Terms of Service

Version 2026-10-09 · effective October 9, 2026

These Terms of Service ("Terms") are an agreement between Toops Industrial Controls LLC, a Georgia limited liability company ("Toops", "we", "us"), and the organization that uses Basin ("Customer", "you"). By accepting these Terms, starting a trial, or using Basin, you agree to them. The person accepting them confirms they are authorized to bind the Customer.

1. Definitions

• Basin or the Service: the Basin software that runs on a controller at your site (the "Controller Software"), the Basin Cloud portal, alerts, reports and related support.
• Controller: the computer at your site that runs the Controller Software. You own the controller hardware.
• Commissioning record: the record, agreed by both parties for each site, of which drives Basin may control and within which limits.
• Order: a quote you accept in Basin Cloud at checkout, or a written order or trial agreement both parties sign.
• Site Data: operating data Basin collects from your site.

2. The Service

Basin sets the speed of the cooling fans you approve, through their variable-frequency drives, to reduce the electricity those fans use while keeping your miners within the protection limits in the commissioning record. Basin does not start stopped fans, except a restart after a communication loss where the commissioning record allows it, and does not control miners, power distribution or any equipment not listed in the commissioning record. Basin Cloud provides remote access, alerts, reports and billing.

3. Trials

We may provide a free trial on part of your site for an agreed period. A trial is provided "as is" for evaluation, and these Terms apply to it. When a trial ends without a paid subscription, Basin stops controlling your fans, we remove the Controller Software and our access, and we help restore your previous fan control as described in our handback procedure. We keep your site's last configuration backup so the site can be restored if you return, unless you ask us to delete it.

4. Commissioning and scope of control

Before Basin controls any drive, the parties agree the commissioning record for that site, including the drives Basin may command, their minimum and maximum speeds, protection limits, and what each drive does if it loses communication with the controller. Basin acts only within that record. Changes to the record take effect when both parties agree them.

5. Your responsibilities

You remain responsible for your site, its equipment and its safety. In particular you will:

• keep your miners' own thermal protection and shutdown enabled;
• keep, and know how to use, a manual way to run your fans without Basin (for example, drive keypad control), and use it when needed;
• set each controlled drive to a safe behavior on communication loss, as recorded in the commissioning record;
• have all electrical, mechanical and drive work done by your qualified personnel under your safety procedures, including lockout/tagout;
• tell us before you add, remove, rewire or reconfigure equipment Basin controls or relies on;
• keep the controller powered and connected to your network and the internet as agreed, and keep the network it sits on under your control;
• give us accurate information, and make sure you have the right to let us connect to the equipment and data at your site.

Basin is an optimization system. It is not a safety system and does not replace your site's protective devices, alarms, monitoring or procedures.

6. Remote access, monitoring and updates

You authorize us to connect to the controller over an encrypted private network to provide support, monitor the Service, take backups, and install updates. Updates are installed remotely; the controller keeps a snapshot before each update so it can roll back. We aim to tell you in advance about updates that change how Basin controls your fans.

7. Fees, billing and taxes

• Fees. Fees are set in your Order. Unless the Order says otherwise, the subscription is billed monthly in arrears on the average number of actively hashing miners at each contracted site, with a minimum monthly fee for each physical site. Commissioning and other work are charged as quoted.
• Commitment and cancellation. A subscription has the initial commitment stated in the Order and then renews monthly. You may schedule cancellation in Basin Cloud; it takes effect at the later of the end of the current billing period and the end of the commitment. Fees for the commitment remain payable.
• Payment. You authorize us and our payment processor, Stripe, to charge the payment method you provide for amounts due. Invoices are due when issued unless the invoice says otherwise.
• Late payment. If a payment fails and is not resolved within a short grace period, we may suspend Cloud features and the subscription may lapse as described in section 12. Past-due amounts remain payable.
• Taxes. Fees exclude taxes. You pay any sales, use or similar taxes that apply, other than taxes on our income.
• Price changes. We will give at least 30 days' notice of fee changes for renewal periods; fees in an accepted Order do not change during its commitment.

8. Savings estimates

Basin reports measured estimates of energy and cost savings, with their uncertainty. Savings depend on weather, equipment, miner load, power prices and other factors outside our control. We do not guarantee any level of savings, and fees are not contingent on savings unless an Order expressly says so.

9. Data

• Your data. As between the parties, you own Site Data and the configuration of your site. You grant us a license to collect, store, process and display Site Data to provide, secure, support and improve the Service.
• Aggregated data. We may create de-identified, aggregated data from Site Data and use it to improve Basin, including its models. Aggregated data does not identify you or your sites.
• Security. We use reasonable administrative, technical and physical measures to protect Site Data.
• Personal information is handled as described in our Privacy Policy.

10. Software license and restrictions

During the term, we grant you a non-exclusive, non-transferable license to use the Controller Software on your controllers at the sites in your Orders, and to use Basin Cloud, for your internal operations. You may not copy, modify, distribute, sell, sublicense or rent the Controller Software; reverse-engineer it except where the law allows despite this restriction; remove notices; or use the Service to build a competing product. We and our licensors keep all rights not expressly granted, including in Basin, its models and its improvements. Third-party open-source components are licensed under their own licenses, listed on each controller; nothing in these Terms limits your rights under those licenses.

11. Confidentiality

Each party will use the other's non-public information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, already known to the recipient, independently developed, or received lawfully from someone else, or to disclosures the law requires (with notice where allowed).

12. Term, lapse and termination

• Term. These Terms apply while you use the Service and as long as any Order is in effect.
• Lapse. If a paid subscription ends or lapses, Basin keeps running your fans on the speeds it learned ("Fixed map"), with its protection limits, but stops learning, and Cloud features end. At your request we will instead remove the Controller Software and help restore your previous fan control.
• Termination. Either party may terminate an Order if the other materially breaches these Terms and does not cure the breach within 30 days of written notice. We may suspend the Service immediately if needed to prevent harm to people, equipment or the Service, or if you use it unlawfully.
• Effect. On termination, licenses end, amounts due remain payable, and sections 7 (for amounts owed), 8, 9, 10, 11, 13, 14, 15 and 17 continue to apply.

13. Warranty and disclaimer

We will provide the Service with reasonable skill and care and substantially as described in these Terms. If it does not, tell us and we will use reasonable efforts to fix it; if we cannot, you may terminate the affected Order and receive a refund of prepaid fees for the remaining period. That is your exclusive remedy for breach of this warranty.

EXCEPT AS STATED ABOVE, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL PREVENT EQUIPMENT FAILURE OR DOWNTIME, OR THAT ANY SAVINGS WILL BE ACHIEVED.

14. Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS:

• NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, MINING OR HASHING REWARDS, DIGITAL ASSETS, BUSINESS, GOODWILL OR DATA, OR FOR DAMAGE TO MINERS OR OTHER EQUIPMENT, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.
• EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE IS LIMITED TO THE FEES YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF YOU HAVE PAID NO FEES (FOR EXAMPLE, DURING A FREE TRIAL).
• THESE LIMITS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES, TO A PARTY'S INDEMNITY OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, SUCH AS FOR FRAUD OR WILLFUL MISCONDUCT.

These limits reflect how the parties have allocated risk, including your responsibilities in section 5, and apply even if a remedy fails of its essential purpose.

15. Indemnities

By us. We will defend you against any third-party claim that the Controller Software or Basin Cloud, as we provide it, infringes that party's US patent, copyright or trademark or misappropriates its trade secret, and pay the resulting damages and costs finally awarded or agreed in settlement. This does not cover claims arising from your modifications, combinations with things we did not provide, or use in breach of these Terms. If such a claim occurs, we may modify or replace the affected part, obtain a license, or terminate the affected Order and refund prepaid fees.

By you. You will defend us against any third-party claim arising from the operation of your site or equipment, your breach of section 5 or 10, or Site Data you had no right to provide, and pay the resulting damages and costs finally awarded or agreed in settlement.

The indemnified party must promptly notify the other, let it control the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and give reasonable help at the other's expense.

16. Changes to these Terms

We may update these Terms. We will post the new version here with its date and, for material changes, notify account owners by email at least 30 days before they take effect. Changes do not alter the fees or commitment in an accepted Order. If you do not agree to a change, you may stop using the Service before it takes effect; for an Order with a commitment, the previous Terms continue to apply to that Order until its commitment ends.

17. General

• Governing law and venue. These Terms are governed by the laws of the State of Georgia, USA, without regard to conflict-of-law rules. The state and federal courts located in Georgia have exclusive jurisdiction, and each party consents to them.
• Notices. We send notices to the email address of your account owner. Send notices to us at [email protected].
• Order of precedence. If a signed agreement or Order conflicts with these Terms, the signed agreement or Order controls for that matter.
• Entire agreement. These Terms, the Privacy Policy and your Orders are the entire agreement about the Service and replace prior discussions about it.
• Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all of its business or assets, with notice.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, such as power, internet or utility outages, natural disasters, or acts of government. This does not excuse payment obligations.
• Other terms. If a provision is unenforceable, it is limited to the minimum extent and the rest remains in effect. Failing to enforce a provision is not a waiver. The parties are independent contractors. There are no third-party beneficiaries.

Contact

Toops Industrial Controls LLC · [email protected]