Terms of Sale

1. Who we are

Hyperscaling (the "Platform") is operated by Minutes Network Token X Ltd., Saint Lucia, company number 00365 ("MNTx", "we", "us"). These Terms of Sale govern the use of the Platform and every purchase made through it, and are the terms of every order placed through it. The order summary states the specifics of each order; where a figure in it differs from a general statement in these terms, the order summary prevails for that order. By using the Platform, creating an account or purchasing Capacity, the purchaser accepts these Terms of Sale and the Privacy Policy. In these terms, "the Hyperscale NFT" means the ERC-721 token issued by MNTx on the Ethereum blockchain representing one port of Capacity, at the contract address published on the Platform; "MNTx tokens" means the Minutes Network Token X ERC-20 token on Ethereum; and "the Holder" means the person holding the Hyperscale NFT for the Capacity at the relevant time, as recorded on Ethereum.

2. What Hyperscaling sells

Hyperscaling sells dedicated voice termination capacity ("Capacity"): ports on the wholesale routes of the Minutes Network (the wholesale voice network over which the Capacity is carried) to named destinations, provisioned as dedicated ports and stated as maximum daily throughput. Capacity is stated on a practical basis: a port carries at most 1,440 minutes per day in theory, but traffic concentrates in peak hours and answer rates customarily run 60-80% depending on circuits, traffic and the numbers dialled; the stated maximum (up to 500 minutes per port per day) reflects practical carrying capacity.

Capacity is a telecommunications product for the purchaser's own use or resale. It is not a deposit, a loan, a security, a bond, a fund, or any form of collective investment scheme, and nothing on Hyperscaling constitutes investment, financial, legal or tax advice. No return, yield or resale outcome is promised or guaranteed.

Capacity has no fixed term. It is issued with a transferable Hyperscale NFT and is the purchaser's for as long as the purchaser holds that NFT; there is no maturity date, no renewal and no repurchase by MNTx. See section 8.

3. Orders and contract formation

Every order states its destination, capacity, price, per-minute floor rate, operating mode and settlement terms in the order summary presented at checkout and repeated on the order page and the pro forma invoice. These Terms of Sale are accepted electronically at checkout; the acceptance record (timestamp and network address) held against the order is the record of that acceptance. No separate agreement document is issued.

An order becomes binding on acceptance of these Terms at checkout, and Capacity activates when payment has been received in full and identity verification is complete.

Notices are validly given in writing by email - to the email address on the purchaser's Hyperscaling account, or to enquiries@minutesnetworktoken.io for notices to MNTx - or by posting to the purchaser's portal, and are deemed received twenty-four (24) hours after sending or posting.

4. Pricing and floor rates

Capacity is priced per route per port. The per-minute floor rate applicable to an order is stated in its order summary and applies from activation.

Floor rates track the wholesale market: where market prices move, a purchaser's floor rate re-bases to the live market immediately, with no notice period, and is backed at the same time by fresh buy and sell rates drawn from the live market, so the floor is never left off-market and the spread over the observed market is carried through on both sides. MNTx notifies the purchaser of any change to their floor rate.

5. Operating modes

Resale: the purchaser appoints MNTx to resell their Capacity, carrying its wholesale traffic over it. This is a commercial resale arrangement for telecommunications traffic. MNTx acts solely as principal: it sells traffic to its own counterparties, in its own name and for its own account, and nothing in these terms makes MNTx the purchaser's agent, fiduciary, trustee or partner or creates any joint venture. For every minute carried, the purchaser's floor rate settles to MNTx and everything realized above the floor accrues to the purchaser as the commercial margin generated by that resale. The underlying sale revenue belongs to MNTx. Under resale, MNTx guarantees full daily utilisation: in each 24-hour period, once the Capacity is live, the MNTx's wholesale traffic fills the purchaser's ports to their full daily throughput - the practical daily maximum (approximately 500 minutes per port per day). Filling the ports to that daily level is the extent of the guarantee; any minutes carried above it are additional and not guaranteed.

Self-run: the purchaser terminates their own or their customers' traffic over their ports, up to their maximum daily throughput, billed at their floor rate against a prepaid usage balance. Interconnection details (SIP connection address, assigned IP address, technical prefix and credentials) are provided through the portal, and access to the cloud core platform is available on request. Modes may be switched for unused capacity on request.

Interconnection parameters (SIP connection addresses, IP addresses, technical prefixes and related technical settings) may be updated from time to time for operational, security or carrier reasons; updated details are posted to the purchaser's portal with notice, and reasonable efforts are made to maintain equivalent connectivity.

6. Owner controls

Subject to these terms, including our suspension rights, Capacity remains under the purchaser's control. From the portal the purchaser may set a minimum sell rate for their Capacity (no traffic is carried below their floor or their set minimum) and pause or resume traffic at any time, taking effect promptly. Live statistics - ports online, minutes carried, realized rates and balances - are shown in the portal, fed by the exchange carrying the traffic.

7. Settlement and payouts

Under the resale mode, accrued resale margin appears first as a receivable and becomes withdrawable at the close of each settlement cycle, once the purchasing carrier's payment is received by MNTx. Every order settles on the same cycle - 120 days, measured from the day the Capacity goes live. This is the cadence on which margin is paid out to the purchaser, not a charge, and there is no other cadence; the only election is the settlement asset, below. Where the Capacity has been transferred, every reference in this clause 7 to the purchaser is a reference to the Holder at the close of the cycle concerned.

MNTx works to place the Capacity into tier-1 carrier demand; such placement may not be immediate, and until it is achieved traffic is placed at the best rates then available.

Each settlement is paid in MNTx tokens, in USDC, or in any mix of the two as the holder elects before claiming; the MNTx-token leg is converted at the market rate read at the moment of the claim. A cleared balance is withdrawn in USDC on request (minimum $50) and is customarily processed within two business days, subject to completion of any required compliance checks, and must be accompanied by the holder's own invoice for the settlement period (a pre-filled example is provided in the portal).

Payouts under the resale mode are funded by carrier settlements: an accrued amount becomes payable only when, and to the extent that, MNTx has actually received the corresponding payment from the purchasing carrier. Where a carrier fails to pay, disputes or claws back a settlement, the corresponding receivable is reduced by the same amount. MNTx may set off, against any payout or balance due to the purchaser, any amount the purchaser owes under these terms or any order - including usage charges, chargebacks, taxes and any other amount the purchaser is liable to us for under these terms.

8. Term and transfer

Capacity has no fixed term and no maturity date. It continues for as long as the Hyperscale NFT for the Capacity exists, and the rights attached to the Capacity pass with that NFT: the holder of the NFT at a settlement cycle's close is entitled to that cycle's earnings, and a transfer takes effect at the moment it is recorded on the Ethereum blockchain, without any approval, right of first refusal or lock-up on MNTx's part. A person who acquires a Hyperscale NFT accepts these Terms of Sale in respect of the Capacity it represents and becomes a party to them on acquiring it, and the transferor ceases to be a party in respect of that Capacity, without prejudice to accrued rights and obligations.

MNTx has no obligation to repurchase Capacity at any time. The price paid for Capacity is the price of the Capacity itself and is not repayable, redeemable or returnable except as expressly stated in these Terms.

Payment of earnings to a holder is subject to that holder completing identity verification (section 9). Until they do, their earnings are held for them and are not forfeited.

9. Verification and compliance

Completion of identity verification (KYC) and anti-money-laundering checks is a condition of every purchase. Purchasers warrant that funds used are lawful and that they comply with applicable telecommunications, sanctions, anti-fraud and anti-money-laundering laws. We may decline, suspend or unwind transactions where compliance requires it.

Personal data, including identity documents collected for verification, is processed in accordance with the Privacy Policy and shared with the verification provider, Shufti Pro, solely to perform identity and anti-money-laundering checks; verification records are retained as required by applicable law.

10. Restricted jurisdictions

We do not open accounts for, verify, sell Capacity to, or make payouts to any person or entity located in, organised under the laws of, or ordinarily resident in a sanctioned country. As at the date of these terms the sanctioned countries are Cuba, Iran, North Korea, Syria, Russia and Belarus, together with any other country or territory that is from time to time the subject of comprehensive sanctions imposed by the United Nations, the European Union, the United Kingdom or the United States. We may refuse, suspend or unwind any account, verification, order or payout at any time where sanctions compliance requires it, and no amount is owed by us in that event beyond the return of funds the law permits us to return.

11. Acceptable use

Traffic that is fraudulent, artificially generated, unlawful, or that manipulates calling line identity in breach of applicable rules may be suspended without notice. Abuse reports or trouble tickets attributable to a purchaser's traffic are posted to their portal and must be remedied promptly. Persistent or serious abuse is grounds for suspension of the affected Capacity.

Traffic terminated over Capacity from a purchaser's own sources must be genuine international voice traffic of good quality: not dialer-generated, not artificially generated or fraudulent, and maintaining an average call duration (ACD) of at least three (3) minutes on the route. Where a traffic source fails this standard, MNTx may suspend that traffic type on the route while the Capacity itself remains the purchaser's; the purchaser must clean the offending traffic and demonstrate conforming traffic before it is restored.

12. Payment, cancellation and refunds

Payment is accepted by cryptocurrency only (Bitcoin, Ethereum, BNB Chain, Solana or Cardano, including USDT and USDC); no bank transfer is accepted for this product. Cryptocurrency payments are verified on-chain. All prices are in United States dollars and exclusive of any applicable taxes, which are the purchaser's responsibility unless stated otherwise.

Once payment is received we may begin provisioning the Capacity immediately, including committing funds to upstream carriers. Any refund before activation is therefore at our discretion and net of amounts already committed or incurred on the order (including carrier commitments) and any third-party processing costs. Where a purchaser has paid MNTx for Capacity and their identity verification is declined and not subsequently passed, MNTx refunds the price paid, less any blockchain network fees, and cancels the order; no Capacity is issued. A person who acquires a Hyperscale NFT from another holder rather than from MNTx has paid MNTx nothing: if their verification is declined, MNTx owes them no refund, and the earnings for that Capacity are held for them, not forfeited, until verification is passed or the NFT is transferred to a holder who has passed it. After activation the purchase is firm, except where a right of refund is required by law.

13. Market information

Rates, ranges and market figures displayed on Hyperscaling are genuine rates observed across live wholesale market sources (carrier rate sheets and marketplace listings among them) at the sampled time. They are provided for information only and are not a guarantee, forecast or promise of resale performance, rates, timing or profit. Wholesale rates move with the market. Indicative sell ranges are deliberately stated conservatively; actual proceeds are whatever traffic genuinely realizes.

14. The network

Hyperscaling traffic runs over the Minutes Network like any other traffic: DePIN fees are paid as normal, and traffic is visible on the public explorer. Nothing about Hyperscaling bypasses the network's economics.

15. Warranties

Hyperscaling and all Capacity are provided with reasonable skill and care but otherwise "as is": to the fullest extent the law allows, all other warranties, conditions and representations - express or implied, including merchantability, fitness for a particular purpose and uninterrupted or error-free operation - are excluded. MNTx gives no warranty as to carrier behaviour, market rates, resale outcomes or the acts or omissions of any third party.

16. Liability

We operate the platform with reasonable skill and care. The wholesale voice market, third-party carriers and public networks are outside our control. Our total aggregate liability in connection with any Capacity is limited to the amounts paid for the Capacity concerned. Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.

Any claim against MNTx in connection with Hyperscaling or any Capacity must be brought within twelve (12) months of the events giving rise to it; to the extent the law allows, claims not brought within that period are waived. Nothing in these terms limits liability that cannot lawfully be limited.

17. Force majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control - including acts of governments or regulators, sanctions, war, terrorism, civil unrest, natural disaster, epidemic, power failure, and failures of third-party carriers, cable systems, data centres or public networks. Affected obligations are suspended while such an event continues, and performance resumes as soon as reasonably possible. Payment obligations already accrued are not excused.

18. Suspension and termination for cause

We may suspend Capacity or portal access, or terminate an order for cause, where: the purchaser materially breaches these terms and, where the breach can be remedied, fails to remedy it within fourteen (14) days of written notice; the purchaser's traffic is fraudulent, artificial or unlawful; identity verification fails, lapses or is withdrawn; dealing with the purchaser would put MNTx in breach of sanctions or other applicable law; or the purchaser becomes insolvent or subject to comparable proceedings.

Suspension or termination for cause does not create a right of refund, except where law requires otherwise or where clause 12 provides one for a declined identity verification. Amounts accrued to either party before the effective date remain payable, and final settlement may be withheld until compliance checks and the reconciliation of amounts owed are complete.

19. Changes to these terms

We may update these Terms of Sale at any time at our discretion. Updated terms take effect when posted on this page, with the date of the current revision shown below; material changes are also notified through the portal. Continued use of Hyperscaling, or continued holding of Capacity, after the effective date constitutes acceptance of the updated terms. Each order remains governed by the version of these terms accepted at the time of purchase.

20. Telecommunications services disclaimer

Hyperscaling does not provide telecommunications, VoIP, telephone or other electronic communications services to end users or subscribers, we do not provide retail services. It is a wholesale product only, not for end users. We do not operate or maintain telecommunications networks for end-user access, and we do not provide telephone numbers, subscriber connectivity or retail voice services.

Hyperscaling provides access to contractual wholesale capacity arrangements for commercial use or resale. Any underlying telecommunications or voice termination services are provided through the relevant telecommunications carriers or service providers. The Capacity does not constitute a telecommunications service provided by Hyperscaling to the purchaser or any end user.

The purchaser is solely responsible for ensuring that its use or resale of the ports complies with all applicable telecommunications, licensing and other regulatory requirements in the relevant jurisdictions.

21. Governing law

These terms and every order are governed by the laws of Saint Lucia, and the courts of Saint Lucia have exclusive jurisdiction. The contracting entity is Minutes Network Token X Ltd., Saint Lucia, company number 00365.

22. Contact

Questions about these terms: enquiries@minutesnetworktoken.io. Minutes Network Token X Ltd., Saint Lucia, company number 00365.