Cloud Computing Services

Terms and Conditions

These Cloud Computing Services Terms and Conditions ("Terms") apply to the use of the Services (as defined below) provided by Impossible Labs Ltd. (the "Company"). Please read the following carefully before accepting these Terms and registering for, accessing and/or using the Services.

By selecting the box "I Agree" or otherwise paying for, accessing and/or using the Services, you acknowledge that you have read, understood, and agree to comply with these Terms. These Terms are a binding legal agreement between you and the Company.

You represent and warrant that you are at least 18 years old and are entering into these Terms solely on your own behalf as an individual. We may verify this representation by various means, as a condition to granting you an account to use the Services. In the event that we determine that the foregoing representation is not correct, we may terminate your account and use of the Services at any time.

If you do not agree to comply with and be bound by these Terms, do not accept these Terms and you may not access or use the Services. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Definitions

For purposes of these Terms, the following capitalized terms shall have the following meanings:

(a) "Blockchain Fork": means any divergence, split, or modification in the protocol rules of a blockchain network that results in (a) two or more separate and incompatible versions of the blockchain ledger, or (b) a material change to the consensus mechanism, transaction history, or governance of such blockchain. A Blockchain Fork may include, without limitation, a "hard fork" (permanent divergence creating a new chain) or a "soft fork" (backward-compatible change to the protocol).
(b) "Customer": means the person or entity who has purchased Services.
(c) "Pearl Token": a native token that may be generated through a proof of work mining activity on the Pearl Network protocol, following the Network Launch.
(d) "Pearl Network": an AI-powered proof of useful work blockchain originally developed by the Company, which includes the ability to generate the native token Pearl Token through a proof of work mining activity.
(e) "Pearl Wallet": means a Wallet Address that supports Pearl Tokens.
(f) "Network Launch": means the time that the source code of the Pearl Network is first released by the Company for purposes of parties being able to conduct proof of work mining activities on the Pearl Network.
(g) "Token Distribution Time": means each time at which the Company distributes Pearl Tokens to the Customer pursuant to the terms and conditions of this Agreement.
(h) "Wallet Address": means the public key portion of a cryptographic public private key pair, typically used in context of virtual currency for the purpose of holding funds denominated in that virtual currency.

2. Services

2.1 Provision of Services

Subject to the terms and conditions of this Agreement, including full and timely payment of the Services Fee by the Customer, the Company agrees to provide the Customer the services of operating a certain amount of computing power on the Pearl Network, in the scope selected by the Customer when ordering the Services on the Company's website, during the Term (the "Services"). The Services shall be rendered by the Company on a 'reasonable commercial efforts' basis. The right to receive the Services is personal to the Customer, and is non-transferable and non-sublicensable.

2.2 Output of the Services

The output of the Services shall be the Pearl Tokens that actually result from the mining activities on the Pearl Network conducted by the Company within the scope of the Services. The Company may aggregate the computing power purchased by the Customer with the computing power purchased by other customers of the Services, and allocate the generated Pearl Tokens among the Customer and such other customers proportionately to the amount of computing power purchased by each customer. The actual mining output is subject to various factors that are not under the control of the Company, which are more fully described in Section 6 below.

2.3 Token Distribution

The delivery of the Pearl Tokens due to the Customer in accordance with Section 2.2 shall be made by the Company delivering such Pearl Tokens to a Wallet Address designated by the Customer in the method required by the Company. The Pearl Tokens mined each 24-hour period during the Term will be delivered by the Company to the Customer on a daily basis.

2.4 Network Fees

Any network fees required to be paid by the Company in order to deliver the Pearl Tokens to the Customer will be deducted from the Pearl Tokens deliverable to the Customer.

2.5 Network Forks

In the event of any Blockchain Fork in the Pearl Network that results in the Company receiving any other blockchain tokens in respect of the Pearl Tokens mined by it as part of the Services ("Forked Tokens"), any such Forked Tokens will be added to the Pearl Tokens due to the Customer at the next Token Distribution Time. The Company does not commit to mine on any Blockchain that is a Forked version of the Pearl Network as part of the Services, and the decision as to whether to do so or not will be made by the Company in its sole discretion.

3. Consideration

3.1 In consideration for the performance of the Services, the Customer shall pay the Company a fixed fee as follows:

(a) Service Packages. The Customer shall select one of the service packages offered on the Company's website at the time of purchase (each, a "Service Package"). Each Service Package includes a defined scope and duration of Services for a fixed price (the "Service Fee"), as specified on the Company's website at the time of subscription. The Service Fee is based, among other things, on the cost of obtaining the underlying computing power and electricity, which are outside of the control of the Company.

(b) Payment Terms. The Service Fee is payable in full in advance and is non-refundable, except as expressly stated otherwise herein or as required by applicable law.

(c) Changes to Packages. The Company reserves the right to modify, update, or discontinue any Service Packages or pricing at its sole discretion.

(d) Excess Compute Power. In the event that the Services Fee amount purchases compute power in excess of the Service Package that you purchased, the Company will retain the Pearl Coins mined using the excess compute power, as additional consideration to the Services Fee.

3.2 All payments hereunder are final and non-refundable.

3.3 The Company shall be entitled to deduct and retain the Pearl Tokens (and, if applicable, Forked Tokens) due as the Services Fee from the Pearl Tokens otherwise deliverable to the Customer at the applicable Token Distribution Time.

3.4 The Services Fee and any other amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges (collectively, "Taxes"). The Customer is responsible for any and all applicable Taxes.

4. Intellectual Property Rights

The Services, any equipment and software used to provide the Services and any derivatives thereof, other than the Pearl Tokens to which the Customer is entitled hereunder, are the sole property of the Company and/or its service providers. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Services are and shall remain owned solely by the Company and/or its service providers. This Agreement does not convey to the Customer any interest in or to the Services other than a limited right to receive the Services in accordance with this Agreement. Nothing herein constitutes a waiver of the Company's intellectual property rights under any law.

5. Confidential Information

5.1 "Confidential Information" means all non-public information, in any form whatsoever, tangible or intangible, which has previously been disclosed and/or which shall further be disclosed to, or learned by, the Customer from the Company or in connection with the Services. This includes information concerning past, present or future ideas, research and development, know-how, trade secrets, software, inventions, formulas, specifications, business and marketing plans, financial data, and any other business activities.

Confidential Information shall not include information that is: (i) publicly available through no act or omission of the receiving party; (ii) legitimately obtained without restriction from a source other than the disclosing party; or (iii) explicitly approved for release by written authorization of the disclosing party.

5.2 The Customer shall keep the Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information (in any event, no less than a reasonable degree of care), and shall refrain from disclosing or facilitating disclosure of Confidential Information to anyone without the Company's prior written consent. If the Customer is required by an order of a court, administrative agency or other government body to disclose Confidential Information, the Customer shall provide the Company with prompt written notice. The obligations of confidentiality shall survive termination of this Agreement and remain in effect for 5 years thereafter.

6. Pearl Network and Tokens Risk Factors

6.1 The Pearl Network, Pearl Tokens and the ability to mine Pearl Tokens are subject to the risk factors set forth in Appendix A hereto, which the Customer represents to having read thoroughly. The Customer acknowledges and agrees to such risk factors and to bear the risks described therein.

6.2 Notwithstanding anything set forth herein, the Company may cease delivering the Services and any Pearl Tokens, and may terminate these Terms, at any time, in the event that the Company determines in its sole discretion that delivery of such Pearl Tokens would or may cause it to be in violation or default under any law, rule or regulation, or would constitute a risk of money laundering, terrorism financing, sanctions evasion or any other prohibited or unlawful activity.

6.3 The Services require access to substantial computing power (including hashrate capacity, hardware, and related infrastructure). The availability of computing power may be constrained by factors outside of the Company's control, including increased market demand for mining capacity, supply chain constraints, semiconductor and hardware shortages, hosting or data center capacity limitations, power availability constraints, changes in electricity pricing or tariffs, cybersecurity incidents, and changes in applicable laws or regulations. As a result, the Company cannot and does not guarantee that sufficient computing power will be available to perform the Services at any particular time or at an economic or commercially reasonable price.

7. Representations and Warranties

7.1 Mutual Representations and Warranties. Each party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction; (ii) it has full power and authority to enter into the Agreement; (iii) the execution and performance of this Agreement will not conflict with its organizational documents or any agreements to which it is bound or violate applicable law; and (iv) it will comply with all laws and regulations applicable to its provision or use of the Services.

7.2 Representations and Warranties of the Customer. By entering into these Terms and/or using the Services, the Customer hereby represents and warrants to the Company that:

Customer is a regular purchaser of blockchain tokens generated by projects in the development stage and acknowledges that it is able to bear the economic risk of its purchase of Pearl Tokens, and has such knowledge and experience in financial, business, and software technology matters that it is capable of evaluating the merits and risks of this Agreement.
Customer has obtained all required independent professional advice (including legal, accounting, tax, regulatory and investment advice) with respect to its entering into this Agreement and purchasing the Services and Pearl Tokens.
Customer acknowledges and agrees that cryptocurrency mining services and related activities may not be regulated, or may be regulated differently, in various jurisdictions and that the regulatory landscape is evolving and uncertain.
Customer acknowledges that any digital assets mined, earned, or otherwise generated in connection with the Services may, prior to delivery to Customer, be held in one or more Wallets designated or controlled by the Company or its third-party service providers (the "Interim Wallet"). Customer further acknowledges that digital assets are subject to unique risks, including theft, loss, destruction, or inaccessibility due to hacking, malware, phishing, compromised credentials or private keys, smart contract exploits, or other vulnerabilities, and that transactions in digital assets are generally irreversible.
The Services Fee is provided on Customer's own account, not as a nominee or agent, and not with a view to assign any part thereof. Customer was not formed for the purpose of purchasing the Pearl Tokens.
Customer does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations with respect to this Agreement, the Services Fee and/or the Customer's Pearl Tokens.
Customer will promptly provide the Company with true and correct information and materials in response to any requests for "know-your-client", anti-money laundering, terrorism finance or sanctions compliance purposes.
Customer acknowledges and accepts that Customer will be wholly responsible if the Customer provides the wrong Wallet Address to the Company for the transfer of the Pearl Tokens. The Company will not be liable if this results in any Pearl Tokens being transferred to someone other than the Customer, and will not return the Services Fee.
The Customer has received information that it regards as sufficient to fully evaluate these Terms, the Pearl Tokens, the Pearl Network and the Services, including their intended features, functions, and limitations.
The Customer intends to acquire the Services for purposes of participating in the proof of work mining of the Pearl Network. The Customer is not purchasing the Services for any investment, speculative or other financial purposes.
It is solely the Customer's responsibility to determine if the Customer can legally purchase the Services and any resulting Pearl Tokens in compliance with the applicable laws and regulations to which the Customer is subject.
The Customer is not, and has not been involved in any type of activity associated with money laundering or terror financing, nor violated any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act (2010), or any other applicable anti-corruption or anti-bribery legislation.
The Customer has carefully reviewed and understands and accepts the various risks of entering into this Agreement, including, but not limited to, the risks detailed in Appendix A, and the risks associated with holding Pearl Tokens.
Neither the Customer, nor any of its affiliates or indirect shareholder or owner is otherwise the target of any sanctions laws, regulations, embargoes or restrictive measures administered by the State of Israel, the United Nations, the United States of America, the European Union or any Member State thereof, or the United Kingdom.
Neither the Customer, nor any of its affiliates or indirect shareholder or owner is listed on any applicable Sanctions List, including the Specially Designated Nationals and Blocked Persons List maintained by OFAC or the Consolidated List of Financial Sanctions Targets maintained by the United Kingdom Treasury.
Neither the Customer, nor any of its affiliates or indirect shareholder or owner is owned or controlled by, or acting on behalf of or for the benefit of, any person on a Sanctions List.
The Customer will indemnify and hold harmless the Company and the Company Parties from and against any and all liabilities, losses, damages, costs, and other expenses (including reasonable attorney's fees and expenses) arising from or relating to any breach of any representation, warranty, covenant or obligation of the Customer in this Agreement.
The Customer acknowledges and accepts that the Services and the Pearl Tokens will be created and delivered to the Customer at the sole risk of the Customer on an "as is" and "under development" basis.
The Customer acknowledges that certain variations in the Services may occur as a result of the availability of computational power.

8. Disclaimer

Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, the Company, its affiliates and the Company Parties do not make any warranty of any kind with respect to the Services, Pearl Tokens and/or Pearl Network, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use and non-infringement.

The Company, its affiliates and the Company Parties are not responsible or liable for the deletion, failure to store, or any loss of any Customer data, including blockchain data and cryptocurrency rewards derived, maintained, or transmitted through use of the Services.

Neither the Company nor any of its affiliates nor any Company Parties warrants that the operation of the Services will be error-free or uninterrupted. The Company, its affiliates and Company Parties are not responsible or liable for any losses or opportunity costs resulting from blockchain network and protocol or third-party software or equipment issues or failures.

9. Limitation of Liability

To the maximum extent permitted by applicable law, the Company and its affiliates, officers, directors, employees, shareholders, representatives and agents (collectively, the "Company Parties") shall not be liable under this Agreement for lost revenues, opportunity costs, or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the Company or any Company Party knew or should have known that such damages were possible.

To the maximum extent permitted by applicable law, neither the Company nor any Company Party may be held liable under this Agreement for more than the lesser of:

The amount paid by the Customer to the Company under this Agreement during the six (6) month period prior to the occurrence of the event giving rise to the liability; and
The amount paid by the Customer to the Company for the specific Services in respect of which the alleged damages were caused.

10. Term and Termination

10.1 Term. The term of this Agreement will be equal to the subscription term purchased by the Customer through the Company's website (the "Term"). The Company will cease to provide the Services and will no longer mine the Pearl Tokens as of the end of the Term or upon any earlier valid cancellation by the Customer.

10.2 Termination for Breach. Either party may terminate this Agreement with immediate effect upon written notice if (a) the other party materially breaches this Agreement and such breach remains uncured fifteen (15) days after having received written notice thereof; or (b) a receiver is appointed for the other party, if the other party makes a general assignment for the benefit of its creditors, or if the other party commences proceedings under any bankruptcy or insolvency law.

10.3 Effect of Termination. Upon the termination of this Agreement, the Customer's rights under this Agreement shall immediately terminate, and the Customer shall discontinue any further use thereof.

11. Miscellaneous

11.1 Force Majeure. The Company will not be liable for any failure or delay in performance of obligation under this Agreement where the failure or delay results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, failures by any providers of GPUs or other computing power, electrical or power outages, network failures, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a hard fork or soft fork).

11.2 No Waiver. No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof.

11.3 Severability. If any term, clause or provision of this Agreement is construed to be or adjudged invalid, void or unenforceable, such term, clause or provision will be modified or severed in such manner as to cause this Agreement to be valid and enforceable while preserving to the maximum extent possible the terms, conditions and benefits of this Agreement as negotiated by the parties.

11.4 Relations. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.

11.5 Governing Law and Jurisdiction. This Agreement is governed by, and construed and interpreted in accordance with, the laws of the State of Israel, without giving effect to conflicts of law principles thereof. Any action arising out of or in any way connected with this Agreement shall be brought exclusively in the courts of Tel-Aviv, Israel.

11.6 Survival. The provisions of Sections 3 through 11 will survive termination of this Agreement and continue in full force and effect for the period set forth therein, or if no period is set forth therein, indefinitely.

11.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties. No change, waiver or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver or discharge is sought to be enforced.

11.8 Amendment. This Agreement may only be amended by an instrument in writing signed by each of the parties hereto.

11.9 No Agency. This Agreement does not create any agency, partnership or joint venture between the Company and the Customer.

11.10 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together will constitute one single agreement between the parties.

11.11 Notices. All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed as properly given or made: (i) on the same date — if hand delivered; (ii) 5 days after mailing — if mailed first class registered mail, postage prepaid; or (iii) on the first business day after being sent — if sent by electronic email.

11.12 Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party (not to be unreasonably withheld), and any purported assignment not permitted hereunder shall be construed null and void. Notwithstanding the foregoing, the Company may assign this Agreement and all of its rights and/or obligations hereunder, together with the performance of the Services, to any other entity formed by it for purposes of conducting mining activities on the Pearl Network.

Appendix A

Risk Factors

The Pearl Network is currently generated using a "proof of work" consensus mechanism. The Pearl Tokens are issued to "miners," who perform the proof of work consensus mechanism on the Pearl Network. There is no re-mining of Pearl Tokens. Therefore, the total amount of Pearl Tokens and the allocation schedule may be changed due to factors beyond the Company's control. There is no assurance of the liquidity of the Pearl Tokens, and there is no guarantee that a market will develop.
The Customer acknowledges that the difficulty of mining on the Pearl Network will vary and will increase based on the number of miners on the network.
The Customer acknowledges that the amount of Pearl Tokens to be mined in accordance with the Agreement may be affected by the Pearl Network's risks, including among others:
- The technology associated with the Pearl Network may not function as intended;
- The Pearl Network reward and miner reward may be delayed or changed due to decisions made by the consensus of participants;
- The Pearl Network may fail to attract sufficient interest from key stakeholders;
- The Pearl Network may not progress satisfactorily and Pearl Tokens may lose all value or may not be generated;
- The Pearl Network will suffer from attacks by hackers or other individuals;
- The Company and/or the Pearl Network may be subject to regulatory developments, investigations and punitive actions from governmental authorities;
- Sufficient mining equipment may not be readily available or may be prohibitively expensive; and
- The Pearl Network is comprised of open-source technologies that depend on a network of computers to run certain software programs to process transactions, and the Company has limited control over the Pearl Network.
The value of Pearl Tokens will be determined solely based on market factors. Pearl Tokens may have no value.
The Customer understands and accepts that the Pearl Network uses an in-built decentralized consensus mechanism. If the consensus mechanism is attacked, or becomes controlled by some party who makes unwise decisions, the value of the Pearl Tokens might be greatly reduced or even completely lost.
Blockchain technology is implemented in a decentralized manner, and relies on unidentified third parties in order to function and operate. Therefore, the Company does not control the function, operation, availability or any other aspect of the Pearl Tokens or the Pearl Network.
The Customer understands and accepts that the software and hardware, technology and technical concepts usually used by issuers of Blockchain Tokens are still in an early development stage and unproven. There is no warranty that the Pearl Tokens or the Pearl Network will be fully developed, uninterrupted or error-free, and there is an inherent risk that the technology could contain weaknesses, vulnerabilities or bugs, causing the complete loss or malfunction of the Pearl Tokens and/or the Pearl Network.
Pearl Tokens are usually accessed using a private key that corresponds to the address at which it is stored. If the private key, or the "seed" used to create the address and corresponding private key, are lost or stolen, the Pearl Tokens associated with the Customer's address may be unrecoverable and permanently lost.