Preamble

Cuverse Limited (“Cuverse”) offers a Referral Program (the “Program”), which allows existing customers (Referrers) to receive a reward for the introduction of new customers (Referred Customers). These Referral Program Terms (the “Terms”) apply to all Cuverse customers with a valid Account who have completed KYC, and form an integral part of the contractual relationship between the Referrer and Cuverse, supplementing the principal agreement entered into between the Referrer and Cuverse (the Mining Hardware Hosting Agreement and/or the Mining Service Agreement). In the event of any conflict, the terms of the corresponding principal agreement prevail.

The Program is not a financial product, an investment scheme, a multi-level marketing (MLM) scheme or a pyramid scheme. The Referrer receives a reward exclusively for the direct introduction of new customers (a single-tier model). No reward is paid in respect of the purchases of customers of the second or any subsequent tier.

§ 1. Definitions

§ 2. Eligibility

2.1. In order to participate in the Program, the Referrer shall:

• have a valid Account on the Cuverse platform;
• have successfully completed the KYC (Know Your Customer) procedure in accordance with the Acceptable Use Policy;
• be a natural person of at least 18 years of age, or a legal entity duly registered in a jurisdiction not included in the Restricted Jurisdictions (Acceptable Use Policy);
• not be included on sanctions lists (the OFAC SDN List, the EU Restrictive Measures lists, or any other applicable sanctions regimes).

2.2. The Referral Link is generated automatically following compliance with all of the conditions of § 2.1 and is available in the “Referral Program” section of the Account.

2.3. The Referred Customer shall be a new customer not having a valid Account. The re-registration of an existing customer does not qualify as a referral.

2.4. Self-referral is prohibited. The Referrer may not use a Referral Link for the registration of additional accounts of the Referrer or of any related persons.

2.5. The set of products and services of Cuverse available to a Referred Customer for a Qualifying Purchase is determined by the jurisdiction of the Referred Customer, by applicable law and by the terms of the Acceptable Use Policy. Cuverse reserves the right to exclude particular products or services from the list of Qualifying Purchases in particular jurisdictions for regulatory reasons.

2.6. Service Package carve-out. Until Cuverse has received a written legal opinion from securities counsel as to the permissibility of an affiliate commission on Service Packages in the relevant jurisdiction, Service Packages (under the Mining Service Agreement) are excluded from the list of qualified products for the purposes of accruing a Referral Commission. Referral Commission is accrued exclusively in respect of purchases of Mining Hardware and the payment of Hosting Services. Cuverse shall notify the Referrer of any extension of the list of qualified products no less than 30 calendar days prior to the corresponding change, and reserves the right to apply additional restrictions by geography (§ 2.5).

§ 3. Commission Structure

3.1. The Referral Commission is calculated as a percentage of the value of the Qualifying Purchase (Purchase Price, Package Price or other payment under the applicable agreement):

The values shown above are illustrative as at the date of this document. The current Cumulative Referral Volume thresholds and Commission Rates published on the Cuverse website prevail in the event of any discrepancy. Cuverse may amend these parameters in accordance with § 11.

3.2. Transition to the Premium tier occurs automatically upon Cumulative Referral Volume reaching USD 50,000. The increased rate applies to all subsequent Qualifying Purchases. Purchases made prior to the transition are not recalculated.

3.3. The Referral Commission is calculated in USD. Where the Referred Customer pays in cryptocurrency, the amount of the purchase is determined in USD at the exchange rate applied to the Referred Customer’s payment.

3.4. No Referral Commission is accrued where:

• the Qualifying Purchase is cancelled or refunded;
• the Referred Customer’s payment did not go through or was rejected;
• the Referred Customer fails to complete KYC within 30 days of registration;
• a breach of § 6 (Prohibited Activities) is identified;
• the Account of the Referrer or of the Referred Customer is blocked or suspended.

§ 4. Crediting, Use and Withdrawal of Reward

4.1. The Referral Commission is credited automatically at the time of the Qualifying Purchase to the Referrer’s Referral Balance in the Account.

4.2. The Referral Balance is the Referrer’s internal balance on the Cuverse platform. Funds in the Referral Balance may be used for the acquisition of products and services of Cuverse.

4.3. The Referrer is entitled to request the withdrawal of funds from the Referral Balance to the details specified in the Account. The withdrawal is processed within 5 (five) business days of the request.

4.4. Cuverse reserves the right to withhold, freeze or claw back a previously accrued Referral Commission in the event of:

• a refund of a Qualifying Purchase;
• the identification of fraud, abuse or a breach of § 6;
• an erroneous credit as a result of a technical error.

§ 5. Tax Obligations

5.1. The Referrer is solely responsible for the declaration and payment of all taxes arising in connection with the receipt of the Referral Commission.

5.2. Cuverse does not act as a tax agent of the Referrer, save in cases where withholding is required by applicable law.

§ 5A. US Referrer — Tax Provisions

5A.1. The US Referrer confirms that the Referral Commission constitutes taxable income for the purposes of the Internal Revenue Code.

5A.2. Cuverse may request a Form W-9. Upon reaching the applicable thresholds, Cuverse is entitled to provide information on payments to the IRS (Form 1099-NEC / 1099-MISC).

§ 6. Prohibited Activities

6.1. The Referrer undertakes not to:

• engage in spam — the mass unsolicited distribution of the Referral Link;
• make false or misleading statements as to the profitability of mining, guarantees of income or investment attractiveness;
• use the brand, logos or trademarks of Cuverse without written consent;
• carry out paid advertising containing the Referral Link without the written consent of Cuverse;
• create websites or landing pages imitating the official resources of Cuverse;
• offer to Referred Customers financial inducements (cashback, kickback, sharing of commission) in exchange for registration;
• recruit persons under 18 years of age;
• carry out any acts in breach of the Acceptable Use Policy or applicable law.

§ 7. Personal Data

7.1. Within the framework of the Program, Cuverse processes: the Referral ID, the Referral Link, the link between the Referrer and the Referred Customer, the amounts of the Qualifying Purchases and of the Referral Commissions. Details are set out in the Privacy Policy.

7.2. Legal basis: performance of a contract (Art 6(1)(b) GDPR) in respect of the Referrer; legitimate interest (Art 6(1)(f) GDPR) in respect of the link between the Referrer and the Referred Customer.

7.3. The Referrer does not receive access to the personal data of the Referred Customer. The Referrer sees only: the number of customers introduced, the amount of the commission and the Cumulative Referral Volume.

7.4. The Referred Customer is informed of the link with the Referrer (without disclosure of identity) in accordance with Art 14 GDPR.

§ 8. Qualification of the Program

8.1. The Referrer is not an agent, representative, broker, dealer, investment advisor or employee of Cuverse. No provision creates an agency, partnership or joint venture relationship.

8.2. The Referrer is not authorised to give promises, guarantees or representations on behalf of Cuverse.

8.3. The Referral Commission is a reward for a marketing service (customer referral), and is not an investment income. The Program is not an investment product, a collective investment scheme (CIS) or a financial instrument.

§ 9. Liability

9.1. Cuverse is not liable for the actions of the Referrer in connection with promotion. The Referrer is solely responsible for compliance with applicable law.

9.2. The Referrer undertakes to indemnify Cuverse against any claims arising out of a breach of these Terms.

9.3. The limitations of liability of the principal agreements (§ 11 of the Mining Hardware Hosting Agreement / § 11 of the Mining Service Agreement) apply mutatis mutandis, including the cardinal obligations and consumer rights protections.

§ 10. Suspension and Termination

10.1. Cuverse is entitled to suspend participation immediately in the event of suspicion of a breach of § 6 or for the duration of an investigation.

10.2. Cuverse is entitled to terminate participation upon 30 days’ notice without giving reasons, or immediately upon a breach of § 6.

10.3. The Referrer is entitled to terminate participation at any time through the Account settings.

10.4. Upon termination: (a) the Referral Link is deactivated; (b) no new Commission is accrued; (c) the accrued Referral Balance is available for use or withdrawal within 12 (twelve) months of the date of termination, after which any unclaimed balance is forfeited.

§ 11. Changes to the Program

11.1. Cuverse is entitled to amend these Terms (rates, thresholds, mechanics) for good cause. Material changes are notified upon 30 days’ notice.

11.2. The Referrer is entitled to terminate participation prior to the entry into force of the changes.

11.3. Cuverse is entitled to terminate the Program in its entirety upon 60 days’ notice. Accrued Commissions are preserved.

§ 12. Interaction with Loyalty Program

12.1. The Referral Program and the Loyalty Program operate independently. Both rewards may be accrued concurrently.

12.2. The Referral Commission is calculated on the actually paid amount (after the application of discounts).

§ 13. Governing Law

13.1. Hong Kong law (Hong Kong SAR).

13.2. The US Customer Provisions (§ 16 of the Mining Hardware Hosting Agreement) apply mutatis mutandis to US Referrers (arbitration, class action waiver, 30-day opt-out).

13.3. In respect of B2C from the EU/EEA: these Terms do not limit any mandatory consumer rights.