Revolution Mining Equipment Purchase Agreement
This agreement, known as the Revolution Mining Hardware Purchase Agreement, sets out the terms and conditions governing the purchase of Mining Hardware (as defined below) through the website revolutionmining.io (the "Site"). It constitutes an agreement between Revolution Mining ("we," "us," or "our") and the individual identified as the customer on the ordering documentation ("Customer," "you," or "your"). Upon submitting your Purchase Order, this Agreement takes effect (the "Effective Date"), and it may be revised periodically, as outlined herein, with the most up-to-date version available here. By entering into this Agreement, Customer represents to Revolution Mining that they are legally capable of entering into contracts (e.g., not a minor). If the Customer is representing an entity, the individual entering into this Agreement on behalf of the Customer represents to Revolution Mining that they have the legal authority to bind that entity. Certain capitalized terms used in this Agreement are defined in Section 9.
SALE OF HARDWARE
1.1 Hardware Purchase Order: The Customer can purchase specific Hardware from Revolution Mining or a third-party seller by placing an irrevocable Purchase Order through the Site or other accepted methods. Each Purchase Order will be subject to the terms of this Agreement, with the express terms of the Purchase Order prevailing in case of any conflict. The unit hashrate is an estimate, and the final unit hashrate may change due to production.
1.2 Payment and Delivery: The Customer shall make payment according to the terms specified in Section 2, and Revolution Mining shall arrange for delivery to the Delivery Point.
1.3 No Refunds, Returns, or Exchanges: The Customer confirms that the Purchase Order is irrevocable and cannot be canceled, and the ordered Hardware is not returnable, refundable, or exchangeable. Payments made to Revolution Mining are not subject to any deductions, claims, or counterclaims. Down payment and payment of the total Purchase Price are non-refundable, except as specified in Section 6.1. Revolution Mining is not liable for damages resulting from delays caused by the Manufacturer or any third party, and Hardware delivered to a non-Revolution Mining hosting facility is ineligible for hosting at a Revolution Mining Hosting Facility or for returns, refunds, or exchanges.
1.4 Discontinuance: The availability of the Hardware is subject to the discretion of the applicable Manufacturer, and the Manufacturer may modify or discontinue the Hardware at any time. Revolution Mining has no liability for any unavailability, modifications, or discontinuation of the Hardware by the applicable Manufacturer or supplier.
PAYMENT TERMS AND TAXES
2.1 Purchase Price: The purchase price for the Hardware shall be as specified in the Purchase Order. Unless otherwise stated in the Purchase Order, the Customer is required to pay the entire balance of the Purchase Price prior to the title transfer of the Hardware to the Customer. If the Hardware manufacturer issues any coupons, Revolution Mining will pass on the discounts to the Customer by applying them to the Purchase Price. The price of the Hardware excludes all packaging costs, transportation costs, freight, insurance, federal, state, or local sales taxes, and other related taxes or fees, for which the Customer is fully responsible (except for taxes based on Revolution Mining's net income), duties, export or custom charges, VAT charges, brokerage, or other fees.
2.2 Payment: The Customer shall pay the Purchase Price in either U.S. Dollars (USD) or Tether coins (USDT) during the checkout process or as per the Purchase Order. Revolution Mining is not obligated to reserve the Hardware for the Customer and is free to sell the Hardware to any other party until full payment is received as per the Purchase Order. If Revolution Mining is unable to deliver the Hardware for any reason, the entire Purchase Price allocated to such Hardware shall be returned to the Customer. Billing errors will not affect the Customer's obligation to pay the Purchase Price to Revolution Mining. The Customer authorizes Revolution Mining to place and pay for such order upon receipt of the full Purchase Price. Unless otherwise stated herein, the Customer acknowledges that Revolution Mining is not obligated to provide a refund for any reason. The Customer grants Revolution Mining a purchase money security interest in all Hardware and inventory acquired from Revolution Mining or hereafter acquired from Revolution Mining, as well as the proceeds and products from the sale of such Hardware and inventory, as security for the Customer's obligations until Revolution Mining receives payment of the full Purchase Price plus any applicable fees.
3.1 Shipment: The Hardware shall be delivered duties paid ("DDP"). The Customer acknowledges that the Delivery Date is an estimate and subject to change. Revolution Mining will make commercially reasonable efforts to ensure the Hardware is shipped according to the estimated Delivery Dates. However, Revolution Mining shall not be liable for any failure to ship the Hardware as estimated. Revolution Mining shall not be responsible for any delay in delivery caused by the Customer, Manufacturer, or any third party, including but not limited to a carrier, supplier, customs or import brokers, and shall not be liable for any damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay, or error in the delivery of the Hardware for any reason whatsoever.
3.2 Delivery Point: If designated by the Customer, Hardware purchased through Revolution Mining may be delivered to a Hosting Facility operated by Revolution Mining for Hosting Services pursuant to a Revolution Mining Hosting Service Agreement entered into with Revolution Mining, Revolution Mining's agents, or a third party for hosting. Alternatively, the Hardware may be delivered to a different Delivery Point where Revolution Mining Hosting Services will not be used. If the Customer fails to provide a delivery place or the delivery place provided by the Customer is false, does not exist, or the Purchaser rejects the Hardware, the Customer shall bear any related costs incurred, including storage costs, warehousing charges, and labor costs. Revolution Mining may issue the Customer a notice of self-pick-up and require the Customer to pick up the Hardware itself. Revolution Mining shall be deemed to have fulfilled the delivery obligation under this Agreement two (2) Business Days after issuing the self-pick-up notice. After thirty (30) days of the self-pick-up notice, Revolution Mining shall be entitled to dispose of the Hardware in any manner it deems appropriate, including selling it to another purchaser. If the Customer elects to take delivery of the Hardware or instructs Revolution Mining to deliver the Hardware to a non-Revolution Mining approved and operated facility, the Customer may not use the Revolution Mining Hosting Services for that Hardware. When Hardware is delivered to a non-Revolution Mining approved and operated facility, the Customer shall be solely responsible for the installation, maintenance, and operation of the Hardware, and Revolution Mining has no further obligations whatsoever.
3.3 Cancellation or Modification: The Customer may not modify, terminate, cancel, or otherwise alter Purchaser Orders or defer shipment after Revolution Mining's acceptance of the Purchase Order without Revolution Mining's written consent, which may be withheld or conditioned in Revolution Mining's sole discretion.
TERM AND TERMINATION
4.1 Duration: This Agreement will come into effect once the Customer initiates payment during the checkout process.
4.2 Termination: This Agreement will continue to be in effect until the delivery of the final Hardware and the Customer's full payment of all fees, costs, and expenses as required under this Agreement. This Agreement will terminate immediately upon such completion, subject to the provisions outlined in Section 10.9 that survive termination.
REPRESENTATIONS AND WARRANTIES
5.1 Representation of Authority and Capacity. Each party affirms that they possess the legal capacity, right, power, and authority to execute and perform their obligations under this Agreement, and that fulfilling their obligations will not infringe upon any laws or require the consent of any third party.
5.2 Title to Customer Hardware and Mining Rewards. The Customer asserts that they have clear title to the Hardware, including the legal right to use, operate, and locate it, and that they have received Mining Rewards in compliance with applicable laws and without requiring the consent of any third party.
5.3 Accuracy of Customer Information. The Customer guarantees that the information they have provided for establishing an account with Revolution Mining is truthful, precise, up-to-date, and complete, and that they will promptly update any changes. They also agree to provide any additional information or documentation required for Revolution Mining to fulfill its obligations under know your customer or similar obligations.
5.4 Compliance with Export Regulations. Both parties acknowledge that the Hardware purchased by Revolution Mining on behalf of the Customer, along with any documentation or technology from the Hardware's manufacturer, may be subject to export control and sanction laws, regulations, and orders. The Customer certifies that they are and will remain in compliance with all applicable export and re-export control laws and regulations, including those maintained by the U.S. Department of Commerce, Office of Foreign Assets Control (OFAC), and the U.S. Department of State, and will defend and indemnify Revolution Mining against any claims arising from a breach of this certification.
5.5 Anti-Bribery Compliance. Each Party affirms their compliance with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Anti-Bribery Convention, as implemented in their respective territories. The Customer guarantees that they, nor their representatives, are government officials or candidates for political office, and have not offered anything of value to any government official, political party, or candidate for office. They also agree to indemnify Revolution Mining against any damages resulting from a violation of this warranty.
5.6 OFAC Compliance. Pursuant to Executive Order 13224, each Party may be required to ensure they do not transact business with persons or entities identified on the List generated by OFAC. The Customer affirms that they are not acting on behalf of any person, group, entity, or nation named by any Executive Order of the U.S. Treasury Department as a terrorist, "Specially Designated National and Blocked Person," or any other banned or blocked person, entity, nation, or transaction. They also agree to defend and indemnify Revolution Mining against any claims arising from a breach of this certification.
LIMITATIONS OF LIABILITY
6.1 Force Majeure: In the event of any Force Majeure Event, Revolution Mining will not be held liable for any loss, damage, delay, changes in shipment schedules or failure to deliver. The time for performance will be extended by a period equivalent to the delay caused by the Force Majeure Event. If the supply of Hardware is insufficient to meet all requirements, Revolution Mining has the right to allocate its available supply among its customers, past and present, in a manner deemed equitable by Revolution Mining without liability. The Customer will receive a return of a portion of the Purchase Price for any Hardware not delivered as a result of such allocation. If the cost of Hardware exceeds the Purchase Price due to a Force Majeure Event, Revolution Mining has the right to terminate the transaction without liability to the Customer. Upon such termination, Revolution Mining will refund the entire Purchase Price to the Customer for any Hardware not delivered. Revolution Mining has the right to terminate or suspend this Agreement in the event of a Force Majeure Event that prevents performance, or if performing is impractical, or will result in a failure to comply with applicable law, regulation, order or requirement. However, a Force Majeure Event does not provide means to delay any payment of the Purchase Price by the Customer.
6.2 Warranty Disclaimer: Revolution Mining represents and warrants that the Hardware shall be in good working order when delivered and that good and marketable title to the Hardware will be delivered to the Customer. Except for these representations, Revolution Mining makes no additional warranty with respect to the condition of the Hardware. The Hardware is sold “AS IS” and “WITH ALL FAULTS.” Revolution Mining expressly disclaims all warranties with respect to any Hardware and/or services provided, including any implied or other warranties of merchantability, fitness for a particular purpose, and non-infringement. Revolution Mining does not guarantee any cryptocurrency mining time, and shall not be liable for any loss of mining revenue caused by downtime of any part or component of the Hardware. Revolution Mining does not warrant that the Hardware will meet the Customer’s expectations or requirements, or that the Hardware will be uninterrupted or error-free.
6.3 Limitation of Liability: Neither party will have any obligation or liability, whether in contract, warranty, or tort (including negligence), for any incidental, indirect, or consequential, multiplied, punitive, special, or exemplary damages, or loss of revenue, profit, savings or business arising from or related to this Agreement, even if a party or its representatives have been advised of the possibility of such damages. The parties acknowledge that these exclusions of potential damages were an essential element in setting consideration under this Agreement. Revolution Mining's aggregate liability arising out of this Agreement will not exceed the payments actually received by Revolution Mining from the Customer for the applicable Hardware from, or in relation to, which the liability arose.
6.4 Inspections and Returns: The Customer shall return or undergo the warranty process with the Manufacturer at Customer’s sole expense, and follow such Manufacturer’s return/replacement/repair policy with respect to any defective Hardware. Revolution Mining shall not be obligated to replace/return the defective Hardware or deal with the Manufacturer with respect to any defective Hardware.
6.5 Indemnification by Revolution Mining: Revolution Mining covenants and agrees to indemnify and hold harmless Customer from any and all costs, expenses, losses, damages, and liabilities incurred or suffered, directly or indirectly, by Customer resulting from any third party claim alleging a breach of, or misstatement in, any one or more of the representations and warranties of Revolution Mining made in or pursuant to this Agreement.
6.6 Indemnification by Customer: Customer covenants and agrees to indemnify and hold harmless Revolution Mining and its officers, directors, stockholders, employees
7.1 General. Both parties acknowledge that their employees or agents may come across confidential information of the other party during the course of performing their obligations under this Agreement. Neither party may use, disclose or reproduce any confidential information unless it is necessary to perform their obligations under this Agreement. The confidential information should be protected by the same measures used to safeguard each party's most confidential and proprietary information, but not less than commercially reasonable measures.
7.2 Return of Confidential Information. At the termination or expiration of this Agreement, or upon the other party's request, both parties shall return or destroy and delete all confidential information and any copies of it that are in their possession or control.
7.3 Privacy. Revolution Mining guarantees that it will comply with all relevant privacy laws during the Term, and will take all reasonable measures to ensure that its employees, contractors, and other customers comply with all relevant privacy laws.
7.4 Revolution Mining's Proprietary Information. Except for the rights granted herein, Revolution Mining shall retain all rights, titles, and interests to any and all customer relationships, proprietary rights, and intellectual property rights in its data, and it will remain the exclusive property of Revolution Mining.
7.5 Government Inquiries and Investigations. Revolution Mining may collaborate with any government or legal investigation regarding any aspect of the Hardware purchased or any Hosting Services provided to the Customer, which may involve disclosing identifying information of the Customer.
8.1 Mediation and Arbitration: The parties agree to waive their right to seek remedies in court, including a trial by jury. Any disputes arising from this Agreement, including purchase transactions between Customer and Revolution Mining, will be resolved through a confidential two-step dispute resolution process consisting of non-binding mediation followed by binding arbitration under the Federal Arbitration Act or state law, whichever applies. The arbitration will be conducted by a single AAA arbitrator, and the parties agree that the arbitrator will apply Delaware law to state law claims and federal law to federal law claims. The parties understand that the right to appeal or seek modification of any ruling or award by the arbitrator is limited under state and federal law. The Class Action Waiver section prohibits the parties from bringing or participating in a Class Action, and any claim that this waiver is unenforceable must be determined by a court of competent jurisdiction.
8.2 Class Action Waiver: Any dispute resolution proceeding must be brought in the Parties’ individual capacities, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties waive any ability to maintain any Class Action in any forum. The arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action, nor make an award to any person or entity not a party to the arbitration. Any claim that the Class Action Waiver is unenforceable, unconscionable, void, or voidable may only be determined by a court of competent jurisdiction, not an arbitrator. The Parties understand that they are foregoing their right to litigate through a court, to have a judge or jury decide their case, and to be part of a class or representative action.
9.1 The term "Business Day" refers to any day that is not a Saturday, Sunday, or U.S. federal holiday.
9.2 "Confidential Information" encompasses proprietary or confidential information belonging to a party, including but not limited to business plans, strategies, forecasts, projections, and information about business structures, operations, systems, finances, assets, investments, investment strategies, software and other technology systems, and personnel, customers, and suppliers. This definition does not include information that (i) was known to the receiving party before receiving it from the disclosing party, either directly or indirectly from a source other than someone with a confidentiality obligation to the disclosing party; (ii) was acquired by the receiving party from a source other than someone with a confidentiality obligation to the disclosing party, without the disclosing party's involvement; (iii) became publicly known or no longer confidential, except due to a breach of this agreement by the receiving party; or (iv) was independently developed by the receiving party.
9.3 The "Delivery Date" is the estimated date on which the Hardware will be delivered to the Customer or to the hosting location that the Customer instructs Revolution Mining to arrange the shipment of the Hardware.
9.4 "Force Majeure Event" refers to a situation in which performance is delayed or cannot be completed, or in which loss or damage occurs, due to a force majeure condition. Such conditions may include, but are not limited to, acts of God, acts of civil or military authority, war, labor strikes, embargoes, terrorist acts, civil disturbances, fire, power failure, lightning, flood, earthquake, landslide, hurricane, typhoon, tsunami, volcanic eruption, accidents, electrical storms, load reduction and curtailment, inclement weather, health pandemics or epidemics, national, local, or regional emergencies, any law, order, decrees, regulation, seizure, enforcement actions or other action of any governmental authority or agency, regulatory requirements, acts or omissions of a third-party, acts of public enemies, inability to secure parts or materials, mechanical breakdowns (including technological or information systems), plant shutdowns, unavailability of or interference with necessary transportation, raw material or power shortages, or other causes beyond a party's reasonable control, whether or not similar to the foregoing, along with any planned service and maintenance needs.
9.5 The term "Hardware" refers to the cryptocurrency mining hardware owned by the Customer and specified in the Purchase Order.
9.6 "Hosting Facility" or "Hosting Partner" means a data center owned, leased, operated, or reserved by Revolution Mining or Revolution Mining partners through the Site.
9.7 "Hosting Service" refers to the services provided by Revolution Mining to the Customer, if selected, to arrange shelf and/or rack space, provide sufficient electrical capacity at the required voltage and wattage, supply electricity, monitor and service the Hardware to achieve the Service Level (i.e., standard fixes, basic repairs, or Hardware resets), and provide support from the Revolution Mining Concierge Team, all pursuant to the terms and conditions of a Revolution Mining Hosting Service Agreement entered into separately by the Customer with Revolution Mining.
9.8 "Losses" means all damages, judgments, liabilities, losses, and expenses, including but not limited to attorney's fees.
9.9 "Manufacturer" refers to the party that manufactures the Equipment, as may be reflected in a Purchase Order.
9.10 "Purchase Order" means an order placed by the Customer with Revolution Mining for the purchase of Hardware.
9.11 The "Purchase Price" is the total cost of the Hardware, as reflected in the Purchase Order, including the purchase price, import duties, tariffs, duties, shipping, and insurance costs.
10.1 Captions and Section Headings. Section headings and captions are included for convenience only and are not a part of this Agreement. They may not be used to interpret this Agreement.
10.2 Consent to Electronic Business. Since Revolution Mining operates online, Customer must agree to conduct business with Revolution Mining electronically. As a result, Revolution Mining requires Customer's consent to receive certain disclosures electronically, either via the Revolution Mining website or the email address provided to Revolution Mining. By entering into this Agreement, Customer consents to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating to Customer’s or Revolution Mining's rights, obligations, or services under this Agreement (each, a “Disclosure”). Customer must notify Revolution Mining immediately of any change in the registered email or home address. Customer also agrees to update their registered residence address and contact information on the Revolution Mining website if they change. Customer's decision to do business with Revolution Mining electronically is voluntary. The most current version of this Agreement here will govern all transactions between Customer and Revolution Mining, even if those transactions took place before the most recent version of this Agreement.
10.3 Entire Agreement. This Agreement, including any Purchase Order(s), certificate, schedule, exhibit, or other document delivered under its terms, is the entire agreement between the parties and supersedes any other agreement, whether oral or written, related to this Agreement. There are no verbal agreements, representations, warranties, undertakings, or agreements between the parties. Any warranties, terms, and/or conditions in any purchase agreements, invoices, credit applications, purchase orders, and the like or any other documents between Revolution Mining and Customer that conflict with the terms and conditions set forth herein are governed by the terms herein. Revolution Mining may amend, modify, or revise the terms of this Agreement at any time by updating this Agreement and providing notice of the change to Customer via the Revolution Mining Website and/or by email. Customer's continued transactions with Revolution Mining will constitute agreement to any such modified, amended, or revised terms in this Agreement. This Agreement, as amended, modified, or revised, applies to all transactions between Customer and Revolution Mining, even if those transactions were completed under prior versions of this Agreement.
10.4 Governing Law. This Agreement and all claims arising from or related to this Agreement are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. The jurisdiction and venue shall be exclusively within the State and Federal courts located within the State of Delaware, to the extent the dispute resolution provisions must be enforced, or only as necessary to provide injunctive relief as contemplated herein.
10.5 Injunctive Relief. The parties acknowledge that the Confidentiality provision of this Agreement is reasonable in scope and duration and are not unduly restrictive. Customer acknowledges that a breach of any of the confidentiality obligations of this Agreement will cause irreparable harm to Revolution Mining, and that a remedy at law for breach of the Agreement is inadequate. Therefore, Revolution Mining is entitled to seek any and all equitable relief, including, but not limited to, temporary and permanent injunctive relief, without the necessity of posting a bond, and to any other remedy that may be available under any applicable law or agreement between the parties. An award of damages to Revolution Mining does not preclude a court from ordering injunctive relief. Both damages and injunctive relief are proper modes of relief and are not alternative remedies.
10.6 No Assignment. Customer may not assign or transfer this Agreement or any of the Customer’s rights and obligations under this Agreement without the prior written