Host Agreement
Article I. HOST AGREEMENT. This Host Agreement (“Agreement”) is a legally binding agreement between you and 2HPM LLC (“2HPM”) governing your agreement to be a host for 2HPM’s HNT miner devices under the terms of this Agreement. For purposes of this Agreement, the term "Products" may include but is not limited to (i) 2HPM HNT miner device and other devices or any accessories and related applications, (ii) the remote monitoring, notifications services and other applications or other services provided by 2HPM under this Agreement (the "Service").
Article II. AGREEMENT EXECUTION. WHEN YOU CLICK "I AGREE", CHECK A BOX OR OTHERWISE PROVIDE CONSENT DURING THE ORDERING PROCESS, YOU AND WE ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU AND WE HAD MANUALLY EXECUTED A PAPER COPY OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT PROCEED WITH THE REGISTRATION PROCESS OR PURCHASE PRODUCTS OR SERVICES.
Article III. PROVISION OF SERVICES. During the term of this Agreement, we will provide the Services in accordance with this Agreement. In order for you to use the Services, you are required to provide certain hardware, such as the applicable Products, a mobile phone, personal computer, software, an Internet browser, and access to the Internet. During the Term, 2HPM grants you a personal, worldwide, non-exclusive, revocable and terminable (as set forth in Section 3), nontransferable, non- assignable license (without the right to sublicense) to access and use the Products and Service, solely in the form made available by 2HPM to you from time to time. 2HPM will provide you with unique login credentials for each authorized user, which may only be used by a single authorized user. You are responsible for all use of the Products and Services by any person using the login credentials. 2HPM may deactivate any login credentials for any suspected unauthorized use or any misuse of any Product or Service. Your use of the Products, including without limitation the Service, is subject to 2HPM's then current Privacy Policy and may be modified from time to time, as well as to this Agreement.
Article IV. USE RESTRICTIONS. You will not, directly or indirectly, (a) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product and/or Service, or the rights granted to you with respect to any Product and/or Service, (b) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on any Product and/or Service, (c) access or use the Products and/or Services in a way that implicates illegal or illicit activities or any other purpose other than to be a host, (d) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Product and/or Service by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use any Service in order to build or support or assist a third party in building or supporting, products or services competitive to 2HPM or its products and services, (e) remove, obscure or alter any proprietary notice on Products, (g) use the Service to collect, process or store financial or personal information, (h) use or permit the access to or use of any Product, including the Service, for any unlawful activity, including exporting in violation of applicable law, or (i) access or use the Products, Service or any other deliverable for any use other than the those authorized in this Agreement. You acknowledge and agree that, except as set forth in this Agreement, 2HPM does not provide support for the Products and/or Services. Without limiting our other remedies, we may (but are not required to) remotely suspend or disable Products and/or Services without advanced notice, that we believe have been transferred or are being used in violation of this Agreement or for any other reason.
Article V. EQUIPMENT INSTALLATION. You are responsible for installing and activating the Product in accordance with the instructions we provide. It is your responsibility to obtain and keep in effect all consents, authorizations, permits or licenses that may be required for the installation and operation of the Products and/or Services on the premises, and you hereby represent and warrant that you have and will at all times continue to have the rights to use the Products and/or Services at the applicable location.
Article VI. EQUIPMENT OWNERSHIP. As between you and 2HPM, all content, hardware, software or data made available to you through access or use of the Products or Service or otherwise provided by 2HPM ("2HPM Content"), is and will remain the exclusive property of 2HPM and its licensors. You may only use the 2HPM Content for your own internal use in connection with a Product or Service.
Article VII. ELECTRICAL AND INTERNET REQUIREMENTS. In order to use the Products and/or Services, the HNT miner device must be plugged into an object that provides electrical power and Internet provided by independent and third-party companies. The electric power and/or Internet may have outages from time to time, and during any such outage the Products and/or Service will be unable to operate, and 2HPM is not obligated to provide Services during any such outages and neither 2HPM nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any such failure.
Article VIII. RESPONSIBILITY FOR CUSTOMER EQUIPMENT. 2HPM has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that you elect to use in connection with the Products and/or Services (the “Customer Equipment”). CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF PRODUCTS. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER 2HPM NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY 2HPM, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS, WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $100 (U.S. Dollars). THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.
Article IX. INTENTIONAL DAMAGE CAUSED BY YOU. In the event that you cause willful and or negligent damage to supplied HNT miner equipment, 2HPM will charge you $500 for the device miner. In addition, if you have been supplied an upgraded antenna, and you cause intentional damage to the antenna, 2HPM will charge you $750.
Article X. AGREEMENT MODIFICATIONS. Modifications of Terms of this Agreement, Products and Service. 2HPM may, from time to time and without prior notice, modify the terms of this Agreement or, add, wholly discontinue, delete or change the features or functionality of the Products or Service.
Article XI. TERMINATION OF AGREEMENT. 2HPM or You may terminate this Agreement at any time subject to the terms hereof. All terms that by their nature would survive the termination of this Agreement shall survive such termination (including, for example and without limitation, all return obligations, limits of liabilities and indemnities, and other provisions).
Article XII. COMPENSATION AND WALLET CREATION. In exchange for your agreement to host a HNT miner device, 2HPM will compensate you monthly. In order to receive compensation from 2HPM, you must establish a secure wallet (“Your Wallet”) for your Helium Network Tokens (“HNT”). By the 10th of each month, beginning after the first full month of mining, 2HPM will deposit into Your Wallet an amount equal to twenty percent (20%) of HNT actually received by 2HPM as a direct result of the mining over the previous month done by your specific HNT miner device that you host. Earnings will increase according to the stable length of mining time with 2HPM. For example, earnings will be 20% for the first three years of consistent monthly mining with 2HPM, then increase to 30% for consistent monthly mining during years four and five, then 40% for consistent mining for year 6 and 50% for consistent mining in year seven and thereafter. You acknowledge and agree that you only earn HNT when the Product is powered on, connected to the Internet, and mining HNT. Likewise, moving or obstructing the Products and/or Services may make it more difficult for third-party devices to connect to the Products which can reduce earnings. 2HPM does not guarantee that any Products and/or Services will earn HNT. Furthermore, HNT may have no value, and 2HPM makes no promises or warranties as to the value of HNT.
A special reward system is in place for select 501(c)(3) organizations whose mission is congruent with 2HPM’s mission. These organizations are offered reward payouts of 30% for hosting during the first three years, 40% for hosting during year four, and 50% for hosting during year five, and thereafter.
Note, for philosophical reasons, houses of worship are excluded from participating as a host. The rationale for this stance can be found by interpreting John 2:13-17.
From the perspective of 2HPM, the Lord does not need cryptocurrency to spread His message. If the house of worship is operating in accordance with His will, He will fund it.
Article XIII. TAXES; INDEPENDENT CONTRACTOR. You acknowledge and agree that the receipt of HNT into Your Wallet may constitute a taxable event and that the HNTs deposited into Your Wallet do not include any reduction for taxes. You acknowledge and agree that you are solely responsible and liable for the withholding and payment of all applicable federal, state and local taxes. You agree to and will file in a timely manner all returns and reports in relation to your relationship with 2HPM as may be required by applicable law. You agree to defend, indemnify and hold 2HPM harmless from and against all damages resulting from any alleged failure by you to withhold or pay any applicable federal, state or local taxes. You acknowledge and agree that you are an independent contractor with respect to 2HPM, and that this Agreement does not form a partnership, joint venture or employment relationship between you and 2HPM. You acknowledge and agree that you are not and will not be considered employees of 2HPM for any purpose.
Article XIV. CANCELLATIONS AND RETURNS. If you host a LoRaWAN mining device that is unrelated to providing 5G service, you may decide at any time to stop using the Products and Service by notifying 2HPM at support@2HPM.io or other or alternative email address or method as provided by 2HPM from time to time. Upon receipt of your notice, we will provide you instructions on discontinuing your use of the Product and Service and your cancellation or decision to stop using the Products will be deemed a termination of this Agreement under the terms hereof. If you decide to cancel service with 2HPM, you have thirty (30) days to return the LoRaWAN mining unit free of charges and free of shipping fees. 2HPM will provide a return shipping label upon cancellation without cost to you. However, if you fail to return the LoRaWAN mining unit within thirty (30) days, you may, in 2HPMs sole discretion, be charged $500 by 2HPM.
Cancellations and returns for 5G hosts are handled differently due to extensive equipment expenditures, installation costs, and monthly fees that are unknown to the host. Therefore, if you are a 5G host, you may cancel at any time after two years from initial installation, by providing a 3 month notice of cancellation. Notice of cancellation may be made by notifying 2HPM at support@2HPM.io or other or alternative email address or method as provided by 2HPM from time to time. Upon receipt of your notice, 2HPM will schedule the removal of the installed 5G equipment at no cost to you provided that you provide reasonable and timely access. If reasonable and timely access for 5G equipment removal is not provided, or you willfully damage the equipment, you agree to pay a charge of 110% of the current retail price of said equipment, plus legal costs if applicable.
If cancelation for a 5G host is desired less than two years from initial installation, the Host agrees to pay a cost of 25% equipment restocking fee, plus the entire cost of installation, the entire costs of removal, plus any attorneys fees if applicable. Since each location is different with varying amounts of equipment, this amount varies and the total amount will be shared with the host if a cancelation is being considered.
Article XV. CANCELATION FOR CONVENIENCE. 2HPM, may in its sole discretion, decide to cancel providing this service to you due to failure to place the mining unit in a location deemed appropriate by 2HPM, or for the convenience of 2HPM with or without cause. In this scenario, you will be notified by email, mail, or phone that the service is being terminated. Upon termination of the agreement, you agree to return the LoRaWAN unit in working order to 2HPM within thirty (30) days, free of charge and free of shipping fees. 2HPM will provide a return shipping label upon cancellation without cost to you. However, if you do not return the LoRaWAN unit within 30 days, you may, in 2HPM’s sole discretion, be charged $500 by 2HPM. If you are a 5G host and 2HPM has cancelled for convenience with or without cause, you may be charged 100% of the equipment cost, which far exceeds $500, if you fail to allow 2HPM to retrieve the installed equipment within thirty (30) days.
Article XVI. ACCOUNT REGISTRATION. In order to sign up to use the Products and Service, you must provide certain personal information about you to set up an account, solely for 2HPM to comply with its tax obligations relating to your status as an independent contractor, the public key to Your Wallet to send you HNT, or your account information to receive cryptocurrency deposits. During the registration process, you may be redirected to a secure partner(s) where you will enter the required tax and banking related information if US tax laws require it. You must provide complete and accurate registration and account information when you perform this registration. You must promptly notify us of any updates to this information.
Article XVII. ACCOUNT ACCESS. After the completion of the registration process, 2HPM will provide you the opportunity to create a password-protected online account through which you can manage your account. You are responsible for maintaining the confidentiality of your user login, password and user codes, and you are responsible for all uses of your login, password and user codes, and any related changes, whether or not authorized by you. It is strongly recommended that you change your password at regular intervals. We recommend that this interval be at least once per quarter, or as frequently as you deem appropriate. You are also responsible for keeping all contact information current and accurate. 2HPM does not take any responsibility or liability for any use or misuse of the login IDs, passwords or user codes.
Article XVIII. DISCLAIMERS OF WARRANTIES; LIMITED SUPPORT SERVICES. YOUR USE OF THE PRODUCTS AND SERVICE IS AT YOUR SOLE RISK. THE PRODUCTS AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY 2HPM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 2HPM IS NOT LIABLE FOR ANY HARM CAUSED BY OPERATING EQUIPMENT MANUFACTURED BY A SUPPLIER. FURTHERMORE, 2HPM IS NOT LIABLE FOR ANY HARM CAUSED BY INSTALLING EQUIPMENT, ANTENNAS, OR WIRING. 2HPM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICE. 2HPM DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE PRODUCTS AND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE PRODUCTS AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE PRODUCTS AND SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 2HPM’S PRODUCTS AND SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THE OPEN SOURCE ENVIRONMENT AND THIRD PARTIES INCLUDING PRODUCTS SUPPLIED BY 2HPM. 2HPM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Article XIX. LIMITED SUPPORT SERVICES. Please contact our service department in the manner prescribed by 2HPM. If the problem with the Product and/or Service cannot be resolved remotely, we will send you instructions on how to obtain a replacement Product and return the non-working Product to us. You are obligated to return the non-working Product to us within thirty (30) days of receiving a return shipment label. If you fail to do so, we may charge you our prevailing price for the Product.
Article XX. NO INDIRECT DAMAGES. UNDER, NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, DIRECTORS, VENDORS, CONTRACTORS, EMPLOYEES OR AFFILIATES BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR INDIRECT, INCIDENTAL CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, COST OF SECURITY AND DATA BREACHES OR OTHER DAMAGES OF ANY TYPE OF KIND, INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, PROPERTY DAMAGE, USE OR OTHER ECONOMIC ADVANTAGE (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR HEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.
Article XXI. LIMITATION OF LIABILITY. IN NO EVENT SHALL 2HPM’S AGGREGATE LIABILITY EXCEED FIFTY US DOLLARS ($50.00) FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
Article XXII. INDEMIFICATION. You shall indemnify and hold harmless 2HPM , and its officers, directors, vendors, contractors, employees, or affiliates from and against any claims, causes of action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’ fees), liabilities, and settlements to the extent they arise out of or in connection with or resulting from your actions or inactions, or the use of the Product or Services.
Article XXIII. SECURITY. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR DATA AND YOUR USE OF THE PRODUCTS AND SERVICES. Notwithstanding the foregoing, 2HPM will use commercially reasonable efforts to maintain industry standard safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of the Products. SECURITY THIRD PARTY PROVIDER PRODUCTS OR SERVICES ARE BETWEEN YOU AND THOSE THIRD PARTIES AND NOT 2HPM. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD PARTY PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT BE A HOST.
Article XXIV. PRIVACY. Your privacy is important to us. We agree to use your personal information in accordance with our Privacy Policy, and you consent and acknowledge that your personal information may be used in accordance with our Privacy Policy. We reserve the right to modify our Privacy Policy from time to time, effective upon posting the revised version on our website. We encourage you to periodically check the Site for updates. If you disagree with anything in our Privacy Policy, you should discontinue using our Product or Services. THE PRIVACY POLICIES OF THIRD PARTY PROVIDERS GOVERN THE COLLECTION AND USE OF YOUR INFORMATION BY THOSE THIRD PARTIES AND ARE BETWEEN YOU AND THE THIRD PARTIES. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD PARTY PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT BE A HOST.
Article XXV. PROMOTIONAL THIRD PARTY PRODUCTS. 2HPM may send you promotional products from third parties. If you choose to accept or use such products, your use of those products and any and all issues relating thereto are between you and the third party and not 2HPM.
Article XXVI. SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. You and 2HPM intend that all restrictions on use, disclaimers of warranties, limitations of responsibility and liability, exclusions of damages or other remedies, and indemnification rights of 2HPM in this Agreement shall be upheld and applied to the maximum extent permitted by law.
Article XXVII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and 2HPM. By entering into this Agreement, you affirm that you are not relying on our advice, advertisements, or any other representation, promise, condition, inducement, or warranty, express or implied, from any person that is not expressly and specifically set forth in writing in this Agreement. In the event of a conflict between this Agreement and any other communication, request, agreement or order, the terms of this Agreement shall prevail.
Article XXVIII. ASSIGNMENT. We reserve the right to assign this Agreement or to subcontract any of our obligations hereunder without notifying you and without obtaining your consent. You may not transfer this Agreement to anyone else unless we approve the transfer in writing.
Article XXIX. GOVERNING LAW AND VENUE. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Georgia, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any dispute between the parties regarding this Agreement shall be determined by binding arbitration in accordance with applicable state laws of Georgia.
Article XXX. NOTICES. If you or we wish to give the other party written notices under this Agreement, the notice must be (a) in writing, (b) if to you, sent to your email address on file with us (or posted in your account if no email address is on file), (c) if to us, sent to our email address at support@2HPM.io. Notices will be effective upon delivery.
Article XXXI. FORCE MAJEURE AND THIRD PARTIES. To the extent that either party's performance is prevented or delayed, either totally or in part, for reasons beyond that party's reasonable control, then that party will not be liable for not performing, so long as it resumes performance as soon as practicable after the reason delaying performance no longer exists. The ability of 2HPM to continue to maintain and support the Products or Services depend on third parties and 2HPM is not liable in any way for the failure of those third parties to continue to perform or provide any products, services, or maintenance related thereto.
Article XXXII. BUY IN OPTION. 2HPM allows hosts the option of buying in to receive 50% of net rewards generated after 1 year. This 50% buy in cost is equal to 50% of the expenses related to equipment, installation, and monthly expenses associated with running the equipment. Since each location is different, with differing amounts of equipment costs, installation costs, and monthly expenses, simply reach out to 2HPM and we will share the amount of gross expenses incurred. Your buy in cost is simply half of this amount.
Article II. AGREEMENT EXECUTION. WHEN YOU CLICK "I AGREE", CHECK A BOX OR OTHERWISE PROVIDE CONSENT DURING THE ORDERING PROCESS, YOU AND WE ARE AGREEING TO BE BOUND BY THIS AGREEMENT TO THE SAME EXTENT AS IF YOU AND WE HAD MANUALLY EXECUTED A PAPER COPY OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT PROCEED WITH THE REGISTRATION PROCESS OR PURCHASE PRODUCTS OR SERVICES.
Article III. PROVISION OF SERVICES. During the term of this Agreement, we will provide the Services in accordance with this Agreement. In order for you to use the Services, you are required to provide certain hardware, such as the applicable Products, a mobile phone, personal computer, software, an Internet browser, and access to the Internet. During the Term, 2HPM grants you a personal, worldwide, non-exclusive, revocable and terminable (as set forth in Section 3), nontransferable, non- assignable license (without the right to sublicense) to access and use the Products and Service, solely in the form made available by 2HPM to you from time to time. 2HPM will provide you with unique login credentials for each authorized user, which may only be used by a single authorized user. You are responsible for all use of the Products and Services by any person using the login credentials. 2HPM may deactivate any login credentials for any suspected unauthorized use or any misuse of any Product or Service. Your use of the Products, including without limitation the Service, is subject to 2HPM's then current Privacy Policy and may be modified from time to time, as well as to this Agreement.
Article IV. USE RESTRICTIONS. You will not, directly or indirectly, (a) sell, lend, rent, distribute, resell, lease, assign, license, sublicense or otherwise transfer to any third party any Product and/or Service, or the rights granted to you with respect to any Product and/or Service, (b) translate, port, modify, reproduce, distribute, republish, frame, download, cache, or make or create derivative works based on any Product and/or Service, (c) access or use the Products and/or Services in a way that implicates illegal or illicit activities or any other purpose other than to be a host, (d) derive or attempt to derive the source code, source files, or any component or structure of all or any portion of any Product and/or Service by reverse engineering, disassembly, decompilation, or any other means (the foregoing prohibitions include review of data structures or similar materials produced by programs), or access or use any Service in order to build or support or assist a third party in building or supporting, products or services competitive to 2HPM or its products and services, (e) remove, obscure or alter any proprietary notice on Products, (g) use the Service to collect, process or store financial or personal information, (h) use or permit the access to or use of any Product, including the Service, for any unlawful activity, including exporting in violation of applicable law, or (i) access or use the Products, Service or any other deliverable for any use other than the those authorized in this Agreement. You acknowledge and agree that, except as set forth in this Agreement, 2HPM does not provide support for the Products and/or Services. Without limiting our other remedies, we may (but are not required to) remotely suspend or disable Products and/or Services without advanced notice, that we believe have been transferred or are being used in violation of this Agreement or for any other reason.
Article V. EQUIPMENT INSTALLATION. You are responsible for installing and activating the Product in accordance with the instructions we provide. It is your responsibility to obtain and keep in effect all consents, authorizations, permits or licenses that may be required for the installation and operation of the Products and/or Services on the premises, and you hereby represent and warrant that you have and will at all times continue to have the rights to use the Products and/or Services at the applicable location.
Article VI. EQUIPMENT OWNERSHIP. As between you and 2HPM, all content, hardware, software or data made available to you through access or use of the Products or Service or otherwise provided by 2HPM ("2HPM Content"), is and will remain the exclusive property of 2HPM and its licensors. You may only use the 2HPM Content for your own internal use in connection with a Product or Service.
Article VII. ELECTRICAL AND INTERNET REQUIREMENTS. In order to use the Products and/or Services, the HNT miner device must be plugged into an object that provides electrical power and Internet provided by independent and third-party companies. The electric power and/or Internet may have outages from time to time, and during any such outage the Products and/or Service will be unable to operate, and 2HPM is not obligated to provide Services during any such outages and neither 2HPM nor any of its affiliates, suppliers or agents shall have any liability whatsoever for any such failure.
Article VIII. RESPONSIBILITY FOR CUSTOMER EQUIPMENT. 2HPM has no responsibility for the operation or support, maintenance or repair of any equipment, software or services that you elect to use in connection with the Products and/or Services (the “Customer Equipment”). CUSTOMER EQUIPMENT MAY BE DAMAGED OR SUFFER SERVICE OUTAGES AS A RESULT OF THE INSTALLATION, USE, INSPECTION, MAINTENANCE, REPAIR, AND REMOVAL OF PRODUCTS. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER 2HPM NOR ANY OF ITS AFFILIATES, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, LOSS, OR DESTRUCTION TO THE CUSTOMER EQUIPMENT. IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY 2HPM, SUPPLIERS, EMPLOYEES, AGENTS OR CONTRACTORS, WE SHALL PAY AT OUR SOLE DISCRETION FOR THE REPAIR OR REPLACEMENT OF THE DAMAGED CUSTOMER EQUIPMENT UP TO A MAXIMUM OF $100 (U.S. Dollars). THIS SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO SUCH ACTIVITY.
Article IX. INTENTIONAL DAMAGE CAUSED BY YOU. In the event that you cause willful and or negligent damage to supplied HNT miner equipment, 2HPM will charge you $500 for the device miner. In addition, if you have been supplied an upgraded antenna, and you cause intentional damage to the antenna, 2HPM will charge you $750.
Article X. AGREEMENT MODIFICATIONS. Modifications of Terms of this Agreement, Products and Service. 2HPM may, from time to time and without prior notice, modify the terms of this Agreement or, add, wholly discontinue, delete or change the features or functionality of the Products or Service.
Article XI. TERMINATION OF AGREEMENT. 2HPM or You may terminate this Agreement at any time subject to the terms hereof. All terms that by their nature would survive the termination of this Agreement shall survive such termination (including, for example and without limitation, all return obligations, limits of liabilities and indemnities, and other provisions).
Article XII. COMPENSATION AND WALLET CREATION. In exchange for your agreement to host a HNT miner device, 2HPM will compensate you monthly. In order to receive compensation from 2HPM, you must establish a secure wallet (“Your Wallet”) for your Helium Network Tokens (“HNT”). By the 10th of each month, beginning after the first full month of mining, 2HPM will deposit into Your Wallet an amount equal to twenty percent (20%) of HNT actually received by 2HPM as a direct result of the mining over the previous month done by your specific HNT miner device that you host. Earnings will increase according to the stable length of mining time with 2HPM. For example, earnings will be 20% for the first three years of consistent monthly mining with 2HPM, then increase to 30% for consistent monthly mining during years four and five, then 40% for consistent mining for year 6 and 50% for consistent mining in year seven and thereafter. You acknowledge and agree that you only earn HNT when the Product is powered on, connected to the Internet, and mining HNT. Likewise, moving or obstructing the Products and/or Services may make it more difficult for third-party devices to connect to the Products which can reduce earnings. 2HPM does not guarantee that any Products and/or Services will earn HNT. Furthermore, HNT may have no value, and 2HPM makes no promises or warranties as to the value of HNT.
A special reward system is in place for select 501(c)(3) organizations whose mission is congruent with 2HPM’s mission. These organizations are offered reward payouts of 30% for hosting during the first three years, 40% for hosting during year four, and 50% for hosting during year five, and thereafter.
Note, for philosophical reasons, houses of worship are excluded from participating as a host. The rationale for this stance can be found by interpreting John 2:13-17.
From the perspective of 2HPM, the Lord does not need cryptocurrency to spread His message. If the house of worship is operating in accordance with His will, He will fund it.
Article XIII. TAXES; INDEPENDENT CONTRACTOR. You acknowledge and agree that the receipt of HNT into Your Wallet may constitute a taxable event and that the HNTs deposited into Your Wallet do not include any reduction for taxes. You acknowledge and agree that you are solely responsible and liable for the withholding and payment of all applicable federal, state and local taxes. You agree to and will file in a timely manner all returns and reports in relation to your relationship with 2HPM as may be required by applicable law. You agree to defend, indemnify and hold 2HPM harmless from and against all damages resulting from any alleged failure by you to withhold or pay any applicable federal, state or local taxes. You acknowledge and agree that you are an independent contractor with respect to 2HPM, and that this Agreement does not form a partnership, joint venture or employment relationship between you and 2HPM. You acknowledge and agree that you are not and will not be considered employees of 2HPM for any purpose.
Article XIV. CANCELLATIONS AND RETURNS. If you host a LoRaWAN mining device that is unrelated to providing 5G service, you may decide at any time to stop using the Products and Service by notifying 2HPM at support@2HPM.io or other or alternative email address or method as provided by 2HPM from time to time. Upon receipt of your notice, we will provide you instructions on discontinuing your use of the Product and Service and your cancellation or decision to stop using the Products will be deemed a termination of this Agreement under the terms hereof. If you decide to cancel service with 2HPM, you have thirty (30) days to return the LoRaWAN mining unit free of charges and free of shipping fees. 2HPM will provide a return shipping label upon cancellation without cost to you. However, if you fail to return the LoRaWAN mining unit within thirty (30) days, you may, in 2HPMs sole discretion, be charged $500 by 2HPM.
Cancellations and returns for 5G hosts are handled differently due to extensive equipment expenditures, installation costs, and monthly fees that are unknown to the host. Therefore, if you are a 5G host, you may cancel at any time after two years from initial installation, by providing a 3 month notice of cancellation. Notice of cancellation may be made by notifying 2HPM at support@2HPM.io or other or alternative email address or method as provided by 2HPM from time to time. Upon receipt of your notice, 2HPM will schedule the removal of the installed 5G equipment at no cost to you provided that you provide reasonable and timely access. If reasonable and timely access for 5G equipment removal is not provided, or you willfully damage the equipment, you agree to pay a charge of 110% of the current retail price of said equipment, plus legal costs if applicable.
If cancelation for a 5G host is desired less than two years from initial installation, the Host agrees to pay a cost of 25% equipment restocking fee, plus the entire cost of installation, the entire costs of removal, plus any attorneys fees if applicable. Since each location is different with varying amounts of equipment, this amount varies and the total amount will be shared with the host if a cancelation is being considered.
Article XV. CANCELATION FOR CONVENIENCE. 2HPM, may in its sole discretion, decide to cancel providing this service to you due to failure to place the mining unit in a location deemed appropriate by 2HPM, or for the convenience of 2HPM with or without cause. In this scenario, you will be notified by email, mail, or phone that the service is being terminated. Upon termination of the agreement, you agree to return the LoRaWAN unit in working order to 2HPM within thirty (30) days, free of charge and free of shipping fees. 2HPM will provide a return shipping label upon cancellation without cost to you. However, if you do not return the LoRaWAN unit within 30 days, you may, in 2HPM’s sole discretion, be charged $500 by 2HPM. If you are a 5G host and 2HPM has cancelled for convenience with or without cause, you may be charged 100% of the equipment cost, which far exceeds $500, if you fail to allow 2HPM to retrieve the installed equipment within thirty (30) days.
Article XVI. ACCOUNT REGISTRATION. In order to sign up to use the Products and Service, you must provide certain personal information about you to set up an account, solely for 2HPM to comply with its tax obligations relating to your status as an independent contractor, the public key to Your Wallet to send you HNT, or your account information to receive cryptocurrency deposits. During the registration process, you may be redirected to a secure partner(s) where you will enter the required tax and banking related information if US tax laws require it. You must provide complete and accurate registration and account information when you perform this registration. You must promptly notify us of any updates to this information.
Article XVII. ACCOUNT ACCESS. After the completion of the registration process, 2HPM will provide you the opportunity to create a password-protected online account through which you can manage your account. You are responsible for maintaining the confidentiality of your user login, password and user codes, and you are responsible for all uses of your login, password and user codes, and any related changes, whether or not authorized by you. It is strongly recommended that you change your password at regular intervals. We recommend that this interval be at least once per quarter, or as frequently as you deem appropriate. You are also responsible for keeping all contact information current and accurate. 2HPM does not take any responsibility or liability for any use or misuse of the login IDs, passwords or user codes.
Article XVIII. DISCLAIMERS OF WARRANTIES; LIMITED SUPPORT SERVICES. YOUR USE OF THE PRODUCTS AND SERVICE IS AT YOUR SOLE RISK. THE PRODUCTS AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY 2HPM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 2HPM IS NOT LIABLE FOR ANY HARM CAUSED BY OPERATING EQUIPMENT MANUFACTURED BY A SUPPLIER. FURTHERMORE, 2HPM IS NOT LIABLE FOR ANY HARM CAUSED BY INSTALLING EQUIPMENT, ANTENNAS, OR WIRING. 2HPM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PRODUCTS AND SERVICE. 2HPM DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE PRODUCTS AND SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE PRODUCTS AND SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE PRODUCTS AND SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 2HPM’S PRODUCTS AND SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THE OPEN SOURCE ENVIRONMENT AND THIRD PARTIES INCLUDING PRODUCTS SUPPLIED BY 2HPM. 2HPM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
Article XIX. LIMITED SUPPORT SERVICES. Please contact our service department in the manner prescribed by 2HPM. If the problem with the Product and/or Service cannot be resolved remotely, we will send you instructions on how to obtain a replacement Product and return the non-working Product to us. You are obligated to return the non-working Product to us within thirty (30) days of receiving a return shipment label. If you fail to do so, we may charge you our prevailing price for the Product.
Article XX. NO INDIRECT DAMAGES. UNDER, NO CIRCUMSTANCES SHALL WE OR OUR OFFICERS, DIRECTORS, VENDORS, CONTRACTORS, EMPLOYEES OR AFFILIATES BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR INDIRECT, INCIDENTAL CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY DAMAGES, COST OF SECURITY AND DATA BREACHES OR OTHER DAMAGES OF ANY TYPE OF KIND, INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, PROPERTY DAMAGE, USE OR OTHER ECONOMIC ADVANTAGE (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM ANY ASPECT OF THE RELATIONSHIP PROVIDED FOR HEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS DEEMED UNCONSCIONABLE.
Article XXI. LIMITATION OF LIABILITY. IN NO EVENT SHALL 2HPM’S AGGREGATE LIABILITY EXCEED FIFTY US DOLLARS ($50.00) FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
Article XXII. INDEMIFICATION. You shall indemnify and hold harmless 2HPM , and its officers, directors, vendors, contractors, employees, or affiliates from and against any claims, causes of action, proceedings, losses, damages, costs, expenses (including, without limitation, attorneys’ fees), liabilities, and settlements to the extent they arise out of or in connection with or resulting from your actions or inactions, or the use of the Product or Services.
Article XXIII. SECURITY. YOU ARE SOLELY RESPONSIBLE FOR APPLYING APPROPRIATE SECURITY MEASURES TO YOUR DATA AND YOUR USE OF THE PRODUCTS AND SERVICES. Notwithstanding the foregoing, 2HPM will use commercially reasonable efforts to maintain industry standard safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of the Products. SECURITY THIRD PARTY PROVIDER PRODUCTS OR SERVICES ARE BETWEEN YOU AND THOSE THIRD PARTIES AND NOT 2HPM. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD PARTY PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT BE A HOST.
Article XXIV. PRIVACY. Your privacy is important to us. We agree to use your personal information in accordance with our Privacy Policy, and you consent and acknowledge that your personal information may be used in accordance with our Privacy Policy. We reserve the right to modify our Privacy Policy from time to time, effective upon posting the revised version on our website. We encourage you to periodically check the Site for updates. If you disagree with anything in our Privacy Policy, you should discontinue using our Product or Services. THE PRIVACY POLICIES OF THIRD PARTY PROVIDERS GOVERN THE COLLECTION AND USE OF YOUR INFORMATION BY THOSE THIRD PARTIES AND ARE BETWEEN YOU AND THE THIRD PARTIES. IF YOU ARE NOT COMFORTABLE WITH ANY THIRD PARTY PROVIDER OR DISAGREE WITH THEIR USE, WE RESPECT THAT AND YOU SHOULD NOT BE A HOST.
Article XXV. PROMOTIONAL THIRD PARTY PRODUCTS. 2HPM may send you promotional products from third parties. If you choose to accept or use such products, your use of those products and any and all issues relating thereto are between you and the third party and not 2HPM.
Article XXVI. SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. You and 2HPM intend that all restrictions on use, disclaimers of warranties, limitations of responsibility and liability, exclusions of damages or other remedies, and indemnification rights of 2HPM in this Agreement shall be upheld and applied to the maximum extent permitted by law.
Article XXVII. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and 2HPM. By entering into this Agreement, you affirm that you are not relying on our advice, advertisements, or any other representation, promise, condition, inducement, or warranty, express or implied, from any person that is not expressly and specifically set forth in writing in this Agreement. In the event of a conflict between this Agreement and any other communication, request, agreement or order, the terms of this Agreement shall prevail.
Article XXVIII. ASSIGNMENT. We reserve the right to assign this Agreement or to subcontract any of our obligations hereunder without notifying you and without obtaining your consent. You may not transfer this Agreement to anyone else unless we approve the transfer in writing.
Article XXIX. GOVERNING LAW AND VENUE. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Georgia, as if performed wholly within the state and without giving effect to the principles of conflicts of laws. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. Any dispute between the parties regarding this Agreement shall be determined by binding arbitration in accordance with applicable state laws of Georgia.
Article XXX. NOTICES. If you or we wish to give the other party written notices under this Agreement, the notice must be (a) in writing, (b) if to you, sent to your email address on file with us (or posted in your account if no email address is on file), (c) if to us, sent to our email address at support@2HPM.io. Notices will be effective upon delivery.
Article XXXI. FORCE MAJEURE AND THIRD PARTIES. To the extent that either party's performance is prevented or delayed, either totally or in part, for reasons beyond that party's reasonable control, then that party will not be liable for not performing, so long as it resumes performance as soon as practicable after the reason delaying performance no longer exists. The ability of 2HPM to continue to maintain and support the Products or Services depend on third parties and 2HPM is not liable in any way for the failure of those third parties to continue to perform or provide any products, services, or maintenance related thereto.
Article XXXII. BUY IN OPTION. 2HPM allows hosts the option of buying in to receive 50% of net rewards generated after 1 year. This 50% buy in cost is equal to 50% of the expenses related to equipment, installation, and monthly expenses associated with running the equipment. Since each location is different, with differing amounts of equipment costs, installation costs, and monthly expenses, simply reach out to 2HPM and we will share the amount of gross expenses incurred. Your buy in cost is simply half of this amount.
