Decentralized Purchase Program Agreement

DECENTRALIZED PURCHASE PROGRAM AGREEMENT

This Agreement (“Agreement”) is made and entered into this _____ day of ____, 2018, by and between Miningstore hereinafter called “Miningstore,” and _______ hereinafter called the “Customer.”

WHEREAS, Miningstore intends to undertake a decentralized purchase program (“DPP”);

WHEREAS DPP will allow Customer to purchase a percentage of a physical mining rig;

WHEREAS Customer will make payments to Miningstore and in return, Miningstore agrees to host and maintain the mining rig;

Miningstore is authorized and empowered to contract with Customer for the purpose of hosting each mining rig, and any other related services described herein this Agreement;

NOW, THEREFORE, for the consideration set forth herein, the legal adequacy and sufficiency of which is acknowledged by all parties, Miningstore and Customer incorporate the above recitals as part of this binding Agreement, and further agree as set forth below:

• DEFINITIONS
• The following terms as used herein this Agreement shall have the following meaning
• “Customer” shall refer to the signee of this Agreement. Customer agrees to become a Co-Owner of a Mining Rig upon signature of this Agreement.
• “Fee” shall refer to the fee required to be tendered by Customer to Miningstore each month in accordance with this Agreement. This fee is determined by Customer’s Tier established in Section 2.2.
• “Host” shall refer to the industry standards of reasonable care facilitated by Miningstore to maintain Uptime at 90 percent.
• “Decentralized Purchase Program” shall refer to customers purchasing Nodes and sharing ownership of a Mining Rig.
• “Node” shall refer to the portion of shared ownership by Customer.
• “Uptime” shall mean operating as designed while connected to the internet.
• “Mining” shall mean
• “Mining Rig” shall mean the physical computer used for the particular purpose of mining cryptocurrency.
• “Owner” shall refer to those who have purchased a Node from Miningstore.
• “Co-Owner” shall refer to an Owner of a Node of the same Mining Rig as Customer.
• “Tier” shall refer to the status of an Owner based on the percentage of a Mining Rig purchased and hosted through Miningstore.
• “Tier One” or “Platinum” shall encompass Owners of twenty (20) percent of a Mining Rig. Tier One Mining Rigs will have five (5) Owners.
• “Tier Two” or “Gold” shall encompass Owners of ten (10) percent of a Mining Rig. Tier Two Mining Rigs will have ten (10) Owners.
• “Tier Three” or “Silver” shall encompass Owners of five (5) percent of a Mining Rig. Tier Three Mining Rigs will have twenty-five (25) Owners.

• GENERAL PROVISIONS
2.1 Scope. This Agreement shall allow Customer to pay Miningstore in monthly increments, in accordance with his or her Tier as laid out in Section 2.2. Customer agrees to be a Co-Owner of the Mining Rig with other Co-Owners who may or may not be known to Customer. Customer understands his or her Ownership will become effective within 3-5 business days of receipt of payment by Miningstore.

2.2 Tier System. DPP shall consist of three Tiers: Tier One (Platinum); Tier Two (“Gold”); and Tier Three (“Silver”).
Fees:
Tier One: Twenty (20) percent of a mining rig shall cost a one-time fee of $1249 to establish Co-Ownership of a Mining Rig, followed by payments of fifty ($50) dollars due payable at the first of every month.
Tier Two: Ten (10) percent of a mining rig shall cost a one-time fee of $700 to establish Co-Ownership of a Mining Rig, followed by payments of fifty ($40) dollars due payable at the first of every month.
Tier Three: Five (5) percent of a mining rig shall cost a one-time fee of $__ to establish Co-Ownership of a Mining Rig, followed by payments of fifty ($__) dollars due payable at the first of every month.

2.3 Maintenance of Mining Rig. Customer understands and agrees that Miningstore will use reasonable care in Hosting the Mining Rig. Customer understands and agrees and hereby grants Miningstore the sole discretion to take reasonable care to Host and maintain the Mining Rigs at ninety (90) percent Upkeep. In the event maintenance of the Mining Rig is required in excess of one-hundred dollars ($100), Customer agrees to be charged a percentage of the maintenance fee in accordance with Customer’s Tier.

Miningstore shall take reasonable steps to collect each percentage of maintenance fees from each Co-Owner. Should a Co-Owner fail to pay for his or her percentage of maintenance fees of the Mining Rig within sixty (60) days of notice from Miningstore, Customer agrees to pay Co-Owner’s outstanding percentage of maintenance fees. Customer understands and agrees and releases liability from Miningstore to collect the outstanding fees from Co-Owner after sixty (60 days). Customer agrees it shall be Customer’s sole responsibility to collect the maintenance fees from Co-Owner after the sixty (60) days, or Customer shall pay the outstanding percentage fee. After the expiration of sixty (60) days, Customer has (30) days within which to pay Miningstore for the percentage of maintenance fees resulting from Co-Owner’s failure to pay. Customer understands and agrees that failure to pay Co-Owner’s outstanding payment within thirty (30) days shall allow Miningstore to terminate Customer’s ownership of the Node.

2.4 Notice. Any notice required under this Agreement to Miningstore will be in writing, addressed to the appropriated party at the address which appears on the signature page to this Agreement (as modified in writing from item to time by such party) and given personally, by registered or certified mail, return receipt requested, by facsimile or by a nationally recognized overnight courier service. All notices shall be effective upon the date of receipt.

• TERMS AND CONDITIONS
3.1 Term of Agreement. This Agreement shall commence on the date it is signed by Customer and shall continue for twelve (12) consecutive months.

3.2 Option to Sell. Customer shall have the option to sell his or her Node on condition that Customer provide written notice to Miningstore sixty (60) days prior to desired sell date. If purchaser wants to sell their portion privately there is a $750 disposition fee and $250 re-registration fee
Miningstore will cover both of those fees if the contract is discontinued after the 12 month period.

3.2 Termination of Agreement by Miningstore. Miningstore shall have the power to terminate this Agreement at any time by providing reasonable written notice to Customer at least five (5) days prior to termination date. Customer agrees the address he or she provides to Miningstore will be the address he or she will acknowledge and accept receipt of any notice by Miningstore.

3.3 Termination of Agreement by Customer. Customer agrees to pay the Fee determined herein each month in accordance with this Agreement for Twelve (12) consecutive months. Customer may terminate this Agreement upon written approval of Miningstore. If Customer wishes to terminate this Agreement, Miningstore must receive written notice from Customer sixty (60) days prior to desired termination date.

3.4 Failure to Pay. Customer shall make payments in accordance with this Agreement at the first date of each month. If Customer fails to make a monthly payment on the first of the month, Miningstore shall, without notice to Customer, discontinue mining to Customer’s account until the balance is paid. Customer agrees that failure to pay the balance due within ten (10) days after the first of the month will result in forfeiture of his or her ownership of the Node. Miningstore reserves the right to charge Customer a $750 disposition fee and $250 re-registration fee.

• INDEMNITY
4.1 Liability. Customer understands and agrees that Miningstore has the sole discretion to host and maintain Customer’s Node. Customer understands and agrees and waives any and all liability against Miningstore for any damage, glitch to a Mining Rig.
• MISCELLANEOUS
• Controlling Law. This Agreement is to be governed by the laws of the State of North Carolina.
• Entire Agreement. This Agreement represents the entire and integrated agreement between Miningstore and Customer and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Miningstore and Customer.
• Breach of This Agreement. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party, nor shall any waiver operate or be construed as a rescission of this Agreement.
• Severability of Provisions. Should any provision of this Agreement be declared or determined to be illegal or invalid, the validity of the remaining provisions shall not be affected, and the illegal or invalid part, term, or provision shall be deemed not to be part of this Agreement, and all remaining provisions shall remain valid and enforceable.
• Any dispute between Miningstore and Customer regarding, shall be submitted in writing within twenty one (21) days after occurrence of the event giving rise to the claim to be resolved by Miningstore. If not resolved within 10 days, Customer agrees to [Arbitrate].

By signing this Agreement, Customer hereby understands and agrees to the terms laid out herein.

ARTICLE 7: TERMINATION OF AGREEMENT

7.1 This Agreement may be terminated by either party upon seven (7) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. [DO WE WANT TO INCLUDE A NOTICE AND RIGHT TO CURE PROVISION HERE?]

7.2 This Agreement may be terminated by the Owner upon not less than seven (7) days written notice to the Design Professional for the Owner’s convenience and without cause.

7.3 In the event of termination due to the fault of parties other than the Design Professional, the Design Professional shall be compensated for services performed to termination date, including reimbursable expenses.