RECEIVING GREENCOIN PAYMENTS REQUIRES YOU ACCEPTANCE TO THIS AGREEMENT.

WHEREAS, the Foundation is a non-profit organization that administers the GreenCoin Program;

WHEREAS, Producer operates one or more renewable energy systems that generate renewable energy; and

WHEREAS, Producer wishes to participate in the GreenCoin Program on the terms set forth herein.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows.

1.       Definitions

Foundation” is the GreenCoin Foundation, a not-for-profit Corporation registered in the State of Delaware.

GreenCoin Payments” are transfers of GreenCoins from the Foundation to Producer as set forth in Section 3.

“GreenCoin Program” is the program administered by the Foundation, pursuant to which reductions in carbon emissions through the production of Renewable Energy are incentivized through the award of GreenCoins to participants.

GreenCoins” are peer-to-peer, cryptographically secure digital assets, represented on a public ledger that is generated by a decentralized, distributed network of miners using the GreenCoin protocol.  Miners add new blocks containing verified GreenCoin transactions to the GreenCoin blockchain by expending computing power to perform proofs of work, and are rewarded for each block in GreenCoin, in an amount determined by the protocol, and any transaction fees included by users in the transactions that are included within a block.

“Renewable Energy” means renewable energy sources such as wind, solar, biomass and geothermal, that produce fewer carbon emissions than the average amount of emissions for the substantially similar production, and taken as an aggregate average all global sources combined, and as calculated and determined by the Foundation.

“RE System” means the Renewable Energy system(s) operated by Producer, and certified by the Foundation in accordance with the terms of this Agreement and the GreenCoin Program.

“Term” is defined in Section 7.1

2.       GreenCoin Program Participation

In order to participate in the GreenCoin Program and be eligible for GreenCoin Payments, Producer must fulfill the following conditions:

2.1   Information.  Producer will provide to Foundation the following, or otherwise under oath of affirmation attest to their existence and accuracy:

(i)      If Producer is an individual, a clear color-copy of Producer’s valid and current government-issued picture ID;

(ii)    If Producer is a corporation, a copy of Producer’s valid and current certificate of incorporation;

(iii)  A copy of Producer’s most recent utility bill.  The name and address on the utility bill must match the other information provided to the Foundation; and

(iv)  Any other information that the Foundation may reasonably request.

(v) A relevant and accurate description of the renewable production system as requested by the Foundation.

2.2   Certification.  Producer will allow the Foundation to physically inspect its RE System, and will provide any information reasonably deemed necessary for the Foundation to certify Producer’s RE System.  The Foundation will in its sole discretion certify the RE System if the Foundation determines that the RE System is eligible to participate in the GreenCoin Program.  Alternatively, Producer may certify to Foundation, in form and substance satisfactory to Foundation in its sole discretion, that Producer’s RE System is eligible to participate in the GreenCoin Program. 

2.3   Meter.  Producer will install, or will allow the Foundation or its designated representative to install, a meter to measure the Renewable Energy output of Producer’s certified RE System.  Such meter must be capable of automatically measuring and transmitting production activity from the RE System to the Foundation’s information systems (the “Meter Reading”).  The Foundation shall have the right to approve any meter and its mode of installation, or to set off the cost of purchasing a meter and costs of installing such meter from any GreenCoin Payments or other amounts owed by the Foundation to Producer.

2.4   Audit.  Upon request by the Foundation, Producer will promptly provide all information reasonably deemed necessary by the Foundation to assess Producer’s compliance with the conditions of the GreenCoin Program and this Agreement, and/or provide the Foundation or its representative with physical access to the RE System and meter sites sufficient for Foundation to make such assessment.

3.       GreenCoin Program Payments

3.1   Payment Calculations.  The Foundation will award GreenCoins to Producer based on a daily calculation (“Award”) involving (a) the amount of carbon sequestered by Producer’s RE System on that day, relative to the amount of carbon sequestered by other participants in the GreenCoin Program, and (b) half the total number of GreenCoins mined on such day.  The formulae, assumptions, and values (other than the Meter Reading and the number of GreenCoins available for distribution) used in such calculation will be set by the Foundation in its sole discretion, however, the number of GreenCoins a Producer receives will always be proportionate to its Meter Readings and the number of GreenCoins mined during the calculation period. 

3.2   Payment Terms.  In order to receive GreenCoins, Producer must download or otherwise obtain a GreenCoin wallet and provide its GreenCoin public address (“Address”) to the Foundation.   The Foundation will transmit Awards to Producer’s Address, net of GreenCoin miner and network fees, on a daily basis. 

3.3   Exclusivity.  At any time during the Term, the Foundation may send a notice to Producer requiring that Producer accept GreenCoin as its sole source of compensation with respect to any carbon sequestered by the RE System (the “Exclusivity Notice”).  Effective immediately upon receipt of the Exclusivity Notice, Producer may not receive or accept any form of payment, consideration, reward or other value with respect to any carbon sequestered by the RE System, other than GreenCoins.  For example, Producer may not (i) participate in any cap-and-trade schemes, (ii) issue, sell, or trade any carbon credits, carbon offsets, or emissions allowances, or (iii) engage in any other activity having a similar economic effect.  Following issuance of the Exclusivity Notice, the Foundation may from time to time require Producer to certify its compliance with this provision, in form and substance satisfactory to the Foundation.  Any breach of this provision shall be a material breach of this Agreement, and no cure period shall apply notwithstanding anything to the contrary in this Agreement.

3.4   Clawback.  For each violation of the exclusivity requirement above, Producer will either:

(i)      Return all GreenCoin Awards provided to Producer under this Agreement to the Foundation at a GreenCoin network address specified by the Foundation; or

(ii)    Pay the Foundation the fair market value of all GreenCoin Awards provided to Producer at the time the Foundation sends notice of such violation to Producer.

4.       Representations and Warranties

Producer represents and warrants to the Foundation, as of the Effective Date and during the Term, that:

4.1   Producer is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct activities under this Agreement;

4.2   The signing, delivery and performance of this Agreement by Producer has been properly authorized; and

4.3   No claims, actions or proceedings are pending or, to the knowledge of Producer, threatened against or affecting Producer that may, if adversely determined, reasonably be expected to have a material adverse effect on Producer’s ability to perform its obligations under this Agreement.

4.4   the execution, delivery, or performance of this Agreement will not:

(i)      violate any existing law, regulation, order, determination, or award of any governmental authority or arbitrator, applicable to Producer;

(ii)    violate or cause a breach of the terms of Producer’s governing documents or of any material agreement that binds Producer; or

(iii)  require approval or filing with any governmental authority.

4.5   all information provided by Producer to the Foundation, including any Meter Readings, is true, correct and complete in all material respects.

5.       Warning; Disclaimer

5.1   Warning.  Producer understands and agrees that cryptocurrencies, including GreenCoin have inherent security risks including the ability to be lost, stolen, improperly traded, or otherwise misappropriated, for which Producer assumes all liability and risk.  Producer assumes all responsibility for maintaining the accuracy of its Address with the Foundation.  PRODUCERUNDERSTANDS AND AGREES THAT GREENCOIN IS NOT BACKED BY ANY ASSETS OR GOVERNMENT ORGANIZATION, AND ASSUMES ALL RISKS AND LIABILITIES FOR THE USE AND OWNERSHIP RELATED TO THE CRYPTOCURRENCY.  PRODUCER FURTHER UNDERSTANDS THAT GREENCOIN MAY EXHIBIT INHERENTLY EXTREME PRICE FLUCTUATIONS, AND THAT THERE MAY BE, FROM TIME TO TIME, NO MARKET TO TRADE OR TO OTHERWISE BUY OR SELL, GREENCOIN.  FOUNDATION WILL IN NO WAY BE RESPONSIBLE FOR ANY FINANCIAL GAIN, LOSS OR OTHER OUTCOME RESULTING FROM THE HOLDING, DISTRIBUTION, USE, PURCHASE, SALE, OR ANY OTHER ACTIVITY OR USE OF GREENCOIN BY PRODUCER.

5.2   Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, GREENCOIN AND THE GreenCoin PROGRAM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO GREENCOIN AND THE GREENCOIN PROGRAM, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN..  Producer uses GreenCoin and participates in the GreenCoin Program at its own risk.

6.       Confidentiality

6.1   The Parties acknowledge that each Party may be given access to certain confidential, proprietary, or secret information and materials, including, but not limited to, financial information, customer lists, information pertaining to either Party's customers, and other information regarding that Party's business, organization, operations, and plans (collectively, "Confidential Information") under this Agreement.  Confidential Information will also include information which, due to the circumstances surrounding its disclosure or due to its character or nature, reasonably should be treated as confidential.  All Confidential Information will be the sole and exclusive property of the Party providing such information, and the receiving Party will not have any ownership interest in such information or engage in any derivative uses of such information.  Each Party agrees that during the term of this Agreement the receiving Party shall (i) use at least the same degree of care to prevent unauthorized use and disclosure of such Confidential Information as that Party uses with respect to its own confidential information (but in no event less than a reasonable degree of care); (ii) use such Confidential Information only in performance of its obligations under this Agreement; (iii) not disclose or grant access to such Confidential Information to any third party, without the express prior written consent of the disclosing Party.

Notwithstanding the foregoing, Foundation may retain and use any Confidential Information of Producer relating to the GreenCoin Program, including Meter Readings, for analytics, promotion, or any other purpose reasonably related to the GreenCoin Program.

6.2   This section 6 will not apply to any information (i) previously known to the receiving Party free of any obligation to keep it confidential, (ii) which becomes generally available to the public through no wrongful act; (iii) that is rightfully received from a third party under no obligation of confidence to such third party; (iv) that is independently developed by the receiving Party without reference to Confidential Information which has been disclosed pursuant to this Agreement; or (v) that is required to be disclosed in order to comply with applicable laws, regulations, administrative or civil process, or governmental or court orders; provided, however, that in a circumstance in which disclosure is compelled by applicable laws, regulations, administrative or civil process, or governmental or court orders, the Party that is subject to such compelled disclosure shall limit the disclosure to only that information that must be disclosed to comply with the order and shall give the other Party notice of such compelled disclosure within 3 business days of receiving such notice so that the other Party may seek to protect such information.

7.       Term and Termination

7.1   Term.  The term of this Agreement (the "Term") commences on the Effective Date and continues thereafter [in perpetuity], unless and until sooner terminated as provided in Section 7.2.

7.2   Termination

(i)      For Convenience.  Either Party, in its sole discretion, may terminate this Agreement at any time, without cause, by providing at least TEN [10] days' prior written notice to the other Party. 

(ii)    For Cause. This Agreement shall terminate before the expiration date of the Term upon written notice of termination, if the other Party materially breaches any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching Party within ten [10] days after the breaching Party's receipt of written notice of breach.  Such notice of breach must have been provided by the non-breaching within ten [10] days of the non-breaching Party learning of the breach in order for the non-breaching Party to exercise their right of termination for cause hereunder.

(iii)  Automatic.  This Agreement shall terminate automatically if either Party (1) becomes insolvent, (2) is generally unable to pay, or fails to pay, its debts as they become due, (3) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency Law, (4) makes or seeks to make a general assignment for the benefit of its creditors, or (5) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property or business.

7.3   Effect of Termination.

(i)      No Release.  The expiration or termination of this Agreement, for any reason, shall not release either Party from any obligation or liability to the other Party, including any payment and delivery obligation, that:

(1)    has already accrued hereunder;

(2)    comes into effect due to the expiration or termination of the Term of this Agreement; or

(3)    otherwise survives the expiration or termination of the Term of this Agreement.

(ii)    Subject to Section 7.3(i), the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or termination of this Agreement.

(iii)  Return of Materials and Property.  Following the expiration or termination of this Agreement, Producer shall promptly:

(1)    return to the Foundation all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the Foundation’s Confidential Information;

(2)    permanently erase all of the Foundation’s Confidential Information from its computer systems;

(3)    return to the Foundation all tangible property, including meters and installation equipment in its possession or control, belonging to the Foundation; and

(4)    upon the Foundation’s request, certify in writing to the Foundation that it has complied with the requirements of this Section 7.3(iii).

8.       Indemnification; Limitation on Liability.

8.1   Indemnification.  Producershall indemnify, hold harmless, and defend the Foundation and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, that are incurred by Indemnified Party (collectively, "Losses"), from any third-party claim arising out of this Agreement.

8.2   Limitation of Liability

(i)      No Consequential or Indirect Damages.  IN NO EVENT SHALL THE FOUNDATION OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO PRODUCER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, DATA, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PRODUCER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii)    Maximum Liability.  IN NO EVENT SHALL THE FOUNDATION’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE PRODUCER PURSUANT TO THIS AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $[●], WHICHEVER IS LESS.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE PRODUCER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

9.       Miscellaneous

9.1   Notices.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the following addresses (or to such other address that may be designated by the receiving party from time to time in accordance with this section).

All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or e-mail of a PDF document (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid).  Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

9.2   Severability.  If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

9.3   Entire Agreement.  This Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

9.4   Amendment; Waiver.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.  No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.  No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.  No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

9.5   Cumulative Remedies.  The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

9.6   Equitable Remedies.  The Parties agree that irreparable damage would occur if any provision of this Agreement is not performed in accordance with the terms hereof and that the Parties shall be entitled to seek equitable relief, including injunctive relief or specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

9.7   Assignment.  Neither Party may assign any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may transfer or assign this Agreement in whole (but not in part) without such consent (i) to any affiliate of such Party or (ii) in connection with a sale of all or substantially all of such party’s assets or business.  Any purported assignment in violation of this Section shall be null and void.  No assignment shall relieve the assigning Party of any of its obligations hereunder.

9.8   Successors and Assigns.   This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and permitted assigns.

9.9   No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

9.10                       Governing Law.  All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of [Washington] without giving effect to any choice or conflict of law provision or rule (whether of the State of [Washington] or any other jurisdiction).

9.11  Waiver of Jury Trial.  Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.  Each Party to this Agreement certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.

9.12  Jurisdiction; Arbitration

(i)      The Foundation and Producer each agree that the sole and exclusive forum and remedy for any and all disputes and claims arising out of or relating in any manner to this Agreement will be final and binding arbitration, except that neither party will be required to arbitrate any disputes or claims that allege that the other party infringed upon or violated or threatened to infringe upon or violate any patent, copyright, trademark, trade name, trade secret or other intellectual property rights.

(ii)    The Parties will attempt informal resolution prior to any demand for arbitration and that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of JAMS.  The state or federal courts in the state of Washington, King County, have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration.  Service of process, summons, notice or other document by certified mail to such Party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.  The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction.  Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.

(iii)  To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER PARTICIPANT IN THE GREENCOIN PROGRAM, AND NO CLASS ACTION, CLASS ARBITRATION OR SIMILAR PROCEEDINGS OF ANY KIND WILL BE PERMITTED.

9.13  Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.  A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

9.14  Force Majeure.  No Party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities (each, a “Force Majeure Event”).  The party suffering a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.

9.15  Relationship of the Parties.  Nothing herein shall be construed to create a joint venture or partnership between the Parties hereto or an employee/employer relationship.  Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

9.16  Survival.  Sections 3.3, 3.4, 4, 5, 6, 7.3, 8, 9.3, 9.5, 9.6, 9.9, 9.10, 9.11, 9.12, and 9.15 shall survive the termination or expiration of this Agreement.