Client Agreement


Last updated: March 14th, 2021



SOLIDITY FINANCE LLC


CONSULTING SERVICES AGREEMENT

This Consulting Agreement (the “Agreement”) takes effect on the date of mutual agreement,

BETWEEN:             the undersigned individual or entity (the "Client"),

AND:                       SOLIDITY FINANCE LLC (the "Consultant"), a company organised and existing under the laws of Wyoming.

RECITALS:
WHEREAS Company wishes to have their smart contracts reviewed for security issues, and;
WHEREAS Company wishes to hire Consultant to review these smart contracts.
NOW THEREFORE, the parties hereto hereby agree as follows:

1        CONSULTING SERVICES DEFINED

The term "Consulting Services" when used in this Agreement means the performance of professional services that include but are not limited to system analysis, security analysis, programme development, economic review, documentation writing and general business consulting. 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.

2        SCOPE, SERVICEs, and DELIVERABLES

Consultant shall deliver to Client a report containing the findings from the analysis. The analysis and report will cover the issues discussed in other reports previously produced; available for review at https://solidity.finance/audits/. Client acknowledges they have reviewed sample reports and agrees that Consultant will produce a similarly-styled report covering at least the standard vulnerabilities and issues checked; repeated below here for clarify. Consultant will provide a time estimate to complete the work under this agreement; but Client acknowledges that the time estimate shall not be binding. Consultant shall be available to answer questions from Client and address issues for a total of 7 days after the delivery of the report. Consultant reserves the right to publish any reports, findings, or any other information that may fall under this agreement unless explicitly agreed to otherwise.

Potential issues to be investigated (including, but not limited to):

Arbitrary Storage Write, Arbitrary Jump, Delegate Call to Untrusted Contract, Dependence on Predictable Variables, Deprecated Opcodes, Ether Thief, Exceptions, External Calls, External Service Providers, Flash Loan Attacks, Integer Over/Underflow, Level of Owner Control, Multiple Sends, Oracles, Reentrancy Issues, Suicide, State Change External Calls, Unchecked Retval, User Supplied Assertion, Critical Solidity Compiler Bugs, and Overall Contract Safety.

3        CLIENT'S RESPONSIBILITIES

Client shall furnish information requested by Consultant that is necessary for Consultant to fulfil its responsibilities under this Agreement. Unnecessary or unreasonable delays attributable directly to Client which result in additional costs to Consultant are subject to negotiation for additional compensation to Consultant. Client will also be responsible for final proofreading; and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

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 and Software developed under this Agreement as well as confidentiality, use indemnification, assignment, reproduction, warranty, ownership, return or destruction shall survive the delivery of the software 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

6.1       Client represents and warrants that: (1) all information submitted will be true, accurate, current, and complete; (2) Client will maintain the accuracy of such information and promptly update such registration information as necessary; (3) the undersigned has the legal capacity to agree to comply with these Terms of Use on behalf of Client; (4) Client is not a minor in the jurisdiction in which they reside; (5) Client does not engage in any illegal activity; (7) this agreement will not violate any applicable law or regulation applicable to Client; and (8) the source code provided for review does not infringe upon any patent, copyright, trademark, trade secret, or other proprietary right of any person or entity.

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 (excluding source code provided by Client) 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 and Company safety rules 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.

8        RIGHT TO CONTRACT FOR SIMILAR WORK

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.

9        TITLE RIGHTS, OWNERSHIP, RIGHT TO USE

9.1       This agreemnt shall not be construed to give Consultant any property right in the pre-existing source code which Client shall provide to fulfil the requirements of this Agreement.

9.2       Consultant may use all software provided to it pursuant to this Agreement for any purpose whatsoever, without restriction.

9.3       Excluding source code, 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 us or licensed to us, 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.

9.4       Nothing in this Agreement creates a partnership or joint venture between the parties.

10     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.

11     PAYMENTS

In consideration of the work to be performed hereunder and the products to be delivered, Client shall pay Consultant as follows:

11.1    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.

11.2    Payment is required to be sent in USDT or ETH to a specified ETH address at a negotiated price prior to the start of any work. Other payment methods may be negotiated.

11.3    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.

12     NON-ASSIGNMENT OF CONTRACT

This Agreement may not be assigned by Consultant or Company.

13     PATENT COPYRIGHT OR TRADE SECRET INDEMNITY

Client will defend at its expense, any action brought against Client or Consultant that is based on a claim that the systems consulted upon infringes a patent or copyright or trade secret or other proprietary right of a third party and will pay the loss, damages, and reasonable attorney fees finally awarded against Consultant in any such actions which are attributable to any such claim, but such defence and payments are conditioned on the Client having sole control of the defence of any such action on such a claim and all negotiations for its settlement or infringement of a patent or copyright. Consultant shall have no obligation to defend Client or to pay costs, damages, or attorney's fees for any claim relating to this agreement or the work products & deliverables thereof.

14     INDEMNIFICATION

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.

15     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 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.

16     Dispute Resolution

Informal Negotiation

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.

Binding Arbitration

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

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in United States in Sheridan County, WY (USA), and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

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.

Restrictions

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.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (b) any claim for injunctive relief. 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.

17     FORCE MAJEURE

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.

18     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 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. ‍

19     Anti-money-laundering & Kyc requirements

Client explicitly agrees they have reviewed and will comply with Consultant’s AML policy, available at https://solidity.finance/legal/aml/ and incorporates that document herein. Client will notify Consultant if there is an issue with accessing this document.

Client agrees to provide KYC information (as outlined in the AML policy) for payments with a value of over $10,000 USD at the time of transaction; or $5,000 USD if the source of the funds is an untraceable source, such as Tornado.cash. KYC information, if required, will be stored for a minimum of 5 years.

20     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.

21     GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of United States and the State of Wyoming.

22     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.

23     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:

Solidity Finance LLC
30 N Gould St
Ste R
Sheridan, WY 82801
USA

Any notice that does not include a valid return address where process may be served will be void and shall have no legal effect.

24     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.

25     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.

26     Headings

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.

27     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.

28     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 SOLIDITY FINANCE LLC (Consultant), Client acknowledges that Client has read and agrees to this agreement in its entirety.