Service Agreement
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THIS SERVICE AGREEMENT (this "Agreement") is entered into (on the "Effective Date"), by and between Hashing Ad Space, ("Company" or "HAS") and the Beneficiary (the "Beneficiary"). The Beneficiary and the Company are hereafter collectively referred to as "the Parties".
RECITALS WHEREAS, the Company provides certain services and owns certain business methods, licenses, technology and techniques; and WHEREAS , the Beneficiary wishes to contract with HAS to gain access to services and business methods, licenses, technology and techniques provided by HAS.
NOW IT IS THEREFORE RESOLVED, that in consideration for the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as set forth herein.
1.AGREEMENT DEFINITIONS
- 1.1. "Affiliate" means, with respect to any Person (as defined herein), any other Person that directly,
or through one or more intermediaries, controls or is controlled by or is under common control with such Person. For purposes of this Agreement, "control" shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (and the terms "controlled by" and "under common control with" shall have correlative meanings). - 1.2. "Bank Account" means the bank accounts of the Company communicated to the Beneficiary in writing.
- 1.3. "Bitcoin" or "BTC" means the type of virtual currency based on an open source cryptographic protocol existing on the Bitcoin Network.
- 1.4. "Bitcoin Address" means an identifier of 26-34 alphanumeric characters that represents a possible destination for a transfer of Bitcoin. The Bitcoin address means the digital BTC wallet of either the Beneficiary or HAS for sending and/or receiving BTC.
- 1.5. "Business Day" means a day when banks are open for business in the places of incorporation of HAS, excluding weekends.
- 1.6. "Confidential Information" means in relation to a Party, all material and information, that has or will come into possession or knowledge of the other Party in connection with its performance hereunder and which in the ordinary course of business is considered to be treated confidential. The content of this Agreement, not including the fact, that it has been entered into, will also constitute Confidential Information.
- 1.7. "Commercialization" or "Commercialize" means any and all activities that relate to the marketing, promoting, distributing, importing, sale, offering for sale, and selling, having sold, or use of services, products and digital assets, including interacting with any Regulatory Authorities in any country regarding the foregoing. Commercialization shall also include registration of intellectual property rights.
- 1.8. "Commercially Reasonable Efforts" means, with respect to the efforts to be expended by any Party with respect to any objective, such reasonable, diligent, and good faith efforts not less than a company similar to such Party would devote to accomplish a similar objective under similar circumstances.
- 1.9. "Effective Date" means that date on which this Agreement was signed and entered into force.
- 1.10. "Fiat" means US Dollars, Euros or Swiss Francs.
- 1.11. "Intellectual Property" or "Intellectual Property Rights" or "IP" means, collectively, all intellectual property and similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) Patent Rights; (ii) Trademarks; (iii) Know-How and non-public business or technical information; (iv) copyrights and copyrightable works; (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation; (vi) designs; (vii) domain names; and (viii) claims, causes of action, and defenses relating to the enforcement of any of the foregoing; in each of the foregoing cases (i) to (viii), including any registrations or applications to register, and renewals and extensions of, and of the foregoing with any gove mental body in any jurisdiction.
- 1.12. "Know-How" means any scientific or technical information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, that is not in the public domain or otherwise publicly known, including, without limitation, discoveries, inventions dosing and target patient information, studies and procedures, and manufacturing process and development information, results and data, whether or not patentable, in each of the foregoing cases to the extent not claimed or disclosed in a patent.
- 1.13. "Knowledge" means, with respect to a matter that is the subject of a given representation, or warranty, the knowledge, information, or belief that any officer, director, or such other employee of a Party who would reasonably be expected to have knowledge of the matter in question, has, or should reasonably be expected to have, with respect to the relevant subject matter. "Knowingly" means with Knowledge.
- 1.14. "Law" or "Laws" means all applicable laws, statutes, rules, regulations, ordinances, and other pronouncements having the binding effect of law of any gove mental body.
- 1.15. "Person" means a person, corporation, partnership, limited liability Beneficiary, joint venture, trust or other entity or organization.
- 1.16. "Stake" or "staking" means keeping the Beneficiary's Asimi tokens in the custody of the Company for the duration of the Agreement, ensuring that the Beneficiary has a stake, while minting ads.
- 1.17. "Token" means Asimi tokens, which are the tokens minted by HAS.
- 1.18. "Website" means
2. SUBJECT OF THIS AGREEMENT
- 2.1. The Beneficiary hereby contracts with HAS, who accepts, to provide access to services and business methods, licenses, technology and techniques owned by HAS in connection with the business practices of HAS, especially activities related to advertising and advertisements.
- 2.2. By accepting and entering into this Agreement and / or clicking "Continue" at the bottom of the website where this Agreement is available, the Beneficiary agrees to temporarily stake with HAS the quantity of Asimi, as outlined in the Minter Stake Setup page.
- 2.3. THE BENEFICIARY ACCEPTS AND UNDERSTANDS THAT AS A PREREQUISITE, THE ASIMI TOKENS DISCUSSED IN THIS AGREEMENT MUST ALREADY BE IN THE BENEFICIARY'S POSSESSION.
3. OBLIGATIONS OF THE COMPANY
3.1. In accordance with the staking set forth in Section 2.2, HAS agrees to the following terms:
- 3.1.1. The Beneficiary will be allowed to watch 1 (one) advertisement every 24 hours on the Website for a period of 365 consecutive days, starting with the day of the initial transaction.
- 3.1.2. The process of watching one advertisement will generate and disburse into the Beneficiary's personal wallet on the Website new Asimi tokens corresponding to that day's minting reward.
- 3.1.3. In addition to the above, the process of watching one advertisement will also retu to the Beneficiary's wallet 1/365 of the original Asimi tokens that the Beneficiary has staked to HAS at the beginning of this agreement.
- 3.1.4. Both the minting rewards and the parts of the original Asimi tokens retu ed to the Beneficiary belong to the Beneficiary and may be used in the Beneficiary's sole discretion in accordance with the Terms and Conditions of the Company and this Agreement.
- 3.1.5. In case the Beneficiary has not watched their one advertisement on a particular day, no new Asimi tokens will be disbursed into their wallet and the 1/365 stake of the original stake will be placed into HashingAdSpace’s custody until the end of this Staking Agreement
- 3.1.6. All Asimi tokens placed in the custody of HAS , will be disbursed back to their account on the first day after the conclusion of this Agreement (day 366 after signing).
4. REPRESENTATIONS AND WARRANTIES
- 4.1. Binding Agreement. The Company represents to Beneficiary on the date hereof and on the date of each Advance made to the Company hereunder that this Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and constitutes the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally and subject to the availability of equitable remedies)
5. TERM AND TERMINATION
- 5.1. This Agreement and shall commence on the Effective Date and shall continue for a period of 1 (one) year, that is 365 days after the Effective Date.
- 5.2. This Agreement may not be terminated early for convenience. In case the Beneficiary chooses not to exercise their right to view ads on the Website, their entire remaining balance of staked Asimi tokens will be disbursed to their wallet on the first day after the conclusion of this Agreement as set out in Section 5.1.
- 5.3. This Agreement may be terminated:
- 5.3.1. by mutual written consent of HAS and the Beneficiary;
- 5.3.2. by the non-breaching party if there has been a material breach of this Agreement by the other party.
6. LIMITATION OF LIABILITY
- 6.1. Indemnification by Beneficiary. Beneficiary shall indemnify, defend, and hold Company and each of their respective agents, employees, officers, and directors (individually or collectively, the "Company Indemnitee(s)"), harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable atto eys' fees) resulting from Third Party claims against Company Indemnitee(s).
- 6.2. No Consequential Damages. IN NO EVENT SHALL COMPANY (OR ANY OF ITS AFFILIATES, ASSIGNEES, LICENSEES, OR SUCCESSORS) BE LIABLE TO THE BENEFICIARY (OR ANY OF THE OTHER PARTY'S AFFILIATES, ASSIGNEES, LICENSEES, OR SUCCESSORS) FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF; PROVIDED, HOWEVER, THAT THIS SECTION SHALL NOT BE CONSTRUED TO LIMIT EITHER
6.3. LIMITATION ON LIABILITY DUE TO THE VOLATILE NATURE OF CRYPTOCURRENCIES.DUE TO THE VOLATILE NATURE OF CRYPTOCURRENCY MARKETS, HASHINGADSPACE DOES NOT MAKE ANY IMPLICIT OR EXPLICIT GUARANTEES OR PROMISES REGARDING THE VALUE OF ASIMI TOKENS NOW OR IN THE FUTURE. HASHING AD SPACE CANNOT BE HELD RESPONSIBLE FOR ANY LOSS OF INCOME OR PROFIT STEMMING FROM THE ACTS OF STAKING TOKENS OR MINTING ADS.
The materials and information contained in the website are for general information purposes only. None of the information provided by HashingAdSpace is intended as tax, accounting, investment or legal advice. The information on the website should not be relied upon for purposes of transacting securities or other investments.
Our advertising/minting business model, particularly Staking and minting, rewards the members participating in our advertising platform for the act and effort of watching ads. Daily Minting rewards will vary and are not guaranteed. ALL CURRENT AND FUTURE EARNINGS ARE PAID IN ASIMI CRYPTO TOKENS. This means your minting profits are subject to the risk and volatility of the crypto currency market, future limitations or legislation of crypto currency, and specifically fluctuation of crypto currency values including but not limited to Asimi, Bitcoin and/or Waves.
We cannot control market forces or anticipate the value or usability of crypto currencies in the future and therefore cannot make any promises of any gains whatsoever. While good crypto currency conditions would be very favourable to our advertising / minting system, bad crypto currency conditions would not.
We expect great success for Hashing Ad Space minters. At the same time, your effort minting ads, as well as your staking, minting and advertising product purchases MIGHT NOT GENERATE A PROFIT.
Hashing Ad Space, it's CEO, founders and employees accept no responsibility for your Staking or purchase decisions. You should ALWAYS consider your purchase as a FINAL PURCHASE and only purchase within your budget.
Seek professional independent, legal, tax and financial advice before deciding to participate in any Hashing Ad Space services.
HashingAdSpace will not be liable for any incidental, direct, indirect, punitive, actual, consequential, special, exemplary, or other damages, including, but not limited to: loss of revenue or income, pain and suffering, emotional distress, or similar damages, even if HashingAdSpace has been advised of the possibility of such damages. In no event the collective liability of HashingAdSpace will exceed the amount the member has paid for HashingAdSpace services.
Under no circumstances will HashingAdSpace be liable for any loss or damage caused by your reliance on the information contained in the website. It is your sole responsibility to assess the accuracy, completeness or usefulness of any information, opinion, advice or other content contained in the website. Please seek the advice of professionals as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.
- 6.4. Notification of Claims; Conditions to Indemnification Obligations. As a condition to a Party's right to receive indemnification under this Article, it shall (a) promptly notify the other party as soon as it becomes aware of any Third Party claim or suit for which indemnification may be sought hereunder, (b) reasonably cooperate, and cause the individual indemnitees to cooperate, with the indemnifying party in the defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying party to control the defense, settlement, or compromise of such claim or suit, including the right to select defense counsel; provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the indemnifying party declines or fails to assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section, then the indemnified party shall have the right, but not the obligation, to defend such action. In no event, however, may the indemnifying party compromise or settle any claim or suit in a manner that admits fault or negligence on the part of the indemnified party (or any indemnitee) without the prior written consent of the indemnified party. The indemnifying party shall have no liability under this Article with respect to claims or suits settled or compromised by the indemnified party without the indemnifying party's its prior written consent.
7.FORCE MAJEURE
- 7.1. Neither party shall be deemed to be in breach of this Agreement or liable for any delays in performing or failure to perform any of its obligations under this Agreement if the delay or failure was due to a Force Majeure event.
- 7.2. If a Force Majeure event occurs, the date(s) for performance of the obligations affected will be postponed for as long as is made necessary by the continuation of such circumstance or event.
- 7.3. If any obligation of either party pursuant to, under and in connection with this Agreement is delayed for longer than three months, then either party shall have the right to terminate this Agreement with immediate effect on written notice to the other.
8.MISCELLANEOUS
- 8.1. Gove ing Law. This Agreement shall be gove ed by, and construed and enforced in accordance with, the laws of England. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, THE COURTS OF AMSTERDAM, SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREIN, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT THE VENUE THEREOF MAY NOT BE APPLICABLE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SAID COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION SHALL BE HEARD AND DETERMINED IN SAID COURTS. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE.
- 8.2. Intellectual property ownership. Any and all patent, copyright, trademark, trade secret,know-how, solutions, software or hardware or other intellectual or industrial property rights or proprietary rights (including, without limitation, all claims and causes of action for infringement, misappropriation or violation thereof and all rights in any registrations, applications and renewals thereof), whether existing now or in the future, whether worldwide or in individual countries or political subdivisions thereof that are created by or for HAS before, during or after the initiation of the provision of services under this Agreement shall belong to HAS.
- 8.3. Relationship of Parties. The parties hereto are independent contractors. HAS has the the right and authority to create obligations on behalf of the Beneficiary or to bind the Beneficiary to contracts, agreements or undertakings with any Third Party Subjects, but strictly in relation to the objectives of this Agreement and for the benefit of the Beneficiary in good faith with the reasonable expectation to cause profit for the Beneficiary.
- 8.4. Severability. The terms and conditions stated herein are declared to be severable. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the parties shall use good faith to negotiate a substitute, valid and enforceable provision which most nearly effects the parties' intent in entering into this Agreement.
- 8.5. Waiver. Failure by either party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement.
- 8.6. Non-solicitation. All parties agree not to employ or offer employment to any person directly or indirectly (including, but not limited to, employment as a consultant or contractor) who is or has been an employee of the any other party either during his employment with that party or within one year of his having discontinued such employment. This clause shall survive for a period of 1 year after the termination of this Agreement.
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