PLEASE READ THESE SALE TERMS CAREFULLY. NOTE THAT SECTION 18 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THS. Your purchase of The Hash Speed tokens (THS) during the private token sale as defined below, from THS Mining Ltd. UK (the “Company,” “we,” or “us”) is subject to these terms of sale (“Terms”). Each of you and Company is a “Party” and, together, the “Parties.” By purchasing THSs from us during the Sale, you will be bound by these Terms and any terms incorporated by reference. If you have any questions regarding these Terms, please
Contact us at email@example.com
You and Company agree as follows:
1. Commencement and Duration of Sale
The Company will conduct an IEO of THSs (the “Sale”), which will begin at 8:00 AM on June 14th, 2020 (the “Launch Date”) and the end date 13th July 2020 or when 650,000,000 THS has been sold whichever is earlier.
In order to be eligible to participate in the Sale you must be registered as a member. In addition, a prospective purchaser must provide us with contact 12 information (your “User Credentials”), proof of identity, and other information. You must also have an Ethereum wallet that supports the ERC-20 token standard in order to receive any THSs you purchase from us and provide us the address for that wallet. We reserve the right to prescribe additional guidance regarding specific wallet requirements. If you select bitcoin (“BTC”) as your Payment Currency (as defined below) you must provide us with a refund address to receive any necessary refunds (the “Refund Address”). Any refunds will be made in the Payment Currency not in USD. In the event you supply an incorrect or incomplete Refund Address or THS Receipt Address we are not responsible for any delays, losses, costs, non-delivery of refunds or of THSs, or other issues arising from the failure to provide, or providing an inaccurate or incomplete Refund Address or THS Receipt Address. If you already possess THSs prior to the Launch Date, you are not eligible to participate in this Sale. 32
THE HASH SPEED(THS)
3. Purchase and Sale of THS
a. P ric e; P ayment C urrenc ies
The USD price per THS is $0.10 (“Price per THS”). While the Price per THS is set in USD, you may pay for THSs in either USD, Ether (“ETH”), BTC or others (each, a “Payment Currency”).
b. Purchase Procedure
After logging into the Sale portal via a web browser, you will be contacted by THS Mining to conduct the purchase. You will need to supply proof of identity, and other information, and will be prompted to select an amount of THS to purchase. We reserve the right, in our sole discretion, to modify any of the procedures described herein to account for network congestion or other technical challenges.
c. Purchase Price
Your quoted “Purchase Price” in the selected Payment Currency is equal to the USD value of the purchase amount divided by the Exchange Rate (as defined below). The “Exchange Rate” will be the exchange rate between USD and your selected Payment Currency as sourced by the Company from coinmarketcap.com at the approximate time your purchase request is processed. For the avoidance of doubt, to the extent the Exchange Rate varies from the then-current rate on coinmarketcap.com, the Exchange Rate will apply.
d. Purchase Price Must Be Received in Full Within Six Hours
If we have not received the payment of the full Purchase Price in accordance with these Terms within six (6) hours of the time that you receive your payment instructions, we reserve the right to void your purchase request and refuse to accept your payment of the Purchase Price. For the avoidance of doubt, the Purchase Price will be deemed to be paid in full once we have received three (3) network confirmations of the transaction. We reserve the right, in our sole discretion, to modify or extend any of the timelines described herein to account for network congestion or other technical challenges or delays.
e. Payment of Purchase Price
You must pay the Purchase Price by sending the correct quantity of BTC, ETH, or USD (but not a combination) to the unique address displayed to you via the Sale portal. Your purchase is not guaranteed until we receive the full amount of the Purchase Price. f. One Purchase Per Purchaser. You will only be allowed to make one purchase during the Sale. You agree not to allow anyone to use your THS MIning Account or share your User
THE HASH SPEED(THS)Credentials with any other person for the purpose of facilitating their unauthorized access to the Sale. If you do share your User Credentials with anyone we will consider their activities to have been authorized by you. You alone are responsible for any acts or omissions that occur during the Sale through the use of your User Credentials. We reserve the right to suspend or block your access to the Sale upon suspicion of any unauthorized access or use, or any attempt thereof, by anyone associated with your User Credentials. g. Delivery of THSs. Company will deliver the quantity of THSs you purchase within five (5) days from the date Company
(i) Receives your payment
(ii) Receives your complete and accurate THS Receipt Address
(iii) Approves your Accredited Purchaser status
(iv) Your confirms your identity.
4. Scope of Terms
a. Unless otherwise stated herein these Terms only govern your purchase of THS from Company during the Sale.
b. Any use of THS in connection with providing or receiving Services in the THS Mining may be governed by other applicable terms and conditions and policies.
Refusal of Purchase Requests. All purchases of THS from us during the Sale are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time at our sole discretion.
6. THS Creation and Allocation.
Important information about the Company’s creation and intended use of the THS is provided in Exhibit B. By purchasing THS, you acknowledge that you have read, understand, and have no objection to Exhibit B.
7. Acknowledgment and Assumption of Risks
You acknowledge and agree that there are risks associated with purchasing, owning, and using THS for the provision or receipt of Services in the THS Mining Limited UK, as disclosed and explained in Exhibit C. BY PURCHASING THS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold THS purchased from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose
THE HASH SPEED(THS)access to your THS. We are not responsible for any losses, costs, or expenses relating to lost access credentials. 9. Personal Information We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable laws or regulations in connection with selling THS to you. You agree to provide us such information promptly upon request and acknowledge that we may refuse to sell THS to you until you provide such requested information and we have determined that it is permissible to sell you THS under applicable laws or regulations.
Any amounts that you pay for THS are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of THS, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of THS.
10. Representations and Warranties
By sending ETH or BTC to purchase THS from us, you represent and warrant that:
a. You have read and understand these Terms (including all Exhibits);
b. YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH
PURCHASING THS, OWNING THS, AND USING THS FOR THE PROVISION OR RECEIPT OF SERVICES IN THE THS Mining INCLUDING (BUT NOT NECESSARILY LIMITED TO) THE RISKS DESCRIBED IN EXHIBIT C;
c. You have sufficient understanding of technical and business matters
(Including those that relate to the Services), cryptographic tokens, token transactions, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing THS, including but not limited to
(i) the irreversibility of transactions
(ii) that in the event you improperly send tokens to the incorrect address it may result in loss of the tokens
(iii) that you must keep your private key(s) secret, because anyone who you share your private key with will be able to send tokens from that address
THE HASH SPEED(THS)d. You understand the restrictions and risks associated with the creation of THS as set forth herein, and acknowledge and assume all such risks;
e. You have obtained sufficient information about the THS
The Services and the THS : Mining to make an informed decision to purchase THS, and participate in the development of THS Mining before its launch. You understand that by participating in this token sale the tokens to be received are ERC-20 tokens.
f. You understand that the THS confer
Only the right to provide and receive Services in THS Mining and to contribute to the technical development of the THS Mining, and confer no other rights of any form with respect to the THS Mining, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; g. You are being aware of the commercial risks associated with the Company. You are not purchasing THS for any other purposes, including, but not limited to, any investment, speculative or financial purpose; h. Your purchase of THS complies with applicable laws and regulations in your jurisdiction, including, but not limited to,
(i) legal capacity and any other threshold requirements in your jurisdiction for the purchaseof the THS and entering into contracts with the Company,
(ii) any foreign exchange or regulatory restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained; i. You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of THS; j. If you are purchasing THS on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly); k. You are not
(i) a citizen or resident of a geographic area in which access to or use of the Services or the acceptance of delivery of the THS is prohibited by applicable law, 6 decree, regulation, treaty, or administrative act,
(ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or
(iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent
THE HASH SPEED(THS)and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
(a) To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, 16 losses, costs and expenses (including attorneys’ fees) that arise from or relate to (i) your purchase or use of the Tokens, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity. (b) Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 14(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE THS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE THS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, (B) WE DO NOT REPRESENT OR WARRANT THAT THE THS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE THS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE THS OR THE DELIVERY MECHANISM FOR THS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. b. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 15 may not apply to you.
13. Limitation of Liability
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT,
THE HASH SPEED(THS)SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE 17 TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED THE AMOUNT YOU PAY TO US FOR THE TOKENS. b. THE LIMITATIONS SET FORTH IN SECTION 16(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY. c. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 16 may not apply to you.
To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between participants in the THS Mining and the acts or omissions of any third parties.
a. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company’s 38 THE HASH SPEED(THS)respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). b. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. c. Federal Arbitration Act. The enforceability of this Section 18 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law. 18 d. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at firstname.lastname@example.org. Notice to you shall be by email to the email address you provide to us. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or the Company may, as appropriate and in accordance with this Section 18, commence an arbitration proceeding or, to the extent specifically provided for in Section 18(a), file a claim in court. e. Process. Any arbitration will occur in King County, Washington. Arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference. The state and federal courts located in King County, Washington will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county where you reside if the Dispute meets the requirements to be heard in small claims court.
THE HASH SPEED(THS)f. Authority of Arbitrator. As limited by the FAA, these Terms, and the applicable JAMS rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. g. Rules of JAMS. The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the rules of JAMS, or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
17. Governing Law and Venue
These Terms will be governed by and construed and enforced in accordance with the laws of the state of Washington, without regard to conflict of law rules or principles (whether of the state of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of or relating to these Terms that are not subject to arbitration or cannot be heard in small claims court will be resolved in the 19 state or federal courts of the state of Washington and the United States, respectively, sitting in King County, Washington.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and us relating to your purchase of Tokens from us. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing Tokens from us does not create any form of partnership, joint venture, or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of