Preamble

Cuverse Limited (“Cuverse”) provides its Customers with a loyalty programme (the “Loyalty Program”) as a unilateral offer intended to reward long-term relationships with the Customer. These Loyalty Program Terms (the “Loyalty Terms”) set out the terms of participation in the Loyalty Program.

The Loyalty Terms are supplementary to the two principal Cuverse agreements:

• the Mining Hardware Hosting Agreement — for Customers acquiring Mining Hardware in Hosting Mode or Cloud Infrastructure Mode;
• the Mining Service Agreement — for Customers acquiring Service Packages (Virtual Mining, Mining Packages),

(together, the “Service Agreements”).

The Loyalty Program applies equally to both agreements. A Customer holding purchases under both Service Agreements participates in a single Loyalty Program with a single shared Tier and a single shared Loyalty Points balance. In the event of any conflict between the Loyalty Terms and the Service Agreements, the Service Agreements shall prevail.

§ 1. Definitions

§ 2. Participation

(1) Automatic Enrollment. All Customers with a valid Account are automatically enrolled in the Loyalty Program from the moment of registration, with no separate consent required. The Customer may withdraw from the Loyalty Program at any time through the Account settings or by request to [email protected]. Withdrawal does not affect any other contractual relationship with Cuverse.

(2) Welcome Discount. Each new Customer receives a one-time Welcome Discount on the first purchase, regardless of the Tier and of the type of product (Mining Hardware or Service Package). The current rate of the Welcome Discount is published on the Cuverse website. The Welcome Discount is applied automatically at the placing of the first order.

(3) Excluded Categories. The following do not participate in the Loyalty Program:

• Customers acting under a White-Label Framework Agreement with Cuverse;
• Customers whose participation in the Loyalty Program has been temporarily or permanently blocked by Cuverse pursuant to § 9.

(4) Single Account Rule. Each Customer may participate in the Loyalty Program through one Account only. Cuverse reserves the right to detect and merge or block duplicate Accounts of the same person.

(5) Unified Participation Across Products. A Customer holding purchases under both Service Agreements participates in a single Loyalty Program. Active Spend, Tier and Loyalty Points are calculated uniformly across all of the Customer’s products.

§ 3. Tier Calculation

(1) Active Spend Definition. A Customer’s Active Spend is calculated as the sum of the following expenditures by the Customer over a rolling period of the last 12 months:

• the Purchase Price paid for Mining Hardware (under the Mining Hardware Hosting Agreement, in Hosting Mode and Cloud Infrastructure Mode);
• the Package Price paid for Service Packages (under the Mining Service Agreement);
• Hosting Fees actually debited from the Customer’s Service Prepayment (under the Mining Hardware Hosting Agreement);
• Service Fees actually debited from the Customer’s Service Prepayment (under the Mining Service Agreement).

(2) Excluded from Active Spend. The following are not included in Active Spend:

• Service Prepayment top-ups not yet debited against Hosting Fees or Service Fees;
• amounts paid using Loyalty Points;
• welcome, promotional or other bonuses credited by Cuverse;
• refunds of funds;
• transactions in pending status not finally confirmed;
• transactions identified by Cuverse as abuse pursuant to § 9.

(3) Tier Structure. The Loyalty Program comprises five Tiers:

The values shown above are illustrative of the Tier structure as at the date of this document. The current Active Spend thresholds, Discount rates and Cashback rates published on the Cuverse website prevail in the event of any discrepancy. Cuverse may amend these parameters in accordance with § 8.

(4) Tier Recalculation. A Customer’s Tier is recalculated:

• immediately — following each qualifying transaction by which Active Spend crosses the threshold of the next Tier;
• daily — automatically at 03:00 UTC for all Customers, on the basis of a rolling 12-month window. This recalculation may result in either an upgrade or a downgrade of the Tier.

(5) No Historical Lock-in. The Tier reflects the Customer’s current level of activity, and not the Customer’s historical maximum.

(6) Downgrade Grace Period. Where Active Spend falls below the threshold of the current Tier, a grace period of 30 days is granted, during which the Customer retains the current Tier. Upon the expiry of the grace period without a restoration of Active Spend, the Tier is downgraded to the level corresponding to the actual Active Spend.

(7) Personal and Non-Transferable. The Tier is the Customer’s personal status and is not transferable to other Customers, is not inheritable and may not be assigned.

§ 4. Loyalty Points — Earning

(1) Cashback Mechanism. Upon each debit of a Hosting Fee or a Service Fee from the Customer’s Service Prepayment, Cuverse credits Cashback to the Customer’s Account in the form of Loyalty Points. The amount of Cashback is determined by the Customer’s current Tier and operating mode (MAX Mode / ECO Mode), in accordance with the table in § 3(3).

(2) Earning Base. Cashback is calculated on the basis of the actual (net) amount of the Hosting Fee or Service Fee debited, without regard to any discounts or Loyalty Points applied to that amount.

(3) Conversion. 1 Loyalty Point = 1 USD. Loyalty Points are displayed in the Customer’s Account as whole values.

(4) Fractional Accumulation. Cashback for each individual transaction is calculated with precise fractional accuracy and is accumulated in an internal accrual balance maintained by Cuverse. A whole Loyalty Point is credited to the Customer’s Account only once the accrual balance reaches a value of ≥ 1. The fractional remainder is retained and contributes to subsequent accruals.

(5) Other Earning Sources. In addition to Cashback, Loyalty Points may be credited:

• in connection with marketing campaigns (promotional codes, welcome bonuses, referral programmes);
• manually by a Cuverse administrator in connection with the handling of Customer cases or special offers.

Each type of accrual may be subject to its own conditions (validity period, restrictions on use).

§ 5. Loyalty Points — Redemption

(1) Eligible Uses. Loyalty Points may be used:

• to pay the Purchase Price or the Package Price when acquiring Mining Hardware or Service Packages — up to 50% of the order amount;
• to pay Hosting Fees or Service Fees upon their debit from the Service Prepayment — up to 100% of the invoiced amount.

(2) Redemption Limit per Order. The 50% limit on purchases applies to the total amount of the order in the cart, and not to individual line items.

(3) Order of Redemption (FIFO). Loyalty Points are debited in order from the oldest accruals to the most recent (first-in-first-out).

(4) Whole Points Only. The redemption of Loyalty Points is carried out only in whole values.

(5) Restrictions on Marketing Bonus Points. Loyalty Points credited in connection with marketing campaigns may be subject to additional restrictions on use.

(6) Non-Redemption. Loyalty Points are not subject to:

• exchange for funds or crypto-assets;
• transfer to other Customers;
• inheritance;
• use outside the Cuverse services.

§ 6. Expiration of Loyalty Points

(1) Validity Period. Loyalty Points are valid for 12 (twelve) calendar months from the month of accrual.

(2) Expiration Mechanism. All Loyalty Points credited in a given calendar month are aggregated into a pool and expire on the 1st day of the month following the month of expiry of the validity period, at 00:00 UTC.

Example: Loyalty Points credited on any day in January 2026 expire on 1 February 2027 at 00:00 UTC.

(3) Order of Operations. On the day of expiry, the Points to be expired are first recorded as expired, and any redemption operations for that day are then processed.

(4) Notifications. The Customer is notified of forthcoming expirations of Loyalty Points:

• by a notice in the dashboard, indicating the number of Points expiring and the date;
• by email 7 days before the date of expiration;
• by email 1 day before the date of expiration;
• by push notification in the mobile application (where enabled).

(5) No Negative Balance. The expiration of Points may only reduce the balance to zero.

§ 7. Discounts on Purchases

(1) Application. The Discount corresponding to the Customer’s current Tier is applied automatically to the Purchase Price or the Package Price at the order placement stage.

(2) Combination with Welcome Discount. The Welcome Discount is not cumulative with the Tier Discount. The greater of the two discounts applies.

(3) Combination with Promotional Discounts. Where, at the time of placing the order, a Cuverse promotional campaign is in effect, the rule set out in the terms of the corresponding campaign applies. As a general rule, promotional discounts are not cumulative with the Tier Discount, and the greater of the two applies.

(4) Individual Commercial Terms. Cuverse reserves the right to grant individual Customers commercial terms differing from the standard Tier structure. Such individual terms are not subject to the general rules of the Loyalty Program.

§ 8. Modification of the Loyalty Program

(1) Right to Modify. Cuverse reserves the right to unilaterally amend the Loyalty Program, including the Tier structure, the rates of Discount and Cashback, the rules for the accrual and use of Loyalty Points, and the validity periods of Points.

(2) Notification. Customers shall be notified of material changes to the Loyalty Program no less than 30 days in advance, by email and/or through the dashboard.

(3) Effect on Existing Points. Changes shall not reduce the balance of Loyalty Points already credited to the Customer prior to the date on which the changes take effect. The validity periods of such Points shall remain unchanged.

(4) Right to Terminate. Cuverse reserves the right to discontinue the Loyalty Program in its entirety, with no less than 90 days’ prior notice to Customers.

§ 9. Abuse and Suspension

(1) Abuse Prohibition. Customers are prohibited from:

• creating multiple Accounts in order to obtain additional benefits;
• using false or misleading information;
• carrying out transactions whose sole purpose is the artificial increase of Active Spend;
• using Loyalty Points in breach of these Loyalty Terms.

(2) Suspension of Participation. Cuverse reserves the right to temporarily or permanently exclude a Customer from the Loyalty Program in the event of abuse or breach of these Loyalty Terms.

(3) Forfeiture of Points. Upon exclusion of a Customer from the Loyalty Program, all accrued Loyalty Points shall be forfeited without compensation.

(4) Other Remedies. The actions described in this § 9 do not limit any other rights or remedies of Cuverse under the Service Agreements.

§ 10. Reporting and Customer Support

(1) Account Display. The Customer’s dashboard displays:

• the current Tier;
• the current Active Spend and the distance to the next Tier;
• the current balance of Loyalty Points;
• the next date of expiration of Loyalty Points and the number of Points expiring;
• the status of the grace period (where applicable);
• the history of Loyalty Points transactions.

(2) Support. Enquiries relating to the Loyalty Program shall be directed to the Cuverse support service by email at [email protected] or through the dashboard.

§ 11. Miscellaneous

(1) Relation to Service Agreements. In the event of any conflict between these Loyalty Terms and the Service Agreements, the Service Agreements shall prevail.

(2) Governing Law. These Loyalty Terms are governed by the substantive law of Hong Kong.

(3) Severability. If any provision is held to be invalid, the validity of the remaining provisions shall not be affected.

(4) Communication. Notices relating to the Loyalty Program shall be sent to the Customer by email or through the dashboard. Marketing communications in connection with the Loyalty Program shall be sent only with the Customer’s separate consent in accordance with Art 6(1)(a) GDPR and applicable direct marketing law.