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TERMS OF USE - OWNERSHIP SALE OF MINI FARMS IN SHARES

PREAMBLE

The present document ("Agreement") sets out the rights and responsibilities of the Xive Mining Platform ("Xive","we", "us", "our") and the Client ("you", "User", "your") (herein jointly referred to as “the Parties” and individually as “the Party”) regarding the following services (“Services”) provided by the Xive Mining Website ("Website"):

- Purchase of ownership of mini farms in shares and their use for mining cryptocurrency. The hashrate received is proportional to the purchased share of the mini farm. Purchase of the Services allows you to mine throughout the lifetime of the mining equipment (miners) within a mini farm, but it does not warrant the ownership of physical miners.

By accessing the Website and Services, you agree to all the terms and conditions laid out by the Agreement. If you do not agree with some or all of the terms of the Agreement, you should not use any of the Service.

1. CHANGES AND MODIFICATIONS

1.1. Xive reserves the right to amend, update, or modify the Agreement at any moment at its sole discretion and without prior notice. Any changes and updates will come into effect from the moment of publication of the amended version of the Agreement on the Website. Xive does not make any notifications regarding any change or update carried out by Xive. You are responsible for reviewing the Agreement from time to time to get acquainted with any changes. By continuing to use the Website and Services, you agree to all the changes and modifications to the Agreement introduced by Xive.

1.2. In case you start using the Services before Xive makes new amendments and you do not agree to any of the modifications, you must stop using the Services immediately and notify the Xive customer service of the termination. If any of the Services ordered and paid by you are left incomplete or not provided in their entirety once your use of the Services is terminated, Xive will not be obliged to complete, finalize, or provide them.

1.3. Severability: if any of the clauses in this Agreement is deemed to be invalid, unlawful, or unenforceable, it will be considered severable and will not affect the rest of the clauses of the Agreement.

1.4. Settlement of disputes and applicable law: any disputes, conflicts of interest, claims or disagreements arising out of this Agreement or Services are to be settled by the Parties by means of negotiation. If the Parties fail to settle any dispute or disagreement by means of negotiation within 30 (thirty) calendar days from the date of its origination, any Party shall be entitled to apply a claim to the First Economic Arbitration in accordance with the legislation of the Republic of Kazakhstan. All disputes, disagreements and claims arising from or in connection with this Agreement and/or Services, including those related to the conclusion of the Agreement, its modification, execution, violation, suspension, interpretation, termination and validity, are subject to resolution in accordance with the legislation of the Republic of Kazakhstan in the permanent First Economic Arbitration, BIN 160840015206, legal address: Republic of Kazakhstan, Nur-Sultan city, Baikonyr district, Amangeldi Imanov street, house 19, office 813A. The number of arbitrators must be 1 (one). The arbitrator is appointed by agreement of the Parties. If the Parties have not agreed on the appointment of an arbitrator within 3 (three) working days from the date of submission of the dispute to the First Economic Arbitration, the Parties have agreed that the election of the arbitrator for the resolution of the submitted dispute shall be entrusted to the First Economic Arbitration in accordance with the Rules (regulations) of the First Economic Arbitration. The decision of the First Economic Arbitration is final and binding for the Parties of this Agreement, also it is not subject to appeal. The arbitration proceedings are conducted in English with the participation of the Parties via online video conferencing. The Parties confirm that they are familiar with and agree with the Rules of the First Economic Arbitration in person or from the website: www.arbitrsud.kz. The Rules of the First Economic Arbitration are an integral part of this arbitration clause.

2. REGISTRATION AND ACCESS

2.1. By registering on the Website and accessing the Services, you hereby acknowledge and ascertain and guarantee that:

2.2. Xive is not responsible for any breach, loss or damages that may occur as a result of the User’s non-compliance with any of the requirements indicated in clause 2.1 of the Agreement.

2.3. If any of the applicable legislation in your country of residence or citizenship changes so as to make your use of the Services and Website illegal, or if your use of the Services and Website begins to violate your legal or contractual obligations to a third party, you must stop using the Services and Website at once and notify the Xive customer service team. If any of the Services ordered and paid by you are left incomplete or not provided in their entirety once your use of the Services is terminated, Xive will not be obliged to complete, finalize, or provide them.

2.4. If any of the personal information provided by you during registration changes, you must amend it at once or notify the Xive customer service team of the changes.

2.5. If any of the information provided during registration is found to be incomplete, inaccurate, untrue, or outdated, Xive reserves the right to suspend your account and restrict your use of the Services for as long as required for you to amend your information. In case of your failure to do so, Xive may block (temporarily or permanently) or terminate your account.

2.6. You may open no more than 1 (one) account on Xive. If we find that you have more than one account, we may suspend, restrict, block, or terminate some or all of your accounts.

2.7. Xive reserves the right to demand that you provide personally identifiable information, such as your name, address, and phone number, for the purposes of compliance with the applicable KYC (Know Your Client) and anti-money laundering legislation. In case of your failure to provide the requested information, Xive may block (temporarily or permanently) or terminate your account.

2.8. Your login credentials (username and password) are required to access the Services. If you lose your credentials, Xive reserves the right to request that you provide additional information to verify your identity as the owner of the account, including (but not limited to) your name, surname, residence address, phone number, email address. Further, Xive may request proof of your activity on the Website, such as the IDs and amounts of your recent transactions, deposits, and withdrawals.

2.9. You are responsible for the safe storage of your login credentials. You must not share your username or password with any third party. If you suspect that your credentials may have been disclosed to, or acquired by, an unauthorized third party, you must notify the Xive customer service team immediately. Xive will not be liable for any damage, losses, or costs sustained as a result of unauthorized access to your account by a third party.

2.10. Xive reserves the right to reject any order for the purchase of the Services submitted by you. Only if your order is accepted, Xive will start implementing the Services and obligations under the Agreement. Any order is to be considered pending until accepted or rejected by Xive.

3. PRICING OF THE SERVICES

3.1. The Services include the following charges:

3.1.1. Price of mini farm shares, which is the value of the share numbers purchased by the User.

3.1.2. Deposit, which is equal to the sum of 3 (three) months of hosting fees. The mini farm’s profitability may be affected by fluctuations in bitcoin price, bitcoin network’s mining difficulty, and other factors that are beyond the Xives’s control. The deposit is used as a reserve fund to cover for electricity costs during periods when the mini farm’s operations do not result in any profits.

3.1.3. Value Added Tax (VAT), which is applicable to the sales value of the Services. You will be charged a standard, one-time VAT upon the purchase of your share of a mini farm.

3.1.4. Hosting fee (per KW/H) that consists of the following: 1) miner hosting cost, including electricity costs; 2) regular mining machine maintenance cost, including labor costs; 3) other expenses, including the cost of shelf and off-shelf fee and transfer logistics fee. Hosting fee is subtracted from the mini farm’s daily payout and charged to your account in proportion to your share of a farm. The process is automated and doesn’t require the User to manually pay any bills. Hosting fee is only charged on working miners.

3.1.5. Service fee. This is the technical service fee incurred by Xive when providing the Services to its Users. Service fee is calculated as a percentage of a mini farm’s daily payout and charged to your account in proportion to your share of a farm. The process is automated and doesn’t require the User to manually pay any bills.

3.1.6. Repair fee. As with any equipment, miners in mini farms may be subject to repair and maintenance. The repair fee is calculated on a cost-by-cost basis. Incurred repair fees are divided between the mini farm owners in proportion to your share of a farm and charged to your account by the Xive platform. The number of miners within a mini farm may fluctuate or decrease as some miners break and/or deem unusable.

3.2. Xive reserves the right to adjust the prices of the Services from time to time in accordance with the changes in the total hashrate of the network, mining difficulty, and cryptocurrency prices. Hosting and service fees that are already active may also be affected.

3.3. Xive does not provide any guarantees that you will earn mining revenue or a certain fixed hashrate. Mining proceeds are dependent on a number of factors, including mining difficulty, the pool's luck, cryptocurrency market conditions and prices, services fees charged by the pool, etc. Therefore, any information on potential yields and rewards published on the Website must be considered as an estimate. Xive is not liable for providing you with a certain amount of revenue. Xive will not be liable for any losses, damage, costs, or missed gains sustained in case the actual mining revenue differs from the projections on the Website.

4. PAYMENT CONDITIONS, PLACING ORDERS, AND REFUNDS

4.1. The payment is made during the purchase process of the Services. All payment options are displayed at the checkout with their respective equivalents in U.S. dollars.

4.2. Xive does not provide the purchased miners’ serial numbers, purchase agreements and/or invoices. Upon the receipt of your payment, Xive customer service team will send a confirmation email stating that the payment was received.

4.3. You bear full responsibility for the accuracy of the payment. Xive will not be liable for any losses, damage, or costs that may result if you enter incomplete or incorrect data when making a payment, such as a wrong address or amount.

4.4. If you transfer a smaller amount of payment than what is required by the terms of the Services, Xive may refuse to start and activate the Services until you have transferred the remainder of the payment. Conversely, if you transfer a larger amount of payment than what is required by the terms of the Services, Xive may add the excess to your account balance to correspond to the payment already made.

4.5. If you decide not to complete your order, you can do so as long as you have not yet transferred the payment. After a certain period of time (as determined by Xive) your order will be classified as "timeout" and will not be processed. You will not suffer any penalty for not completing the order.

4.6. It can take a significant amount of time (sometimes more than 24 hours) for your payment to be confirmed on the system. Xive reserves the right to delay the start and the activation of the Services until your payment has been confirmed.

4.7. In case of any disputes regarding payments, you must contact the Xive customer service team within 14 (fourteen) calendar days after submitting the payment and provide proof of payment. Such proof can consist of the Xive order number, transaction ID, amount, payment system addresses of the sender and the recipient, and/or an account statement, depending on the payment option used. Xive reserves the right to refuse to process any payment-related complaints submitted later than 14 (fourteen) calendar days after executing the payment.

4.8. The prices of the Services (including the share price of a mini farm, hosting fee deposit, corresponding VAT, hosting fee, service fee and repair fee) are final and non-refundable.

4.9. Xive reserves the right to adjust the prices of the Services at any moment and at its sole discretion. Hosting and service fees for the Services that are already active may also be affected. If the price of the Services you have purchased is lowered, you are not entitled to any compensation for the difference.

4.10. Upon successful receipt of the payment for the Services, the Services are expected to start within 10 (ten) calendar days from the date of the payment or within the time specified on the Website.

5. TERMINATION OF THE AGREEMENT AND CANCELLATION OF THE SERVICES

5.1. Termination of the Agreement and cancellation of the Services by Xive can happen in the following cases:

5.1.1. Due to force majeure or other triggering events that are beyond Xive’s control, Xive can decide that the Services need to be stopped and the Agreement needs to be terminated. In this case, Xive shall not be liable for any loss and damages sustained by the User. Xive shall not be held liable for partial or complete default on the obligations hereunder, if proper performance of its obligations was impossible due to the events of Force Majeure as war, flood, fire, typhoon, pandemic, earthquake, acts and actions of government, state policies or other events that could not be prevented by Xive.

5.1.2. Xive reserves the right to suspend or terminate your account and your active Services if you violate any of the terms of this Agreement, or if we have reasonable grounds to believe that you have used the Services to conduct illegal activity or commit fraud. In this case, Xive shall not be liable for any loss and damages of the User. Xive will not be held liable for any damage, loss, costs, lost profits, loss or damage of information etc. that can result from you breaching any of the terms of this Agreement.

5.1.3. If your actions lead to damage or additional costs for Xive (including its employees and management, partners, associates, subsidiaries, affiliates, or successors), including, but not limited to, fines, claims, losses, reputational damage, attorney fees, court fees etc., you will be obliged to reimburse Xive for these losses or costs.

5.2. If you decide to terminate the Agreement and stop using the Services:

5.2.1. You will not be refunded any of the following: purchase price of mini farm shares, corresponding VAT, hosting fee deposit, hosting fee, service fee or repair fee. The ownership of mini farms in shares will be returned to Xive.

5.2.2. To terminate the Services, you must send a notification email to Xive’s customer service team and expressly state your wish to terminate the Services.

5.2.3. You do not have the right to resell the Services to other people or request Xive to move the mini farm or the miners within a mini farm to other locations.

6. RISKS

6.1. By accessing the Services, you acknowledge and agree to the following:

6.1.1. Cryptocurrencies and blockchain are new and untested technologies subject to high risks, including regulatory risks, inflation risks, volatility risks, technological risks, the risk of cyberattacks, hardware obsoleteness and hardware amortization etc.;

6.1.2. Any digital currency you hold, including the mining revenue yielded by the Services, can lose part or all of its value as a result of market fluctuations and for other reasons at any time;

6.1.3. The amount of cryptocurrency yielded by the Services is affected by numerous factors, such as mining parameters, market conditions, hardware used, internet connection, local regulations, etc. Xive does not provide any guarantees that you will earn mining revenue;

6.1.4. If you buy, sell, hold or use computing equipment to mine digital currency, it may lead to a large risk of financial loss and it is not suitable for most people. When we provide you with the service, it is assumed that you are a professional with good knowledge of the digital currency industry and understanding of the risks associated with digital currency-related equipment and services. Any information (including service description) provided by Xive to you shall not constitute any investment advice we offer to you.

6.1.5. Cryptocurrency remains unregulated or insufficiently regulated in most jurisdictions. Thus, your cryptocurrency holdings are not protected by any legal authority;

6.1.6. You will not use the Services if cryptocurrencies, crypto trading, and/or crypto mining are illegal in your country of residence and citizenship;

6.1.7. You must have a blockchain wallet to receive your mining rewards. If you lose the password, PIN, private key, or seed phrase necessary to access your wallet, you may permanently lose access to all the cryptocurrency contained therein;

6.1.8. Cryptocurrency transactions are irreversible by nature. If you make a cryptocurrency transfer by mistake or to a wrong address, you will not be able to cancel the transfer or recover your funds;

6.1.9. The Xive mining pool (X-Mining pool) that performs the mining for you may be subject to regulatory action that can force it to restrict or terminate its operations. In this case, you can lose all the mining rewards you have accumulated in that pool;

6.1.10. Legal authorities in your country of residence can take regulatory action restricting the use of cryptocurrencies or banning them outright at any moment. In this case, you may lose the ability to use the Services or any accumulated rewards;

6.1.11. Legal authorities in the jurisdiction where Xive is registered can take regulatory action against cryptocurrencies and blockchain companies, making it impossible for Xive to operate. In this case, you may lose the ability to use the Services or any accumulated rewards;

6.1.12. Xive does not provide any guarantee of uninterrupted, correct, or continuous operations of the Website or Services in the future;

6.1.13. If a mini farm’s hashrate drops to zero due to insufficient power supply or maintenance of the mining pool, or our services are interrupted or terminated by factors beyond our control, Xive will not be liable for any relevant compensation.

6.1.14. You understand that if a significant drop in the market price of digital currency causes Xive to stop the Services and terminate the Agreement, you will likely suffer financial losses.

6.1.15. The information published on the Website does not constitute an offer of investment, securities, commodities, or any other financial instruments;

6.1.16. The information published on the Website must not be considered financial or investment advice. In case of any doubts concerning the Services, seek assistance from a professional financial, investment, or tax advisor. Xive will not be liable for any loss of profits, damage, costs, damage and loss of information, or lost gains that can arise from your use of the Website or Services.

6.1.17. Xive reserves the right to make modifications to its Services at any time and at its sole discretion. Any such modifications may be announced via notifications on the Website, email, and other channels. Xive will not be liable for any loss, damage, costs, or lost gains that can arise from your use of information about the Services obtained from unofficial channels.

6.2. By using the Services, you declare and guarantee that you have a sound theoretical and practical understanding of cryptocurrency mining and its associated risks. Xive will not be liable for any loss, damage, costs, or lost gains that can arise as a result of your lack of understanding, knowledge, or experience with cryptocurrency, blockchain, and mining. Xive is not responsible for any risks indicated in clause 6.1. of this Agreement and any damages and/loss as a result of such risks. Xive is not liable for any circumstances that occur as a result of actions or inactions of third parties.

7. USER'S OBLIGATIONS

7.1. You hereby acknowledge, declare and guarantee that:

7.1.1. You will not use the Website and/or the Services to engage in any illegal activities, including, but not limited to, money laundering, financing terrorism, fraud, undermining the existing laws, spreading pornography, promoting violence, insulting other users etc.;

7.1.2. You will only use the Services for your own benefit. It is forbidden to open accounts and use the Services on behalf of others;

7.1.3. You will immediately inform Xive customer service team about any suspected wrongdoing, fraud, or illegal activity carried out by other Xive users via the Website or Services;

7.1.4. You bear the full responsibility for verifying if your mining revenue is subject to taxation in your country of residence and/or citizenship, and for paying any and all required taxes on this revenue. Xive will not act as a tax agent on your behalf;

7.1.5. You will not try to steal, or obtain in any other way, login credentials and other information pertaining to other users;

7.1.6. You will not maintain multiple accounts on the platform;

7.1.7. You will not use any of the content or data published on the Website for commercial purposes. Xive has full rights over all the intellectual property published on the Website, including, but not limited to, images, articles, design, logo, layouts, blog posts, news articles etc.;

7.1.8. You will not use any applications, protocols, or technology to conceal your IP address, location, or ISP, such as VPN and proxy servers;

7.1.9. You will not use the Website, Services, or the mining system to attack the Xive network or in any way that can produce any negative consequences for Xive, including, but not limited to, damage, loss, costs, legal penalties, fines, sanctions, and reputational damage.

7.1.10. You are obliged to consider and treat all information received from Xive as confidential.

7.2. Xive is not responsible for any loss or damages that may occur as a result of the User’s non-compliance with any of the obligations indicated in clause 7.1 of the Agreement.

8. LIMITATION OF LIABILITY

8.1. Xive does not provide any guarantees that the mining hashrate will remain stable throughout the Services’ duration. The Services feature an estimated average, while the actual hashrate will fluctuate.

8.2. The computing power provided by Xive corresponds to real computing power. The fluctuation of real computing power is inevitable. Xive does not promise that it will run 100% stably. Xive will not compensate for any other situations (including but not limited to: cryptocurrency price, inherent attribute change of cryptocurrency, the network difficulty, lucky value of mining pool, service fee ratio of the mining pool, etc.).

8.3. Xive will not be liable for any lost gains, damage, or costs that may arise if the hashrate falls to zero for reasons that lie completely outside of our control (force majeure), such as war, natural disasters, actions taken by the government and state policies, new laws adopted by the government, inactions of the state, major power outages, strikes, civil unrest, global pandemic or state of emergency in the country of operation.

8.4. The Website may contain third-party links. Xive is not responsible for the contents of the web pages to which such third-party links refer and does not provide any guarantees that such web pages are safe. Xive will not be liable for any losses or damage that can arise from you accessing such pages via the third-party links on the Website.