PRIVILEGED AND CONFIDENTIAL

QUOTE INCLUDED HEREIN EXPIRES 5 DAYS AFTER RECIEPT

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
whose
telephone
is
+1-832-428-2882,
and
_________________________________________,
(Customer),
whose
address
is
_______________________________________________________________________ and email
is ________________________ and telephone is __________________ and whose BitcoinTalk
ID (if applicable) 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.

01/07/2015

Expiration Date:

02/06/2015

SERVICE FEE

$95/kw Service Fee due by Commencement Date

as payment for Term. In addition, a one-time fee
of $100 per customer is due by Commencement
Date to establish a private VLAN for customer for
remote access. The one-time VLAN fee is per
customer, not per miner.
c.

OPTIONAL MONTHLY SERVICE

EXTENSIONS

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.
d.

DESCRIPTION OF EQUIPMENT:

Miner

Quantity

SP30

15
15

Total:

Est. Power
Draw
3 kw
45 kw

(note that customer is only billed for actual consumption)

e.

f.

RECIEPT OF MINERS

We can receive your miners at the following

address:

TERM OF SERVICES:

Commencement Date:

b.

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.

MEASUREMENT OF POWER DRAW

[Your Name Here]

ASICSPACE
615 C-1 North Wenatchee Ave
Wenatchee, WA 98801
You can ship directly to us from the manufacturer
to avoid duties. There are no duties on the
importation of Bitcoin miners into the USA, the
only fee assessed is a Merchant Processing Fee.
Learn more at www.tiny.cc/fees.
We can also receive checks at this address.
g.

LATE ARRIVAL OF MINERS

ASICSPACE offers a one-week grace period for

miners which arrive after their Commencement
Dates. If your miner arrives within 7 days after
the Commencement Date listed in this MSA, then
the date ASICSPACE delivers services shall be the
Commencement date, and the Expiration Date
will be extended to provide for the full length of
the Term.
h.

RESEVRATION OF SPACE

Capacity is not guaranteed until a reservation

deposit has been received. To reserve Space, we
require a deposit equal to the Service Fee due for
the first month of Services. For example, if your
term is 6 months, you have a 2 kw miner, and
your Service Fee is $540/kw for your Term, then
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we will require a deposit equal to 2 ($540 6) =

$180. The deposit will be credited against any
Fees due upon initiation of Services. The
remainder of any outstanding Fees will be due on
Commencement Date.

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 emailing of the invoice to the Customers E-Mail
Address set forth in this MSA by the 23rd of the
month.
b.
ASICSPACE accepts several forms of
payment. We can receive payment in Bitcoin, by
check, by wire transfer, through cash deposit at
Wells Fargo (USA only), via Coinbase, or through
PayPal. We levy a 3% surcharge on all Paypal
transactions to offset fees charged to us, and to
promote the use of Bitcoin.
c.
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.
d.
Customer shall be responsible for any fees
incurred by ASICSPACE as a result of any check
not being honored by the drawee thereof. In the
event any check provided by or on behalf of
Customer to ASICSPACE is not honored by the
drawee thereof more than once, in the aggregate,
then ASICSPACE may require that Customer pay
all amounts in connection with this MSA by wire
transfer only.
e.
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.

4. SPACE AND EQUIPMENT

a.
ASICSPACE is responsible for installing
and maintaining the Equipment. Customers

Equipment shall be cryptocurrency miners.

ASICSPACE will provide customer power as
specified in this MSA.
b.
The Parties acknowledge and agree that all
licenses subject to this MSA shall not constitute a
lease, sublease or easement. Except to the extent set
forth to the contrary in this MSA, no Party shall
have any right to cancel or terminate a license, and
the Parties shall remain fully responsible for all
obligations and amounts payable under this MSA
for the entire Term, subject to the terms and
conditions of this MSA.
c.
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 deactivate
and/or 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
ASICSPACE reasonably deems necessary in the
event of emergency or threatened emergency.)
d.
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.
e.
Customer understands and acknowledges
that any power supplies they supply or are
included with their hardware are power factor
corrected power supplies.
f.
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.
g.
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

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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
xx.
RMAing Equipment
xxi.
Decomissioning Equipment
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-xxi will always
be billed from the Customers available pool of
remote hands services. Any Remote Hands Service
provided by ASICSPACE shall be utilized in 5minute 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.
h.
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 understood that the fees and charges
payable by customer shall be free of expense,
charge, offset, diminution or other deduction
whatsoever on account of Services or Space.
i.
ASICSPACE uses private subnets to
segregate users on our network. Nonetheless,
Customer agrees to only access miners that they

own. Customer agrees to not attempt to access

restricted portions of the network. Customer
agrees to not use programs, software, processes, or
commands that are intended to disrupt (or that
could reasonably be expected to disrupt) network,
or damage or degrade network performance.

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. Note that this insurance does not cover the
hardware failures of individual miners.
b.
ASICSPACE or an ASICSPACEs Affiliate
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 or an
ASICSPACE Affiliate.
c.
Customer shall and does hereby
indemnify, defend, protect and hold harmless
ASICSPACE and their respective Indemnified
Parties from and against any and all Claims
resulting from any Action alleging or arising out of
infringement or misappropriation of any
intellectual property right or other illegal action by
Customer or any of the Customer Parties.

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.
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PRIVILEGED AND CONFIDENTIAL

QUOTE INCLUDED HEREIN EXPIRES 5 DAYS AFTER RECIEPT

ASICSPACEs standard procedure in the event of

default is the following:

ASICSPACEs obligations under the MSA shall be

suspended by any such Force Majeure Event.

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.

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.

b.
Customer will not be permitted to remove
any Equipment from the Data Center while
customer is in default.

h.
The MSA shall be governed by the Laws of
the State of Washington.

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

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.

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:
Affiliate. Any entity which controls, is controlled by or is under
common control with another entity.
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 7 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

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PRIVILEGED AND CONFIDENTIAL

QUOTE INCLUDED HEREIN EXPIRES 5 DAYS AFTER RECIEPT
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 7 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 7 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
7-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.

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
Note: We recommend using http://www.pdffiller.com to electronically edit and sign PDFs.
Contract, even if signed, is not binding until reservation deposit is received.

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