Verification Document


CONTRACT FOR SERVICES

 

This Contract for Services (the “Contract” or “Agreement”) is made on the date shown on the signature page (the “Effective Date”), between ASSURE DEFI, LLC (“COMPANY”) and the client outlined on the signature page (“CLIENT”). Electronic execution and transmittal shall be permitted. The terms herein are expressly incorporated into the Quote for Services (the “Quote”) provided by COMPANY to client.

    1. COMPANY is an Ohio limited liability company involved in the private verification of clients in the cryptocurrency and blockchain industry through a robust KYC process and in the publication of publicly viewable compliance content including an on-chain NFT. COMPANY is also involved in WEB3 Marketing and Advisory Services (collectively the “Services”).

     

    1. The scope of Services is set forth on the Quote and is incorporated into this Agreement as if fully rewritten herein. Any changes to the Quote shall be set forth in a writing signed by both Parties. COMPANY agrees to devote adequate time and effort in performance of the Services described in the Quote and this Agreement consistent with industry standards.

     

    1. CLIENT hereby retains COMPANY to complete the Services described in this Agreement and on the Quote. CLIENT warrants that the person executing this Agreement is over the age of 18 and has the right and power to contract for the Services of COMPANY set forth on the Quote. CLIENT further agrees to comply with all reasonable requests for information made by the COMPANY while performing the Services. Failure to do so will entitle COMPANY to cease performing Services without the requirement to refund any monies to CLIENT.

     

    1. In contracting for the Services, CLIENT agrees to be bound by the terms and conditions of this Agreement and the Quote. CLIENT further agrees and by executing this Agreement, expressly consents to (and acknowledges that it has read) additionally be bound by the COMPANY’S Terms and Conditions of Services (the “Terms and Conditions”) which can be found at https://assuredefi.com/get-kyc-verified/. The Terms and Conditions are incorporated as if fully rewritten herein. Said Terms and Conditions may be amended from time to time in the sole discretion of COMPANY. In the event the Terms and Conditions are revised, an updated version of the same will be posted to COMPANY’S website, indicating the date of effectiveness. The version of the Terms and Conditions in effect at the time CLIENT executes this Agreement shall remain in effect for the duration of the Services under this Agreement. In the event of any inconsistency, conflict, or ambiguity among this Agreement, the Quote, and the Terms and Conditions, the documents shall govern in the following order: a) this Agreement, b) the Quote, c) the Terms and Conditions.

     

    1. CLIENT acknowledges and agrees that COMPANY shall have complete authority and sole discretion to determine the manner in which the Services are rendered and completed. Such authority and discretion shall include the ability to hire and retain subcontractors to perform the Services. Following completion of the Verification Services, CLIENT further acknowledges and agrees that COMPANY shall be permitted publicly display on its website and/or social media accounts (or other similar media) whether the Services described in the Quote and performed by COMPANY were “Verified” or “Not Verified.” In doing so, CLIENT hereby grants to COMPANY, and warrants that it has the ability to grant to COMPANY, an irrevocable, perpetual, non-exclusive, worldwide, transferable, sub-licensable, royalty-free right and license to use any trademarks, service marks, and trade names (collectively the “Marks”) of CLIENT. CLIENT accordingly warrants that the Marks do not: 1) infringe or misappropriate any trademark, copyright, patent, trade secret, or any other proprietary rights of a third party; 2) violate any criminal laws; or 3) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation. CLIENT acknowledges and agrees that a designation and publication of “Not Verified” shall not give rise to any cause of action against COMPANY and CLIENT accordingly waives any and all claims relating to the same.

     

    1. If no member of the project team is willing or able to complete the verification process in full who has control of either project funds/treasury, liquidity or contract code, the verification will be deemed “Not Verified”.

     

    1. If, in the course of performing the Services, COMPANY uncovers any efforts on the part of CLIENT to engage in fraud or reasonably believes the conduct constitutes a crime under any state or federal law or statute, COMPANY shall be permitted to disclose the same to appropriate law enforcement personnel.

     

    1. The costs of the Services are set forth on the Quote. CLIENT acknowledges and agrees that upon execution of this Agreement, that the cost for COMPANY’s Services are reasonable, and to pay for them in advance and in accordance with the directions set forth on the Quote. CLIENT further acknowledges and agrees that COMPANY will not begin performing Services until CLIENT has made payment of the price set forth on the Quote. The costs for Services described herein are non-refundable. In the event CLIENT elects not to proceed with the Services following execution of this Agreement, CLIENT agrees to forfeit, as liquidated damages, the total cost set forth on the Scope to COMPANY. CLIENT agrees that said liquidated damages is reasonable and necessary, and not a penalty, and is necessary in order to protect COMPANY as COMPANY has invested considerable time and effort preparing to perform the Services and will be unable to find a suitable replacement. In the event any payment is returned for insufficient funds, CLIENT agrees to pay a penalty in the amount of TEN (10) PERCENT of the cost for Services set forth on the Quote and to reimburse COMPANY all finance charges incurred.

     

    1. COMPANY DOES NOT MAKE OR PROVIDE ANY EXPRESS WARRANTIES OR ANY IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT OR ANY OTHER PARTY WITH RESPECT TO THE SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY AGAINST INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

     

    1. CLIENT agrees to indemnify and hold COMPANY harmless from any and all liability, losses, claims and injury to person or tangible or intangible property, including death (collectively the "Claims"), arising out of or in any way related to (or alleged to arise out or relate to) the Services performed by COMPANY or a 3rd Party Supplier to the COMPANY, including those described in Paragraphs 5 and 6, under the terms of this Agreement. Notwithstanding the foregoing, IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY, DAMAGE TO REPUTATION, OR OTHERWISE. IN NO EVENT WILL COMPANY’S LIABILITY IN THE AGGREGATE FOR ANY DAMAGES FOR ANY MATTER ARISING UNDER OR RELATED TO THIS AGREEMENT EVER EXCEED THE COSTS PAID BY CLIENT TO COMPANY AS SET FORTH ON THE QUOTE.  CLIENT ACKNOWLEDGES THAT THE EXCLUSIONS OF DAMAGES AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE ESSENTIAL PARTS OF THIS AGREEMENT AND THAT COMPANY WOULD NOT BE ABLE TO OFFER ITS SERVICES FOR THE PRICES OFFERED IN THE ABSENCE OF SUCH PROVISIONS. THEY SHALL APPLY EVEN IF ANY OTHER REMEDIES PROVIDED IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

     

    1. This Agreement, together with the Quote, the Verification Conditions, and the Terms and Conditions, supersedes any and all agreements, both oral and written, between the parties with respect to the rendering of Services by COMPANY for CLIENT and collectively, they contains all of the covenants and agreements between the parties with respect to the rendering of these Services in any manner whatsoever. Each party acknowledges that no representations, inducements, promises, or agreement, written or oral, have been made by either party, or anyone acting on behalf of either party that are not embodied in this Agreement. Any modification of this Agreement will be effective only if it is in a writing signed by the party to be charged. This Agreement, the Quote, the Verification Conditions, and the Terms and Conditions shall at all times be governed by the laws of the State of Ohio without regard to conflict of law principles. Any disputes concerning this Agreement shall be submitted to arbitration in Cincinnati, Ohio, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect and CLIENT expressly consents and agrees to jurisdiction and venue described herein. The decision of the arbitrator(s) and any award pursuant thereto shall be final, binding and conclusive evidence on the Parties and shall be non-appealable. Final judgment on such a decision and any award may be entered by any court of competent jurisdiction. The arbitrator(s) may award the costs of the arbitration proceeding including, without limitation, reasonable attorneys' fees, arbitrators' fees and out-of-pocket expenses incurred in connection with the arbitration hearing and all prehearing proceedings between the parties in such manner as the arbitrator(s) may determine to be reasonable and equitable in light of the outcome of the arbitration proceeding.

     

    1. The CLIENT agrees to pay Assure DeFi in full for any services rendered under a deferred payment structure within 3 business days of a successful fundraising event. A successful fundraising event shall be defined as any event in which outside funding is received from any source (including seed, private, public sale, venture capital investment, or other sources), and in which the amount raised is at least equal to the total amount owed to Assure DeFi. The fundraising event is considered to be complete when funds are distributed to the CLIENT.

     

    WHEREFORE, CLIENT acknowledges that it has had an opportunity to read the terms of this Agreement and agrees to be bound as described herein as of the Effective Date

 

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Total Value: ETH ♦ 0.00000
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Signed by ASSURE DEFI LLC
Signed On: 03/27/2024


Signature Certificate
Document name: Verification Document
lock iconUnique Document ID: ff42ac0ee2e439a7aa92af5f910e463170b1b828
Timestamp Audit
03/20/2024 2:04 pm EDTVerification Document Uploaded by ASSURE DEFI LLC - [email protected] IP 124.253.206.78