Terms of Service

These Terms of Service (these "Terms") are a binding agreement between Holocron Forge LLC, a Texas limited liability company ("Holocron Forge," "we," "us," or "our"), and you. They govern your access to and use of the holocronforge.com website and its subdomains (including app.holocronforge.com) (the "Site"), the ForgeMetrics application and its calculators, tools, models, reports, and application programming interfaces (the "App"), and any related content and services we make available (collectively, the "Service").

By accessing or using any part of the Service, creating an account, or clicking to accept these Terms, you agree to be bound by them and by our Privacy Policy and Cookie Policy, which are incorporated by reference. If you do not agree, do not access or use the Service.

If you use the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

• "Account" means the credentials-based account required for certain features of the App.
• "Order" means an order for a paid subscription tier placed through the Service.
• "Outputs" means any results, figures, projections, forecasts, charts, memos, reports, or other materials generated by the Service, including exports.
• "Subscription Period" means the recurring period (e.g., monthly or annual) for which you purchase a paid tier, as stated at the point of purchase.
• "Third-Party Data" means data, feeds, and content originating from sources we do not control, as described in Section 11.
• "Your Content" means data and materials you submit to or create in the Service, including inputs, assumptions, scenarios, sites and layouts, forecasts, interconnection and treasury records, alert and control rules, notes, and files.

Section headings are for convenience only and do not affect interpretation.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for business and professional use. You may not use the Service if you are barred from doing so under applicable law, including U.S. export control and sanctions laws (Section 23).

The Service provides economic modeling, forecasting, and market-intelligence tooling for Bitcoin mining and high-performance computing infrastructure. Feature availability varies by subscription tier, and some tools are provided as previews or beta features (Section 13). We may add, modify, limit, or discontinue features, tiers, or the Service itself at any time. Where a change materially reduces the core functionality of a paid tier during a Subscription Period you have already paid for, your remedy is set out in Section 7.

We may impose reasonable operational limits — including rate limits, usage caps, storage limits, and automated-traffic protections — and may adjust them from time to time.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own internal business or personal purposes. The Service is licensed, not sold.

All rights not expressly granted are reserved by Holocron Forge and its licensors. Nothing in these Terms transfers to you any ownership of, or grants any implied license to, the Service, the software, source code, calculation, forecasting, and cost-modeling engines, data models, algorithms, databases, interfaces, designs, text, graphics, or trademarks.

Certain features require an Account. Authentication is provided through our third-party identity provider; we do not store your password. You are responsible for (a) the accuracy of your Account information, (b) maintaining the confidentiality of your credentials, and (c) all activity that occurs under your Account, whether or not authorized by you, until you notify us of unauthorized use.

If your Account participates in an organization or shared workspace, you acknowledge that workspace administrators and members may access and modify content within that workspace according to its settings, and that the entity controlling the workspace is responsible for its members' compliance with these Terms.

You must notify us promptly at the address in Section 28 of any suspected unauthorized access to your Account.

Tiers and fees. Certain features are available only under paid subscription tiers. The fees, billing interval, and scope of each tier are stated at the point of purchase. Enterprise arrangements may be governed by a separate written agreement, which controls over these Terms to the extent of any conflict.

Payment processing. Payments are processed by our third-party billing and payment providers. We do not receive or store full payment-card numbers. You authorize us and our payment processors to charge your payment method for all fees due, including renewal fees.

Automatic renewal. Unless you cancel before the end of the current Subscription Period, your subscription automatically renews for successive periods of the same length at the then-current rate, and your payment method will be charged at renewal. You may cancel at any time through your account settings or by contacting us; cancellation takes effect at the end of the current Subscription Period.

Price changes. We may change fees or tier features on prospective notice. Changes take effect at your next renewal; if you do not agree, your remedy is to cancel before renewal.

Refunds. Except where required by applicable law or expressly stated otherwise, fees are non-refundable and there are no refunds or credits for partial periods, downgrades, or unused features. If we permanently discontinue a paid tier or materially reduce its core functionality mid-period, we will provide a pro-rata refund or credit for the unused remainder of that period, which is your sole and exclusive remedy.

Taxes. Fees are exclusive of taxes, duties, and governmental charges. You are responsible for all such amounts other than taxes on our net income.

Failed payments. If a renewal payment fails, we may retry collection, suspend paid features, or terminate the subscription.

Ownership. As between you and us, you own Your Content. These Terms do not transfer ownership of Your Content to us.

License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and create derivative technical representations of Your Content solely as necessary to (a) provide, secure, and maintain the Service, (b) generate Outputs at your direction, (c) comply with law, and (d) enforce these Terms. This license ends when Your Content is deleted from the Service, except for lawful backup-cycle copies and records we must retain.

Aggregated and de-identified data. We may generate and use aggregated or de-identified data derived from use of the Service — data that does not identify you, your organization, or Your Content — to operate, improve, benchmark, and develop the Service. We will not publish aggregated data in a form that could reasonably be re-identified as yours.

Responsibility. You are solely responsible for Your Content, including its accuracy and legality, and you represent that you have all rights necessary to submit it. We may remove or disable content that we reasonably believe violates these Terms or the law.

Feedback. If you submit ideas, suggestions, or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or obligation to you.

Certain features let you create a public share link for a scenario or results snapshot. Anyone with a share link can view the shared content until you remove the link. You are solely responsible for what you share, for whom you give links to, and for removing links when access should end. Sharing is off unless you enable it.

If the Service allows you to generate API keys, your keys are confidential credentials. You are responsible for all activity under your keys, must not share them publicly, and must rotate or revoke a key you believe is compromised. API access is subject to these Terms, any published API documentation, and rate limits, and may be suspended or revoked for abuse.

The Service ingests and displays Third-Party Data, which may include on-chain Bitcoin network data, wholesale power-market and ISO/RTO data (such as prices, curtailment, and ancillary-services information), hardware and market reference data, solar-resource and location data, and similar feeds. The Service also depends on third-party infrastructure, identity, billing, and analytics providers.

We do not control Third-Party Data and do not warrant its accuracy, completeness, timeliness, sequence, or availability. Feeds may be delayed, revised by their sources, interrupted, or discontinued. Third-Party Data is provided for informational purposes only and may be subject to the terms of its originating sources; it is not a substitute for official ISO/RTO, exchange, or governmental publications, and must not be used for settlement, compliance, or trading purposes. We are not responsible for third-party services, and your use of them may be subject to their own terms.

You agree that you will not, and will not permit or enable any third party or automated system to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, formulas, weights, or underlying structure or logic of the Service, except to the extent this restriction is prohibited by applicable law;
• copy, reproduce, reconstruct, reimplement, frame, mirror, or resell the Service, or any substantial part of its functionality, models, data, or Outputs, or offer the Service to third parties on a service-bureau, white-label, or timesharing basis;
• use the Service, or observations of its behavior, structure, or Outputs, to build, train, improve, or inform a competing product, service, model, or dataset, including any machine-learning or artificial-intelligence system;
• access the Service by any automated means — including bots, scrapers, crawlers, or AI agents — or in a manner that exceeds reasonable individual use, imposes an unreasonable load, or circumvents rate limits, bot protections, access controls, usage tiers, or paywalls;
• probe, scan, or test the vulnerability of, or breach or attempt to breach the security or authentication of, the Service, or interfere with its operation, including by introducing malicious code;
• share Account credentials, use another user's Account without authorization, or misrepresent your identity or affiliation;
• publish or disclose to any third party any benchmark, performance, or comparison testing of the Service without our prior written consent;
• remove, obscure, or alter any proprietary notices, watermarks, or attributions in the Service or Outputs;
• use the Service to develop, market, or provide illegal products or services, to infringe or misappropriate any third party's rights, to violate any person's privacy, or otherwise in violation of applicable law, including securities, commodities, consumer-protection, sanctions, and export laws; or
• misrepresent Outputs as having been prepared, reviewed, audited, or endorsed by Holocron Forge.

We may investigate suspected violations and may suspend or terminate access under Section 24.

We may designate parts of the Service as alpha, beta, preview, early access, or similar ("Beta Features"). Beta Features are provided for evaluation, may be modified or withdrawn at any time, may contain errors, and are provided without warranties of any kind and excluded from any service commitments, notwithstanding anything else in these Terms.

If you were granted access to the ForgeMetrics private beta, the ForgeMetrics Beta Evaluation & Confidentiality Agreement you accepted applies in addition to these Terms and controls over them with respect to the beta to the extent of any conflict.

Holocron Forge LLC also provides advisory, project- and site-management, and operations services for infrastructure projects under separate written agreements (such as proposals, statements of work, master services agreements, and service-level agreements). Those engagements are governed exclusively by their own written agreements, not by these Terms. Nothing on the Site, and no use of the App, creates a consulting, advisory, fiduciary, or client relationship between you and Holocron Forge LLC, and descriptions of our services on the Site are informational only and not an offer capable of acceptance.

The Service provides modeling, estimation, and informational tools. Outputs are estimates, generated from the inputs and assumptions you provide combined with Third-Party Data and modeling assumptions, and they are inherently uncertain and forward-looking.

• Outputs and Site content do not constitute financial, investment, trading, tax, accounting, legal, regulatory, or engineering advice, and are not a recommendation, solicitation, or offer to buy or sell any digital asset, security, commodity, power product, or other instrument.
• Holocron Forge LLC is not acting as your investment adviser, broker-dealer, commodity trading advisor, tax advisor, attorney, fiduciary, or licensed engineer by virtue of your use of the Service, and no such relationship is created by these Terms.
• Bitcoin mining economics are volatile. Actual results depend on factors the Service cannot fully model or predict — including Bitcoin price, network hashrate and difficulty, transaction fees, halvings, power prices and curtailment, hardware performance and failures, taxes, regulation, and financing terms — and actual results may differ materially from any Output. Past or modeled performance does not guarantee future results.
• Engineering-adjacent Outputs (such as layouts, electrical or thermal figures, and interconnection schedules) are planning-level estimates only. They are not engineering deliverables, are not sealed by a licensed professional engineer, and must not be used for construction, permitting, or code compliance. Licensed professionals must independently verify all such work.

You are solely responsible for decisions made using the Service, including decisions to invest capital, purchase equipment, enter contracts, or present Outputs to lenders, investors, or other third parties. Before acting, independently verify material figures and consult qualified professionals.

The Service and all associated intellectual property are the exclusive property of Holocron Forge and its licensors, protected by U.S. and international copyright, trade-secret, trademark, and other laws. "Holocron Forge," "ForgeMetrics," and associated logos and product names are trademarks of Holocron Forge LLC. You may not use our trademarks without our prior written consent, except for truthful nominative references.

Subject to these Terms and any tier-specific limits, you may use Outputs you generate for your internal business purposes and may share specific Outputs (for example, an exported memo) with your own advisors, lenders, and counterparties, provided you do not remove attributions or misrepresent their origin as described in Section 12.

We respect intellectual-property rights and expect the same of our users. If you believe content available through the Service infringes your copyright, trademark, or other intellectual-property rights, notify us at contact@holocronforge.com and include: (a) identification of the work or right claimed to be infringed; (b) identification of the allegedly infringing material and where it appears in the Service; (c) your name, organization, and contact information; and (d) a statement that you have a good-faith belief the use is not authorized by the rights holder or the law. We will review complaints promptly, may remove or disable access to allegedly infringing material, and may suspend or terminate the access of repeat infringers.

Non-public information we make available to you that is marked confidential or that a reasonable person would understand to be confidential — including non-public product information, security information, and pricing quoted to you — must be kept confidential, used only in connection with your permitted use of the Service, and not disclosed to third parties. This section does not limit any separate confidentiality agreement between us, including the Beta NDA.

Our collection and use of personal information in connection with the Service is described in our Privacy Policy and Cookie Policy.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUTS, AND ALL THIRD-PARTY DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY OUTPUT OR THIRD-PARTY DATA WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT. NO ORAL OR WRITTEN INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) IN NO EVENT WILL HOLOCRON FORGE OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, DATA, OR DIGITAL ASSETS, OR FOR TRADING OR INVESTMENT LOSSES, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) ONE HUNDRED U.S. DOLLARS (US$100).

(c) THE EXCLUSIONS AND LIMITS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, WHICH IS LIMITED TO THE MINIMUM EXTENT THE LAW ALLOWS. THE PARTIES ACKNOWLEDGE THAT THE PRICING AND AVAILABILITY OF THE SERVICE REFLECT THIS ALLOCATION OF RISK.

(d) ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER IT ACCRUES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE THIS LIMITATION IS PROHIBITED BY LAW.

To the maximum extent permitted by law, you will defend, indemnify, and hold harmless Holocron Forge and its members, managers, officers, employees, contractors, and agents from and against any third-party claims, demands, actions, and proceedings, and all resulting losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) Your Content; (b) your use or misuse of the Service or Outputs, including any decision made, transaction entered, or representation made to any third party (such as a lender, investor, or counterparty) in reliance on Outputs; (c) your breach of these Terms; or (d) your violation of applicable law or of any third party's rights. We may assume the exclusive defense and control of any matter subject to indemnification (at our expense), in which case you will cooperate with our defense. You may not settle any such claim without our prior written consent.

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not listed on, or owned or controlled by anyone listed on, any U.S. government restricted-party list (including the OFAC SDN List). You will not use, export, re-export, or transfer the Service in violation of U.S. export-control or sanctions laws, and you will not use the Service for any purpose prohibited by them.

You may stop using the Service at any time and may request deletion of your Account as described in the Privacy Policy. We may suspend or terminate your access to all or part of the Service, with or without notice, if (a) you breach these Terms, (b) we reasonably believe your use creates risk or legal exposure for us, other users, or third parties, (c) required by law, or (d) we discontinue the Service. Upon termination, your license ends and you must cease using the Service; Sections 2, 5 (reservation), 8 (feedback and license as stated), 11–12, 14–18, and 20–29 survive, along with any accrued payment obligations.

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas and applicable federal laws of the United States, without regard to conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 26, the exclusive venue for any dispute is the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Houston and County of Fort Bend, Texas, and each party consents to personal jurisdiction and venue there and waives objections based on inconvenient forum.

(a) Informal resolution first. Before filing any claim, the party asserting it must send the other a written notice of dispute (to us: the address in Section 28; to you: your Account email) describing the claim and the relief sought, and the parties will attempt in good faith to resolve it within sixty (60) days. This is a precondition to arbitration or suit.

(b) Binding arbitration. Except as stated in (d), any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be finally resolved by binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules (and, where applicable, its Consumer Arbitration Rules), before a single arbitrator. The Federal Arbitration Act governs the interpretation and enforcement of this Section. The seat of arbitration is Houston, Texas; hearings may be conducted by videoconference where the rules allow. The arbitrator has exclusive authority to resolve disputes about the interpretation, applicability, or enforceability of this agreement to arbitrate, except that only a court may decide the enforceability of the class-action waiver in (c). Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class-action and jury waiver. All claims must be brought in the parties' individual capacities, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding. Each party waives the right to a trial by jury. If the class-action waiver is held unenforceable as to a particular claim, that claim (and only that claim) must proceed in the courts identified in Section 25.

(d) Carve-outs. Either party may (i) bring an individual claim in small-claims court, and (ii) seek temporary or preliminary injunctive or other equitable relief in the courts identified in Section 25 to protect intellectual-property rights, confidentiality obligations, or the security of the Service, without first arbitrating.

(e) 30-day opt-out. You may opt out of this arbitration agreement by emailing the address in Section 28 within thirty (30) days of first accepting these Terms, stating your name, Account email, and that you opt out of arbitration. Opting out does not affect any other provision of these Terms.

We may update these Terms from time to time. The "Last updated" date above shows the current version's effective date. For material changes, we will provide reasonable advance notice — such as by posting on the Site, in-app notice, or email — before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms; if you do not agree, stop using the Service before that date (and, for paid tiers, cancel before your next renewal). Changes do not apply retroactively to disputes that arose before their effective date.

Legal notices to Holocron Forge must be sent to: Holocron Forge LLC, 4902 Big Elm Cir, Missouri City, TX 77459, USA, Attn: Legal, with a copy by email to contact@holocronforge.com. Notice to us is effective upon our confirmed receipt.

We may provide notices to you by email to your Account address, by in-Service notice, or by posting on the Site; such notices are effective when sent or posted. You consent to receive communications, agreements, disclosures, and invoices from us electronically, and you agree that electronic acceptance (including click-through) has the same force as a physical signature. Keep your Account email current.

Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, any Order, any tier-specific or feature-specific terms we present to you, and (if applicable) the Beta NDA or a separate written enterprise or services agreement, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings on that subject. In a conflict, a signed written agreement controls, then feature- or tier-specific terms, then these Terms.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or severed if it cannot be), and the remainder will continue in full force.

No waiver. A failure or delay in exercising any right is not a waiver of it; waivers must be in writing.

Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent, and any attempt to do so is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law.

Force majeure. We are not liable for delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, utility or power failures, internet or hosting outages, third-party data-feed failures, and denial-of-service or similar attacks.

No third-party beneficiaries. These Terms create no rights in any third party, except that the indemnified and released parties identified in Sections 21–22 may enforce those Sections.

Relationship. The parties are independent contractors; these Terms create no partnership, joint venture, agency, or employment relationship.

Language. These Terms are drafted in English; any translation is for convenience only.

Questions about these Terms may be sent to contact@holocronforge.com.