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FILL OUT THE INTERACTIVE "CLICK & GO"

ONLINE AGREEMENT DIRECTLY BELOW

(OR Fill Out The DOWNLOADABLE AGREEMENT TO RIGHT---DIGITALLY OR BY HAND, &

EMAIL IT TO crypt2bit@gmail.com OR SEND IT VIA FAX TO +1 (914) 861-0066)

Highlighted Input Field Instructions For The Downloadable Agreement Are At The Bottom Of The Page

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##################### END ######################

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NOTE FOR HIGHLIGHTED FIELDS IN DOWNLOADABLE AGREEMENT:

The format  In The Downloadable Agreement (A Copy Of Which Is Below) vis-a-vis The Interactive Agreement (Above) Is Due To The Placements Of The Interactive Highlight Fields In The Online, "Click-and-Go" Version Of The Agreement.  Both Agreements Are Substantively The Same.  You Can Choose To Either Download The Agreement, Or Digitally Enter Your Information Directly Above (Via The Interactive, Click-and-Go Agreement).  Here Are The Instructions For The Highlighted Fields In The Download Version Of The Agreement, in case you prefer to use it:

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Cryptocurrency Alliance Membership
Blastoff Agreement


This is a Cryptocurrency Alliance Membership Blastoff Agreement (herein referred to as, “Agreement”) between 
Type Your Business's Legal Name Here                                                                          , whose address is listed at the end of this Agreement (herein referred to as "Party"), and Tech Gods, Inc., and/or its assigns (herein referred to as “Tech Gods”), with an address of 412 N. Main Street, Suite 100, Buffalo, WY  82834.  Both Party and Tech Gods are referred to herein collectively as, the “Parties.”    

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Whereas, Tech Gods owns the Crypt2bit.com and techgods.net websites and URLs; and  

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Whereas, Tech Gods shall attempt to perform certain business activities on behalf of the Party; and 

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Whereas, Tech Gods shall attempt to perform certain licensing activities on behalf of the Party; and   

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Whereas, Tech Gods is responsible for the cost of its business and its licensing activities related to cryptocurrencies on behalf of the Alliance membership; and  

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Whereas, Tech Gods may solicit licensing fees from potentially interested parties (with licensing fees split with the Alliance in accordance with the Fee Split, below) on behalf of the Alliance, in exchange for the Alliance permitting, promoting and otherwise accepting any or all of the cryptocurrencies listed in ADDENDUM A (herein referred to as the “Cryptocurrency” individually, or "Cryptocurrencies," collectively)  in their respective retail locations; however, notwithstanding the foregoing, the Alliance shall also be free to continue to operate its establishment sales via traditional  retail transactions (cash, cc, trade receivables, etc.); nothing in this Agreement shall prevent the Alliance from using any, or all, non-cryptocurrency payment solutions (herein, the “Non-Crypto Solutions”), as Non-Crypto Solutions are not subject to this Agreement; and   

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Whereas, the Party, desires to become a member of a retail alliance organized, founded and created by Tech Gods (herein referred to individually, as the “Alliance Member,” and collectively as “Alliance Members,” “Alliance,” or may also be referred to as operating in an “Alliance Membership”); and  

Whereas, the Alliance Member desires to grant Tech Gods the exclusive right to negotiate with any or all of the Cryptocurrencies (and/or their respective owners, and/or controlling entities, groups, and parties); and  

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NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, along with the terms, exchanges of promises, conditions and provisos contained herein, THE PARTIES AGREE AS FOLLOWS:  

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FEE SPLIT   

The Parties agree to a licensing fee split as follows (the “Fee Split”): 

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Upon completion of a successful negotiation by Tech Gods with a Cryptocurrency provider, enabler and/or other interested party to acquire the licensing rights to provide Cryptocurrency services, cryptocoins, and/or other Cryptocurrency business to the Alliance during the Term of this Agreement, all Cryptocurrency-related licensing fees  (as well as any renewal fees due under subsequent agreements with Cryptocurrency providers, or enablers) shall be split 50% to Tech Gods and to Alliance Members as follows:  Alliance Members shall split their collective  50% share on a pro-rata basis with the other Alliance Members with no initial differentiation based on revenues, or other metric.  However, in the future, if Tech Gods successfully contracts with enough retailers, restaurants and perhaps other establishments, Tech Gods reserves the right to distribute Fee Splits in new alliance agreements based on revenues, or other metrics; Tech Gods also reserves the right to deliver “like-kind” payment of any Fee Split to the Alliance Members (i.e. for purposes of clarity and by means of example only---a cash licensing fee payment would be paid in cash to the Alliance Members, and a Cryptocurrency licensing fee payment may be paid in Cryptocurrency to the Alliance Members, etc.). 

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Notwithstanding the foregoing, however, there may be multiple alliances created by Tech Gods, and this particular Agreement may also be referred to as “Agreement #1” and no Alliance Member which is party to this Agreement shall be entitled to any fees from any other agreements which may be made with other alliances, unless said Alliance Member is expressly accepted in that agreement by Tech Gods in writing.   

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It is acknowledged herein, alliances may form naturally around cities and neighborhoods which may lend themselves to separate agreements, as local businesses may decide to band together in an alliance.  Each alliance in each such agreement shall be defined by Tech Gods, and/or its assigns, and each party entering into such agreement must be accepted into such agreement by Tech Gods, and/or its assigns, in its/their sole discretion.  With respect to ALL agreements, Tech Gods, and/or its assigns, reserves the right to refuse any potential Party from entering any Agreement.  Tech Gods and/or its assigns also maintains the right to terminate any Agreement (or other future agreement) at any time without liability and shall be held harmless and not liable for any and all damages, expenses or costs which may be incurred by any Party.

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CRYPTOCURRENCY ROYALTY AND PROMOTION MATERIALS  

Alliance members also agree to pay Tech Gods, Inc. and/or its assigns, a 1% royalty fee on any retail transactions which use any Cryptocurrency listed in ADDENDUM A of this Agreement, or any New Cryptocurrency during the Term of this Agreement.  Alliance members also permit Tech Gods, Inc., its assigns and/or any party it contracts with, to provide Cryptocurrency services, coins or other digital tools, or capabilities to the Alliance Members.    Alliance Members grant Tech Gods and/or its assigns and/or any Cryptocurrency or New Cryptocurrency provider, enabler, and/or any other third party which enters into an agreement with Tech Gods, with the unrestricted marketing, advertising and promotional use of each Alliance Member's logos, business name, products, marketing materials and other sales or promotion information relevant to each Alliance Member, as may be reasonably requested and if available.  The Alliance Member agrees to use its best efforts to implement, and accept for payment any or all Cryptocurrencies or New Cryptocurrency which is subject to a licensing agreement with Tech Gods and/or its assigns (or was created by Tech Gods and/or its assigns), during normal business hours.

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Additionally, Alliance Members agree to promote, via the placement of any licensed Cryptocurrency promotion materials, at the point of sale, as well as the placement of licensed Cryptocurrency promotional stickers to be affixed to a prominent location (e.g. glass entry door, or front window); finally, Alliance Members agree to digitally place the licensed Cryptocurrency logos on the Alliance Member’s web site home page, along with homepage placement of the logo of Tech God’s  “Crypt2bit," and/or other icon of Tech Gods and/or its assigns (collectively, these promotion activities are referred to as the “Promotion Materials”).  

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TERM  

Upon successful completion of a licensing agreement with a Cryptocurrency provider, the Alliance Member grants Tech Gods and/or its assigns a three-year exclusive extension to the initial contract Term (herein referred to as the “Extension”). The initial contract term for each alliance, unless otherwise agreed to in writing, is for three years (herein, referred to as the “Term”).  For each alliance, Tech Gods shall require a licensing fee to be split between Tech Gods and/or its assigns, and the members of that particular alliance.  Tech Gods shall attempt to receive at least $1,000,000 (in cash, or cryptocurrency) from Cryptocurrency providers, enablers or other interested parties for this Agreement, in exchange for the rights to provide Cryptocurrency services during an initial three-year Term of this Agreement.  If an Extension is negotiated, any fees negotiated for the Extension shall be subject to the Fee Split in this Agreement.  

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ACCEPTABLE TRANSACTION 

Alliance Members may opt out of this Agreement, and terminate it, by providing written notice in accordance with the provisions in the section of this Agreement called, “NOTICES AND ADDRESS WHERE PAYMENTS MAY BE SENT” if Tech Gods has not closed an Acceptable Transaction by September 1, 2019.  An Acceptable Transaction is defined herein as a licensing transaction with a Cryptocurrency provider, or enabler, which is equal to or greater than $1,000,000, or an amount less than this, as may be voted upon for approval by the Alliance via majority vote. 

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In the event an offer is made below $1,000,000 for the licensing rights to provide Cryptocurrency services to the Alliance, Tech Gods shall bring said offer to the Alliance Members for a vote---to accept or reject the offer, by majority rule.  If by the vote the offer is accepted, those Alliance Members unhappy with the vote may opt out of the Agreement and terminate it, if the option to terminate the Agreement is in writing and delivered within 30 (thirty) days of the vote via the provisions in the section of this Agreement, “NOTICES AND ADDRESS WHERE PAYMENTS MAY BE SENT”.

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NON-CIRCUMVENT PROVISION

ALLIANCE MEMBERS ALSO AGREE TO ENTER A NON-CIRCUMVENT AGREEMENT WITH TECH GODS, AND/OR ITS ASSIGNS, WITH RESPECT TO CRYPTOCURRENCY USE IN MERCHANT SERVICES WHICH SHALL PREVENT ALLIANCE MEMBERS FROM NEGOTIATING DIRECTLY, OR INDIRECTLY, WITH ANY CRYPTOCURRENCY PROVIDER, ENABLER OR OTHER ENTITY AS LISTED IN, BUT NOT LIMITED TO, THOSE CRYPTOCURRENCIES AND CRYPTOCURRENCY ENABLERS IN ADDENDUM A, OR ANY PERSON WHICH MAY PROVIDE (OR CAUSE TO PROVIDE), INDIRECTLY OR DIRECTLY, CRYPTOCURRENCY SERVICES TO ALLIANCE MEMBERS DURING THE TERM OF THIS AGREEMENT.   

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NOTWITHSTANDING THE FOREGOING, HOWEVER, IF TECH GODS, AND/OR ITS ASSIGNS, SUCCESSFULLY CLOSES AN ACCEPTABLE TRANSACTION, THEN THIS NON-CIRCUMVENT PROVISION SHALL EXTEND FOR AN ADDITIONAL ONE-YEAR PERIOD AFTER THE DATE OF TERMINATION OF THIS AGREEMENT, OR IF THE AGREEMENT IS EXTENDED, THROUGH ITS EXTENSION PERIOD. 

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EXCLUSIVITY  

The alliance members grant Tech Gods, and/or its assigns, the exclusive right to represent, and otherwise sell, market, promote and negotiate on behalf of the Alliance Members with respect to Cryptocurrency and Cryptocurrency providers and other enablers who may offer or provide, Cryptocurrency services, as well as other potentially interested parties.

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The period of exclusivity shall be for the duration of the contract Term. The alliance members agree to accept each and every Cryptocurrency designated in an accepted licensing agreement reached between a Cryptocurrency enabler and/or Cryptocurrency service provider and/or other interested parties, with Tech Gods and/or its assigns during the contract Term.   

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Furthermore, Alliance Members shall permit, at each of its establishment locations, the necessary hardware, software, Internet access, or computer systems necessary to process said Cryptocurrency transactions.  All costs related to the deployment of hardware and training (if appropriate) shall be borne by the Cryptocurrency provider(s) and/or enabler(s).  Notwithstanding the foregoing, however, the Alliance Members shall bear the cost of Internet connectivity (or provide mobile telephone connectivity) necessary to process a Cryptocurrency transaction.  Alliance Members are responsible for providing a computer and/or cell phone (or other Internet-connected devices), along with Internet connectivity to support Cryptocurrency transactions and the costs associated with maintaining and purchasing them.

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SIGN UP TO JOIN ALLIANCE & ELECTRONIC SIGNATURE  

Sign up to join the Alliance is accomplished online via electronic signature and completing the required information fields in the Agreement (i.e. noted in "red" ink in the online form).  The Parties hereby acknowledge this Agreement, at the time of submission, was available to be read and could be downloaded or copied on the Tech Gods and/or “Crypt2bit.com” website, or such other website assigned, or forwarded to, by Tech Gods, and/or its assigns.   The Parties hereby acknowledge that each party has read the Agreement carefully.

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LEGITIMATE BUSINESS  

It is hereby acknowledged Alliance Members provide an estimate of their next twelve-months revenues, along with the Alliance Member’s revenues during the past twelve months at the end of this Agreement.  There are no minimum requirements for revenues; however, it is hereby acknowledged the success of the Alliance depends on having legitimate businesses involved in it.  In attempt to prevent fraud, it is understood Tech Gods requires businesses with actual revenues to be the only members eligible to join the Alliance (and Tech Gods reserves the right to refuse acceptance of any potential member to the Alliance via the written rejection of the member, or potential member, in accordance with the provision for "NOTICES AND ADDRESS WHERE PAYMENT MAY BE SENT."   

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Any business or entity, which attempts to join the Alliance via this Agreement which is found to not be legitimate, or acceptable by Tech Gods and/or its assigns in its/their sole discretion and authority, may be expelled from the alliance by Tech Gods and/or its assigns with written NOTICE.  As a result, said expelled business or entity shall forfeit any and all rights to any franchise fees from any Fee Split, as well as all rights granted or contemplated in this Agreement and shall hold Tech Gods and/or its assigns blameless, without liability or damages of any kind.

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It is also understood and agreed Tech Gods also shall not knowingly accept any business or entity deemed to be a purveyor in the sex industry, or which may be involved in any illegal activities (herein referred to collectively as "Inappropriate Activities); any business or entity found to be involved with Inappropriate Activities by Tech Gods and/or its assigns (in its/their sole discretion), shall be expelled from the Alliance Membership by written Notice; said expelled business or entity shall forfeit any and all rights contemplated under this Agreement, including, but not limited to the rights to any franchise fees and this Agreement shall be terminated, shall become null and void and Tech Gods and/or its assigns shall be held blameless, without liability of any kind.

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POTENTIAL ISSUANCE OF CRYPTOCURRENCY BY TECH GODS  

It is acknowledged that during the Term of this Agreement, Tech Gods, and/or its assigns, may grant Alliance Members the right of first refusal to receive and pay for an unnamed amount (yet to be determined), of a potential new cryptocurrency, which may be created, or obtained by Tech Gods and/or its assigns (herein referred to as the “New Cryptocurrency”); said New Cryptocurrency may be called “Crypt2bit” or a different name, yet to be determined.  

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If such right was granted to Alliance Members and an Alliance Member desired to participate in the New Cryptocurrency right, participating Alliance Members shall agree to provide a  discount incentive to the general public from the Alliance Member's standard retail price or menu, at their respective retail location(s), restaurant(s) and/or establishment(s) if the New Cryptocurrency is used at the Alliance Member's establishment during the remainder of the Term of this Agreement (herein, the "New Cryptocurrency Discount").  The New Cryptocurrency Discount may be developed prior to the potential distribution of the New Cryptocurrency to participating Alliance Members, for Alliance Member consideration prior to a distribution of New Cryptocurrency.

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Furthermore, it is acknowledged any potential distribution of New Cryptocurrency is subject to the legal statutes, as appropriate and any New Cryptocurrency distribution to participating Alliance Members may be designed to help potentially build the liquidity, visibility, and presence of the New Cryptocurrency in the general marketplace.  It is further acknowledged herein that the development of a New Cryptocurrency is in the concept stage.  Tech Gods and/or its assigns, through development, acquisition, or other means may acquire or build a cryptocurrency to achieve this potential goal.  Notwithstanding the foregoing, however and for purposes of clarity,  there shall be NO requirement of participation in any potential distribution of New Cryptocurrency by any Alliance Member and any such distribution shall be subject to regulation.

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TIME OF THE ESSENCE  

Time is of the essence, as once a licensing agreement for the Alliance with a Cryptocurrency provider, enabler, or other interested party is negotiated by Tech Gods, no additional Alliance Members shall be permitted to join this particular Agreement #1.  Tech Gods, and/or its assigns may create other membership alliances as it (or they) sees fit in its (their) sole discretion.

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ARBITRATION

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a single arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect.  Judgment may be entered on the arbitrator's award in any court having jurisdiction; the expense of conducting such arbitration shall be borne by each respective party to this Agreement in fair and equal apportionment, and any judgment shall be borne in accordance with the arbitration ruling by the party found liable for the judgment.

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NOTICES AND ADDRESS WHERE PAYMENTS MAY BE SENT  

Any "Notice," or "Notices" shall be sent  in writing, as follows:  

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If to Tech Gods, Inc:  

By certified mail, or via overnight courier to: Robert Kelly,  Tech Gods, Inc.,  412 N. Main Street Suite 100, Buffalo, WY  82834, with an electronic mail copy to crypt2bit@gmail.com.  

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If to the Party:  

All payments to the Party shall be sent by certified mail, overnight courier, or digital delivery form and Notices to Party shall be sent by certified mail or overnight carrier (to the Business Name, Person of Authority an Address provided in this Agreement) or via electronic mail sent to the Party's Email Address provided in this Agreement. 

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All Notices and Payments shall be sent in accordance with the above instructions unless otherwise agreed to in writing by both Parties to this Agreement. 

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TERMINATION 

Termination of this Agreement shall be given by written Notice to the counterparty to this Agreement (and/or its assigns), or the Agreement shall terminate at the end of the Term.
 
Agreed to by Party (Please fill in the required information fields as highlighted in yellow in this Agreement.  Please email a digital copy of the completed Agreement to crypt2bit@gmail.com or fax it back to (914) 861-0066 - no cover page needed.  Tech Gods, Inc. will review, counter-sign as/if appropriate, and send you back a copy of the completed, executed Agreement):


Party's Legal Business Name:
By:   Type Name Of Party's Person Of Authority Here (i.e. An Officer, Director, etc.) 
Its:   Type Title Of Party's Person Of Authority Here

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Address:

Street Address:                  Type Street Address Here                                                                         
Street Address Line 2:     Type 2nd Line Of Street Address Here-If Any
City:                                      Type City Here
Region/State:                     Type State/Region Here                                                                      
Postal / Zip Code:              Type Zip/Postal Code Here
Country:                              Type Country Here If Outside U.S.A.

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The Party's Website:                Type Party's URL Here (e.g. www.storeORrestaurant.com)
The Party's Email Address:    Type Party's Email Address Here

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Please Note Revenue In The Local Currency (e.g. $, €, £, ¥, etc.):
The Party's Last-Year Revenues:                         Type Last Year's Revenues Here
The Party's Estimated Revenues In 2019:         Type 2019 Estimated  Revenues Here

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Phone Number (Please Include Country Code If Outside U.S.A. i.e. +33 676 123456):
                              Type Phone Number Here

Date:                    Type Date Here

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Agreed to by Tech Gods, Inc:

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Tech Gods, Inc.


By:      _______________________________________
Its:      _______________________________________

Date:  _______________________                                                                                                                                     © 2019 Tech Gods, Inc.


ADDENDUM A

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Potential Cryptocurrencies Expressly Covered, But Not Limited To, In The NON-CIRCUMVENT PROVISION Of Agreement:

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Bitcoin, Basic Attention Token, TrueUSD, Ark, Ethereum, Qtum, Stratis, Huobi Token, XRP, Decred, Holo, HyperCash, Bitcoin Cash, Ontology, Electroneum, aelf, EOS, Lisk, Paxos Standard, Polymath, Stellar, Zilliqa, USD Coin, GXChain, Litecoin, Aeternity, Komodo, ReddCoin, Cardano, Bitcoin Diamond, Status, Veritaseum, Monero, BitShares, Waltonchain, PIVX, Tether, Nano, Cryptonex, QASH, TRON, Bytecoin, MaidSafeCoin, Horizen, Dash, ICON, Wanchain, MonaCoin, IOTA, Siacoin, Ardor, MOAC, Binance Coin, Pundi X, IOST, Dai, NEO, DigiByte, Mithril, Dentacoin, Ethereum Classic, Steem, Aion, Crypto.com, NEM, Verge, KuCoin Shares, CyberMiles, Tezos, Bytom, WAX, Loom Network, Zcash, Populous, Ravencoin, Nxt, VeChain, Waves, Nexo, FunFair, Bitcoin Gold, Aurora, Bancor, Revain, Maker, Chainlink, Decentraland, Nebulas, OmiseGO, Metaverse ETP, Loopringg, Theta Token, 0x, Golem, ETERNAL TOKEN, Dropil, Dogecoin, Augur, DigixDAO, Power Ledger, Crypt2bit, Orbs, UGAS, Japan Content Token, Hyper Loot, MultiVAC, Caspian, 1irstcoin, Veil, NeoWorld Cash, OTOCASH, HYPNOXYS, V-ID, Veracity, Unification, WebDollar, ESBC, SignatureChain, Galilel, MFCoin, Alpha Token, EnterCoin, StellarPay, Matic Network, Natmin, bitCEO, WPP TOKEN, Function X,QuickX Protocol, Arqma, BitStash, Fidex Token, OceanEx Token, Swap, Valor Token, IRISnet, botXcoin, Bilaxy, Token, Newton, Lition, CONUN, BIZKEY,UTEMIS, Scopuly, Infinitus Token, Golden Fever, SF Capital, Blockcloud, Paytomat, FNB Protocol, Airline & Life Network, GoldFund, Fatcoin, WHEN Token, Xtock, OOOBTC TOKEN, Contents Protocol, VeriBlock, BOLT, Bitcoin Rhodium, HOT Token, Dexter G, Big Bang Game Coin, Safe Haven, Nash Exchange, Digital Currencies Issued By Facebook, Google, Apple and Microsoft.

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Downloadable Cryptocurrency Alliance Membership Blastoff Agreement

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