CONSTITUTION OF THE LODE AND AGX COMMUNITIES
RESTORING SILVER TO THE MONETARY SYSTEM
We, the members of the LODE and AGX Communities, in order to encourage interest in silver as a monetary legacy and to re-establish its role as a monetary utility, have come together to ordain and establish this Constitution for the governance of our Community.
The name of our Community Association is LODE AND AGX COLLECTIVE COMMUNITY ASSOCIATION
The purpose of our Community is to restore silver to a global monetary system; putting silver to work as modern money.
The general body of our LODE Community is comprised of members with an interest in silver utility and bailment. A person may become a member of the Association by engaging in the Lode Token bailment program to support AGX utility and its membership. All members have equal standing and authority and one vote for each Representative position.
The governance of the Community shall be conducted by a legislature composed of not less than three Representatives who shall meet no less than annually to enact policies and by-laws. The initial Representatives shall be appointed by the Community enabling service providers. Unless called by a majority of the Representatives, thereafter elections shall be held the later of every fifth year or by petition of not less than 5% of members. A quorum for elections shall be 5% of members. Representatives, or acting through the service providers, shall determine policies governing the Lode and AGX programs, bailment, procedures for elections, committees, Constitution and by-law interpretation and all other matters as the Representatives of the members. In their sittings, each Representative shall have one vote. Representatives may appoint Representatives to replace retiring or dismissed Representatives. Representatives may be impeached for fraud, conflict or other major defaults determined by a majority of the Representatives. The Representatives may elect a President, Treasurer, and Secretary.
This Constitution may be amended by vote of 2/3rds of members at a duly called members meeting.
ACCEPTANCE OF TERMS
In this Agreement, “you” or “your” means the Member entering into this Agreement. Unless otherwise stated, “Interfix,” “we” or “our” will refer collectively to the LODE and/or AGX Communities, Interfix Corporation and its subsidiaries and affiliates. If you do not agree to be bound by the terms and conditions of this Agreement, you must not use or access any of LODE Community Services. Any use of the Services means you consent to this Agreement. No partnership, joint venture, securities arrangement or issue, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
FULL LODE SYSTEM MIGRATION
1. TRADEMARK NOTICE
“The Future of Money”, “LODE”, “AGX”, “LODE Token”, “Modern Money for a Global Community”, “LODE Coin” and “AGX Coin” are trademarks and/or service marks of INTERFIX Corporation (“INTERFIX”) or its affiliates. Unless otherwise noted on this website (the “Site”), all other trademarks, service marks, and logos used in this Site are the trademarks, service marks and/or logos of their respective owners.
2. LICENSE GRANT AND OWNERSHIP BY INTERFIX
License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, the LODE and/or AGX Communities and its affiliates grants you a non-exclusive, non-transferable, limited license to view or print the content in this Site (the “Content”) without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site.
Ownership. All Content on the Sites is (and shall continue to be) owned exclusively by the LODE and/or AGX Communities and/or its affiliates and/or by third parties who have licensed or authorized the use of such Content by the LODE and/or AGX Communities (collectively, the “Others”), and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of the Site (the “Site Use”).
3. RESTRICTIONS ON USE
Prohibited acts. Concerning your Site Use or any Content, you agree not to knowingly:
use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; publicly post or transmit to the Site any unlawful, fraudulent, harassing, libellous, or obscene information of any kind; post or send to the Site any information that contains a virus, bug, or other harmful items; publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); post or transmit into or on the Site any information in violation of another party’s copyright or intellectual property rights; take any action which imposes an unreasonable or disproportionately large load on the LODE and/or AGX Communities Infrastructure; redeliver any of the Content using “framing”, hyperlinks, or other technology without prior express written permission; or, use any device or technology to provide repeated automated attempts to access password-protected portions of the Site.
Right to regulate. You acknowledge that the LODE and/or AGX Communities have the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect the LODE and/or AGX Communities and its affiliates, and others and to comply with legal obligations or governmental requests. The LODE and/or AGX Communities reserve the right to refuse to post or to remove any Information on the Site, in whole or in part, for any reason.
Compliance with the law. You agree to comply with all applicable governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your Site Use.
4. RIGHT OF SURVIVORSHIP
LODE strongly encourages any contributor to ensure that they have a clear survivorship plan for their LODE Tokens and/or AGX Coins. This will ensure a beneficiary’s ability to take ownership of the assets with relative ease should the need arise.
There are three different scenarios wherein the Right of Survivorship is applied to the ownership of LODE Tokens and/or AGX Coins:
The first is when LODE Tokens/AGX Coins are in the Pre-Distribution phase
The second is when LODE Tokens/AGX Coins are stored in a LODE specific Wallet
The third is when the assets are stored in a private wallet outside the LODE ecosystem
Prior to distribution, LODE Tokens/AGX Coins remain under the control of The LODE Association. If a LODE Contributor passes away during this phase, it will be necessary to follow the process below and to provide the required information to make any changes to the deceased LODE Member’s Account.
LODE Specific Wallets
After distribution, and when LODE Tokens and/or AGX Coins (the assets) are held within LODE specific wallets, the assets will be under the control of the wallet holder (the deceased). In order to change ownership of the assets, the LODE Association will require the information and process as listed below. Once the below steps are complete the LODE Association will contact the LODE Wallet Service Provider(s) to initiate the transfer.
Steps for Token transfer from a Deceased Member to a Beneficiary:
The Executor or a Wills and Estate Lawyer must send an email notification of the contributor’s passing to email@example.com as soon as possible after passing including the following:
A copy of the certified Death Certificate.
Proof of Executor status and order of the probate court.
The Executor or the Token Beneficiary(s) must create a LODE Member Account and generate a LODE Wallet;
The Executor or the Token Beneficiary(s) must complete the KYC process attached to their wallet; and
Upon completion and confirmation of the above steps, the Vault Master (or Service Provider) will transfer tokens and/or coins values to the Executor or to the Token Beneficiary’s account when tokens and coins are issued to the LODE Community.
LODE accepts no responsibility for this transfer and it is incumbent upon the Executor and beneficiaries to ensure proper lawful transfer of these elements of the estate.
External Private Wallets
One of the features of a private wallet is that the tokens are exclusively controlled by the private key holders. This means that if the deceased party hasn’t provided the private key to the beneficiary, the assets stored in the wallet will be permanently lost. A clear survivorship plan, determined with a Wills and Estate Lawyer, will ensure the beneficiary’s ability to take ownership of the assets by using the private key. No proof of death or identity will need to be provided if the survivorship plan is in place.
Once again, LODE strongly encourages any contributor to ensure that they have a clear survivorship plan whether it be for LODE specific wallets or for any privately held wallet keys.
5. YOUR SITE USE ACTIVITIES
Password-protected areas. If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential and to send Notice to the LODE and/or AGX Communities within 24 hours if your password is compromised. You acknowledge that the LODE and/or AGX Communities neither endorses nor are affiliated with any website linked to this Site (each a “Linked Site”) and is not responsible for any information that appears on the Linked Site.
You acknowledge that the Internet is a network of computers worldwide, and that any information submitted by you to the LODE Project necessarily is routed via third-party computers to the LODE and/or AGX Communities, and that the LODE and/or AGX Communities are not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
6. SUBMISSIONS OF INFORMATION BY YOU
7. UNAUTHORIZED USE OR ACCESS
Post, upload, share, transmit, distribute, facilitate distribution of, or otherwise make available, through or in connection with the Website:
Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary rights without the express prior consent of the holder of such right.
Any material that would give rise to criminal or civil liability; that contains or promotes violence, drug use, illegal gambling or other criminal activity; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking.”
Any virus, worm, Trojan Horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Any unsolicited or unauthorized advertising, promotional material, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
Any material, non-public information about any entity.
Use the Website for any fraudulent or unlawful purpose.
Use the Website to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about users of the Website.
Impersonate any person or entity, including without limitation any representative of the LODE and/or AGX Communities; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make.
Interfere with or disrupt the operation of the Website or the servers or networks used to make the Website available; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using the Website (including without limitation by hacking or defacing any portion of the Website).
Use the Website to advertise or offer to sell or buy any goods or services for any business purpose, without the LODE and/or AGX Communities’ express prior written consent.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Website.
Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Website.
Remove any copyright, trademark or other proprietary rights notice from the Website or materials originating from the Website.
Frame or mirror any part of the Website without the LODE and/or AGX Communities’ express prior written consent.
Create a database by systematically downloading and storing Website Content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather Website Content or reproduce or circumvent the navigational structure or presentation of the Website.
Post information about another individual without that individual’s express permission.
Additionally, you acknowledge and agree that you (and not the LODE and/or AGX Communities) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the Website, and paying all charges related thereto.
8. APPLICABILITY AND CO-OPERATION
The LODE and/or AGX Communities reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. The LODE and/or AGX Communities, in its sole discretion, may add, delete or change the Content at any time, without notice to you.
9. EXPORT OF INFORMATION
No content from this site may be downloaded in violation of any Cayman law. Nor may any content from this site be transmitted or exported outside of North America.
10. LIMITED WARRANTY AND DISCLAIMER
DISCLAIMER OF WARRANTY. THE LODE AND/OR AGX COMMUNITIES AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY INTERFIX RELATING TO YOUR SITE USE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR SITE USE AND SITE-RELATED SERVICES.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You may have additional rights under certain laws (including consumer laws), which do not allow the exclusion of implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
Contacting the LODE and/or AGX Communities. Should you desire to contact the LODE and/or AGX Communities, you may do so at: firstname.lastname@example.org.
Governing law, venue and interpretation. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement shall be governed and construed in accordance with the laws of the Cayman Island, without regard to its conflicts of laws principles. You hereby attorn to the competent jurisdiction located exclusively in George Town of the Cayman Islands and all in accordance with Cayman laws and rules in respect of all disputes concerning this Agreement except for any injunctive relief sought by the LODE and/or AGX Communities.
You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to the LODE and/or AGX Communities or others and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, the LODE and/or AGX Communities and others will be entitled to injunctive relief for any breach of this Agreement.
In the event a court or other tribunal of competent jurisdiction shall hold any of the provisions of this Agreement to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement constitutes the entire agreement between you and the LODE and/or AGX Communities pertaining to the subject matter hereof. You agree to review this Agreement prior to any Site Use, and each Site Use by you shall constitute and be deemed your unconditional acceptance of this Agreement. The LODE and/or AGX Communities may prospectively modify this Agreement, by posting a revised version of the Agreement on the Site.
Either Party, in its sole and absolute discretion, may terminate the Agreement at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all Site Use and, upon request by the LODE and/or AGX Communities, to return all information in your possession relating to the Site, and all copies thereof.
SURVIVAL OF CERTAIN PROVISION
Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors, and permitted assigns.
No delay or omission to exercise any right or remedy accruing to the LODE and/or AGX Communities, upon any breach or default by you shall constitute a waiver by the LODE and/or AGX Communities of any breach or default.
All article or section headings, or exhibit names, are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
You and the LODE and/or AGX Communities are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
If this Agreement conflicts with a provision of any other contract between you and the LODE and/or AGX Communities relating to the Site, the provision in such other Agreement shall govern.
Time is of the essence of this Agreement.
SERVICE LEVEL AGREEMENT
FOR THE LODE AND AGX COMMUNITIES BY THE LODE COMMUNITY
AND THE AFFILIATED SERVICE PROVIDERS
SERVICE LEVEL AGREEMENT OVERVIEW
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between INTERFIX CORPORATION (“INTERFIX”, the LODE COMMUNITY and the LODE AFFILIATE SERVICE PROVIDERS with THE LODE AND AGX COMMUNITIES for the provisioning of services as it relates to the restoration of silver to the monetary system. In this Agreement, “you” or “your” means the Member entering into this Agreement. Unless otherwise stated, “Interfix,” “we” or “our” will refer collectively to the LODE Community, Interfix Corporation and its subsidiaries and affiliates. If you do not agree to be bound by the terms and conditions of this Agreement, you must not use or access any of LODE and/or AGX Community Services. Any use of the Services means you consent to this Agreement. No partnership, joint venture, securities arrangement or issue, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
This Agreement remains valid until superseded by a revised agreement mutually endorsed by the Community Members.
This Agreement outlines the parameters of all support services covered as they are mutually understood by LODE Token Holders and AGX Coin Users. This Agreement does not supersede current processes and procedures unless explicitly stated herein.
GOALS & OBJECTIVES
The purpose of this SLA is to ensure that the proper elements and commitments are in place to provide consistent service support and delivery to the LODE Token Holders and AGX Coin Users by the LODE and/or AGX Communities and LODE Affiliate Service Providers.
The goal of this Agreement is to obtain mutual agreement for community service provision between the LODE and/or AGX Communities and LODE Affiliate Service Providers and LODE Token Holders and AGX Coin Users.
The objectives of this SLA are to:
(a) Provide clear reference to service ownership, accountability, roles and/or responsibilities.
(b) Present a clear, concise and measurable description of service provided to the LODE Token Holders and AGX Coin Users.
(c) Match perceptions of expected service provision with actual service support & delivery.
The LODE and/or AGX Communities and LODE Affiliate Service Providers along with the LODE Token Holders and AGX Coin Users will be used as the basis of the Agreement and represent the primary Parties associated with this SLA:
The LODE and/or AGX Community and LODE Affiliate Service Providers (“Provider”)
LODE Token Holders and AGX Coin Users (“Customer”)
This SLA is valid from the Effective Date outlined herein and is valid until further notice. This Agreement should be reviewed at a minimum 1 (one) time per fiscal year; however, in lieu of a review during any period specified, the current Agreement will remain in effect.
The LODE Service Provider Steering Committee (“Document Owner”) is responsible for facilitating regular reviews of this document. Contents of this document may be amended as required, provided mutual agreement is obtained from the primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements/approvals as required.
Business Relationship Managers: The LODE and/or AGX Communities and LODE Affiliate Service Providers
Review Period: December 2018
Previous Review Date: N/A
Next Scheduled Review Date: December 2019
SERVICE LEVEL AGREEMENT
The following detailed service parameters are the responsibility of the Service Provider in the ongoing support of this Agreement.
The following Services are covered by this Agreement:
Maintenance of network connectivity, domain name servers, dynamic host configuration protocol servers will be done on a weekly basis.
Guaranteed 99.9% uptime and the limits outages can be expected to stay within 2 hours.
Responsiveness – the punctuality of services to be performed in response to requests and scheduled service dates as listed in section 6.1.
Procedure for reporting problems are as follow:
Sending a message through Live Chat
Sending an email to email@example.com
Monitoring and reporting service level is the responsibility of LODE and/or Community Managers.
Consequences for not meeting service obligations will be dealt with on a case by case basis.
General Terms. The LODE and/or AGX Communities may suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:
(a) your use of the LODE System (i) poses a security risk to the LODE and/or AGX Communities or any third party, (ii) could adversely impact the systems, the LODE System or the systems or Content of any other Service Provider , (iii) could subject the community, its affiliates, or any third party to liability, or (iv) could be fraudulent;
(b) you are, or any User is, in breach of this Agreement;
(c) you are in breach of your payment obligations; or
(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Effect of Suspension. If we suspend your right to access or use any portion or all of the Service Offerings:
(a) you remain responsible for all fees and charges you incur during the period of suspension; and
(b) you will not be entitled to any service credits under the SLA for any period of suspension.
LODE TOKEN HOLDERS AND AGX COIN USERS REQUIREMENTS
LODE Token Holders and AGX Coin Users responsibilities and/or requirements in support of this Agreement include:
(a) Reasonable availability of customer representative(s) when resolving a service related incident or request.
SERVICE PROVIDERS REQUIREMENTS
Service Provider responsibilities and/or requirements in support of this Agreement include:
(a) Meeting response times associated with service-related incidents.
(b) Appropriate notification to LODE Token Holders and AGX Coin Users for all scheduled maintenance.
Assumptions related to in-scope services and/or components include:
(a) Changes to services will be communicated and documented to all Community Members.
The Lode and/or AGX Communities charge the following fees where applicable. All such fees are subject to change with 30 days notice. Not all fees are applicable to all accounts. 0.075% Annual Network Access Fee to maintain the interests of the LODE and/or AGX Communities and will deduct from LODE Token Holders and AGX Coin Holders wallets. Additional transaction fees may apply to any purchase made through the LODE and/or AGX Member Portal.
When a member agrees to commit investment-grade silver bullion to the LODE Project, a minimum service fee of 20% is allocated to the Interfix, subject to change (see FULL LODE SYSTEM MIGRATION). The service fee will be utilized to accomplish objectives (such as tech development and operational costs) in accordance with the LODE Community mandate. (See the LODE Whitepaper)
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
Coverage parameters specific to the service(s) covered in this Agreement are as follows:
Email support: Monitored 2:00 P.M. to 8:00 A.M. Monday – Saturday GMT
Chat support: Monitored 2:00 P.M. to 8:00 A.M. Monday – Saturday GMT
In support of services outlined in this SLA, the LODE and/or AGX Communities will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:
0-4 hours (during business hours) for issues classified as High priority.
Within 24 hours for issues classified as Medium priority.
Within 2 working days for issues classified as Low priority.
Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.
COPYRIGHT NOTICE. © 2019, INTERFIX Corporation and/or its affiliates and partners. All Rights Reserved.