This Bitdeer Cloud Hosting Service Agreement (the “Agreement”) is an agreement between Bitdeer Cloud Hosting Platform (“Bitdeer” or “we”) and the user (the “User” or “you”) who uses the cloud hosting services provided by Bitdeer (the “Service” or “Services”). This Agreement provides for the rights and responsibilities of both Bitdeer and the User. By using the Services provided by Bitdeer, you acknowledge that you agree to all the terms of this Agreement, the Bitdeer Service Agreement and the Bitdeer Privacy Policy. If you do not agree to any term of this Agreement, Bitdeer Service Agreement or the Bitdeer Privacy Policy, please do not use the Services provided by Bitdeer.
Ⅰ. General Terms
1.1 BITDEER RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THIS AGREEMENT FOR THE LATEST CHANGES. Any changes or modifications of this Agreement shall take effect once it is published on the Website (unless the effective time is otherwise prescribed). You agree that by using the Services provided by Bitdeer following any changes to this Agreement, you are agreeing to accept such changes.
1.2 If you have any objections to the changes to this Agreement or if you are dissatisfied with the Services provided by Bitdeer, you should immediately: (1) stop using the services provided by Bitdeer; and (2) inform Bitdeer to stop providing Service to you. You agree that once the Service is terminated, User’s right to use the Services provided by Bitdeer is terminated immediately.
II. Risk Factors
2.1 YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH HOLDING, TRADING, INVESTING IN DIGITAL ASSETS AND USE OF DIGITAL ASSET RELATED SERVICES. THE RISKS LISTED IN THIS SECTION 2.1 ARE NOT EXHAUSTIVE. THESE RISKS, AND ADDITIONAL RISKS THAT MAY OCCUR NOW OR IN THE FUTURE, MAY PREVENT YOU FROM OBTAINING ANY GAINS, MAY CAUSE YOU TO SUFFER FINANCIAL LOSSES, AND MAY EVEN TERMINATE THE SERVICES WE PROVIDE:
(1) Use of any digital assets or related product and service carries potential financial, regulatory and other risks. Before using any digital asset or related products and services, you should confirm that you have sufficient knowledge and experience in the features and risks of blockchain technology, digital asset, and smart contracts. Your decision to participate in any digital asset activity and/or use of related services should be based on independent study and/or consultation with professionals as you deem necessary. Bitdeer assumes that when you use the services provided by Bitdeer, you are a professional who understands the digital asset industry and understands the risks of digital asset related products and service. This Agreement and any services provided by Bitdeer should not be deemed as Bitdeer’s providing you with investment advices;
(2) The value of the Services provided by Bitdeer and the value of any digital asset may be affected by many factors not controlled by Bitdeer, including but not limited to mining difficulty and/or other changes in mining parameters/attributes, market price fluctuations in digital assets, hardware (i.e. mining machines) obsolescence and hardware amortization, etc.;
(3) Due to the nature of the digital asset, the value of any digital asset may lose some or all of its value at any time. You are aware of the fact that the value of any digital asset can decrease rapidly (and even decrease to zero). Bitdeer is not responsible for any and all losses caused by the market price fluctuations of any digital asset;
(4) Bitdeer will maintain or upgrade the system periodically. You hereby confirm that you do not expect that your use of the Services provided by Bitdeer is continuous, without any interruption. Unless otherwise expressly prescribed, Bitdeer is not responsible for any and all losses caused by the suspension and interruption due to Bitdeer’s maintenance and upgrading of its system;
(5) No authentication or computer security technology is 100% secure and safe. You agree to bear all risks related to hacking or identity theft;
(6) You understand and agree that Bitdeer reserves the right to post, modify, and/or provide information related to our service through the Website, emails, customer service calls, SMS and other official channels. Bitdeer is not responsible for information obtained through non-official channels of Bitdeer. If you have any question related to the truthfulness of information sent in the name of Bitdeer, please contact us immediately.
(7) The global regulatory regime governing blockchain technologies, digital asset, mining pool, cryptocurrencies, tokens, and cloud hosting services such as the Service under this Agreement is currently undeveloped and likely to rapidly evolve, varies significantly among international, state and local jurisdictions, and is subject to significant uncertainty, and regulations or policies may materially adversely affect the Service and the value of any digital asset. You understand, acknowledge, and assume such risks.
III. Use of Digital Assets
3.1 You may not mine, purchase, sell, exchange, hold and/or use any type of digital asset in any manner that is prohibited by the laws and regulations applicable to you.
3.2 Before using the Service provided by Bitdeer, you shall evaluate if the Service is suitable for your financial capabilities and risk preferences. BY USING ANY SERVICE PROVIDED BY BITDEER, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT ALL THE RISKS ASSOCIATED WITH MINING, PURCHASING, SELLING, EXCHANGING, HOLDING AND/OR USING DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO:
(1) Large price fluctuations: prices of any digital asset, including Bitcoin, may fall sharply, or even fall to zero;
(2) Digital asset transactions may take a while to be confirmed. Although very unlikely, it does exist the situation when some digital asset transactions may never be confirmed and unconfirmed digital asset transactions mean such transactions are not completed;
(3) Digital asset transactions are irreversible: if you send any amount of digital assets to any wrong person or digital asset wallet address, you may not be able to cancel the transaction or recover these funds;
(4) If you lose or forget any PIN or password required to access and use the digital assets, the digital assets may be lost or unavailable to you;
(5) Blockchain (or digital asset) technology may have unknown inherent technical defects;
(6) Each country may introduce and promulgate new laws, regulations, and policies that affect the use of digital assets.
IV. Definition
For the purposes of this Agreement, the following terms shall be defined as follows:
4.1 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.
4.2 “Applicable Law” shall mean any applicable law, regulation, rule, judgment, order, decree, ruling or other restrictions issued by any government, governmental agency or court;
4.3 “Force Majeure” shall mean any event or circumstance beyond a Party’s reasonable control that delays or prevents the Party in/from fulfilling any of its obligations under this Agreement, including (to the extent that event or circumstance delays or prevents the Party in/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.
4.4 “Miner Purchase Fee” shall mean the fee charged by Bitdeer for group-buying of Miners: Miner Purchase Fee = Unit price of Miners * Quantity. The unit price of Miners for different group-buying batches may be adjusted according to the change of the market price of Miners. For more details, please refer to the group-buying page for Miners.
4.5 “Taxes” shall mean the tariffs, sales taxes or/and other taxes levied by Bitdeer on behalf of competent authorities. The taxes levied by Bitdeer shall be subject to those shown on the platform.
4.6 “Delivery Fee” shall mean the freight for transporting the Miners from the place of shipment to their destination. The Delivery Fee charged by Bitdeer is subject to those shown on the platform.
4.7 “Miner Fee” shall mean collectively the Miner Purchase Fee, Taxes, and Delivery Fee charged by Bitdeer when you purchase the Products.
4.8 With respect to a User participating in a Cloud Hosting Group, “Miner Ownership Ratio” in that group = Quantity of Miners purchased by the User / Total Miners purchased by the group.
4.9 “Hosting Fee” shall mean the electricity fee (including operation and maintenance fees) charged by Bitdeer for the Miner hosting service. Your Hosting Fee = Total Hosting Fee of the group you belong to * Your Miner Ownership Ratio. Before providing the hosting service to you, Bitdeer will provide the Hosting Fee information on the relevant page as a reference, but YOU UNDERSTAND AND AGREE THAT DUE TO ELECTRICITY PRICE CHANGE IN DIFFERENT PERIODS AND MARKET ADJUSTMENTS, BITDEER SHALL HAVE THE RIGHT TO ADJUST THE ELECTRICITY FEE FROM TIME TO TIME ACCORDING TO THE ACTUAL ELECTRICITY PRICE OF THE MINING SITE WHERE THE MINERS ARE LOCATED. THE ACTUAL HOSTING FEE CHARGED BY BITDEER SHALL REFER TO THE ACTUAL BILL WE ISSUE TO YOU.
4.10 “Repair Fee” is also known as the repair and management fee charged by Bitdeer for Miner repair, shelf/off-shelf, transfer and other service. Your Repair Fee = Total Repair Fee of the Cloud Hosting Group you belong to * Your Miner Ownership Ratio. Before providing the service to you, Bitdeer will provide the Repair Fee in formation on the relevant page as a reference, but you understand and agree that we can't estimate the failure ratio of Miners accurately, so the actual Repair Fee charged by Bitdeer shall refer to the actual bill we issue to you.
4.11 “Platform Management Fee” shall mean the technical service fee for a complete set of cloud hosting technical solutions and resources provided by Bitdeer. The proportion of Platform Management Fee shall be based on the percentage of the revenue after the Handling Fee of Mining Pool is deducted, and shall be subject to those shown on the platform.
4.12 “Hosting Cost” shall mean the Hosting Fee, the Repair Fee and the Platform Management Fee collectively.
4.13 “Handling Fee of Mining Pool” shall mean, after the Miners are connected to the mining pool, the service fee charged by the mining pool for the services, such as mining and revenue payment, provided by the mining pool to customers. The Handling Fee of Mining Pool shall be subject to the actual amount charged by the mining pool to Users.
4.14 “Net Revenue” shall mean the daily revenue generated by Miners after the Handling Fee of Mining Pool and Hosting Cost are deducted.
4.15 “Liquidation Fee” shall mean the service fee charged by the platform when the User chooses to pick up the Miners after the termination of hosting.
V. Cloud Hosting Services
First, the User shall pay the Miner Fee to participate in the group-buying. All Users in the group will constitute a Cloud Hosting Group, whose Miners will be managed by Bitdeer and the computing power of these Miners will be connected to the mining pool(s) designated by Bitdeer for mining. After the hosting for the Miners of the group is terminated pursuant to this Agreement, the User may choose to pick up its Miners (the Liquidation Fee charged by Bitdeer shall be deducted) or authorize Bitdeer to sell its Miners for the residual value.
5.1 Group-buying
If the User intends to use the Product(s) provided by Bitdeer, it shall participate in the group-buying and pay the Miner Fee (including Miner Purchase Fee, Tax Fee and Delivery Fee).
(1) Payment of Miner Fee: The User of the Product(s) shall pay the Miner Fee in order to participate in the Miner group-buying. The User shall be fully responsible for the accuracy of payment, including without limitation: the destination account address (or the digital asset wallet), transferred amount and other payment details. Any loss arising from an incorrect payment caused by User’s mistake (e.g. by transferring digital asset to an incorrect address) shall be solely borne by the User.
(2) Successful Group-buying: After the User pays the Miner Fee and the User successfully joins the group-buying, Bitdeer will notify the Users that their orders are valid and inform them of their respective Miner Ownership Ratio in the group (if anyone in the Cloud Hosting Group breaches this Agreement after the Group-buying is successfully established (see Clause 5.1(5) of this Agreement for details), then User's Miner Ownership Ratio may be adjusted accordingly, and Bitdeer will send further notification).
(3) Failed Group-buying in Whole or in Part: Users’ group-buying may fail in whole or in part because of insufficient inventory of Miners. In such event, Bitdeer shall have the right to cancel User’s order in whole or in part and refund the Users accordingly (the customer service will contact the Users via [email protected] for refund). Bitdeer will refund the Users whose orders are cancelled in whole or in part within 30 business days after the cancellation. Refunds will be made in sequence based on the time when Users place orders. The total amount of refund will be the amount of US Dollars paid by the User under the cancelled order, and the refund will be returned in the original currency paid by the User (at the exchange rate between US Dollar and original currency at the time of refund) to the original payment address/account when the User makes the payment. Any blockchain transfer fee or other third-party transfer fees shall be borne by the User.
(4) YOU HEREBY UNDERSTAND AND AGREE THAT ONCE YOU HAVE PAID THE MINER FEE TO PARTICIPATE IN THE GROUP-BUYING, YOU SHALL HAVE NO RIGHT TO REQUEST US TO REFUND THE MINER FEE OR WITHDRAW FROM THE GROUP-BUYING, UNLESS BITDEER CANCELS YOUR ORDER IN WHOLE OR IN PART BECAUSE YOUR GROUP-BUYING HAS FAILED IN WHOLE OR IN PART AND THEN REFUNDS YOU ACCORDINGLY. IF YOU CANNOT AGREE TO THIS PROVISION, PLEASE DO NOT PARTICIPATE IN ANY GROUP-BUYING.
(5) YOU UNDERSTAND AND AGREE THAT THE MINER FEE YOU PAY FOR THE GROUP-BUYING IS A DISCOUNTED PRICE WHICH IS ONLY AVAILABLE TO YOU WHEN YOU REPRESENT THAT YOU WILL USE THE PRODUCT(S) PROVIDED BY BITDEER TOGETHER WITH OTHER USERS IN THE CLOUD HOSTING GROUP YOU BELONG TO AFTER THE GROUP-BUYING IS SUCCESSFULLY ESTABLISHED. THEREFORE, AFTER THE GROUP-BUYING IS SUCCESSFULLY ESTABLISHED, YOU SHALL HAVE NO RIGHT TO REFUSE TO USE THE PRODUCT(S) PROVIDED BY BITDEER AND HAVE NO RIGHT TO REQUEST TO PICK UP THE MINERS. IF YOU INSIST ON REFUSING TO USE THE PRODUCT(S) PROVIDED BY BITDEER AND REQUEST TO PICK UP THE MINERS, YOU SHALL PAY A LIQUIDATED DAMAGE (LIQUIDATED DAMAGE AMOUNT= THE HIGHER OF THE MINER FEE YOU HAVE PAID OR THE MARKET PRICE OF THE MINER AT THE TIME OF PICK-UP * 50 %) AND PICK UP THE MINER BY YOURSELF. IF YOU CANNOT ACCEPT THIS PROVISION, PLEASE DO NOT PARTICIPATE IN ANY GROUP-BUYING.
5.2 Hosting and Connecting Computing Power to Mining Pool(s)
(1) The Miners under the Cloud Hosting Group (after the group-buying is successfully established) will enter into the hosting process. The User shall pay Hosting Fee, Repair Fee, etc. for the Cloud Hosting Service provided by Bitdeer.
(2) Bitdeer will connect the Miners purchased by the Cloud Hosting Group to the mining pool, and the Users will be able to view the mining information on the website of the mining pool on a real-time basis.
(3) Please note that after the Miners are connected to the mining pool, the mining pool will charge Users Handling Fee of Mining Pool which shall be solely determined by the mining pool and shall be deducted from the mining revenue by the mining pool. In addition, the Hosting Cost will be deducted by the mining pool on behalf of Bitdeer.
5.3 Precautions
(1) YOU UNDERSTAND AND AGREE THAT: THE MINING OUTPUTS VARY FROM DAY TO DAY DEPENDING ON THE MINING DIFFICULTY AND THE OPERATION AND MANAGEMENT OF MINING EQUIPMENT, WHILE THE MINING DIFFICULTY IS UNPREDICTABLE AND UNCONTROLLABLE. BITDEER WILL NOT MAKE ANY PROMISES ABOUT YOUR FUTURE EARNINGS. ANY FUTURE EARNINGS OR YIELD (OR RATE OF RETURN) DATA MENTIONED ON THE WEBSITE OR BITDEER’S CAMPAIGN WEBPAGE ARE ESTIMATES AND ASSUMPTIONS. YOUR ACTUAL INCOME WILL BE AFFECTED BY MANY FACTORS, SUCH AS THE MARKET PRICE OF THE DIGITAL ASSET, THE DIFFICULTY OF THE ENTIRE NETWORK'S COMPUTING POWER, THE ELECTRICITY FEES, THE LUCKY VALUE OF THE MINING POOL, AND THE AMOUNT OF SERVICE FEE ACTUALLY CHARGED BY THE MINING POOL. YOU UNDERSTAND THAT IF A SIGNIFICANT DROP IN THE MARKET PRICE OF DIGITAL ASSET CAUSES US TO TERMINATE THE HOSTING SERVICE AND LIQUIDATE MINERS ACCORDING TO THIS AGREEMENT (AND THE MARKET PRICE OF THE MINERS WILL ALSO FALL SIGNIFICANTLY AT SUCH TIME), YOU WILL LIKELY SUFFER FINANCIAL LOSSES.
(2) The mining revenue is converted into US dollars at the exchange rate of UTC 0:00 every day. The exchange rate rules for settlement are subject to the specific instructions shown on the relevant page of the Bitdeer website.
(3) Users hereby agree and understand: the price of the Product(s) is fixed at US Dollar, and real-time exchange rates listed on 8 digital asset websites (bitfinex, bitstamp, poloniex, kraken, investing, coinmarketcap, coinbase and Huobi) are used to determine a real-time BTC/BCH/USDT/ETH price in Bitdeer. Customers can choose to make payment by BTC/USDT/BCH/ETH when placing orders. If the exchange rate malfunctions, Bitdeer reserves the right to use a different digital asset reference exchange rate. Bitdeer reserves the right to manually adjust the USD exchange rate when there is an abnormal fluctuation in the digital asset market.
(4) Users hereby agree and understand that the Net Revenue attributable to the Users (if any) does not go through Bitdeer, instead, it is directly sent by the mining pool (that the computing power is connected to) to the digital asset wallet address designated by the Users; Users shall ensure that the designated wallet address is suitable to receive such digital asset corresponding to the Net Revenue attributable to Users. If any loss arises from any limitation of the wallet address designated by Users to receive mining revenue (e.g. the wallet address has upper limit for receiving digital asset), neither Bitdeer nor the mining pool (that the computing power is connected to) shall bear any responsibility.
(5) The distribution time of the Net Revenue attributable to Users (if any) is subject to the actual distribution schedule set by the mining pool. Users hereby understand that Bitdeer shall not responsible for distribution of Net Revenue attributable to Users.
(6) YOU UNDERSTAND AND AGREE THAT: YOU ACCEPT AND ASSUME ALL RISKS OF PRICE FLUCTUATIONS OF DIGITAL ASSETS AND/OR THE ELECTRICITY FEE (THE “PRICE FLUCTUATIONS”) DURING THE HOSTING OF THE MINERS. IF THE PRICE OF DIGITAL ASSETS DROPS OR THE ELECTRICITY FEE INCREASES SIGNIFICANTLY, SO THAT CONTINUING TO RUN THE HOSTED MINERS WILL RESULT IN LOSSES, THAT IS, THE NET REVENUE OF THE HOSTED MINERS IS LESS THAN ZERO, BITDEER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO STOP RUNNING YOUR HOSTED MINERS AT AN OPPORTUNE TIME. IF THE SUBSEQUENT INCREASE IN THE PRICE OF DIGITAL ASSETS OR THE SUBSEQUENT DECREASE IN THE ELECTRICITY FEE MAKES THE NET REVENUE OF THE HOSTED MINERS HIGHER THAN OR EQUAL TO ZERO AND THE HOSTING OF YOUR MINERS HAS NOT BEEN TERMINATED, BITDEER WILL RE-RUN YOUR HOSTED MINERS WITHIN A REASONABLE PERIOD. DURING THE PERIOD WHEN THE HOSTED MINERS IS OUT OF OPERATION DUE TO THE PRICE FLUCTUATIONS, YOU WILL NOT BE CHARGED FOR THE HOSTING COST, AND YOU WILL NOT BE ABLE TO RECEIVE NET REVENUE. YOU UNDERSTAND AND AGREE THAT BITDEER SHALL NOT PROVIDE YOU WITH ANY COMPENSATION REGARDLESS OF WHETHER YOUR HOSTED MINERS CONTINUES TO OPERATE WHEN THE NET REVENUE IS LESS THAN ZERO.
VI. Classic Mode and Accelerated Payback Mode
6.1 Classic Mode. If you choose the Classic Mode, you will receive all the Net Revenue during the term of this agreement.
6.2 Accelerated Payback Mode.
(1) As one of the cloud hosting products provided by Bitdeer, compared with the Classic Mode, the Accelerated Payback Mode costs less to buy the clouding hosting products, and takes a relatively shorter payback period through certain revenue distribution rules.
(2) Payback Standards:
During the term of this Agreement, Bitdeer shall calculate your cumulative Net Revenue (in USD) from the mining pool on a daily basis in UTC time to figure out the return of cost. If your cumulative Net Revenue is less than the Miner Fee (in USD) you paid when purchasing the Product(s), your cost shall be deemed as unrecovered and the Net Revenue shall be allocated according to the rules of Phase 1; if your cumulative Net Revenue is greater than or equal to the Miner Fee (in USD) paid when purchasing the Product(s), your cost shall be deemed as recovered and the mining revenue shall be allocated according to the rules of Phase 2. Once the rules of Phase 2 are triggered, all subsequent mining revenue shall be allocated according to the rules of Phase 2.
Phase 1: You will receive all Net Revenue within this phase;
Phase 2: in this phase, you and Bitdeer shall daily calculate the revenue in UTC time, and share the Net Revenue in a fixed percentage as shown on the order details page. In the event of negative Net Revenue of the day, Bitdeer does not share the Net Revenue.
VII. Hosting Termination and Liquidation
7.1. Under any one of the following circumstances, Bitdeer shall have the right to terminate the hosting of the Miners in the entire group and conduct the liquidation and settlement process:
(1) The mining revenue of the Miners under the group is close to the Hosting Cost for 30 consecutive days, or the ratio of the Hosting Fee (electricity fee) and the mining revenue is higher than 80% for 60 consecutive days;
(2) The mining site where the Miners under the group are located is out of service or cannot operate normally for a long time due to reasons beyond Bitdeer's reasonable control (e.g. site unavailability, power outage, network failure, etc.); or
(3) Other Force Majeure factors, for which Bitdeer believes that the hosting shall be terminated.
7.2. When the following two conditions are both met, Users of a group can request to terminate the hosting and enter into the liquidation and settlement process: User(s) who own more than 50% of the Miners in the group request to terminate the hosting.
7.3. When Bitdeer terminates the hosting for the group pursuant to Clause 7.1 above, or the Users in the group requests to terminate the hosting pursuant to Clause 7.2 above, Bitdeer will send a Liquidation and Settlement notice to the Users through in-site mail and email. In the notice, Bitdeer will provide a market selling price for the Miners of the group at that time. After receiving the notice, Users may either authorize Bitdeer (and Bitdeer's affiliates) to sell the Miners at the market price or request to pick up the Miners:
(1) After the hosting is terminated, the number of Miners available for a User to pick up = the number of remaining runnable Miners in the group * the Miner Ownership Ratio of the User. You hereby agree that during the operation of the Miners, Bitdeer will discard those with unrepairable failure, wear, aging, damage, etc. Since some Miners may be depreciated and discarded, if the calculated number of Miners available for the User is not an integer, the number shall be rounded down as an integer.
(2) IF YOU CHOOSE TO PICK UP THE MINERS IN KIND, YOU SHALL SEND AN APPLICATION TO [email protected] WITHIN 7 DAYS AFTER THE LIQUIDATION AND SETTLEMENT NOTICE IS SENT BY THE PLATFORM. ANY FAILURE TO SUBMIT SUCH AN APPLICATION WITHIN 7 DAYS SHALL CONSTITUTE YOUR AGREEMENT TO AUTHORIZE BITDEER TO SELL THE MINERS AT THE MARKET PRICE PROVIDED BY BITDEER. YOU AGREE THAT YOU WILL LOG IN TO YOUR IN-SITE MAILS AND THE EMAIL BOX YOU REGISTER WITH BITDEER AT LEAST ONCE A WEEK, SO THAT YOU CAN GIVE TIMELY RESPONSE TO ANY LIQUIDATION AND SETTLEMENT NOTICE SENT TO YOU BY BITDEER. IF THE HOSTING IS TERMINATED BY BITDEER PURSUANT TO CLAUSE 7.1 ABOVE, THE USERS WHO CHOOSE TO PICK UP PHYSICAL MINERS SHALL PAY BITDEER A LIQUIDATION FEE EQUALS TO 30% OF THE MARKET PRICE OF THE MINERS AND PICK UP THE MINERS BY HIMSELF; IF THE HOSTING IS TERMINATED BY THE GROUP OF USERS PURSUANT TO CLAUSE 7.2 ABOVE, THE USERS WHO CHOOSE TO PICK UP MINERS BY THEMSELVES SHALL PAY BITDEER A LIQUIDATION FEE EQUALS TO 50% OF THE MARKET PRICE OF THE MINERS AND SOLELY BEAR THE FREIGHT OF THE MINERS AND THE POSSIBLE DEPRECIATION LOSS DURING THE DELIVERY PERIOD; IF CROSS-BORDER LOGISTICS IS INVOLVED, THE USERS SHALL COMPLETE THE RELEVANT CUSTOM CLEARANCE AND BEAR THE CORRESPONDING COST. THE USERS SHALL SETTLE ALL FEES DUE TO BITDEER BEFORE PICKING UP THE MINERS IN KIND.
(3) If Users choose to authorize Bitdeer to sell the Miners at the market price, Bitdeer will return the selling price to you within 30 business days after the successful sale of the Miners. The selling price you will receive = Total selling price of the Miners in the group * Your Miners Ownership Ratio.
7.4 EXCEPT AS AGREED IN THIS CLAUSE 7, UNDER NO CIRCUMSTANCES SHALL THE USERS UNILATERALLY TERMINATE OR LIQUIDATE THE PRODUCT(S). PLEASE DO NOT PURCHASE THE SERVICES IF YOU CANNOT ACCEPT THIS PROVISION.
VIII. Restrictions and Obligations
8.1 You shall not use the Services provided by Bitdeer to engage in any activities that violate applicable laws and regulations. You shall not use the Services provided by Bitdeer t
(1) support, incite or participate in any terrorist activities;
(2) participate in any money laundering activities;
(3) fabricate or distort facts, spread rumors, and disrupt social order;
(4) promote or produce obscene, violent and/or terrorist content; or
(5) participate in any other activities that violate applicable laws and regulations.
8.2 You agree to comply with all applicable laws and regulations, this Agreement and all rules and policies announced by Bitdeer from time to time regarding the use of the Website and the Services provided by Bitdeer.
8.3 You agree to provide all documentation and other information reasonably requested by Bitdeer from time to time in its sole discretion under its applicable “know your customer” and anti-money laundering rules and policies.
8.4 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.
8.5 You agree and represent that the source of your funds used to purchase Bitdeer’s products is legal and compliant. You agree that you shall fully assume the relevant tax obligations arising from the use of the Services provided by Bitdeer.
8.6 You agree and represent that you are using the Services provided by Bitdeer only for your own benefit and that you are not using the Services provided by Bitdeer on behalf of others or for the benefit of any third parties.
8.7 You agree to contact Bitdeer immediately if you find or suspect any fraud or misconduct by any third party using the Services provided by Bitdeer.
8.8 Unless obtained prior written consent from Bitdeer, you may not register multiple accounts on the Website in any circumstances. You shall not register multiple accounts in order to obtain profits, rewards or coupons.
8.9 You may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account or password. Bitdeer cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
8.10 You should not participate in any activities that may affect the Services provided by Bitdeer and/or the security of the Website.
8.11 You shall not use any method (such as Proxy, Tor, VPN, etc.) to block your Internet traffic and IP addresses or use other technical services that may hide the user's real Internet connection.
8.12 Intellectual property rights of any content displayed on the Website, including but not limited to articles, pictures, news, materials, website structure, website layout, website design, unless otherwise specified, are entirely owned by Bitdeer or Bitdeer’s licensor (if any). The User shall respect the intellectual property rights of Bitdeer and Bitdeer’s licensor (if any).
8.13 Bitdeer 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. Bitdeer 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 Bitdeer's rights under the intellectual property law of Seychelles or any other jurisdiction or any other federal, state or foreign law.
8.14 The User shall neither engage in any activities in the name of Bitdeer nor use the information/data on the Website without prior written authorization from Bitdeer.
8.15 For any data or information that we provide to you during the period in which you use our Product(s), you agree:
(1) that such data or information is only used for the purpose specified in this Agreement and in compliance with all applicable laws;
(2) not to transfer, transmit, display or otherwise disclose or make available such data or information to third parties except required by Applicable Laws; and
(3) 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 Bitdeer's prior written consent.
8.16 You shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Bitdeer (including any of Bitdeer’s subsidiaries, affiliates, officers, directors, employees, partners or stockholders); provided that nothing in this paragraph shall preclude you from making truthful statements or disclosures that are required by applicable law, regulation or legal process.
8.17 YOU HEREBY UNDERSTAND THAT THE SERVICES PROVIDED BY BITDEER ARE NOT AVAILABLE TO THE FOLLOWING (EACH, A "RESTRICTED PERSON"): 1) RESIDENTS IN THE FOLLOWING COUNTRIES OR REGIONS: THE UNITED STATES, MAINLAND CHINA, SEYCHELLES, CRIMEA REGION, CUBA, IRAN, NORTH KOREA AND SYRIA; 2) ANY ENTITIES OR INDIVIDUALS THAT ARE RESTRICTED UNDER APPLICABLE TRADE SANCTIONS AND EXPORT COMPLIANCE LAWS; OR 3) ANY ENTITIES OR INDIVIDUALS THAT ARE RESTRICTED UNDER BITDEER’S COMPLIANCE OBLIGATIONS AND/OR INTERNAL RISK CONTROL POLICIES. THE ABOVE LIST IS NOT EXHAUSTIVE. BEFORE USING THE SERVICES PROVIDED BY BITDEER, PLEASE CONFIRM THAT YOU ARE NOT A RESTRICTED PERSON. IN THE EVENT THAT YOU ARE A RESTRICTED PERSON AND YOU USE THE SERVICES PROVIDED BY BITDEER, ALL LEGAL RISKS AND LIABILITIES CAUSED BY OR ARISING FROM SUCH USAGE SHALL BE ENTIRELY BORNE BY YOU, AND BITDEER SHALL HAVE THE RIGHT TO REFUSE TO PROVIDE SERVICES TO YOU, AND YOU SHALL NOT BE ENTITLED TO ASK BITDEER TO PROVIDE ANY REFUND.
IX. Liability for Breach of Agreement
9.1 YOU AGREE THAT BITDEER MAY, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES AND/OR THE WEBSITE AND/OR BLOCK YOUR FUTURE ACCESS TO THE WEBSITE IF BITDEER DETERMINES THAT YOU HAVE VIOLATED THIS AGREEMENT OR OTHER AGREEMENTS OR GUIDELINES WHICH MAY BE ASSOCIATED WITH YOUR USE OF THE WEBSITE AND/OR THE SERVICES (THE “BREACH OF THE AGREEMENT”). WITHOUT LIMITING ANY GENERAL LIABILITY AND INDEMNITY PROVISIONS THAT ARE SET OUT IN THIS AGREEMENT, YOU SHALL BE LIABLE FOR ALL LOSSES (AS DEFINED IN CLAUSE 10.7 OF THIS AGREEMENT) OF BITDEER CAUSED BY YOUR BREACH OF THE AGREEMENT. WHEN BITDEER DETERMINES THAT YOUR BREACH OF THE AGREEMENT HAS OCCURRED, BITDEER MAY WITHHOLD FROM AMOUNTS OTHERWISE DUE AND PAYABLE TO YOU ITS LOSSES CAUSED BY YOUR BREACH OF THE AGREEMENT. YOU ALSO AGREE THAT ANY BREACH OF THE AGREEMENT BY YOU WILL CONSTITUTE AN UNLAWFUL AND UNFAIR BUSINESS PRACTICE, AND WILL CAUSE IRREPARABLE HARM TO BITDEER, FOR WHICH MONETARY DAMAGES WOULD BE INADEQUATE, AND YOU CONSENT TO BITDEER OBTAINING ANY INJUNCTIVE OR EQUITABLE RELIEF THAT BITDEER DEEMS NECESSARY OR APPROPRIATE IN SUCH CIRCUMSTANCES. THESE REMEDIES ARE IN ADDITION TO ANY OTHER REMEDIES BITDEER MAY HAVE AT LAW OR IN EQUITY. YOU AGREE THAT BITDEER WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SUSPEND OR TERMINATION OF YOUR ACCESS TO THE SERVICES AND/OR THE WEBSITE AS A RESULT OF ANY OF YOUR BREACH OF THE AGREEMENT.
9.2 If Bitdeer reasonably suspects that the User uses the Services provided by Bitdeer in an illegal, fraudulent, or other improper manner, Bitdeer shall have the right to suspend the provision of the Services to the User until the User can provide proof of compliance to Bitdeer’s satisfaction.
9.3 You agree that Bitdeer may, in its sole discretion and without prior notice, terminate your access to the Services and/or the Website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Website or any service offered on or through the Website, or (4) unexpected technical issues or problems.
X. Disclaimers and Limitation of Liability
10.1 BITDEER DOES NOT PROMISE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SERVICES ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION RELATED TO THE SERVICES PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. BITDEER CANNOT ENSURE THAT ANY SERVICES YOU RECEIVE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN CLAUSE 10.2 OF THIS AGREEMENT, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BITDEER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BITDEER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND RISKS FOR YOUR USE OF THE SERVICES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOUR SOLE REMEDY AGAINST BITDEER FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.
10.2 YOU UNDERSTAND AND ACKNOWLEDGE THAT THE ACTUAL COMPUTING POWER OF MINERS WILL FLUCTUATE DUE TO UNSTABLE FACTORS SUCH AS NETWORK, ELECTRICITY AND MINERS’ POWER, AND THEREFORE BITDEER DOES NOT REPRESENT THAT THE MINERS HOSTED BY US WILL FUNCTION 100% STABLY. FOR THE FLUCTUATION OF COMPUTING POWER CAUSED BY POWER FAILURE, BITDEER WILL CORRESPONDINGLY ADJUST THE ELECTRICITY CHARGE, BUT SHALL NOT BE LIABLE TO COMPENSATE USERS FOR THE LOSS OF COMPUTING POWER DURING THE SHUTDOWN OF THE MINERS. FOR THE INSUFFICIENT COMPUTING POWER CAUSED BY THE FAILURE OF THE MINERS, BITDEER WILL TAKE THE FAILED MINERS OFF THE SHELF FOR MAINTENANCE, AND HAVE THE RIGHT TO CHARGE REPAIR FEE TO USERS, BUT SHALL NOT COMPENSATE USERS FOR THE LOSS OF COMPUTING POWER DURING THE SHUTDOWN OF THE MINERS. USERS AGREE THAT BITDEER SHALL NOT BE LIABLE FOR DAMAGE OR LOSS OF THE PRODUCT(S), OR SERVICE INTERRUPTION OR TERMINATION CAUSED BY FORCE MAJEURE. IN THE EVENT OF ANY FORCE MAJEURE, BITDEER SHALL TAKE REASONABLE MEASURES TO MINIMIZE INTERFERENCE AND LOSS, BUT SHALL NOT BE LIABLE FOR THE CONSEQUENCES CAUSED OR INCIDENTAL TO SUCH FORCE MAJEURE HEREON.
10.3 Bitdeer reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
10.4 Bitdeer shall not be liable for service suspension or termination occurring by reason of circumstances beyond its control, including but not limited to war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions and regulatory and administrative actions or delays. In the event of such force majeure, Bitdeer shall take reasonable steps to minimize interruptions and loss but shall have no liability caused by or incidental to such force majeure.
10.5 The User agrees that any third-party links provided by Bitdeer is for convenience and reference only. Bitdeer's provision of these third-party links does not mean that it confirms these links and the content displayed on these links. Since these third-party links are not controlled by Bitdeer, Bitdeer cannot guarantee that User's access to such links is safe and virus-free. Bitdeer is not responsible for any loss caused by the User’s accessing such third-party links and any other third-party links not controlled by Bitdeer.
10.6 The User hereby understands and agrees: unless it is expressly agreed in writing by Bitdeer in advance, under any circumstances Bitdeer shall not be liable for the following events and the User’s losses due to the following events:
(1) loss of trading profits;
(2) service interruption (such interruption is not caused by Bitdeer’s intentional misconduct);
(3) damage or loss of information/data not caused by Bitdeer ’s intentional misconduct;
(4) the computing power dies or withdraws from the market;
(5) implementation or change of laws, regulations and policy factors;
(6) that the User is restricted under Bitdeer’s compliance obligations and/or internal risk control policies based on the information provided by the User (including but not limited to the Personally Identifiable Information, financial information and digital asset wallet address);
(7) loss caused by the User's fault or violation of this Agreement (including but not limited to providing inaccurate information to Bitdeer, leaking password to third parties, etc.);
(8) other events not controlled by Bitdeer.
10.7 YOU AGREE AND ACCEPT THAT: WITHOUT DUPLICATION OF ANY OTHER RIGHTS TO RECOVERY OR INDEMNITY SET FORTH IN THIS AGREEMENT, YOU SHALL INDEMNIFY AND DEFEND BITDEER, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS, AGAINST, AND SHALL HOLD BITDEER, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS, HARMLESS FROM, ANY LOSS, LIABILITY, CLAIM, ACTION, SUIT, OR EXPENSE (COLLECTIVELY, “LOSSES”, INCLUDING REASONABLE ATTORNEY’S FEE) CAUSED BY OR RESULTING FROM YOUR BREACH OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO YOUR BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT). IN NO EVENT SHALL BITDEER, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
10.8 IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THIS AGREEMENT), TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM BITDEER DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO THE ELECTRICITY FEE THAT YOU HAVE PAID FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED (OR UP TO USD$10.00 IF NO ELECTRICITY FEE IS PAID FOR THIS MONTH).
XI. Miscellaneous
11.1 Waiver: no delay or omission as to the exercise of any right or power accruing upon any default by the User shall impair Bitdeer’s exercise of any right or power or shall be construed to be a waiver of any default or acquiescence therein.
11.2 Severability: to the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a court, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
11.3 Governing Law: this Agreement shall be governed in all respects by the laws of Seychelles without regard to conflicts of law principles.
11.4 Dispute Resolution: You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Bitdeer, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim, except that you or Bitdeer may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU AND BITDEER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.In the event that there is an ongoing dispute proceeding between you and Bitdeer, either you or Bitdeer shall have the right to suspend the performance of all its obligations until such dispute is settled in full.
11.5 Arbitration Agreement. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English. The arbitration cost shall be borne by the losing party. The losing party shall also compensate the winning party’s legal fees and other expenses. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY.
11.6 Replacement of Prior Agreements: By continuously using the Services provided by Bitdeer, you acknowledge that this Agreement shall replace and supersede all prior agreements between you and Bitdeer with respect to the subject matter provided for herein.
11.7 Version: the English version of this Agreement shall prevail.