MINEHORIZON SERVICE AGREEMENT
I (the “Customer”) agree with the following terms and conditions for the provision of cryptocurrency mining services (the “Agreement”) is made as of today between:
MineHorizon having the website “MineHorizon.com”, located at 2000 Hamilton St. #572, Philadelphia PA 19130 (“Service Provider”);
and
me, the Customer.
The purpose of this agreement is to set forth terms as Customer has agreed to purchase a service contract from Service Provider to purchase, and/or build, set-up, host, and operate cryptocurrency mining machine(s) and/or rig(s) (“Mining Machines”) on behalf of the Customer.
1. DEFINITIONS
Cryptocurrency Mining
In cryptocurrency networks, mining is a validation of transactions. For this effort, successful miners obtain new cryptocurrency as a reward or commission. Mining is done with Mining Machines (Proof of Work “POW”) and/or by holding, and reserving from use, a certain amount of a specific cryptocurrency in a special category of wallet that gives the account holder some type of miner/validator status on that network (Proof of Stake “POS”). There are some cryptocurrency networks that have other means of mining (such as proof of capacity) but they usually still fall somewhere between these two main categories of POW and POS.
Hashrate
The number of hashes of the Mining Algorithm that the Mining Machines can process per second. The number of performed hashes may vary over time due to forces outside the Service Provider’s control. Each Mining Machine is designed to perform at an optimal hashrate that varies within a given tolerance as specified by the manufacturer. The hashrate is a known and easily searchable specification of Mining Machines. The Service Provider assumes that the Customer has sufficient knowledge of cryptocurrencies, mining, and what the specifications of various Mining Machines are. The Service Provider has provided the make and model of the Mining Machine and will report the average hashrate for that Mining Machine for a given payout period on payout invoices.
Mining Pool(s)
The pooling of resources by cryptocurrency miners, who share their processing power or hashrate over a network, to generate blocks more quickly and therefore receive a portion of the block reward on a consistent basis rather than mining separately and only receiving rewards randomly and/or infrequently.
Mining Machines
CPU, ASIC, server, laptop, GPU rigs, or any device(s) purchased through MineHorizon.com to be hosted and operated by the Service Provider. Whole Unit or Portion Unit Mining Machine packaged purchases are available through the Service Provider and are clearly defined at the time of purchase on the Customer’s receipt(s) from the Service Provider and on payout receipts throughout the payment cycles. Each Mining Machine unit package purchase(d) through the Service Provider constitutes a new and separate Agreement between the Customer and Service Provider with terms as reflected in each Agreement at the time of purchase.
Machine Operational Revenue (“MOR”)
Gross revenue paid as commissions from Mining Pool(s) to the Service Provider for operating Mining Machines, which are mining cryptocurrency at various hashrates, paid out in a particular cryptocurrency to a designated cryptocurrency wallet.
Machine Operational Costs (“MOC”)
Costs associated with operating any Mining Machine that does cryptocurrency mining including direct and indirect supportive services. Costs are converted from/to USD as needed before deduction. Exchange rates and fees apply at the time of conversion.
Machine Operational Costs include but are not limited to:
• Direct Electrical Power Consumption of the Mining Machine(s)
• Indirect Power Consumption including but not limited to: HVAC devices/equipment, IT devices/equipment, Security devices and any power consumption for any other required supportive equipment.
• Data Bandwidth Fees
• Facility Rental Fees
• Professional I.T. Monitoring Services Fees
• Professional Security Monitoring Services Fees
• Account Transfer Fees
• Any transaction fees for converting crypto to/from USD as needed for paying costs
• Any transaction fees for transferring to/from designated cryptocurrency wallets and/or bank account(s) as needed for payouts and paying costs.
While MOC remains somewhat constant, if at any time additional costs are required, like additional security for example, Service Provider reserves the right to adjust the MOC withheld before any profits are distributed on an as needed basis.
Machine Operational Profits (“MOP”)
Defined as Machine Operational Revenue minus Machine Operational Costs, also written as MOR minus MOC. This is the amount that gets divided between the Customer and Service Provider as per this Agreement.
Customer Machine Operational Profits (“CMOP”)
The Customers portion of the Machine Operational Profits (“MOP”) as per this Agreement which is set to 70% of MOP.
So for example, if the Customer purchased one (1) Bitmain Antminer S9 through the Service Provider, the CMOP would be equal to the MOR the Service Provider receives for operating the one (1) Bitmain Antminer S9 in its facilities minus the MOC and then that total multiplied by 0.7. Written as an equation it would look like:
CMOPBitmain S9 = ( MORBitmain S9 – MOCBitmain S9 ) x 0.7 =
(MOPBitmain S9) x 0.7
MineHorizon Machine Operational Profits (“MHMOP”)
The Service Provider portion of the Machine Operational Profits (“MOP”) as per this Agreement which is set to 30% of MOP.
Whole Unit Customer
A customer who pays for a whole unit Mining Machine through the Service Provider and has the Ownership of the unit and receives a serial number as specified in the Ownership section of this Agreement. For example, a Customer who purchases one (1) whole “Bitmain Antminer S9” through the Service Provider. Service Provider reserves the right to substitute any miner with a brand new one while it is in operation in one of it’s facilities. In this case, and in this case alone, the new miner must be brand new, never used, and must be equal to or better than the hashrate of the original Mining Machine of the Whole Unit Customer, and must be the same model or a newer version of the same model. If the Whole Unit Customer’s Mining Machine(s) are swapped for new ones by the Service Provider in this fashion, they will receive the new serial number immediately via email upon the new Mining Machine activation. Service Provider may do this swap for a new Mining Machine from time to time in order to move hashing power among various mining facilities which it operates, opens, and or closes, or to perform maintenance without service interruption where possible, or to upgrade/improve the hashrate, and/or to maintain low MOC and maximize MOP. This does not guarantee there will be no service interruption as the Service Provider mining network grows and optimizes its mining network, but it does offer some pathways to uninterrupted bridging as the network grows and facilities move.
Portion Unit Customer
A customer who pays for only a portion of a Mining Machine through the Service Provider and has NO Ownership of the unit and does NOT receive a serial number as specified in the Ownership section of this Agreement but does receive proportional CMOP in proportion to the portion they purchased for the life of this agreement. For example, a Customer who purchases the “⅓ Pool Option – Bitmain Antminer S9” through the Service Provider.
2. INITIALIZING THE MINING OPERATION
Once Customer has completed a confirmed payment for any number or portion of Mining Machines through Service Provider, has been verified and approved by the Service Provider, and has agreed to this Agreement the Service Provider then agrees to purchase, and/or build, set-up, host, and operate Mining Machines on behalf of the Customer in it’s cryptocurrency mining facilities in exchange for a predetermined percentage of the Machine Operational Profits (“MOP”) which are generated from running Mining Machines twenty-four (24) hours a day, seven (7) days a week as the machines mine cryptocurrency. Customer will be paid the remaining percentage of the MOP as direct deposits to the cryptocurrency wallet address of Customer’s choosing.
Customer agrees to allow Service Provider total discretion as to the best online mining pool(s) to join or sell Mining Machines hashing power to. Service Provider reserves the right to switch to a different mining pool(s) at any time to maximize profits for both Customer and Service Provider. Service Provider agrees to try to maintain maximum profits at all times for Mining Machines to the best of their abilities.
Customer agrees to pay for any Mining Machines or portions of any Mining Machines, plus any initial setup fees to connect the Mining Machines to the Service Provider cryptocurrency miner network in its facilities. The recurring costs Machine Operational Costs (“MOC”) will be deducted from mining earnings before any profits are tallied and distributed. Initial setup fees were all included in the price of the Mining Machine that the customer paid to the Service Provider.
3. PAYMENTS
Frequency of Profit Payouts
The Service Provider will deposit Customer Machine Operational Profits (“CMOP”) into the designated cryptocurrency wallet the Customer chooses on a monthly basis. The Service Provider reserves the right to increase or decrease the frequency of payouts at any time. The Service Provider will try to remain consistent in payout frequency to the best of its ability. If the frequency is changed for any reason, the Service Provider will notify the Customer via email.
Customer Cryptocurrency Wallet Designation Frequency
To keep accounting costs low Customers are limited to changing their designated cryptocurrency payout wallet of choice to once per month. The Service Provider will make exceptions for Customers who have extraneous circumstances. Accept in extraneous circumstances, the wallet change request should be emailed to the Service Provider at info@minehorizon.com at least 7 days before the scheduled CMOP payout is to occur.
Payout Invoicing
Service Provider will provide basic earnings and average hashrate data via the payout receipts generated by the Mining Machines on a per CMOP payout basis.
Payout Amounts
Due to the nature of the volatile cryptocurrency market, there may be times where the MOC is greater than or equal to MOR for a given time period and therefore, NO MOP, and therefore NO CMOP, can be paid out as they do not exist. If times like this persist for 2 consecutive payment cycles, the Service Provider reserves the right to freeze payouts. During the tentative freeze which will be evaluated on a month by month basis, if the market returns to a state where MOR is greater than MOC by at least 30%, the Service Provider will resume CMOP payouts.
Whole Unit Customer – receives the full CMOP per whole Machine Miner unit purchased under this Agreement.
Portion Unit Customers – receive only the portion of CMOP as per the portion they purchased. For example, a Portion Unit Customer who purchased the “⅓ Pool Option – Bitmain Antminer S9” will only receive ⅓ of the CMOP generated by one (1) whole Bitmain Antminer S9 Machine Miner unit.
Procurement Process
See https://minehorizon.com/procurementprocess
4. MINING OPERATIONS
Service Provider will house and operate Mining Machines in it’s facilities in secured data centers operated with optimal HVAC, IT monitoring, power, and balanced high-speed broadband data on a 24 hour per day basis with no days off unless required maintenance or repairs are needed for Mining Machines OR the Service Provider’s mining network.
The Service Provider data centers are located in Philadelphia, PA, Chicago, IL, and Seattle, WA where Service Provider and dedicated, contracted, and trusted IT specialist(s) have the only access to the private, secured spaces.
Service Provider will maintain all costs associated to be paid from the MOR generated by Mining Machines on a timely basis to ensure the space, power, hvac, data, and other requirements are not interrupted.
Service Provider will maintain, IT security, firewall, VPN, and surge protection for all machines.
Service Provider will ensure that all warranty conditions for all units are maintained as per the manufacturer unless Customer and Service Provider both agree via email to overclock Mining Machines which would void the manufacturer warranty. Portion Unit Customers are not able to have machines overclocked.
5. TAX
Customer is solely responsible for reporting any earnings for tax or legal purposes.
6. OWNERSHIP
The Customer owns the Mining Machine unit IF they purchased it through the Service Provider as one (1) whole unit. Mining Machines where only a portion was purchased by the Customer through the Service Provider (such as the “⅓ Pool Option – Bitmain Antminer S9”) are only rented and those Mining Machines belong to the Service Provider outright. In the case where the Customer paid for one (1) whole Mining Machine unit, the Customer will receive the actual Serial Number of their unit(s) for their records.
Whole Unit Customer
Has the ownership of any whole Mining Machine units they purchase and receives a serial number for each.
Portion Unit Customer
Has NO Ownership of any Mining Machine units and do NOT receive any serial numbers.
7. LIABILITY
Service Provider reserves the right to change this agreement at any time for any reason but in particular in order to navigate the very volatile nature of the cryptocurrency market. The one provision that the Service provider can not change is Ownership.
Service Provider does not assume liability for the miner or damage caused. Service Provider does not assume liability for any loss of funds associated with any unforeseeable events including but not limited to: natural disasters, flood or lightning damage, fire or smoke damage, or market shifts that are not in favor of any Mining Machines remaining profitable. Customer understands that as with any entrepreneurial endeavor, there is risk of loss of the initial funds in the event of unforeseeable events.
Customer and Service Provider understand that any funds exchanged are not considered an investment for which Service Provider is the custodian, but rather that the Service Provider is simply purchasing the Mining Machine(s) for the Customer and operating them in accordance with this Agreement to maximize MOP.
Service Provider is not responsible or liable for any defective equipment, damages, negligence, or any other issues that can be deemed as fault of the manufacturers of the Mining Machines or of any supportive equipment vendors.
Service Provider will within the best of their ability ensure proper Miner Machine and periphery IT equipment operation and optimum profitability but this is not a guarantee.
Service Provider assumes no responsibility for Customer tax and legal implications. Customer assumes no responsibility for Service Provider tax or legal implications.
8. TERM
1 year (365 days) from the first day any Mining Machines are operated under this Agreement.
The agreement will renew automatically for Whole Unit Customers without fees at the end of 1 year (365 days) from the first day any Mining Machines are operated under this Agreement, unless otherwise written and delivered via email by Customer to info@minehorizon.com 30 days prior to the end of this agreement.
The agreement will NOT renew automatically for Portion Unit Customers but can be extended with written notice via email to info@minehorizon.com prior to 30 days of the end of this agreement for a one time Co-Location Hosting Extension Fee of $199 USD that will be automatically deducted pending approval of the extension from the first CMOP payment(s) of the next agreement year.
IF written notice is given by a Whole Unit Customer to NOT automatically extend the agreement, OR by a Portion Unit Customer to extend the agreement, it must be received by the Service Provider prior to 30 days before the end of this Agreement.
IF written notice is given by a Whole Unit Customer to NOT automatically extend the agreement prior to the required 30 days notice before the end of the 1 year (365 days), the Customer may choose to move their Mining Machine(s) to another location and/or sell them. All shipping and transferring costs in this case will be the responsibility of the Customer.
Prior to 365 days (1 year) from the first day any Mining Machines under this Agreement is operated, IF:
A Whole Unit Customer decides to sell the Mining Machines under this agreement to a third party or remove them from the Service Providers hosting facilities, the Customer agrees to pay a Co-Location Hosting Cancellation Fee of $999 USD per whole Mining Machine Unit being moved plus all shipping and transferring costs.
AND IF
a Portion Unit Customer decides to end their agreement early, they will no longer receive CMOP payments.
After 365 days (1 year) from the first day Mining Machines is operated:
Whole Unit Customers who elected to not automatically renew this Agreement, may sell or move their Miner Machines at their sole discretion and they will NOT owe any Co-Location Hosting Cancellation Fee. The Customer will pay all shipping and transferring costs to get their Miner Machines to the location of their choosing.
AND
Portion Unit Customers who have not elected to renew this Agreement, will simply stop receiving CMOP payments.
If at any time the Service Provider is no longer able to maintain the mining services or needs to stop mining Mining Machines at its facilities altogether for any reason whatsoever, whether a freeze has been first implemented or not:
the Service Provider will deliver any Whole Unit Customer Mining Machines to Whole Unit Customers who own them and pay for shipping and transfer fees and the Service Provider will have no rights to any portion of future profits generated by those Mining Machines.
AND
the Service Provider will transfer any remaining CMOP payments which accumulated since the last payout to both Whole Unit Customers and Portion Unit Customers within 30 days.
9. REPRESENTATIONS AND WARRANTIES
The Customer represents and warrants to the Service Provider that Customer is familiar with mining, cryptocurrencies (e.g. Bitcoin) and that they understand the nature and uses of mining such cryptocurrencies. The Customer acknowledges that they are solely liable for the maintenance of the relevant (i.e. their own) technical equipment (software / hardware) that is required to receive the Mining Payouts.
The Service Provider does not guarantee or warrant the profitability of the Services at any time. The Customer acknowledges that it has no claim against the Service Provider for any specific amounts of cryptocurrency on the basis of this Agreement and Service Provider does not guarantee or warrant any such output or any value thereof. Also, Customer acknowledges that the exchange risk of mined cryptocurrencies depends on the actual price compared to any given fiat/cryptocurrency or market price volatility.
The Customer further represents and warrants that they will be the beneficial owner of any cryptocurrency paid out by the Service Provider’s services.
10. PRIVACY
Both Customer and Service Provider agree to keep all transactions, knowledge of ownership and returns a private matter to only be discussed with each other and any relevant representatives of their choosing as agreed upon mutually within reason. Either party may disclose any information to legal advisors, financial advisors, and immediate representatives on a need to know basis but the goal is to maintain a professional level of discretion. At no point is Service Provider allowed to publicly disclose the Customers private information including transactions, payouts, personal information, correspondance, or earnings accept in any legal proceedings where it may be required.
11. GOVERNANCE
This Agreement is governed by the laws of the United States. To the extent permitted by applicable law the parties agree that the competent courts of the United States shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement.
12. PROVISION VALIDITY
In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.