GENERAL

These Terms apply to users of the Mining Grid Platform (“Platform”) and Mining Grid Services (“Services”) which are provided to you by Mining Grid L.L.C referred to as “Mining Grid” (as well as “We” or “Us”).

ELIGIBILITY

By using the Mining Grid Platform and Services, you represent and warrant that you:

• Are at least Minimum Age and have the capacity to form a legally binding contract;
• Have not previously been suspended or removed from the Mining Grid Platform;
• Have full power and authority to accept these Terms and in doing so, will not violate any other agreement to which you are a party;
• Are not furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us, or through your use of the Mining Grid Platform.
• Will not use the Mining Grid Platform and Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms;
• Are NOT a citizen or resident of the United States of America, Cuba, Iran, North Korea, Syria, or from countries that are affected by an EU or UAE embargo, and that are included in a Sanction list such as the OFAC Sanctions list. Citizens or residents of the aforementioned countries, as well as blacklisted people and entities, are not allowed to use the Services.

Mining Grid maintains the right to select its markets and jurisdictions to operate in and may restrict, suspend, or deny access or usage of its Services in certain countries at any time. Mining Grid may amend or suspend part or the entirety of any Service or Product dependent on the changes of the laws or regulations in a relevant country, or for any reason, without prior notice or liability to the user. We reserve the right to terminate your access to the Mining Grid Platform and Services for any reason and in our sole and absolute discretion. Use of the Mining Grid Platform and Services is void where prohibited by applicable law.

Depending on your country of residence or incorporation of a registered office, you may not be able to use all the functions of the Mining Grid platform or services provided therein. It is your responsibility to follow the rules and laws in your country of residence and/or the country from which you access Mining Grid.

BACKGROUND

1. Mining Grid provides mining software management services, Speed Mining packages, Bitcoin miner sales, and miner hosting to persons and entities from its colocation farm and partner facilities (the “Farm”).
2. Platform users and customers (i.e., “you”) desire to obtain Services from Mining Grid based on the Terms contained in this document.

TERMS OF USE

Mining Grid Services

The Services Mining Grid will provide include Speed Mining packages that can be used to lease mining power, selling and installing, configuring any miner software management, hosting, and maintaining the Bitcoin mining equipment (“your equipment”), monitoring the performance of your hosted equipment, and providing the electricity, networking interconnectivity, cooling, and associated facilities and staffing necessary for your equipment to mine for Bitcoin (collectively, the “Services”).

Mining Grid Service Initiation

To begin obtaining Mining Grid Services, you must begin by selecting a package, and subscribe to Mining Grid mining management software (or “Spot License”) on our website, www.miningrid.com.

If you wish to purchase miners from us, that can also be done on our website. Prior to Mining Grid providing the Services to you, you must complete the first Hosting payment deposit as stated on the website.

In the case of a Speed Mining package, you must pay an advance non-refundable payment in full for the selected package and duration.

Customer Information

When you place an order online, you are required to provide us with information about you, including your name, physical address, billing address, email address, and phone number (“Customer Information”). We will rely on this Customer Information. It is your obligation to provide us with the correct Customer Information and to ensure we always have up-to-date information. The individual or entity you designate as the Customer on the order is the owner of your account. If we receive knowledge that there is a dispute regarding ownership of an account to which you are associated, we may lock the

account and prohibit a transfer of the account until the dispute is resolved to Mining Grid’s sole satisfaction.

Responsibility for Mining Decisions

You are undertaking Bitcoin mining for your benefit and at your own risk. You are solely responsible for making all significant choices related to Bitcoin mining, including the Speed Mining package and the type and number of Bitcoin miners to purchase, when and whom to sell any Bitcoin, the re-sale of your miners, whether to convert any mined Bitcoin to another cryptocurrency or to fiat currency and how to complete such a conversion. If you ask for recommendations, we may communicate options or opinions to you, although you accept all responsibility for the decisions you make regarding your Bitcoin mining. Please note that some of your choices may be limited by Mining Grid’s software, systems, capacity to provide the Services, and other factors. If you are not happy with the options Mining Grid offers to you, please do not go ahead with using these Services.

Monitoring the Performance of Your Hosted Equipment

After Mining Grid activates a Speed Mining package or connects each miner in your equipment to the Mining Grid Services, we will generate a code for each of the miners we are managing for you. Mining Grid will monitor the performance of your equipment to the extent we are able to do so.

Repairs, Maintenance, and Changes for hosted miners

• Support Requests:
  If you identify that any of your hosted equipment or Speed Mining package is not performing to its specifications, you must submit a support request via email only to info@miningrid.com. Each request will be assigned a unique ticket reference number. All communication with regard to support requests will be handled through Mining Grid’s email account.
• Repairs and Maintenance:

  Routine maintenance services, such as occasionally

  rebooting a miner are included as part of the Hosting Fees. Non-routine maintenance and repair services, such as replacing the controller board on a miner or fans, are not included in the Hosting Fees. Mining Grid reserves the right, in its sole discretion, to determine if a certain type of repair or maintenance is routine and included in the Hosting Fees or if it is not. If repair or maintenance services are required for your equipment that is outside the scope of the routine services paid for through the Hosting Fees, you are responsible for communicating to Mining Grid your decision regarding repairing or maintaining your equipment in such context. You are not entitled to a reduced or prorated fee should your equipment require repair by Mining Grid or a third-party repair center. You remain responsible for the full contract amount when your equipment is being repaired.

Customer Responsibilities

• Mined Bitcoin:
  Mining Grid does not have the ability to access any Bitcoin mined by your equipment. We only provide a non-custodial wallet that is linked to your account and receives all the Bitcoin that is mined. Thereby, you are responsible for maintaining and controlling your digital currency wallet.
• Taxes and Finances:
  You are responsible for all tax, accounting, and financial obligations that result from your Bitcoin mining activities, including any applicable import and export taxes for your equipment.
• Communication:
  You are solely responsible for providing us with any information we require for providing the Services, including giving us instructions with respect to items of your equipment that are broken and need repairs or part replacements that are outside the scope of the routine maintenance services included in the Hosting Fees.
• Account Credentials:
  You must safeguard your Mining Grid account credentials. If you believe your Mining Grid account credentials were compromised, you need to let us know immediately. You must never provide any of your account secret phrases and passwords to Mining Grid, including any officer, employee, or person purporting to be an agent of Mining Grid. We have no need for your passwords and do not ask you to ever share them.

Restricted Activities

• You may not use your equipment or the Services to conduct any business or activity or solicit the performance of any activity for any illegal, fraudulent, unauthorized, or improper purposes.
• You may not engage in activity that may be reasonably interpreted to be malicious or harmful.
• You must comply with all applicable constitutions, laws, ordinances, principles of common law, codes, regulations, statutes or treaties and all applicable orders, rulings, instructions, requirements, directives or requests of any courts, regulators or other governmental authorities in connection with your equipment and your use of the Services.
• You will NEVER attempt to:
  
  1. Access the Farm or the Services without consent from Mining Grid;
  2. Access your hosted equipment without notice to Mining Grid;
  3. Interfere in any manner with the provision of the Services or otherwise abuse the Services or Mining Grid’s software.

We reserve the right to prohibit uses that are not set out above if we have a reasonable belief that they will damage Mining Grid, interfere with our ability to provide the Services, or interfere with the rights or expectations of other Mining Grid customers.

Customer’s Representations and Warranties

You make the following representations and warranties in favor of Mining Grid, as of the date you first read and accept these Terms and Conditions, or any date that you submit an order to Mining Grid:

• You have the power, authority, and legal right to accept these Terms and perform your obligations, as outlined in this document;
• These Terms constitute the valid and legally binding obligation you have in accordance with them, except as limited by general equitable principles and applicable bankruptcy, insolvency, and other laws of general application affecting enforcement of creditors’ rights generally;
• You are a sophisticated investor and are able to bear the economic risk associated with Bitcoin mining. Your overall commitment to investments in Bitcoin mining, including your equipment, is not disproportionate to your net worth. You have adequate means of providing for your current needs, have personal and family contingencies, and will NEVER need to liquidate your investment in the Bitcoin mining equipment. You are financially able to bear the economic risk of becoming a Bitcoin miner, including bearing losses should the results of mining not recoup its costs;
• You acknowledge the receipt and careful review of these binding Terms and Conditions, and have been furnished with all information regarding the Services that you requested or desired to know;
• You have been advised that you have the right to seek your own legal counsel to review these Terms and Conditions prior to going forward.
• You acknowledge that Bitcoin mining, holding, and transacting may involve tax consequences and legal implications and that Mining Grid has proffered no tax or legal advice to you.
• You agree that the Services are not an investment contract or any other type of security under any securities laws. As such, you are not entitled to the protections afforded to those transacting in securities under such securities laws;
• You acknowledge there may be theoretical or practical competition between Mining Grid and you with respect to Bitcoin mining. You must waive all potential and existing conflicts of interest that Mining Grid may have in providing the Services to you or otherwise;
• You possess the knowledge and experience to use the Services effectively and take full responsibility for all outcomes and implications of your Bitcoin mining activities; AND
• You understand that no data transmission over the internet is guaranteed to be secure. Mining Grid is not responsible for the security of information transmitted over the Internet. The security of our network is maintained according to generally accepted industry standards.

Mining Grid’s Representations and Warranties

We represent and warrant you, as of the date you accept these Terms and Conditions that we have the power, authority, and legal right to enforce these Terms and perform our obligations mentioned in this document.

General Disclaimers

Other than the foregoing sentence, Mining Grid makes no representations or warranties to you, and any implied warranties are expressly disclaimed. The services are provided “AS-IS”, “WHERE-IS”, and “WITH ALL FAULTS” and you accept the services at your own risk. In particular, Mining Grid makes no

warranties whatsoever about the general information we provide on our website or otherwise.

We do not make, and hereby disclaim, all other expressed and/or implied warranties, including warranties of merchantability, fitness for a particular purpose, noninfringement, title, and any warranties arising from a course of dealing, usage, or trade practice. Without limiting the generality of the foregoing, we do not warrant that the services will meet any or all of your expectations or that the services will be uninterrupted, error-free, or completely secure.

No employee or agent is authorized to make any warranty on our behalf.

Malware Disclaimer

Notwithstanding any provision herein to the contrary, while Mining Grid uses commercially reasonable practices to identify, screen, and prevent the introduction of, and will never knowingly introduce any, viruses, trojan horses, worms, spyware, back doors, email bombs, malicious code, or similar items (collectively, “malware”) into or through your equipment. Mining Grid makes no representation or warranty that malware will not infect or affect your equipment and we have no liability in respect of any malware, including liability based upon a claim of negligence, strict liability, or other fault but excluding Mining Grid’s gross negligence or intentional misconduct.

No Transfer of Intellectual Property Rights

These Terms and Conditions do not transfer to you any ownership, interest, or proprietary rights in any software, technology, work, processes, or other property or rights of Mining Grid (or any part thereof), and all rights, titles, and interests in and to the foregoing will remain solely with Mining Grid.

Mining Grid Service Levels

• Power Availability:
  Mining Grid will use commercially reasonable efforts to ensure that Services are available but makes no claims to uptime and provides no guarantees to power availability.
• Exceptions to Power Availability:
  Power Availability is reduced by any of the following:
  
  1. Scheduled routine maintenance;
  2. Planned and periodic relocations of your equipment;
  3. An event considered as Force Majeure;
  4. An event we reasonably deem to be an emergency;
  5. An issue with any software, data, hardware, or network outside Mining Grid’s direct control;
  6. Outages or disruptions caused by a third party outside Mining Grid’s direct control;
  7. Any suspensions due to your late payment;
  8. Market fluctuations in power pricing or other increases to Mining Grid’s operating costs.
• Relocation of Your Equipment:
  We will not randomly or spontaneously relocate your equipment. However, we may relocate it as necessary to accommodate changing operational needs in the Farm and such relocation will result in a reduction to the Availability Target.
• Environmental Temperature:
  Mining Grid will use commercially reasonable efforts to ensure that the supply inlet air temperature and the relative humidity in the Farm meet the operating specifications provided by the manufacturer(s) of your equipment.

• Emergency:
  In an emergency, the Farm will take precedence over your equipment.
  Mining Grid may remove or rearrange your equipment during an emergency without any liability to you or any individual or entity associated with you.
  You hereby acknowledge this waiver of liability in the event of emergencies.

Mining Device Order

To submit a Mining Device Order via the Mining Grid account, you must have an active Mining Grid Spot license that allows you to connect mining machine and pay the associated fees.

Post this, you can explore the options of mining devices available for sale on the website and check the location, power, and delivery terms. If you are satisfied with everything, select a device and then proceed to checkout. The standard delivery term to activate a device is 90 days from placing the order and sometimes we might face delays affected by market conditions.

You must agree to these Terms. You are liable to verify all conditions to make sure that the mining device(s) provided is functional. These conditions also include the full settlement of advance deposit, installation charges, and monthly electricity bills, apart from the physical components of the device.

You must also pay an applicable processing fee to Mining Grid for the services provided. Our fees are deducted from you once the whole order is completed. Please refer to the Mining Grid website, for more information about the fees that are applicable at the time of provision of Services. Mining Grid reserves the right to change these fees according to the provisions to change these Terms at any time for any reason. The changed fees will apply only to the Services provided after the change of the fees. All orders submitted prior to the fee change but not necessarily completed prior to the fee change will be charged according to the fees applicable at the time of the submission of the order.

Mining Grid will attempt, on a commercially reasonable basis, to execute your purchase of the Speed Mining and mining device(s) on the website under these Terms according to the best-effort delivery approach. In this respect, Mining Grid does not guarantee that the mining device(s) will be delivered on time and does not guarantee any quality of the device(s) provided. Mining Grid may connect computing power equivalent to the ordered device power after a successful device order until the ordered device is delivered and connected in the hosting facility.

WARRANTY DISCLAIMER

• Mining Grid makes no warranties or guarantees related to the availability of service or the operating temperature of the farm or partner facilities. The service and the farm provided by Mining Grid is provided “AS IS.”
• Mining Grid does not provide mechanical cooling or backup power and the Farm is subject to swings in the local temperature, wind, humidity, etc.
• Mining Grid makes no warranty whatsoever, including any:
  
  1. Warranty of merchantability;
  2. Warranty of fitness for a particular purpose;
  3. Warranty against interference.
• Mining Grid does NOT warrant that
  
  1. The service shall be available 24/7 or free from interruptions;
  2. The service shall meet your requirements;
     OR
  3. The service shall provide any function not described in this document.

Mining Devices Profitability Risk

You acknowledge that there is risk associated with the profitability of the mining device provision and that you have been fully informed and warned about it. You acknowledge that all mining device earnings estimates and profitability calculations are only for informational purposes. Mining Grid does not warrant that your device(s) would achieve the same profitability or earnings as calculated on the Platform. There is a risk that your mining device would not produce the desired mining power quantity and quality and that your produced mining power would differentiate from the information provided on the Mining Grid platform leading to a lesser mining reward. There is also a risk that your mining device(s) will not be profitable at all.

Speed Mining Profitability Risk

The value of cryptocurrencies, including Bitcoin, is inherently volatile, which may impact the profitability of Speed Mining operations depending upon market fluctuations. Furthermore, the mining difficulty levels also keep increasing within cryptocurrencies, which may lead to potential fluctuations in BTC earnings. You must conduct a comprehensive risk assessment concerning potential rewards. Legal compliance, including adherence to prevailing laws, regulations, and licensing mandates governing cryptocurrency mining, inclusive of taxation obligations, is imperative for users. Service availability, though diligently pursued by Mining Grid, may be subject to temporary interruptions due to maintenance or unforeseen emergencies. Mining Grid explicitly reserves the right to suspend, terminate, or modify Speed Mining services. You must make timely payments for the leased mining power, depending on the selected package and lease duration, to avoid service suspension or termination. These payments will be made in advance and are non-refundable.

You expressly acknowledge Mining Grid’s non-liability for direct or indirect damages arising from Speed Mining service utilization, assuming full responsibility for associated risks. Speed Mining packages, post-activation, may experience momentary interruptions due to unforeseen circumstances. Mining Grid commits to extending the affected period as needed, ensuring due diligence in service continuity.

SECURITY

• Mining Grid uses encryption to the degree we deem advisable, and we take seriously our obligation to safeguard your Customer Information (“CI”). However, Mining Grid is not liable for any

  security breach that results in the disclosure of your CI to third parties unless due to Mining Grid’s gross negligence or intentional misconduct.

FEES AND TAXES

• Subscription Fees:
  A non-refundable fee is required for the Mining Grid Spot License to reserve your Spot, set up your account, and make it eligible to add mining power based on the subscription tier. The subscription fee is determined by the mining power limit and the number of months you commit to subscribing to our services. The billing cycle begins on the day you subscribe to the Mining Grid Spot License and is based upon a 365-day calendar divided by 12 months. It currently has three subscription tiers as follows:

  

• Non-recurring Charges:
  We may require that you pay certain non-recurring charges, such as miner cost, delivery expenses, customs and exportation fees, and repair fees to Mining Grid or third-party providers to which we send any damaged items of your equipment if you request us to repair such items. Payment of any outstanding non-recurring charges is a condition precedent to our obligation to provide the Services to you.
• Speed Mining Fees:
  A non-refundable fee is required to be paid up-front for Speed Mining packages, depending upon the Spot license tier, package selected, and duration.
• Hosting Fees:
  The payment for hosting (so-called “Hosting Fee”) is a fee invoiced every three months. It is paid in advance and is issued at the start of each quarter. It is due immediately after issuance and is determined as per the expected combined costs of electricity, infrastructure, and management fees defined in the form of technical inspection that includes:

  a. Costs of providing the mining devices with electrical power;

  b. Costs of Internet connection and use of communication channels;

  c. Physical and technical security of the devices;

  d. Custom-developed mining monitoring and reporting software, ensuring optimal climate; AND

  e. Services for placing mining devices in specialized racks.

• Merchant Fees:
  Any payment due hereunder that is made by credit card will be subject to approximately a 4% processing fee. All incoming bank wires or cashier’s checks are accepted with no processing or merchant fees.

• Platform Fees:
  The Platform Fees consist of Transaction Fees, which are calculated as 2% of each transaction you make on the platform, and Mining Fees, which constitute 10% of your mining earnings.
• Promotional Offers:
  From time-to-time Mining Grid may extend promotional offers with new Terms that modify our standard terms, including changing the Subscription Fees and non-recurring charges. Special promotions typically apply to new customers only. If you terminate the Services with a special promotion, we will remove the discount or other benefit from the special promotion, which may result in additional fees, nonrecurring charges, and associated taxes.

• Adjustments:
  Mining Grid shall make adjustments to any Service Fee as determined by Mining Grid for changes in the mining market and foreseeable changes in operating costs.
• Late Payments:
  If you do not make any payment due within forty-eight (48) hours of the invoice due date, your account will be considered delinquent, and we may suspend the Services at any time. You are responsible for all charges we incur because of your delinquency, including collection charges.
• Taxes:
  You are responsible for all taxes assessed by local, state/provincial, and/or federal authorities regardless of your physical location. If these taxes are assessed on us, based on the Services we provide to you, and we are required to pay these taxes, they will be billed to you, in addition to a reasonable special handling and processing fee. You are not responsible for any taxes based on Mining Grid’s income.

Refund Policy

• You are entitled to raise a refund request for non-recurring payment for a purchased miner within two (2) days after placing an order. The refund request can be accepted within two (2) days of receipt and is subject to scrutiny and approval by Mining Grid. In the event we decide to refund, the refund will be done only through the original payment mode and will be processed within ten (10) to forty-five (45) days, depending on the bank issuing the credit card.
• The charges collected in advance for the use of the hosting, Speed Mining and software subscription service are non-refundable. Once you select a subscription plan and provide billing information, the first payment is due immediately. With regards to downgrades or cancelation of a subscription for the hosting, Speed Mining package, or Spot License subscription, Mining Grid does not issue refunds or credits for partial months of service.
• We reserve the right to refuse/cancel a subscription to any of the Services bought from Mining Grid. If we refuse a new or renewing subscription/hosting, you will be offered a refund on a prorated basis of pending days in the subscription plan bought.
• The above policies apply to all the Services listed on www.miningrid.com unless otherwise noted in the corresponding materials.

Default in Payments

If you fail to pay any non-recurring charges, or applicable service charges when due, Mining Grid may immediately suspend the Services. If you fail to pay any hosting deposit fee, recurring and non-recurring charges, or applicable service charges when due, Mining Grid may immediately suspend the Services and charge a reactivation fee of 100 USD after settling the due payments to reactivate the account. If the hosting deposit remains unsettled for 3 months, Mining Grid reserves the right to transfer device ownership to the company or any other user as deemed necessary.

TERM AND TERMINATION

The term begins on the date all the following are completed:

• You accept these Terms and Conditions.
• You subscribe to Mining Grid’s license via Mining Grid’s website.
• Mining Grid sets up your account and connects your equipment or Speed Mining package to you Spot.
• You pay all upfront fees required by Mining Grid.

The initial term of these Terms is the contractual time period you select in the order. Upon expiration of the said time period, you must renew it manually.

Termination for Cause

Mining Grid may terminate the term for cause immediately following written notice to you, if you:

• Fail to make any payment(s) when due pursuant to these Terms and Conditions;
• Breach, repudiate, violate, or fail to perform or fulfill any covenant, agreement, or provision of these Terms and Conditions;
• Make or are deemed to have made any representation or warranty under these Terms and Conditions that is incorrect or misleading in any material respect;
• Consolidate or amalgamate with or merge into, or transfer all or substantially all of your assets or reorganize or reconstitute into or as, another entity, and the resulting, surviving or transferee entity fails to assume all of your obligations under these Terms and Conditions;
  AND
• Dissolve, liquidate, seek protection under any bankruptcy or insolvency law or proceeding or similar law affecting creditors’ rights, become insolvent or are unable to pay your debts or fail or admit in writing your ability generally to pay your debts as they become due (each event, a “Default”).

Mining Grid’s Right to Terminate for Good Cause

We may terminate the Services at any time immediately after providing you with written notice of a Good Cause. “Good Cause” exists if:

• The Services become cost prohibitive;
• You engage or threaten to engage legal counsel who contacts Mining Grid or our legal counsel regarding a dispute between you and Mining Grid;
• In Mining Grid’s good faith determination, you repeatedly place unreasonable demands on Mining Grid or consume a significantly disproportionate amount of the time and efforts of the Mining Grid parties relative to the volume of the Services purchased by you.

INSURANCE

• You will obtain and maintain adequate insurance coverage for the mining equipment.
• You agree to look exclusively to your insurer to recover for injury or damage in the event of any loss or injury, and release and waive all rights of recovery against Mining Grid and its agents, affiliates, subsidiaries, officers, directors and employees.
• Mining Grid provides no insurance on your equipment and will offer no remedy or repayment for financial losses resulting from damage or loss while Mining Grid provides Services.

LIMITATIONS OF LIABILITY

• No Consequential-Type Damages:
  Mining Grid, our licensors, agents, employees, officers and/or third-party vendors (“Mining Grid parties”) are not liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages whatsoever, including damages for lost profits, cost savings, revenue, business, data or use, or any other pecuniary loss by you or any other third party arising out of, or relating to, or in connection with these Terms and Conditions, regardless of:
  
  1. Whether such damages were foreseeable;
  2. Whether we were advised of the possibility of such damages;
  3. The legal or equitable theory (contract, tort, or otherwise) upon which the claim is based;
  4. The failure of any agreed or other remedy of its essential purpose.

Disputes Governing Law

These Terms shall be governed, construed, and enforced in accordance with the Laws of the United Arab Emirates (or “UAE”) and shall be interpreted in all respects as a UAE contract. Any transaction, dispute, controversy, claim, or action arising from or related to your access or use of the Mining Grid platform, or these terms and conditions likewise shall be governed by the laws of the UAE, exclusive of choice-of-law principles.

The rights and remedies conferred on Mining Grid by, or pursuant to, these Terms are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to Mining Grid at law.

Mining Grid may transfer its rights and obligations under these Terms to other entities, or any other firm or business entity that directly or indirectly acquires all or substantially all the assets or business of Mining Grid. If you do not consent to any transfer, you may discontinue and

Terms are not boilerplate. If you disagree with any of them, believe that they should not apply to you. Or if you wish to negotiate them, please contact us and immediately navigate away from our Platform.

Do not use the Mining Grid Platform or Services, or other related services until you and Mining Grid have agreed upon a new set of Terms and Conditions.