PRIVILEGED AND CONFIDENTIAL

ASICSPACE MASTER SERVICES AGREEMENT

This Master Services Agreement (this MSA) is entered into as of _______________ (the Effective Date) by and between
ASICSPACE Mining Co., (collectively, ASICSPACE), whose address is 615 C-1 North Wenatchee Ave, Wenatchee, WA 98801
and email is support@asicspace.com, and ________________________, (Customer), whose address is
________________________________ and email is ________________________. ASICSPACE and Customer are each referred
to individually herein as a Party and collectively as the Parties. ASICSPACE and Customer agree as follows:

1. GENERAL
a. This MSA is intended to allow Customer the right to
obtain Space and Services from ASICSPACE at the
Data Center pursuant to the terms of this MSA.
Undefined capitalized terms used in this MSA are
defined in Section 8 of this MSA.

2. LICENSE AND TERM

a.

TERM OF SERVICES:

Commencement Date:

01/01/2015

Expiration Date:

06/30/2015

b.

SERVICE FEE DUE ON

COMMENCEMENT DATE

$510/kw service fee due on commencement date as

payment for Term. In addition, a $100 fee per customer
is due to establish a private VLAN for customer for
remote access.
c.

MONTHLY SERVICE EXTENSIONS

ASICSPACE
615 C-1 North Wenatchee Ave
Wenatchee, WA 98801

3. PAYMENTS
a.
Customer will pay to ASICSPACE all monthly
fees as outlined in Section 2 by midnight PST on the
last date of each calendar month for the upcoming
month. Payments for partial calendar months shall be
prorated based on the number of days in such month. An
invoice shall be considered properly delivered by
ASICSPACE and received by Customer upon
ASICSPACEs e-mailing of the invoice to the E-Mail
Address set forth in this MSA.
b.
Without limiting any other rights or remedies
of ASICSPACE, any amounts payable by Customer that
are not paid when due (a Shortfall), a late fee of $50
shall be due and payable to ASICSPACE to reimburse
ASICSPACE for the administrative costs incurred by
ASICSPACE associated with such Shortfall.

Term can be continuously extended for additional

months as long as payment at a rate of $95/kw for the
upcoming month is received by midnight PST on the
last date of the month. If its your last month with us,
we would appreciate it if youd tell us so we can begin
to prepare the space for a new customer.

c.
All Fees are exclusive of all taxes (including,
without limitation, sales, use, transfer, privilege, excise,
VAT, GST, consumption and other similar taxes), fees,
duties, governmental assessments, impositions and
levies imposed on the transaction in all of which
Customer shall pay in full.

d.

d.
ASICSPACE does not warrant that the space
and/or the Services will be available uninterrupted,
error-free or in a completely secure basis. It is intended
that the fees and charges payable by customer shall be a
Net return to ASICSPACE, free of expense, charge,
offset, diminution or other deduction whatsoever on
account of the premises or the space.

DESCRIPTION OF EQUIPMENT:

Miner
MAT
excalibur 5
Total:
e.

Quantity
1

Est. Power Draw

2.7 kw

2.7 kw

MEASUREMENT OF POWER DRAW

ASICSPACE shall determine the power draw of

Equipment on commencement date. ASICSPACE shall
periodically measure power draw, any increase for
which Customer is responsible for. We kindly ask that
you inform us if you change your clock settings so we
can re-measure your power consumption.
f.

RECIEPT OF MINERS

We can receive your miners at the following address:

4. SPACE AND EQUIPMENT

a.
In its sole and absolute discretion, if
ASICSPACE deems it necessary to provide its
continued standard of service to Customer, or as
required by law, ASICSPACE may relocate the
Customers Equipment (and thereby cause an outage not
to exceed 48 hours); provided that the relocation site will
afford comparable environmental conditions for the
Customers Equipment, upon at least 7 days prior
written notice to Customer (or such shorter time as
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PRIVILEGED AND CONFIDENTIAL

ASICSPACE reasonably deems necessary in the event

of emergency or threatened emergency.)
b.
ASICSPACE may discontinue, turn off, shut
down or suspend the Services (including, without
limitation, power) or deny Customer access to the Space
and Data Center in the event ASICSPACE is required to
do so by Law.
c.
Customer understands and acknowledges that
any power supplies they supply or are included with
their hardware are power factor corrected power
supplies.
d.
No liability is accepted by ASICSPACE for
any loss or damage suffered by the Customer due to
ASICSPACE staff following instructions issued by or
on behalf of the Customer.
e.
Automatic Remote Hands Service is available
8am to 5pm on Business Days. ASICSPACE staff shall
be available to automatically perform the following
tasks unless expressly instructed by the Customer in
writing to the contrary:
i.
Pushing a button;
ii.
Switching a toggle;
iii.
Power cycling (turning on/off) of the Customer
Equipment;
iv.
Re-set, rebooting of the Customer Equipment;
v.
Securing cabling to connections
vi.
Observing, describing and/or reporting of
indicator lights or display information on machines or
consoles;
vii.
Cable organization;
viii.
Modifying basic cable layout, labelling and/or
re-labelling of Equipment
ix.
Cable patching;
x.
Applications or software installation to the
Customer Equipment;
xi.
Uploading of data to the Customer Equipment;
xii.
Configuration of the Customer Equipment
operating system;
xiii.
Configuration of any software or applications
on the Customer Equipment;
xiv.
Hardware fault diagnosis;
xv.
Software fault diagnosis
xvi.
Pool change and configuration
xvii.
Clock change, settings and configuration
xix.
Update of firmware
The Customer shall be entitled to 35 minutes per month
of the Remote Hands Service per 1KW of power
purchased. For remote hands services whose need stems
from, in the sole opinion of ASICSPACE, power,
hardware, or software failures associated with individual
miners, (but not a failure of ASICSPACE to provide
cooling, power, or networking in general), those
services shall be depleted from the Customers available
pool of remote hands services. Services x-xix will

always be billed from the Customers available pool of

remote hands services. Any Remote Hands Service
provided by ASICSPACE shall be utilized in 5-minute
segments, rounded up, with a minimum of 5 minutes per
event. The Customer shall receive weekly reports
detailing the dates and periods of remote hands services
depleted, and descriptions of the events (if the remote
hands policy is enforced by ASICSPACE). Any unused
hours from one month will not be carried over to the next
month. Additional task hands hours can be purchased at
$30/hr.

5. INSURANCE
a.
ASICSPACE shall, at its sole cost and expense,
procure and maintain the following insurance: (i) a
policy of standard fire, extended coverage in an amount
equal to the full replacement value of all Equipment and
other property of Customer in or around the Data Center.
b.
ASICSPACE shall, at its sole cost and expense,
procure and maintain the following insurance during the
Term: (i) commercial general liability insurance in an
amount not less than $2,000,000 per occurrence and
$4,000,000 in the annual aggregate for bodily injury and
property damage and personal injury coverage; and (ii)
a policy of standard fire and theft coverage in an amount
equal to the full replacement value of (i) ASICSPACEs
equipment in the Data Center, or (ii) the Data Center,
including all ASICSPACEs equipment therein, if the
Data Center is owned by ASICSPACE.

6. REMEDIES
a.
In the event of a Customer Default without
limitation and free from any and all liability,
ASICSPACE has the right to (i) terminate the license
provided under this MSA or related agreements between
the Parties; (ii) discontinue, turn off, shut down or
suspend any Service (including, without limitation,
power) or Services; (iii) changing pool settings such that
Equipment mines for ASICSPACE (iv) prevent
Customer from ordering or licensing any additional
Services; (v) liquidate Equipment of Customer and have
rights to all proceeds from liquidation after 30 days have
passed since default.
ASICSPACEs standard procedure in the event of
default is the following:
Upon non-payment by Customer at due date,
ASICSPACE will revoke remote access to Equipment
and will instruct Equipment to mine to a temporary
wallet. If within 30 days customer makes payment for
the amounts due plus a $50 late fee, then all mined coin
will be returned to Customer and remote access will be
restored. If payment is not received within 30 days, then
customer forfeits ownership and rights to Equipment,
and ASICSPACE can discontinue Services to Customer.
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PRIVILEGED AND CONFIDENTIAL

b.
Customer will not be permitted to remove any
Equipment from the Data Center while customer is in
default.
c.
In the event of an ASICSPACE Default,
Customer shall have the right, subject to this MSA, and
subject to any mitigation requirements under Law, to
exercise all of its available rights and remedies at law
and in equity. Any remedy of Customer for the
collection of a judgment (or other judicial process)
requiring the payment of money by ASICSPACE or any
claim, cause of action or obligation by Customer against
ASICSPACE concerning, arising out of or relating to
any matter relating to the MSA and all of the covenants
and conditions or any obligations set forth in this MSA,
shall be limited to an amount which is equal to the
License Fees paid by Customer in the 3 months
immediately preceding the date of entry of such
judgment, claim, cause of action, or obligation, net of
any amounts due and owing from Customer to
ASICSPACE as of such date. Except as set forth above,
no property or assets of ASICSPACE or any of
ASICSPACEs respective Indemnified Parties shall be
subject to levy, execution or other enforcement
procedure for the satisfaction of Customers remedies
under or with respect to the MSA, ASICSPACEs
obligations to Customer, whether contractual, statutory
or otherwise, the relationship of the parties hereunder,
or Customers use or occupancy.
d.
Notwithstanding anything to the contrary
contained in this MSA, no Party shall, under any
circumstances, be liable for any consequential, indirect,
punitive, exemplary or special damages of any nature, or
for any loss of data, lost revenues, lost profits, loss of
business, loss of goodwill or loss of anticipatory profits.
e.
ASICSPACE shall not be in breach or default,
in the event of a Force Majeure Event, and
ASICSPACEs obligations under the MSA shall be
suspended by any such Force Majeure Event.
f.
Time is of the essence with respect to the
performance of the MSA. In any action, legal
proceeding or suit relating to the MSA, the losing Party
shall pay the prevailing Party a reasonable sum for
attorneys' fees and costs in such action, legal proceeding
or suit, as applicable.
g.
If any provision of this MSA is held by a court
of competent jurisdiction to be invalid, void or illegal,
the remaining provisions of this MSA will remain in full
force and effect.
h.
The MSA shall be governed by the Laws of the
State of Washington.

7. PROCEDURE

a.
Any notice or communication required or
permitted to be given under this MSA may be delivered
to the MSA email address on record for the Customer,
or if the notice is to ASICSPACE, to
support@asicspace.com.
b.
The terms and conditions of this MSA, other
related ASICSPACE documents, and the Data Center
design, construction and operations are confidential
information. Customer shall keep such confidential
information strictly confidential and shall not disclose
such confidential information to any third party except
(i) with written permission of ASICSPACE, (ii) as
required by Law, or (iii) in connection with any action
to enforce or defend the terms of the MSA.

8. DEFINITIONS
For purposes of this MSA, the following terms shall have the
following definitions:
Customer Default. Any of the following items, whereby Customer
shall be in default beyond notice and cure periods: (i) the failure by
Customer to pay Service Fees, License Fees or other amounts on their
due dates (ii) the failure by Customer to cure any other breach under
this MSA within 15 days after written notice is delivered by
ASICSPACE.
Data Center. The data center facility leased or owned by
ASICSPACE in the State of Washington.
Equipment. The equipment and other property placed on behalf of
Customer in the Space (including, without limitation, to the extent
applicable, racks, servers, cabling and wiring), but specifically
excluding any items licensed from ASICSPACE or owned, leased or
licensed by ASICSPACE.
Force Majeure Event. Any event beyond ASICSPACEs reasonable
control, including, without limitation, acts of war, acts of God,
terrorism, earthquake, hurricanes, flood, fire or other casualty,
embargo, riot, sabotage, labor shortage or dispute, governmental act,
insurrections, shortages, epidemics, and quarantines.
Services. The services licensed by Customer from ASICSPACE, as
expressly set forth in this MSA.
Space. The rack/cabinets or caged area licensed to Customer by
ASICSPACE.
ASICSPACE Default. Failure by ASICSPACE to perform its
obligations under the MSA within 15 days after written notice is
delivered by Customer to ASICSPACE specifying the obligation
which ASICSPACE has failed to perform; provided, however, that if
the nature of ASICSPACE's obligation is such that more than 15
days are required for performance, then ASICSPACE shall not be in
breach or default (and ASICSPACE Default shall not exist) if
ASICSPACE commences performance within such 15-day period and
thereafter diligently prosecutes the same to completion.
ASICSPACE Indemnified Parties. With respect to ASICSPACE,
ASICSPACEs members, affiliates, partners, officers, managers,
directors, principals, shareholders, representatives, employees, agents,
professional advisors , trustees, lenders, lessors and managers, and
their respective successors and assigns.
Term. The term of Customers license of the Space and Services from
ASICSPACE, as defined in the MSA.

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PRIVILEGED AND CONFIDENTIAL

THE PARTIES HAVE EXECUTED THIS MASTER SERVICES AGREEMENT AS OF THE EFFECTIVE
DATE.
CUSTOMER:
By:
Name:
ASICSPACE:
ASICSPACE Mining Co.
By:
Name: Robert W. Van Kirk
Title: Vice President

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Copyright [2014] [ASICSPACE Mining Co.]. All Rights Reserved