ALABAMA LITE
CAPITAL CRYPTO MINING AGREEMENTDefinitions
Agent INVESTOR NAME
Customer Purchaser of the Mining Package
Coins Cryptocurrency
Term Five (5) year term plus 1,000 days or the operating lifetime of the equipment, whichever is greater
Payout Frequency Bi-Weekly to begin on (Date)
Mining Equipment ASIC Mining Rigs of Various makes or models
Mining Price 60% of Retail Package Price (It is the discounted present value of
the monthly payments during the Term)
THIS AGREEMENT is made on the …………..day of……….20……., by Investview, INC. and Kuvera LLC (subsidiary) of _____________________________________address hereinafter the “Agent” and Alabama Lite, a Wyoming corporation of 10636 Legacy Point, Northport, Alabama 35475 address hereinafter the “Lessor” The Lessor and Agent collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns. WHEREAS, Lessor currently maintains and operates computing, colocation and network facilities in Alabama engaged in mining cryptocurrencies;
WHEREAS, Agent desires to engage Lessor for purpose of mining cryptocurrencies on its behalf, to include Coins (hereinafter the “services for the Contract sum defined in Section 1 and Lessor agrees to offer the said services by selling, operating and maintaining the Mining Equipment for the Agent’s per this Agreement.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
1. CONTRACT SUM
For the services offered, the Agent shall pay the Lessor the Mining Price and a provisioning fee from the purchase price paid by the Customer
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2. MINING SALE AGREEMENT VALUATION
Lessor represents and warrants that:
(i) the Term herein is at least seventy-five percent (75%) of the estimated life of the Mining Equipment;
(ii) the Mining Price (is at least ninety percent (90%) of the fair market value of the Mining Equipment, but does not exceed the Mining Equipment’s fair market value; and
(iii) the Mining Equipment is not anticipated to be obsolete at the conclusion of this Mining Agreement.
3. MINING TECHNOLOGY OPERATIONLessor shall operate and maintain the Mining Equipment solely for the benefit of Customer and in a manner that will maximize Coin production (the “Mining Operation Services”). Upon such Coin production (the “Mining Output”), Lessor will promptly transfer all Payouts (as defined below) to the Customer’s Wallet as provided in Section 4 below. The Mining Operation Services shall include, without limitation:
(i) maintaining all Mining Equipment, facilities and relevant supplies in good working order for maximum Mining Output, including using its best efforts to achieve and maintain the Mining Power identified above, and shall procure power, backup power, colocation facilities and such additional equipment and facilities, at its own cost, as shall be required from time to time in order to operate the Mining Equipment in accordance with Schedule A;
(ii) using its best efforts to cause the Mining Operation Services to be conducted at all times.;
(iii) directing Mining Output to maximize the production of Coins generated by the Mining Equipment in the form of either Bitcoin or “Altcoins.” “Altcoins” is a reference to all cryptocurrencies other than Bitcoin, such as Ethereum or Litecoin; and
(iv) paying for electricity consumption and actual and routine third-party equipment maintenance expenses (“Mining Costs and Expenses”); however, such Mining Costs and Expenses shall be paid only from the Mining Output and not owed or due from Customer, and such Mining Costs and Expenses shall not exceed USD $0.10 – 0.16 kw/h.
Lessor shall offer the services to the best of their ability and with the standard of care prevailing in the industry.
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Customers may choose which Coin to mine from the list of available Coins provided by the Company. The Customer may only change the mining option of the chosen Coin unless the Coin is no longer profitable i.e no money is generated by mining. There shall be a thirty (30) day grace period before switching to the new Coin of the Customer’s choice. No mining shall occur during the thirty (30) day grace period.
4. CUSTOMER PAYOUTS
Lessor will use Coins generated by Customer’s Mining Equipment to offset Mining Expenses, and then send the remaining Coins (the “Payout”) directly to the Customer’s wallet in daily deposits within seventy-two (72) hours from the Coin generation date. With the Mining Equipment, Lessor reserves the right to introduce new Altcoins to maximize coin payouts to Customers. The Lessor may also make retroactive recalculations to Payouts to correct any error and thereafter deliver to Customer a corrected Payout Report detailing the same, as well as the reasons why it occurred and the steps taken to correct it. Payouts will resume once the Customer’s negative balance is overcome if any.
5. MINING INTERRUPTION
The Agent and Customer acknowledge that the Mining Equipment may be faulted which faults the Lessor shall use its best efforts to resolve but if mining becomes unprofitable for twenty-one consecutive days, there shall be a “Suspension Period” that shall continue until in the Lessor’s discretion, mining returns to profitability. Lessor shall promptly notify Customer in writing of the suspension and the expected duration of the suspension period. Payouts will be temporarily halted during the suspension period and the Term shall also be suspended and thereafter extended for the same number of days after such Suspension Period. Notwithstanding anything to the contrary contained in this Mining Agreement, Lessor guarantees the operation of the Mining Equipment for at least the Mining Power during the Term, as it may be extended.
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6. WALLET SECURITY
The Customer is solely responsible for the security of their Wallet and Lessor disclaims any liability unless it results from their breach, negligence, or misconduct. Agent must notify Lessor immediately if the Customer’s Wallet address changes, is lost, or if fraud or suspicion exists.
7. LIABILITY LIMITATIONS
Lessor is not liable for any breach of this Agreement if the breach is caused by the Customer or a third party as a result of the Customer’s actions.
If Lessor’s fails to perform its duties is due to governmental actions, this agreement shall be suspended and Lessor shall take affirmative action at its costs to resolve the suspension, including relocating Mining Equipment.
To the maximum extent permitted by law, Alabama Lite is not liability for any losses or damages which Customer may suffer, whether the same are suffered directly or indirectly or are immediate or consequential, which fall within any of the following categories: (i) loss of cryptocurrency arising as a result of any of Customer’s acts or omissions or any acts or omissions of any third party under the control of Customer; and (ii) loss arising out of or in connection with any of the following:
(a) any defect or insecurity in any third-party systems used to store or transmit cryptocurrency;
(b) any inaccurate or incomplete information provided by Customer, including cryptocurrency wallet addresses;
(c) any changes to the regulatory, legislative or technical environment applicable to cryptocurrencies;
(d) the acts or omissions of any bank or provider of banking services; or (e) any change in the value of cryptocurrency.
Lessor does not offer any legal, financial, insurance, tax, investment or associated advice. No third-party may claim to be an intended beneficiary of this Mining Lease. Lessor shall not be responsible for any damage, harm or loss to any third-party (non-party to this Agreement), including any loss, harm, or damages resulting from Customer’s use, resale, sublease or letting of Customer’s Mining Agreement.
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8. REPRESENTATIONS AND WARRANTIES
Lessor represents and warrants that its activities and operations comply with the laws of Romania and Iceland and those jurisdictions where the Mining Equipment is located and where Lessor is operating; but Lessor makes no representations or warranties as to whether Lessor’s services comply with the laws of any jurisdiction Agent may engage in the resale, sublease or letting of Agent/Customer Mining rights.
Both Parties represent and warrant that each Party has capacity and authority to execute and deliver this Agreement and to perform their obligations herein. Parties also acknowledge that they have been provided with the opportunity to negotiate this agreement, to seek legal counsel before signing this agreement and they have entered into this agreement freely and voluntarily[MK1] .
9. CONFIDENTIALITY
All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party[MK2] .
10. AUDIT RIGHTS
During the Term, Lessor shall keep updated, accurate and complete records (including computer files) ofhash power performance, gross coin generation, mining expenses, and Payouts and the Customer or their representative, may audit such records and inspect the Mining Equipment to verify compliance with this Agreement, at regular business hours upon reasonable request and at their own expense.
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11. GENERAL
(a) This Agreement is subject to statutory and common-law consumer rights and will not limit any rights Customer might have that cannot be excluded under applicable law. These terms exclude and therefore do not in any way limit Lessor’s liability for negligence or representations or for any statutory liability not capable of limitation.
(b) Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
(c) These terms constitute the entire agreement between the Parties[MK3] It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement.
(d) Either Party’s failure to enforce any term does not constitute such Party’s waiver of that term. The waiver by either Party of a breach of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
(e) Each Party agrees not to directly or indirectly violate or permit the violation of any applicable law including but not limited to anti-terrorism and money-laundering laws. .
(f) No fiduciary relationship is formed by or through this Agreement except to the extent that Lessor holds the Mining Price prior to applying such funds to mining operations under this Agreement (based on the number of days remaining under the Term).
(g) These terms are governed by Nevada law and interpreted accordingly. In the event of a translation conflict, the English version will prevail.
(h) in Nevada if brought by Agent If a dispute arises out of or relates to this Agreement, the president or vice president of each Party shall attempt to resolve it within fifteen (15) business days of receiving written notice of the dispute. If the Parties are unable to resolve their differences within the said time, within thirty (30) business days of receiving a written request for Mediation by a Party, the matter shall be mediated. If brought by Lessor, the Mediation shall take place in the State of Nevada or the location of Agent’s domicile (as designated by Agent), and in Nevada if brought by Agent. It shall be conducted in English by a single Mediator agreed upon by the parties. If the parties cannot agree on a Mediator, each party shall select a Mediator, who shall then select a neutral Mediator to conduct the Mediation whose fees and expenses shall be shared equally by all parties. The parties shall however bear the fees and expenses of the Mediator they had chosen. Unless the parties agree otherwise, the Mediator’s decision is nonbinding. If the dispute cannot be resolved through Mediation, it will be arbitrated by one or more arbitrators appointed by JAMS under its Rules of Arbitration. Arbitration will be held in Nevada if brought by Lessor and in the State of Nevada if brought by Agent.
(i)
All communication (“Notice”) shall be in writing and addressed to the other Party at its address set forth above and either Party may change the said addressees by reasonable notice in writing given to the other Party. Delivery shall be by Personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with transmission confirmation) or certified or registered mail (in each case, return receipt requested, postage prepaid). Unless otherwise stated, a Notice is only effective if (a) the recipient has received it and (b) the sender has met the requirements of this Section.
12. RISK NOTICE
Cryptocurrencies are distributed, decentralized peer-to-peer digital currencies with inherent risks. Cryptocurrencies are uninsured, unregulated, and decentralized, and their value is subject to market fluctuations.
13. FORCE MAJEURE
No Party shall be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure. “Force Majeure” refers to anycause reasonably beyond a Party’s control, including but not limited to (i) act of God, (ii) labor stoppages or other industrial disturbances, (iii) systemic electrical, telecommunications, or other utility failures, (iv) earthquakes, flood, fire or explosion, (v) blockages, embargoes, riots or orders of government, and (vi) acts of terrorism or war. Any delay or stoppage in mining activities resulting from Force Majeure shall be treated as a Suspension Period.[MK4]
A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
14. TERMINATION
Any material interference with Lessor’s operations by Customer and failure to remedy the interference within thirty (30) business days of receipt of Lessor’s notice, will result in immediate return of the prorata portion of the Mining Price, calculated by dividing the Mining Price by the percentage of the Term days remaining.
If Lessor is in breach of this Agreement, or if mining operations are suspended for sixty (60) days for any reason, Customer may demand that Lessor immediately return to Customer its pro-rata portion of the Mining Price.
Parties may terminate this agreement at any time if both Parties agree to the termination subject to the terminating Party notifying the Non-Terminating Party of the intention to terminate in writing but bef ore the Agreement’s is terminated (the “Termination Date”), there shall be a notice period of 120 calendar days (“Notice Period”).
Existing and valid crypto contracts made before the Termination Date shall survive the Termination Date will remain with Lessor.
15. AMENDMENT, ASSIGNMENT, AND FORUM SELECTION
(a) Except for the Agent’s right to sell Mining Equipment and services to their Customer, the Parties may not assign any rights or obligations under this Agreement.
(b) Notwithstanding the provisions of Section 11, in the event that a dispute under this Agreement needs to be resolved through litigation, the Parties agree as follows:
If Agent sues Lessor, the Parties agree and waive any objection to proceeding in Nevada as the exclusive forum but if Lessor sues Agent, the Parties agree and waive any objection to proceeding in either the State of Nevada or the location of Agent’s domicile (as designated by Agent) as the exclusive forum.
(c) The provisions of this Agreement must be read to best effect the intentions of the Parties. If any provision of this Agreement is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
(d) This Agreement may[MK5] only be modified or amended in writing signed by all Parties.
*** signature page follows ***
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IN WITNESS hereof, each of the Parties has executed this Agreement , as set forth below.
| Signed by the duly authorized representative of the LESSOR Signature: Name: Travis E. Bott Designation: Director Date:…………………………………………………… | Signed by the duly authorized representative of the AGENT Signature: Name: Ryan Smith Designation: CEO Date:…………………………………………………. |
Schedule A
Description of Mining Equipment
AMD RX GPUs 1000 to 1250 W
1 Mining Rig consists of the following components:
6x GPU Cards
1x Motherboard
1x CPU
1x RAM
1x SSD
1x Power Supply Unit
1x GPU Frame and Risers
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[MK1]This is to protect all Parties.
[MK2]This is to protect all Parties.
[MK3]This agreement is between the Parties signing the Agreement i.e. Lessor and Agent.
[MK4]The Term extension after the Suspension period has already been covered.
[MK5]This has already been covered.
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