Island Computer

AGREEMENT FOR SALE AND PURCHASE OF MINING CONTRACT ADDITIONAL TERMS AND CONDITIONS

 

1. The terms set out below shall have the following meanings in this Agreement:

   “Account” shall mean the email address of Seller to which Buyer shall assign the Hash, to which all Cryptocurrency will be sent and through which Buyer shall be able to monitor the status of the Covered Mining Contract;

   “Allocated Cryptocurrency” shall mean the Cryptocurrency earned under the Covered Mining Contract;

   “Buyer” shall mean the party named as Buyer on the Cover Sheet;

   “Covered Mining Contract” shall mean each Mining Contract purchased by Buyer from Seller as indicated on the Cover Sheet;

   “Cryptocurrency” shall, unless the context indicates otherwise, mean the Cryptocurrency named on the Cover Sheet;

   “Hash” shall mean the Graphs/second as indicated on the Cover Sheet;

   “Mining Pool” shall, unless the context indicates otherwise, mean the main Mining Pool identified on the Cover Sheet;

   “Mining Contract” shall mean the purchase by Buyer from Seller of the computational output over the Term as measured by Hash;

   “Total Purchase Price” shall mean the Total Purchase Price stated on the Cover Sheet; “Seller” shall mean the party named as Seller on the Cover Sheet;
   “Parties” shall mean Buyer and Seller and “Party” shall mean any of them; and

   “Term” shall mean the Term stated on the Cover Sheet.

2. Buyer acknowledges and confirms that:

   • it is a knowledgeable and seasoned investor;

   • the purchase of the Covered Mining Contract is a risky and speculative investment;

   • it may not recover any or all of the Total Purchase Price through the receipt of Allocated Cryptocurrency let alone make a profit on the Covered Mining Contract;

   • it has the financial wherewithal to sustain a 100% loss of the Total Purchase Price;

   • the value of Cryptocurrency can fluctuate wildly and often;

   • it is solely responsible for managing any Allocated Cryptocurrency, including the timing of any sale of Allocated Cryptocurrency;

   • it has independently reviewed the provisions of this Agreement and finds them to be fair and reasonable; and

   • it has performed its own financial analysis of the Covered Mining Contract; and

   • it has not entered this Agreement in reliance on any forecasts, estimates, promises or other statements made to it by Seller or representatives of Seller, whether orally or in writing.

3. If Buyer fails to pay the Total Purchase Price or any portion thereof when due, Seller, in the exercise of its sole discretion and without any liability to Buyer, shall be entitled to:

   a. terminate the Covered Mining Contract and claim against Buyer for the balance owing of the Total Purchase Price; or

   b. suspend the Covered Mining Contract until Buyer has paid the Total Purchase Price in full.

4. The amount of Hash is indicated on the cover sheet and shall be measured by the daily average at the mining pool. Should such average fall below the amount of Hash as indicated on the cover sheet, Seller, in the exercise of its sole discretion, shall take the following steps in order to make up for any shortfall in the Hash, either (a) allocate additional hashpower to such computer or (b) extend the Term.

5. Should Seller fail to take the abovementioned steps, Buyer may claim against Seller provided that any such claim (a) shall be in writing, (b) shall be made no later than 30 days following the end of the Term, (c) shall document the basis of the claim, (d) shall be subject to Seller’s approval and (e) may not exceed USD1,000 or 5% of the Covered Mining Contract value (whichever is less) for the mining contract. Except as provided in this Paragraph 7., Seller shall have no liability to Buyer under the Covered Mining Contract for any failure of Seller to perform its obligations thereunder. Further, Buyer acknowledges that no director, shareholder, employee, agent or other representative of Seller bears liability to the Buyer for any such failure.

6. Buyer acknowledges that Seller has the exclusive right, title and interest in and to any hardware (computer, cables, gpus, etc.) supporting the Covered Mining Contract and nothing in this Agreement shall give Buyer any right, title and interest in and to the same.

7. Seller shall not be liable for any delay or failure to perform any of its obligations under the Covered Mining Contract if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, terrorism, fire, or shortage or unavailability of raw materials from a natural source of supply, governmental seizure or interruption, power outages or interruptions in electricity which exceeds 72 hours, and Seller shall be entitled to a reasonable extension of its obligations.

8. The terms and conditions of this Agreement supersede any prior terms and conditions, whether oral or in writing, regarding the subject matter of this Agreement and in particular theCoveredMiningContract. ThisAgreementmayonlybeamendedbyawritingsigned by the Parties.

9. Nothing contained in this Agreement shall be construed as establishing or implying any partnership or joint venture or agency between the Parties.

10. The failure by either Party to enforce at any time or for any period any one or more of the terms and conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce the other terms and conditions herein.

11. Both Buyer and Seller shall be free to assign its rights and delegate or subcontract its responsibilities under this Agreement without permission of the other party.

12. The limitations of liability afforded to Seller under this Agreement are intended to be cumulative and are in addition to any limitations of liability available to Seller under law or in equity.

13. Seller shall not refund the Total Purchase Price or any part thereof even should seller terminate the Covered Mining Contract under Paragraph 5. above.

14. If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision eliminated.

15. This Agreement shall be governed by the laws of Hong Kong the courts of which shall have exclusive jurisdiction to hear all matters arising under this Agreement.