Terms & Conditions

IMPORTANT LEGAL NOTICE. THIS AGREEMENT IS A COMPREHENSIVE, INDUSTRIAL-GRADE HOSTING AND HARDWARE OWNERSHIP AGREEMENT[cite: 108]. IT CONTAINS EXTENSIVE DISCLAIMERS, MULTIPLE LAYERS OF LIMITATION OF LIABILITY, STRICT ENFORCEMENT MECHANISMS, AND A MANDATORY ICC ARBITRATION PROVISION[cite: 109]. BY ACCEPTING THIS AGREEMENT, THE USER IRREVOCABLY WAIVES CERTAIN RIGHTS, INCLUDING THE RIGHT TO LITIGATE IN COURT OR CLAIM ANY FORM OF GUARANTEED PERFORMANCE OR PROFITABILITY[cite: 110].

1. PARTIES, ACCEPTANCE, AND FORM OF AGREEMENT

This Terms and Hosting Service Agreement (the “Agreement”) is entered into by and between the purchaser of the Services (the “User”) and FUTURA LTD, a company incorporated in the BVI under registration number 2108366, Tortola, British Virgin Islands (the “Company”)[cite: 111]. This Agreement is concluded electronically as a click-wrap agreement[cite: 112]. By clicking “Accept”, completing a purchase, transferring funds, or otherwise confirming an order, the User expressly acknowledges that it has read, understood, and irrevocably agreed to be bound by this Agreement in its entirety, without limitation, reservation, or reliance on any external representations[cite: 112].

2. DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement, capitalized terms shall have the meanings assigned to them herein[cite: 113]. Words importing the singular shall include the plural and vice versa, and references to sections are references to sections of this Agreement unless otherwise stated[cite: 114]. Headings are inserted solely for convenience and shall not affect the interpretation, scope, or enforceability of any provision of this Agreement[cite: 115].

3. STRUCTURE AND NATURE OF SERVICES (TURNKEY MODEL)

The Company shall provide a fully managed, turnkey cryptocurrency mining solution pursuant to which the Company shall, at its sole and absolute discretion, procure, source, transport, install, configure, host, operate, monitor, optimize, maintain, repair, replace, reassign, consolidate, relocate, or retire cryptocurrency mining hardware (the “Hardware”)[cite: 116]. The User acknowledges that the User has no right to possession, access, control, inspection, operational input, or technical direction with respect to the Hardware, the hosting facilities, the mining pools, the firmware, the software stack, or any third-party service providers[cite: 117]. All operational, commercial, and technical decisions shall be made exclusively by the Company and may be implemented with or without prior notice to the User[cite: 118].

4. FRACTIONAL HARDWARE OWNERSHIP

The core product offered under this Agreement is the sale of fractional ownership interests (“Fractions”) in specific, physical cryptocurrency mining machines[cite: 119]. A User may purchase one or more Fractions of a Miner, up to the total number of Fractions allocated to that Miner[cite: 120]. Fractional ownership grants the User solely a proportional entitlement to the cryptocurrency mining rewards generated by the applicable Miner or, where applicable, equivalent hashrate allocated by the Company[cite: 121]. Fractional ownership does not grant any right of possession, access, inspection, governance, voting, lien, or security interest in the Hardware, and shall not be construed as conferring any form of partnership or co-ownership beyond the limited economic entitlement expressly described herein[cite: 122].

The User shall have the right to request physical possession and withdrawal of a Miner from the hosting facility solely in the event that either:

• (a) the User holds one hundred percent (100%) ownership of all Fractions of such specific Miner[cite: 123]; or
• (b) all Fraction owners of such specific Miner jointly and unanimously request physical possession and withdrawal of that Miner[cite: 124].

Partial ownership of Fractions shall not, under any circumstances, entitle a User to request, demand, or obtain physical possession of any Hardware[cite: 125]. Any request for physical possession and withdrawal of a Miner shall be subject to the Company’s prior written approval and shall be processed exclusively in accordance with the Company’s technical, operational, and security procedures[cite: 126]. The Company shall have no obligation to comply with any such request where compliance would be impracticable, unlawful, technically infeasible, or disruptive to ongoing operations[cite: 127].

In all cases where physical possession and withdrawal of a Miner is approved, the requesting User(s) shall bear and prepay all costs and expenses associated with such withdrawal, including, without limitation, costs of de-installation, disconnection, technical labor, handling, packaging, transportation, insurance, customs clearance, export or import duties, and any other logistical or administrative expenses incurred[cite: 128]. The Company shall not be liable for any delay, damage, loss, or deterioration of the Hardware arising in connection with the withdrawal, transportation, or subsequent use of the Miner following physical delivery[cite: 129].

5. ALL-INCLUSIVE HOSTING, MANAGEMENT, AND ELECTRICITY SUPPLY

The purchase price of Fractions includes a bundled, all-inclusive hosting and management service package for the entire Service Term[cite: 130]. Such Services include, without limitation, procurement and logistics, installation and configuration, continuous operational management, performance monitoring, routine and emergency maintenance, cooling, physical security, network connectivity, and facility infrastructure (collectively, the “Services”)[cite: 131].

The User further acknowledges and agrees that, upon purchase of the mining equipment or related Fractions, the purchase price includes the cost of electricity necessary for the operation of such equipment for an initial period of twelve (12) months from the date the equipment becomes operational (the “Initial Electricity Period”)[cite: 132]. The electricity for the Initial Electricity Period is prepaid and included in the purchase price[cite: 133]. Following the expiration of the Initial Electricity Period, continued operation of the mining equipment shall require the User to purchase electricity supply for additional one-year periods in advance[cite: 134]. Electricity for each subsequent twelve (12) month period shall be charged according to the price list or tariff schedule applicable at the time of renewal, as determined and published by the Provider[cite: 135].

The Provider shall notify the User in advance of the upcoming expiration of the Initial Electricity Period or any subsequent electricity supply period and invite the User to purchase electricity for the following twelve (12) month period[cite: 136]. If the User fails to purchase and pay for the electricity supply for the next period within the deadline specified in such notice, the Provider shall have the right, without liability, to suspend the operation of the mining equipment associated with the User and disconnect it from the electricity supply until such time as the applicable electricity supply fee is duly paid[cite: 137]. During any period of suspension resulting from non-payment for electricity supply, the Provider shall have no obligation to operate the mining equipment, and the User shall not be entitled to any compensation, damages, or lost mining rewards resulting from such suspension[cite: 138].

6. PRICING DISCLAIMER AND MARKET VARIABILITY

The price of Fractions is determined based on prevailing hardware market prices, anticipated electricity costs, and other operational and economic factors at the time of purchase[cite: 139]. The Company does not guarantee price stability, and prices may change without notice[cite: 140]. The User acknowledges that historical pricing is not indicative of future pricing and that market volatility is inherent to the cryptocurrency mining industry[cite: 141].

7. USER PAYMENT OBLIGATIONS AND NO-REFUND POLICY

The User shall pay the full purchase price in a single, upfront payment[cite: 142]. Deployment and activation of Services shall not commence until payment has been irrevocably received and confirmed by the Company[cite: 143]. ALL SALES ARE FINAL AND NON-REFUNDABLE[cite: 144]. The User irrevocably waives any right to refunds, cancellations, reversals, or chargebacks, regardless of changes in market conditions, mining difficulty, cryptocurrency prices, regulatory developments, or the User’s personal circumstances[cite: 144].

8. WALLET ADDRESS AND PAYOUT RESPONSIBILITY

The User is solely responsible for providing a valid and accurate Bitcoin (BTC) wallet address for the receipt of mining rewards[cite: 145]. The Company shall not be liable for any loss of rewards resulting from incorrect, inaccessible, compromised, or misconfigured wallet addresses[cite: 146]. Any change to the designated wallet address must be submitted through official Company channels and may be subject to security verification procedures[cite: 147].

9. HARDWARE MODEL DISCLAIMER, SUBSTITUTION, AND REPLACEMENT

Any reference to specific Miner models is illustrative only[cite: 148]. The Company reserves the right to substitute advertised models with alternative models of equivalent or superior specifications[cite: 149]. The Company may further replace or reassign Hardware or Fractions without User consent due to obsolescence, supply constraints, operational optimization, or other legitimate business reasons, provided that the User’s proportional hashrate entitlement is preserved or improved[cite: 150].

10. MINING POOL MANAGEMENT

The Company shall determine, in its sole discretion, the mining pool(s) to which Hardware is connected[cite: 151]. Individual Fraction owners shall have no unilateral right to change mining pools[cite: 152]. A pool change request shall only be considered if all Fraction owners of the relevant Miner unanimously agree and pay any applicable administrative fees, and only where technically feasible[cite: 153].

11. MAINTENANCE, UPTIME, AND HASHRATE CONTINUITY

Hardware may be subject to manufacturer warranties, the enforcement of which shall be managed by the Company[cite: 154]. To mitigate downtime, the Company may utilize reserve Hardware or procure equivalent hashrate from third-party providers during periods of failure, repair, initial deployment, or relocation[cite: 155]. The User acknowledges that no uptime, hashrate, or continuity guarantee is provided and that such measures are provided on a best-efforts basis only[cite: 156].

12. SERVICE TERM AND COMMENCEMENT OF MINING OPERATIONS

The Service Term shall be fixed at three (3) years and shall commence on the date the allocated Miner or equivalent hashrate begins active mining operations[cite: 157]. Subject to hardware availability and operational readiness, the Company shall endeavor to commence mining within seventy-two (72) hours following payment confirmation, provided that delays shall not constitute a breach[cite: 158].

13. END-OF-TERM LIQUIDATION AND PROCEEDS DISTRIBUTION

Upon expiration of the Service Term, the Company shall decommission and sell the Hardware on the secondary market on behalf of the Fraction owners[cite: 159]. The Company may deduct a liquidation and administrative fee of up to twenty percent (20%) or more, depending on actual costs incurred, prior to distributing net proceeds to Fraction owners on a pro rata basis[cite: 160].

14. EARLY TERMINATION BY MAJORITY VOTE

Fraction owners representing more than fifty percent (50%) of the total hashrate of a Miner may elect to terminate the Service prior to the end of the Service Term[cite: 161]. Minority Fraction owners shall be bound by such decision[cite: 162]. Any unused prepaid electricity associated with early termination shall be forfeited and shall not be refunded[cite: 162].

15. FACILITY CLOSURE AND RELOCATION

In the event of hosting facility closure or unavailability, the Company may relocate Hardware to an alternative facility of comparable standard[cite: 163]. Temporary service interruptions may occur and shall not constitute a breach[cite: 164]. Relocation costs may be allocated where required by circumstances beyond the Company’s reasonable control[cite: 165].

16. PAYOUTS, PERFORMANCE, AND CRYPTOCURRENCY DISCLAIMERS

Mining rewards are paid directly from mining pools to the User’s wallet[cite: 166]. The Company bears no responsibility for pool fees, orphaned blocks, blockchain congestion, protocol changes, software bugs, or network delays[cite: 167]. The Company makes no representation or guarantee regarding profitability, output, or return on investment[cite: 168].

17. COMPLIANCE, SANCTIONS, AND RESTRICTED JURISDICTIONS

The User represents and warrants that it is not located in, organized under, or a resident of any jurisdiction subject to comprehensive sanctions and that it is not a sanctioned individual or entity[cite: 169]. The Company may suspend or terminate Services without liability where required to comply with applicable laws, sanctions, or regulatory obligations, or where the Company determines, in its sole discretion, that continued service presents legal or compliance risk[cite: 170].

18. RISK ACKNOWLEDGMENT

The User acknowledges that cryptocurrency mining involves substantial financial, technical, operational, and regulatory risk[cite: 171]. The User assumes all such risks and agrees that the Company shall not be responsible for any resulting losses or damages[cite: 172].

19. LIMITATION OF LIABILITY AND INDEMNIFICATION

To the maximum extent permitted by law, the Company’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amount paid by the User[cite: 173]. The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages[cite: 174]. The User agrees to indemnify and hold harmless the Company from any claims arising from the User’s breach of this Agreement or misuse of the Services[cite: 175].

20. FORCE MAJEURE

The Company shall not be liable for failure or delay in performance resulting from events beyond its reasonable control, including acts of God, regulatory actions, power outages, supply chain disruptions, or network failures[cite: 176]. Performance obligations shall be suspended for the duration of such events without liability[cite: 177].

21. AMENDMENTS AND UNILATERAL MODIFICATION

The Company reserves the right to amend or modify this Agreement upon reasonable notice[cite: 178]. Continued use of the Services following such notice shall constitute acceptance[cite: 179]. If the User does not accept the amended terms, the Company may, at its discretion, terminate Services and liquidate the User’s Fractions subject to applicable fees[cite: 180].

22. GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands[cite: 181]. Any dispute shall be finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (ICC)[cite: 182]. The seat of arbitration shall be designated by the Company, failing which it shall be Dubai, United Arab Emirates[cite: 183].

23. ENTIRE AGREEMENT AND SURVIVAL

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications[cite: 184]. Provisions relating to liability, compliance, arbitration, indemnification, and risk acknowledgment shall survive termination[cite: 185].

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ANNEX A – TECHNICAL AND OPERATIONAL DISCLOSURES

(This Annex forms an integral part of the Terms and Hosting Service Agreement)[cite: 186]. This Annex A sets forth detailed technical, operational, infrastructural, and procedural disclosures relating to the cryptocurrency mining hardware, hosting environment, operational methodologies, and risk allocation applicable to the Services provided by the Company[cite: 186]. This Annex is incorporated by reference into the Agreement and shall be binding upon the User[cite: 187].

• A1. HARDWARE SPECIFICATIONS AND VARIABILITY: Cryptocurrency mining hardware is subject to inherent manufacturing tolerances, component variability, firmware differences, and performance deviations[cite: 188]. Hashrate, power efficiency, and operational stability may vary between individual units of the same model[cite: 189]. Manufacturer specifications represent optimal laboratory conditions and do not constitute performance guarantees under real-world operating environments[cite: 190].
• A2. FIRMWARE, SOFTWARE, AND CONFIGURATION MANAGEMENT: The Company retains exclusive authority to select, deploy, update, downgrade, or modify firmware and software configurations[cite: 191]. Firmware updates may materially alter performance characteristics, power consumption, stability, or compatibility[cite: 192]. The User acknowledges that such changes may be implemented without notice and may have positive or negative impacts on mining output[cite: 193].
• A3. ELECTRICAL INFRASTRUCTURE AND POWER QUALITY: Mining operations depend on complex electrical infrastructure, including transformers, switchgear, distribution panels, and power delivery systems[cite: 194]. Variations in voltage, frequency, load balancing, or grid stability may affect Hardware performance or result in temporary shutdowns[cite: 195]. The Company does not guarantee uninterrupted or defect-free power supply[cite: 196].
• A4. COOLING, ENVIRONMENTAL, AND CLIMATE CONDITIONS: Hardware performance is sensitive to ambient temperature, humidity, airflow, and particulate exposure[cite: 197]. Cooling systems may include air cooling, immersion cooling, or hybrid solutions[cite: 198]. Environmental fluctuations, seasonal conditions, or facility constraints may reduce effective hashrate or require throttling to protect Hardware integrity[cite: 199].
• A5. NETWORK CONNECTIVITY AND LATENCY: Mining operations rely on continuous network connectivity to mining pools[cite: 200]. Network latency, packet loss, routing failures, DDoS attacks, or upstream provider outages may result in stale shares, orphaned blocks, or reduced rewards[cite: 201]. The Company does not guarantee network uptime or latency performance[cite: 202].
• A6. MINING POOL DYNAMICS AND STATISTICAL VARIANCE: Mining rewards are subject to probabilistic outcomes inherent to proof-of-work systems[cite: 203]. Pool performance may fluctuate due to hashrate distribution, pool luck, fee structures, and pool-side operational decisions[cite: 204]. Short-term deviations from expected reward levels are normal and do not constitute underperformance[cite: 205].
• A7. MAINTENANCE, FAILURE, AND REPLACEMENT PROCEDURES: Hardware components may fail due to wear, thermal stress, electrical faults, or manufacturing defects[cite: 206]. Maintenance activities may require temporary shutdowns, and replacement timelines are subject to parts availability, logistics constraints, and warranty processing times[cite: 207]. Temporary hashrate substitution may be used at the Company’s discretion[cite: 208].
• A8. RELOCATION, FACILITY CONSOLIDATION, AND GEOGRAPHIC RISK: The Company may relocate Hardware between facilities for operational, regulatory, or economic reasons[cite: 209]. Relocation may result in temporary service interruption, changes in power cost structure, or different environmental conditions[cite: 210]. Geographic and jurisdictional risks may vary between hosting locations[cite: 211].
• A9. REGULATORY, COMPLIANCE, AND POLICY CONSTRAINTS: Mining operations may be affected by changes in laws, regulations, tariffs, energy policies, environmental restrictions, or governmental actions[cite: 212]. The Company may modify, suspend, or terminate operations to comply with applicable legal requirements without liability to the User[cite: 213].
• A10. NO SERVICE LEVEL AGREEMENT: The Services are provided on a best-efforts basis only[cite: 214]. No service level agreement (SLA), uptime guarantee, performance target, or minimum output threshold is provided[cite: 215]. Any performance metrics displayed are indicative only[cite: 216].

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ANNEX B - RISK DISCLOSURE STATEMENT

THIS RISK DISCLOSURE STATEMENT IS PROVIDED FOR INFORMATIONAL PURPOSES AND FORMS A SEPARATE DOCUMENT FROM THE TERMS AND HOSTING SERVICE AGREEMENT[cite: 217]. BY PARTICIPATING IN THE SERVICES, THE USER ACKNOWLEDGES AND ACCEPTS ALL RISKS DESCRIBED HEREIN[cite: 218].

• 1. MARKET AND PRICE RISK: Cryptocurrency prices are highly volatile and subject to extreme fluctuations[cite: 219]. The value of mining rewards may decrease significantly or become economically unviable, and past performance is not indicative of future results[cite: 220].
• 2. DIFFICULTY AND NETWORK RISK: Mining difficulty adjustments may materially reduce mining output over time[cite: 221]. Network changes, forks, or protocol upgrades may alter reward structures or render certain Hardware obsolete[cite: 222].
• 3. TECHNOLOGICAL OBSOLESCENCE: Rapid advancements in mining technology may significantly reduce the competitiveness or lifespan of Hardware[cite: 223]. Newer, more efficient models may displace existing Hardware[cite: 224].
• 4. REGULATORY AND LEGAL RISK: Cryptocurrency mining may be restricted, regulated, or prohibited in certain jurisdictions[cite: 225]. Regulatory actions may result in suspension, relocation, or termination of mining operations[cite: 226].
• 5. OPERATIONAL AND INFRASTRUCTURE RISK: Mining operations depend on complex infrastructure subject to failure, outages, cyberattacks, and supply chain disruptions[cite: 227]. Such events may reduce or eliminate mining rewards[cite: 228].
• 6. COUNTERPARTY AND THIRD-PARTY RISK: The Services rely on third-party providers, including hosting facilities, power suppliers, and mining pools[cite: 229]. Failures or misconduct by such parties may impact performance[cite: 230].
• 7. FORCE MAJEURE AND SYSTEMIC EVENTS: Natural disasters, geopolitical events, pandemics, wars, or systemic financial crises may disrupt operations or markets[cite: 231].
• 8. NO GUARANTEE OF RETURN: There is no guarantee that the User will recover its initial expenditure or achieve any level of profitability[cite: 232].
• 9. USER RESPONSIBILITY: The User is solely responsible for evaluating the suitability of the Services and bearing all associated risks[cite: 233].