Terms andConditions for Sale of Mining Hardware

2.1 These Terms and Conditions for Use of Mining Services are additional terms to the General Terms which shall apply if you access this Website to subscribe for our Mining Services.

2.2 These Terms and Conditions for Use of Mining Services shall apply to the subscription of the Services specified in the Standard Mining Service Invoice and related documents issued by us to you, to the fullest extent permitted by applicable law, to the exclusion of any other terms and conditions or any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The term “Mining Services” shall, where appropriate, include written documentation in relation to the Mining Services.

2.3 By accessing this Website and subscribing our Mining Services, you confirm that you accept and will comply with both the General Terms and these Terms and Conditions for Use of Mining Services.

2.4 These Terms and Conditions for Use of Mining Services shall prevail at all times over any terms and conditions of mining services proposed by you (including, without limitation, any terms and conditions set forth in any order form issued by you), notwithstanding anything to the contrary therein, except in the event that the Parties have entered into a separate agreement in relation to the subscription of Mining Services (a “Separate Mining Services Agreement”), which specifically provides that the terms of such Separate Mining Services Agreement shall prevail over these Terms and Conditions for Use of Mining Services.

2.5 If there is any conflict between these Terms and Conditions for Use of Mining Services, the General Terms and the applicable Service Invoice Terms, these Terms and Conditions for Use of Mining Services will apply to the extent of the conflict.

These Terms and Conditions for Use of Mining Services refer to the following additional terms which also apply to your use of our Mining Services:

• Our Privacy Policy: which sets out how we may use your personal information.
• Standard Mining Service Invoice: which subject to these Terms and Conditions for Sale of Products, sets out the terms and conditions applicable to each purchase of our Products.

4.1 Our employees or agents are not authorised to make any representations concerning the Mining Services unless confirmed by us in writing. In entering into any service order, you agree and acknowledge that you do not rely on, and waives any claim for breach of, any such representations that are not so confirmed.

4.2 You are advised to refrain from placing your service order with anyone or anybody claiming to be an official representative of us over email, any electronic means or any web site other than this Website. It can be a scam and your confirmed service order may never be fulfilled din such cases. We are not bound by such order, we will not be liable for any and all losses or damages arising out of such cases.

Mining Services
Subject to these Terms and Conditions for Use of Mining Services and throughout the Term, we provide that the following mining services (“Mining Services”) with all reasonable skill and care:

a) Delivery. Delivery the Mining Hardware to the Hosting Locations:
(i) Delivery to Hosting Location. We shall deliver the Mining Hardware from the hardware manufacturer, or an Affiliated or third-party distributor or reseller to the Hosting Location as provided in the Order Form and the Standard Mining Service Invoice (please see Sections 8.2 and 8.3 (Subscription Process) below). We shall arrange for the delivery and subsequent installation and arrangements of the purchased Mining Hardware at the Hosting Location with or without notice to you. We shall be deemed to have fulfilled our delivery obligations when the Mining Hardware purchased have been received at the Hosting Locations.You shall be responsible for all relevant charges of delivery (e.g. storage, packaging, freight, or delivery charges), insurance, taxes, duties or imposts in any event.
(ii) Operation and Start Date. We shall make commercially reasonable efforts to commence operation of Mining Hardware on the earliest date achievable by us; provided, however, that we shall not be responsible for any delay in operation of Mining Hardware for any reason outside of our control, including delay in receipt of Mining Hardware, Force Majeure Events, taxation issues, logistics and/or transportational issues, government interventions or electrical or network connectivity problems.

b) Inspection and Installation.
(i) Inspection. Inspect the Mining Hardware for suitability of hosting and has full discretion to accept or reject any Mining Hardware. Upon acceptance of the Mining Hardware, we shall facilitate the installation of Mining Hardware at the Hosting Facilities.
(ii) Installation. Install the Mining Hardware at the Hosting Facilities and make all necessary arrangements to accommodate the Mining Hardware for its/their operation in accordance with Section 5c) (Mining);

c) Mining. on or promptly following the start date as soon as achievable by us:
(i) Mining Pool. Deploy and connect the Mining Hardware to a Mining Pool at the Hosting Facilities and make all necessary arrangements, modifications and customisations to the Mining Hardware to accommodate the hosting of and connection of the Mining Hardware to the Mining Pool;
For avoidance of doubt, we shall retain the sole discretion as to which Mining Pool at the Hosting Facilities that the Mining Hardware will be deployed and connected to.
(ii) Mining Power. Perform all necessary acts for the purpose of contributing the Mining Hardware’s computational power to the subject Mining Pool (including supplying electricity to provide the necessary Mining Power to the Mining Pool) to help validate Candidate Blocks and generate Bitcoins (i.e. block subsidy/reward and/or transaction fee) for or on behalf of you; and seek to reasonably minimize material interruptions in the mining power;
For avoidance of doubt, we shall have the absolute discretion to determine the necessary acts to supply the Mining Hardware’s computational power to the subject Mining Pool,
(iii) Management and Maintenance. Manage and maintain the Mining Hardware and the subject Mining Pool on behalf of you, including (i) ongoing monitoring of performance metrics; (ii) Hosting Facilities security; (iii) overall Hosting Facilities maintenance; (iv) power and infrastructure maintenance; (v) power procurement and billing; (vi) thermal management; (vii) Mining Hardware maintenance and repair; and (vii) any relevant services as required for the Mining Hardware to achieve the operation requirements in Section 5c) (Mining);
(iv) Mining Revenue and Settlement. After taken in account the Mining Pool Fee, promptly transfer the Bitcoins Mining Revenue to Your Wallet at the end of each Payout Period. The cryptocurrency credit to Your Wallet will be in the same cryptocurrency awarded by the proof of work protocol that the Mining Hardware’s computational power was used to Mine, unless stated otherwise. You hereby agree and acknowledge to keep such balance in your Account to meet your ongoing payment obligations under these Terms and Conditions for Use of Mining Services;
(v) Technological Upgrades. Provide necessary technological upgrades or updates for the software or firmware for the Mining Hardware and the subject Mining Pool in accordance with Section 11 (Technology Upgrades) of these Terms and Conditions for Use of Mining Services;
(vi) Reports. Provide electronic reports from time to time (the “Reporting Period”), regarding Bitcoins Mining Revenue, activities of Bitcoins Mining and relevant parameters of the subject Mining Pool during the Reporting Period (“Mining Reports”), and if applicable, to provide you with access to such Mining Reports through software applications and platforms designated by us.

You agree and acknowledge that we may use its Affiliates and any third-party contractors, vendors and/or service providers (including the Third Party Mining Pool Operator) to provide the Mining Services (in whole or in part) without notice to you. For the avoidance of doubt, the Bitcoins mined at any stage of the provision of the Mining Services, including the Bitcoin Mining Revenue, shall be translated into any fiat currency (including but not limited to USD) at the exchange rate defined in such fiat currency by CoinEx (URL: https://www.coinex.com/en/) or appropriate market rate we deem appropriate in the circumstances having regard, inter alia, to any premium or discount which may be relevant and to costs of exchange.

We do not:
a) give advice: by providing our Mining Services, or giving you information about computational resource for mining and/or Bitcoin mining, we are not providing any type of recommendation or approval. You must not rely on any information we provide when making your decision whether to engage us for the Mining Services. You must only make these decisions based on up your own assessment of the risks and benefits of doing so;
b) give any warranty, guarantee or representation about the suitability of any Services we offer or whether our Services are appropriate for you. If you have any doubt as to whether or not our Mining Services are suitable for you, you should obtain independent professional advice.

6.1 Information, descriptions or availability of the Mining Services may be outlined in the respective sections of this Website and are subject to change without notice to you.

6.2 This Website may contain certain historical information, which is not necessarily current and is provided for your reference only. We reserve the right to modify the contents of this Website at any time, but we have no obligation to update any information on this Website. You agree that it is your responsibility to monitor changes to this Website.

7.1 We shall at all times be entitled to manage, modify and alter the settings and/or configurations of the Mining Pool.

7.2 Unless otherwise stipulated by us and/or our Affiliates on this Website, you are not entitled to initiate or make any changes to such settings and/or configurations of the Mining Pool.

8.1 Any steps taken from ordering our Mining Service to order submission/confirmation (including the submission of the Standard Mining Service Invoice) form part of the subscription process (“Subscription Process”).

8.2 Order submission

a) To subscribe for our Mining Services, you must first opt for “Buy & Host” on the Order Form (as defined in the Terms and Conditions for Sale of Mining Hardware) for a purchase of the Mining Hardware pursuant to the Terms and Conditions for Sale of Mining Hardware. You are only required to indicate the Hosting Location for purpose of deploying the Mining Hardware ordered to the Hosting Location in the Order Form.
Any purchase of the Mining Hardware before delivery shall be subject to the Terms and Conditions for Sale of Mining Hardware;

8.3 Standard Mining Service Invoice
a) After your submission of the Standard Equipment Purchase Invoice accepted through an Acknowledgement of Purchase Order (as defined in the Terms and Conditions for Sale of Mining Hardware), you will receive by email or from our authorised representatives a Standard Mining Service Invoice within three (3) days of your receipt of Acknowledgement of Purchase Order/full payment of the Total Purchase Price stated in the applicable Standard Equipment Purchase Invoice. Should you not sign and submit the Standard Mining Service Invoice, we reserve the right to hold the Mining Hardware on your behalf until we deliver directly to a delivery location/address designated by you at your own expense;
b) You are required to sign on and submit the Standard Mining Service Invoice for confirmation of the service order;
c) Upon submission of the Standard Mining Service Invoice, you will receive an acknowledgement confirming that the service order has been placed (“Acknowledgement of Service Order”). Once the Standard Mining Service Invoice is submitted by you, and accepted by us through an Acknowledgement of Service Order, such service order shall be irrevocable unless agreed in writing by us;
d) The submission of the Standard Mining Service Invoice and the receipt of Acknowledgement of Service Order determines contract conclusion and you are obliged to settle any invoice issued by us for our provision of Mining Services;
e) In case we require an action from you, you are obliged to cooperate accordingly;

8.4 All notifications and documents related to the Subscription Process shall be sent to the email address provided by you for such purposes.

8.5 You consent to receive the Standard Mining Service Invoice electronically.

8.6 When you submit the Standard Mining Service Invoice to us, unless otherwise opted out by you, you hereby authorize us or our Affiliates to send computing power information, promotional activities, and other business information related to the Mining Services via email, SMS, phone, etc.

9.1 You will be informed about the fee schedule including all fees, charges, taxes and costs that will be charged by subscribing to the Mining Services in the Monthly Cost Invoice.

9.2 Monthly Mining Costs
a) Monthly Costs. You shall be solely responsible for all Monthly Costs. We may invoice you, and you shall pay, for the actual Monthly Costs (in USD) incurred by us and attributable to your use of our Mining Services accrued over a month. The Monthly Cost Invoice shall be due 30 days after invoicing.
b) Payment Terms. Acceptable forms of payment for the Monthly Cost Invoice are USD, Bitcoins, Stablecoins. You shall submit payment to our digital wallet as set forth in such Monthly Cost Invoice. For the avoidance of doubt, the exchange rate shall be the price defined in USD by CoinEx (URL: https://www.coinex.com/en/) for such aforementioned cryptocurrency or any other appropriate market rate as we deem appropriate in the circumstances having regard, inter alia, to any premium or discount which may be relevant and to costs of exchange at the time of payment.
c) Payment Due Date. Time is of the essence in the payment of each Monthly Cost Invoice. Without prejudice to this Section 20 (Pledge), for any invoices overdue by more than two (2) months, we shall be entitled to (i) terminate performance under these Terms and Conditions for Use of Mining Services and the applicable Standard Mining Service Invoice and/or other contracts between you and us, and/or (ii) disable your access to your Account until all fees due to us are paid in full. Without limiting the foregoing, we reserve the right to (i) charge a daily penalty of 0.5% (assessed daily) of the overdue amount until the payment is settled, (ii) invoke the pledge on any or all of the Mining Hardware Securities (as defined below) in accordance with Section 20 (Pledge) of these Terms and Conditions for Use of Mining Services, and/or (iii) redirect mining proceeds to our wallet until the overdue invoice and interest are paid in full.
d) Allocation of Monthly Costs. We shall reasonably allocate the overall Monthly Costs among all of the beneficiaries of the Mining Pool and the Mining Services (including Mining Hardware owned by us and those of our Affiliates, you and other Customers engaging us to provide the Mining Services) in a month. You agree and acknowledges that determination of Monthly Costs by us may be difficult and reliant on third-party data, and that we may, in our sole and absolute discretion, determine or adjust the Monthly Costs owed by you in any month to reflect the actual Monthly Costs for such month in the relevant Monthly Cost Invoice.
e) Fee Schedule. Fee schedule in respect of the Monthly Costs (including all fees, charges, taxes and costs that will be charged) for the Mining Services are subject to change without notice to you. You should refer to the Monthly Cost Invoice issued by us that particularises the Monthly Costs attributable to your Mining Hardware deployed at our Hosting Location each month.

9.3 Mining Pool Fee
a) Mining Pool Fee. You shall be solely responsible for the Mining Pool Fee in connection with your participation of the Mining Pool. The Mining Pool Fee would be determined in accordance with the payout models and methods of calculation as set out in the Fee Structure, or otherwise communicated to the Customer. The Customer hereby authorise the Service Provider to deduct the Mining Pool Fee and all other applicable fees, commissions, interest, charges and other sums from the Bitcoins Mining Revenue in accordance with such applicable payout models and methods of calculation.
b) Fee Structure. Fee Structure in respect of the Mining Pool Fee and other charges described on this Website (if applicable) are subject to change without notice to you and are for general reference only. You should refer to the Mining Reports make available by us that particularises the said Fee Structure including the payout models, methods of calculation attributable to your Mining Hardware deployed at our Hosting Location, and other information.

10.1 Instructions. You shall at all times follow all of our or our Affiliates’ directions in relation to any technical, rules procedures, or other requirements published on the Website or as communicated to you from time to time, which may be updated from time to time.

10.2 Account. You shall create an Account on this Website, as directed by the Service Provider or its Affiliates.

10.3 Mining Pool. You are at all times responsible for monitoring the performance and activity of the Mining Pool as made available to you on this Website and/or your Account.

10.4 Private Key and Wallet Security. You shall at all times, at your own expense, be responsible for maintaining software and all other telecommunications, internet access and related equipment required to receive the Bitcoins Mining Revenue. You are solely responsible for the security of your private keys of Your Wallet and to provide us with the address information of Your Wallet. You shall immediately notify us of any changes in, or any actual or suspected security or data breaches relating to, Your Wallet.

You shall hold us harmless from any security breach with respect to Your Wallet.

We, at its sole and absolute discretion, may procure all upgrades or updates for the software or firmware for the Mining Hardware to maximize uptime and Bitcoins Mining Revenue, including to replace the existing software or firmware of the Mining Hardware.

Title to Mining Hardware. Without prejudice to Section 20 (Pledge) of these Terms and Conditions for Use of Mining Services, the Parties agree that:

a) the Mining Hardware is and shall remain your exclusive property and shall not be deemed to become a fixture of the Hosting Facilities or otherwise so related to the Hosting Facilities as to give rise to a similar interest to us under applicable laws;
b) throughout the Term, the Mining Hardware is leased to us for the provision of Mining Services, including but not limited to its/their deployment and connection to the subject Mining Pool at the Hosting Facilities; and
c) notwithstanding anything to the contrary in these Terms and Conditions for Use of Mining Services, you shall not without our written permission, create any charge, lien or encumbrance of any kind upon or over your Mining Hardware. You further agree that you shall not permit any charge, lien or encumbrance to be created to your Mining Hardware without our prior written permission.

13.1 Authority and Capacity. We and the Customer represent, warrant, and covenant that (i) we have full legal capacity, right, power and authority to execute and perform its obligations under these Terms and Conditions for Use of Mining Services; and (ii) our performance of obligations hereunder will not violate any applicable laws.

13.2 Title to Product. The Customer represent, warrant and covenant that it has clear title, free and clear of all security interests or liens, to the Mining Hardware, including the legal right to use, operate and locate the Mining Hardware.

13.3 Performance of Mining Services. The Customer represent, warrant and covenant that we do not guarantee that our Mining Service will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Mining Service for any business, maintenance and operational reasons. We may give you reasonable notice of any suspension or withdrawal of our Mining Service.

13.4 Accuracy of Customer Information. The Customer represent and warrant that: (i) the information the Customer has provided for the purposes under these Terms and Conditions for Use of Mining Services is true, accurate, current, and complete; and (ii) the Customer will maintain and promptly amend all information and material to keep it true, accurate, current, and complete.

13.5 General Compliance. The Customer shall take no action that would be in violation of, or would expose us to penalty or liability under the applicable laws, regulations, and guidance (having the force of law) of any country, including but not limited to Hong Kong, the United States, the United Kingdom, and any country in which the Customer is a resident of, or in which we will perform under these Terms and Conditions for Use of Mining Services or engage in the transactions contemplated thereunder.

13.6 Anti-Money Laundering Laws Compliance. The Customer acknowledges their compliance with all applicable anti-money laundering and terrorist financing laws and regulations, or any national or international laws and regulations including anti-money laundering and terrorist financing laws and regulations. The Customer agree to defend and indemnify us against any claims arising from a breach of this certification.

13.7 Anti-Bribery Laws Compliance. The Customer acknowledges their compliance with all applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Anti-Bribery Convention, as implemented in their respective territories. The Customer guarantees that they, and their representatives, are not government officials or candidates for political office, and have not offered anything of value to any government official, political party, or candidate for office. They also agree to indemnify us against any damages resulting from a violation of this warranty.

13.8 OFAC Compliance. Pursuant to Executive Order 13224 of the United States of America, each Party may be required to ensure they do not transact business with persons or entities identified on the List generated by OFAC. The Customer affirms that they are not acting on behalf of any person, group, entity, or nation named by any Executive Order of the U.S. Treasury Department as a terrorist, “Specially Designated National and Blocked Person”, or any other banned or blocked person, entity, nation, or transaction. The Customer agree to defend and indemnify us against any claims arising from a breach of this certification.

13.9 Data Protection Compliance. We and the Customer may be subject to the European Union’s General Data Protection Regulation (EU) 2016/679 (the “GDPR”) and the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”). We and the Customer shall comply with all applicable provisions of the GDPR and the PDPO. In performing these Terms and Conditions for Use of Mining Services and the applicable Standard Mining Service Invoice, it may be necessary for us, and we have a “legitimate interest” in, “processing” the Customer’s “personal data”, as those terms are defined in the GDPR and/or and the PDPO.

13.10 Termination Right. The Customer acknowledges and agrees that we may terminate these Terms and Conditions for Use of Mining Services at any time if, at our sole and absolute discretion, if we reasonably believe that the Customer has committed a violation of applicable law. Such a termination will be with immediate effect, without any obligation to perform any performance under these Terms and Conditions for Use of Mining Services and the applicable Standard Mining Service Invoice or make any other payment, including any losses incurred by the Customer as a result of the termination.

13.11 Risk Disclosure. The Customer represents and warrants that:
a) the Customer has sufficient knowledge and experience in Bitcoin Mining and understand the risks associated with Bitcoin Mining, including but not limited to the fact that: the price of Bitcoins fluctuates significantly and may even drop to zero;
b) any information provided by us and/or our Affiliates (including but not limited to information on the Website or any promotional materials) cannot be deemed as us and/or our Affiliates is/are advising the Customer to subscribe to our Mining Services and participate in any related activities. The Customer’s decision to subscribe to our Mining Services and participate in any related activities should be based on his own personal judgment. If the Customer has questions related to Bitcoin Mining, it should consult with industry professionals. Any information provided by us and/or our Affiliates (including but not limited to information on Website or any promotional materials) should not be deemed as us and/or our Affiliates’ acting as professional and offering advice.
c) the Customer is obliged to keep abreast of and comply with the laws and regulations regarding digital currency activities in its country or region.

13.12 Risk Factors. The Customer represents and warrants that the risk factors under Section 14 (Risk Factors) are not exhaustive list of the risks associated with use of the Mining Servies and the Customer has read, understood and acknowledges such risk factors.

IMPORTANT NOTE: NONE OF THE INFORMATION PRESENTED IN THIS SECTION IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE MADE OR INTENDED. WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS SECTION, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING FROM SUCH INFORMATION.

You understand that the consequential subscription and use of the Mining Services involves substantial risk, including but not limited to the following:

a) Protocol Risk. we do not own or control any digital asset protocols and does not own or control the underlying software cryptographic protocols of networks which govern the operation of any cryptocurrency. We are not responsible for the operation of the underlying protocols, and makes no guarantees regarding their security, functionality, or availability.
b) Mining Risk. Mining is an everchanging and volatile endeavour and that there is no guarantee that the Mining Services will generate any set amount of Bitcoins.
c) Security Risk: even where anonymity is offered for cryptocurrency, attacks like malware infections and website breaches are still possible during the Bitcoin Mining processes.
d) Volatility of Bitcoin Market Value Risk: the fluctuation of the market value of Bitcoins would amount to a pivotal challenge for participants to predict the value of assets and assess the profitability of their mining operations. You further agree and acknowledge that we are not liable for price fluctuations in any Bitcoins.
e) Mining Difficulty Risk: the difficulty of mining adjusts approximately every two weeks to maintain an average block time of 10 minutes. If there is a sudden increase in the overall hashrate of the network, the difficulty may rise, making it more challenging for miners to solve cryptographic puzzles and earn rewards.
f) Operational Costs Risk: the cost of electricity, cooling, maintenance, and hardware can impact the profitability of mining operations. Fluctuations in energy prices or unexpected maintenance issues can lead to increased operational costs.
g) Hardware Risk: mining hardware, especially ASIC (Application-Specific Integrated Circuit) mining equipment, is subject to wear and tear. mining equipment face the risk of hardware failures, malfunctions, or becoming obsolete due to technological advancements.
h) Mining Pool Fees Risk: we charge mining pool fees to participants of the mining pools for the management of the pools. The payout rewards for the computational power that participants provide for the mining pool would depend on the applicable payout models (PPS, PPS+, FPPS, PPLNS or SOLO) and the corresponding Mining Pool Fee rate. These fee rates can vary from pool to pool, and it is essential to consider them before joining. Some pools may also have minimum payout limits, which can be a disadvantage for small miners.
i) Regulatory Risk: regulatory environments for cryptocurrency and Bitcoin Mining vary globally. Changes in regulations or new legal requirements could impact the legality, feasibility, and profitability of mining operations. You need to stay informed about regulatory developments in their respective jurisdictions.
j) Technological Risk: Bitcoin is based on technology, and there is always a risk of technical vulnerabilities or software bugs. While the Bitcoin protocol has proven resilient, unexpected technical issues could impact the network or mining operations.
k) Market Competition: the mining landscape is competitive, and miners must compete with each other to solve blocks and earn rewards. As the number of miners increases, competition for block rewards becomes more intense, potentially affecting the profitability of individual miners.
l) Network and Information Security Risk. the security of the Bitcoin network relies on the decentralized nature of mining. If a single entity or a group of entities controls a significant portion of the network's hashrate, it could pose a security risk, such as the potential for 51% attacks. You also agree and acknowledge that the use of telecommunications and data communications networks and the internet may not be secure and that connection to and transmission of data and information over the internet and such facilities provide the opportunity for unauthorized access to wallets, computer systems, networks and all data stored herein. Information and data transmitted through the internet or stored on any equipment through which information is transmitted may not remain confidential and we do not make any representation or warranty regarding privacy, security, authenticity, and non-corruption or destruction of any such information. We do not warrant that the Mining Services or the use of the Mining Services will be uninterrupted, error-free, or secure. We shall not be responsible for any adverse consequence or loss whatsoever to your use of the Mining Services or the internet resulting from such risks. Use of any information transmitted or obtained by you from us is at your own risk. We are not responsible for the accuracy or quality of information obtained through its network, including as a result of failure of performance, error, omission, interruption, corruption, deletion, detect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of information or facilities, or malfunctioning of websites. We do not control transmission of computer viruses, communication line failures, theft or destruction or unauthorized access to, alteration of, or use of information or facilities, or malfunctioning of websites.
m) Others. we shall have no responsibility or liability for: (a) events or circumstances beyond our reasonable control, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any digital asset or Bitcoins market or system, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, acts of war, revolution, riots or terrorism or other similar Force Majeure Events; (b) any error by any Customer; (c) any error by any Third Party Mining Pool Operator; (d) the insolvency of, or acts or omissions by, a digital asset or Bitcoins trading platform or market or the issuer or distributor of any digital asset or Bitcoins; (e) any error, or any loss, destruction, corruption or other inability to use or transfer any Bitcoins caused by the applicable blockchain or any other technology used to implement or operate any digital assets or Bitcoins, or other circumstances beyond our reasonable control; (f) any delay or failure of any digital asset or Bitcoins issuer or distributor, the developer or operator of any technology used to implement or operate any digital assets or Bitcoins, or any broker, agent, intermediary, bank or other commercially prevalent digital asset or Bitcoins payment or clearing system to provide any information or services required in order to enable our performance hereunder; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to Bitcoins or any particular digital asset; (h) the effect of any provision of any law or regulation of Hong Kong, or any other country, or political subdivision thereof or of any court of competent jurisdiction, and (i) any other matters for which we are not responsible under these Terms and Conditions for Use of Mining Services.

15.1 Disclaimers. To the extent permitted by applicable laws, each Party, its Affiliates and its and their third party licensors and service providers each expressly disclaims all representations and warranties concerning the Mining Services, whether oral or written, including without limitation warranties of accuracy, timeliness, completeness, results, and the implied warranties of non-infringement, merchantability and fitness for a particular purpose, even if the Party, its Affiliates and its and their third party licensors or service providers have been informed of such purpose, or any representations and warranties arising from course of performance, course of dealing, or usage of trade. You, your Affiliates and any of your third party licensors and service providers shall not be responsible for any use of the Mining Services or Bitcoins by us or others.

15.2 Limitation Of Liability. SUBJECT TO SECTION 15.2 (EXCEPTIONS), EXCEPT AS SPECIFICALLY STATED OTHERWISE IN THESE TERMS AND CONDITIONS FOR USE OF MINING SERVICES, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) LOST PROFITS; (II) LOSS OF BUSINESS; (III) LOSS OF REVENUES; (IV) LOSS, INTERRUPTION OR USE OF DATA OR LOSS OF USE OF MINING HARDWARE; (V) ANY CONSEQUENTIAL OR INDIRECT DAMAGES; OR (VI) COST OF COVER, ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT THAT ANY SUCH LOSS OR DAMAGES ARISES OUT OF SUCH PARTY’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. THE LIMITATIONS SET FORTH HEREUNDER WILL APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY.

In addition to any Force Majure Event, you are expressly not entitled to any compensation in the event of an interruption of Mining Services and/or damages to the Mining Hardware due to the Mining operations (e.g. due to lack of network connections or lack of power sources).

15.3 EXCEPTIONS. Nothing in these Terms and Conditions for Use of Mining Services excludes or limits either Party’s liability or otherwise limits a Party’s remedies for any of the following:
a) death or personal injury resulting from its negligence or the negligence of its Affiliates in connection with these Terms and Conditions for Use of Mining Services; and
b) matters for which liability cannot be excluded or limited under applicable laws.

16.1 You shall indemnify, defend, and hold harmless us, our Affiliates, successors and assigns, and each of our respective officers, directors, employees, shareholders, legal representatives, and agents (the “Our Indemnified Parties”), from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys’ and professionals’ fees and court costs) (“Losses”) arising out of any third-party claim, suit, action, investigation, demands or proceeding (“Claim”) based on or arising out of (a) your use of the Bitcoins Mining Revenue; and (b) your breach of these Terms and Conditions for Use of Mining Services; provided, however, that (i) we shall have promptly provided you with written notice thereof and reasonable cooperation, information, and assistance in connection therewith (except that the our failure to do so will not relieve you of its obligations under this Section 16.1 (Indemnification) except to the extent that you are materially prejudiced by such failure), and (ii) you shall have sole control and authority with respect to the defense, settlement, or compromise thereof; provided that our reasonable consent to any such settlement or compromise shall be required unless it includes a full release of liability for all Our Indemnified Parties and does not purport to impose any objections on any such Our Indemnified Party. We shall be entitled, at our own expense, to participate in the defense of any claim subject to this Section 16.1 (Indemnification) through counsel of our own choosing, and you shall provide us with reasonable cooperation and assistance in such defense.

16.2 We shall indemnify, defend, and hold harmless us, from and against any Losses arising out of any Claim based on or arising out of (a) our breach of these Terms and Conditions for Use of Mining Services; and (b) the negligent or intentional acts, including any infringement of a third party’s Intellectual Property Rights, of any Our Indemnified Parties, vendors, or other service providers; provided, however, that (i) you shall have promptly provided the Service Provider with written notice thereof and reasonable cooperation, information, and assistance in connection therewith (except that your failure to do so will not relieve us of our obligations under this Section 16.2 (Indemnification) except to the extent that we are materially prejudiced by such failure), and (ii) we shall have sole control and authority with respect to the defense, settlement, or compromise thereof; provided that your reasonable consent to any such settlement or compromise shall be required unless it includes a full release of liability for you and does not purport to impose any objections on you. You shall be entitled, at your own expense, to participate in the defense of any claim subject to this Section 16.2 (Indemnification) through counsel of your own choosing, and we shall provide you with reasonable cooperation and assistance in such defense.

These Terms and Conditions for Use of Mining Services shall commence at the time when you are notified by us that the delivery of the Mining Hardware to your chosen Hosting Location has commenced. Unless otherwise as determined by us, the minimum contract period for these Terms and Conditions for Use of Mining Services is 12 months (“Minimum Contract Period”) and shall last for an indefinite period until its termination in accordance with the terms set forth in these Terms and Conditions for Use of Mining Services (the “Term”).

18.1 If you default in any payment due to us (pursuant to the applicable Monthly Cost Invoice), breaches any provision of these Terms and Conditions for Use of Mining Services in whole or in part, becomes insolvent, files a petition for bankruptcy or commences or has commenced against you proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, or in the event of a Force Majeure Event, we may, at our sole discretion, do any or all of the following without prejudice to any other rights we have under these Terms and Conditions for Use of Mining Services and/or the law of equity and with or without notice to you including but not limited to:

a) vary the payment terms so that all monies outstanding under the applicable Monthly Cost Invoice become immediately due and payable on demand;

b) shut down your Mining Hardware deployed to the Mining Pool. In any event, we reserve the right to keep your Mining Hardware deployed and connected to the Mining Pool for the purpose of generating Bitcoins (i.e. block subsidy/reward and/or transaction fee). In this case, you are not entitled to any Bitcoins Mining Revenue;

c) cease or terminate performance under these Terms and Conditions for Use of Mining Services and the applicable Standard Mining Service Invoice and/or other contracts between you and us; and/or

d) terminate these Terms and Conditions for Use of Mining Services in its entirety.

18.2 Notwithstanding of provisions of Section 18.1 (Termination) and subject to Section 20 (Pledge) hereunder and the Minimum Contract Period, either Party may terminate these Terms and Conditions for Use of Mining Services (i) immediately at any time upon the written mutual agreement of the Parties; or (ii) by either Party giving to the other Party not less than one (1) month’ notice of termination in writing.

18.3 Termination of these Terms and Conditions for Use of Mining Services and the applicable Standard Mining Service Invoice against you shall be without prejudice to any right that may have accrued to us under these Terms and Conditions for Use of Mining Services and/or the law of equity.

19.1 On termination of these Terms and Conditions for Use of Mining Services pursuant to Section 18 (Termination), unless such things are needed by it to perform its obligations under these Terms and Conditions for Use of Mining Services:

a) each Party shall, and shall use all reasonable endeavours to procure that its representatives shall, immediately but no later than fifteen (15) days after termination of these Terms and Conditions for Use of Mining Services return or destroy (as directed in writing by the other Party) any documents, handbooks, or other information or data provided to it by another Party for the purposes of these Terms and Conditions for Use of Mining Services. If reasonably required by another Party, the other Party shall provide written evidence (in the form of a signed letter no later than fifteen (15) days after termination of these Terms and Conditions for Use of Mining Services) that these have been destroyed and that they have not retained any copies of them;

b) all of your rights under these Terms and Conditions for Use of Mining Services shall terminate and you shall be entitled to the possession of the Mining Hardware and the Bitcoins Mining Revenue;

c) notwithstanding anything to the contrary in these Terms and Conditions for Use of Mining Services, we shall have the right to purchase the Mining Hardware from you at a price agreed upon between the Parties. If you insist to retrieve your Mining Hardware, we will have your Mining Hardware sent to you to the delivery location/address designated by. You are obliged to pay any and all costs and expenses relating to the disassembly of your Mining Hardware and the delivery of such Mining Hardware. Delivery will only be made if an advance payment of all relevant costs and expenses has been made to us; and/or

d) The General Terms shall continue to be applicable.

19.2 The provisions of Sections 1 (Definitions), 9.2c) (Payment Due Date), 12 (Title and Ownership), 15 (Disclaimer of Warranties, Limitation of Liability), 16 (Indemnification), 19 (Consequences of Termination), 20 (Pledge) and 22 (Conflict with the Service Invoice Terms in these Terms and Conditions for Use of Mining Services shall survive the expiration or termination of these Terms and Conditions for Use of Mining Services.

20.1 In consideration of you having agreed to accept these Terms and Conditions for Use of Mining Services, you hereby pledge the Mining Hardware and all interests therein together with the related certificates and/or documents (the “Mining Hardware Securities”) to us and we hereby accept all interests in the Mining Hardware Securities to secure the performance of all of your obligations under Section 9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services. The said Mining Hardware Securities shall include all the Mining Hardware Securities deposited from time to time (in addition, substitution or replacement thereof) with us as security for due performance and fulfilment of all engagements, commitments, operations, obligations or liabilities of the Customer under Section  9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services.

20.2 You declare and assure that all Mining Hardware Securities are in existence, and will continue to be in existence for the duration of these Terms and Conditions for Use of Mining Services and declares that the Mining Hardware Securities are owned by you and free from any prior charge, lien, encumbrance or not in any lock-in period and further that all the Mining Hardware Securities over which pledge may be created in future would be in existence and owned by you at the time of creation of such pledge and that all Mining Hardware Securities will be unencumbered, absolute and disposable property.

20.3 You shall not without our written permission, create any charge, lien or encumbrance of any kind upon or over the Mining Hardware Securities hereby pledged to us. You further agree that you shall not permit any charge, lien or encumbrance to be created and shall not do or allow anything to be done that may prejudice the Mining Hardware Securities while they remain liable to us, in any manner, without our prior written permission.

20.4 If you have failed to perform and/or fails to fulfil its obligations or liabilities under Section 9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services, we agree to give written notice of this to you. Upon the expiration of fourteen (14) days from the date of such notice, we shall be empowered or entitled to invoke the pledge, and either to exercise as to any or all of the Mining Hardware Securities all the rights, powers and remedies of an owner or to sell, dispose of or otherwise effect any other transfer of the Mining Hardware Securities in such manner as we may deem fit. Our decision as to your obligations or liabilities under Section 9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services and the amount claimed shall be final and binding on you. You agree that the prescribed fourteen (14) day notice mentioned above shall be deemed to be a reasonable notice.

20.5 You shall be released from your obligations/liabilities/commitments under this Section 20 (Pledge) only when we inform you in writing.

20.6 This Section 20 (Pledge) shall be a continuing security to us for the Term of these Terms and Conditions for Use of Mining Services and shall not be considered as satisfied or discharged by any intermediate payment or satisfaction of the whole or any part of any sum of money as aforesaid due from you under Section 9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services.

20.7 This Section 20 (Pledge) shall create a continuing security interest in the pledged Mining Hardware Securities as collateral for the obligations or liabilities due from you under Section  9.2 (Monthly Mining Costs) of these Terms and Conditions for Use of Mining Services and shall be binding on you, your successors and assigns, and inure to our benefit; no other person shall have any interest or any right or benefit with respect to the pledged Mining Hardware Securities.

20.8 The delivery of all certificates and/or documents representing the Mining Hardware Securities pursuant to this Section 20 (Pledge) shall create a valid and perfected first priority security interest in the Mining Hardware Securities.

21.1 Our obligations under these Terms and Conditions for Use of Mining Services shall be suspended where we become unable to carry out that obligation in whole or in part, as a result of any Force Majeure Event. We shall not be responsible for any failure to perform, and will not be liable to you for any damages to you, as a result of any Force Majeure Event. “Force Majeure Event” means any event that is beyond our reasonable control, including any one or more of, but not limited to, unforeseeable disruption or breakdown of cryptocurrency markets (or other related financial markets), accidents, breakage or failure of machinery or apparatus, shortage of manufacturing capacity, withdrawal of business license by the Government, acts of war, acts of God and acts of Government, riots, terrorism, sabotage and other labour stoppages, national disasters such as flood and typhoon, fire, inability to obtain fuel, power, raw materials, container or transportation facilities, issues with technology suppliers, issues with import/export restrictions, disease, epidemic or pandemic (where a disease, epidemic or pandemic has been declared at our operational locations by the relevant authority or the World Health Organization), unforeseeable lack of electricity supplies, blackouts, brownouts, power shortages, government regulations, weather (including blizzards and other similar items), and any other causes outside of our reasonable control affecting our operations or operations of our suppliers or service providers (including Third Party Mining Pool Operator).

21.2 In any such Force Majeure Event, we shall be entitled to a reasonable extension of our obligations. If the situation in question prevails for a continuous period in excess of three months, we and you shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. Notwithstanding of the above, we have the right to terminate any and all performance under these Terms and Conditions for Use of Mining Services in the event of a Force Majeure Event that prevents performance, or if performing is impractical, or will result in a failure to comply with applicable law, regulation, order or requirement. However, a Force Majeure Event does not warrant you to delay any payment for any Monthly Cost Invoice by you.

21.1 Our obligations under these Terms and Conditions for Use of Mining Services shall be suspended where we become unable to carry out that obligation in whole or in part, as a result of any Force Majeure Event. We shall not be responsible for any failure to perform, and will not be liable to you for any damages to you, as a result of any Force Majeure Event. “Force Majeure Event” means any event that is beyond our reasonable control, including any one or more of, but not limited to, unforeseeable disruption or breakdown of cryptocurrency markets (or other related financial markets), accidents, breakage or failure of machinery or apparatus, shortage of manufacturing capacity, withdrawal of business license by the Government, acts of war, acts of God and acts of Government, riots, terrorism, sabotage and other labour stoppages, national disasters such as flood and typhoon, fire, inability to obtain fuel, power, raw materials, container or transportation facilities, issues with technology suppliers, issues with import/export restrictions, disease, epidemic or pandemic (where a disease, epidemic or pandemic has been declared at our operational locations by the relevant authority or the World Health Organization), unforeseeable lack of electricity supplies, blackouts, brownouts, power shortages, government regulations, weather (including blizzards and other similar items), and any other causes outside of our reasonable control affecting our operations or operations of our suppliers or service providers (including Third Party Mining Pool Operator).

21.2 In any such Force Majeure Event, we shall be entitled to a reasonable extension of our obligations. If the situation in question prevails for a continuous period in excess of three months, we and you shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable. Notwithstanding of the above, we have the right to terminate any and all performance under these Terms and Conditions for Use of Mining Services in the event of a Force Majeure Event that prevents performance, or if performing is impractical, or will result in a failure to comply with applicable law, regulation, order or requirement. However, a Force Majeure Event does not warrant you to delay any payment for any Monthly Cost Invoice by you.

If there is a conflict between these Terms and Conditions for Use of Mining Services and the applicable Service Invoice Terms, these Terms and Conditions for Use of Mining Services shall control when you subscribe and use our Mining Services.

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any significant changes to these Terms will be effective fourteen (14) days after posting such notice. Continued use of Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.