No products in the cart.
0
No products in the cart.
0
TERMS & CONDITIONS
YOU HAVE THE RIGHT TO ENTER AND USE THE WEBSITE AND THE SERVICES, ONLY AS LONG AS YOU AGREE TO AND ACTUALLY COMPLY WITH THE TERMS OF USE. BY USING THE WEBSITE, YOU AGREE TO ACCEPT AND COMPLY WITH THE TERMS AND CONDITIONS STATED HEREIN.
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THIS WEBSITE OR PLACE AN ORDER FOR ANY PRODUCTS OR SERVICES.
IF YOU DO NOT AGREE WITH THE TERMS OF PAYMENT PLAN AGREEMENT INCLUDED BELOW, DO NOT PLACE AN ORDER FOR ANY PRODUCTS OR SERVICES THAT HAVE PARTIAL DOWN PAYMENT AND INSTALLMENT PAYMENTS.
SCOPE & APPLICATION:
THESE TERMS AND CONDITIONS OF SALE ( “TERMS”) APPLY TO ALL OFFERS, SALES AND PURCHASES OF THE PRODUCTS OR SERVICES (“PRODUCTS”) VIA THE COINTERRA MINING WEBSITE (“WEBSITE”), EMAIL, APPLICATION, TELEPHONE OR IN PERSON WHICH ARE SOLD BY COINTERRA INC., DBA COINTERRA MINING (“CM”) OR ITS AFFILIATES. CM RESERVES THE RIGHT TO AMEND OR UPDATE THESE TERMS AT ANY TIME BY POSTING SUCH AMENDED OR UPDATED TERMS ON THE WEBSITE. YOUR ACCESS TO AND USE OF THE WEBSITE IS ALSO SUBJECT TO OUR PRIVACY POLICY.
REFERENCES TO (A) “US”, “WE” OR “OUR” IS CONSTRUED TO MEAN CM, OR ITS AFFILIATES, AND (B) “YOU” OR “YOUR” “CLIENT” OR “CLIENTS” IS CONSTRUED TO MEAN THE PURCHASER OF THE PRODUCT OR SERVICES THROUGH THE WEBSITE.
This Agreement takes effect when you click an acceptance button (e.g. “I Accept”), check box presented with these terms, or when you use any of the Service offerings, whichever is earlier (the “Effective Date”). You represent to CM that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company or organization Client works for or on behalf of, you represent to CM that you have legal authority to bind that entity.
BEFORE EXECUTING A TRANSACTION ON THE WEBSITE, YOU SHOULD REVIEW THE TERMS AND CONDITIONS, AS THEY MAY BE UPDATED FROM TIME TO TIME. CHANGES TO THE TERMS WILL APPLY SEVEN DAYS AFTER THEIR PUBLICATION ON THE WEBSITE FOR EXISTING CLIENTS AND IMMEDIATELY FOR NEW CLIENTS. CONTINUED USE OF THIS WEBSITE AND SERVICES MEANS THAT YOU AGREE TO OUR NEWEST TERMS.
OFFER AND ACCEPTANCE
By executing this Agreement, you, the Client makes CM an irrevocable offer to purchase Services. Once CM has determined, in CM’s sole and absolute discretion that CM is prepared to provide the Client with Services under the Terms of this Agreement, CM will inform the Client of the acceptance and provide the Client with a Service commencement date.
WHEREAS, CM has made available certain computing services and related services, including options or additional services ordered by Client, (hereinafter collectively called “Services”); and
WHEREAS, Client desires to use the Services to perform Bitcoin mining on computing hardware owned and maintained by CM;
NOW THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:
1. Bitcoin Mining Services
The Client has ordered, and CM agrees to provide (upon acceptance of Client’s request), the Services including the use of specific computational power selected by the Client (“Client Mining Capacity”). Upon commencement of Services, CM will allocate bitcoin mining computational power equal to the Client Mining Capacity, for Client’s use in mining bitcoins. As part of the Services, CM will:
(a) Configure, install, house, maintain, upgrade, monitor, modify and operate the computing equipment, server(s), operating software, network equipment and components (collectively, “CM’s Systems”);
(b) Secure and maintain connectivity with third-party telecommunication service providers, all as necessary to host and undertake mining (as defined below);
(c) Use its commercially reasonable efforts to operate CM’s Systems applying the Client Mining Capacity agreed between CM and the Client to produce bitcoins or fractions thereof; and
(d) Transfer the bitcoins, determined according to the formulae specified in Section 2 of this agreement, to the Client’s designated Bitcoin Wallet on a predetermined basis.
2. Bitcoin Transfers
(a) Daily account credits: Client’s share of bitcoins accrued for each day of the duration of the contract is calculated as follows:
A day is defined as a 24 hour period, 12.00 am to 11.59 pm based on UTC. For each day, the Bitcoin Network Difficulty is determined by extracting it from the last block in the blockchain whose timestamp falls on that day.
The amount of bitcoins credited for any Mining Contract valid on that day is:
(Hash rate of Mining Contract / Bitcoin Network Difficulty) * 47776.119 satoshis, rounded to full satoshis.
For example, for Sunday, May 11, 2014 when the Bitcoin Network Difficulty at the end of the day was 8,000,872,136, a Mining Contract of 2 TH/s would have been credited (2,000,000,000,000 / 8,000,872,136) * 47776.119 = 11,942,728 satoshis or 0.11942728 bitcoins.
(b) Explanation: The constant of 47776.119 satoshis is based on the formula: ( 25 bitcoins * 3600 * 24 / 4,295,032,833 ) * 0.95 = 47776.119 satoshis, where 25 bitcoins is the current reward for one block in the blockchain, 3600*24 is the number of seconds per day, 4295032833 is the average number of hashes required to solve a block at difficulty 1 (as defined in the Bitcoin protocol). The factor of 0.95 in the above formula incorporates a total combined fee of 5% to compensate CM for the risk of statistical variance in mining, risk of so-called orphaned blocks, scheduled maintenance downtime, mining pool operation or participation fee, and the management and maintenance fees. This formula will be recalculated when the reward for each block in the blockchain changes in 2016 and beyond.
(c) Payouts: Payouts happen on a weekly basis every Saturday for the balance accrued under the Mining Contract, unless the balance falls under the so-called “dust limit” of 5460 satoshis. Balances under 5460 satoshis are accumulated until they reach the dust limit and then paid out. CM reserves the right to combine multiple payouts which are to be made to the same payout address into one single transaction. For any full day that CM’s systems do not operate for reasons beyond CM’s control, as further described in Sections 5 and 15, CM may delay, reduce or cancel the payout for the affected period. CM does not guarantee to always pay out from freshly minted coins. For various reasons such as statistical variance in the generation of coins or downtime, CM reserves the right to pay out from other sources of coins.
(d) Payment priority under PPA: Notwithstanding the above, if the Client has entered into a Payment Plan Agreement (“PPA”) with CM or its affiliate, subject to the terms of the PPA, bitcoin payout will first be made to the holder of the PPA to satisfy Client’s obligations, and only then to Client’s wallet under subsection (c) above.
3. Term of Service
(a) Term and Cancellation Policy – The Agreement shall remain in full force and effect for a term equal to that indicated in the invoice. CM may immediately terminate or suspend the Services and this Agreement upon written notice for Client’s violation of this Agreement. Upon any termination of this Agreement, CM will not refund, and Client is not eligible for, any remaining portion of any fees that already have been charged.
(b) Effect of Termination – Should this Agreement be terminated for any reason, CM will not be liable to Client because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with Client’s business or opportunity, or for any other reason whatsoever resulting from such termination. Any termination of this Agreement shall not relieve Client of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by Client to CM as provided in this Agreement.
(c) All payments for Services by Client to CM are final. Client may not terminate or cancel the contract nor request a refund or reversal of payment at any time or for any reason.
4. Client Obligations
(a) The Client has the right to enter and use the website and the Services, as long as he/she agrees to and actually complies with the Terms. By using the website, the Client agrees to accept and comply with the Terms stated herein.
(b) The Client undertakes to read the entire Terms carefully before using the website or any of the services provided by CM.
(c) The Client undertakes to comply with any and all applicable laws and regulations related to the transactions.
(d) The Client warrants that he/she is the legitimate owner of the monetary sums he/she intends to exchange against a Mining Contract and that he/she does not infringe the rights of any third-party or applicable law.
(e) The Client undertakes not to use the Services, website or Mining Contract whether directly or indirectly, to perform any kind of illegal or criminal activity such as (but not limited to) money laundering, illegal gambling operations, financing terrorist organizations, malicious hacking, or negatively affecting the performance or operation of the website.
(f) The Clients must not use anonymous networks such as TOR to access CM’s website or Services.
(g) Any misuse of CM’s Services based on these Terms will result in the seizure of the bitcoins produced pursuant to the Client’s Mining Contract and any relevant funds.
(h) The Client agrees that CM’s Systems are operated at the sole discretion of CM.
(i) The Client agrees that CM’s Systems may be impacted by fault, error, malfunction, virus, exploit or other occasions that interrupt, howsoever, CM’s production of bitcoins including pursuant to the Client’s Mining Contract and while CM will use its commercially reasonable efforts to minimize and overcome such interruptions.
(j) Unless expressly authorized in writing by CM, Client is prohibited from reselling the Services acquired under this Agreement.
(k) The Client acknowledges that CM may retain one or more third-party service providers to supply the necessary facilities, equipment, and connectivity to provide the Services hereunder. Subject to the specific terms of this Agreement, CM retains sole right and control over the programming, implementation, operation, content and conduct on CM’s Systems.
(l) The Client is responsible for ensuring the operational validity and accuracy of its email address on-file with CM, and for regularly monitoring the on-file email account (regardless of any email filtering rules or processes in place) for communications from or interactions with CM.
(m) The Client undertakes to monitor all and any changes on his/her Account, including but not limited to balance matters.
(n) The Client is responsible for any and all damages caused and all liability actions brought against CM for infringement of third-party rights or violation of applicable laws.
5. CM Rights and Obligations
(a) CM undertakes to provide Services with the utmost effort, due care and in accordance with these Terms.
(b) CM’s responsibility shall be limited to using reasonable technical efforts to ensure the receipt of the bitcoins transferred.
(c) In the event that CM’s Systems are impacted by fault, error, malfunction, virus, exploit, malicious attacks such as DDOS attack, or other occasions that interrupt or reduce, howsoever, CM’s mining of bitcoins including pursuant to the Client’s Mining Contract, CM will use its commercially reasonable efforts to minimize and overcome such interruptions or reductions, and reserves the right to adjust the payout described in Section 2 for the affected time.
(d) CM is not responsible for any malfunction, breakdown, delay or interruption of the Internet connection(s), or for any reason resulting in CM’s website or Systems being unavailable offline at a given time, and reserves to adjust the payout described in Section 2 for the affected time.
(e) In the case of fraud or other illegal activity, CM undertakes to report all the necessary information, including names, addresses and all other requested information, to the relevant authorities dealing with fraud and breaches of the law. Client recognizes that their account may be frozen at any time and at the request of any competent authority investigating a fraud or any other illegal activity.
(f) In case of a breach of Terms by the Client, CM has the right to suspend Client’s Account and freeze all bitcoin sums contained therein.
6. Reservation of Rights
CM is the exclusive owner of and retains all right, title and interest (including, but not limited to, all property rights, copyrights, trademarks, patents, trade secrets, and any other tangible or intangible property rights thereto (collectively, “Proprietary Rights”)) to all materials, including but not limited to any computing hardware, software (in object code or source code form), data or information developed or provided by CM or its suppliers pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by CM to provide the Services to Client.
7. Process of Purchasing a Mining Contract
(a) CM offers Mining Contracts at the mining.cointerra.com website for hash rate suitable for bitcoin mining. The Client accepts the contract price offered by CM upon submitting a valid purchase request via the online form at the website. By submitting such a purchase request, payment will be processed and the Transaction is binding upon the Client. ALL PURCHASES ARE FINAL AND ARE NOT REVERSIBLE OR REFUNDABLE.
(b) Client’s obligation to remit Payment Amounts to CM or its assignee in accordance with the Agreement is absolute, unconditional, non-cancellable, independent, and shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason, including but not limited to, any termination of any Agreement, or performance of the System.
(c) It is Client’s responsibility to ensure that Client’s email address is valid and correct, that communication is safe and protected against third-party access, and that Client monitors his/her email address for communications from CM.
(d) CM will record the amount of bitcoins (or fractions thereof) produced pursuant to the Client’s Mining Contract, in the Client’s personal account from time to time. While CM will use its best efforts to ensure such records are accurate and up to date, CM makes no guarantee as to the accuracy of any such records and reserves the absolute right at its sole discretion to vary, correct or alter such records and the Client has no absolute right to the amount of bitcoins recorded on the Client’s personal account.
8. Security
(a) CM closely observes any activities that might relate to money laundering or any illegal activities. CM reserves the right to share Clients’ information with third-parties to ensure intended operations of the website and its security and compliance with the law.
(b) Client agrees that neither CM nor its suppliers shall, under any circumstances, be held responsible or liable for situations where the data stored or communicated through the Services are accessed by third-parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security exploits, gaps, weaknesses or flaws (whether known or unknown to CM at the time) which may exist in the Services.
(c) If the Client has any indication or suspicion of his/her CM Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorization or otherwise compromised, the Client must immediately change their password. The Client must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorized use of the Client’s CM Account, login details, password or other security features. Any undue delay in notifying CM may not only affect the security of the Client’s CM Account, but may result in the Client being liable for any losses as a result. If the Client suspects that someone else accessed his/her CM Account, the Client should also contact the police and report the incident. CM may suspend the Client’s Account or otherwise restrict its functionality on reasonable grounds relating to the security of the CM Account or any of its security features or if CM reasonably suspects that an unauthorized or fraudulent use of the Client’s CM Account has occurred or that any of its security features have been compromised. CM will notify the Client of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where CM is unable to do so, immediately after the suspension or restriction has been imposed, unless notifying the Client would be unlawful or compromise CM’s reasonable security interests. CM will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
9. Bitcoin Services
By purchasing a Mining Contract on CM website the Client acknowledges and agrees that:
(a) Client understands that the Bitcoin Network Difficulty in the blockchain can both increase and decrease over time. The increase or decrease in Bitcoin Network Difficulty impacts the rate at which bitcoins can be mined and may lead to diminishing returns on purchased hash rate over time.
(b) Client is responsible for protecting his/her Bitcoin Wallet, computer, connected devices, bank account, address and personal data against any theft, fraud, unauthorized access, or illegal activity;
(c) CM does not accept any responsibility for any loss or damage suffered by Client or any of Client’s authorized agents or representatives, in connection with a Mining Contract, whether directly or indirectly, and including where the Client provide CM with any false information;
(d) CM is not responsible for bitcoin transfers made from Client’s Bitcoin Wallets and Client and Client’s agents agree to release CM from all loss or damage suffered in connection with such bitcoin transfers whether directly or indirectly;
(e) CM has the right to refuse any order for any reason, which is at CM’s absolute discretion and Client hereby agree to release and indemnify CM in the exercise of that discretion.
10. Warranty Disclaimer
CM PROVIDES THE SERVICE “AS IS” AND WITHOUT WARRANTY BY CM, CM’S AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, MARKETERS ADVERTISERS OR SUPPLIERS (THE “OTHER ENTITIES”), AS APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, CM AND THE OTHER ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT OF THIRD PARTY RIGHTS. THERE IS NO WARRANTY, WHETHER BY CM OR THE OTHER ENTITIES, THAT THE SERVICE WILL MEET CLIENT’S REQUIREMENTS, OR THAT CLIENT’S ACCESS TO THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO CM OR THE OTHER ENTITIES, AS APPLICABLE. UNDER NO CIRCUMSTANCES WILL CM OR THE OTHER ENTITIES BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE OR CLIENT’S ACCOUNT. The materials appearing on CM could include technical, typographical, or photographic errors. CM may make changes to the materials contained on its website at any time without notice. CM does not, however, make any commitment to update the materials.
CM makes no guarantees, warranties or representations whatsoever as to the future value of any bitcoins produced; nor the rate at which bitcoins will be produced in the future applying particular hash rates.
11. Software
Where the Product supplied includes or embodies any Software (the “Software“), the Software is licensed by CM or by the relevant licensor/owner subject to the relevant end-Client license agreement or other license terms included with the Product and/or on the website (the “License Terms“). Except to the extent expressly provided by CM in writing or under the License Terms, the Software is provided “AS IS” without any warranties, terms or conditions as to quality, fitness for purpose, non-infringement, performance or correspondence with description and CM does not offer any warranties or guarantees in relation to the Software installation, configuration or error/defect correction. Client is advised to refer to the license terms for further information regarding the license and use of the Software.
12. Taxation
(a) The Client undertakes to pay all his/her taxes and duties, which can be resulted from the use of CM’s Services and should be paid according the Client’s state of residence regulations.
(b) CM is not responsible for any violation made by the Client due to his/her obligation to calculate and pay taxes and duties.
13. Limitation of Liability
IN NO EVENT SHALL CM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS, BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS WEBSITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (III) THE SERVICES FOUND AT THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF CM’s SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, (VIII) ANY VIRUSES, EXPLOITS, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS WEBSITE, AND/ OR (IX) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CLIENT’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, CLIENT SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN ADDITION, CLIENT SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL CM’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CLIENT’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN CM WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY AND IN NO EVENT WILL THOSE DAMAGES OR LIABILITY EXCEED THE GREATER OF $100 OR THE MINING CONTRACT FEE FOR THE MINING CONTRACT AT ISSUE.
14. Indemnity
The Client agrees to protect, defend, indemnify and hold harmless CM and its officers, directors, employees, agents, and third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by CM directly or indirectly arising from (i) the Client’s use of and access to this website or the Services found at this website; (ii) the Client’s violation of any provision of the Terms of Use or the policies or agreements which are incorporated herein; and/or (iii) the Client’s violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of the Terms or the Client’s use of this website or the Services found on this website.
15. Force Majeure
CM shall not be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure. Force Majeure includes delay or failure resulting from any cause beyond reasonable control, including act of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots or orders of government, malicious acts of sabotage (e.g., DDOS attacks), acts of terrorism, or war, equipment failure, system failure, material change to Law, or change in industry self-regulation regarding Bitcoin, bitcoin mining or associated services. If CM is unable to perform the Services outlined in the Terms due to factors beyond its control including but not limited to an event of Force Majeure, change of law or change in sanctions policy, CM will not have any responsibility to the Client with respect to the Services provided hereunder and for a time period coincident with the event. CM is also entitled, during events outside of CM’s control, to allocate the disruption or harm across a number of affected customers or Mining Contracts.
16. Dispute Resolution And Binding Arbitration
THE PARTIES HEREBY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT CLIENT WOULD HAVE IF THE CLIENT WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN CLIENT AND CM arising from or relating in any way to Client’s purchase of Product, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third-parties who are not signatories to this Agreement), CM’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Client must send CM a notice of any dispute within 180 days of Client discovering the act or omission that gave rise to Client’s dispute. If Client does not so notify CM, then Client will lose his/her rights to raise the dispute. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (“AAA”) or the Judicial Arbitration and Mediation Services (“JAMS”) (or a substitute forum if both are unavailable). The arbitration proceedings shall be governed by this provision and the applicable procedures of the selected arbitration administrator, including any applicable procedures for consumer-related disputes, in effect at the time the claim is filed. The arbitrator shall be empowered to grant whatever relief would be available in court under law or in equity. This transaction shall be governed by the Federal Arbitration Act 9 U.S.C. sec. 1-16 (“FAA”). Any award of the arbitrator(s) shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
17. Governing Law
THE PARTIES AGREE THAT THIS AGREEMENT, ANY SALES THEREUNDER, OR ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW AND EQUITABLE CLAIMS) BETWEEN CLIENT AND CM arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this agreement, CM’s advertising, or any related purchase SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICTS OF LAW. CM and the Client consent to the personal and exclusive jurisdiction and venue in Austin, Texas. Neither the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980), nor the Uniform Computer Information Transactions Act (UCITA) shall apply to any purchases made hereunder.
18. Assignment
CM may transfer or assign its rights and obligations under this Agreement or a Mining Contract to another entity, but this will not affect Client’s rights or CM’s obligations under this Agreement or the terms of the Mining Contract. A Mining Contract is between CM and the Client, and the Client may not assign, transfer, sublease, encumber or subject to any security interest a Mining Contract without written authorization from CM. Any attempted assignment in violation of this Agreement will be void and of no effect.
19. General
Client acknowledges that these Terms supersede and cancel all previous contracts, agreements and working arrangements, whether oral or written, express or implied, between CM and the Client. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. If any provision of this Agreement is held to be invalid or unenforceable, including without limitation anything regarding the arbitration process, such provision will be struck from this Agreement only to the extent it is invalid or unenforceable. Unless otherwise provided, all other terms of this Agreement will remain in full force and effect. To the fullest extent permitted under applicable law, CM reserves the right to modify these Terms upon prior written notice to the Client with effect for the future – subject to Client’s right to reject, by way of written notice, CM’s modifications to these Terms with respect to any orders for which Acceptance, but not yet fulfillment, has occurred. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by CM. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition.
20. Definitions
(a) Bitcoin(s): The peer-to-peer cryptocurrency (see bitcoin.org).
(b) Bitcoin Network: The peer-to-peer network of nodes that maintain the Bitcoin blockchain.
(c) Block: A record in the blockchain that contains and confirms financial transactions.
(d) Bitcoin Network Difficulty: The value recorded in the header of each block in the blockchain, which defines the current computational complexity of the mining algorithm.
(e) Satoshi Unit: One-hundred-millionth of a bitcoin, i.e., 100,000,000 satoshi units equal 1 bitcoin.
(f) Hash Rate: The number of cryptographic calculations that can be performed at a given level of computing performance.
(g) Account: An account created by the Client on CM’s Systems used to access CM’s Services.
(h) Effective date: The date when the Services are initiated.
(i) Client(s): The Services Client who is a holder of a CoinTerra Mining account and has agreed to the Terms.
(j) Mining Contract: A right to future results in bitcoins produced by CM’s Systems applying the hash rate agreed between the Client and CM for the Term.
(k) Client Mining Capacity: The amount of computational hash rate purchased by the customer in a Mining Contract.
(l) Purchase Date: The date that the Client submits the request to purchase the Mining Contract via the online form at the website unless otherwise agreed in writing between CM and the Client.
(m) Website: The CM website at mining.cointerra.com or other website operated by CM redirected from mining.cointerra.com
IF YOU DO NOT AGREE WITH THE TERMS OF PAYMENT PLAN AGREEMENT, DO NOT PLACE AN ORDER FOR ANY PRODUCTS OR SERVICES THAT HAVE PARTIAL DOWN PAYMENT AND INSTALLMENT PAYMENTS.
The following Section applies only to the clients that have purchased Mining Contracts by making partial payment and agreeing to a structured payment plan for the remaining amount due to CoinTerra under the Mining Contract
PAYMENT PLAN AGREEMENT
This Payment Plan Agreement (the “PPA” or “Agreement”) is entered into the date of the acceptance of your Order (“Effective Date”) by and between CoinTerra, Inc., a Delaware Corporation dba CoinTerra Mining (“CM”) and You (“Client”) to provide for the deferred payment of the mining contracts specified in a Payment Schedule on an installment basis.
Each Payment Schedule shall incorporate the terms and conditions of the PPA to form a “Contract”, whereas the mining contract specified therein shall be subject to the terms and conditions of CoinTerra Mining, available at http://mining.cointerra.com/sales-agreement/ (“Mining Contract”) included above.
1. PAYMENT SCHEDULE: Client agrees to pay CM the Payment Amounts in accordance with the Exhibit A, with each payment due and payable on the applicable Due Date. CM will accumulate the Bitcoins generated through the Mining Contracts, and at approximately the same time as the payout is received from the Mining Contract, convert or reserve sufficient number of Bitcoins to USD, at the exchange rate provided by the CoinDesk BPI (or if CoinDesk BPI is not available, exchange rate provided by BitStamp.net) to cover the payment due to CM. Any excess Bitcoins allocable to the Client under the Mining Contract, remaining after the payment due to CM has been accounted for, will be transferred to the Client’s wallet. If there is a deficiency between the payable amount and the value of the Bitcoins generated, i.e., Bitcoins generated during that monthly cycle are not sufficient to pay the outstanding amount, Client will remain fully liable and responsible for the deficiency amount. If the full payment of each Payment Amount and other Amounts payable is not received by CM within 7 days of each Due Date, Client agrees to pay to CM (a) 5% of the outstanding amount as a penalty, and (b) interest on the overdue amount at the rate equal to the lesser of one and one-half percent. (1.5%) per month, or the maximum amount allowed by law. If the payment is not made within 15 days of the each Due Date, CM may terminate the Contract and seek remedies under section 4. No refund shall be due for Contract termination for late payment.
2. NO SETOFF. Client’s obligation to remit Payment Amounts to CM or its assignee in accordance with the Contract is absolute, unconditional, noncancellable, independent, and shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason, including but not limited to, any termination of any Agreement, or performance of the System.
3. ASSIGNMENT: Client hereby consents to an assignment of the Bitcoins, generated through the Mining Contract as described in the Exhibit A, to CM, but only to the extent that the value of the mined Bitcoins is up to the amount due under the Payment Plan. Client further acknowledges that CM retains a security interest in the Bitcoins mined under the Mining Contract until the full amount is paid to CM.
4. DEFAULT; REMEDIES: Any of the following shall constitute a Default under the Contract: (i) Client fails to pay when due any sums due under any Contract; or (ii) Client breaches any representation or fails to perform any obligation in any Contract. In the event of a Default that is not cured within fifteen (15) days of its occurrence, CM may: (i) require all outstanding Payment Amounts and other sums due and scheduled to become due (discounted at the lesser of the rate in the Contract or five percent (5%) per annum simple interest) to become immediately due and payable by Client; (ii) pursue any rights provided under the Agreement, as well as terminate all of Client’s rights to use the mining and related services without any refunds, and (iii) pursue any other rights or remedies available at law or in equity. In the event CM institutes any action for the enforcement of the collection of Payment Amounts, there shall be due from Client. In addition to the amounts due above, all costs and expenses of such action, including reasonable attorneys’ fees. No failure or delay on the part of CM to exercise any right or remedy hereunder shall operate as a waiver thereof, or as a waiver of any subsequent breach. All remedies are cumulative and not exclusive.
5. CLIENT’S REPRESENTATIONS AND COVENANTS: Client represents that, throughout the terms of the Contract, the Contract has been duly authorized and constitutes a legal, valid, binding and enforceable agreement of Client. In the event of a deficit between the Bitcoins earned by mining and the amount due under PPA, CM may seek additional assurances that the payments will be made. Client agrees to provide copies of Client’s financial reports as CM or Assignee may reasonably request.
6. LIMITATION OF LIABILITY: IN NO EVENT SHALL CM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD-PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT CM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL CM’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN CM WILL BE ENTITLED TO THE MAXIMUM DISCLAIMERS OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY.
7. DISPUTE RESOLUTION AND BINDING ARBITRATION: THE PARTIES HEREBY AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US arising from or relating in any way to your purchase of Product, this Agreement, its interpretation or the breach, termination or validity thereof, the relationships which result from this Agreement (including relationships with third-parties who are not signatories to this Agreement), our advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. You must send us notice of any dispute within 180 days of your discovering the act or omission that gave rise to your dispute. If you do not so notify us, then you lose your right to raise the dispute. The arbitrator shall have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitration shall be administered by the American Arbitration Association (“AAA”) (or a substitute forum if both are unavailable) and will be held in Austin, Texas.
8. Assignment
CM may transfer or assign its rights and obligations under this PPA to another entity, but this will not affect Client’s rights or CM’s obligations under this Agreement or the terms of the Mining Contract. This PPA is between CM and the Client, and the Client may not assign, transfer, this PPA without written authorization from CM. Any attempted assignment in violation of this PPA will be void and of no effect.
9. MISCELLANEOUS: The Contract shall constitute the entire agreement between Client and CM regarding the subject matter herein and shall supersede any inconsistent terms set forth in the Order, Agreement or any related agreements, Client purchase orders and all prior oral and written understandings. If any provision of the Contract is Invalid, such Invalidity shall not affect the enforceability of the remaining terms of the Contract. Client’s obligations under the Contract shall commence on the Effective Date specified therein. Except for payment terms specified in the Contract, Client remains responsible for all the obligations under each Agreement. Each Payment Schedule, and any changes to a Contract or any related document, shall take effect when executed by CM. The Contract shall be governed by the laws of the State of Texas and shall be deemed executed in Austin, TX.
EXHIBIT A
PAYMENT SCHEDULE
To be paid as per the terms of this Agreement
% of Total
50.00% Start of the contract
15.00% First Month
10.00% Second Month
8.00% Third Month
6.00% Fourth Month
4.50% Fifth Month
3.00% Sixth Month
2.00% Seventh Month
1.00% Eighth Month
0.50% Ninth Month