Bit 49 Hosting Terms & Conditions – S9 + Hosting

SERVICES AND LOGISTICS

1. Requirements​. Hosting is available for ASIC miners and closed-case GPU miners that meet Bit
49’s requirements (See appended “Customer Hosting Requirements”). Bit 49 reserves the right to
refuse any equipment sent for hosting that does not, upon inspection, meet Bit 49’s requirements.
2. Assumption of Responsibility​. Bit 49 takes responsibility for the operation of miners after this
Hosting Agreement has been signed and The Customer’s miner(s) have been physically received
at the mining facility.
3. Lead time​. The Customer should expect 1-3 business day handling time once The Customer’s
miners are received, with the exception of any extenuating circumstances, which must be
communicated to The Customer.
4. Included Services. ​Bit 49 provides troubleshooting, software updates, reasonable maintenance,
and either remote access and/or hashrate monitoring without an additional charge to The
Customer. Note: This excludes irreparable hardware failures.
5. Other Services​. All Other Services, including but not limited to replacement of power supply
units, physical hashboard or GPU repairs, or extensive software troubleshooting may require a
fee relative to the cost of labor to perform such service.
6. Custom Modifications​. By default, each miner will operate with factory settings. If a machine
has been bios modified, overclocked, or programmed with any custom settings by The Customer or a party with which they have collaborated, Bit 49 will consider maintaining custom settings on an exception-based, case-by-case basis. Such exceptions must be made by Bit 49 in writing. Agreement to receive such machines for hosting does not obligate Bit 49 to maintain custom settings upon arrival if such settings are found to be unstable. If modifications are found to be inherently unstable, Bit 49 will communicate the instability to The Customer and make suggestions on how to remedy the situation, along with an estimate of the hourly costs associated with doing so, if applicable. Requests made by The Customer to Bit 49 to modify hardware or software must be made in writing, and will be taken on a case-by-case basis. Bit 49 assumes no liability of damage that occurs as a result of requested modifications.
7. Irreparability​. If, after a reasonable amount of troubleshooting, any part of The Customer’s hardware or software is deemed irreparable or highly unstable, Bit 49 reserves the right to unplug the machine, reset the machine to stock settings, or install more stable software either permanently or temporarily, until another solution is found and deployed. Such changes will be communicated to The Customer.
8. Downtime​. Bit 49 guarantees 99% uptime. Any downtime that is greater than 7.3 hours during a given month will be deducted from the next month’s bill. Downtime will exclude:
○ Downtime due to nature of The Customer’s equipment (instability, poor condition, improper settings, etc.)
○ Acts or omissions of The Customer, its agents, employees, contractors, licensees, or the like, or
○ Force Majeure Events
○ Scheduled Maintenance
9. Control​. The Customer may choose to mine whichever cryptocurrency to whichever mining pools
they please. For customers using VPN, they may make changes at will. For customers not using VPN, if The Customer would like Bit 49 to change the coin being mined, they must fill out Bit 49’s “Change Request” form and allow 1-2 business days for the change to take effect.
10. Shipping​. The Customer assumes responsibility of their machines for the duration of the shipping of their machines. The Customer is responsible for all shipping costs, and must send all equipment per Bit 49’s shipping instructions. Bit 49 reserves the right to refuse any equipment that:
○ Is different than the equipment agreed upon to host.
○ Is sent defective, damaged, or in a potentially hazardous manner.
○ Receives damage during shipment.
11. Abandonment​. If The Customer fails to arrange for the removal and shipping of equipment from the hosting facility within thirty (30) days of contract termination, The Customer may be deemed to have abandoned the equipment, and ownership of the equipment may be assumed by Bit 49.
12. Dismantling and Disposal​. The Customer shall pay Bit 49 $10 per machine to unplug, remove, dispose of, or dismantle and ship any machines to The Customer’s chosen destination, if the shipment of such machines is desired after contract termination. All costs related to shipment will be the assumed responsibility of The Customer to pay.
13. Security Deposit​. Upon termination, The Customer shall be refunded the balance of their one-month deposit equal to the deposit amount less costs incident to:
○ Removal and disposal of any equipment or other property left by the Customer in the mining facility, and any storage costs
○ Any outstanding unpaid invoices, including monthly hosting fees
○ Any damage to the data center or any equipment located in the data center caused by
The Customer’s equipment
14. Security Deposit Return​.Bit 49 shall return the deposit to The Customer’s bank account within
40 (forty days) of the final day of the calender of month of when the expiration or termination of this Agreement occurs.

PAYMENT

15. Hosting Rate​. The Customer is charged a fixed hosting rate per kWh for GPU- or ASIC-miners,
which takes into account the power consumption of each miner, the number of miners in question, and the wattage draw . Power consumption will include a rating drawn for each miner, rounded to account for overhead power costs (ventilation, lighting, switches, routers, security cameras, external monitoring, etc.). Machines pulling less than 1200 watts are subject to an additional uplift factor. Total assumed wattage will be clear in the invoice. If, upon benchmarking, machines are calculated at a higher wattage than assumed in the invoice, The Customer will be notified and monthly billing will be adjusted accordingly. Any calculated increases to upfront payments, including the deposit, will be due immediately.
16. Billing​. The Customer will be billed on a recurring monthly basis, based on the contract length, the applicable rate, and the amount of power their machine(s) consume.
17. Initial Payment​. Before hosting begins, The Customer is required to pay up front a one-month deposit, one-month of hosting, and an initial setup fee as specified per miner. For GPU-miners, the initial setup fee may be subsumed in a “platform cost,” to be provided in the Invoice.
18. Subsequent Payments​. Monthly hosting fees for the subsequent month are due no later than the first business day of the last full week of the current month, and prior to any major holiday periods (e.g., hosting fees for February 2019 are due on Monday, January 21st; fees for March 2019 are due on Monday, February 18th; fees for January 2020 are due on Monday, December 16th, 2019).
19. Automatic Payments. ​The Customer is encouraged to set up automatic payments to avoid any delinquency. Any partial months will be prorated (e.g., for miners plugged in on the 8th day of the month, 7 days will be credited toward the second month’s payment).
20. Failure to Pay​. Failure to pay the subsequent month’s hosting fee by the mentioned due date may result in unplugging of The Customer’s miner(s) and puts The Customer in jeopardy of forfeiting hosting rights under this contract.
21. Early Termination​. The purchase of the first month of hosting, paid upfront, is final and non-cancelable. Further, the deposit will not be refunded in the event of termination of the Agreement by The Customer, no matter the reason for the termination request, if it is prior to the end of the period of this contract, including for conditions in Section 21, or due to The Customer’s breach of contract.

INDEMNIFICATION

22. Digital Asset Security​. The Customer is responsible for the security of the private keys of their
wallet addresses. The Customer should never share these private keys with anyone at any time. Bit 49 is not responsible for a breach in the security of The Customer’s wallet address(es) or the funds therein. The Customer will be responsible for maintaining, safeguarding, keeping confidential and controlling their own cryptocurrency wallet(s). The Customer acknowledges that if others are able to gain unauthorized access to their wallets’ private keys, they could permanently lose any funds therein. The Customer thus completely indemnifies Bit 49 in the event of any unauthorized access. The Customer should follow best practices for storing and cashing out of mined earnings and is strongly urged to do their own research on how to best mitigate security risks of their assets.
23. Equipment Liability in Transit​. The Customer assumes responsibility of any risk or liability associated with shipment. Further, Bit 49 is not liable for equipment that is sent damaged to the hosting facility. (See Section 10).
24. Market Movement​. Bit 49 is not responsible for potential losses due to market movements or The Customer’s choice of which cryptocurrencies to mine.
25. Force Majeure​. Bit 49 is under no obligation to provide compensation for potential mining losses due to a Force Majeure Event. A ​”Force Majeure Event” refers to any unforeseeable, unavoidable or insurmountable event, including, but not limited to, tornado, electrical storm, hail storm, flood, volcanic eruption, earthquake, landslide, fire, extreme cold or hot weather conditions, or any other natural disaster; abnormal social events, including, but not limited to, war, strike, riot, etc.; government acts, including, but not limited to, government intervention, restriction, ban, flood discharge, etc.
26. Insurance​. In the event of a Force Majeure Event, Bit 49 will pass on any payouts from insurance companies for insured losses through insurance claims, if applicable, and pass on any funds to The Customer, based on estimated market value at the time of the incident, to fully replace the equivalent equipment at similar depreciation. However, Bit 49 makes no guarantees insurance will cover every eventuality that may result in physical damage to The Customer’s equipment.
27. Advice​. The Customer may ask Bit 49 for advice. Bit 49 is under no obligation to provide such advice, nor is The Customer under any obligation to follow said advice. Bit 49 is not responsible for potential losses incurred from the application of advice given to The Customer.
28. Bankruptcy or Restructuring​. In the event​ Bit 49, or any of its partners, is in bankruptcy, restructuring, deregistration, revocation of its business license, a merger, dissolution, or otherwise lacks the resources to continue to host machines, Bit 49 shall be entitled to terminate this Agreement by sending a written notice to The Customer, and this Agreement shall be terminated upon the service of such notice. In such circumstance Bit 49 takes responsibility for The Customer’s miner(s) until The Customer arranges the return shipping of their miner(s).

MISCELLANEOUS

29. Proper Notice​. Changes to the above terms and conditions may be enacted by Bit 49 with proper
notice to The Customer.
30. Entire Agreement​: This Agreement between the Parties, once enacted on the effective date,
supersedes any and all prior written or oral understandings, offers, agreements, terms and conditions or other communications — ​except for the accompanying Invoice ​– between the parties in connection with the scope of this Agreement described herein or hereby. This Agreement may not be modified or amended except in writing signed by the Parties.
31. Failure to Enforce​. The failure of either Party at any time, or for any period of time, to enforce any provision of this Agreement shall not be construed as a waiver of such provision or as a waiver of the right of such Party thereafter to enforce each and every provision of this Agreement.
32. Enforceability​. In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
33. Confidentiality and NDA​: The terms, conditions, rates, and payment agreements in this invoice are to be kept confidential. The Customer will limit discussions of information contained in this Agreement to Bit 49 LLC and/or its representatives. This information includes, but is not limited to, the total contracted amount, setup fees, the deposit, prepaid monthly hosting fees, the total upfront payment, other fees associated with payment via credit card or other means, and the terms and conditions of this contract. The deposit, as stated in this Agreement, will not be refunded in the event of the violation of the agreement above.
34. Jurisdiction​. ​This Agreement shall be interpreted and enforced according to the laws of the United States or English Law, at Bit 49’s discretion. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and resolved by arbitration under the rules and procedures established in the States of Colorado or Massachusetts at the discretion of Bit 49​. ​In the event of legal action, ​the Parties shall submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of the state of Massachusetts, the state of Colorado, New York City, or at a court in London, at the discretion of Bit 49.

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