Uminers Ltd. Public Offer Agreement

UMINERS TECHNOLOGY CO., LTD (hereinafter referred to as the Company) and an individual or entity that has signed the present Agreement and has filled in the registration form (hereinafter referred to as the Customer), together referred to as Parties, entered into the present Agreement (hereinafter referred to as the Agreement).

The present Agreement specifies the conditions under which the Company shall provide the services to the Customer.

TERMS USED IN THE CONTRACT

Hardware (HW) means specialized computer hardware ASIC miner and server equipment used for cryptocurrency mining.

Cryptocurrency mining means HW working according to the established algorithm producing new blocks of transactions rewarded with issued cryptocurrency.

Cryptocurrency means payment units with decentralized accounting.

Cold cryptocurrency wallet means physical data storage unit for cryptocurrency storage without Internet access.

1. CONTRACT SCOPE

1.1. The Contractor shall render to the Customer the Services outlined in cl. 1.2. hereof, and the Customer shall pay to the Contractor for the Services rendered according to the procedure and the conditions provided herein.

1.2. The Contractor shall render to the Customer the following Services:

1.2.1. Hardware setup and service, including:

1.2.1.1. Installation, setup and administration of Hardware and Software.

1.2.1.2. Preventive maintenance works according to the requirements set by Hardware manufacturers, as well as Rules for operation and maintenance of computers, servers, Local Area Networks (LANs), other office and computing equipment.

1.2.1.3. Periodic inspections of Hardware, Local Area Network (LAN), cable system, office equipment and other computing devices for physical damage and conformance of software parameters to the tasks performed and information security requirements.

1.2.1.4. Hardware repairs and upgrades. The cost of spare parts and components necessary to carry out repairs and/or upgrades shall be paid by the Customer separately.

1.2.1.5. Providing insurance coverage for the Hardware against theft or fire damage.

1.2.2. Providing a DDOS-proof pool for crypto currency mining, with means to monitor performance of certain ASIC miners, as well as live video monitoring.

1.3. After the moment the HW is delivered to the Customer, the Contractor renders only the Services listed in cl. 1.2.1. Any other services shall be rendered only subject to special written request of the Customer.

1.4. The list of Hardware and Software accepted for setup and service can be found in Annex 1 hereto. Annex 1 is an integral part of this Contract.

1.5. The Parties agree that the Hardware shall be installed at the following address:
8 fl., “B" bld., Sānjiǎ High Tech Industrial Park, No.123, Junfasan Rd., Dongguan City, Guangdong, China

1.6. The procedure for rendering the Services, frequency and deadlines for maintenance and inspection of the Hardware, the number of the Contractor’s employees’ on-site visits and the total time allocated for rendering Services commensurate to the fee due to the Contractor hereunder, shall be stipulated by the Parties in Annex 2 hereto. Annex 2 is an integral part of this Contract.

1.7. Any other services shall be provided subject to signing relevant additional agreements.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. The Contractor agrees:

2.1.1. To provide the Customer with the services in accordance with section 1 of this Agreement.

2.1.2. To observe the order and terms of provision of the services specified in Appendix 2 to this Agreement.

2.1.3. Not to pass and not to provide the third parties with another access to the Customer’s documents owned by the Contractor.

2.1.4. To provide the Customer with monthly electronic reports on progress of the services provision under this Agreement.

2.1.5. To inform the Customer in oral or written form of inaccuracies, errors and software failures, physical damage of the equipment.

2.1.6. To provide regular software update.

2.1.7. To provide continuous monitoring of the state of the Computer equipment for preventing malfunctions.

2.1.8. To provide conducting technological operations and preventive works specified by the manufacturer of the Computer equipment.

2.1.9. To provide protection of the Computer equipment and the information data contained therein from both accidental or unauthorized access, and from theft thereof.

2.1.10. To provide repair of the failed Computer equipment, other computer and office equipment, servers, network equipment.

2.1.11. To provide new equipment introduction as per the Customer's order.

2.2. The Contractor is entitled:

2.2.1. To require from the Customer any information or documents necessary to fulfill its obligations under this Agreement. In case of non-provision, incomplete provision or provision of false information or documents by the Customer, the Contractor is entitled to suspend the performance of its obligations under this Agreement before provision of the required information or documents.

2.2.2. To receive the remuneration for the services provided in accordance with the terms of the Agreement.

2.2.3. If there is a technical capability, the Contractor is entitled to provide the services remotely.

2.2.4. The Contractor has the right to hire third parties for the purpose of outsourcing services under this Agreement, while remaining responsible to the Customer for the actions of these third parties as for his own.

2.2.5. The services not included in section 1 of the Agreement, but related to elimination of defects of the Computer equipment caused by failures or malfunctions, shall be provided by the Contractor, as and when needed, at its own discretion. These services shall be paid for by the Customer additionally.

2.3. The Customer agrees:

2.3.1. Not to interfere in the activities of the Contractor on issues related to the ways and methods of providing services.

2.3.2. To ensure access of the Contractor’s employees to the territory and to the equipment of the Customer.

2.3.3. To timely sign and deliver certificates of services rendered by the Contractor.

2.3.4. To notify the Contractor by e-mail not later than within 24 hours from the moment of discovery in case of unsatisfactory provision of the services.

2.3.5. Not to allow employees of other organizations, including the Customer's employees, to maintain and repair the Computer equipment and other equipment, as well as software.

2.4. The Customer is entitled:

2.4.1. To receive from the Contractor the services specified in section 1 of this Agreement.

2.4.2. To obtain from the Contractor comprehensive information about the services provided.

2.4.3. To require from the Contractor to comply with the terms stipulated for troubleshooting and setting up the equipment.

2.4.4. To decline the services of the Contractor in the procedure prescribed by this Agreement.

3. SERVICES ACCEPTANCE PROCEDURE

3.1. Within 5 (five) days after the end of the calendar month, the Contractor shall draw up and sign the service acceptance certificate, and send it to the Customer in two copies.

3.2. The Customer shall consider and sign the service acceptance certificate within 5 (five) working days from the date of its receipt and send to the Contractor a signed copy of the service acceptance certificate or a reasoned refusal to sign the certificate.

3.3. In case of sending by the Customer a motivated refusal to sign the service acceptance certificate, the Parties shall draw up a bilateral act with a list of the necessary measures and terms of performance thereof. These measures shall be carried out by the force and at the expense of the Contractor.

3.4. If the Customer does not raise written objections to acceptance of the Services and signing of the service acceptance certificate within 5 (five) working days from the moment of receipt of the service acceptance certificate from the Contractor, the service acceptance certificate shall be deemed accepted and signed by the Customer on the last day of the specified period.

3.5. Service acceptance certificates may be sent by the Parties to each other via electronic means of communication (scan copies) to the e-mails specified in section 10 of the Agreement.

4. REMUNERATION OF THE CONTRACTOR AND PAYMENT PROCEDURE

4.1. The Contractor’s remuneration under this Agreement is 30% of the amount of the cryptocurrency received in the process of the cryptocurrency mining using the Customer's CE.
The cryptocurrency received as the remuneration for the crypto-currency mining is distributed once a day: 70% shall be transferred to the corresponding account of the Customer, 30% – to the account of the Contractor.

4.2. The cost of the services (amount of the Contractor’s remuneration) may be reviewed and changed as agreed by the Parties.

5. LIABILITY OF THE PARTIES

5.1. In case of failure to comply with the terms stipulated for rendering the services specified in Annex 2 to this Agreement, as well as in case of failure to comply with the terms stipulated for elimination of defects of the equipment, the Contractor shall, at the request of the Customer, pay a penalty in the amount of 10% of the hardware's received remuneration during the current month. However, the total amount of the Contractor's liability per month cannot exceed 30% of the hardware's received remuneration during the current month and cannot be transferred to another month.

5.2. The Contractor shall not be liable for the reliability of the information specified in the Customer’s documents submitted to it and shall be liable only for the quality of its services rendered under this Agreement on the basis of the documentation provided by the Customer.

5.3. The Customer shall bear full responsibility for the reliability of the documents provided to the Contractor.

5.4. The Parties shall not be liable to each other for consequential losses, lost profits or other indirect losses related to the non-performance or improper performance of their obligations under this Agreement.

5.5. Charging and payment of fines (penalties) shall be made on the grounds of written requirements delivered to the Party that has broken its obligations under this Agreement. In case of absence of such written requirements, charging and collection of fines (penalties) shall not be made.

6. FORCE-MAJEURE

6.1. The Parties shall not be held liable for the partial or full non-performance of the obligations hereunder, if such non-performance arises from force-majeure circumstances, i.e. extraordinary circumstances unavoidable under the given conditions, in particular: acts of God, fires, strikes, wars, adoption by the state authorities of laws and regulations, preventing the performance hereof.

6.2. In case of occurrence of the circumstances, specified in para. 6.1., the Party which can’t perform its obligations due to force majeure circumstances, is obliged to notify another party concerning such circumstances within 5 (five) business days. This notification shall contain the data concerning nature of the circumstances, as well as official documents, certifying these circumstances and giving assessment of its influence at the possibility of non-performance by the Party of its circumstances hereunder. Failure to notify or late notification deprives the Party of a right to reference to any of above-mentioned circumstances as a basis for the exemption from liability for the non-performance of the obligations.

6.3. In case of occurrence of the circumstances, specified in p. 6.1, term of performance by the Party of its obligations hereunder, shall be prolonged in proportion to the period of time, within which such circumstances of its consequences are applied.

6.4. If the occurred circumstances, specified in p. 6.1. and its consequences continue to have effect more than within 2 (two) months, the Parties shall conduct additional negotiations for determination of acceptable alternative ways of performance hereof, at that, any Party is entitled to terminate the Contract by means of submission of written notification to another Party 5 (five) days before the date of such termination.

7. SETTLEMENT OF DISPUTES

7.1. All disputes and disagreements between the Parties in the course of performance of this Contract or in connection with it, shall be settled by mans of negotiations between the Parties. In case of impossibility to settle the disputes and disagreements by means of negotiations, they shall be settled in the competent court of Great Britain.

7.2. Before the submission of the dispute to the court, the Parties shall observe the complaint procedure of its settling. The claim shall be issued in writing, signed by the authorized representative and submitted by registered mail or registered letter with statement of value with notification of the delivery. The Party, receiving the claim, is obliged to consider it within 15 (fifteen) business days since the moment of receipt and submit the answer to another Party. The answer shall be submitted by registered mail with notification of delivery or by registered mail with declared value and list of enclosures.

8. TERM OF VALIDITY AND TERMINATION OF AN AGREEMENT

8.1. The Contract enters into force since date of its signing by the Parties and is valid for 1 (one) year.

8.2. Term of validity of the Contract is automatically prolonged for the further periods of 1 (one) year, in case, if none of the Parties notifies another Party in writing and in hard copy concerning its unwillingness to prolong the term of validity hereof at least 30 (thirty) calendar days before the date of expiry of its validity. Term of validity hereof may be prolonged in accordance with this paragraph as many times as they see fit.

8.3. The Contract may be early terminated upon the agreement of the Parties.

8.4. In case that the Customer requests for his machines to be switched off via written notification and doesn't use the services of the Contractor within more than 30 (thirty) days, the Contractor is entitled to terminate this Contract unilaterally, submitting preliminary written notification concerning it 10 (ten) working days before the date of termination hereof.

8.5. In case of termination hereof for any reason whatsoever, the Parties shall issue account reconciliation report and perform full and final settlement.

9. FINAL PROVISIONS

9.1. This Contract is issued in 2 copies, one copy - for each Party, both copies have equal legal capacity.

9.2. All changes and/or additions hereto are considered to be valid in case if they are issued in writing, signed by the authorized representatives of the both Parties and stamped by the Parties, except as otherwise provided herein. All changes and/or additions hereto shall be issued in two copies, having equal legal force, one copy - for each Party.

9.3. None of the Parties is entitled to transfer its rights and liabilities hereunder to the third parties without written agreement of another Party.

9.4. In case of change of its place of location and/or other details, one Party shall notify another Party (in writing) concerning it within 3 (three) working days since the date of occurrence of the following event.

9.5. Notifications and messages may be submitted by the Parties by means of fax communication facilities, e-mail, registered mail with notification of delivery, letters, sent from the post or by courier with advice of delivery to the addressee, and is some certain means of submission is provided by the Contract, then notifications and messages shall be submitted by the provided means.

9.6. The Parties are obliged to keep secret of the commercial, financial and other confidential information, received from the other Party in the course of performance hereof within the whole term of validity hereof and within 5 (five) years after its termination.

9.7. The Parties are obliged to notify each other immediately concerning the difficulties, preventing proper performance of the obligations hereof, for timely taking of required measures.

Annex 1.

LIST OF THE SERVICEABLE EQUIPMENT

Name of the equipment: ASIC Miner iBeLink DM11G
Commissioning year: 2017

Annex 2.

PROCEDURE FOR SERVICE RENDERING

NAME OF THE SERVICEInstallation, setting and execution of software and computer equipment
FREQUENCYImmediately after the delivery to the data centre
TERMS (max)1 week
NAME OF THE SERVICEPreventive inspection of the computer equipment
FREQUENCY1 time per week
TERMS (max)1 hour for 1 unit
NAME OF THE SERVICEExamination of the computer equipment
FREQUENCY1 time per week
NAME OF THE SERVICESoftware update
FREQUENCYUpon introduction of new software build
TERMS (max)Within 24 hours since the date of introduction of new software build
NAME OF THE SERVICESoftware monitoring for errors
FREQUENCYOn-line
TERMS (max)On-line
NAME OF THE SERVICESoftware troubleshooting
FREQUENCYAfter detection
TERMS (max)On-line,
24 hours since the moment of detection
NAME OF THE SERVICERepair of computer equipment in case of detection of the fault of the unit or its part (replacement)
FREQUENCYAs required
TERMS (max)12 hours if the spare parts are available;
10 days in case of absence of the spare parts