KYC Capital LLC
KYC SERVICES AGREEMENT
This KYC Agreement (the “Agreement”) takes effect on the date of mutual agreement,
BETWEEN: the undersigned individual or entity (the "Client"),
AND: KYC Capital LLC (the "Consultant"), a company organised and existing under the laws of New Mexico.
WHEREAS Client wishes to have their identities verified and the certification thereof published, and;
WHEREAS Client wishes to hire Consultant to perform these services;
THEREFORE, the parties hereto hereby agree as follows:
1 KYC SERVICES DEFINED
The term "KYC Services" when used in this Agreement means the performance of professional services that include but are not limited to the collection and verification of identity documents, and the publication of the results of said verification process. The Consultant, under the code of the Internal Revenue (IRS), is an independent contractor and neither the Consultant's employees or contract personnel are, or shall be deemed, the Client's employees.
3 CLIENT'S RESPONSIBILITIES
Client shall furnish information requested by Consultant that is necessary for Consultant to fulfil its responsibilities under this Agreement, including but not limited to: identity documents, bank statements, utility bills. In order to prevent fraud, Consultant may require identity documents be produced in a specified timeframe, never to be shorter than 12 hours.
2 SCOPE, SERVICEs, and DELIVERABLES
Consultant shall deliver to Client a certification hosted on Consultant's website containing the outcome of the identity verification process (the "Process"). In addition, Consultant shall create and deliver a social media announcement post of the results. Consultant reserves the right to publish the outcome of the Pprocess.
4 TERM OF THE AGREEMENT & TERMINATION
This Agreement is effective as of the date it is signed by both parties. The terms of the Agreement will remain in effect in perpeteum. This Agreement may be terminated at any time by the mutual agreement of the parties, or if any party:
(a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
(b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 7 days from receipt of notice of such breach.
5 SURVIVAL BEYOND COMPLETION
The provisions herein as well as confidentiality, use indemnification, assignment, reproduction, warranty, ownership, return or destruction shall survive the delivery of the results of the Process and the payment of associated charges. No termination or expiration of this Agreement shall affect any rights, obligations or liabilities of either party that shall have accrued on or prior to the date of such termination or expiration.
6 REPRESENTATIONS & WARRANTIES
6.2 Consultant warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity; (iii) Consultant has the full right to provide the Company with the assignments and rights provided for herein; and (iv) Consultant shall comply with all applicable laws in the course of performing the Services.
6.3 EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, CONSULTANT MAKES NO WARRANTIES WHATSOEVER. DESIGNER EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THIS AGREEMENT.
7 CONFIDENTIALITY AND SECURITY OF THE SYSTEMS
Each party acknowledges that all material and information which has or will come into the possession and knowledge of each in connection with this Agreement or the performance hereof, consists of confidential and proprietary data, whose disclosure to or use by third parties will be damaging. Both parties, therefore, agree to hold such material and information in strictest confidence, not to make use thereof other than for the performance of this Agreement, to release it only to employees requiring such information, and not to release or disclose it to any other party. Notwithstanding the above, Consultant reserves the right to send any and all information collected to any law enforcment body, court of law, or any other governmental/regulatory entity.
8 TITLE RIGHTS, OWNERSHIP, RIGHT TO USE
8.1 This agreemnt shall not be construed to give Consultant any property right in the documents which Client shall provide to fulfil the requirements of this Agreement.
8.2 Excluding documents provided, any deliverables and/or work product is Consultant’s proprietary property and all software, technology, information, databases, functionality, website designs, audio, video, text, photographs, and graphics on the deliverables (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (collectively the “ Marks”) are owned or controlled by Consultant or licensed to Consultant, and are protected by copyright and trademark laws and various other intellectual property rights and competition laws of the United States, foreign jurisdictions, and international conventions.
9 DISCLAIMER REGARDING DELIVERABLES & RESULTS
The information provided by Consultant is on an as-is, where-is, and as-available basis. Client agrees that their use of the work product & deliverables, including but not limited to any associated services, products, protocols, platforms, content, and materials, will be at Client’s sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the work product & deliverables and Client’s use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the work product & deliverables content, including but not limited to any associated services, products, protocols, platforms, and materials, or the content of any work product & deliverables; and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from Clients access to or use of the work product & deliverables, (3) any unauthorized access to or use of Consultant’s servers, code, and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the site hosting the deliverables, (5) any bugs, viruses, trojan horses, or the like which, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, accessible, referenced, or otherwise made available via the work product & deliverables; including claims for negligence.
The work product & deliverables may include descriptions or forward-looking statements concerning concepts under continuing development, features, functionality, schedules, or design architectures but all of the foregoing are subject to continuing update, modification, cancellation, delay, external dependencies, evolving regulatory frameworks, and/or factors beyond Consultant’s control and Client is cautioned not to place undue reliance on this information. The hosts of the work product & deliverables and producers of its content do not endorse any of the projects reviewed. FOR AVOIDANCE OF DOUBT, THE WORK PRODUCT & DELIVERABLES, INCLUDING ANY ASSOCIATED SERVICES OR MATERIALS, SHALL NOT BE CONSIDERED OR RELIED UPON AS ANY FORM OF FINANCIAL, INVESTMENT, TAX, LEGAL, REGULATORY, OR OTHER ADVICE.
In consideration of the work to be performed hereunder and the products to be delivered, Client shall pay Consultant as follows:
10.1 Client will pay Consultant a fixed price for the entirety of the work to be completed, to be negotiated prior to the signing of this contract.
10.2 Payment is denominated in USD and required to be sent to a specified ETH address at a negotiated price and currency prior to the start of any work. Other payment methods may be negotiated.
10.3 Consultant electing to begin work before receiving payment shall not waive any of these terms of Client’s obligation to pay the agreed upon amount.
11 NON-ASSIGNMENT OF CONTRACT
This Agreement may not be assigned by Consultant or Company except by merger or acquisition of either party.
Client agrees to defend, indemnify, and hold Consultant harmless, including Consultant’s subsidiaries, affiliates, and all of Consulatant’s respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of this agreement and/or its work product. Client agrees to indemnify Consultant against all losses, costs, expenses (including reasonable counsel fees) which may occur by reason of the breach of any term, provision, warranty or representation contained herein and/or in connection with the enforcement of this Agreement or any provision thereof. Notwithstanding the foregoing, Consultant reserve the right, at Client’s expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify Consultant, and Client agrees to cooperate, at its expense, with Consultant’s defense of such claims. Consultant will use reasonable efforts to notify Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13 LIMITATIONS OF LIABILITY
In no event will Consultant or its directors, employees, or agents be liable to Client or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, business interuptions, or for any indirect, incidental, special, consequential, exemplary or punitive damages; or any other damages arising from Client’s use of the site, even if we have been advised of the possibility of such damages. The services and the work product of designer are sold “as is.” Notwithstanding anything to the contrary contained herein, Consultant’s liability to Client for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of the amount paid by Client to Consultant prior to any cause of action arising or $100.00 (One-Hundred) United States Dollars. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. Client shall further indemnify and hold harmless Consultant for the acts of its employees or contractors. Under no circumstances shall Consultant’s employees/contractors be considered employees of or agents of Client. If these laws apply to Client, some or all of the above disclaimers or limitations may not apply, and Client may have additional rights.
14 Dispute Resolution
To expedite resolution and control the cost of any dispute, controversy, or claim related to this agreement (each “Dispute” and collectively, the “ Disputes”) brought by either Client or Consultant (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. CLIENT UNDERSTANDS THAT WITHOUT THIS PROVISION, CLIENT WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“ AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Client’s arbitration fees and their share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined to by the arbitrator to be excessive, Consultant will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States in San Francisco County, CA. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than three (3) months after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
15 FORCE MAJEURE
Both parties reserve the right to contract with other parties for work similar to that being performed under this Agreement. No restrictions shall be placed on contracting with firms in competition to either party.
16 RIGHT TO CONTRACT FOR SIMILAR WORK
Neither party shall be responsible for delays or failures on performance resulting from acts beyond the control of such party. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, government regulations superimposed after the fact, fire, communication line failures, power failures, earthquakes or other disasters.
17 Sanctions Compliance
Consultant will not provide any services to any person or entity docimiled in the following countries. Client explicity agrees and certifies that they are not a citizen of, resident of, or docimiled in, the following countries.
Prohibited Jurisdictions:Belarus, Burundi, Central African Republic, Crimea, Cuba, D.R. Congo, Iran, Iraq, Libya, North Korea, Russia, Somalia, Syria, South Sudan, Venezuela, Yemen or Zimbabwe.
Client also explicity agrees and certifies that they have not been subject to any material investigation, subpoena, and/or penalty by the US CFTC, OFAC, FinCEN, the SEC, the IRS or any other US federal or state regulatory body.
18 COMPLIANCE WITH ALL LAWS - PARTIAL INVALIDITY
Each party agrees that it will perform its obligations hereunder in accordance with all applicable laws, rules and regulations now or hereafter in effect. If any item or provision of this Agreement shall be found to be illegal or unenforceable, them notwithstanding, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken.
19 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of United States and the State of New Mexico.
20 Binding Effect & Waiver
This Agreement shall be binding upon and inure to the benefit of Client, its successors and/or assigns, and the Consultant, its employees, agents, representatives, successors and/or assigns. In the event that either party waives a breach of any provision of this Agreement by the other, that waiver will not operate to be construed as a waiver of later breaches by either party. In no event will any conduct of the other be deemed a waiver unless evidence by writing, wherein the other expressly consents to such waiver.
21 Legal Notice
All legal notices of disputes by Client under this Agreement shall be in writing and shall be deemed delivered when delivered in-person or deposited in the United States Postal Service via Certified Mail with return receipt to the following address:
KYC Capital LLC
530-B HARKLE ROAD
Santa Fe, NM 87505
Any notice that does not include a valid return address where process may be served will be void and shall have no legal effect.
22 ALL AMENDMENTS IN WRITING
No amendments to this Agreement shall be effective unless it is in writing and signed by duly authorised representative of both parties.
23 Advice of Counsel
Each party acknowledges that, in executing this agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this agreement. This agreement shall not be construed against any party by reason of the drafting or preparation hereof.
The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
25 Electronic Communications, Transactions, and Signatures
Client consents to receive electronic communications, and agrees that all agreements, notices, disclosures, and other communications Consultant provides electronically (including those returned by Client), via email and or on Consultant’s site, satisfy any legal requirement that such communication be in writing. CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY CONSULTANT OR VIA THEIR SITE. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
26 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the subject matter; all prior agreements, representations, statements, negotiations and undertakings are superseded hereby.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.
By remitting payment to Consultant, Client acknowledges that Client has read and agrees to this agreement in its entirety.