Terms of Service

1.1 Last Updated Date

These WEMINE Platform Website Terms of Use, Sales & Service Terms (UAE) (the "Website Terms") were last updated on: February 1, 2026. WEMINE may update or amend these Website Terms from time to time in accordance with Clause 15.2.

1.2 Website and Platform Description

The WEMINE Platform (the "Platform") is an online interface (including any websites, portals, dashboards, mobile applications, APIs, and related digital tools) operated under the WEMINE brand to facilitate (as applicable) (i) the sale of mining hardware products; (ii) the provision or facilitation of miner hosting and colocation services; (iii) operational dashboards and reporting tools; and (iv) where expressly offered and accepted through a separate click-wrap instrument, the provision of "Mudarabah Services" under a Mudarabah (Speculative Partnership – Capital Advance) structure (Instrument B).

1.3 Scope of Application of the Website Terms

1.4 Binding Acceptance and Electronic Consent

By (i) accessing or using the Platform; (ii) creating an account; (iii) placing an Order; or (iv) clicking "I Agree", "Accept" or equivalent (including in relation to Instrument B), the Customer confirms that it has read, understood, and agrees to be bound by these Website Terms and any incorporated instruments, and that such acceptance constitutes a legally binding electronic agreement under applicable UAE laws.

1.5 Relationship with Mudarabah Agreement (Instrument B)

1.1 Brand Identity and Platform Operation

WEMINE is a brand used in connection with digital asset mining hardware and related services. The Platform may be operated and supported by one or more WEMINE group entities and/or service providers.

1.2 Contracting and Invoicing Entity

The contracting entity for Products and/or Services will be the entity specified in the relevant Order confirmation, invoice, or applicable agreement ("Contracting Entity").

1.3 Operational and Hosting Entity

Hosting and facility operations may be performed by WEMINE’s Affiliate(s) and/or third-party facility operators. The Customer acknowledges that physical performance may occur at premises operated by third parties.

1.4 Intercompany and Subcontracting Acknowledgment

The Customer authorises WEMINE and its Affiliates to subcontract performance of Services and to allocate operational responsibilities among group entities, provided that the Customer’s contractual counterparty remains as stated in the relevant Order or agreement.

2.1 Defined Terms

2.2 Rules of Interpretation

3.1 Mining Hardware Sales

The Platform may facilitate the sale of mining hardware Products subject to availability and acceptance of Orders.

3.2 Miner Hosting and Colocation Services

The Platform may facilitate Hosting Services, either under these Website Terms and/or under a separate Hosting Agreement.

3.3 After-Sales Support and Warranty Facilitation

WEMINE may provide after-sales support and may facilitate warranty claims with manufacturers, subject to the manufacturer’s terms.

3.4 Maintenance and Repair Facilitation

WEMINE may offer maintenance services or facilitate repairs through third parties, subject to scope and availability.

3.5 Dashboards, Reporting and Operational Tools

The Platform may provide dashboards and reporting tools for Customers, subject to data availability and operational constraints.

3.6 Additional Digital Services

WEMINE may introduce additional features or services from time to time.

3.7 Precedence of Separate Agreements

Where Products or Services are governed by separate signed agreements (including Hosting Agreements or Instrument B), those agreements prevail over these Website Terms to the extent of conflict.

4.1 Business Customer Classification

Unless explicitly stated otherwise, WEMINE primarily provides Products and Services for Business Customers.

4.2 Consumer Protections under UAE Law

If the Customer qualifies as a Consumer, mandatory consumer protection provisions under applicable UAE law may apply and shall prevail over inconsistent provisions.

5.1 Account Creation and Legal Capacity

By creating an account, the Customer represents it has legal capacity and authority to enter into binding agreements.

5.2 Credentials, Access Control and Security Obligations

The Customer is responsible for maintaining the confidentiality of account credentials and for all activity conducted under its account.

5.3 Accuracy and Updating of Information

The Customer shall provide accurate information and update it promptly if it changes.

5.4 Prohibited Uses of the Platform

The Customer shall not: (i) misuse the Platform; (ii) introduce malware; (iii) attempt unauthorised access; (iv) use the Platform for unlawful purposes; or (v) engage in conduct that harms WEMINE, other customers, or third parties.

5.5 Suspension, Restriction and Termination of Access

WEMINE may suspend or restrict access if it reasonably believes the Customer has breached these Website Terms, applicable law, or compliance requirements.

6.1 Orders Subject to Acceptance

All Orders are offers by the Customer and subject to acceptance by WEMINE.

6.2 Binding Confirmation of Orders

An Order is accepted when WEMINE issues an acceptance confirmation, invoice, or otherwise confirms fulfilment.

6.3 Electronic Acceptance and Evidentiary Records

Electronic records and click-wrap acceptances are admissible and binding to the maximum extent permitted by applicable law.

6.4 Compliance-Based Refusal, Suspension or Cancellation

WEMINE may refuse or cancel an Order where required for compliance (including KYC/AML, sanctions screening, fraud prevention, or lawful risk controls).

7.1 Pricing Structure

Prices are as displayed on the Platform or as quoted in writing, subject to correction of errors.

7.2 VAT, Duties and Taxes

Prices may be exclusive of VAT and any duties/taxes, unless stated otherwise.

7.3 Currency, Payment Methods and Charges

Payments must be made via the methods presented by WEMINE. The Customer is responsible for bank fees, processing fees, and exchange differences.

7.4 Late Payment and Collection

Late payment may result in suspension of services and collection actions, subject to applicable law.

8.1 Delivery of Hardware Products

Delivery dates are estimates only unless expressly guaranteed in writing.

8.2 Commencement of Hosting Services

Hosting Services commence upon (i) execution of any required Hosting Agreement and (ii) fulfilment of onboarding requirements including delivery/installation of equipment.

8.3 Service Availability and Maintenance

WEMINE may conduct scheduled maintenance and may experience downtime due to operational factors.

8.4 Customer Cooperation Obligations

The Customer shall provide timely cooperation, approvals and information required to deliver Products/Services.

9.1 No Performance Guarantee

Mining performance depends on multiple external variables; WEMINE does not guarantee uptime, hashrate, mining yield, profitability, ROI, or any financial outcome unless expressly agreed in a separate signed SLA (if any).

9.2 Network Difficulty, Market Volatility and External Factors

The Customer acknowledges that mining outcomes are affected by network difficulty, price volatility, protocol changes, pool policies, facility conditions, force majeure, and other factors outside WEMINE’s control.

9.3 No Guaranteed Profit, Yield or ROI

No statement on the Platform shall be interpreted as a guarantee of profit or return. Any profit participation exists only under Instrument B and only if profit is realised and distributable.

10.1 Ownership of Platform IP

WEMINE (and/or its licensors) own all intellectual property rights in the Platform and its content.

10.2 Limited Licence to Use the Platform

The Customer receives a limited, non-exclusive, non-transferable licence to use the Platform for its lawful purposes in accordance with these Website Terms.

10.3 User Content and Feedback

If the Customer submits content or feedback, it grants WEMINE a licence to use it for platform operations and improvement.

11.1 Processing of Personal Data

WEMINE processes personal data in accordance with its Privacy Policy and applicable data protection laws.

11.2 Security Measures

WEMINE implements reasonable administrative and technical safeguards, but no system is completely secure.

11.3 Cross-Border Transfers

Data may be processed in other jurisdictions where WEMINE or its service providers operate.

12.1 Confidential Information

Each party shall keep the other’s confidential information confidential and use it only for the purpose of performing under these Website Terms or applicable agreements.

12.2 Permitted Disclosures

Disclosures are permitted to affiliates, professional advisers, regulators, and as required by law.

13.1 Disclaimer of Warranties

To the maximum extent permitted by law, the Platform and Services are provided "as is" and "as available", without warranties of any kind, except where mandatory law provides otherwise.

13.2 Limitation of Liability

To the maximum extent permitted by law, WEMINE’s aggregate liability under these Website Terms is limited to the amounts paid by the Customer for the relevant Order giving rise to the claim.

13.3 Indirect and Consequential Loss

WEMINE shall not be liable for indirect, special, incidental, consequential or punitive losses, including loss of profits, loss of revenue, loss of goodwill, or loss of opportunity.

13.4 Indemnity by Customer

The Customer shall indemnify WEMINE against losses arising from the Customer’s unlawful use, breach, or third-party claims caused by the Customer’s conduct.

14.1 Force Majeure Events

A "Force Majeure Event" means any event beyond a party’s reasonable control, including natural disasters, war, terrorism, strikes, governmental actions, power grid failures, network outages, supply chain disruptions, and similar events.

14.2 Consequences and Mitigation

A party affected by Force Majeure is excused from performance to the extent affected, provided it mitigates and notifies the other party.

15.1 Term of Website Terms

These Website Terms remain in effect while the Customer uses the Platform or has active Orders/Services.

15.2 Amendments and Updates

WEMINE may update these Website Terms by posting updated terms on the Platform. Continued use constitutes acceptance.

15.3 Notices and Communications

Notices may be delivered via email, in-platform notifications, or other reasonable methods specified by WEMINE.

16.1 Governing Law

These Website Terms are governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

16.2 Exclusive Jurisdiction of Dubai Onshore Courts

The courts of Dubai (onshore) shall have exclusive jurisdiction to settle disputes arising out of or in connection with these Website Terms.

Parties

This Mudarabah (Speculative Partnership – Capital Advance) Agreement (the "Mudarabah Agreement" or "Instrument B") is made between:

• (a) Rabb al-Māl (Capital Provider): the Customer identified in the Platform account and/or the applicable Project Schedule; and
• (b) Muḍārib (Working Partner): WEMINE or such WEMINE Affiliate/entity as identified in the applicable Project Schedule (the "Muḍārib").

Purpose and Structure of the Mudarabah Agreement

This Instrument B establishes the click-wrap legal framework for Mudarabah (speculative partnership) arrangements offered through the Platform, whereby the Rabb al-Māl provides a capital advance for digital asset mining operations, and the Muḍārib manages operations seeking realised profit, subject to Shariah-compliant and UAE-law compliant principles as reflected herein and in the applicable Annexes/Schedules.

1.1 Click-Wrap Acceptance

Instrument B becomes binding only when the Customer (Rabb al-Māl) affirmatively accepts it electronically (e.g., clicking "I Agree", "Accept", or equivalent) and confirms any applicable Project Schedule(s) presented through the Platform.

1.2 Authority

The Customer represents that the person accepting Instrument B has authority to bind the Customer (where the Customer is an entity) and that such acceptance constitutes valid execution.

1.3 Evidentiary Records

The parties agree that Platform records, click-wrap logs, timestamps, confirmation messages, payment receipts, wallet transaction hashes (if applicable), and related electronic records are admissible and binding evidence to the maximum extent permitted by applicable law.

2.1 Mudarabah / Qiradh Characterisation

The parties intend the relationship created by Instrument B to constitute a speculative partnership (Mudarabah / Qiradh) arrangement consistent with applicable UAE law principles.

2.2 Non-Loan / Non-Deposit

2.3 Profit as Percentage Only

Profit sharing must be agreed as a percentage ratio of realised net profit and shall not be expressed as a fixed amount or guaranteed return.

2.4 Muḍārib as Amīn

The Muḍārib is an Amīn (trustee) in respect of the Capital Advance and is not a guarantor of capital absent negligence, misconduct, fraud, or material breach.

4.1 Commencement

The Mudarabah commences on the date the Muḍārib confirms receipt of the Capital Advance and completes operational allocation per the applicable Project Schedule(s).

4.2 Permitted Business

The Mudarabah business objective is to conduct digital asset mining operations and related lawful operational activities seeking realised profit.

4.3 No Guarantee

The Muḍārib does not guarantee profit, mining yield, hashrate, ROI, or any financial outcome.

5.1 Capital Advance Amount and Currency

The Rabb al-Māl shall provide the Capital Advance amount specified in the Project Schedule(s), in the currency and method stated therein.

5.2 Payment Methods / Wallets / Off-Ramping

5.3 Receipt Confirmation

The Muḍārib shall confirm receipt of the Capital Advance through Platform confirmation and/or written notice, including by issuing a receipt record or confirmation statement.

5.4 No Interest

No interest, late fee, or time value uplift shall accrue on the Capital Advance.

5.5 Permitted Uses

The Muḍārib may use the Capital Advance solely for the Mudarabah business within the scope described in the Project Schedule(s), including procurement/allocation of mining hardware (where applicable), hosting, operation, pool participation, maintenance, repairs, and associated logistics/facility costs.

5.6 Prohibited Uses

The Muḍārib shall not use the Capital Advance for unlawful purposes, pledge it as security for unrelated debts, or apply it outside the agreed project scope.

6.1 Muḍārib Authority

The Muḍārib has full authority to manage and execute the Mudarabah business within the permitted scope.

6.2 Delegation and Subcontracting

The Muḍārib may delegate tasks and subcontract services to Affiliates or third parties as operationally required.

6.3 Non-Interference

The Rabb al-Māl shall not interfere in day-to-day operations. Any instructions outside agreed parameters are non-binding unless accepted by the Muḍārib in writing (including via Platform confirmation).

6.4 Equipment / Facility Control

Where equipment is used, custody, facility location, access rules, security, insurance (if any) and relocation rights shall be as set out in Annexes 3 and 4 and/or the Project Schedule(s).

7.1 Profit Definition

"Profit" means Net Realised Profit as defined, calculated in accordance with Annex 5 and the Project Schedule(s).

7.2 Profit Sharing Ratio

Profit shall be shared according to the percentage ratio set out in the Project Schedule(s). Profit shares shall not be fixed amounts.

7.3 Distribution Frequency

Profit distributions (if any) shall occur at the frequency stated in the Project Schedule(s), subject to availability of Net Realised Profit and any reserve policy stated therein.

7.4 Costs, Charges and Set-Off

Operational costs, hosting charges (if applicable), pool fees, repair costs and other agreed costs may be deducted prior to profit distribution as set out in Annex 5 and the Project Schedule(s).

7.5 No Profit Until Realised

No profit is owed unless and until realised and distributable.

7.6 Loss Allocation

Subject to Clause 9.4, any loss of the Capital Advance due to business performance or market/network conditions shall be borne by the Rabb al-Māl.

8.1 Dashboard Reporting

The Muḍārib shall provide reporting via dashboard and/or periodic statements as stated in the Project Schedule(s), subject to data availability.

8.2 Records

The Muḍārib shall maintain reasonable records of mining operations and profit calculations.

8.3 Audit Requests

Audit requests must be reasonable and subject to confidentiality, facility access restrictions, third-party constraints, and cost allocation. Operational information may be withheld where disclosure would compromise security, third-party rights, or commercial sensitivity.

9.1 Term

The term of each Mudarabah participation is as stated in the applicable Project Schedule(s).

9.2 Termination for Cause

Either party may terminate for material breach not remedied within [●] days after notice, or for fraud, illegality, or sanctions exposure.

9.3 Termination for Convenience

Termination for convenience applies only if expressly enabled in the Project Schedule(s), with the notice period specified therein.

9.4 Fault-Based Liability Trigger

The Muḍārib shall be liable for losses directly caused by proven negligence, gross negligence, wilful misconduct, fraud, or material breach of Instrument B.

9.5 Wind-Down and Final Accounting

Upon termination/expiry, the Muḍārib shall wind down operations in an orderly manner, prepare final accounting, and distribute any realised profit according to the agreed ratio, subject to the final settlement statement.

9.6 Capital Non-Recovery Acknowledgment

The Rabb al-Māl acknowledges that the Capital Advance may not be fully recoverable and is subject to Clause 7.6 and Clause 9.4.

10.1 KYC/AML and Source of Funds

The Rabb al-Māl represents that funds are lawfully sourced and will provide requested compliance information. The Muḍārib may suspend/terminate where required for compliance.

10.2 Sanctions

Each party represents it is not a sanctioned person and will not use the Platform to violate sanctions laws.

11.1 Confidentiality

Confidentiality obligations in the Website Terms apply and are incorporated herein.

11.2 Data Processing

Data protection provisions in the Website Terms apply and are incorporated herein.

12.1 Governing Law

Instrument B is governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai.

12.2 Jurisdiction

Disputes arising from or in connection with Instrument B are subject to the exclusive jurisdiction of the courts of Dubai (onshore), UAE.

13.1 Priority

If there is any inconsistency between Part (A) and Instrument B, Instrument B prevails in respect of Mudarabah Services. If there is any inconsistency between Instrument B and any Project Schedule, the Project Schedule prevails for plan-specific commercial terms.

13.2 Entire Agreement for Mudarabah Services

Instrument B together with its Annexes and incorporated Website Terms forms the entire agreement for Mudarabah Services.