Bleskomat s.r.o., company incorporated and existing under the laws of the Czech Republic, having its registered office at Korunní 2569/108, Vinohrady, 101 00 Prague 10, Czech Republic, Company Registration No.: 09763821 (hereinafter referred to as the “Company”) and the purchaser of the Bleskomat ATM (hereinafter referred to as the “Customer”).
(The Company and the Customer shall be hereinafter referred to individually as the “Party” and jointly as the “Parties”) enter under conditions and pursuant to the Section 1746 (2) of the Czech act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the “Civil Code”), into this agreement (hereinafter referred to as the “Agreement”).
(A) The Company is the developer of a bitcoin ATM named Bleskomat, which is a machine that:
(i) accepts one pre-configured type of currency in cash;
(ii) must be paired with the Platform or the Customer’s own compatible service account or server; and
(iii) includes a pre-installed firmware software that facilitates the operation of the physical machine; (hereinafter referred to as the “Product”).
(B) The Company is the developer of a server software that:
(i) the user of the Product communicates with in order to facilitate a bitcoin payment on behalf of the Product;
(ii) processes the conversion of accepted currency into the equivalent amount of bitcoin;
(iii) transfers the equivalent amount of bitcoin from the Customer’s supported Lightning Network node or service to the supported Lightning Network wallet of the user; (hereinafter referred to as the “Platform”).
(C) The Product and Platform are jointly together hereinafter referred to as the “Solution”.
(D) The Company has intention to sell the Product and gather valuable feedback from customers using the Solution. This feedback shall be used to improve the overall quality of the Solution.
(E) The Customer has intention to purchase the Product and give the Company valuable feedback on using the Solution.
The Parties have now agreed as follows.
1. SUBJECT AND PURPOSE OF THE AGREEMENT
1.1. Subject of the Agreement. The Subject of this Agreement is the obligation of the Company to transfer the Product to the Customer and provide the Customer with necessary support relating to the Solution and further the obligation of the Customer to pay to the Company for the Product the agreed upon purchase price and voluntarily provide to the Company feedback regarding the usage of the Solution.
1.2. Purpose of the Agreement. The purpose of this Agreement is the regulation of mutual rights and obligations of the Parties established within the fulfillment of the subject of this Agreement.
2. PURCHASE AND DELIVERY OF PRODUCT
2.1. Transfer of the Product. The Company is hereby obliged to deliver to the Customer the Product within 15 working days from the date of receiving the payment in full and the Customer is obliged to accept the Product.
2.2. Transfer of ownership. Ownership to the Product shall be transferred from the Company to the Customer at the very moment of delivery (handover) of the Product to the Customer.
3.1. Platform access. The Company is hereby obliged to provide to the Customer access to the Platform via the Customer’s own account on the Platform.
3.2. Platform Subscription. The Company grants to the Customer period of 1 free year access to the Platform. The free period shall commence at the date of provision of the access to the Platform to the Customer within the meaning of Article 3.1 of this Agreement (hereinafter referred to as the “Free Period”). Before expiration, the Customer can choose to extend their use of the Platform by paying for a yearly subscription. The Company provides an open-source and free software alternative which the Customer may, at its own risk and cost, use instead of the Platform.
4. OBLIGATIONS OF THE COMPANY
4.1. Remote (offsite) support.The Company shall provide the Customer necessary offsite support which shall cover setting up, running, adjusting and basic troubleshooting of the Product. The Company shall use its reasonable efforts to provide such support as soon as possible. Any support shall be carried out in English only.
4.2. Physical (onsite) support. The Company shall provide the Customer physical (onsite) support regarding any necessary (or requested) physical adjustments or fixes of the Product, either:
(i) onsite (at the location of the Product) subject to the Company’s prior consent; or
(ii) via postal or other courier (delivery) service, subject to the Company’s prior consent that shall not be unreasonably withheld. The Company shall specify the mailing address within this consent. Any support shall be carried out in English only.
4.3. Costs of the support. All costs related to the support set in Articles 5.1 and 5.2 of this Agreement shall bear:
(i) the Company as for:
a) the support being crucial to set up, restore or maintain a basic functionality of the Product, which has been, beyond any reasonable doubt, caused solely by the flaw or failure of the Product itself (not by any improper use, inappropriate placement, mishandling etc.) within the Warranty period set in Article 6.1 of this Agreement;
b) the support being necessary for initial set up of the Product.
(ii) the Customer: in any other case, such as, but not limited to, any requested adjustments of the Product, repair of any defect caused by improper use, inappropriate placement, mishandling etc. of the Product or any support provided out of the Warranty period set in Article 6.1 of this Agreement.
4.4. Product support. The Company shall use its best efforts to ensure that the Platform supports the Product to the extent necessary for maintaining the basic functionality for a period of at least 2 years from the day of delivery of the Product to the Customer.
4.5. Updates. The Company shall use the Feedback within the meaning of Article 5.1 of this Agreement, to improve the Solution and, if deemed appropriate by the Company, to apply such improvements to the Product generally as well as to the Product purchased by the Customer, free of any additional charge.
4.6. Firmware source. The firmware software which runs on the Product is licensed under the GPLv3. The Customer can request a copy of the firmware source code along with compilation and installation instructions. The Customer must send their written request via email to firstname.lastname@example.org and the Company will respond to the request within a reasonable amount of time.
5. OBLIGATIONS AND RIGHTS OF THE CUSTOMER
5.1. Voluntary feedback. The Customer is expected but not obliged to provide the Company regular feedback on using the Solution, including, but not limited to, feedback regarding the overall quality, design, firmware, user journey while using the Solution, such as:
(i) discovered bugs or imperfections;
(ii) ideas to improve functionality of any part of the Solution;
(iii) stability or reliability of the Solution;
(iv) safety concerns;
(v) intuitiveness of the user experience using the Solution; (hereinafter referred to as the “Feedback”).
5.2. Responsibility. The Customer is solely responsible as regards operating the Product, including but not limited to, compliance with applicable regulations and legislation.
5.3. Intellectual property rights. The Customer shall not copy, transfer, or misuse the Product or any part of it in any way that would infringe or endanger any of thinkable Company’s intellectual property rights towards the Solution, in the meaning of the widest applicable extent permitted by law.
6. PRODUCT WARRANTY
6.1. Warranty period. The Product is provided “as-is”. The Company disclaims all warranties except those granting the basic functionality of the Product within the 1 year period from the day of delivery of the Product to the Customer, unless the Civil Code constitutes longer period (hereinafter referred to as the “Warranty period”).
7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
7.1. General representations and warranties of the Company. The Company hereby represents and confirms that:
(i) the Company has been duly incorporated and exists in accordance with the laws of the Czech Republic;
(ii) there is no insolvency proceeding, liquidation proceeding neither winding-up proceeding held toward the Company. The Company has not initiated any of such proceeding neither is obliged to do so;
(iii) conclusion of this Agreement has been duly approved by the bodies of the Company and represents valid obligation of the Company pursuant to legal enactments. The obligations of the Company established on the basis of this Agreement are toward the Company enforceable in accordance with the conditions of this Agreement;
(iv) the Company is not a VAT payer; and
(v) the Company hereby acknowledges that the Customer relies within the conclusion of this Agreement on the correctness, verity and completeness of the above mentioned representations and warranties.
7.2. General representations and warranties of the Customer. The Customer hereby represents and confirms that:
(i) has received sufficient knowledge regarding the functionality of the Solution and taking into consideration this acquired knowledge has decided to enter into this Agreement and purchase the Product and use the Solution;
(ii) shall not hold the Company liable for any damages or claim any indemnification that might be caused to the Customer by or in connection with any improper or careless use of the Solution;
(iii) any improvements or adjustments of the Solution arising from or in connection with the Feedback provided by the Customer shall remain or become solely Company’s asset, free of any Customer’s rights towards the Solution, including, but not limited to, free of any Customer’s intellectual property rights. The Customer shall not claim any remuneration from the Company regarding provision of such Feedback nor claim or execute any other rights that might have arisen in connection with a provided Feedback; and
(iv) the Customer hereby acknowledges that the Company relies within the conclusion of this Agreement on the correctness, verity and completeness of the above mentioned representations and warranties.
7.3. Representations and warranties of the Company concerning the Solution. The Company hereby represents and confirms that:
(i) The Product is in an early-release phase and should be expected to secure only a basic functionality and reasonable level of reliability of the Solution;
(ii) The Solution is still under development and therefore might contain minor bugs or imperfections that should however not affect the overall long-term basic functionality of the Solution;
(iii) The Company does not provide any guarantee regarding the safety of the accepted currency (cash) by the Product and shall not be held responsible in any way for any lost or theft of such currency (cash); and
(iv) The Company does not provide any guarantee regarding any current or future regulation that might negatively affect any usage of the Solution, including but not limited to, any regulation concerning the legality of the cryptocurrency, anti‑money laundering regulation etc.
8. FINAL PROVISIONS
8.1. Effectiveness. This Agreement shall come into force and effect on the day on which all Parties express their will to conclude this Agreement.
8.2. Changes of the Agreement. This Agreement can be changed only through amendments concluded in a same form as this Agreement (or in a higher form) and agreed by both Parties.
8.3. Entire agreement. This Agreement sets forth the entire understanding of the Parties as to its subject matter and replaces all agreements made by the Parties before the conclusion of this Agreement. No expression of the Parties’ will made within the negotiations of this Agreement, nor any expression of the Parties’ will made after conclusion of this Agreement, shall be interpreted and/or obligatory accepted in contradiction with the explicit provisions of this Agreement. The Parties hereby agree that the usage of interpreting the expression of their will within the meaning of the Section 556 par 2 of the Civil Code is excluded.
8.4. Civil Code. The Parties hereby agree that within the meaning of the Section 558 par 2 of the Civil Code the usage of trade custom is excluded, and the Section 1765 of the Civil Code shall not apply to this Agreement as both Parties assume the risk of a change in circumstances.
8.5. Awareness of Parties. Within the negotiations of this Agreement the Parties informed each other about all factual and legal circumstances they knew or must have known about on the date of conclusion of this Agreement and which are relevant in relation to a valid conclusion of this Agreement.
8.6. Severability. Should any provision of the Agreement be or become invalid, unenforceable or ineffective, such provision shall not in any manner affect or impair the validity, enforceability or effectiveness of any other provision hereof. The Parties undertake that within five (5) business days from receipt of a notice given by the other Party to this effect, they shall either replace any invalid, unenforceable or ineffective provision with a new one, which shall be valid, effective and enforceable and shall have the same or similar business and/or legal effect or, as the case may be, they shall enter into a new agreement.
8.7. Counterparts. This Agreement has been executed in two (2) counterparts of which each shall be deemed to be an original. Each of the Parties shall obtain one (1) counterpart hereof, unless other form of conclusion of the Agreement (i.e. electronic form) has been agreed by both Parties.
9.8. Language. This Agreement has been executed in the English language and the English language version shall prevail over any translation of the Agreement, disregarding any purpose for which such translation may have been produced.
8.9. Dispute Resolution. The Parties hereby agree that the Agreement as well as all legal relationships directly or indirectly relating to this Agreement shall be governed by the law of the Czech Republic. Any dispute between the Parties arising out of or relating to this Agreement shall be resolved, preferably, by amicable settlement. Should no amicable settlement be reached within a reasonable period of time, any such dispute shall be resolved in civil proceedings before a competent court of the Czech Republic.
All Parties hereby represent and warrant that they have not made any verbal arrangement(s), entered into any agreement(s) or contract(s) nor have they been a party to any proceeding(s) which would or could have a negative impact on the performance of any rights and obligations arising for the Party from the Agreement. By concluding this Agreement, the Parties confirm that any and all representations, warranties and documents that have been made or given hereunder are true, valid and enforceable under law.
The Parties hereby represent that they understand and agree with the content of this Agreement and undertake to perform the Agreement. They also hereby confirm that they have entered into the Agreement as a free act and deed, in earnest, not under duress and, in particular, not under financial duress.