SERVICE AGREEMENT

Modified on 22 December 2023

THIS MINING SERVICES AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO BETWEEN YOU / THE UNDERSIGNED (THE “USER” OR “YOU”) AND GEN-Z Pvt Ltd.  (“WE”, “US” OR “OUR”) (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PARTIES” AND EACH A “PARTY”) AND GOVERNS YOUR USE OF THE MINING SERVICES PROVIDED BY US AND/OR ON OR THROUGH THE GEN-Z Pvt Ltd.  SERVICE WEBSITE (THE “WEBSITE”) (HEREINAFTER REFERRED TO AS THE “SERVICES”). BY USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF THAT THAT ENTITY.

1. LICENCE

Subject to your compliance with this Agreement and you having a Mining Package with GEN-Z Pvt Ltd. Hereby grants you a personal, limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to access to use the Services, including a personal, limited, non-exclusive, non-transferrable, non-sublicensable, revocable licence to access and use the Website, for the Licence Term (as defined below).

2. OWNERSHIP

The Website and all the hardware and software utilised for the provision of the Services (hereinafter collectively referred to as the “Platform”) are, and shall remain at all times, the property of GEN-Z Pvt Ltd.  and you shall have no right or interest therein save as otherwise provided in this Agreement.

3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

1. You hereby represent, warrant and undertake that:
   1. you are at least 21 years of age;
   2. you have full legal capacity to enter into this Agreement;
   3. all information provided by you to GEN-Z Pvt Ltd.  is true, accurate and complete;
   4. you are entering into this Agreement as principal and not as an agent or on behalf of any other person or entity;
   5. if you are an entity (or an individual acting on behalf of an entity), you/the entity have/has full power and capacity to enter into this Agreement and to exercise all your/its rights and perform all your/its obligations hereunder, and have/has taken all necessary corporate actions to authorise your/its entry into this Agreement and the exercise of your/its rights and the performance of your/its obligations hereunder;
   6. in entering into this Agreement, you have relied on your own judgement and have not relied upon any representations, warranties or statements made or purported to be made by the GEN-Z Pvt Ltd.  (other than expressly set out in this Agreement);
   7. this Agreement constitutes legal, valid and binding obligations enforceable against you in accordance with its terms and applicable laws and regulations; and
   8. neither your entry into nor performance of this Agreement, or your use of the Services conflicts or will conflict with, breaches or will result in a breach of, your constitutive documents (if you are an entity), any applicable laws, regulations, guidelines or policies, any order, writ, injunction or decree of any court of law or governmental or regulatory authority, or any agreement, undertaking, covenant, obligation or instrument to which you are a party or by which you are bound.
2. Each of the representations, warranties and undertakings contained in this Clause 3 and anywhere else in this Agreement are without prejudice to any other representation, warranty or undertaking and, except where expressly stated otherwise, no provision contained in this Agreement shall govern or limit the extent or application of any other provision.
3. If, at any point in time, any event or circumstance shall occur which will or is likely to result in the breach of any of the representations, warranties and/or undertakings in this Clause 3 , or any of them becoming untrue or incorrect in any respect, you, upon becoming aware of the same, shall immediately:
   1. cease to use the Services; and
   2. notify GEN-Z Pvt Ltd.  through the customer service channel.
4. If any of there presentations, warranties and/or undertakings in this Clause 3 are breached or become untrue or incorrect in any respect, and/or upon the receipt by GEN-Z Pvt Ltd.  of a notice referred to in Clause 3.3(b)above, GEN-Z Pvt Ltd.  shall have the right to:
   1. immediately suspend the provision of the Services and/or access to the Website; and
   2. terminate your Account, any Mining Package and/or this Agreement with immediate effect without having to provide any prior notice to you and Clause 15 shall apply to such termination.
5. You agree that you shall bear all the corresponding liabilities and consequences, and you shall indemnify and hold harmless GEN-Z Pvt Ltd. , its officers, directors, employees and associated entities (including their respective successors), against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GEN-Z Pvt Ltd.  , its officers, directors, employees or associated entities (including their respective successors), arising out of or in connection with your breach of any of the representations, warranties and/or undertakings contained in this Agreement.

4. REGISTRATION OF ACCOUNT

1. You must register an account (an “Account”) to use the Services by submitting a registration application (a “Registration Application”). For the purpose of registering an Account, you hereby agree and undertake that:
   1. you will provide GEN-Z Pvt Ltd.  with your legal, truthful, accurate and complete personal information (“Registration Information”);
   2. if at any time there is any change in the Registration Information, you shall immediately notify GEN-Z Pvt Ltd.  of such changes; and
   3. if the Registration Information you provide is illegal, untrue, inaccurate or incomplete in any aspect:
   4. GEN-Z Pvt Ltd.  will have the right to impose restrictions (“Restrictions”) including, but not limited to, the suspension or termination of your Account, your licence to use the Services, any Mining Package and/or this Agreement, with immediate effect without prior notice to you; and
   5. you shall bear all the corresponding liabilities and consequences, and you shall indemnify and hold harmless GEN-Z Pvt Ltd. , its officers, directors, employees and associated entities (including their respective successors), against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by GEN-Z Pvt Ltd.  , its officers, directors, employees or associated entities (including their respective successors), arising out of or in connection with your provision of such illegal, untrue, inaccurate or incomplete Registration Information.
2. You shall only be entitled to register a maximum of one (1) Account.
3. GEN-Z Pvt Ltd.  reserves the right, at its sole and absolute discretion, to refuse any Registration Application and shall not be under any obligation to disclose the reason for such refusal.
4. You may be required to provide GEN-Z Pvt Ltd.  with information and documents to enable GEN-Z Pvt Ltd.  to carry out Know-Your-Customer (“KYC”), Anti-Money Laundering/Combating the Financing of Terrorism (“AML/CFT”) and other compliance checks. If you fail to produce all required information and documents requested by GEN-Z Pvt Ltd. , GEN-Z Pvt Ltd.  may, at its sole and absolute discretion refuse your Registration Application or impose certain Restrictions. GEN-Z Pvt Ltd. , its officers, directors, employees and associated entities (including their respective successors), shall not be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with any action taken by GEN-Z Pvt Ltd.  pursuant to this Clause
5. You will need to enter your username and password (“Login Credentials”) when using certain features of the Services. If you forget your Login Credentials or are otherwise unable to access your Account, GEN-Z Pvt Ltd.  reserves the right to request for certain information, including, but not limited to:
   1. your Personal Data, for example, proof of identity, proof of residence, telephone number or email address;
   2. proof of ownership of the Account; and
   3. any identifiable activity on the Platform, for example, transaction IDs, order numbers or withdrawal amounts.
6. GEN-Z Pvt Ltd.  may, at its sole and absolute discretion, refuse to retrieve your Login Credentials or restore access to your Account if:
   1. you fail to provide any of the information requested by GEN-Z Pvt Ltd.  for such purpose;
   2. GEN-Z Pvt Ltd.  is unable to verify your identity or ownership of the Account; or
   3. for any other reason which GEN-Z Pvt Ltd.  may notify you in writing from time to time.
7. You hereby undertake that you will keep your Login Credentials private and confidential and that you will not disclose your Login Credentials to any other person or allow any other person to access or use your Account. GEN-Z Pvt Ltd.  reserves the right to impose Restrictions in the event that this Clause 4.7 is not complied with.
8. GEN-Z Pvt Ltd., its officers, directors, employees and associated entities (including their respective successors), shall not be responsible for any loss or damage suffered by you or any other party as a result of any unauthorised access to and use of your Account, including, but not limited to unauthorised access caused by your failure to comply with Clause 4.7 regardless of whether such failure is intentional or due to negligence.
9. If you believe that your Login Credentials have been made known to another person or your Account has been accessed by another person, you must notify GEN-Z Pvt Ltd.  immediately.

5. USING THE SERVICES

1. To use the Services, you must place an order (an “Order”) with GEN-Z Pvt Ltd.  in such form and manner as GEN-Z Pvt Ltd.  may from time to time prescribe. The Order must specify the mining power you require (“Licensed Mining Power”) in PPS/TiB, , the intended mining pool(s) (“Designated Mining Pool(s)”) and the Receiving Address (as defined in Clause 7.1 below). An Order is subject to a minimum of one (1) PPS/TiB. For the purposes of this Agreement, “TiB” refers to tebibyte, which is the unit of measure for computing capacity, being 1,099,511,627,776 bytes.
2. GEN-Z Pvt Ltd.  reserves the right to reject any Order and shall not be under any obligation to disclose the reason for such rejection.
3. If your Order is accepted by GEN-Z Pvt Ltd. , upon such acceptance, a binding legal agreement (a “Mining Package”) shall be deemed to be formed between you and GEN-Z Pvt Ltd.  on the terms and conditions of this Agreement in relation to the mining of the Designated Mining Pool(s) using the Licensed Mining Power (the “Mining Services”).
4. The initial term of each Mining Package (the “Licence Term”) shall be one (1) years (“Initial Licence Period”), commencing on such date stated in the Website, or as may be announced or notified to you in writing and shall continue until the end of the Initial Licence Period unless extended pursuant to the terms of this Agreement.
5. You may extend the Licence Term by submitting an extension request to GEN-Z Pvt Ltd.  in such form and manner as GEN-Z Pvt Ltd.  may from time to time prescribe (an “Extension Request”). Any Extension Request is subject to all payments due to GEN-Z Pvt Ltd.  for the preceding Licence Term to be paid up in full. In addition, GEN-Z Pvt Ltd.  reserves the right to reject any Extension request and shall not be under any obligation to disclose the reason for such rejection. If your Extension Request is accepted by GEN-Z Pvt Ltd. , the Licence Term will be extended for such period as specified in the Extension Request (the “Extension Licence Period”).

6. FEES PAYABLE

1. With respect to each Mining Package, as consideration for the Mining Services provided under the Mining Package, you shall pay to GEN-Z Pvt Ltd. :
   1. An Upfront Fee and IDC Fee (both of which are set out in Clause 6.2 below); and
   2. a Service Fee (set out in Clause 6.3 below),
2. (hereinafter collectively referred to as the “Fees”).
   1. Upfront Fee and IDC Fee
   2. The Upfront Fee for the Initial Licence Period will be the applicable Upfront Fee specified on the Website at the time the Order is placed (or such other amount as may be announced or notified in writing by GEN-Z Pvt Ltd.  to you before the Order is accepted).
   3. The Upfront Fee for the each Extension Licence Period will be the applicable Upfront Fee specified on the Website at the time the Order is placed (or such other amount as may be announced or notified in writing by GEN-Z Pvt Ltd.  to you before the Extension Request is accepted).
   4. The IDC Fee for the Initial Licence Period will be the applicable IDC Fee specified on the Website at the time the Order is placed (or such other amount as may be announced or notified in writing by GEN-Z Pvt Ltd.  to you before the Order is accepted).
   5. (The IDC Fee for each Extension Licence Period will be the applicable IDC Fee specified on the Website at the time the Extension Request is submitted (or such other amount as may be notified in writing by GEN-Z Pvt Ltd.  to you before the Extension Request is accepted).
   6. GEN-Z Pvt Ltd.  reserves the right to adjust the Upfront Fee or the IDC Fee from time to time at its sole and absolute discretion. However, such adjustments shall not apply to the Upfront Fee or IDC Fee payable in respect of the Initial Licence Period or the current Extension Licence Period (as the case may be) which have already been confirmed in accordance with Clause 6.2 (a)or 6.2 (d)respectively.
3. Service Fee
4. A service fee (“Service Fee”) of a prescribed percentage of the Mining Revenue (as defined below) for the Initial Licence Period or any Extension Licence Period as may be specified on the Website at the time the Order is placed (or such other amount as may be announced or notified in writing by GEN-Z Pvt Ltd.  to you before the Order is accepted) shall be payable for the provision of the Services. The Parties agree that GEN-Z Pvt Ltd.  shall be entitled to deduct and set off the Service Fee from the Mining Revenue.
5. By placing an Order, you represent and warrant to GEN-Z Pvt Ltd.  that:
   1. you understand and agree to pay the abovementioned fees; and
   2. you understand and agree that as the calculation of the power requirements of the Platform and the difficulty of mining will change from time to time, accordingly GEN-Z Pvt Ltd.  may change the Fees and/or the method of calculating the Fees from time to time, subject to the provisions of this Agreement.
   3. you do not understand or agree to the Fees and/or this Clause 6, you should not place an Order.

7. MINING REVENUE

1. Save as otherwise provided in this Agreement, all digital currency mined from the Designated Mining Pool (“Mining Revenue”) (if any) during the Initial Licence Period will be distributed to you after deduction of the Service Fee, to your receiving address (“Receiving Address”) in accordance with the Pay-Per Share payment method.
2. You shall be solely responsible for ensuring that the Receiving Address is suitable for receiving the Mining Revenue. Neither GEN-Z Pvt Ltd. , the Designated Mining Pool, nor their officers, directors, employees or associated entities (including their respective successors), shall be responsible for or be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with the unsuitability of the Receiving Address (for example, if the Receiving Address has a minimum deposit amount requirement which is not satisfied, or as a result of any other requirements and/or restrictions that may be applicable).
3. Unless otherwise extended pursuant to the terms of this Agreement, you shall only be entitled to the Mining Revenue generated during the period of the Initial Licence Period. Upon the expiry of the Initial Licence Period the Mining Revenue shall automatically cease at the end of the last day of the Initial Licence Period.
4. The distribution of Mining Revenue is subject to the distribution policies and timings of the relevant Designated Mining Pool as may be announced or notified to you in writing from time to time. GEN-Z Pvt Ltd.  is not responsible in any way for the distribution of the Mining Revenue (if any) by the Designated Mining Pool(s).
5. GEN-Z Pvt Ltd.  does not, and you hereby acknowledge and agree that GEN-Z Pvt Ltd.  does not, make any representation, warranty or guarantee that any Mining Revenue will be achieved, or any quantum of Mining Revenue that may be achieved. You also understand and acknowledge that any forward-looking statements, estimates or projections relating to potential Mining Revenue, earnings or yield (or rate of return) published on the Website, the GEN-Z Pvt Ltd.  activity page or in any other material or publication prepared by GEN-Z Pvt Ltd.  are only estimates and projections and may not correspond to actual Mining Revenue, earnings or yield (or rate of return) which may be affected by various factors which include, but are not limited to, the price of the relevant digital currency, the mining difficulty, the mining pool luck and the Pool Fee of the relevant Designated Mining Pool.

8. PAYMENT, CANCELLATION, CHANGES AND REFUNDS

1. The Upfront Fee and IDC Fee shall be paid upon the placing of an Order or the submission of an Extension Request (as the case may be). GEN-Z Pvt Ltd.  will not process any Order or Extension Request until it receives the Upfront Fee and IDC Fee that are payable in respect of that Order or Extension Request.
2. The Upfront Fee and IDC Fee may be paid in any of the payment methods supported by GEN-Z Pvt Ltd.
3. If you choose to pay the Upfront Fee and IDC Fee via a digital currency transfer, you should transfer the required amount of digital currency as may be specified by GEN-Z Pvt Ltd.  and informed to you, to the digital currency account of GEN-Z Pvt Ltd. ’s over-the-counter (“OTC”) service provider as specified by GEN-Z Pvt Ltd. The amount of digital currency required to be transferred will depend on (a) the dollar value of the Upfront Fee and IDC Fee payable, (b) the relevant exchange rates at the time the Order is placed or the Extension Request is submitted (as the case may be), and (c) any network transfer fees that may be applicable (which may be subject to other third-party agreements and commissions).
4. All Upfront Fees and IDC Fees must be received by GEN-Z Pvt Ltd.  before the payment deadline applicable to that payment method as set out on the Website (“Payment Deadline”).
5. Any Order or Extension Request whose Upfront Fees and IDC Fees have not been received by GEN-Z Pvt Ltd.  shall be considered an incomplete Order or Extension Request (as the case may be) (an “Incomplete Order” or “Incomplete Extension Request”). All Incomplete Orders and Incomplete Extension Requests will be cancelled if the necessary Upfront Fees and IDC Fees are not received by GEN-Z Pvt Ltd.  before the expiry of the Payment Deadline.
6. You are solely responsible for the accuracy of all payments, including, but not limited to, ensuring payments are made to the correct account, ensuring that the correct amount is transferred, and all other payment details are correct. If a transfer of payment is made by you using wrong or incomplete payment information, or if you effect a transfer of payment to a target account that does not belong to or is not controlled by GEN-Z Pvt Ltd. ’s specified OTC service provider (“Incorrect Transfers”), you shall continue to be liable to pay GEN-Z Pvt Ltd.  such amounts that are owed to but have not been received by GEN-Z Pvt Ltd. shall not be responsible for or be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with such Incorrect Transfers.
7. For payments made via digital currencies there may be some delay between the time payment is made by you and the time the transfer is effected due to the confirmation time required.
8. All payments shall be deemed to have been received by GEN-Z Pvt Ltd.  only after GEN-Z Pvt Ltd.  is able to verify that such payment has been received with a written confirmation issued by GEN-Z Pvt Ltd.
9. If the amount received from you by GEN-Z Pvt Ltd.  is less than the actual amount of the Upfront Fee and Service Fee payable, GEN-Z Pvt Ltd.  shall have the right to, at its sole and absolute discretion:
   1. revise the Mining Package as it deems fit to account for the difference between the amount received and the actual Upfront Fee and Service Fee; or
   2. reject the Order or Extension Request.
10. If the amount received from you by GEN-Z Pvt Ltd.  is greater than the actual amount of the Upfront Fee and IDC Fee payable, you may request that GEN-Z Pvt Ltd.:
    1. revise the Mining Package as GEN-Z Pvt Ltd.  deems fit to account for the difference between the amount received and the actual Upfront Fee and IDC Fee;
    2. add the excess amount to your Account balance which may be used to offset any other payments to be made by you to GEN-Z Pvt Ltd.; or
    3. refund the excess amount (subject to Clause 8.13).
11. In the event that any Order or Extension Request is rejected by GEN-Z Pvt Ltd.  pursuant to the terms of this Agreement, GEN-Z Pvt Ltd.  shall, within a reasonable time, refund the Fees paid to it in respect of such rejected Order or Extension Request less any expenses that may have been incurred by GEN-Z Pvt Ltd.  in respect of such rejected Order or Extension Request. GEN-Z Pvt Ltd.  shall not be responsible for or be liable to you for any loss or damage (whether direct or consequential and including, but not limited to, loss of profits or interest) suffered by you or any other party arising out of or in connection with such rejection.
12. Notwithstanding anything herein contained, GEN-Z Pvt Ltd.  may, at its sole and absolute discretion, determine the manner in which any refund to be made under this Agreement or any applicable law or regulation is made.
13. Where GEN-Z Pvt Ltd.  provides a refund in accordance with this Agreement or any applicable law or regulation, any and all any costs and expenses incurred by GEN-Z Pvt Ltd.  arising therefrom (such as third-party fees) shall be borne by you and GEN-Z Pvt Ltd.  shall be entitled to subtract such costs and expenses from the amount to be refunded to you.
14. A statement issued by GEN-Z Pvt Ltd.  stating any matter or amount due from or owing by you to GEN-Z Pvt Ltd.  in connection with this Agreement at the date set out in such statement shall constitute conclusive evidence of the fact of such matter or amount as against you. For the avoidance of doubt, nothing in this Clause 8.14 shall GEN-Z Pvt Ltd.  the GEN-Z Pvt Ltd.  from correcting any error or discrepancy in such statement and issuing a substitute statement.
15. You hereby acknowledge and agree that if, after the commencement of a Mining Package, you decide to terminate the Mining Package for any reason, such portion of the Fees paid to GEN-Z Pvt Ltd.  as determined by GEN-Z Pvt Ltd.  in its sole and absolute discretion shall be refunded to you.