Redeemable for Junk Silver Dime(s)
Serviced with Fractional Bitcoin Mining
Terms and Conditions
Purchase of Silver Agreement & Service Agreement for Fractional Bitcoin Mining
- Allocated Junk Silver Dimes
- Fractionalized Bitcoin Mining
- Custody Services
- Fees and Expenses
- Scope of Responsibility
- Governing Law and Jurisdiction
This Agreement is for the Purchase of a junk silver dime dated between the 1892 - 1964 that according to U.S. Mint Specifications has a denomination of $0.10, and has a metal composition that is 90% Silver, and 10% Copper with a total weight of 2.5 grams.
This is also the Service Agreement for the fractionalized mining of Bitcoin that is accompanied with the initial purchase of the CNI CORPORATION TOKEN (CNI).
We have agreed to buy, sell, and maintain for you a minimum of one junk silver dime (as defined below), and to provide fractionalized mining services of Bitcoin to you in connection with your junk silver dime purchase. This Agreement sets out the terms and conditions under which we will provide those services to you, and the arrangements which will apply in connection with those services.
IT IS AGREED AS FOLLOWS:
1.1 Definitions in this agreement: "Allocated Junk Silver” or “Allocated CNI tokens” means, the junk silver dime allocation for, which you and all other CNI token holders purchased, of an amount equal to or greater than one junk silver dime per one (1) CNI token.
“Administrative Fees” means an amount of (30%) in fees that go to a variety of expenses that include: facility electricity, vault fees, legal fees, consulting fees, salaries, insurances, leases, security, any relevant taxes, and all other corporate miscellaneous fees not mentioned here according to IRS topic number 508, and IRS publication 529.
"Availability Date" means the Business Day on which you wish to sell, or begin delivery of your junk silver dimes.
“Bitcoin” means a cryptocurrency and worldwide payment system.
“Bitcoin Mining Farm” means mining rigs working daily, throughout the year to mine Bitcoin. The Bitcoin Farm has its own physical location with green energy devices to help lower energy costs, staff to monitor progress, upkeep, and security, and will have payouts every 30-days after the initial grace period (as defined below).
“Bitcoin Mining Farm Electricity” means the electricity associated directly with the Bitcoin Mining Farm facility operations.
"Business Day" means, a day (excluding Saturdays, Sundays, and public holidays) on which Businesses generally are open for business.
“Bitcoin wallet address” means, a Bitcoin wallet where Bitcoins are stored.
“Broker Fees” means, charges that are associated with the cost of buying and or selling of your junk silver dimes. These reasonable broker fees will be listed in our 180-day report and will be listed if, and when a CNI token holder sells their tokens.
“CNI Token(s)” means a crypto-graphical receipt for one (1) junk silver dime purchased in the form of an ERC-20 Token, which has been entered on the Open Public Ledger (CNI Corporation Ethereum Blockchain). The CNI token(s) also includes a service that mines Bitcoin through a Bitcoin mining farm.
“CNI Corporation Ethereum Blockchain” means, an open public ledger that cannot be destroyed, changed, erased, removed, or reversed.
“Initial CNI Token Value” means, the one-time price of the CNI token, which will be used for the allocation of junk silver dimes based on the price of spot silver, spot copper, plus broker fees. The remaining portion of the monies collected (70%) will be used for the creation of the Bitcoin mining farm, associated expenses, and (30%) for administrative fees.
“CNI Token Value” means, the value when converted to fiat currency, or the intrinsic value of silver and copper within the junk silver dime, based on the open market value not controlled or regulated by us.
“Copper Spot Price” means the value of the raw commodity in a one-pound measurement of copper-based upon the daily price in US dollars.
“Dispute” means, for the purpose of any disagreement between the Purchaser / CNI token Holder, and us, which we have been unable to resolve amicably within a period of (30) Business Days after we have received from you, or as the case may be you have received from us, written notification of the disagreement.
“Fractionalized Bitcoin Service” means, Bitcoins that are mined by the Bitcoin mining farm that is divided among the token holders every 30-days, besides that of the initial grace period.
“Grace Period” means, after the initial token offering is closed for the CNI Corporation CNI token, there will be a 180-day grace period provided for the creation of the Bitcoin mining farm.
“Green Energy Devices” means, energy saving devices that could be solar, wind-power, and other alternative energy devices that help lower the cost of energy that the Bitcoin mining farm will consume mining Bitcoin.
"Junk Silver Dimes" means a U.S. dime that predates 1964 and can be one of the following Dimes: Roosevelt Dime (1946-1964), Mercury Dime (1916-1945), or Barber Dime (1892-1916). According to U.S. Mint Specifications, these Dimes have a denomination of $0.10 and has a metal composition that is 90% Silver, and 10% Copper with a total weight of 2.5 grams.
“Off Our Books” means the junk silver dimes you, and other token holders have purchased will not be listed as an asset for the CNI Corporation. We are the custodians of your junk silver dimes, and will not borrow against, lend out, or write paper against the allocated junk silver dimes.
"Rules" means, the rules, regulations, practices, and customs of the CNI Corporation applicable to the activities outlined by this agreement, or the activities of a Sub-Custodian.
“Silver Spot Price” means, Silver price on the London Bullion Market Association (LBMA) for 100 oz. bars, plus costs.
"Sub-Custodian" means, a sub-custodian, agent or depository (including an entity within our corporate group) appointed by us to perform any of our duties under this agreement, including, but not limited the safekeeping of junk silver dimes.
"Token(s) Balance" means, the junk silver dime that is allocated for each CNI token(s) maintained and tracked on the blockchain for you, the specific silver held for you by us (by junk silver dimes), and recorded on the blockchain.
“Token Holder(s) and/or Bearer” means, the person, company, corporation and/or any persons that have the private key to access and control a CNI token(s).
“Transaction Fees” means, fees generated from transactions.
“Website” means, (https://cnitoken.com)
“Withdrawal Date” means, the business date you decide to sell or redeem your junk silver dimes. If you decide that you would like to redeem your junk silver dime holdings, transaction fees and delivery fees will be charged to that holder. Depending on how many tokens you sell, that same portion of fractionalized Bitcoin mining will cease, and be no longer available to that holder.
“You and/or Your(s)” means, Purchaser and/or CNI token Holders.
1.2 Headings: The headings in this Agreement do not affect its interpretation.
1.3 Singular and plural: References to the singular include the plural and vice versa.
2. ALLOCATED JUNK SILVER DIMES
2.1 Allocated Junk Silver Dimes: Allocation of junk silver dimes will be based on the current silver spot price, copper spot price, plus broker fees, which will be in the 180-day report. The remaining portion of the monies collected (70%) will be used for the creation of the Bitcoin mining farm, associated expenses, and (30%) for administrative fees.
2.2 180-day Report: We will provide a private letter, or private email to CNI token holders 180-days after the close of the initial offering of CNI tokens. Reports will contain the following details:
-Current CNI tokens in Circulation
-The total amount raised from the CNI token offering, and how the initial CNI token value allocated portion for the Bitcoin mining farm was used.
-Bitcoin mining farm operations with a specific number of mining rigs working in production at Bitcoin farming facility. We will also include a profitability calculator based on the hashing power, power consumption, cost per KWh, monthly pool fees, and a projected range of Bitcoins that will be mined by the distribution date, less the energy cost for the Bitcoin mining farm and administrative fees.
2.3 Yearly Report: A yearly report will be made available similar to that of the 180-day report, but with yearly data.
3. FRACTIONALIZED BITCOIN MINING SERVICE
Part of your initial CNI token value will be used to create a Bitcoin mining farm. This Bitcoin mining farm will act as a service to CNI token holders, for as long as they hold their CNI tokens.
Every 30-days there will be a distribution of mined Bitcoin among the total amount of CNI tokens with their respectful holders, with the exception of the 180-day grace period that is needed to set up the Bitcoin mining farm.
Out of the total Bitcoins mined each month, the first portion will be deducted for the Bitcoin mining farm electricity costs. Out of the total left over, 30 percent will be taken out for monthly administrative fees, and 70 percent will be held for CNI token holder’s 30-day payout starting after the initial grace period.
The following also holds true of the fractionalized Bitcoin mining service:
1) In the case where a CNI token holder decides to sell a portion or all of their CNI token holdings, then that same amount of the serviced fractionalized Bitcoin mining share will cease. When this happens that amount will be divided among all other CNI token holders.
2) In order to collect the 30-day distribution amount, a CNI token holder must hold the entire duration of 30-days. Payout to each CNI token holder of our fractionalized Bitcoin mining service will occur within three days of the 30th day to the Bitcoin wallet address you provide us with.
3) If a CNI token holder decides they want to sell within a time frame different from payout mentioned above (section b) then, they will not be able to claim their serviced portion of fractionalized mined Bitcoin.
4.1 One-Time Offering: There will be a one-time offering for CNI tokens in which there will be a total of 10,000,000 tokens available for purchase, withholding 1,000,000 CNI tokens for the CNI Corporation officers, directors, employees, affiliates, affiliate marketers, and agents. If the CNI Corporation does not reach the minimum of 8900 ETH of our 45000 ETH goal, we will refund each purchaser of their purchase minus a small fee for gas. If any tokens remain unsold after the one-time offering, the remaining CNI tokens will be burned.
The initial CNI token value will be higher than the CNI token value after the offering. The initial value for each CNI token you purchase you will receive one junk silver dime in our custody, and a fractionalized Bitcoin mining share as a service payable every 30-days, after the initial grace period. This fractionalized Bitcoin mining share service will only be available if you hold your CNI token(s).
After the initial CNI token offering, the price of the CNI token will be pegged to the melt value of the junk silver dimes that CNI holders hold. The CNI tokens also have value in fractionalized Bitcoin mining through our Bitcoin mining farming service as long as a CNI token holder holds their tokens.
CNI token holders need to provide a Bitcoin wallet address in order for the CNI Corporation to pay out fractionalized Bitcoin during the 30-day payout periods after the initial grace period. This Bitcoin address needs to be given to the CNI Corporation before the initial grace period is up.
Note: Investing in junk silver dimes and/or CNI tokens, is at your expense and risk. CNI tokens are your receipt for the junk silver dimes you purchased and will always have the value of a junk silver dime as defined in the definition above.
4.2 Procedure: You will only be able to purchase CNI tokens on the crowdsale address provided on the CNI Corporation website (https://cnitoken.com) for .005 ETH per CNI token starting on 6/1/2018 to 8/1/2018. You will need to have MetaMask or QR code to participate in the crowdsale. There is a minimum purchase of 100 tokens.
The crypto address that you use in the crowdsale will be the address we use for the Bitcoin monthly service unless you notify us via email. Please note that we need to have the address you would like to receive the Bitcoin monthly service before the grace period is up.
If you would like to receive the 180-day and yearly report from heading 2.2 and 2.3, please fill out the form on the purchase page. This will be only available to CNI token purchasers.
Please note, all purchases are final, and the only way a refund can be issued if 8900 ETH minimum is not met during the crowdsale.
You may at any time withdrawal/redeem your junk silver dimes with your CNI tokens after the grace period. There are no requirements for you to withdrawal junk silver dimes if you are the bearer; however, keep in mind that once you make a withdrawal/redemption, that same amount of CNI tokens held for the fractionalized Bitcoin service will cease, and cannot be reacquired as they will be burned.
Your share in the CNI tokens for fractionalized mined Bitcoin you have withdrawn or redeemed will be distributed among the remaining CNI token holders during the next 30-day distribution date.
The withdrawal/redemption form will be available on the website (https://cnitoken.com) after the grace period has ended.
Please also note:
(a) The withdrawal/redemption form on our website must be completed:
(b) You will relinquish to us your CNI tokens by transfer to a specified crypto wallet.
(c) The collection of such junk silver dimes from the vaults will be at your expense and risk; unless you make prior arrangements with us.
(d) A withdrawal may be made on any Business Day.
5.2 Right to refuse CNI token or amend procedure: We may refuse CNI tokens, and amend the procedure in relation to the withdrawal of junk silver dimes, or impose such additional procedures in relation to the debit of junk silver dimes as we may consider appropriate. Any such amendment or additional procedures will be promptly distributed to you by posting on our website, and will (unless otherwise specified) take effect immediately upon posting of notification.
5.3 Notice requirements: Any notice relating to a withdrawal of junk silver dimes must:
If it relates to a withdrawal of the physical junk silver dimes, then the request must be received by us no later than 10 AM MST (and if received later will be processed on the next Business Day) and specify the details of the account to which the junk silver dimes are to be transferred/shipped;
5.4 Unless specifically agreed that (a) below applies to a withdrawal, you must collect, or arrange for the collection of, junk silver dimes being withdrawn from us or our Sub-Custodian at your expense and risk. We will advise you of the location from which the junk silver dimes may be collected no later than five (5) Business Days after CNI Token(s) are transferred.
Where we have agreed with you that this sub-clause (d) applies, we shall arrange delivery of the junk silver dimes to you, and shall arrange such delivery, including transportation, in accordance with our usual practices. Where specific requests are made by you regarding the method of delivery, we may (but shall have no obligation to) make reasonable efforts to comply with such requests. We shall in no circumstances have any obligation to effect any requested delivery, if in our reasonable opinion;
(i) such delivery would cause us or any of our agents to be in breach of the Rules or any applicable law, court order or regulation, or
(ii) the costs incurred by us or our agents in making such delivery would be excessive, and we have not had satisfactory confirmation that you will reimburse us for such costs, or be deducted from the junk silver dimes released or:
(iii) delivery is not reasonably practicable for any reason, (iv) we may at our discretion deduct all cost that will be incurred by us for delivery of your junk silver dimes by reducing the amount of junk silver dimes shipped to you.
5.5 Right to amend procedure: We may amend the procedure for the withdrawal of junk silver dimes, or impose such additional procedures as we may consider appropriate. Any such amendment or additional procedures will be promptly distributed to you by posting on our website, and will (unless otherwise specified) take effect immediately upon posting of notification.
5.6 Value of Token when You Withdrawal: The value of any CNI token is determined by the Open-Market silver spot price and copper spot price based upon the junk silver dimes definition mentioned above, minus broker fees, and be paid in the fiat currency you convert it to.
5.7 Delivery of junk silver dimes: Terms and conditions relating to the delivery of junk silver dimes;
You will be responsible for all cost incurred (shipping, handling, insurance, taxes, customs and all others that may not be realized until after transfer.)
5.8 Undetermined Junk Silver Dimes: junk silver dimes comprising your Allocated CNI tokens are NOT segregated by any determined pre-1964 junk silver dimes, and you will not be able to choose which junk silver dimes back your CNI tokens.
Note: Junk silver dimes in our vault are not segregated from another CNI token holder’s junk silver dimes. Junk silver dimes are instead allocated to the CNI tokens in circulation, and not specific junk silver dimes for each token.
5.9 Transfers: CNI Tokens were intended to be held and sold when you like. Transfers are not intended to take place as this is intended as a one-time product offering with the fractionalized Bitcoin mining service. However, the CNI Corporation will make an exception for a transfer be it a legal name change of a holder, or in an inheritance heir succession, providing the proper legal documentation.
6.1 Instructions: All withdrawals of junk silver dimes shall be made upon receipt of, and in accordance with, instructions given (or appearing to be given) by you to us. Such instructions may be given by secured website form, by such other electronic means (if any) or if for any reason, these means are not operational, such other means as we may agree. Unless otherwise agreed, any such instruction or communication shall be effective if given by written means. We may assume that any electronic instructions have been validly given on your behalf. We reserve the right to obtain further validation of any instructions.
6.2 Amendments: Once given instructions, continue in full force and effect until they are canceled, or amended, in writing and confirmed in writing by us. Any such instructions shall be valid only after actual receipt by us.
6.3 Unclear or ambiguous instructions: If in our opinion, any instructions are unclear or ambiguous, we will use reasonable endeavors (taking into account any relevant time constraints) to obtain clarification of those instructions but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe in good faith such instructions to be or refuse to take any action, or execute such instructions until any ambiguity or conflict has been resolved to our satisfaction.
6.4 Refusal to execute: We reserve the right to refuse to execute instructions if, in our opinion, they are, or may be, or require action, which is or may be, contrary to these rules, or any applicable law. We shall in no circumstances have an obligation to act upon any instruction, which in our opinion would result in a negative balance of any CNI token(s).
6.5 Any and all instructions will be given in the website withdrawal form.
7.1 Disclosure to others: Subject to Clause 6.2, each party shall respect the confidentiality of information acquired under this Agreement, and neither will, without the consent of the other, disclose to any other person any information acquired under this Agreement.
7.2 Permitted disclosures: Each party accepts that from time to time the other party may be required by law or the rules, or a court order or similar process, or requested by a government department or agency, fiscal body or regulatory authority to disclose information acquired under this Agreement. In addition, the disclosure of such information may be required by a party's auditors, by its legal or other advisors or by a company which is in the same group of companies as a party (e.g. a subsidiary or holding company of a party), and in any such case, the disclosing party will notify the person(s) to whom the disclosure is made that the information disclosed is confidential should not be disclosed to any third party. Each party irrevocably authorizes the other to make such disclosures without further reference to such party.
8. CUSTODY SERVICES
8.1 Appointment: You hereby appoint us to act as custodian of the junk silver dimes comprising all the CNI token(s) in accordance with this Agreement, rules, which apply to us or any Sub-Custodian.
8.2 Segregation of junk silver dimes: We will NOT segregate the junk silver dimes comprising the CNI tokens from any junk silver dimes, which we hold for other CNI token(s) Holders, and each Sub-Custodian will NOT segregate the junk silver dimes comprising the CNI token(s) from any junk silver dimes, which it holds for CNI token(s) Holders.
8.3 Ownership of junk silver dimes: We will identify on https://cnitoken.com the allocated junk silver dimes comprising the CNI tokens belong to CNI token holders.
8.4 Location of junk silver dimes: The junk silver dimes comprising of the All CNI token Holder(s) will be held by us at the nominated Class 3 Rated Vault, or at the Class 3 Rated Vaults of a Sub-Custodian. All vaults are privately owned, and not associated with any bank. Vault locations include Salt Lake City, Toronto, Hong Kong, and Singapore.
8.5 Time Period: We agree to hold your silver indefinitely, or as the rules of this agreement allow.
9.1 Sub-Custodians: We may appoint Sub-Custodians to perform any of our duties under this agreement, including the custody and safekeeping of junk silver dimes comprising all junk silver dimes of the CNI Holder(s). We will use reasonable care in the appointment of any Sub-Custodian.
9.2 Notice: For security reasons, we will not provide CNI Token Holder(s) with the name and address of any Sub-Custodian of allocated junk silver dimes comprising the CNI token, or with any other information, which may be concerning the appointment of the Sub Custodian.
9.3 Liability: We shall not be liable for any loss suffered by CNI token(s) Holders as a result of any act or omission, or insolvency of any Sub-Custodian, except to the extent directly resulting from our fraud, negligence, or bad faith in the appointment of that Sub-Custodian.
10.1 In addition to (and without limitation of) the representations and warranties given by you, you represent and warrant to us, on the basis that each of these representations and warranties needs to be repeated each time a CNI token is given for the withdrawal of junk silver dimes, that:
(a) you are the beneficial owner of the CNI token held.
(b) if you are holding a CNI token on behalf of a third party, you have full power and authority from your client to enter into and implement this Agreement in respect of such CNI token, and we are entitled to deal only with you as if you were the ultimate beneficial owner; and
(c) neither the signing, delivery or performance of this Agreement, nor any instruction given hereunder, will contravene, constitute a default under, or cause to be exceeded, any of the following, namely:
(i) any rules, or any other law or agreement by which you or any relevant client for whom you hold the CNI token(s) are bound or affected; or
(ii) rights of any third parties in relation to you or the CNI token Holder(s) held hereunder.
11. FEES AND EXPENSES
11.1 Expenses: After the initial CNI token value is collected, there will be an ongoing collection of Bitcoins per the fractionalized Bitcoin mining service referenced earlier in heading number three. Out of the total amount of Bitcoins mined each month, the first portion will be deducted for the Bitcoin mining farm electricity costs. Out of the total left over Bitcoins, 30 percent will be taken out for monthly administrative fees, and 70 percent will be held for CNI token holder’s 30-day payout period starting after the initial grace period.
If the CNI token holders withdraws junk silver dimes, they shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any allocated CNI tokens maintained by us pursuant to this Agreement or any deposits or withdrawals related thereto.
When there is a payout for the fractionalized Bitcoin mining service CNI token holders shall be liable for all taxes, assessments, duties, and other government charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any allocated CNI tokens maintained by us pursuant to this Agreement or any deposits or withdrawals related thereto.
Allocated CNI token Holder(s) shall indemnify us for the amount of any Tax that we are required under applicable laws (whether by assessment or otherwise) to pay in respect of each CNI token Holder(s) or fractionalized Bitcoin mining service payouts, or any purchases of junk silver dimes, or withdrawals related thereto (including any payment of Tax required by reason of an earlier failure to withhold). In the event that we are required under applicable law to pay any Tax on allocated CNI token Holder(s) behalf, we are hereby authorized, without prior notice to you, to debit this amount from your junk silver dime holdings, or fractionalized Bitcoin mining service.
11.2 Transaction Fees: These fees relate to broker fees in accordance with your junk silver dimes that back your CNI Tokens. In terms of withdrawing and delivery of junk silver dimes, please refer to heading 5.7.
11.3 Debit balances: CNI token holder(s) are not entitled to withdraw more junk silver dimes then they hold private keys. We shall not carry out any instruction from CNI token Holder(s) where to do so would in our opinion cause any CNI token(s) to have a negative balance.
11.4 Calculation; CNI token prices will be based upon the junk silver dimes weight and value when converted to fiat currency, or the intrinsic value of silver and copper within the junk silver dime, based on the open market value not controlled or regulated by us. There will be a link (coinflation.com) that shows the current melt price of the junk silver dime listed on our website.
12. SCOPE OF RESPONSIBILITY
12.1 Exclusion of liability: We will use reasonable care in the performance of our duties under this Agreement and will only be responsible for any loss or damage suffered by CNI token holders as a direct result of any negligence, fraud or willful default on our part in the performance of our duties (including as set out in Clause 9.3), and in which case our liability will not exceed the value originally stated from the 180-day report upon the amount spent on the Bitcoin mining farm, and the aggregate market value of the junk silver coins balance of that CNI token holders at the time of such negligence, fraud or willful default (calculating the value using the next available prices for CNI tokens as posted on our website following the occurrence of such negligence, fraud or willful default). We shall not, in any event, be liable for any consequential loss, or loss of profit or goodwill, whether or not resulting from any negligence, fraud or willful default on our part.
12.2 No duty or obligation: We are under no duty or obligation to make or take, or require any Sub-Custodian to make or take, any special arrangements or precautions beyond those required by these Rules.
12.3 Insurance: Unless otherwise agreed: junk silver dime inventory will be fully insured and independently audited up to $50 million USD. General liability insurance will also be set up for Bitcoin mining farm facility, and equipment to protect from theft, fire, or loss.
12.4 Delays: We shall not be liable to you for any delay in performance, or for the non-performance, of any of our obligations under this Agreement by reason of any cause beyond our reasonable control. This includes any breakdown, malfunction or failure of, or in connection with, any communication, computer, transmission, clearing or settlement facilities, industrial action, acts and regulations of any governmental or supranational bodies or authorities, or the rules of any relevant regulatory or self-regulatory organization.
12.5 Indemnity: You shall indemnify and keep us indemnified (on and after-tax basis) against all costs and expenses, damages, liabilities and losses which we may suffer or incur, directly or indirectly in connection with this Agreement except to the extent that such sums are due directly to our negligence, willful default or fraud.
12.6 Lien and power of sale: We shall exercise such lien and power of sale rights (if any) in respect of the junk silver dimes held for allocated CNI token holders. Without prejudice to any lien or power of sale rights which we may have pursuant to this clause, or which any Sub-Custodian may have pursuant to the terms on which it holds junk silver dimes for us, we shall not pledge, or create any security interest over, any junk silver dimes held for CNI token holders.
12.7 Our interests and affiliates’ interests: We have the right, without notifying CNI token holders, to take any other action permitted by the terms of this Agreement even where:
(a) we, directly or indirectly, have an interest in the consequences of such instruction or action;
(b) we have a relationship with another party, which does, or may create a conflict with our duty to CNI token holders, including (without prejudice) circumstances where we or any of our associates may
(i) act as financial adviser, banker, or otherwise provide services to allocated CNI token holders counterparty;
(ii) act in the same arrangement as agent for more than one client; or
(iii) earn profits from any of the activities listed herein.
We or any of our divisions, branches or affiliates may be in possession of information tending to show that the action required by CNI token holder’s instructions may not be in your best interests, but shall not have any duty to disclose any such information.
13.1 Method: for CNI token holders is to:
- a) Sell your allocated CNI tokens for other assets, of value.
- b) Withdraw your junk silver dimes as stated in heading 5.
- c) We may terminate this Agreement by
(i) Giving not less than 30 business day notice posted on our website (https://cnitoken.com), or
(ii) Immediately by giving notice on our website (https://cnitoken.com), in the event of the presentation of a winding-up order, bankruptcy. Any such notice given will specify:
(iii) The date on which the termination will take effect (the "Termination Date");
(iv) All other necessary arrangements for the delivery of the allocated CNI tokens and their Holders junk silver dimes.
13.2 Existing rights: Termination shall not affect rights and obligations then outstanding under this Agreement, which shall continue to be governed by this Agreement until all obligations have been fully performed.
14.1 Form: A notice posted on our website (https://cnitoken.com), or other communications under or in connection with this Agreement may be given in writing (or unless otherwise agreed, orally). References to writing include an electronic transmission in a form permitted by Clause 13.2.
14.2 Method of transmission: Any notice or other communication shall be delivered personally or sent by first class post, pre-paid recorded delivery (or airmail if overseas), authenticated electronic transmission (including fax and email) or such other electronic transmission, to the party due to receive the notice or communication, at its address, number or destination set out in this Agreement or another address, number or destination specified by that party by written notice to the other.
14.3 Deemed receipt of notice: A notice posted by us on our website (https://cnitoken.com), or other communications under or in connection with this Agreement will be deemed received after 30 days.
14.4 Recording of calls: We may record telephone conversations without the use of a warning tone. Such recordings will be our sole property and accepted by CNI token holders as evidence of the orders or instructions given.
15.1 No advice: Our duties and obligations under this Agreement do not include providing you with investment advice. In asking us anything about allocated CNI token(s), you do so in reliance upon your own judgment, and we shall not owe to you any duty to exercise any judgment on your behalf as to the merits or suitability of any deposits into, or withdrawals from, an allocated account.
15.2 Rights and remedies: Our rights under this Agreement are in addition to, and independent of, any other rights, which we may have at any time in relation to the junk silver dimes inventory, and any lien or other rights we may have to set-off, combine or consolidate any of this inventory.
15.3 Business Day: If an obligation of a party would otherwise be due to be performed on a day which is not a Business Day in respect of the relevant allocated CNI tokens, such obligation shall be due to be performed on the next succeeding Business Day in respect of that allocated CNI tokens.
15.4 Assignment: This agreement is for the benefit of and binding upon us both and our respective successors and assigns in relation to your CNI tokens delivered to us for withdrawal of junk silver dimes, but will NOT change any right or obligation under this Agreement, unless we otherwise agree in writing.
15.5 Amendments: Will be added to this agreement when needed. Once added they will be enforceable without further notice.
15.6 Partial Invalidity: If any of the clauses (or part of a clause) of this Agreement becomes invalid, or unenforceable in any way under the Rules, the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired.
15.7 Liability: Nothing in this Agreement shall exclude, or limit any liability, which cannot lawfully be excluded or limited (e.g. liability for personal injury or death caused by negligence).
15.8 Entire Agreement: This document represents the entire agreement, and supersedes any previous agreements between us relating to the subject matter of this Agreement.
15.9 Joint and several liability: All CNI token Holder(s), your responsibilities under this Agreement apply to each of you individually as well as jointly.
16. GOVERNING LAW AND JURISDICTION
16.1 Governing law: This agreement is governed by, and will be construed in accordance with, Wyoming, United States law.
The courts of the state of Wyoming in the United States of America are to have exclusive jurisdiction to settle any disputes or claims (each a "Dispute") which may arise out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to Proceedings in such courts, whether on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.
16.3 Arbitration: Notwithstanding any other provision of this Agreement, the parties to this Agreement agree that one party ("Party A") may elect that the Dispute be resolved by arbitration and not litigation by notice in writing to the other party ("Party B") sent at least 14 days in advance of the proposed date for appointment of arbitrators. If Party A receives written objection to referral of the Dispute to arbitration from Party B within 14 days of the date of Party A's notice, the Dispute shall be referred to the courts of the state of Wyoming in the U.S. pursuant to Clause 15.2; Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Where a Dispute is referred to arbitration pursuant to this provision:
(a)The parties to this Agreement agree that:
(i) The number of arbitrators shall be three, consisting of one arbitrator appointed by each of the parties and other by those 2 arbitrators, who shall act as chairman, of the other two (2) arbitrators;
(ii) The place of the arbitration shall be the state of Wyoming in the United States of America unless otherwise agreed.
(iii) The language to be used in the arbitration proceedings shall be English, and
(iv) The decision and award of the arbitration shall be final.
(b) If any Dispute raises issues, which are substantially the same as or connected with issues raised in a Dispute which has already been referred to arbitration (an "Existing Dispute"), or arises out of substantially the same facts as are the subject of an Existing Dispute (in either case a "Related Dispute"), the arbitrators appointed or to be appointed in respect of any such Existing Dispute shall also be appointed as the Arbitrators in respect of any Related Dispute.
(c) The arbitrators, upon the request of one of the parties to a Dispute or a party to this Agreement which itself wishes to be joined in any reference to arbitration proceedings in relation to a Dispute, may join any party to any reference to arbitration proceedings in relation to that Dispute and may make a single, final award determining all Disputes between them. Each of the parties to this Agreement hereby consents to be joined to any reference to arbitration proceedings in relation to any dispute at the request of a party to that Dispute.
(d) Where pursuant to the above provisions, the same arbitrators have been appointed in relation to two or more disputes; the arbitrators may, with the agreement of all the parties concerned or upon the application of one of the parties, being a party to each of the Disputes, order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the arbitrators think fit. The arbitrators shall have power to make such directions and any provisional, interim or partial awards as they consider just and desirable.
(f) The parties hereby agree to waive any right of appeal to any court of law or other judicial authority insofar as such waiver may be validly made.
16.4 Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgment, enforcement or otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.
16.5 Indemnity: Token Holder agrees to defend indemnify, and hold harmless the CNI Corporation, and its, officers, directors, employees, affiliates, agents, successors and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, cost, attorney fees, or expenses of whatever kind.
16.6 Third Party Rights: A person who is not a party (CNI token Holder(s)) to this Agreement has no right to enforce any term of this Agreement.
16.7 Service of process: Is in the form of posting to our website https://cnitoken.com or by sending email.