Between: Bryanlabs LLC, a Maryland limited liability company taxed as an S Corporation, principal contact [email protected] (“Contractor”)
And: Client: An undisclosed legal person who elects to remain anonymous. Client agrees that (i) the individual executing/accepting this Agreement, (ii) the communications from the approved channels in §15, and (iii) the paying wallet(s) listed in §3.3/Exhibit B together constitute the Client’s binding identity and authority for this Agreement (“Client”).
Effective Date: October 7, 2025 (anticipated signing)
Term: Through December 31, 2025 (inclusive). No auto-renewal; any continuation requires a new written agreement.
Contractor provides professional RPC services for various blockchain networks, including HTTP RPC, gRPC, and REST API per instance. All infrastructure is hosted exclusively on Contractor-owned and managed bare metal operated by Bryanlabs.
Service composition, quantities, and pricing are itemized in Exhibit A. Any change requires a written amendment signed by both parties. The only change permitted without amendment is termination under §4.
Historical data (best effort, no SLA): Contractor will use best efforts to maintain ~1 week of historical data available. This is an operational goal only.
Non-exclusivity: Services are non-exclusive.
Publicity: Neither party may use the other’s name/logo without prior written consent.
- Operate nodes exclusively on Contractor-owned bare metal as described in Exhibit A.
- Pay all fees in advance per Exhibit A (pricing) and Exhibit B (due dates & timing).
- Whitelist direction (optional). Provide, in writing, any IPv4 allowlist of addresses permitted to access the endpoints. Absent such written allowlist, endpoints will be provided as public.
Contractor may implement rate limits, traffic shaping, filtering, or temporary blocks to preserve stability, mitigate abuse/security events, or comply with law. Contractor may modify or deprecate endpoint formats, hostnames, or versions with reasonable notice; continued use after the effective date constitutes acceptance. Client must not use the Services for illegal activity, spam, denial-of-service, or violations of third-party rights.
- Public by default. Endpoints are public unless Client requests an allowlist.
- Optional IPv4 allowlist. On Client’s written request, Contractor will enforce an IPv4 allowlist (allow-only listed). Client may not request ad-hoc blocks of specific IPs; the control is public vs allowlist-only.
- Edit limits. Client may request up to five (5) allowlist updates per calendar month.
- No geo-blocking unless requested. Geo-blocking will not be applied except as a by-product of the Client-requested allowlist.
- Global throughput cap. Contractor may enforce a global cap of up to 500 requests/second (RPS) aggregated across all chains for the remainder of the Term.
- 500 USDC per month per instance. An “instance” provides HTTP RPC, gRPC, and REST API for a single chain.
- Per-incident fee: 100 USDC per restore, pooled across all chains.
- Mandatory bundle when THORChain is supported: 20 restores for 2,000 USDC per billing month (pooled). Listed in Exhibit A and required each month during which THORChain support is listed.
- Resolution timing (best effort): App-hash issues will be resolved with best effort. During normal working days, resolution will typically occur as soon as the issue happens. However, response times may be longer when Contractor is traveling, sleeping, sick, or otherwise unavailable, and there are no guarantees on specific response times. App-hash restores typically take 15–40 minutes to complete once begun.
- Multiple THORChain instances required: Because app-hash issues occur daily on THORChain and cause downtime during the 15–40 minute restore window, two (2) THORChain instances are required to maintain service availability during restorations. With only one instance, each app-hash event would cause service interruption.
- Tracking & evidence: Client tracks usage. Contractor will best-effort notify at 15/20 consumed and will maintain an online spreadsheet (https://docs.google.com/spreadsheets/d/1a4K8Lw4nkb1guCqNAhC7hY2tPC8ydsUs/edit?gid=2061209130#gid=2061209130) listing: affected node/instance, expected/actual checksums, UTC timestamp, and block height. Failure to notify does not waive fees; the spreadsheet is prima facie evidence of usage.
- Advance only. Service for any Service Window commences only upon on-chain confirmation of full prepayment for that Service Window.
- Initial payment timing (October 2025): Invoice Due is October 12, 2025 00:00 UTC; service begins on the later of Oct 12, 2025 00:00 UTC or the on-chain confirmation time of payment.
- Subsequent months: Due 00:00 UTC on the 1st of the month (see Exhibit B).
- Currency: USDC on Ethereum Mainnet only.
- Destination: 0xE18E2B34aa1800fc2BbC90fd1c3ba434D628a436
- Proof: Visible on Etherscan at the above address's token transactions page.
- Approved payer: Payments may be remitted by DECA (Digital Economy Council of Australia) on Client's behalf. Payments received from DECA are deemed payments by Client and do not alter Client's obligations. Dorjee Sun (DECA) is the primary approval contact.
- Non-refundability & finality: All payments are non-refundable except only as expressly provided in §4 (Client early termination refund) and to the extent required by non-waivable law. Network reorgs/congestion do not constitute receipt until final per Etherscan canonical state. Client bears gas/bridge/FX. Contractor may reject payments from sanctioned addresses.
- No setoff/chargebacks: Client may not withhold, set off, net amounts, or initiate chargebacks/recalls.
If a payment is not confirmed on chain within one hundred sixty-eight (168) hours, UTC of the due date in Exhibit B, Contractor may suspend access until the overdue amount plus a 2% late fee per late invoice per 30-day period (non-compounding) is received.
Either party may terminate at any time by written notice (including email or approved channels). Contractor may terminate immediately for non-payment, abuse, or legal compliance reasons.
Refunds (exclusive condition). If Client terminates early, Contractor will refund unused prepaid base fees pro-rata for the remaining unused days of the current Service Window, less (i) incurred per-incident charges and (ii) other undisputed amounts then due.
Formula:
Refund = (Prepaid_Base_Fees_for_Month × (Remaining_Calendar_Days / Total_Calendar_Days)) − Incurred_Per-Incident_Fees − Other_Undisputed_Amounts
Example (30-day month; cancellation after Day 7):
If Exhibit A monthly base total is 3,500 USDC and Client cancels after 7 full days, then Remaining_Calendar_Days = 23.
Refund = 3,500 × (23 / 30) = 2,683.33 USDC − (incident/other amounts, if any)
Refunds are sent to the exact sending address that funded the period, unless both parties agree in writing, after reasonable verification, to an alternative refund destination. No other refunds are owed.
As-is; maintenance. No SLAs. Best-effort operations. Routine maintenance (including upgrades/restarts) may occur with best-effort notice; not a breach or basis for credits.
Force majeure (blockchain-tailored). Neither party is liable for delay/failure due to events beyond reasonable control, including protocol/client bugs, chain halts/reorgs, upstream outages, power/network failures, DDoS/hostile traffic, acts of government, or consensus-rule changes. Obligations are suspended during the event.
Security incidents. Contractor may take emergency actions (shutdown, snapshot restore, rollback) and will notify on a best-efforts basis; good-faith mitigation is not a breach or admission.
Data & privacy. Infrastructure-only; Contractor does not process personal data for Client; Client will not transmit personal data to the Services.
Legal requests. On lawful demands, Contractor may respond or suspend affected Services and (where lawful) notify Client. Client reimburses reasonable compliance costs.
Operational evidence. Contractor’s contemporaneous logs, metrics, and spreadsheets are prima facie evidence of Service status and usage.
Contractor retains all rights in infrastructure, software, scripts, playbooks, configs, docs, and know-how (including improvements). No IP is assigned. Client feedback is licensed to Contractor royalty-free and irrevocably.
No unilateral changes. Modifications require a written amendment signed by both parties. No oral/implied terms; PO/portal terms are void. Any feature/capacity/configuration not expressly listed in Exhibit A is out of scope.
Each party protects the other’s Non-Public Information with reasonable care; use only for this Agreement; disclose only to personnel/advisors under similar obligations or as required by law. Exclusions: public, independently developed, or lawfully received info. Duration: Term + 2 years; perpetual for trade secrets.
Contractor is an independent contractor. No partnership/joint venture/agency is created. Either party may assign with consent; Contractor may assign to an affiliate or in a merger, sale of assets, or change of control.
All warranties disclaimed to the maximum extent permitted by law (merchantability, fitness, title, non-infringement).
No indirect, incidental, special, exemplary, punitive, or consequential damages; no lost profits/revenue/data/business interruption; no damages for inability to access nodes/Services. No liability for upstream software/networks not owned by Contractor.
Insurance: Contractor isn’t obligated to carry or extend any insurance; any extension is at Contractor’s sole discretion and not an admission.
Sole remedy: Except for the Client early-termination refund in §4, the exclusive remedy for Service issues is the Services themselves. If a limitation is held unenforceable, Contractor’s monthly aggregate liability is capped at fees paid by Client for that same month for the specific Services at issue.
Claim window (to the extent permitted by law): Any claim must be brought within forty-five (45) days after the event giving rise to the claim or within thirty (30) days after Term end, whichever is earlier; otherwise the claim is forever barred.
Client will defend, indemnify, and hold harmless Contractor and its personnel from third-party claims or government actions arising from Client’s use of the Services, Client data, or Client breach of this Agreement or law, including reasonable attorneys’ fees.
Fees exclude taxes; Client is responsible for all taxes and will not withhold. Contractor may refuse/stop service to sanctioned persons/addresses and may request reasonable KYC/OFAC info; Contractor may suspend/refuse Services where compliance concerns exist.
Maryland law governs. Exclusive jurisdiction and venue lie in the state and federal courts located in Howard County, Maryland. Jury trial is waived to the extent permitted by law. Each party bears its own attorneys’ fees and costs (no fee-shifting), except as awarded under non-waivable law. No class, collective, or representative actions are permitted.
Notices may be delivered by: email, Discord, or Telegram. A notice is deemed received when sent if no bounce/undeliverable within 24 hours. Approved channels:
- Contractor: [email protected]
- Client: [email protected]; Telegram: @dorjeesun
This Agreement (with Exhibits A and B) is the entire agreement and supersedes prior communications. Amendments must be in writing and signed. If any provision is unenforceable, the remainder remains in force. Failure to enforce is not a waiver. Counterparts/e-signatures allowed. First payment or accessing endpoints constitutes acceptance.
Order of Precedence: Body controls over Exhibits if inconsistent.
Survival: §§3 (only for amounts already due), 5–6, 8, 11–14, and 16 survive termination for their stated periods only. There is no automatic renewal and no continuing obligations after the Term except the foregoing.
No public disparagement (e.g., X/Twitter, blogs) during the Term and for 30 days after termination. Carve-outs: lawful compliance; private dispute communications with counsel. Equitable relief is available in Howard County, MD.
Contractor
Bryanlabs LLC
By: Daniel Bryan, Principal
Date: October 07, 2025
Client
(Undisclosed legal person; see §15 and paying wallet)
By: __________________________
Name/Role (if any): __________
Date: ________________________
| Instance | Chain ID | Quantity | RPC | gRPC | REST API | Unit Price (USDC) | Subtotal (USDC) |
|---|---|---|---|---|---|---|---|
| THORChain | thorchain-mainnet-v1 | 2 | Yes | Yes | Yes | 500 | 1,000 |
| Mandatory Restore Bundle (pooled while THORChain is supported) | n/a | 20 | — | — | — | 100 per | 2,000 |
| Noble | noble-1 | 1 | Yes | Yes | Yes | 500 | 500 |
| Cosmos Hub | cosmoshub-4 | 1 | Yes | Yes | Yes | 500 | 500 |
| Kujira | kaiyo-1 | 1 | Yes | Yes | Yes | 500 | 500 |
| Terra | columbus-5 | 1 | Yes | Yes | Yes | 500 | 500 |
| Terra 2 | phoenix-1 | 1 | Yes | Yes | Yes | 500 | 500 |
| Osmosis | osmosis-1 | 1 | Yes | Yes | Yes | 500 | 500 |
| Monthly Total | 6,000 |
Note: Software upgrades are included.
| Month (2025) | Service Window (UTC) | Invoice Due (Advance, UTC) | Service Commences (later of due date or payment confirmation) | Late-Fee Threshold = Due + 168 hours (UTC) |
|---|---|---|---|---|
| October | Oct 1, 00:00 → Oct 31, 23:59 | Oct 12, 00:00 | Later of Oct 12, 00:00 or payment confirmation time | Oct 19, 00:00 |
| November | Nov 1, 00:00 → Nov 30, 23:59 | Nov 1, 00:00 | Later of Nov 1, 00:00 or payment confirmation time | Nov 8, 00:00 |
| December | Dec 1, 00:00 → Dec 31, 23:59 | Dec 1, 00:00 | Later of Dec 1, 00:00 or payment confirmation time | Dec 8, 00:00 |