Software End User Agreement

(attestation at the bottom)

This End User Agreement (“EUA”), that is incorporated by reference as part of this EUA, is a binding agreement between Fortress Blockchain (US) Holdings Corp., a corporation of the State of Washington (“Provider”), and the person or entity accepting the terms of this EUA as the User obtaining the right to use the Software (“User”). This EUA governs User’s use of the custom firmware product (firmware is a type of software that is embedded directly in a hardware device) developed by Another Crypto LLC (“Owner”) or one of its affiliates and intended to operate on cryptocurrency mining machines that are deemed compatible to function with the firmware in the business of mining cryptocurrency (the “Software”), including all user manuals, technical manuals, and any other materials provided by Provider, in printed, electronic, or other form, that describe the Software or its use or specifications (the “Documentation”). The Software is licensed to Provider by Owner in object code format, under a White Label Software License Agreement, with the right to grant provide third-parties with the right to use Software reflected in this EUA. 

PROVIDER PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EUA AND ON THE CONDITION THAT USER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU (A) ACCEPT THIS EUA AND AGREE THAT USER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; (II) IF USER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS EUA ON BEHALF OF USER AND BIND USER TO ITS TERMS; (III) USER IS NOT IN, OR A NATIONAL OR RESIDENT OF, ANY COUNTRY WITH WHICH THE UNITED STATES HAS EMBARGOED TRADE; AND (IV) USER IS NOT ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS, THE U.S. COMMERCE DEPARTMENT’S DENIED PERSONS LIST, OR ANY OTHER DENIED PARTIES LISTS UNDER U.S. EXPORT LAWS, AND IS NOT MAJORITY-OWNED BY ANY PERSON OR ENTITY ON SUCH A LIST. IF USER DOES NOT AGREE TO THE TERMS OF THIS EUA, PROVIDER WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO USER AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EUA OR YOUR OR USER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EUA, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS EUA, AND THIS EUA EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT USER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE DISTRIBUTED BY PROVIDER.

1. Right of Use. Subject to User’s compliance with the terms and conditions of this EUA, Provider hereby grants User a non-exclusive, non-transferable, non-sublicensable, right to download, install, and use the Software solely in accordance with the Documentation on the equipment provided by User and for User’s internal business purposes, provided User does not violate any Use Restrictions (defined below).
2. Use Restrictions. User shall not directly or indirectly:
   1. use the Software or Documentation beyond the scope of the Right of Use granted under Section 1 or for any purpose other than uploading, installing, and using the Software on cryptocurrency miners owned and/or operated by User in the ordinary course of User’s cryptocurrency mining business on compatible cryptocurrency miners;      
   2. provide any other Person (defined as an individual, corporation, partnership, joint venture, limited liability company, governmental authority, organization, agency, trust, association, or other entity), including any subcontractor, independent contractor, affiliate, or service provider of User, with access to or use of the Software or Documentation;
   3. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
   4. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
   5. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or Documentation, including any copy thereof;
   6. copy the Software or Documentation, in whole or in part;
   7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any Third Party (defined as any Person other than User or Provider) for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
   8. use the Software or Documentation in violation of any law, regulation, or rule; or
   9. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Provider’s commercial disadvantage.
3. Responsibility for Use of Software. User is responsible and liable for all uses of the Software and Documentation through access thereto provided by User, directly or indirectly. Specifically, and without limiting the generality of the foregoing, User is responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation by any Person to whom User may provide access to or use of the Software and/or Documentation, whether such access or use is permitted by or in violation of this EUA. 
4. Compliance Measures.  The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software beyond the scope of the right of use granted to User pursuant to Section 1 or prohibited under Section 2. User shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features. 
5. Intellectual Property Rights. Intellectual Property Rights means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.  User acknowledges and agrees that the Software and Documentation are provided under a right of use, and not sold, to User. User does not acquire any ownership interest in the Software or Documentation under this EUA, or any other rights thereto, other than to use the same in accordance with the right of use granted and subject to all terms, conditions, and restrictions under this EUA. Provider and Owner reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to User in this EUA. User shall safeguard all Software from infringement, misappropriation, theft, misuse, or unauthorized access. User shall promptly notify Provider if User becomes aware of any infringement of Provider’s or Owner’s Intellectual Property Rights in the Software and fully cooperate with Provider and Owner, at Provider’s sole expense, in any legal action taken by Provider or Owner to enforce their Intellectual Property Rights.   
6. Collection and Use of Information.  User acknowledges that Provider may, directly or indirectly collect and store information regarding use of the Software as well as share with Third Parties. User agrees that Provider may use such information for any purpose related to any use of the Software by User or on User’s equipment, including but not limited to improving the performance of the Software or developing updates.
7. Consideration. User and Provider acknowledge that the consideration paid to Owner and Provider for the right of use granted under this EUA is embedded in the Software, and is three percent (3%) of the computational power of the cryptocurrency mining machine on which the Software is used. 
8. Export Regulation. The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the United States. 
9. Term and Termination.
   1. This EUA and the right of use granted under the EUA shall terminate immediately on the expiration or earlier termination of the White Label Software License Agreement between Another Crypto LLC and Provider, and otherwise shall remain in effect until terminated as set forth below (the “Term”).
   2. User may terminate this EUA by ceasing to use and destroying all copies of the Software and Documentation.
   3. Provider may terminate this EUA, effective upon public announcement, at any point in time.
   4. Provider may terminate this EUA, effective immediately, if User files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
   5. Upon expiration or earlier termination of this EUA, the right of use granted hereunder shall also terminate, and User shall cease using and destroy all copies of the Software and Documentation.
10. Disclaimer of Warranty. USER SPECIFICALLY ACKNOWLEDGES THAT THE SOFTWARE IS CAPABLE OF CAUSING CRYPTOCURRENCY MINERS TO OPERATE AT CONDITIONS OUTSIDE OF MANUFACTURER SPECIFICATIONS AND THEREFORE MAY DAMAGE CRYPTOCURRENCY MINERS ON WHICH THE SOFTWARE IS INSTALLED.  TO THE FULLEST EXTENT OF THE LAW: (I) THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND PROVIDER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND OWNER, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), (II) PROVIDER AND OWNER ASSUME NO LIABILITY AND MAKES NO WARRANTY OF ANY KIND REGARDING THE FUNCTIONALITY, WORKABILITY, OPERATION, DAMAGE TO, AND HEALTH OF, ANY CRYPTOCURRENCY MINERS ON WHICH THE SOFTWARE IS INSTALLED, WHETHER DIRECTLY OR INDIRECTLY AFFECTED BY INSTALLATION OR USE OF THE SOFTWARE, OR THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. PROVIDER MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, REGARDING THE USE, ABILITY, OR CAPABILITY OF THE SOFTWARE TO GARNER OR ACHIEVE ANY SPECIFIC DOLLAR AMOUNT OR VALUE OF CRYPTOCURRENCY, ANY SPECIFIC PERCENTAGE OF HASH RATE, OR HASH RATE VALUE, OR ANY AMOUNT OF DIGITAL CURRENCY WHEN THE SOFTWARE IS USED FOR MINING DIGITAL CURRENCY. USER SPECIFICALLY ACKNOWLEDGES THAT PROVIDER HAS THE RIGHT TO MAKE MODIFICATIONS TO THE SOFTWARE FROM TIME TO TIME, IN ITS SOLE DISCRETION. 
11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
    1. IN NO EVENT WILL PROVIDER OR ITS AFFILIATES OR OWNER BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS EUA, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. IN NO EVENT WILL PROVIDER’S AND ITS AFFILIATES’ AND OWNER’S COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL COMPENSATION PAID TO PROVIDER PURSUANT TO THIS EUA FOR THE LAST TWELVE (12) MONTHS OF THE USE OF THE SOFTWARE BY USER.
    3. THE LIMITATIONS SET FORTH IN SECTION 11(a) AND SECTION 11(b) SHALL APPLY EVEN IF USER’S REMEDIES UNDER THIS EUA FAIL OF THEIR ESSENTIAL PURPOSE.
12. Miscellaneous.
    1. All matters arising out of or relating to this EUA shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this EUA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Washington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address shall be effective service of process for any suit, action, or other proceeding brought in any such court.
    2. This EUA constitutes the sole and entire agreement between User and Provider with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
    3. User shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EUA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Provider’s prior written consent, which consent Provider may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving User (regardless of whether User is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this EUA for which Provider’s prior written consent is required. No delegation or other transfer will relieve User of any of its obligations or performance under this EUA. Any purported assignment, delegation, or transfer in violation of this Section 12(c) is void. Provider may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this EUA without User’s consent. This EUA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
    4. This EUA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    5. This EUA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EUA, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EUA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    6. If any term or provision of this EUA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EUA or invalidate or render unenforceable such term or provision in any other jurisdiction.

By clicking the button below labeled “I Agree,” you accept on behalf of User the terms and conditions of the above EUA.