Rax Mining Hosting Service Agreement

Last Updated: June 14, 2025

This Rax Mining Hosting Service Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Hosting Service (as defined below). It is an agreement between Rax Mining LLC (“Rax Mining,” “we,” “us,” or “our”) and you or the entity you represent (“Customer,” “you,” or “your”). This Agreement takes effect when you click an “I Accept” button or checkbox or otherwise execute this Agreement (the “Effective Date”). By accepting a QuickBooks estimate referencing this Agreement, Customer agrees to be bound by the terms herein as if this Agreement were executed in writing. Customer represents to Rax Mining that Customer is lawfully able to enter into contracts (for example, Customer is not a minor). If Customer is entering into this Agreement on behalf of an entity, Customer represents that Customer has the legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

1. Hosting Service

a. Hosting Arrangement. Rax Mining shall provide for the hosting of Customer Hardware at the Hosting Facility selected by Customer (which may be located in the United States, Mexico, or another available location) (“Hosting Service”). As part of the Hosting Service, Rax Mining shall provide for or arrange shelf and/or rack space, sufficient electrical capacity at the required voltage and wattage, provision of electricity, monitoring and services (according to Section 3.b) of Customer Hardware to achieve the Service Level (i.e., standard fixes, basic repairs or hardware resets), and support from the Rax Mining Mining Support Team. Rax Mining reserves the right to switch the Hosting Facility to a like facility that is in the same region and at a cost that is equal to or less than the Hosting Service Fee. Rax Mining reserves the right to provide the Hosting Service directly or through agents, vendors and qualified third parties.

b. Service Level. Rax Mining shall use commercially reasonable efforts to make the Hosting Service available to Customer ninety-five percent (95%) of the time each month (the “Service Level”), except in the event of maintenance of the Hosting Facility and its associated infrastructure, Customer Hardware failure, or Force Majeure Events. Rax Mining does not guarantee that the Hosting Service will not be interrupted by outages or shortages of power which are planned or unplanned and outside of Rax Mining’s control, and Rax Mining will not be liable for the foregoing. Rax Mining does not guarantee the supply of electricity during the winter and peak hours of the day and warns that there is a possibility of voluntary or involuntary downtime, curtailment by Rax Mining or the energy provider, or outages or shortages of power of no more than 600 hours in a calendar year.

c. Service Order. The Customer acknowledges and agrees that certain terms of the Hosting Service, including the Hosting Facility, the hosting price per kWh, and the estimated online date (i.e., commencement of mining operations) are as specified in the Order Summary Page (if purchased on the Rax Mining site), in a Service Order attached hereto, or in an estimate issued through QuickBooks referencing this Agreement. The Order Summary Page or estimate shall be deemed agreed to by the Customer through the online checkout process, acceptance of a QuickBooks estimate, or through a duly executed copy of this Agreement and accompanying documentation by the authorized representative of each party.

2. Customer Hardware and Delivery

a. Delivery to Hosting Facility. Customer Hardware may require shipping and delivery to the Hosting Facility from the hardware manufacturer or a third-party distributor or reseller. In such cases, Rax Mining may provide for the delivery of the Customer Hardware to the Hosting Facility if designated in the Order Summary Page (if purchased on the Rax Mining site) or contained in the Service Order hereto, and shall make reasonable efforts to ensure operation by the estimated On-Line date. If the designated Hosting Facility is located outside the United States (for example, at a facility in Mexico), Rax Mining will coordinate any necessary cross-border shipping logistics. Customer will be responsible for any additional import duties, taxes, or regulatory requirements associated with delivering Customer Hardware to such international Hosting Facilities.

b. Inspection and Installation. Rax Mining shall inspect the Customer Hardware for suitability of hosting and has sole discretion to accept or reject any Customer Hardware. Upon receipt, inspection and confirmation that Customer Hardware is fully functioning, Rax Mining shall provide for the installation of Customer Hardware at the Hosting Facility.

c. Operation and Start Date. Rax Mining shall make commercially reasonable efforts to commence operation of Customer Hardware on the scheduled hosting commencement date reflected in the Order Summary Page or Service Order. However, Rax Mining shall not be responsible for any delay in operation of Customer Hardware for any reason, including delay in receipt of Customer Hardware, Force Majeure Events, lack of available rack space, or electrical or network connectivity problems.

d. Serial Numbers. If requested by Customer, Rax Mining shall provide Customer with the serial number for each machine included as part of Customer Hardware within 3 business days of such request.

3. Hosting Facility Maintenance and Customer Hardware Repairs

a. Facility Maintenance. Rax Mining and the operators of the Hosting Facility (whether the facility is located in the United States, Mexico, or elsewhere) shall be entitled to perform maintenance and any actions deemed necessary or desirable by Rax Mining or its agents with respect to the Hosting Facility and to maintain the network. Customer acknowledges and agrees that performance of such maintenance may cause the network to be temporarily inaccessible and that Customer Hardware may experience temporary downtime or unavailability. Rax Mining and its hosting partners shall use commercially reasonable efforts to conduct such maintenance in a manner so as to avoid or minimize the unavailability of the Hosting Service. If a scheduled maintenance is expected to interrupt the availability of the Hosting Service, Rax Mining may give Customer notice by email prior to conducting such maintenance, identifying the expected time and duration.

b. Hardware Maintenance and Repair. Rax Mining and the operators of the Hosting Facility shall be entitled to perform maintenance and any actions as deemed necessary or desirable with respect to Customer Hardware. To the extent that Rax Mining cannot perform simple repairs without passing costs for parts and labor on to the Customer, the Customer will be notified of an estimated cost and timeline for hardware repairs to be completed. Rax Mining will make every effort to repair hardware on-site, but may require Customer Hardware to be shipped to the manufacturer for critical repairs. Hardware sent to the manufacturer for repair may be fully covered under a standard manufacturer’s warranty, but shipping costs will be paid at the Customer’s expense. If the Customer does not agree with repair options or costs, the Customer has the right to cancel this Agreement and have their hardware shipped to them at their expense. If Customer does not respond to options for repair provided by Rax Mining within fifteen (15) days, Rax Mining reserves the right to cancel this Agreement.

4. Hosting Service Fee and Customer Responsibility

a. Delivery and Installation of Customer Hardware. Any costs for the installation, mounting, and unmounting of Customer Hardware and all tariffs, taxes, shipping costs or other expenses associated with shipping, importing, exporting, and transporting Customer Hardware to the Hosting Facility shall be reflected in the Order Summary Page or Hosting Services Supplement, as applicable.

b. Selection of Mining Pool. Customer shall timely provide Rax Mining the mining pool it seeks to join. Customer is at all times responsible for the selection of the mining pool and for monitoring pool performance, and must instruct Rax Mining to make any changes to the mining pool that Customer deems necessary.

c. Private Key and Wallet Security. Customer shall at all times be responsible for maintaining all software and other telecommunications, internet access, and related equipment required to receive Customer’s mining rewards. Customer is solely responsible for the security of Customer’s private keys. Customer shall hold Rax Mining harmless from any unauthorized access or security breach relating to Customer Hardware or occurring at the Hosting Facility. Rax Mining does not provide any service to detect or identify any security breach of Customer Hardware or the Hosting Facility. Rax Mining does not perform tests using tools or techniques intended to gain unauthorized access to Customer Hardware or Customer’s personal property.

d. Rax Mining Account Security. Customer shall maintain the security of passwords for its Rax Mining account. Customer shall promptly notify Rax Mining if Customer suspects that its Rax Mining account has been hacked, stolen, accessed without authorization, or otherwise compromised. If Rax Mining suspects any security violations related to Customer’s Rax Mining account, Rax Mining may suspend access to Customer’s account and Customer Hardware pending resolution.

e. Customer-Provided Equipment. Customer may be required to purchase from Rax Mining certain equipment, accessories, software, or hardware (such as specific power cords) to ensure compliance with the technical and fire safety norms at the Hosting Facility.

f. Return of Customer Hardware. Upon expiration or termination of this Agreement, Customer may request that Rax Mining return all Customer Hardware, unless Customer is in default of payment. All fees, taxes, and handling costs, as well as the risk of loss during shipping, shall be borne by Customer. If Customer does not provide return shipping instructions within sixty (60) days of termination or expiration of this Agreement, Rax Mining shall be entitled to dispose of the Customer Hardware. Rax Mining will not be responsible for any damage to or operational deficiency of returned Customer Hardware, and Rax Mining will not repair or reimburse Customer for any such damage or deficiency.

5. Payment Terms and Taxes

a. Hosting Service Fee. Rax Mining calculates and bills fees and charges monthly in advance. The Hosting Service Fee is calculated based on the actual power consumption of Customer Hardware and the location of the Hosting Facility that Customer elects. For example, hosting Customer Hardware in a facility located in Mexico may be subject to different electricity rates or local fees, and any such differences will be reflected in the Hosting Service Fee. Rax Mining will communicate a projected Hosting Service Fee for the upcoming month (the “Projected Hosting Service Fee”) in advance and in no case later than the 24th day of the current month. If Customer’s actual power consumption for the upcoming month is higher than the Projected Hosting Service Fee, an invoice will be issued and Customer agrees to promptly pay the difference within five (5) business days of receiving such invoice. If the Hosting Facility incurs downtime during a billing period, Customer will receive a prorated credit on the bill based on the amount of time the facility was offline. For example, if the facility is offline for half of the month and the hosting rate is $150/month, the credit would be $75. Any such credit shall be applied to the Projected Hosting Service Fee within sixty (60) days after the end of the given month. Fees not disputed within forty-five (45) days of payment or the due date are conclusively deemed accurate.

b. Payment Terms. Acceptable forms of payment include credit card, debit card, bank wire, and cryptocurrency (as designated by Rax Mining from time to time). For credit card and debit card payments, Rax Mining will keep Customer’s account information on file and set up recurring billing for the Hosting Service Fee, unless Customer expressly opts out of recurring billing. Payments of the Projected Hosting Service Fee for the upcoming month will be automatically deducted from Customer’s account on or before the 24th of each month. If Customer elects to pay with cryptocurrency, Rax Mining will invoice Customer for the Projected Hosting Service Fee no later than the 23rd of each month for the upcoming month. Customer shall deliver the designated payment in USD or cryptocurrency in an amount equal to the invoiced amount to Rax Mining’s digital wallet by 5:00 p.m. (Eastern Time) on the 24th of that month. The exchange rate shall be the last traded price for the cryptocurrency to USD at the time of payment.

c. Deposit. Customer shall deliver to Rax Mining (or Rax Mining will deduct from Customer’s account, if Customer has not opted out of automatic billing) a deposit equal to the initial Projected Hosting Service Fee (the “Deposit”). Such Deposit shall be included in the initial checkout payment along with payment for any hardware that Customer purchases from Rax Mining. If Customer fails to pay any Hosting Service Fee, Rax Mining may use, apply, or retain all or any portion of the Deposit to pay any amount due or to reimburse or compensate Rax Mining for any liability, expense, loss or damages that Rax Mining may suffer as a result of Customer’s nonpayment. If Rax Mining uses or applies all or any portion of the Deposit, Customer shall, within ten (10) days after written request, deposit additional funds with Rax Mining sufficient to restore the Deposit to the full required amount. Within thirty (30) days after the expiration or termination of this Agreement, unless Rax Mining elects to apply the Deposit to any unpaid Hosting Service Fee, Rax Mining will return the portion of the Deposit not used or applied. No part of the Deposit shall be considered to be held in trust, to bear interest, or to be a prepayment for any Hosting Service Fee under this Agreement.

d. Payment Due Date. Time is of the essence in the payment of each and every invoice. For any overdue invoice, Rax Mining may (i) terminate the Hosting Service; (ii) seize and dispose of or sell the Customer Hardware and use the proceeds to satisfy any amounts due; or (iii) turn off Customer Hardware and/or disable Customer’s access to accounts until all fees due to Rax Mining are paid in full. Without limiting the foregoing, Rax Mining reserves the right to charge a daily penalty of one percent (1%) of the overdue amount until payment is made, and to take possession of the Customer Hardware and redirect mining proceeds to Rax Mining’s wallet until the overdue invoice and interest are paid in full.

e. Hosting Service Fee Adjustment. Rax Mining reserves the right to provide written notice of modifications to its rates in the event of a material increase in any of Rax Mining’s operating costs, including, without limitation, power rates, leasing rates, tax rates, or increased regulatory compliance costs. Upon receipt of a notice of rate increase, Customer may, within fifteen (15) days, elect to terminate the Hosting Service by providing Rax Mining with written notice of termination to be effective no later than thirty (30) days from the date of Customer’s notice.

6. Term, Termination, Modification and Suspension

a. Term. Unless terminated sooner as provided in this Agreement or otherwise stated in a Service Order, the initial term of the services provided under this Agreement shall begin on the Commencement Date and expire one (1) year thereafter (the “Initial Term”). Upon expiration of the Initial Term, this Agreement will automatically renew for an additional one-year term (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless either party provides written notice to the other of its intent not to renew, at least sixty (60) days before the end of the then-current Term.

b. Termination. Rax Mining may terminate this Agreement for cause immediately upon written notice to Customer if Customer: (i) fails to make any payment due under this Agreement (after receiving notice and an opportunity to cure); (ii) violates or fails to perform any covenant or provision of this Agreement, and such breach is not cured within thirty (30) days after notification from Rax Mining; or (iii) enters into bankruptcy, financial failure, or insolvency, or undergoes a sale or merger with another entity, without prior approval from Rax Mining. Without limiting the foregoing, either party may terminate or suspend all or part of the Agreement if necessary to comply with applicable law, regulation, or order. The terminating party will use commercially reasonable efforts to notify the other party (which may be via email or telephone) of such suspension or termination. The parties agree that neither will have any liability to the other for any damage, loss, expense or cost as a result of a termination or suspension as allowed under this Section. Additionally, Rax Mining may terminate this Agreement for convenience by providing Customer with thirty (30) days’ written notice.

c. Effects of Termination. Upon termination or expiration of this Agreement, in the event of Customer’s default, Customer agrees to immediately pay to Rax Mining all amounts then owed. Rax Mining will provide written notice of any funds owed. If Customer fails to make such payments within five (5) days of notice, Rax Mining shall have the right to (i) sell or retain possession of Customer Hardware; (ii) reconfigure Customer Hardware for Rax Mining’s own use; or (iii) remove and store Customer Hardware at Customer’s expense – all without any obligation or liability to Customer. Any of the foregoing measures may be used to recover amounts owed by Customer, plus any reasonable costs incurred to facilitate the recovery. Rax Mining will provide detailed reporting of any measures taken to recover funds owed. If Rax Mining recovers more than the Customer’s outstanding balance as a result of selling any Customer Hardware, Rax Mining will remit any excess funds to Customer within thirty (30) days. Upon any termination of this Agreement for any reason, Rax Mining will permanently delete Customer’s personal information from all storage devices in its possession.

7. Security Interest

a. Security Interest. CUSTOMER HEREBY GRANTS Rax Mining A SECURITY INTEREST IN ALL CUSTOMER HARDWARE IN Rax Mining’S POSSESSION, NOW OR AT ANY TIME HEREAFTER, TO SECURE THE TIMELY PERFORMANCE OF THIS AGREEMENT BY CUSTOMER AND THE PAYMENT OF ALL INVOICES, CHARGES AND COSTS DUE. FURTHERMORE, CUSTOMER GRANTS Rax Mining A SECURITY INTEREST IN ALL CUSTOMER HARDWARE FOR THE PAYMENT OF ANY ENGINEERING WORK, LABOR OR OTHER CHARGES THAT ARE DUE AND UNPAID BY CUSTOMER.

8. Representations and Warranties

a. Authority and Capacity. Each party represents, warrants, and covenants that (i) it has full legal capacity, right, power and authority to execute and perform its obligations under this Agreement; and (ii) its performance of obligations hereunder will not violate any applicable laws or require the consent of any third party.

b. Title to Customer Hardware and Receipt of Mining Rewards. Customer represents, warrants and covenants that (i) Customer has good and clear title, free and clear of all security interests or liens, to all Customer Hardware, including the legal right to use, operate and locate the Customer Hardware as contemplated by this Agreement; and (ii) Customer’s receipt of Mining Rewards will not violate any applicable laws or require the consent of any third party.

c. Accuracy of Customer Information. Customer represents and warrants that (i) all information Customer has provided for purposes of establishing an account with Rax Mining is true, accurate, current and complete; and (ii) Customer will maintain and promptly update all such information to keep it true, accurate, current and complete.

d. FCPA; Anti-Bribery. In carrying out its responsibilities hereunder, each party represents that it shall comply with all applicable anti-bribery laws, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), and the Organisation for Economic Co-operation and Development Anti-Bribery Convention, as implemented in the applicable jurisdiction. Each party represents that it understands that the FCPA generally prohibits the offering, payment or giving of anything of value, either directly or indirectly, to any government official for the purpose of obtaining or retaining business or any improper advantage. For purposes of this section, a “government official” means any official, officer, representative, or employee of any non-U.S. government department, agency or instrumentality (including any government-owned or controlled commercial enterprise), or any official of a public international organization or political party, or any candidate for political office. Each party further represents and warrants that, in the performance of this Agreement: (i) neither it nor any of its representatives are government employees, officials, or candidates for political office (and it will advise the other party of any change in such representation); (ii) it and its representatives have not made, and will not make or offer, any payment, gift or anything of value to any government official, political party, or candidate for political office; (iii) it will comply with all provisions of the FCPA and regulations thereunder as amended from time to time; and (iv) it agrees to indemnify, defend, and hold the other party harmless for any damages or expenses resulting from a violation of the foregoing provisions by itself or its representatives.

e. OFAC. Pursuant to United States Presidential Executive Order 13224 (“Executive Order”), each party may be required to ensure that it does not transact business with persons or entities associated with terrorism or on certain government lists. Each party certifies, represents and warrants that: (i) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any U.S. Executive Order or by the U.S. Treasury Department as a terrorist, “Specially Designated National,” “Blocked Person” or similar designation; and (ii) it is not engaged in this transaction directly or indirectly on behalf of, or facilitating this transaction for, any such person, group, entity or nation. Each party agrees to defend, indemnify and hold the other party harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.

f. Compliance with Laws. Customer represents and warrants that: (i) Customer will not use the Hosting Service for the development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles, in any country listed in Country Groups D:4 or D:3 (as set forth in Supplement No. 1 to Part 740 of the U.S. Export Administration Regulations); (ii) Customer shall not provide administrative access to the Hosting Service to any person or entity that is located in, or is a national of, any embargoed or highly-restricted country under United States export regulations (including, without limitation, Cuba, Iran, and Sudan); and (iii) Customer is not on the United States Department of Treasury, Office of Foreign Assets Control (“OFAC”) list of Specially Designated Nationals and Blocked Persons.

9. Risk Factors and Limitations of Liability

a. Protocol Risk. Rax Mining does not own or control any digital assets and does not own or control the underlying software cryptographic protocols of the networks which govern the operation of any cryptocurrency. Rax Mining is not responsible for the operation of the underlying protocols, and makes no guarantees regarding their security, functionality, or availability.

b. Network and Information Security Risk. Customer acknowledges and agrees that the use of telecommunications and data networks (including the internet) may not be secure, and that connection to and transmission of data over the internet provides the opportunity for unauthorized access to wallets, computer systems, networks, and all data stored therein. Information and data transmitted through the internet or stored on any equipment through which internet information is transmitted may not remain confidential, and Rax Mining makes no representation or warranty regarding the privacy, security, authenticity, or integrity of any such information. Rax Mining does not warrant that the Hosting Service or Customer’s use of it will be uninterrupted, error-free, or secure, and Rax Mining shall not be responsible for any adverse consequence or loss whatsoever to Customer’s use of the Hosting Service or the internet. Use of any information transmitted or obtained by Customer from Rax Mining is at Customer’s own risk. Rax Mining is not responsible for the accuracy or quality of information obtained through its network, including as a result of any failure of performance, error, omission, interruption, corruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of data, unauthorized access to data, or other similar issues.

c. “As Is” and No Warranty. Rax Mining makes no warranties or guarantees related to the availability of the Hosting Service or the operating temperature of the data center. The Hosting Service and the data center provided by Rax Mining are provided “as is.” Rax Mining does not provide mechanical cooling or backup power and the data center is subject to swings in local temperature, wind, humidity, etc. Rax Mining makes no other warranty whatsoever, including any (i) warranty of merchantability; (ii) warranty of fitness for a particular purpose; (iii) warranty against interference; or (iv) warranty regarding the price or liquidity of any digital asset. Rax Mining does not warrant that (1) the Hosting Service will be available 24/7 or free from minor interruptions; (2) the Hosting Service will meet Customer’s requirements other than as set out in a written agreement between the parties; or (3) the Hosting Service will provide any function not expressly designated in a written agreement between the parties.

d. Limitation of Liability. Notwithstanding anything to the contrary in this Agreement, in no event will either party be liable to the other for: (i) lost profits; (ii) loss of business; (iii) loss of revenues; (iv) loss or interruption of use of data, or loss of use of Customer Hardware; (v) any consequential or indirect damages; or (vi) costs of procurement of substitute goods or services, or any incidental, special, reliance, exemplary or punitive damages (if applicable), even if advised of the possibility of such damages, except to the extent that any such loss or damages are caused by such party’s gross negligence, bad faith or willful misconduct. The limitations set forth in this Section 9.d will apply to all claims and causes of action, regardless of whether under contract, tort, strict liability or other theory.

e. Indemnification. Customer agrees to indemnify, defend and hold harmless Rax Mining and its officers, managers, partners, members, agents, employees, affiliates, attorneys, heirs, successors and assigns from any and all claims, demands, actions, suits, proceedings, and Losses arising from or in connection with: (i) any legal, regulatory or governmental action brought against or involving Customer; (ii) the maintenance or operation of Customer Hardware; (iii) any loss suffered by Customer or Customer’s officers, managers, partners, or members in connection with the Hosting Service; or (iv) any breach or nonperformance by Customer of any provision or covenant of this Agreement.

10. Confidentiality

a. General. Each party acknowledges that it and its employees or agents may, in the course of performing its obligations under this Agreement, be exposed to or acquire information which is Confidential Information of the other party. Neither party may use or copy any Confidential Information except to the limited extent necessary to perform its obligations under this Agreement, and neither party will disclose any Confidential Information to any person or entity other than to its employees or agents who have a need to know the Confidential Information or as otherwise expressly permitted by this Agreement. Each party shall use the same measures to protect the other’s Confidential Information as it uses to protect its own most confidential and proprietary information, but in no event less than commercially reasonable measures.

b. Return of Confidential Information. Upon termination or expiration of this Agreement, or at any other time at the request of the other party, each party shall return to the other party (or destroy and delete, at the other party’s direction) all Confidential Information of the other party in its possession or control, including all copies thereof.

c. Privacy. Rax Mining represents and warrants that it shall comply with all applicable privacy laws throughout the Term, and will take all reasonable steps to ensure that Rax Mining’s employees, contractors and other customers also comply with all applicable privacy laws.

d. Rax Mining Proprietary Information. Except for the rights expressly granted herein, all rights, titles, and interests in and to any and all customer relationships, proprietary rights and intellectual property rights in Rax Mining’s data remain with and are the exclusive property of Rax Mining.

e. Government Investigations. Rax Mining may cooperate with any governmental or legal investigation regarding any aspect of the Hosting Service, which may include producing identifying information about Customer to the requesting authorities.

11. Intellectual Property

a. Use of Trademarks. Neither party may use the other party’s trademarks, service marks, trade names, copyrights, other intellectual property, or other designations in any promotion, publication or press release without the prior written consent of the other party in each case, which consent shall not be unreasonably withheld.

12. Insurance

a. General. The parties agree that Rax Mining is not an insurer and Customer’s Hardware is not covered by any insurance policy held by Rax Mining. Customer will be solely responsible for obtaining insurance to cover their equipment and property against all forms of damage. If Customer does not insure the Customer Hardware or obtain any offered premium service from Rax Mining, Customer understands and agrees that it does so at its own risk.

13. Disputes

To the fullest extent permitted by law, the parties (the “Parties”) agree to waive their rights to seek remedies in court, including but not limited to the right to a trial by jury. The Parties agree that any dispute between or among them (and their subsidiaries, affiliates or related entities) arising out of, relating to, or in connection with this Agreement will be resolved through a confidential two-step dispute resolution procedure: (1) non-binding mediation, followed (if needed) by (2) binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

Any such mediation or arbitration hereunder will be conducted under the auspices of the American Arbitration Association (“AAA”) pursuant to its then-current Commercial Arbitration Rules and Mediation Procedures (the “AAA Commercial Rules”), and will take place in a neutral location agreed upon by the Parties or, if they cannot agree, in a location designated by the administrator or arbitrator in accordance with the AAA Commercial Rules. No arbitration will be initiated or take place with respect to a given dispute if the Parties successfully reach a mutually agreed resolution of the dispute through the step-one mediation. If the dispute is not resolved by mediation, the arbitration will be conducted by a single arbitrator selected in accordance with the AAA Commercial Rules. The Parties agree that the arbitrator will apply applicable substantive law to the claims, and that discovery will be conducted in accordance with the AAA Commercial Rules or as otherwise permitted by law, as determined by the arbitrator.

In accordance with the AAA Commercial Rules, the arbitrator’s award will include a written statement of the disposition of each claim and the relief (if any) awarded on each claim. The Parties understand that the right to appeal or seek modification of any ruling or award by the arbitrator is limited by applicable law. Any award rendered by the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Nothing in this Agreement will restrict either party from seeking temporary injunctive relief in a court of law in accordance with Section 15.e (Injunctive Relief).

In the unlikely event the AAA refuses to accept jurisdiction over a dispute, the Parties agree to submit the dispute to JAMS for mediation and arbitration, applying JAMS’ equivalent of the AAA Commercial Rules. If both AAA and JAMS refuse to accept jurisdiction, the Parties may litigate the dispute in a court of competent jurisdiction.

14. Definitions

a. “Commencement Date” means the date on which the Customer Hardware is scheduled to commence mining operations, as set forth in the Service Order.

b. “Rax Mining Support Team” means the Rax Mining customer and technical support team, which shall be available to Customer to assist with Customer Hardware and the Hosting Service and to help maintain the Service Level.

c. “Confidential Information” refers to confidential or proprietary information of a party, including, without limitation, business plans, strategies, forecasts, projections, information about business structures, operations, systems, finances, assets, investments, investment strategies, software and other technology, and information about personnel, customers and suppliers. Information is not Confidential Information if: (i) it is known to the receiving party prior to receipt from the disclosing party (provided it was not received under an obligation of confidentiality); (ii) it becomes known to the receiving party from a source other than the disclosing party (provided that source is not under an obligation of confidentiality to the disclosing party); (iii) it becomes publicly known or ceases to be confidential through no breach of this Agreement by the receiving party; or (iv) it is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

d. “Customer Hardware” refers to the cryptocurrency mining hardware belonging to Customer and specified in the Order Summary Page.

e. “Force Majeure Event” means an event or circumstance beyond a party’s reasonable control that causes that party to fail to perform any of its obligations under this Agreement, including, without limitation, acts of God, war, labor strikes, terrorist acts, fire, flood, earthquake, landslide, hurricane, typhoon, tsunami, volcanic eruption, extreme weather, health epidemic, or any law, order, regulation, seizure or other action of any governing authority or agency. In the event of a Force Majeure Event, each party agrees to make a good faith effort to perform its obligations hereunder.

f. “Hosting Facility” or “Hosting Partner” means a data center owned, leased, operated or reserved by Rax Mining or its partners through the Rax Mining site, and which may be located in the United States, Mexico, or any other location offered by Rax Mining from time to time.

g. “Hosting Service” has the meaning ascribed to it in Section 1.a.

h. “Losses” means all damages, judgments, liabilities, losses and expenses (including, without limitation, reasonable attorneys’ fees).

i. “Mining Rewards” means any digital asset, cryptocurrency, virtual currency, digital currency, or digital commodity (e.g., Bitcoin or Ethereum) generated through proof-of-work mining operations using Customer Hardware.

j. “Projected Hosting Service Fee” means the total projected monthly fees for the upcoming month for use of the Hosting Service.

k. “Service Level” has the meaning ascribed to it in Section 1.b.

l. “Export Control Laws” – The U.S. Export Administration Regulations and any other applicable regulations that govern the shipment of goods, software, and technology across borders.

m. “Liquidated Damages” – A pre-agreed fixed amount of damages set at $25,000 per confidentiality breach, as described in Section 20.

15. General Provisions

a. Captions and Section Headings. Captions and section headings are for convenience only and are not a part of this Agreement, and they shall not affect the interpretation of any provision herein.

b. Entire Agreement. This Agreement, together with any Service Order(s), schedules, exhibits or other documents incorporated by reference or delivered pursuant to this Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any prior oral or written agreements between the parties with respect to such subject matter. There are no verbal agreements, representations, warranties, undertakings or agreements between the parties that are not included herein. This Agreement may not be amended or modified except by a written instrument signed by both parties. Any terms or conditions in any purchase orders, invoices, credit applications, or other documents exchanged between Rax Mining and Customer that are inconsistent with the terms of this Agreement shall be governed by the terms of this Agreement. Rax Mining may revise the terms of this Agreement at any time by providing notice to Customer of the changes (including by updating the terms on its website and notifying Customer).

c. Force Majeure. Neither party will be responsible or liable for any delays or failures in performance (except for payment obligations) arising out of or related to any Force Majeure Event.

d. Governing Law. This Agreement, and any dispute or claim arising out of or related to it, shall be governed by and construed in accordance with the Federal Arbitration Act and any applicable substantive law, without regard to any conflict-of-law principles that would result in the application of the law of any other jurisdiction. The dispute resolution procedures set forth in Section 13 (Disputes) shall be the exclusive means for resolving any disputes under this Agreement. Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

e. Injunctive Relief. The parties acknowledge that the confidentiality obligations in this Agreement are reasonable in scope and duration and are not unduly restrictive. Customer further acknowledges that a breach of any confidentiality obligation under this Agreement would cause irreparable harm to Rax Mining, such that a remedy at law would be inadequate. Accordingly, Rax Mining shall be entitled to seek any and all equitable relief, including, but not limited to, temporary and permanent injunctive relief (without the necessity of posting a bond), as well as any other remedies available under applicable law or in equity. Customer acknowledges that an award of damages for a breach of confidentiality does not preclude a court from ordering injunctive relief; injunctive relief and damages are not exclusive of one another.

f. No Assignment. Customer will not assign or transfer this Agreement, or any of Customer’s rights or obligations under this Agreement, without the prior written consent of Rax Mining (which consent may be withheld in Rax Mining’s sole discretion). Any attempted assignment or transfer in violation of this Section 15.f will be null and void. Rax Mining may assign this Agreement, in whole or in part, without Customer’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of Rax Mining’s assets, or (ii) to any affiliate or as part of a corporate reorganization. Upon any such assignment by Rax Mining, the assignee shall be deemed substituted for Rax Mining as a party to this Agreement, and Rax Mining shall be fully released from all of its obligations and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective permitted successors and assigns. Customer may not merge this Agreement with any other agreement with Rax Mining to which Customer is a party, except with Rax Mining’s prior written consent.

g. Notice. Notice is effective when received. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given (unless otherwise expressly provided in this Agreement): (i) when delivered personally; (ii) upon receipt of a facsimile transmission confirmation; (iii) three (3) days after being deposited in the United States mail, certified or registered, return receipt requested, postage prepaid; (iv) one (1) business day after being dispatched by a nationally recognized overnight courier service; or (v) on the date of transmission if sent by email. Notices shall be addressed to the parties (or their permitted assigns) at the addresses (including email addresses) provided by each party for notices or to such other address as either party may designate by notice to the other in accordance with this Section.

h. Relationship of the Parties. Nothing in this Agreement shall be construed to create any agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has the power or authority to act for, bind, or create or assume any obligation on behalf of the other party for any purpose whatsoever without the other party’s prior written consent.

i. Survival. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement (including, without limitation, provisions concerning confidentiality, indemnification, and limitation of liability) will survive any such termination or expiration. In the event of Rax Mining’s insolvency, cessation of operations, or bankruptcy, Rax Mining shall make good faith efforts, as directed by Customer, to either facilitate the transition of Customer’s Hosting Service to another hosting facility or return the Customer Hardware to Customer at Customer’s sole expense.

16. Indemnification for Third-Party Claims

Customer agrees to indemnify, defend and hold harmless Rax Mining and its officers, directors, employees, contractors, and affiliates from and against any and all third-party claims, demands, liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees) arising out of or related to (i) Customer’s failure to comply with applicable laws or regulations, including but not limited to import/export controls, tax laws, and data privacy regulations; (ii) any injury or damage caused by Customer Hardware; (iii) any third-party claims resulting from Customer’s actions or omissions; and (iv) use of the Hosting Facility in Mexico or other international locations.

17. Export Control and Cross-Border Compliance

Customer represents and warrants that it will comply with all applicable U.S. and foreign export control laws and regulations in connection with the shipment and use of Customer Hardware, including the U.S. Export Administration Regulations. Customer shall be solely responsible for obtaining any necessary licenses or permits for international transfer of Customer Hardware and agrees to hold Rax Mining harmless for any delays, penalties, seizures, or liabilities related to import/export issues.

18. Force Majeure Grace Period

In the event of a Force Majeure Event, Rax Mining shall be afforded a commercially reasonable grace period of up to ninety (90) days to resume services. During this period, Rax Mining shall not be considered in breach of this Agreement for delays or failures in performance directly caused by such event.

19. Software and Remote Access Restrictions

Customer agrees not to install any unauthorized software, firmware, or scripts on the Customer Hardware hosted by Rax Mining. Rax Mining reserves the right to restrict or revoke remote access if it deems any use to be a security risk or in violation of this Agreement. Unauthorized modifications to firmware or software may result in immediate suspension of Hosting Services.

20. Confidentiality Enforcement

Any breach of the confidentiality provisions in Section 10 may result in immediate termination of this Agreement. In addition to equitable relief, Rax Mining may assess liquidated damages in the amount of $25,000 per breach, which the parties agree is a reasonable estimate of the damages likely to be incurred due to unauthorized disclosure.

21. Class Action Waiver

To the fullest extent permitted by law, the parties waive any right to assert any claim against the other party as a representative or member in any class or representative action. Unless both parties agree in writing, no arbitration or proceeding will be combined with another without the prior written consent of all parties to the affected proceedings.

22. Hardware Abandonment and Title Transfer

If Customer fails to provide instructions or take possession of Customer Hardware within sixty (60) days following the termination or expiration of this Agreement, Rax Mining may permanently retain, repurpose, or sell the hardware. In such case, full legal title to the hardware shall automatically transfer to Rax Mining, without the need for further notice or documentation.

23. Limitation of Liability Cap

Rax Mining’s total liability under this Agreement for any and all claims shall not exceed the amount of Hosting Service Fees paid by Customer to Rax Mining in the six (6) months immediately preceding the event giving rise to the claim.

24. Late Payment Fees

Customer acknowledges that Rax Mining incurs ongoing operational costs including, but not limited to, electricity bills, demand-based power costs, staffing, and facility maintenance. Accordingly, any undisputed overdue balance will accrue interest at a rate of 1.5% per month or the highest amount permitted by applicable law, whichever is less. This charge reflects the actual costs incurred by Rax Mining due to late payment and is not a penalty.

25. Customer Insurance Responsibility

Customer is solely responsible for maintaining appropriate insurance coverage for its hardware and related equipment hosted with Rax Mining. This may include all-risk property insurance and general commercial liability insurance. While Rax Mining may recommend an insurance provider upon request, the decision to purchase and maintain insurance is solely at the discretion of the Customer. Rax Mining disclaims any liability arising from the Customer’s failure to maintain such coverage.

26. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with generally accepted principles of commercial contract law, without reference to any particular jurisdiction’s conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its interpretation, breach, or termination, shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA). The arbitration shall be conducted in English at a mutually agreed neutral venue, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

27. Service Level Disclaimer

Rax Mining does not guarantee any specific performance levels or uptime metrics for Customer Hardware. Rax Mining provides rack space, power, and connectivity, but assumes no responsibility for hardware efficiency, mining profitability, or market conditions.