This End-User License Agreement is a legally binding agreement that governs your use of the Software. By downloading, copying, installing, or otherwise using all or any portion of the Software, you accept all the terms and conditions set out in this Agreement. If you do not agree with any of the terms and conditions of this Agreement, you may not use the Software and you shall delete or destroy all copies of the Software in your possession or control.

Luxor may, at any time, without notice, change or amend the terms and conditions set out in this Agreement. You agree to continue to be bound by any such changed or amended terms and conditions and that Luxor has no obligation to notify you of such changes or amendments. You acknowledge that it is your responsibility to check this Agreement periodically for changes and that your continued use of the Software following the posting of any changes to the Agreement indicates your acceptance of any such changes.

Capitalized terms used in this Agreement shall have the meaning given to them in this Definitions section unless explicitly stated otherwise:

• A.“Agreement” shall refer to this End User License Agreement, including any future changes or amendments
• B.“Luxor” shall mean Luxor Technology Corporation
• C.“Software shall refer to Luxor’s custom developed firmware for cryptocurrency mining devices available via download from Luxor’s corporate website or otherwise acquired by you or provided to you by Luxor. Software shall include any copies and any updates of LuxOS.
• D.“You” shall refer to any individual or legal entity copying, installing or otherwise using all or any portion of the Software.
• E.“Updates refer to any upgrades, updates, patches, hotfixes and additions and modified or additional versions that replace or supplement the original version of the Software, unless Luxor explicitly states that they are not included under the licenses granted hereunder and are instead licensed separately under different terms. Updates may include both additions to, and removal of, any particular features or functionality offered by the Software or may replace it entirely. The content, features and functionality of the Updates as well as their frequency are at the sole discretion of Luxor and Luxor has no obligation to make any Updates available to you.

Luxor represents that it has all the rights to the Software necessary to grant to you the following license to the limited use of the Software and to fulfill any other obligations hereunder.

Subject to your continuous compliance with the terms and conditions of this Agreement and payment of the applicable license fees, Luxor grants you a non-exclusive license to limited use of the Software (the “License”). You hereby unconditionally agree that all right, title and interest in the intellectual property rights in the Software reside with Luxor.

Under the granted License, you are solely entitled to download and install the Software on your cryptocurrency mining device and to further use it solely to operate such cryptocurrency mining device in such configurations as designed for or expressly permitted by Luxor. You may use the Software only on the compatible cryptocurrency mining devices identified on Luxor’s website.

The License is granted for the term specified below and may be terminated only as stated in this Agreement or by the applicable law. You have no right to transfer, assign, rent, sell, sublicense or otherwise directly or indirectly transfer or encumber the License and the Software to any third parties, in whole or in part.

You acknowledge that you are solely entitled to use the Software on your own cryptocurrency mining device. Therefore, if the Software is used on any third party devices on behalf of any third party (e.g., in the case of a hosting arrangement), you must be authorized to accept the terms and conditions of this Agreement on behalf of such third party, so that the third party becomes a party to this Agreement. Additionally, you acknowledge that you are liable for any breach of this Agreement by such third party.

Any use of the Software and any related rights other than as expressly set forth herein is strictly prohibited. Therefore, under the granted License you or a related third party are not entitled to and shall not:

• A. Copy, reproduce, republish, upload, post or transmit the Software in any way;
• B. Modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software.
• C. Decompile, disassemble, reverse engineer, or otherwise attempt to derive source code (or underlying ideas, algorithms, structure or organization) from the Software, in whole or in part;
• D. Attack or attempt to undermine the security, integrity, authentication or intended operation of the Software;
• E. Modify or create derivative works based upon the Software; or
• F. Use the Software to create a competitive offering or to create other software, products or technologies

Luxor does not guarantee providing any maintenance or support services relating to the Software or otherwise under this Agreement. Luxor does not provide you any source codes to the Software under this Agreement.

You acknowledge that installation and use of the Software on your cryptocurrency mining device may void certain warranties provided to you by the manufacturer of your cryptocurrency mining device or breach compliance with other financial, insurance, or other contracts you may have with other counterparties. In any case, Luxor shall not be liable for any use of the Software that may lead to costs associated with voided warranties or breach of contract with your other counterparties.

You acknowledge that your use of the Software is at your sole risk and that Luxor shall not be liable for any damage or malfunction to your machines and their components or to any related infrastructure used in conjunction with your machines.

The Software may cause your cryptocurrency mining device to connect to the Internet, may require activation or registration, and may require download of Updates. You undertake not to interfere with or circumvent any such embedded functions of the Software including any functions necessary to assign computing power as described in Section 6: License Fees.

Certain functions of the Software including, but not limited to, the functionality that allows for license fees to be directed to Luxor may require an active and stable connection to the Internet in order to function. It is therefore your responsibility to ensure that you have at all times an active and stable Internet connection in order to properly use the Software.

You acknowledge that the Software may transmit certain information from your cryptocurrency mining device (such as frequencies of chips, readings from temperature sensors, fan speed etc.) to Luxor. Luxor will use the information for statistical analysis and improvements of the Software.

You acknowledge that you may not use the Software to perform or aid in your ability to perform any activity that: (i) involves proceeds from any illegal or unlawful activity (including activities relating to cryptocurrency tumblers, darknet markets, money laundering or terrorism financing); (ii) publishes, distributes or disseminates any illegal or unlawful material or information; or (iii) otherwise violates, or could violate, any applicable laws. Luxor may terminate this Agreement and block your access to the Software if it becomes aware of any violation of these restrictions.

You are not allowed to access or use the Software if you are located in, incorporated or otherwise established in, or a resident of:

• A. Any state, country or other jurisdiction that is embargoed by the United States of America;
• B. A jurisdiction where it would be illegal according to applicable law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Software; or
• C. Where the publication or availability of the Software is prohibited or contrary to local law or regulation, or could subject any member of Luxor to any local registration or licensing requirements (together, the “Restricted Jurisdictions”).

Luxor may, in its sole discretion, implement controls to restrict access to the Software in any of the Restricted Jurisdictions. If Luxor determines that you are accessing the Software from any Restricted Jurisdiction, or have given false representations as to your location of incorporation, establishment, citizenship or place of residence, Luxor reserves the right to restrict your ability to use the Software immediately. If at any point we deem your use of the Software to be associated with any illicit activity, we will take the appropriate measures to restrict your ability to use the Software immediately and report suspicious activity to the appropriate authority as required by law.

You agree to pay Luxor license fees for the License. The license fees shall be paid (i.e., provided) in the non-monetary form specified below.

As license fees, you will provide Luxor with a portion (i.e. a percentage) of the computing power generated by any and all cryptocurrency mining devices on which the Software is used under the granted License. The computing power is provided to Luxor when your cryptocurrency mining device has used the agreed computing power to perform certain processing operations for the purpose of cryptocurrency mining. You must allow your cryptocurrency mining device to perform such processing operations without interference, including interfering with input data and results of such operations.

The percentage of computing power that shall be provided to Luxor as license fees hereunder shall be visibly indicated on Luxor’s website or provided to you by Luxor. Luxor may at its sole discretion change or amend its fee percentage at any time and for any reason.

The percentage of computing power shall be provided to Luxor at all times when the cryptocurrency mining device and its computing power are being used, regardless of the purpose for which they are used. You acknowledge that embedded features of the Software enable the Software to automatically assign the amount of computing power corresponding to the license fees to perform processing operations designated and sent to you by Luxor.

You acknowledge that due to the nature of the computing power produced by mining devices, it is not technically feasible to divide each discrete unit of computing power (i.e., valid shares) in order to exactly allocate the computing power based on the license fee percentage. As such, you acknowledge that there may be time periods where the amount of computing power allocated to Luxor may be more or less than expected based on the license fee percentage. However, the actual amount of computing power allocated to Luxor over any Term shall be within an acceptable range of 5% of the expected amount based on the license fee percentage. In the event that the amount of computing power assigned to Luxor is higher than the acceptable range over three (3) consecutive Terms, you may be entitled to a rebate equal to the value of the excess computing power received by Luxor.

Notwithstanding the above, payment for license fees in an alternative form or manner may be accepted by Luxor at Luxor’s discretion.

The License hereunder is granted for a period of one (1) month (the “Term”) from the date you first download, copy, install, or otherwise use the Software. If you continue using the Software in any way after the day when the initial Term or future Terms expire, a new License shall be automatically granted to you under the terms of the latest version of this Agreement. Upon the grant of a new License, you agree to be bound by the latest terms of the Agreement, including any updated license fees, unless otherwise agreed between you and Luxor.

Luxor may terminate the Agreement and the License granted hereunder for any reason or without a reason by a notice with a notice period of three (3) days. Luxor may terminate this Agreement and the granted License immediately and without prior notice if you fail to comply with any term or condition of this Agreement.

Upon expiration or termination of this Agreement and the granted License, you must not use the Software and some or all of the Software may cease to operate without prior notice. If you unlawfully use the Software after the expiration or termination of the License and this Agreement, Luxor will not have any obligation to refund or compensate you for any license fees still being provided by you.

Luxor provides the Software “as-is” and makes, and you receive, no other warranties related to the Software, whether express, implied or statutory, and Luxor specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Luxor does not warrant that the functions of the Software will meet your requirements or that operation of the Software will be uninterrupted, timely, secure, or error free, or that the results obtained from the use of the Software will be effective, accurate, or reliable, or that any errors or defects in the Software will be corrected.

You hereby agree to indemnify and hold Luxor harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against Luxor arising from any of your acts, including without limitation, violating this Agreement or any other agreement or any applicable law.

Luxor shall not under any circumstances be held liable to you for any direct, indirect, special, consequential, punitive or any other damages and costs including, but not limited to, loss of profit, loss of revenue, damage or malfunction of machine or other related infrastructure, loss of business opportunity arising out of or in connection with this Agreement and the granted License under any theory of liability, even if advised or aware of the possibility of such damages. Under certain laws it may not be possible to disclaim liability and warranties completely. For such cases, Luxor hereby disclaims its liability and warranties to the fullest extent permissible by the applicable law.

If the warranties and liabilities disclaimers above are found void or invalid or otherwise unenforceable, you agree that total liability of Luxor is limited to the monetary value of the total amount of computing power received by Luxor from you in the period of one (1) months immediately preceding the event or circumstance giving rise to such liability (the monetary value is calculated as of the moment when the computing power was provided to Luxor).

Notifications or questions about the terms of the Agreement shall be directed via email to [email protected] and are considered as delivered when the delivery has been confirmed by Luxor.

You undertake to notify Luxor, if you learn that right to grant the License hereunder is or may be compromised such as in the event that you have received a pre-action letter regarding the contents of such License or litigation was initiated regarding such License. In the event that any of the rights granted to you hereunder are or may be compromised, you undertake to provide Luxor with any information and cooperation necessary to retain such rights.

Any mass communication addressed to you as well as to other users of the Software may be delivered to you by publishing it on Luxor’s Website. In that event it shall be considered as delivered thirty (30) days after it has been published.

This Agreement shall be governed by and construed in accordance with the laws of Delaware and the federal laws of the United States of America applicable therein. The Parties irrevocably attorn to the non-exclusive jurisdiction of the courts of Delaware.

Any claim based on this Agreement will be solved amicably by mutual consent. In lack of agreement, any dispute arising out of or in connection with Agreement shall be referred to and finally resolved under the Delaware, USA State Law and by its Courts.

Should you violate or threaten to violate intellectual property rights of Luxor in any manner, Luxor may seek an injunction or other relief as may be appropriate to preserve all of Luxor’s rights in any court of its choice. You consent to exclusive jurisdiction and venue of such courts.

No failure or delay by Luxor in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or remedy under this Agreement.

If any clause of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, the legality, validity and enforceability of the other clauses hereof shall not be affected. In the event that any clause or part thereof is determined to be illegal, invalid or unenforceable, that clause shall be replaced by the parties of this Agreement with a legal, valid and enforceable clause that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable clause, given the content and purpose of this Agreement.

You may not assign or transfer any of your rights or obligations assumed under this Agreement or in any other way related hereto without prior written consent of Luxor.

All the provisions of this Agreement that by their nature extend beyond the termination of mutual legal relationship, including but not limited to dispute resolution and applicable law clauses, shall survive the termination of the mutual legal relationship.

The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.