maintaine

be extracted to a Contractor managed, secure multi-sig

d.

will

be sold from the wallet for the duration of this Agreement,

The 2l ,433 XPY of excess principal from each Prime Node wallet

will

wallet. The total amount transfened will be equal lo 107,165 XPY. The transferred XPY

12. The Contractor agrees that they

will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which

the

Contractor has obtained, except as authorized by the Customer. This obligation will end on the termination of this Agreement.

Ownershio of Materials and lntellectual Pronertv


13.

All intellecfual property

and related material (the "Intellectual Property") including any related work in progress that is developed or

produced under this Agreement,

will

be the property of the Contractor. The Customer is granted a non-exclusive limited-use license

of

this Intellectual Property.


14. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property developed during the Agreement remain

exclusively with the Contractor. Contractor and Matthew Eden each agree that the trademarked and copy-wriffen material used in the
Zencloud and Paybase platforms are owned by Customer, and that they will not use these items for any other reason except the terms

of

this Agreement.

Return ofProoertv
15.

Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records,
proprietary intellectual property, proprietary source code, or Confidential Information which is the property ofthe Customer.

All intellectual property, and proprietary source code owned solely by the Customer, and used to fulhll the obligations of this contract
will no longer be: utilized, modified, updated, or redistributed by the Contractor following the completion of the Agreement.
Capacity/lndependent Contractor
16.

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as
an employee. The Contractor and the Customer acknowledge that this Agreement does not create a partnership or

joint venfure between

them, and is exclusively a contract for service.

Notice
17.

All

notices, requests, demands or other communications required or permitted by the terms of this Agreement

will

be given in

writing

and delivered to the Parties of this Agreement as follows:

a. GAW Miners LLC


34 East Dudley Town Road

Bloomheld, Connecticut, 06002

b. BlockChain Innovation Corp.


382 Akaloa

Dr

Bastrop, Texas, 78602


Email: mk@bci.io
or to such other address as any Party may from time to time notiff the other.

Indemnification
18. Contractor agrees to defend. indemni$,, and

hold Customer harmless from and against any and all damages, liabilities, costs and

expenses (including but not limited to attorneys' fees) incuned by Customer as a result of any claim, judgement or proceeding against

Customer: (a) from the commencement of this Agreement and arising out of or connected in any manner with the performance of the
Contractor including, without limitation, any issues involving wallet balances (XPY and BTC) which are fully controlled by Contractor
hereunder; or (b) by reason of any breach by Contractor of this Agreement. Contractor shall promptly

notiff Customer of any

such

claim, judgement, or proceeding in writing, tended to Customer the opportunity to settle such claim, judgement, or proceeding.

Customer agrees to defend, indemniff, and hold Contractor harmless from and against any and all damages, liabilities, costs, and
expenses (including but not limited to attomeys' fees) incurred by Contractor as a result of any claim, judgement, or proceeding against
the Contractor by reason of any breach by Customer of this Agreement. Customer shall promptly notiry Contractor of any such claim,
judgement, or proceeding in writing, tender to Contractor the opportunity to settle such claim, judgement, or proceeding at Customers'
expnse, and cooperate with Contractor in settling such claim, judgement, or proceeding.

The foregoing indemnification provisions will survive the termination of this Agreement.

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

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
accepts all such

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
3I

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party
be construed as a waiver

ofany subsequent breach ofthe

will not

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


Oeusigned by:

>-A

6*

By:

By:

Name: Mattlfew K. Eden

Name:

H. Josh Garza

Title:

Title:

CEO, Managing Member

CTO, Board Chairman

ABFOCF3FF48DrC7...

Name: H. Josh Garza

Title:

CEO, Managing Member

BUSINESS TECHNOLOGY FOR CRYPTOCURRENCY, LLC


Dcuslgned by:

By:
Name: H. Josh Garza

Title:

CEO, Managing Member

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