Equipment. Stack owns the Bitcoin machine and owns or has the right to utilize all software needed for the operation of the Bitcoin machine. Location agrees that Stack may install, operate, and maintain its Bitcoin machine at Location’s premises in an indoor location or locations as mutually agreed upon. Location shall provide such space for the Bitcoin machine as is necessary to enable customers to have unobstructed access to the Bitcoin machine and for maintenance and servicing.
Availability. Location agrees that the Bitcoin machine shall at all times remain available for use by location’s customers during location’s normal business hours for the term of this Agreement, as well as remain powered on at all times for system upgrades. Stack reserves the right to schedule reasonable downtime to accomplish necessary maintenance or system improvements, not to exceed ten percent (10%) of available time each calendar month. Location agrees to not place or tape papers on the machine unless approved by Stack. The Bitcoin machine can not be accidentally obstructed. For example merchandise on the machine, covering the machine, blocking the machine or making it hard to open the door of the machine on both sides.
In the event the Bitcoin ATM is obstructed, inaccessible, or otherwise rendered unavailable for customer use, Kalbas Inc. reserves the right to conduct an availability assessment. Based on the results of this assessment, Kalbas Inc. may impose a penalty of up to 100% of the location’s monthly earnings for the availability issue/incident, calculated for the duration of the obstruction or unavailability. The penalty will only be applied after Kalbas Inc. provides written notice of the issue, and if the matter remains unresolved within 24 hours of receiving such notice.
An availability assessment determines whether the Bitcoin ATM's unavailability is due to actions or issues caused by the hosting location or its employees, or if the issue originates from Kalbas Inc.'s systems or operations.
Installation/Training. Stack agrees to install the Bitcoin machine and deliver initial supplies to the location. The Bitcoin machine shall be and remain the sole property of Stack. Location shall execute and deliver upon request documentation to put third parties on notice of Stack’s interest in the Bitcoin machine. Stack shall have the right to install appropriate signage at the Premises to advertise the availability of the Bitcoin machine, such signage content and location to be approved by location prior to installation.
Maintenance/Repair. Stack will arrange for necessary servicing and repair of the Bitcoin machine. In the event of any Bitcoin machine failure, damage, or other problem requiring repair, replacement, adjustment, or maintenance, location shall notify Stack or a person designated by Stack within twenty-four (24) hours of first becoming aware of such failure or problem. Location will not permit anyone, other than an authorized representative or designee of Stack, to perform any service or repair work on the Bitcoin machine without Stack’s prior written approval. Stack or its representatives shall at any reasonable time and at all times during business hours have the right to enter into and upon the Premises for the purpose of inspecting, repairing, maintaining, or upgrading the Bitcoin machine and observing its use.
Internet & Electrical Requirements. Location shall, at its expense, provide two (2) operating electrical power outlets (110v). Location grants Stack access to use its internet in such case Stack’s 4G connection is not stable.
Location’s Earnings. Location shall receive amount listed on the Formal Relationship Agreement payable via ACH monthly. If Location changes banking services or information, Location agrees to provide an updated account and routing number.
Exclusivity. Location shall not permit the removal of the Bitcoin machine from the Premises, nor allow the placement of any other Bitcoin machines on the Premises (whether inside or out). Stack reserves the right to disconnect the power from any other Bitcoin machine on the premises.
Additional Locations. Merchant hereby grants Stack first right of refusal to place Bitcoin machines in any additional Merchant owned locations. Merchant further agrees not to offer such locations to any other third party without prior written consent from Stack.
Property Ownership or Lease Terms. Location represents and warrants that it is the owner of the Premises or that it holds a lease or option to renew the lease for the Premises of equal or greater length than the initial 3-year term of this Agreement.
Equipment Relocation. In the event that Location transfers or moves its business from the Premises, or if Location sells its business, Location shall notify Stack not less than thirty (30) days prior to any such event. At Stack’s option, this Agreement shall be deemed amended to apply to the purchaser of the business, new business owner. If a business moves locations, the agreement shall be amended to the new business address for the remaining term of this Agreement. The Bitcoin machine shall be placed in a mutually agreed upon indoor location. Once the machine is installed, it cannot be moved to a different area inside the business unless the Location pays a relocation fee.
Term. This agreement shall be for a term of 3 year/s from the date of installation unless amended or terminated by written agreement signed by both Stack and location or terminated as set forth below. Upon the expiration of the initial term, this Agreement will automatically renew for subsequent additional terms of 1 year/s each on the same terms and conditions as provided herein unless canceled by written notice at least 180 days prior to the expiration of the term. If such cancellation does occur, the location agrees that they will not install Bitcoin machine in their location for at least 6 months after Stack’s machine is taken out. If location decides to sell their business, the agreement continues with the new owner.
Termination Notice. Stack may terminate this agreement and remove the Bitcoin machine at any time. Common reasons for removal include a breach of agreement, inadequate use of the Bitcoin machine by customers or immediately in the event of damage, destruction, vandalism, and misuse. Notwithstanding, the Merchant has the right to terminate agreement in the event of a breach by Stack of a material provision of this Agreement and a 3 day written notice has been served by the Merchant to Stack. All notices hereunder shall be in writing and shall be deemed given upon personal delivery or upon deposit in the United States mail, first class postage fully prepaid, return receipt requested, addressed to Stack at their respective address as listed below. Any party may change its address for notice in accordance with the terms of this paragraph.
1500 SW 30th Ave Unit 11-12 Boynton Beach FL 33426
Early Termination Notice. If location decides to terminate agreement before the agreed upon term or Location intentionally obstructs or unplugs the Bitcoin machine for an extended period of time not related to repairs so that it can’t be seen or used, fees upwards of $7,500 shall apply. Fees include; A cancellation fee for armored service, a sales commission fee, a removal fee, a penalty for profit lost due to the early cancellation of the agreement and any attorney fees that Stack might incur due to this matter.
Right to match. In the event this Agreement is terminated by Customer, Customer grants upon such termination to Stack, a right to match any bona fide third party offer in connection with a competing Bitcoin machine in the premises. If Stack is able to match such third party offer, Customer shall use Stack as their Bitcoin machine provider. Such right shall last for the period of time that otherwise would have been the remaining portion of the Term in effect at the time of termination if no termination had occurred, and thereafter for as long as Stack matches such third party offers.
Attorney Fees. If the court action is deemed in Stack's favor, Stack is entitled to recover legal fees from the other party, in addition to costs, such sums as the court may adjudge reasonable for legal fees at trial and in any appellate or bankruptcy proceeding.
Hold Harmless. Location is held harmless and has no exposure or liability regarding transactions and any business on the Bitcoin machine.
Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, LOCATION UNDERSTANDS AND AGREES THAT OWNER MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE BITCOIN machine, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. OWNER SHALL IN NO EVENT BE RESPONSIBLE FOR ANY LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL SPECIAL OR INDIRECT DAMAGES THAT LOCATION MAY INCUR. OWNER’S SOLE LIABILITY TO LOCATION HEREUNDER, EXCEPT AS OTHERWISE PROVIDED, SHALL BE TO REMEDY ANY BREACH OF THIS AGREEMENT IN A TIMELY MANNER. Neither party will be liable for failure to perform its obligations under this Agreement if such failure is due to acts or events beyond such party’s reasonable control.
Not Assignable. Location shall not assign or dispose of any of its rights or obligations under this agreement without prior written consent of Stack. This agreement shall be binding upon location successors, representatives, heirs, executors, assigns or transferees. If any portion of this agreement is held invalid, Location agrees that the remainder of the agreement shall remain in full legal force and effect.
Waiver. A waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of that party’s rights to otherwise demand strict compliance with this Agreement and any and all provisions hereof.
Entire Agreement. This Agreement, including any schedule or exhibit attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof. There are no other promises, representations, terms, conditions or obligations other than those contained herein. This agreement supersedes all prior communications, representations or agreements, oral or written, between the parties and shall not be modified except in writing signed by both parties.
Controlling Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the state of Florida.
