CryptoStar Corp. (TSXV:CSTR) Miner Purchase and Hosting Agreement
Last Updated: January 29, 2021
Accepting this Agreement
This Agreement was last updated and is effective as of the date noted above. We reserve the right to update this Agreement at our sole and absolute discretion and without notice. You are responsible for periodically checking the Agreement for changes. If you continue to use the Services following the posting of any changes to the Agreement, you agree to be bound by those changes. If you do not agree with the amended version of the Agreement, you may choose to discontinue using the Services.
Please review this Agreement carefully. If you cannot accept the risks, you shall not use the Services provided by Provider hereunder.
Digital currency is a high-risk investment product: digital currency itself is not issued by any financial institution or company. The digital currency market is new and has not been confirmed yet. The value of digital currency fluctuates drastically. If you buy, sell, hold or mine digital currency with computing hardware equipment (hereinafter referred to as “Miner”), it may lead to a large risk of financial loss and it is not suitable for most people. When we provide you with the Services under this Agreement, it is assumed that you are a professional with good knowledge of the digital currency industry and understanding of the risks associated with digital currency-related equipment (including without limitation “Miners”) and services (including without limitation Services). This Agreement and any service provided by Provider shall not constitute any investment advice we offer to you.
The Value of Miner Purchase and Hosting
You agree and understand that the value of the Miners and Services provided by Provider (and the value of the mined digital currency) may be affected by many factors beyond Provider’s control, including without limitation: mining difficulty, change of other mining parameters/attributes, market price change of digital currency, hardware (e.g. Miner) obsoleteness and hardware depreciation. You agree and acknowledge that Provider will not provide any warranty for the future earnings available from your using the Services under this Agreement. Any earnings or rate of earnings (or rate of return) related to the future mentioned in this Website is only an expectation and an assumption. The amount of your actual earnings will be affected by the market price of digital currency, the luck of your mining pool, and the actual percentage of service fee charged by the mining pool. You understand that if there is a significant drop in the market price of digital currency, you will likely suffer financial losses.
Confirmation of Location and Citizenship
Before you use our services, please confirm that you are not located in or a citizen from a restricted jurisdiction, including without limitation Belarus, Central African Republic, People’s Republic of China, Democratic Republic of Congo, Eritrea, Hong Kong, Iran, Iraq, Lebanon, Libya, Mali, Myanmar, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Tunisia, Ukraine (linked to Russia’s ongoing violations of Ukraine’s sovereignty and territorial integrity), Venezuela, Yemen, Zimbabwe and please confirm that your country or region allows you to use our Services. You will assume all legal risks and liabilities resulting from the provision of the Services and confirm that the provision of such services is legal in your country/region.
For the purposes of this Agreement, the following terms shall be defined as follows:
1.1 With respect to a person, “Affiliate” shall mean any entity or individual that controls, is controlled by or under control with the person directly or indirectly through one or more intermediaries.
1.2 “Applicable Law” shall mean any applicable law, regulation, rule, judgment, order, decree, ruling or other restrictions issued by any government, government agency or court.
1.3 “Force Majeure” shall mean any event or circumstance beyond a Party’s reasonable control that delays or prevents the Party from fulfilling any of its obligations under this Agreement, including (to the extent that event or circumstance delays or prevents the Party from fulfilling its obligations) war (whether or not declared), terrorist action, destruction, blockade, fire, lightning, Act of God, national strike, riot, suppression, civil unrest, quarantine control, epidemic, earthquake, landslide, avalanche, flood, hurricane, explosion, regulatory, administrative or similar action or delay in taking action by any government agency.
1.4 “Miner and Hosting Package Purchase Fee” shall mean the fee charged by Provider for the Mining Hardware and hosting fees.
1.5 “Hosting Fees“ shall mean the fees included in the Miner and Hosting Package Purchase Fee for the provision of the required space and power (including operation and maintenance fees) charged by Provider.
1.6 “Warranty Period“ shall mean 12 month warranty applicable to the Miner hardware.
1.7 “Repair Fee” is also known as the repair and management fee charged by Provider for Miner repair – after the Warranty Period has expired, shelf/off-shelf, transfer and other service. Before providing the service to you, Provider will provide the Repair Fee via our support system.
1.8 “Taxes” shall mean the import tariff, tariff fee, customs duty, sales tax or/other taxes.
1.9 “Hosting Cost” shall mean the Hosting Fee and the Repair Fee collectively.
1.10 “Shipping Fee” shall mean the shipping and service fee charged by Provider if the Customer chooses to have the Miner(s) shipped after the termination of the Agreement.
2. Purchase and Selected Mining Pool
a) Customers are able to pay for packages via the BitPay payment platform when placing orders. BitPay supports payment in Bitcoin (BTC), Bitcoin Cash (BCH), Ethereum (ETH), 4 USD-pegged stablecoins (GUSD, USDC, PAX, and BUSD), and Ripple (XRP).
b) The Customer shall be fully responsible for the accuracy of the payment for the “Miner + Hosting Package” or the payment for new Hosting Fees, including without limitation: the destination account address (or the digital currency wallet), transferred amount and other payment details. Any loss arising from an incorrect payment caused by Customer’s error (e.g. by transferring digital currency to an incorrect address) shall be solely borne by the Customer.
c) Upon receipt of payment in full, the Miners will be deployed within 10 business days. Provider will connect the Miners purchased to the designated mining pool, and the Customer will be able to view the mining information on the mining pool website on a real-time basis.
d) You hereby agree and understand that, after the Miner is connected to your own mining pool account, the digital currency mined does not pass through Provider, and is sent directly by the mining pool to the digital currency wallet address designated by Customer. You shall ensure that the wallet address designated by you is suitable to receive such digital currency. If any mining revenue loss arises from any limitation of the wallet address designated by you to receive mining revenue, the Provider shall not bear any responsibility.
e) Mining pool payout times are subject to the transfer schedule set by the mining pool. You hereby agree and understand that Provider is not responsible for (and does not control) any transfer of digital currency.
3. Hosting Termination
a) Under the following circumstances, Provider shall have the right to terminate the hosting of the Miners:
(i) The mining site where the Miners are located is out of service or cannot operate normally for a long time due to reasons beyond Provider’s reasonable control (e.g. site unavailability, power outage, network failure, etc.); or
(ii) Other Force Majeure factors, for which Provider believes that the hosting shall be terminated.
(iii) If Provider terminates the hosting pursuant to clause (a) above, Provider will send a Liquidation and Settlement Notice to the Customer via email. After receiving the notice, the Customer may either request and authorize Provider (and Provider’s affiliates) to sell the Miners at the notified price or request to have the Miners shipped to you.
(iv) If you choose to have the Miners shipped to you, you shall send an application to email@example.com within 7 days after the Liquidation and Settlement Notice is sent by Customer. Any failure to submit such an application within 7 days shall constitute your agreement to request and authorize Provider to sell the Miners at the notified price provided by Provider. You agree that you will log in to your email box registered with Provider at least once a week, so that you can respond in a timely manner to any Liquidation and Settlement Notice sent to you by Provider. If the hosting is terminated by Provider pursuant to clause (a) above, and the Customer chooses to have the Miners shipped, the Customer shall pay Provider a Liquidation and Shipping Fee equal to 20% of the market price of the Miners plus 100% of the shipping amount.
(v) If Customer chooses to authorize Provider (and its affiliates) to sell the Miners at the notified price, Provider (and its affiliates) will return the selling price amount to the Customer within 10 business days after the successful sale of the Miners.
4. Restrictions, Obligations, Representations and Warranties
During the term of this Agreement, you represent and warrant to Provider that:
a) If you are a natural person, you shall have reached the age of majority in your jurisdiction of residence and have full legal capacity for civil conduct;
b) If you are an entity, you are established legally and exist validly in good standing according to the laws and regulations of the jurisdiction where you are located;
c) You accept and use the Service provided by Provider in compliance with Applicable Laws in your country/region and do not violate your obligations to any other third party;
d) The source of funds you use to pay for our Service has not been obtained through illegal means under Applicable Laws;
e) You have the required right to use the Service provided by Provider and perform related obligations; this Agreement and related orders are valid and binding on you;
f) The information you provide to us (including without limitation registration information) is true, accurate and complete. If there is any change in such information, you will notify us immediately.
g) You use our Services only on your behalf, and you will not use our Services on behalf of or for the benefit of any third parties. Without Provider’s prior consent, you will not register more than one account on this Website.
4.1 KYC/AML Requirements
You understand and agree that for purposes of KYC (“Know Your Customer”) and anti-money laundering (“AML”), etc., Provider has the right to require you to provide your personally identifiable information and related financial information. You confirm that you will submit true, accurate information to us. You agree that Provider reserves the right to impose certain restrictions on your account and/or suspend or terminate your use of the Services based on the information you provide, Provider’s compliance obligations and internal risk control policies.
4.2 Account Security
You shall be fully liable for the security of your account password (or other security devices). Any application or order submitted through your account is deemed to have been executed and agreed upon by yourself. If your account, password or other information is used fraudulently or illegally due to your negligence, we are not responsible for any risks and losses arising therefrom. If you suspect that your account, password or other information has been fraudulently or illegally used, you shall notify us immediately.
You agree to assume all tax obligations arising from your purchase of Miners and the use of the Services provided by Provider.
a) You shall not use any Service provided by Provider:
(i) To support, instigate or participate in any terrorist activity;
(ii) To participate in any money laundering activity; or
(iii) To participate in any other activities against Applicable Laws.
b) You shall not participate in any activity that may affect the Service provided by Provider and/or the security of this Website.
c) You shall not use any method to block your Internet traffic and IP address (e.g. Proxy, Tor, VPN, etc.) or use other technical services that hide Customer’s true Internet connection.
d) Without Provider’s prior written authorization, you shall not conduct any activity in the name of Provider.
e) You hereby promise and guarantee that your use of the Service provided by Provider will not impair Provider’s reputation or cause Provider to bear legal liabilities or other penalties, fines or sanctions.
f) If you violate the provisions of this Article 4.4, Provider shall have the right to immediately suspend or terminate the Services provided to you, and shall have the right to take all necessary legal measures to the extent permitted by Applicable Laws.
The Provider hereby grants you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license during the term of this Agreement to use the Services we provide under this Agreement. The Provider or its licensor reserve all rights, titles and interests in and to the Service, including all source code, object code, data, information, and their copyright, trademark, patent, invention and trade secrets, as well as all other rights not expressly granted to you under this Agreement. This Agreement does not constitute a waiver of any Provider’s rights under the intellectual property law of Ontario, Canada or any other jurisdiction or any other federal, state or foreign law.
For any data or information that we provide to you during the period in which you use our Service, you agree:
a) That such data or information is only used for the purpose specified in this Agreement and in compliance with all Applicable Laws;
b) Not to transfer, transmit, display or otherwise disclose or make available such data or information to third parties except required by Applicable Laws; and
c) Not to improve or modify such data or information, nor to use such data or information to make derivatives or use in combination with any other information without the Company’s prior written consent.
4.7 Limited Liability
a) You understand and acknowledge that the actual computing power of Miners will fluctuate due to unstable factors such as network and Miners’ power, and therefore Provider does not represent that the Miners hosted by us will function with 100% stability. Provider shall not be liable for compensation if the mining process is suspended or terminated (or the computing power drops to zero) due to the reasons beyond Provider’s reasonable control, including but not limited to insufficient power supply, mining pool maintenance and other Force Majeure events.
b) Provider shall not be liable for the following matters and the losses incurred to Customer due to the following matters:
(i) Loss of profits;
(ii) Service interruption or suspension not caused by Provider’s wilful misconduct;
(iii) Damage or loss of information/data not caused by Provider’s wilful misconduct;
(iv) Implementation or change of laws, regulations and policies;
(v) Losses caused by Customer’s fault or violation of this Agreement (including without limitation providing inaccurate information to Provider, leaking password to a third party, etc.); and
(vi) Other events beyond Provider’s control.
c) Without duplication of any other rights to recovery or indemnity set forth in this Agreement, you shall compensate the Provider for any losses, liabilities, claims, allegations, actions, litigations or expenses (collectively “Losses”, including reasonable attorney’s fees) caused by your violation of this Agreement, and hold the Provider harmless from such Losses. Under no circumstances will the Provider, its affiliates or their respective officers, directors, agents, employees or representatives bear any special, incidental, indirect or consequential damages or profit losses related to this Agreement to you or any third party.
d) If the Provider is prevented from performing its obligations under this Agreement by any Force Majeure event, it shall not be liable to the Customer for any damages or liabilities arising from or caused by such event.
e) In any case, Provider’s total liability (if any) to Customers under this Agreement shall not exceed the total fees paid by the Customers to Provider within the 12 month period before the occurrence of the liability.
5.1 Term and Termination
The term of this Agreement shall commence from your use of the Service provided by Provider until Provider or you propose to terminate this Agreement and will not relieve you from your liability for breach of this Agreement.
5.2 Revision of Agreement
Provider may revise this Agreement any time by publishing the revision on this Website or providing you with a copy of the revision (the “Revised Agreement”). The Revised Agreement shall come into force as of the time when it is published, but is not retroactive.
5.3 Applicable Law
This Agreement shall be governed by the laws of the Ontario, Canada without considering the conflict of law principles.
5.4 Successors and Assignment
You shall not transfer any of your rights or obligations hereunder to a third party without Provider’s written consent. Provider may assign its rights and obligations hereunder to third parties based on its operational needs, provided that such assignment shall not affect your rights and interests under this Agreement.
5.5 Delay or Negligence
Any delay or failure in excising rights or powers in response to any of your breach of contract shall not prejudice Provider’s exercise of any rights or powers, nor shall it be construed as a waiver or acceptance of any breach of contract.
If any provision of this Agreement is held illegal, invalid or unenforceable, the other provisions hereof shall remain in full force.
5.7 Dispute settlement
If there is any dispute between both Parties when performing this Agreement and if the negotiation fails, either Party may submit the dispute for arbitration in Ontario, Canada, and the dispute will be settled in accordance with the Rules in effect at the time of submission. The award of arbitration shall be final and binding upon both Parties. The arbitration costs shall be borne by the losing Party unless otherwise ruled. The losing Party shall also bear the winning Party’s attorney fees and other expenses.
All terms and conditions of this Agreement that should survive any expiration or termination hereof by their nature shall survive such expiration or termination.