Terms and Conditions

Effective: January 27, 2025

Welcome to CleanSpark (collectively, “CleanSpark,” “we,” “us,” “our”), located at  https://www.cleanspark.com/, including the documents and other material posted by CleanSpark hereon (collectively, the “Site”). The Site, any related apps that CleanSpark may provide, together with any reports, statements, documents and information regarding CleanSpark’s operations, that CleanSpark may offer from time to time via the Site, apps and social media sites, are subject to the terms and conditions stated herein (the “Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. BY USING THE SITE, YOU ARE AGREEING TO ARBITRATE DISPUTES AGAINST CLEANSPARK IN YOUR INDIVIDUAL CAPACITY, AND YOU ARE WAIVING YOUR RIGHT TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

CLEANSPARK MAY MAKE CHANGES OR IMPROVEMENTS TO THE SITE AND/OR TO THIS AGREEMENT AT ANY TIME. ANY MODIFICATIONS MADE WILL BE EFFECTIVE IMMEDIATELY UPON THE POSTING OF THE MODIFIED AGREEMENT ON THE SITE. BY CONTINUING TO USE THE SITE AFTER ANY CHANGES OR IMPROVEMENTS ARE MADE, YOU ARE ACCEPTING AND AGREEING TO THE CHANGES. YOU AGREE TO REVIEW THE POSTED AGREEMENT EACH TIME YOU ACCESS OR USE THE SITE SO THAT YOU ARE AWARE OF ANY MODIFICATIONS MADE TO THIS AGREEMENT.

NO OFFER OF SECURITIES

None of the information or materials contained on or accessible through this Site, including any information or materials accessible in any password protected areas, should be construed as providing any type of investment or other advice to you, nor should you consider such information or materials as a solicitation, recommendation, endorsement or offer to you to purchase or sell any securities or other instruments of CleanSpark. If you wish to obtain further details about any information contained on this Site, please contact CleanSpark at ir@cleanspark.com.

FORWARD-LOOKING STATEMENTS

The Site, including certain documents and other materials posted by CleanSpark on the Site, contain[s] forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but may not be limited to, financial forecasts and other statements regarding the Company's expectations, beliefs, plans, intentions, and strategies. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "forecasts," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other important factors that may cause CleanSpark’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed in or implied by the forward-looking statements, including, but not limited to, the risks, uncertainties and other factors contained on the Site and in CleanSpark’s filings with the Securities and Exchange Commission (SEC), including under the heading "Risk Factors" in those filings. Any forward-looking statement is made only as of the date thereof, and we assume no obligation to update or revise any forward-looking statements as a result of any new information, changed circumstances or future events or otherwise, except as required by applicable law. You are cautioned not to place undue reliance on any forward-looking statements.

PRIVACY

Our Privacy Notice informs you of our practices with respect to the collection and processing of your information. By using the Site, you agree to the Agreement and the Privacy Notice, the terms of which are incorporated herein by reference.

YOUR RIGHT TO USE THIS SITE

This Site is only for your personal use. You may not distribute, exchange, modify, sell, re-post or transmit anything you copy from this Site, including but not limited to any text, images, audio and video, for any business, commercial or public purpose. As long as you comply with the terms of these Terms and Conditions, CleanSpark grants you a non-exclusive, non-transferable, limited right to access and use this Site. CleanSpark may revoke such right at any time.

You agree not to interrupt or attempt to interrupt the operation of this Site in any way. This Site is operated by, or on behalf of, CleanSpark. To the extent that access, distribution and/or use of this Site would be deemed illegal by applicable law in any regulatory jurisdiction then such access, distribution and/or use by you is prohibited.

UNAUTHORIZED USE OF THE SITE

CleanSpark further reserves the right to investigate and take legal action against any illegal and/or unauthorized use of the Site, including, but not limited to: unauthorized access to the Site through a third-party application, robot, spider, automated device, or data mining or extraction tool or other unauthorized means; interference with the Site; any other action that imposes an unreasonable load on the Site; any link to any page of the Site other than the home page; any sharing of access to the Site with another individual or entity; or any unauthorized distribution of Site Content.  CleanSpark’s decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver or modification of this Agreement our CleanSpark’s legal rights and remedies, all of which are expressly reserved.  

INTELLECTUAL PROPERTY RIGHTS

The CleanSpark name and logo, and other marks displayed on or through the Site, are the proprietary service marks or trademarks of CleanSpark. The CleanSpark trademarks may not be used in connection with any product or service that is not without CleanSpark’s express prior written consent.

All content on the Site, including, but not limited to, works of authorship, documents, designs, text, graphics, photos, logos, button icons, images, software, programs, code, digital downloads, and data compilations; any improvements or modifications to such content; any derivative works of any of the foregoing; and the collection, arrangement, and assembly of all data and content on or accessed through the Site are the property of CleanSpark or its respective licensors, and are protected by all applicable intellectual property laws.

You may not use, reproduce, perform, display, publish, adapt, modify, broadcast, transmit, distribute, exhibit, disseminate, license or sell any of the trademarks, service marks, names, logos, content, data, data compilations/analyses, illustrations, graphics, images, photos, documents, works of authorship, or other information, or materials appearing or available on or through the Site, or any other proprietary interests of CleanSpark, in whole or in part, except as expressly permitted by this Agreement.  Nothing in this Agreement shall grant to you or to any other user any license or right in or to any copyright, trademark, trade secret, patent or other proprietary right of CleanSpark or any other person.

THIRD PARTY WEBSITES

If you reach the Site using a link or from another web site or search engine, or go to another site from the Site, information about your visit to the Site may be collected by the other website or search engine, and will be subject to the privacy policy of that site. You are encouraged to review the privacy policy of each of those sites or search engines.

CLEANSPARK ASSUMES NO RESPONSIBILITY FOR ANY INFORMATION OR OTHER CONTENT IN ANY THIRD-PARTY WEBSITE OR FOR THE ACCURACY OF ANY SUCH INFORMATION OR OTHER CONTENT, REGARDLESS OF ANY LINK TO SUCH WEBSITE IN THE SITE. IN NO EVENT WILL CLEANSPARK BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON ANY THIRD-PARTY SITE, OR ANY LINK CONTAINED IN A THIRD-PARTY SITE.

DISCLAIMER

VISITORS TO THE SITE AGREE THAT THEIR USE OF, AND RELIANCE ON ANY CONTENT, ADVICE OR INFORMATION OBTAINED FROM OR THROUGH, THE SITE ARE AT THEIR OWN SOLE RISK. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE.” CLEANSPARK EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (I) ANY WARRANTIES CONCERNING THE ACCURACY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OF THE SITE; AND (II) ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLEANSPARK DOES NOT REPRESENT, WARRANT OR GUARANTEE: (1) THAT THE SITE, OR E-MAILS SENT FROM OR ON BEHALF OF CLEANSPARK ARE OR WILL BE FREE OF INFECTION BY VIRUSES, SCRIPTS, WORMS, TROJAN HORSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (2) THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold CleanSpark harmless from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees, disbursements, and court costs, including any incurred in enforcement of this indemnity) arising from, incurred as a result of, in connection with, or in any manner related to (i) use of the Site; (ii) your violation or breach of this Agreement; and/or (iii) your violation of any third party’s rights.

LIMITATION OF LIABILITY

TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL CLEANSPARK OR OUR SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE TO ANY PARTY FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATED TO THE AVAILABILITY, USE, RELIANCE ON, OR INABILITY TO USE THE SITE OR ANY CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OF THE ABOVE CLAIMS OR FOR DISPUTES AGAINST US IS TO DISCONTINUE YOUR USE OF THE SITES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO EXCLUDE OR LIMIT YOUR LIABILITY IN RESPECT OF ANY INDEMNITY GIVEN BY YOU UNDER THIS AGREEMENT.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

ASSIGNABILITY

You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder. CleanSpark’s failure to act on any breach of any provision hereof shall not be construed as a modification or waiver of the enforcement of any provision unless CleanSpark agrees to such waiver in writing. If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances. 

SEVERABILITY

If any of the provisions, or portions thereof, of this Agreement is found to be invalid under any applicable statute or rule of law, the remainder of this Agreement shall remain in full force and effect and such provision or portion thereof shall be deemed omitted.

DISPUTE RESOLUTION AND ARBITRATION

With respect to any and all disputes arising out of or in connection with the Site, this Agreement, or the Privacy Notice, you and CleanSpark agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and CleanSpark do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association in Clark County, Nevada.

THE ARBITRATION OF DISPUTES PURSUANT TO THESE TERMS SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THIS AGREEMENT, WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES, AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY APPLICABLE LAWS.

The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that CleanSpark may seek any interim or preliminary relief from a court of competent jurisdiction in Clark County, Nevada, necessary to protect its rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute arising out of or in connection with the Site, this Agreement, or the Privacy Notice, must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.

GOVERNING LAW

You agree that the laws of the State of Nevada, United States, excluding its conflict of laws rules, and this Agreement, our Privacy Notice and any other policies posted on the Site or made available through the use of the Site shall govern your use of the Site. You expressly agree that exclusive jurisdiction for any claim or dispute with us or relating in any way to your use of the Site resides in Clark County, Nevada, and you further agree and expressly consent to the exercise of personal jurisdiction in Clark County, Nevada, in connection with any such dispute and including any claim involving CleanSpark, its employees, agents, contractors, officers, directors, and suppliers.

This Agreement is the entire agreement between you and CleanSpark with respect to the Site, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and CleanSpark with respect to those matters. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement.

MISCELLANEOUS

CleanSpark expressly reserves the right to monitor any and all use of the Site. CleanSpark also reserves the right to investigate and take legal action against any against any illegal and/or unauthorized use of the Site. CleanSpark’s decision not to pursue legal action for any violation of this Agreement shall not be construed as a waiver of any provision of this Agreement or any of CleanSpark’s legal rights.

This Agreement, together with the Privacy Notice, constitutes the entire agreement between you and CleanSpark with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and representations, whether written, oral, or otherwise.

CONTACT INFORMATION

If you have any questions about this Agreement or the Site Content, please contact CleanSpark at ir@cleanspark.com, or by letter addressed to:

CleanSpark

Attn: Investor Relations

10624 South Eastern Ave., Suite A-638, Henderson, NV  89052