Mining Syndicate Hosting Agreement
This Colocation Hosting Agreement (this “Agreement”) is entered into between MINING SYNDICATE (“MS,” “we,” “us,” or “our”) and the undersigned individual or entity (“Customer,” “you,” or “your”).
- MINING SYNDICATE provides cryptocurrency miner sales, miner hosting and miner management services to persons and entities from its colocation facility and partner facilities (the “Facility”).
- Customer desires to obtain services from MINING SYNDICATE on the terms contained in this Agreement.
TERMS OF AGREEMENT
- MINING SYNDICATE Services.
The services MINING SYNDICATE will provide to Customer include installing, configuring, hosting, and maintaining the cryptocurrency mining equipment you deliver to us (“Your Equipment”), monitoring the performance of Your Equipment (subject to Section 6 (Monitoring Performance of Your Equipment)), and providing the electricity, networking interconnectivity, cooling, and associated facilities and staffing necessary for Your Equipment to mine for cryptocurrency (collectively, the “Services”).
To begin obtaining hosting Services, you must begin by selecting a hosting package on our website, www.miningsyndicate.com. If you purchase miners from us, that can also be done on our website. If you ship miners to us to be hosted, you must reach out to Howdy@MiningSyndicate.com for details and subsequently deliver Your Equipment to us to install and configured. Prior to MINING SYNDICATE providing the Services to you, you must pay for the first month of services agreed to on our website and a 2 month deposit. For example if a 12 month contract is purchased, customer must pay for month 1 and for the final 2 months of the agreement, totaling 3 months. If the 12-month agreement is extended, the 2 month deposit will carry over to whenever the last 2 months of the agreement becomes in the future. For example, the 2 months of deposit will be applied to months 11 and 12 if 1 year, months 23 and 24 if 2 years, months 35 and 36 if 3 years, etc. The amount billed will remain constant during the term of the contract, less any applied downtime credits.
- The Facility.
This Agreement is not an agreement to rent space in the Facility. It is an
agreement for MINING SYNDICATE to provide the Services to Customer, which include MINING SYNDICATE installing and hosting Your Equipment in either their Facility or one of their partner facilities. We retain the right to maintain and operate the Facility in any manner that will best enable us to operate our business. While Customers are not allowed general access to the Facility, MINING SYNDICATE may agree, in its discretion, (but are by no means obligated) to give a tour of the Facility to Customers upon request.
- Customer Information.
When you place an order online, you are required to provide us with information about you, including your name, physical address, billing address, email address, and phone number (“Customer Information”). We will rely on this Customer Information. It is your obligation to provide us with correct Customer Information and to ensure we always have the correct, up to date information. You must also provide to us the usernames for the mining pool which is at MINING SYNDICATE’s sole discretion to determine. The individual or entity you designate as the customer on the order is the owner of your account. If we receive knowledge that there is a dispute regarding ownership of an account to which you are associated, we may lock the account and prohibit transfer of the account until the dispute is resolved to MINING SYNDICATE’s sole satisfaction.
- Responsibility for Mining Decisions.
You are undertaking cryptocurrency mining for your benefit and at your own risk. Customer is solely responsible for making all significant choices related to cryptocurrency mining, including the type and number of cryptocurrency miners to purchase, which cryptocurrencies to mine, when and to whom to sell any cryptocurrency, the sale of Customer miners, and whether or not to convert any mined cryptocurrency to another cryptocurrency or to fiat currency, and how to complete such conversion. If we require information from you to perform the Services (e.g., the username associated with the mining pool), you are responsible for communicating that information to us. We will not make decisions for you. If you ask for recommendations, we may communicate options or opinions to you, although you accept all responsibility for the
decisions you make regarding your cryptocurrency mining. Customer acknowledges that
some of your choices may be limited by MINING SYNDICATE’s software, systems, and capacity to provide the Services, and other factors. If Customer is not happy with the options MINING SYNDICATE offers to you, you should terminate this Agreement pursuant to Section 19 (Term and Termination).
- Monitoring Performance of Your Equipment.
After MINING SYNDICATE connects each miner in Your Equipment to the mining pool required by MINING SYNDICATE, MINING SYNDICATE will generate a worker name for each of the miners we are managing for you. You are responsible for verifying (by using the worker names), that each of your miners is connected to the appropriate mining pool. MINING SYNDICATE will monitor the performance of Your Equipment to the extent we are able to do so. However, we will never have access to your mining pool accounts and, consequently, we will have access to less data than you regarding the mining pool performance of Your Equipment. For this reason, Customer will always be primarily responsible for ensuring Your Equipment is performing to its specifications, including at the speed and power you expect.
- Repairs, Maintenance, and Changes.
- Support Requests. If you identify any of Your Equipment that is not performing to its
specifications, you must submit a support request via email only to Howdy@MiningSyndicate.com. Each request will be assigned a unique ticket number. All
communication with regards to support requests will be handled through MINING SYNDICATE’s email.
- Repairs and Maintenance. Routine maintenance services, such as occasionally rebooting a
miner, is included as part of the Base Fees. Non-routine maintenance and repair services,
such as replacing the controller board on a miner or fans, is not included in the Base Fees.
MINING SYNDICATE reserves the right, in its sole discretion, to determine if a certain type of repair or maintenance is routine and included in the Base Fees or if it is not. If repair or
maintenance services are required for Your Equipment that are outside the scope of the
routine services paid for through the Base Fees, Customer is responsible for
communicating to MINING SYNDICATE their decision regarding repairing or maintaining Your Equipment in such context. MINING SYNDICATE’s hourly labor rate for non-routine maintenance and repair services is $75.00 per hour. If we know any such repairs or maintenance work will void an existing warranty on Your Equipment, we will endeavor to inform you of that, although MINING SYNDICATE bears no responsibility for ensuring its work or that of third-parties is in compliance with any warranty that applies to Your Equipment. Customer is always responsible for the cost of replacement parts.
Customer is not entitled to a reduced or prorated fee should customer’s equipment require repair by MINING SYNDICATE or an outside repair center. Customer remains responsible for its full contract amount when Customer’s equipment is being repaired.
- Account Changes. If Customer desires to change Your Equipment, or anything that
affects the Services, you may make such changes through the MINING SYNDICATE Ticketing System. MINING SYNDICATE reserves the right to charge Customer for more Account Changes subject to other terms in this agreement.
- Other Customer Responsibilities.
- Equipment Compatibility. It is Customer’s responsibility to ensure that Customer’s
Equipment is compatible with the MINING SYNDICATE’s Customer’s, Facility, and network without further assistance from us. If any aspect of Customer’s Equipment is not compatible with the Services and Customer instructs MINING SYNDICATE to make Customer’s Equipment compatible and/or Customer asks MINING SYNDICATE to install Your Equipment even though it is not compatible with the Services, Customer will be charged our hourly rate for such additional services or will be returned at Customer’s expense.
- Mined Cryptocurrency. MINING SYNDICATE does not have the ability to access any cryptocurrency mined by Customer’s Equipment. Customer is solely responsible for providing Customer’s digital currency wallet address directly to the mining pools in which Customer
participates. Customer is solely responsible for maintaining and controlling Customer’s
digital currency wallet(s).
- Compliance with Laws. Customer must comply with all laws, regulations, and ordinances
that apply to Customer’s cryptocurrency mining activities.
- Taxes and Finances. Customer is responsible for all tax, accounting, and financial
obligations that result from your cryptocurrency mining activities, including any
applicable importation and exportation taxes for Customer’s Equipment.
- Communication. Customer is solely responsible for providing to us any information we
require to provide the Services, including giving us instructions with respect to items of
Customer’s Equipment that are broken and need repairs or part replacements that are
outside the scope of the routine maintenance services included in the Base Fees.
- Account Credentials. Customer must safeguard its MINING SYNDICATE account credentials. If Customer believes Customer’s MINING SYNDICATE account credentials were compromised, let us know immediately. Customer must also safeguard your mining pool account credentials. If Customer believes any of such account credentials were compromised, inform the appropriate mining pool promptly. If any of Customer’s mining pool account credentials are unrecoverable, inform us immediately. CUSTOMER MUST NEVER PROVIDE
ANY OF CUSTOMER’S MINING POOL ACCOUNT PASSWORDS TO MINING SYNDICATE,
INCLUDING ANY OFFICER, EMPLOYEE, OR PERSON PURPORTING TO BE AN
AGENT OF MINING SYNDICATE. WE HAVE NO NEED FOR YOUR MINING POOL PASSWORDS AND DO NOT WANT TO EVER RECEIVE THEM.
- Restricted Activities.
You may not use Your Equipment or the Services to conduct any
business or activity or solicit the performance of any activity for any illegal, fraudulent,
unauthorized, or improper purposes. You may not engage in activity that may be reasonably
interpreted to be malicious or harmful. You must comply with all applicable constitutions,
laws, ordinances, principles of common law, codes, regulations, statutes or treaties and all
applicable orders, rulings, instructions, requirements, directives or requests of any courts,
regulators or other governmental authorities in connection with Your Equipment and your
use of the Services. You will not attempt to: (a) access the Facility or the Services without
consent from MINING SYNDICATE, (b) access Your Equipment without notice to MINING SYNDICATE, or (c) interfere in any manner with the provision of the Services or otherwise abuse the Services or MINING SYNDICATE’s software.
We reserve the right to prohibit uses that are not set out above if we have a reasonable belief
that they will damage MINING SYNDICATE, interfere with our ability to provide the Services, or interfere with the rights or expectations of other MINING SYNDICATE customers.
- Customer’s Representations and Warranties.
Customer makes the following representations, warranties, and agreements in favor of MINING SYNDICATE as of the date you first accept this Agreement and each date that you submit an Order to MINING SYNDICATE:
- Customer has the power, authority and legal right to enter into this Agreement and
perform your obligations under this Agreement;
- This Agreement constitutes the valid and legally binding obligation of Customer
enforceable against you in accordance with its terms, except as limited by general
equitable principles and applicable bankruptcy, insolvency, and other laws of general
application affecting enforcement of creditors’ rights generally;
- Customer is a sophisticated investor and is able to bear the economic risk associated with
cryptocurrency mining. Your overall commitment to investments in cryptocurrency
mining, including Your Equipment, is not disproportionate to your net worth. Customer
has adequate means of providing for Customer’s current needs and personal and family
contingencies and has no need for liquidity in Customer’s investment in the
cryptocurrency mining equipment. Customer is financially able to bear the economic risk
of becoming a cryptocurrency miner, including bearing losses should the results of
mining not recoup its costs;
- Customer acknowledges receipt and careful review of the Agreement, and has been
furnished with all information regarding the Services that Customer requested or desires
- Customer has been advised that they have the right to seek their own legal counsel to
review this Agreement prior to executing the Agreement.
- Customer acknowledges that cryptocurrency mining, holding, and transacting may
involve tax consequences and legal implications and that MINING SYNDICATE has proffered no tax or legal advice to Customer. You must retain your own professional advisors to evaluate the tax and other legal implications of cryptocurrency mining, holding, and transacting;
- Customer agrees that the Services are not an investment contract or any other type of
security under the United States or other securities laws. As such, Customer is not entitled
to the protections afforded those transacting in securities under such securities laws;
- Customer acknowledges there may be theoretical or practical competition between MINING SYNDICATE and Customer in respect of cryptocurrency mining. Customer hereby waives all potential and existing conflicts of interest that MINING SYNDICATE may have in providing the Services to Customer or otherwise;
- Customer has the knowledge and experience to use the Services effectively and take full
responsibility for all outcomes and implications of Customer’s cryptocurrency mining
- Customer understands that no data transmission over the internet is guaranteed to be
secure. MINING SYNDICATE is not responsible for the security of information transmitted over the internet. The security of our network is maintained according to generally accepted
- MINING SYNDICATE’s Representations and Warranties.
- Our Representations and Warranties. We represent and warrant to Customer as of the date you accept this Agreement that we have the power, authority, and legal right to enter into
this Agreement; and perform our obligations hereunder this Agreement.
- GENERAL DISCLAIMERS. Other than the foregoing sentence, MINING SYNDICATE makes no representations or warranties to customer, and any implied warranties are expressly disclaimed. THE SERVICES ARE PROVIDED “AS-IS, WHERE-IS” AND “WITH ALL FAULTS” AND CUSTOMER ACCEPTS THE SERVICES AT YOUR OWN RISK. In
particular, MINING SYNDICATE makes no warranties whatsoever about GENERAL information WE PROVIDE ON OUR WEBSITE OR OTHERWISE. WE DO NOT MAKE, AND
HEREBY DISCLAIM, ALL OTHER EXPRESSED AND/OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL MEET ANY OR ALL OF YOUR EXPECTATIONS OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. NO EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY WARRANTY ON OUR BEHALF.
- MALWARE DISCLAIMER. NOTWITHSTANDING ANY PROVISION HEREIN TO
THE CONTRARY, WHILE MINING SYNDICATE USES COMMERCIALLY REASONABLE
PRACTICES TO IDENTIFY, SCREEN, AND PREVENT THE INTRODUCTION OF,
AND WILL NEVER KNOWINGLY INTRODUCE ANY, VIRUSES, TROJAN
HORSES, WORMS, SPYWARE, BACK DOORS, EMAIL BOMBS, MALICIOUS
CODE, OR SIMILAR ITEMS (COLLECTIVELY, “MALWARE”) INTO OR
THROUGH YOUR EQUIPMENT, MINING SYNDICATE MAKES NO REPRESENTATION OR
WARRANTY THAT MALWARE WILL NOT INFECT OR AFFECT YOUR EQUIPMENT AND MINING SYNDICATE HAS NO LIABILITY IN RESPECT OF ANY MALWARE, INCLUDING LIABILITY BASED UPON A CLAIM OF NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT BUT EXCLUDING MINING SYNDICATE’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
- No Transfer of Intellectual Property Rights.
This Agreement does not transfer to Customer any ownership, interest, or proprietary rights in any software, technology, work, processes, or other property or rights of MINING SYNDICATE (or any part thereof), and all right, title, and interest in and to the foregoing will remain solely with MINING SYNDICATE.
- Service Levels.
- a) Power Availability. MINING SYNDICATE will use commercially reasonable efforts to ensure that Services are available but makes no claims to uptime and provides no guarantees to power availability, but credits will be offered if uptime is below 95%. Credits will be applied to invoices if 95% is not achieved. These credits are provided 2 months after the affected month. For instance, if April uptime was 90%, then a 5% credit will be applied to the June invoice. If May uptime is 83%, a 12% credit will be applied to the July invoice, etc.
- b) Exceptions to Power Availability. Power Availability is reduced by any of the following:
(i) scheduled routine maintenance, (ii) planned, periodic relocations of Your Equipment,
(iii) an event covered by Section 28 (Force Majeure), (iv) an event we reasonably deem
to be an emergency, (v) an issue with any software, data, hardware, or network outside
MINING SYNDICATE’s direct control, (vi) outages or disruptions caused by a third party outside MINING SYNDICATE’s direct control, (vii) any suspensions due to your late payment, and (viii) market fluctuations in power pricing or other increases to MINING SYNDICATE’s operating costs. We will not arbitrarily or capriciously relocate Your Equipment. However, we may relocate Your Equipment as necessary to accommodate changing operational needs in the Facility and such relocation will result in a reduction to the Availability Target under Section 13(b)(ii).
- c) Environmental Temperature. MINING SYNDICATE will use commercially reasonable efforts to ensure that the supply inlet air temperature and the relative humidity in the Facility meet the
operating specifications provided by the manufacturer(s) of Your Equipment.
- d) Emergency. In an emergency, the Facility will take precedence over Your Equipment.
MINING SYNDICATE may remove or rearrange Your Equipment during an emergency without any liability to Customer or any individual or entity associated with Customer. Customer hereby acknowledges this waiver of liability in the event of Emergencies.
WARRANTY & DISCLAIMER
- e) MINING SYNDICATE Mining MAKES NO WARRANTIES OR GUARANTEES RELATED TO THE AVAILABILITY OF SERVICE OR THE OPERATING TEMPERATURE OF THE
FACILITY OR PARTNER FACILITIES. THE SERVICE AND THE FACILITY PROVIDED BY MINING SYNDICATE IS PROVIDED “AS IS.” MINING SYNDICATE MAY NOT PROVIDE MECHANICAL COOLING OR BACKUP POWER AND THE FACILITY IS SUBJECT TO SWINGS IN LOCAL TEMPERATURE, WIND, HUMIDITY, ETC. MINING SYNDICATE MAKES NO WARRANTY WHATSOEVER, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; or (C) WARRANTY AGAINST INTERFERENCE. MINING SYNDICATE DOES NOT WARRANT THAT (A) THE SERVICE SHALL BE AVAILABLE 24/7 OR FREE FROM INTERRUPTIONS; (B) THE SERVICE SHALL MEET CUSTOMER’S REQUIREMENTS; OR (C) THE SERVICE SHALL PROVIDE ANY FUNCTION NOT DESCRIBED IN THIS AGREEMENT.
- Facility and Equipment Security. MINING SYNDICATE uses commercially reasonable efforts to ensure that access to the Facility and Your Equipment will be monitored and restricted at all times. If we determine that Your Equipment endangers the security of our network, any of our other customers security and/or equipment, or third parties or the Facility, you are required to cooperate with us in a security review. If we determine that Your Equipment has in fact compromised the security of such items, you will be charged for any security remediation. Your ability to use the Services may be suspended during the security
remediation period. We agree to provide you with written notice if we determine that
there has been unauthorized access to aspects of the Facility or Your Equipment that are
fully within our control. This notice will be provided to you as soon as reasonably
possible; however, mitigation of the security of our network and the Facility shall take
priority over notification.
- Account and Information Security. MINING SYNDICATE uses two-factor authentication and encryption to the degree we deem advisable, and we take seriously our obligation to safeguard your personally-identifiable information (“PII”). However, MINING SYNDICATE is not liable for any security breach that results in disclosure of your PII to third parties unless due to MINING SYNDICATE’s gross negligence or intentional misconduct.
- Fees and Taxes.
- Recurring Fees. The billing cycle and cost for the Services is set out in each order you submit to us and is based on the number of months you commit to purchase Services. You are responsible for all fees for the Services (“Base Fees”).
- Promotional Offers. From time to time MINING SYNDICATE may extend promotional offers with terms that modify our standard terms, including by reducing the Base Fees and non-recurring charges. Special promotions typically apply to new customers only. If you terminate the Services with a special promotion, we will remove the discount or other benefit from the special promotion, which may result in additional fees, nonrecurring charges, and
- Non-recurring Charges. We may require that you pay certain non-recurring charges, such
as delivery expenses, customs and exportation fees, repair fees (to MINING SYNDICATE or third-party providers to which we send any damaged items of Your Equipment if you request us to repair such items), and changes to your account, including mining pools of excess of the
number of changes per month allowed pursuant to Section 7(c) (Account Changes).
Payment of any outstanding non-recurring charges is a condition precedent to our
obligation to provide the Services to you.
- Taxes. You are responsible for all taxes assessed by local, state/provincial, and/or federal
authorities regardless of your physical location. If these taxes are assessed on us, based on
the Services we provide to you, and we are required to pay these taxes, they will be billed
to you, in addition to a reasonable special handling and processing fee. You are not
responsible for taxes based on our income.
- No Refunds. Base Fees, non-recurring charges, and associated taxes are not refundable in
whole or in part, nor are they subject to any satisfaction or performance guarantees.
- Adjustments . MINING SYNDICATE shall make adjustments to the Monthly Service Fee as appropriate by MINING SYNDICATE for changes in the number of mining rigs and foreseeable changes in operating costs at the Facility (the “Estimated Monthly Amount”). The first Monthly Service Fee shall be due within five (5) business days of the Effective Date. Thereafter, subsequent invoices, as adjusted, will be invoiced on the 25th day of the following month after deployment and will be an advance of the Estimated Monthly Amount including any adjustment applied to the invoice based on the number of miners and metered amount of power for the prior month. Invoices shall be paid by Customer within five (5) business days from the date of the invoice issued by MINING SYNDICATE.
- Security Interest.
Customer hereby grants a first lien security interest in the Mining Equipment in favor of MINING SYNDICATE to secure the obligations of Customer under this Agreement. MINING SYNDICATE may, at such time as it determines appropriate, file a UCC-1 Financing Statement in such places as it determines to evidence the security interest granted by Customer to MINING SYNDICATE under this Agreement. Customer hereby authorizes MINING SYNDICATE to file a UCC financing or continuation statement describing the Mining Equipment and the proceeds of such equipment as “collateral” to secure Customer’s obligations under this Agreement in any manner that MINING SYNDICATE or its counsel deems appropriate, including a description of such collateral to include the Mining Equipment, the proceeds of the equipment including “all assets, whether now owned or hereafter acquired” (or words of similar effect) (collectively the “Collateral”). Customer hereby pledges to MINING SYNDICATE, as security for Borrower’s obligations hereunder, and grants to MINING SYNDICATE, a first priority continuing security interest in, lien on and rights to net and set-off any amounts owed against the Collateral. Customer agrees to undertake actions reasonably necessary to preserve the lien and security interest on the Collateral so that the Collateral remains subject to the first priority perfected security interest granted hereunder. Notwithstanding any termination of this Agreement, MINING SYNDICATE’s first priority security interest in the Collateral shall remain in effect for so long as any unpaid amounts due or owing to MINING SYNDICATE remains outstanding.
- Base Fees and associated taxes (if there are any) are invoiced monthly in advance prior to
the first day of next billing cycle and due 5 calendar days after issuance. The billing cycle
begins on the day Your Equipment is setup and connected in MINING SYNDICATE’s facility. The billing cycle is based upon a 365 day calendar divided by 12 months. Upon initiation, MINING SYNDICATE collected the first and last 2 months payment up front prior to deploying any equipment. The first month collected is applied to the first month charge associated with the customer account. The last two months month are held as security until the last two months’ payment for the contract comes due after which the payment is applied to the customer’s account.
- Non-Recurring Charges: Non-recurring charges and associated taxes will generally be
billed in advance and must be paid in full before MINING SYNDICATE performs any work or services in respect thereof. If MINING SYNDICATE invoices Customer for any non-recurring charges after performing the associated work or services, Customer must pay the related invoices within 15 days of receipt.
- Late Payments. If you do not make any payment due hereunder within 48 hours of the
invoice due date, your account will be considered delinquent, and we may suspend the
Services at any time. You are responsible for all charges we incur because of your
delinquency, including collection charges and attorneys’ fees. Delinquent payments are
subject to default fees equal to the lesser of 1.5% per month and the maximum amount
allowed by law.
- Merchant Fees. Any payment due hereunder that is made by credit card will be subject to
a 3% processing fee. All incoming bank wires or cashier’s checks are accepted with no processing or merchant fees.
- Setup Fees. Customer shall pay MINING SYNDICATE the Setup Fees (as specified on our website).
MINING SYNDICATE shall determine the Initial Setup based on, among other things, the cost to prepare the Facility and install the Mining Equipment at the Facility. The Setup Fee is due within five (5) business days of the Effective Date. Additional Setup Fees may be due for changing equipment out after initial equipment installation.
- Default in Payments.
- Suspending the Services. If you fail to pay Base Fees, any non-recurring charges, or
applicable taxes when due, MINING SYNDICATE may immediately suspend the Services. During any period of suspension, we may allow Your Equipment to continue operating, in which case any cryptocurrency we mine becomes the property of MINING SYNDICATE and shall not be used to offset amounts owed and due MINING SYNDICATE. You acknowledge that the retention said cryptocurrency is not a penalty but is in the nature of liquidated damages.
- Acceleration of Balance Owed Under this Agreement. It is understood and agreed that on
default in the payments, or any part thereof, when due, 48 hours after the payment is due,
MINING SYNDICATE, at its’ election, may accelerate the total amount owed under the contract and declare the same payable at once without notice or demand, which is hereby waived, on any parties to this Agreement. You acknowledge that such Acceleration of the balance owed under the contract is not a penalty but is in the nature of liquidated damages.
- Customer’s Equipment Upon Default. 30 days after default in payment, Customer’s
equipment will become the property of MINING SYNDICATE. Any Cryptocurrency remaining on Customer’s Cryptocurrency mining equipment 30 days after Customer defaults on
payment becomes the property of MINING SYNDICATE automatically. Retention of said Equipment 30 days after Customer defaults on payment is not used to offset moneys owed by Customer to MINING SYNDICATE. You acknowledge that retention of said equipment owed under the contract is not a penalty but is in the nature of liquidated damages.
- Attorneys’ Fees. Legal costs associated with indemnification will be billed to you, and
you will remain responsible for all such legal costs, and any costs associated with
- Term and Termination.
- Term. This Agreement begins on the date all of the following are completed: (i) Customer
signs this Agreement, (ii) Customer submits their first Order to MINING SYNDICATE via MINING SYNDICATE’s website(iii) MINING SYNDICATE receives miners Customer sends to us, (iv) MINING SYNDICATE sets up and connects Customer Equipment, (v) Customer pays all upfront fees required by MINING SYNDICATE. The initial term of this Agreement is the contractual time period you select in such Order. Upon expiration of the such time period, this Agreement will automatically renew either (A) on a month to month basis at MINING SYNDICATE’s applicable Base Fee pricing for one-month contracts or (B) for the time period you select in a new Order you submit to MINING SYNDICATE unless this Agreement is otherwise terminated pursuant to this Section 19.
- Termination for Cause. MINING SYNDICATE may terminate this Agreement for cause
immediately following written notice to Customer, if Customer: (a) fails to make any payment(s) when due pursuant to this Agreement; (b) breaches, repudiates, violates, or fails to perform or fulfill any covenant, agreement or provision of this Agreement; (c) makes or is deemed to have made any representation or warranty under this Agreement that is incorrect or misleading in any material respect; (d) consolidates or amalgamates with, or merges into, or transfers all or substantially all of its assets or reorganizes or reconstitutes into or as, another entity, and the resulting, surviving or transferee entity fails to assume all of the obligations of Customer under this Agreement or (e) dissolves, liquidates, seeks protection under any bankruptcy or insolvency law or proceeding or similar law affecting creditors’ rights, becomes insolvent or is unable to pay its debts or fails or admits in writing its ability generally to pay its debts as they become due (each event, a “Default”).
- Mutual Right to Terminate for Material Breach. Either party may terminate this
Agreement if the other party materially breaches this Agreement. The party claiming a
material breach must provide written notice to the breaching party and 10 calendar days
to cure such breach. Any such written notice must contain sufficient information to allow
the breaching party the opportunity to understand and cure the material breach. Your
failure to pay Base Fees, non-recurring charges, or applicable taxes when due always
constitutes a material breach. Either party may terminate this Agreement immediately if a
material breach is incapable of cure. Your termination of this Agreement is your sole and
exclusive remedy for our material breach.
- MINING SYNDICATE’s Right to Terminate for Good Cause. We may terminate the Services at any time immediately after providing you with written notice to you for Good Cause. “Good Cause” exists if (i) the Services become cost prohibitive, (ii) you engage or threaten to engage legal counsel who contacts MINING SYNDICATE or our legal counsel regarding a dispute between you and MINING SYNDICATE, or (iii) in MINING SYNDICATE’s good faith determination, Customer repeatedly places unreasonable demands on MINING SYNDICATE or consumes a significantly disproportionate amount of the time and efforts of the MINING SYNDICATE Parties relative to the volume of the Services purchased by Customer.
- Customer’s Early Buyout Right. You may terminate the Services at the end of the Initial
Term or any Renewal Term by giving us notice not less than 30 days. Except where
termination occurs at the expiration of the Term with 30 calendar days’ advance notice
provided, or it is terminated by you due to a material breach by MINING SYNDICATE (as set out herein), you must pay us a “Termination Fee.” The Termination Fee is calculated by multiplying the remaining number of billing cycles of the Term by the monthly Flat Fee Payments. You agree to pay any Termination Fee within 10 calendar days of the termination date. You furthermore agree that until the Termination Fee is paid in full, you may not have
access to Your Equipment and thus may incur further fees for equipment storage past the
end of service term. You acknowledge that such Termination Fee is not a penalty but is in
the nature of liquidated damages.
- Effect of Termination. Upon termination of the Agreement for whatever reason, we may
immediately stop providing the services. We will ship Your Equipment back to you based
on the instructions you provide to us. You are responsible for paying the shipping and
delivery costs (or providing prepaid shipping labels to us) and any disconnect or
deinstallation costs prior to us shipping Your Equipment back to you. Until you make any
payments of non-recurring charges or outstanding Base Fees, MINING SYNDICATE will retain all of Your Equipment and MINING SYNDICATE may mine cryptocurrency with Your Equipment for MINING SYNDICATE’s own behalf in its sole discretion. Sections 15 (Fees and Taxes), 17 (Payments), 20 (Insurance),
21 (Limitations of Liability), 22 (Indemnity), and 24 (Governing Law) will survive the
termination of this Agreement.
Customer will obtain and maintain adequate insurance coverage for the Mining
Equipment. Customer agrees to look exclusively to Customer’s insurer to recover for injury
or damage in the event of any loss or injury, and releases and waives all right of recovery
against MINING SYNDICATE and its agents, affiliates, subsidiaries, officers, directors and
employees. MINING SYNDICATE provides no insurance on Customer equipment and will offer no remedy or repayment for financial losses resulting from damage or loss while MINING SYNDICATE provides Services.
- LIMITATIONS OF LIABILITY.
- NO CONSEQUENTIAL-TYPE DAMAGES. MINING SYNDICATE AND OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD-PARTY VENDORS (“ MINING SYNDICATE PARTIES”) ARE NOT LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR
ANY OTHER THIRD PARTY ARISING OUT OF, OR RELATING TO, OR IN
CONNECTION WITH THIS AGREEMENT AND THE SERVICES, REGARDLESS
OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR
NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (III) THE
LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON
WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY AGREED OR
OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- ABSOLUTE LIMITATION OF LIABILITY. IN NO EVENT WILL THE AGGREGATE
LIABILITY OF THE MINING SYNDICATE PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE SERVICES, WHETHER ARISING OUT OF OR RELATED
TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT) OR OTHERWISE, EXCEED THE
AGGREGATE AMOUNTS PAID TO MINING SYNDICATE FOR THE SERVICES DURING THE PREVIOUS MONTH OR $500, WHICHEVER IS LESS. SOME JURISDICTIONS DO
NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE
JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT
PERMITTED BY LAW.
- Indemnification by Customer. Customer shall indemnify, defend and hold harmless each
MINING SYNDICATE Party from and against all claims, damages, losses, liabilities, suits, actions, demands, settlements, penalties, proceedings (whether legal or administrative), and any other expenses (including reasonable attorneys’ fees) (each, a “Claim” or collectively, the
“Claims”) threatened, asserted, or filed by a third party against any of the indemnified
parties arising out of, or relating to: (i) Customer’s use of the Services unless the Claim is
one for which MINING SYNDICATE owes you indemnity pursuant to Section 22(b), (ii) any violation by Customer of any MINING SYNDICATE policy, (iii) any breach of Customer’s representations, warranties or covenants contained in this Agreement, and (iv) any acts or omissions by you. You may not enter into any settlement without MINING SYNDICATE’s prior written consent.
- Indemnification by MINING SYNDICATE. MINING SYNDICATE shall indemnify, defend and hold harmless Customer harmless from and against all Claims threatened, asserted, or filed by a third party against Customer arising out of, or relating to a breach by MINING SYNDICATE of our representations, warranties, or covenants contained in this Agreement.
- Monitoring of Communications and Disclosure.
We may disclose information, including information that you may consider confidential, to comply with a court order, subpoena, summons, discovery request, warrant, regulation, or governmental request. We assume no obligation to inform you that information has been so provided, and in some cases may be prohibited by law from giving such notice. We may also disclose such information when it is necessary for us to protect our business, or others, from harm.
- Disputes, Governing Law; Waiver of Jury Trial; Arbitration.
This Agreement will be governed by and construed in accordance with the laws of the State of Delaware without regard to any choice or conflict of laws rules. The Parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement. Each Party agrees to submit any and all disputes concerning this Agreement, if not resolved between the parties, to binding arbitration under one (1) neutral, independent and impartial arbitrator in accordance with the Commercial Rules of the American Arbitration Association (“AAA”); provided that, the arbitrator may not vary, modify or disregard any of the provisions contained in this Agreement. The decision and any award resulting from such arbitration shall be final and binding. The arbitrator is not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. Both Parties shall equally share the fees of the arbitrator. The arbitrator may award attorney’s fees to the prevailing party as determined by the arbitrator.
- Nature of Relationship.
The rights and obligations of MINING SYNDICATE and Customer set out in this Agreement are undertaken as independent contractors. Neither of the parties has the right to create an obligation on behalf of the other except if Customer instructs MINING SYNDICATE to take action on Customer’s behalf to maintain, repair, or replace any of Your Equipment. This Agreement does not create any agency, partnership, joint venture, or franchise relationship.
Notices sent to either party shall be effective when delivered in writing (“Notice”) in
person or transmitted by fax (with confirmation of receipt), one day after being sent by
overnight courier, or three days after being sent by first class mail postage prepaid to the
addresses set forth below, or at such other address as the parties may provide from time to
Customer acknowledges that delays in hosting initiation does not equate to a potential refund of miner hardware. If there are unforeseen delays that would prevent a machine from being plugged in in a timely manner, Customer does not have the right to demand a refund of any hardware purchases.
If to MINING SYNDICATE:
1203 Beta Drive #103
Rockwall, TX 75087
If to the Customer:
- Force Majeure.
Except for your obligation to pay any amount due hereunder, which is
absolute and unconditional, neither party is liable to the other for any delay or failure in
performance due to events outside the defaulting party’s reasonable control, including fire,
strike, embargo, explosion, power failure, flood, lightning, war, water, electrical storms, labor
disputes, civil disturbances, governmental requirements, acts of civil or military authority,
acts of God, pandemics, acts of public enemies, inability to secure replacement parts or
materials, cyber-incidents, telecommunications services, transportation facilities, or other
causes beyond its reasonable control, whether or not similar to the foregoing. This also
includes planned service, operation and maintenance needs.
The obligations and rights of the excused party will automatically be extended on a day to
day basis for the time of the excusable delay.
If any term of this Agreement is deemed unenforceable in any jurisdiction,
such unenforceability does not affect any other term of this Agreement or render
unenforceable such term in any other jurisdiction.
No waiver by a party of any breach of this Agreement is a waiver of any subsequent
breach. The failure of any party at any time to require performance of the other party’s
obligations hereunder does not affect the right to later enforce this Agreement.
- Entire Agreement / Amendment.
Collectively, such documents constitute the entire agreement of the parties with respect to the
Services and supersede all prior and contemporaneous understandings or agreements, both
written and oral, with respect to the Services. This Agreement may only be amended in
writing and signed by each party.
- Attorneys’ Fees.
The prevailing party in any Related Action shall be entitled to recover that
party's costs of suit, including reasonable attorneys' fees.
- Mutually Drafted.
The parties stipulate and agree that this Agreement and the language used
in this Agreement are the product of both Parties efforts in consultation with their attorneys
and each Party hereto hereby irrevocably waives the benefit of any rule of contract
construction which disfavors the drafter of an Agreement.
- Advice of Counsel / Interpretation.
The parties represent they have each had the
opportunity to seek the advice of counsel in reviewing this Agreement. This Agreement was
freely negotiated, and any rule of construction regarding interpretation against the drafter of
an agreement shall not apply to interpreting this Agreement.
- Further Actions.
Each party agrees to provide such further information about themselves as
may be required to further the purposes herein and execute such other documents as may be
advisable to implement and perfect the transactions contemplated by this Agreement or to
comply with any applicable law or regulatory disclosure.
This Agreement shall be construed as a whole and in favor of the validity and
enforceability of each of its provisions, so as to carry out the intent of the parties as expressed
herein. Headings are for the convenience of reference, and the meaning and interpretation of
the text of any provision shall take precedence over its heading. This Agreement may be
signed in one or more counterparts, each of which shall constitute an original, but all of
which, taken together shall constitute one agreement. A faxed copy or photocopy of a party's
signature shall be deemed an original for all purposes.
- Remedies Cumulative.
Remedies hereunder are cumulative and do not exclude any other
remedies to which a party is lawfully entitled.
- Parties in Interest.
Nothing in this Agreement confers any right or remedy under this
Agreement or discharges the obligation or liability of any person or entity other than MINING SYNDICATE and Customer and their permitted successors and assigns.
Customer may not assign this Agreement or Customer’s duties, obligations,
and rights of to any other person or entity except upon our prior written consent, which
consent we may withhold in our sole discretion. MINING SYNDICATE may freely assign this Agreement.
- Signature Pages.
This Agreement may be executed with any number of duplicate signature pages.
Signature pages may be signed and exchanged electronically.
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___[Please Initial] CUSTOMER ACKNOWLEDGES TARGET UPTIME IS BETWEEN 90
-95%. ON AVERAGE, THIS IS 1 - 2.5 HOURS PER DAY OF DOWNTIME BUT
SEASONALITY MAY AFFECT AND COULD BE MORE OF LESS ON ANY GIVEN
DAY. CUSTOMER THAT THIS IS A TARGET AND MAY NOT BE ACHIEVED. MINING SYNDICATE WILL OFFER CREDITS BELOW 95% UPTIME IN THE 2 MONTHS FOLLOWING, AS OUTLINED IN SECTION 13 ABOVE.