Terms & Hosting Service Agreement

between

SERVICE PROVIDER:                                                                

Munich International Mining LLC
ID Nr.: 402 190 696
Archil Kereselidze St. 9
0119 Tbilisi, Georgia 

and

CUSTOMER:                                                                               

Customer Name as provided in the webshop order
Customer Address as provided in the webshop order

SUBJECT OF THE CONTRACT

Hosting Service Fee:                                   According to the webshop order

Contract Duration:                                      12
months

Place of Performance:Data Center according to the webshop order

Contract Start Date:                                    At the completion of the webshop order

1.GENERAL PROVISIONS

1.1. This Hosting Service Agreement (hereinafter referred to as the „Contract“) establishes a legal relationship between Munich International Mining LLC (hereinafter referred to as „MIM“ or the „Service Provider“) and the undersigned customer (hereinafter referred to as the „Customer“), who engages MIM to provide hosting services (hereinafter also referred to as the „Hosting Service“) and accepts the terms set forth herein. The Customer and MIM shall each be referred to individually as a „Party“ and collectively as the „Parties.“

1.2. Definitions:

1.2.1. The term „Miner“ refers to the Customer’s ASIC miners (application-specific integrated circuits) operated by MIM under this Agreement.

1.2.2. The term „Customer“ refers to the natural or legal person utilizing MIM’s Hosting Services under this Agreement.

1.2.3. The term „Hosting Balance“ refers to the Customer’s creditbalance with MIM, deposited via their personal MIM dashboard (www.mim.farm) using EUR, USD, USDT, USDC, or BTC.

1.2.4. The „Hosting Service“ includes all activities performed by MIM necessary for the fulfillment of the Hosting Agreement. MIM charges a hosting service fee (hereinafter also referred to as the „Hosting Fee“) for the provision of the Hosting Service.

1.2.5. The „Hosting Facility“ refers to the place of performance, as specified on page 1 under „Place of Performance,“ where the Hosting Service for the Miners are provided by MIM in accordance with the terms of this Agreement.

1.3. The Customer intends to utilize the Hosting Service operated by MIM. To this end, the Customer engages MIM to host its Miners.

2.TERM AND TERMINATION OF THE CONTRACT

2.1. The Contract term is specified on page 1 under “Contract Duration” and commences on the Contract start date as defined on page 1 under “Contract Start Date.”

2.2. Both the Customer and MIM have the right to terminate the Contract in writing by November 30 of each year. A timely termination prevents the automatic renewal of the contract but does not affect the current contractual period. If no timely termination is effected, the Contract shall automatically renew for an additional twelve (12) months on January 1.

2.3. MIM may terminate the Contract with immediate effect in the event of:

2.3.1. Force majeure as defined in Section 11;

2.3.2. A legal or regulatory change rendering the continuation of the Contract impossible or unreasonable;

2.3.3. A material breach of Contract by the Customer that is not remedied within ten (10) calendar days after written notice from MIM;

2.3.4. A payment default by the Customer persisting for ten (10) calendar days despite a written reminder. In such case, MIM shall have the right to retain the Customer’s Miners until all outstanding payments are settled. If no payment is made within forty-five (45) calendar days following Contract termination, MIM shall be entitled to liquidate or dispose of the Miners.

2.4. An early termination by the Customer requires MIM’s prior written consent, which MIM is not obligated to grant. If MIM approves an early termination, the deposit shall be retained by MIM as compensation. The retention of the deposit shall be without prejudice to any outstanding hosting fees, repair costs, or any other claims due to MIM at the time of contract termination.

2.5. Upon Contract termination, the Customer shall arrange for the removal of its Miners from the Hosting Facility within fifteen (15) calendar days, provided no outstanding claims exist. Upon request, MIM may arrange shipment for a fee covering all associated handling and transportation costs. The risk shall transfer to the Customer once the Miners leave the Hosting Facility. If the miners remain in the Hosting Facility beyond the fifteen (15) calendar days, MIM shall be entitled to charge a rack rental fee of €1 per miner per day. This fee shall apply until the Miners are either removed or liquidated by MIM. If, after forty-five (45) calendar days, the Miners are still in the Hosting Facility or no removal measures have been taken, MIM shall have the right to liquidate or dispose of the Miners at its sole discretion.

3.OBLIGATIONS

3.1. The Customer undertakes to provide only complete and truthful information throughout the entire Contract Duration and shall not misrepresent itself to MIM in any misleading manner. If it is determined that the Customer has provided false or incomplete information, MIM shall have the right to terminate the Contract for cause.

3.2. The Customer bears sole responsibility for the recording, declaration, and proper taxation of any cryptocurrency generated by the Miners in compliance with applicable legal regulations. MIM assumes no liability for the Customer’s tax, regulatory, or accounting obligations. The Customer shall indemnify and hold MIM harmless from any claims, costs, penalties, or other damages arising from the Customer’s failure to comply with tax regulations or any related governmental demands.

3.3. MIM shall be entitled, at its sole discretion and without the prior consent of the Customer, to engage third parties or subcontractors for the performance of contractual services or the fulfillment of its obligations under this Contract, provided such engagement is necessary for the proper execution of the Contract.

3.4. MIM shall use all reasonable efforts to commence the operation of the Miners by the expected online date. However, MIM shall not be responsible for any delays in the operation of the Miners due to circumstances beyond its control, including but not limited to delays in the receipt of the Miners (e.g., supply shortages from manufacturers and suppliers, holidays, customs clearance delays, etc.) and force majeure events as defined in Section 11.

4.HOSTING SERVICE

4.1. MIM shall provide and perform the Hosting Service for the Customer’s Miners at the Hosting Facility. The applicable Hosting Fee is governed by Section 5. The Hosting Service includes:

4.1.1. Provision of shelf or rack space in the Hosting Facility;

4.1.2. Monitoring (both system-based and on-site personnel) and continuous maintenance of the Miners;

4.1.3. Maintenance and updates of software and firmware;

4.1.4. Customer support via email provided by the MIM team;

4.1.5. Warranty cases will be handled by MIM, but transportation costs may be charged to the Customer. Repairs that fall outside the scope of warranty shall be carried out in coordination with the Customer, with the costs invoiced separately.

4.2. Standard: MIM shall configure the Customer’s Miners to operate on a Mining Pool selected by MIM.

4.3. Optional: The Customer has the option to configure their Miners to operate on a Mining Pool of their choice. In such a case, Section 4.2 shall not apply. The following conditions apply to this option:

4.3.1. The Customer must submit a written request for this option to MIM via email or through the dashboard.

4.3.2. The Customer must independently enter the required Mining Pool data for each Miner in the dashboard and ensure its accuracy. The Customer is also responsible for selecting the Mining Pool and continuously monitoring its performance.

4.3.3. MIM assumes no liability for incorrect entries, the functionality of the provided data, or the availability of the selected Mining Pool. The Customer bears full risk for any resulting loss of mining revenue.

4.3.4. The Customer is required to make an advance payment equal to the monthly Hosting Fee before activating this option. Additionally, the Customer must ensure that their Hosting Balance covers at least the monthly Hosting Fee at the beginning of each billing month. Otherwise, MIM shall be entitled to suspend the Hosting Service with immediate effect in accordance with Section 7. Monthly Hosting Fee Calculation: Monthly Hosting Fee = Hosting Fee x Number of Miners x Power Consumption x 24 hours x 30,4 days

4.3.5. At all times, the Customer retains full control and responsibility over the mining rewards generated by their Miners. MIM shall have no access to the mined Bitcoins or other cryptocurrencies of the Customer.

4.4. MIM shall use reasonable efforts to provide the Customer with an adequate Hosting Service for the Contract Duration while aiming to maintain an average annual uptime of 95 percent which does not include events beyond MIM’s control such as maintenance work on the power grid by the electricity provider power limitations also referred to as Power Curtailment the general inability of the electricity provider to supply sufficient energy to the Hosting Facility failures or disruptions in the internet connection caused by internet service provider outages interruptions due to repairs or failures of the Miners as well as operational interruptions at the Hosting Facility or within the power grid resulting from force majeure.

4.5. If a Miner is deemed irreparably defective, MIM shall notify the Customer in writing. If the Customer does not provide instructions on how to proceed within ten (10) calendar days, MIM shall be entitled to dispose of or otherwise repurpose the Miner at the Customer’s expense

5.BILLING AND PAYMENT TERMS

5.1. MIM shall provide the Customer with a Hosting Service, in return for which MIM shall charge the Customer Hosting Fees for the Contract Duration.

5.2. The price of the Hosting Fees corresponds to the amount specified on page 1 of the Contract under “Hosting Service Fee.” These fees apply exclusively to services provided by MIM and do not include any additional services not expressly stipulated in this Agreement.

5.3. The Hosting Fees are based on the actual power consumption of the Miners and shall be billed according to the selected Mining Pool configuration:

5.3.1. If the Customer’s Miners operate on a Mining Pool selected by MIM (Section 4.2.), the Hosting Fees shall be deducted continuously at short intervals from the Customer’s Hosting Balance with MIM. If the Hosting Balance is insufficient, the fees shall be deducted from the Customer’s mining revenue.

5.3.2. If the Customer’s Miners operate on a Mining Pool selected by the Customer (Section 4.3.), the Hosting Fees shall be deducted continuously at short intervals from the Customer’s Hosting Balance with MIM..

5.4. The Customer shall bear all transaction fees for payments made to MIM, including but not limited to fees for crypto-to-crypto transfers, crypto-to-fiat conversions, and fiat-to-fiat transfers.

5.5. MIM reserves the right to adjust the Hosting Fees during the Contract Duration with prior written notice under the following conditions:

5.5.1. Increased operational costs arising exclusively from increases in electricity prices, adjustments to land lease payments, or rising ancillary costs directly related to the Hosting Facility. Additionally, in the event of a deterioration of more than 7.5% in the exchange rate of the Euro (EUR) against the US Dollar (USD) to MIM’s disadvantage.

5.5.2. Regulatory changes, including but not limited to new laws, taxes, or restrictions that result in higher operational costs.. Upon request, MIM shall provide evidence of cost increases incurred during the Contract Duration.

6.HOSTING DEPOSIT

6.1. The Hosting Deposit serves as collateral for the Customer’s obligations under this Contract and shall be specified in the invoices for each Miner order, if required by MIM.

6.2. MIM reserves the right to apply the Hosting Deposit toward any outstanding claims against the Customer. If the Deposit is utilized in whole or in part, the Customer shall be required to replenish the missing amount within ten (10) calendar days of receiving notification from MIM. Failure to do so may result in further measures in accordance with Section 7.4.

6.3. Upon termination of the Contract, MIM shall refund the unused portion of the Hosting Deposit to the Customer within thirty (30) calendar days, provided no outstanding claims remain. The Hosting Deposit shall not be refunded if MIM terminates the Contract for cause due to a breach by the Customer.

7.PAYMENT DEFAULT AND SUSPENSION OF HOSTING SERVICE

7.1. MIM shall be entitled to suspend the Hosting Service with immediate effect for any Customer whose Miners operate on a Mining Pool selected by the Customer (Section 4.3.) if:

7.1.1. The Hosting Balance is not at least equal to the monthly Hosting Fee before the start of a billing month, or

7.1.2. The Hosting Balance is depleted or negative.

7.2. The Hosting Service shall only be resumed once all outstanding Hosting Fees have been fully settled and the Hosting Balance meets or exceeds the expected monthly Hosting Fees.

7.3. During the suspension of the Hosting Service, MIM shall be entitled to charge a rack rental fee of €1 per Miner per day. This fee shall apply until the Hosting Service is resumed.

7.4. If outstanding amounts remain unpaid despite a written payment request from MIM for a period of ten (10) calendar days, MIM shall be entitled to take appropriate measures, including but not limited to:

7.4.1. From calendar day 10: Utilizing the Customer’s Miners for selfmining until all outstanding amounts are fully settled.

7.4.2. From calendar day 30: Taking ownership of the Miners to cover the outstanding amounts.

8.POWER CURTAILMENT AND EMERGENCY

8.1. The Customer acknowledges and agrees that MIM is obligated to participate in power curtailment if required by the electricity provider or the local grid operator at the Place of Performance. As a result, power supply may be reduced or shut down to respond to emergencies or peak load situations. MIM shall not be liable for any losses or damages resulting from such measures. In the event of a shutdown of the Hosting Facility, MIM shall notify the Customer without undue delay.

8.2. MIM may, at its sole discretion, determine the existence of an emergency and take necessary measures, with the Customer being notified immediately. Actions such as reorganization, removal, or relocation of equipment require the Customer’s written consent. If the Customer does not respond within forty-eight (48) hours, MIM shall be entitled to act independently to safeguard the infrastructure and Miners. MIM shall not be liable for any losses or damages caused by emergencies, except in cases of gross negligence.

8.3. After an emergency has been resolved, MIM shall inform the Customer about the status of the Hosting Services. Any necessary repairs or replacement acquisitions shall be the Customer’s responsibility.

8.4. If MIM is required to restrict operations due to regulatory orders, the Customer shall not be entitled to any compensation or reimbursement.

9.LIMITATION OF LIABILITY

9.1. MIM makes no guarantees regarding the profitability or performance of the Miners. The Customer assumes full economic risk.

9.2. MIM shall not be liable for failure to fulfill any obligation if such failure is caused by events beyond MIM’s control. This includes, but is not limited to, governmental orders, cyberattacks, power outages, regulatory changes, and force majeure events as defined in Section 11. This also applies to changes in regulatory, legal, or technical conditions affecting cryptocurrencies or mining.

9.3. MIM shall not be liable for any damage to or loss of Miners due to environmental conditions, cyberattacks, IT security incidents, equipment failures, improper handling by the Customer, theft, transport damage, or external influences, unless caused by MIM’s gross negligence. MIM shall also not be liable for any damage resulting from manufacturing defects or malfunctions in the Customer’s hardware.

9.4. Notwithstanding any other provisions in this Contract, MIM shall not be liable for: (I) lost profits; (II) business, revenue, or production losses; (III) data loss, interruptions, or the inability to use Miners; (IV) loss of contracts or business opportunities; (V) reputational damage or loss of goodwill.

9.5. The Customer agrees to indemnify, defend, and hold harmless MIM and its affiliates from any claims, demands, lawsuits, proceedings, or losses arising from or in connection with: (I) legal, regulatory, or governmental actions against or involving the Customer; (II) maintenance or operation of the Miners due to an error by the Customer; (III) losses caused by the Customer, its executives, managers, or partners; and (IV) any breach or non-fulfillment by the Customer of any provision or obligation under this Contract.

10.CONFIDENTIALITY CLAUSE

10.1. Both Parties acknowledge that they, as well as their employees or representatives, may gain access to confidential information of the other Party in the course of performing this Contract. All contents of this Contract, as well as any information obtained during contract negotiations, upon contract execution, or throughout the Contract Duration that is not publicly available, shall be deemed confidential. Neither Party shall use, reproduce, or disclose confidential information except to the extent expressly permitted as necessary for the fulfillment of contractual obligations. The disclosure of confidential information to third parties is prohibited unless prior written consent is obtained from the other Party or the information is shared with employees or agents who require access for the performance of the Contract.

10.2. Both Parties agree to implement appropriate protective measures to ensure the confidentiality and security of proprietary information. Disclosure of confidential information shall only be permitted if required by law or regulatory obligations. In such cases, the disclosing Party shall, to the extent legally permissible, promptly notify the other Party and take all reasonable measures to limit the disclosure to the minimum necessary.

10.3. A breach of this confidentiality clause entitles the affected Party to claim compensation for direct and indirect damages incurred. Furthermore, the affected Party shall have the right to terminate the Contract for cause.

10.4. Both Parties agree to maintain the confidentiality of all confidential information even after the termination of this Contract. Upon written request following the termination of the Contract, both Parties shall be obligated to return, destroy, or delete all confidential information and any copies thereof in their possession or control within ten (10) calendar days.

11.FORCE MAJEURE

11.1. Neither Party shall be liable for the non-performance or delay in the fulfillment of its contractual obligations if caused by an event of Force Majeure. Force Majeure refers to any event beyond the control of either Party, not caused by the fault or negligence of the Parties, and which is unavoidable. This includes, but is not limited to: natural disasters (e.g., floods, earthquakes, storms), lightning strikes, fires, explosions, general power outages, strikes, acts of war, civil unrest, terrorism, epidemics, vandalism, theft, sabotage, governmental restrictions or limitations (including restrictions on cryptocurrency mining), and any delays or omissions by governmental authorities that cannot be avoided despite reasonable diligence and compliance with applicable laws.

12.DISPUTE RESOLUTION AND CLAIM SETTLEMENT

12.1. The proper fulfillment of obligations under this Contract shall be deemed confirmed in the absence of any written complaints within ten (10) calendar days following the end of a month. If the Customer wishes to raise complaints regarding the quality or scope of the services provided, such complaints must be submitted exclusively in writing within this period. After the expiration of this period, the service shall be considered fully accepted, and any subsequent claims shall be excluded.

12.2. Disputes or disagreements arising from or in connection with this Contract shall first be resolved through direct negotiations between the Parties.

12.3. Written complaints shall be reviewed within thirty (30) calendar days from the date of receipt. If external experts or technical evaluations are required for assessment, this period may be extended accordingly.

12.4. If, upon review, a complaint is found to be unfounded, the submitting Party shall bear all actual costs incurred in the assessment and resolution of the dispute, including, but not limited to, expert fees, legal fees, and any other expenses related to the evaluation.

12.5. If a dispute cannot be resolved through negotiations within sixty (60) calendar days from the receipt of the initial written complaint, it shall be settled through binding arbitration under the rules of the Georgian International Arbitration Centre (GIAC), which shall form an integral part of this Agreement. The exclusive seat of arbitration shall be Tbilisi, Georgia, and the language of the proceedings shall be English.

12.6. All provisions of this Contract and the obligations arising therefrom shall be interpreted in accordance with the laws of Georgia.

13.MISCELLANEOUS PROVISIONS

13.1. This Contract constitutes the entire agreement between the Parties. Any prior agreements, oral or written side agreements, as well as any other commitments or representations not expressly included in this Contract, shall be null and void and have no legal effect.

13.2. Any amendments or additions to this Contract must be made in writing and require the consent of both Parties.

13.3. If any provision of this Contract is determined to be invalid, unenforceable, or unlawful, this shall not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the intent and purpose of the original provision in a legally permissible manner. The same shall apply in the event of contractual gaps or if any provision is deemed impracticable.

13.4.The Parties agree that this Contract, as well as any related documents, amendments, or modifications, may be signed electronically. Electronic signatures, including digital signatures, shall have the same legal effect as handwritten signatures.

13.5. MIM shall be entitled to set off any claims to which it is entitled against the Customer under this Contract or any other contractual relationship with the Customer against claims of the Customer under this Contract.

13.6. The Customer may not assign or transfer its rights and obligations under this Contract, in whole or in part, without the prior written consent of MIM. MIM shall be entitled to transfer this Contract to affiliated companies or third parties that adhere to the contractual terms.

13.7. This Contract is valid and legally binding even without the Customer’s signature. By placing an order through our website or webshop, the Customer fully accepts our General Terms and Conditions (GTC) as well as the provisions of this Contract. Acceptance of our GTC and this Contract is given by placing the order and does not require any further written confirmation or signature from the Customer.

14.SIGNATURES

This Hosting Service Agreement is valid and legally binding even without the customer’s signature. By placing an order through our website or webshop, the customer fully accepts our General Terms and Conditions (GTC) and the provisions of this Contract. Consent to our GTC and this Contract is given by completing the order, and no further written confirmation or signature from the customer is required.

Appendix I: Payment and
Contact Information

Important Notices:

1. For transactions made via USDT or BTC, proof of the transaction must be provided by sending
   the transaction ID (e.g., a screenshot) via email to MIM to ensure proper payment allocation.
   
2. For larger transactions made via USDT or BTC, it is recommended to first conduct a test
   transfer to the designated wallet address.