DRAFT
⚠ Draft — For Reference Only · Not Legally Binding ⚠
Gasbox

Gasbox Terms of Use Agreement

— Draft —

This binding Agreement serves to outline the key terms for Gasbox LLC, a Wyoming Limited Liability Company located at 30 N Gould St, Suite N, Sheridan, WY 82801 ("Gasbox") to engage in Management Services for the Client identified below ("Client").

Client Name

Phone Number

Principal Residence Address

This Agreement is hereby entered enabling Gasbox and its affiliates, clients, and/or subsidiaries to engage in Management Services on behalf of the Client, and to grant the Client the right to use the Gasbox platform as an active Client.

Agreement Summary

Hashrate Purchased

40.0 PH

Total Investment

$1,000,000.00

Cost per PH

$25,000.00

Hardware Location

Iowa, USA

Client Profit Share

70.0% of Net Profit

Gasbox Management Fee

30.0% of Net Profit

Electricity Rate

$0.07 / kWh

Uptime Guarantee

95.0% · Payouts Weekly

1. Key Terms

a.
Gasbox hereby agrees to provide Management Services which includes, but is not limited to: day-to-day operations and maintenance of any mining hardware and/or software, sourcing of partner vendors to provide related services, maintaining records for any income and expense occurred, disbursing any profits back to Client.
b.
Client agrees to have Gasbox manage a total of 40.0 PH of miner compute power ("Total Hashrate").
c.
Client agrees to a one-time purchase of mining equipment from Gasbox at an estimated cost of $25,000.00 per petahash (PH) of compute power, for a total cost of $1,000,000.00.
d.
Client agrees to pay Gasbox a management fee of 30.0% ("Gasbox Profit Share Rate") of any profits (see below) derived from Client's mining operation that Gasbox manages ("Mining Operation").

2. Profit Share Terms

a.
Profit will be calculated on a daily basis and will be defined as the remainder of the Gross Mining Revenue after paying all Electricity Costs for that same day.
b.
Gross Mining Revenue is defined as:
i.
The total amount of bitcoin mined by Total Hashrate worth of miners, net of any mining pool fees.
c.
Electricity Costs will be calculated as:
i.
Client agrees to pay a fixed electricity rate ("Electricity Rate") of no more than $0.07 per kilowatt-hour (kWh) of electricity used by the Mining Operation.
ii.
Mining Operation will be assumed to have an Electricity Consumption Rate of no more than 15,500.0 Watts per PH of compute power.
iii.
Total electricity costs for a given period will be calculated as: the number of hours at least Total Hashrate worth of miners are online; multiplied by the Total Hashrate; multiplied by the Electricity Consumption Rate; multiplied by the Electricity Rate.
d.
Client agrees that Gasbox is entitled to a portion of the Profit based on the Gasbox Profit Share Rate as named above for providing services set out in this Agreement.

3. Gasbox Management Services Rendered

a.
Gasbox agrees to source, acquire, and set up the above specified bitcoin mining hardware, or equivalent hardware totalling at least the Total Hashrate.
b.
Gasbox agrees to operate, energize, and maintain bitcoin mining hardware and any accessory infrastructure or hardware including, but not limited to, any electrical utilities, generators, transformers, data centers, power supply units, internet connections.
c.
Gasbox agrees to point the designated Total Hashrate to the Luxor mining pool, and pay out the Client their appropriate share of the profits on a weekly basis.
d.
Physical site location to be in Iowa, USA unless otherwise agreed-upon.

4. Gasbox Dashboard

a.
The Gasbox dashboard is a comprehensive tool designed to empower clients with real-time insights, advanced analytics, and customizable features related to their Bitcoin mining operation. This dynamic platform serves as a centralized hub for monitoring, analysis, and decision-making, ensuring that clients can optimize their mining strategies for maximum returns.
b.
Gasbox hereby grants Client the right to use the Gasbox Dashboard for the duration that this Agreement is in effect.
c.
The Dashboard may provide:
i.
Real-time Metrics:
1.
The Gasbox dashboard provides clients with real-time information on critical metrics, including the current Bitcoin price, hashprice, Bitcoin market capitalization, and the overall network hashrate.
ii.
Advanced Analytics Tools:
1.
The dashboard is equipped with advanced analytics tools that facilitate trend analysis and market forecasting.
iii.
Customizable Reporting:
1.
Clients have the flexibility to customize reports based on their unique preferences and key performance indicators.
2.
Customizable reporting allows clients to tailor the dashboard to their specific needs, ensuring that they focus on the metrics most relevant to their mining objectives.
iv.
Mining Analytics:
1.
The dashboard offers personalized mining analytics for each user, presenting essential information such as the amount of hashrate purchased, return rates, and the estimated time required to reach breakeven.
v.
Historical Data Display:
1.
In addition to real-time data, the dashboard displays historical hashprice trends in both USD and BTC.
vi.
Financial Metrics Overview:
1.
Clients can access critical financial metrics, including revenue, expenses, and profit, offering a clear overview of the financial performance of their mining venture.
vii.
Payout Tracking:
1.
The dashboard conveniently displays payouts from Gasbox to each user, allowing clients to track their earned Bitcoin and monitor the consistency of their mining cash flow.
2.
Detailed payout information contributes to transparency and helps clients assess the effectiveness of their mining operations.

5. Gasbox Compensation

a.
As compensation for providing services as set forth in this Agreement, Gasbox will be due:
i.
30.0% of Profit Share from the Client.
b.
In the event that there is no profit in a given time period, for example in the case where electricity costs exceed total mined revenue resulting in no profit, Gasbox will not be due any compensation for that specific period as there was no profit, and Client will not be required to pay Gasbox a management fee for that time period.

6. Uptime Guarantee

a.
Gasbox guarantees 95.0% uptime, which is no more than 8.5 hours of downtime per week ("Allotted Downtime Hours").
b.
If there is more than the Allotted Downtime Hours of downtime in any given week, Gasbox will compensate Client for the difference in downtime ("Excess Downtime Hours") rounded up to the nearest hour at a pro-rata hourly "hashprice" rate based from the Luxor mining pool. For example:
i.
Assume there's 11.5 hours of actual downtime in a specific week, and the Agreement has 8 Allotted Downtime Hours for 2.0 PH of Total Hashrate.
ii.
There is 4 hours of Excess Downtime Hours (11.5 hours of actual downtime - 8 hours of Allotted Downtime Hours = 3.5 hours, rounded up to 4 hours).
iii.
Assume the Luxor daily hashprice is $100.00 per PH. In this case the pro-rata hourly hashprice is $4.17 per PH ($100 / 24 hours).
iv.
Gasbox would then compensate Client $33.36 for the excess downtime (4 hours of Excess Downtime Hours * $4.17 per PH hourly hashprice * 2.0 PH of Total Hashrate) as a credit for the next payment.

7. Ownership of Infrastructure and Hardware

a.
Client will own any hardware and infrastructure related to the acquisition, build out, or energization of mining hardware, data centers, and utilities, including, but not limited to, the mining ASICs themselves.

8. Maintenance & Repairs

a.
Gasbox is responsible for maintaining miners and infrastructure, and Client will be solely liable for any costs that may arise from repairs and maintenance of any infrastructure or hardware.
b.
If mining equipment needs to be brought offline to conduct repairs or maintenance, this time will not be considered downtime and will not be included when calculating the total weekly downtime for the Uptime Guarantee (see above).
c.
Client hereby authorizes Gasbox to automatically conduct any repair below $100.00.
d.
For repairs greater than $200.00, Gasbox will provide to the Client a written estimate of cost. Client will have 72 hours to approve or deny the estimate. If Client does not respond back within 72 hours, it will be assumed that Client has approved the estimate and Gasbox will be entitled to move forward with the repair.

9. Reconciliation

a.
Gasbox agrees to reconcile balances on a regularly occurring cadence, at minimum once every quarter.
b.
These reconciliation reports must include, but is not limited to, the following data points since the last reconciliation report:
i.
Total downtime in hours
ii.
Total Bitcoin mined
iii.
Total fair market value ("FMV") of total bitcoin mined, and an aggregate of total FMV mined since inception
iv.
Total Electricity Consumed (based on Total downtime percentage of the agreed upon Electricity Consumption)
v.
Total Electricity Costs due, paid in either fiat or crypto
vi.
Total Profit Share due, paid in either fiat or crypto
c.
These reports may be done in either a digital format via the Gasbox online portal, shared spreadsheet, etc or any other methods mutually agreed-upon by both Client and Gasbox.

10. Length of Term

a.
One year term, with automatic monthly renewals.

11. Expansion of Agreement

a.
This Agreement may be expanded to include additional hashrate with mutual consent by Client and Gasbox, thereby increasing the Total Hashrate.
b.
Any additional hashrate desired to be brought online will be charged at the per-PH rates above, and comply with the same terms of this Agreement.

12. Cancellation

a.
Must be mutually agreed upon, in writing, by both Client and Gasbox with a minimum 60 day notice to all Parties.

13. Indemnification

a.
Operator agrees to hold harmless Gasbox, including, but not limited to, any damage or injuries sustained arising or relating from this Agreement, unless in the event Gasbox is found to be responsible for intentional gross negligence.
b.
Gasbox agrees to hold harmless Operator, unless in the event Operator is found to be responsible for negligence.

14. Severability

a.
If any provision of this agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.

15. Arbitration and Legal Fees

a.
Client and Gasbox agree to enter mediation and arbitration in good faith before taking legal action.
b.
In the event that arbitration does not succeed and legal action is taken, the prevailing party will be entitled to any reasonable attorney fees and costs.

16. Scope

a.
Provisions of this contract will follow Wyoming law, unless mutually agreed upon in writing by both Client and Gasbox.

Acceptance of Agreement. Client and Gasbox hereby agree to and accept the terms set forth in this document.

Client

Name:
Title:
Sign:
Date:

Gasbox

Name:
Title:
Sign:
Date:

Gasbox Contact Information

Partner

Jarret Porter

Emailjarret@gasbox.org

Phone🇺🇸 +1 (512) 710-8777

Partner

Justin Chiang

Emailjustin@gasbox.org

Phone🇺🇸 +1 (858) 997-4690

Gasbox LLC · 30 N Gould St, Suite N, Sheridan, WY 82801