Terms and Conditions

CUDO MINER

TERMS OF SERVICE

Version dated: 23rd March 2023

CUDO MINER LTD, C/O VISTRA (BVI) LIMITED, VISTRA CORPORATE SERVICES CENTRE, WICKHAMS CAY II, ROAD TOWN, TORTOLA, VG1110, BRITISH VIRGIN ISLANDS, ARE THE INTERNATIONAL LICENSE HOLDER OF CUDO MINER, A SOFTWARE PRODUCT DEVELOPED AND OWNED BY CUDO VENTURES LTD.

BY USING OUR SERVICES YOU CONFIRM THAT YOU ACCEPT THESE TERMS (INCLUDING ALL SCHEDULES) AND THAT YOU AGREE TO COMPLY WITH THESE TERMS. TO THE EXTENT ANYTHING IS UNCLEAR IN THESE TERMS, YOU CONFIRM YOU HAVE DISCUSSED THIS WITH AN APPROPRIATE ADVISOR. YOU THEREFORE ACCEPT THAT YOU HAVE OBTAINED SUFFICIENT INFORMATION ABOUT OUR SERVICES TO MAKE AN INFORMED DECISION TO USE THEM.

PLEASE NOTE THAT DEALING IN CRYPTOASSETS IS NOT A REGULATED ACTIVITY IN THE BVI. YOU SHOULD ONLY DEAL IN CRYPTOASSETS IF YOU CAN AFFORD TO LOSE ALL OF YOUR INVESTMENT AS DEALING IN CRYPTOASSETS INVOLVES A HIGH DEGREE OF RISK. THE VALUE OF CRYPTOASSETS CAN GO UP OR DOWN, MAY BE VERY VOLATILE AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY DEALING IN CRYPTOASSETS. 

YOU SHOULD CAREFULLY CONSIDER WHETHER DEALING IN CRYPTOASSETS IS SUITABLE AND APPROPRIATE FOR YOU IN LIGHT OF YOUR OWN FINANCIAL SITUATION AND ATTITUDE TO RISK, AS EVALUATED BY YOU CAREFULLY. WE DO NOT MAKE ANY REPRESENTATIONS OR RECOMMENDATIONS REGARDING THE ADVISABILITY OR OTHERWISE OF DEALING IN CRYPTOASSETS. 

OUR SERVICES ARE NOT CURRENTLY REGULATED BY ANY REGULATOR. PLEASE NOTE ALSO THAT OUR SERVICES ARE NOT COVERED BY ANY COMPENSATION SCHEME OR OMBUDSMAN SERVICE.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

1. Introduction

1.1 PLEASE READ CAREFULLY AND IN FULL these terms and conditions (the “Terms”) which set out the basis on which our customers (“you” or “your”) may access our Website(s) (as defined in clause 2.1) and use our Services (as defined in clause 3) provided by CudoMiner Ltd, C/O Vistra (BVI) Limited, Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands  (“CML”, “we”, “us”,  or “our”).

1.2  Your access to and use of the Website and Services is conditional upon your acceptance of, and compliance with, these Terms. By accessing or using our Website and / or our Services you agree to be bound by these Terms. If you disagree with any part of these Terms then you may not access our Services, and must stop using the Website with immediate effect.

1.3  We recommend that you keep a copy of these Terms for future reference. You are responsible for ensuring that anyone who accesses our Website on your behalf is aware of these Terms and complies with them.

2.  Definitions and Interpretation

2.1  The following definitions and rules of interpretation apply in these Terms:

Account:	refers to your personal account accessible via the Website or our app.
Additional Commitment Period:	means the period after Initial Commitment Period, in which case these Terms will annually renew for an additional of 12 months, each such further period to be referred to as an Additional Commitment Period;
Airdrops:	means a general distribution of cryptoassets to Wallet addresses.
Applicable Law:	refers to all applicable laws, statutes, regulations and regulatory guidance that apply to you, us and these Terms from time to time.
Authorised Person(s):	has the meaning set out at clause 5.1.
Business Day:	means any day other than Saturday or Sunday or a public or bank holiday in the British Virgin Islands.
Client:	means your underlying clients to the extent you provide your clients access to our Services on a white-labelled basis in accordance with these Terms.
CML:	CudoMiner Ltd
Computing Hardware:	means any hardware device you use for Mining including, but not limited to, mobile phones, laptop computers, tablets, desktop computers, workstations, servers, ASICS, FPGAS, CPU’s, GPU’s, storage devices or any other devices capable of running the CML Software.
Commencement Date:	means the date on which you start using our Services.
Commitment Period:	means the Initial Period as well as any Additional Commitment Period.
CML Software:	means the software we provide you so that you can use our Services.
Device:	means any device you use to access our Services.
Fee Date:	has the meaning set out at clause 16.2.
Fork(s):	refers to changes to the usability, functions, value or versions of a cryptoasset.
Initial Commitment Period:	means the period of 36 months from the Commencement Date.
Material:	has the meaning set out at clause 19.1.
Mining (Mine, Mines, Mined):	means a process that involves Computing Hardware making many thousands of calculations in the attempt to solve a cryptographic puzzle, which, when solved, means that persons Mining are, or their associated network is, rewarded with an amount of cryptoassets.
Mining Account:	has the meaning set out at clause 12.3.
Network Botnets:	means any computer(s) in a network of compromised computers (including any devices able to carry out computing functions) which can be used to transmit malware or spam, or to launch attacks.
Overclocking:	refers to running Computing Hardware at a speed higher than that intended by the manufacturers.
Privacy Policy:	means our privacy policy available at https://www.cudominer.com/privacy-policy/
Services:	has the meaning set out at clause 3.
User Portal:	is an area on our Website and app where you can login to access our Services.
Virus:	refers to any viruses, bugs, vulnerabilities, glitches, weaknesses, spyware, malware, adware or other harmful or deleterious programs, material, code and / or software.
Wallet:	means any cryptoasset wallet you use for holding cryptoassets.
Website(s):	means any or all of our websites where you may access and use our Services and www.eliovp.com.

 

2.2  Any reference in these Terms to an obligation applying to you includes an obligation on you to ensure all persons who instruct us on your behalf comply with such obligation, and any such person may only enjoy any rights granted under these Terms solely to the extent they do so in their capacity as your agent acting on your behalf (and not in their own capacity). 

2.3  Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.4  Any phrase introduced by the term “include”, “includes”, “including” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

2.5  References to “dealing in” or “deal in” are references to any participation in cryptoassets including Mining, staking, buying, acquiring, accepting, holding, storing, selling, disposing of and / or otherwise making use of cryptoassets. 

2.6  References to “cryptoassets” are to those cryptoassets we support for the purpose of providing our Services, as set out in [Schedule 3].

2.7  Any reference to “loss” refers to any loss or damage of whatever nature, whether direct, indirect or consequent, and regardless of whether foreseeable or not.

2.8  Any reference to “you” and “your” includes any person making use of our Services or our Website or otherwise dealing with us on your behalf (including any Authorised Person). Any act or omission by any such person shall be deemed an act or omission by you directly, and you accept liability and responsibility for such person as if they were your own actions.

2.9  A reference to writing or written includes email.

2.10  A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied from time to time. 

2.11  References to clauses and Schedules are to the clauses of and Schedules to these Terms. The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the Schedules. Clause and Schedule paragraph headings shall not affect the interpretation of these Terms.

2.12  In these Terms, unless the context otherwise requires: the singular includes the plural and vice versa; “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to any statute, statutory instrument or regulations shall be references to such statute, statutory instrument or regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force and any reference to a regulator and rules made by a regulator shall, apart from in this clause, include its successor as regulator and rules made by the successor as regulator in substitution for those rules. Headings are for convenience only and have no bearing on the interpretation of these Terms. 

3. Our Services

3.1  We may provide you with the ability to: 

        3.1.1 Mine cryptoassets;

        3.1.2 exchange cryptoassets for gift cards or gift vouchers,

        all together, the “Services”.

3.2  We do not:

• • 3.2.1 give advice: by offering access to any cryptoasset or Computational Resource, or giving you information about any cryptoasset, we are not providing any type of recommendation or approval. You must not rely on any information we give you when making your decision whether to use our Services. You must only make these decisions based on your own assessment of the risks and benefits of doing so.
  • 3.2.2 give any warranty, guarantee or representation about the suitability of any Services we offer: if you are unsure as to whether our Services are suitable or appropriate for you, you should obtain independent expert advice regarding this.

4.  Getting started 

4.1  Before you can use our Services, you will need to open your Account with us. In order to open an Account you need to give us any information and documentation we may request to verify your identity and run due diligence checks as we deem appropriate to ensure we comply with our legal and regulatory obligations. You can use your Account to keep track and manage your cryptoassets.

4.2  Once you open an Account, you can access our Services:

• • 4.2.1 by installing and running the CML Software onto one or more of your Devices; and
  • 4.2.2 via our Website. 

4.3  As part of on-boarding, you may create a username. You are responsible for ensuring that any username you use does not infringe the rights of another person, is lawfully available for use, and is not offensive, vulgar or obscene. 

5.  Authorised persons (bodies corporate clients only)

5.1  Before using our Services, if you are a body corporate you must provide us with a list of those persons within your organization who have been duly authorized to provide us with instructions in relation to our Services (the “Authorised Persons”). We will confirm receipt of your list of Authorised Persons, as well as any additional persons you may add to the list from time to time (as also duly authorized), and, until we do so, we shall have no obligation to accept or otherwise act upon or respond to any instruction and / or communication made by any such person. We will, however, be entitled to act on the instructions of such a person should we believe in good faith that that person is intended to be an Authorised Person and we have received appropriate confirmation to this effect. We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Persons.

5.2  We are entitled to rely upon any instruction received from, or reasonably believed by the us to be from, any Authorised Person in good faith, whether or not they have actual authority to give instructions.  For example, this will include, but is not limited to, acting on any instruction made using a Device we believe is controlled by a duly Authorised Person, as well as any instruction made via your Account and /or using your security details. Also, any communication we send to an Authorised Person will be deemed sent to you.

5.3  You are fully responsible and liable for any action or inaction by an Authorised Person, and we will deem any such action or inaction as being made directly by you. All Authorised Persons may only enjoy any rights granted under these Terms solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Persons approved by you act in accordance with your obligations set out in these Terms, and any reference in these Terms to an obligation applying to you includes an obligation on you to ensure all Authorised Persons comply with such obligation. 

5.4  You need to be mindful that any instructions made by Authorised Persons are coordinated, as if we receive instructions from two Authorised Persons, you are deemed to have intended for both instructions to be carried out and we will act on such instructions accordingly without verifying that those coordinated instructions were or were not intended to be executed together when given. 

5.5  In the event that someone is no longer an Authorised Person, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the instructions of someone who is no longer an Authorised Person.

6.  Your representations 

6.1  You agree, covenant and represent at all times that:

• • 6.1.1  (if you are a body corporate) you are duly organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to these Terms and to comply with these Terms, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations on you
  • 6.1.2  (if you are an individual), you are at least 18 years old and eligible to agree to these Terms and to comply with the terms set out in these Terms, and you are able to comply with all related obligations, including as regards any age, residency, legal capacity, competency and all other requirements.
  • 6.1.3   you are legally permitted under Applicable Law to deal in cryptoassets, you have the necessary and relevant experience, knowledge and understanding to deal in cryptoassets, and there is no other reason to prevent you from agreeing to these Terms.
  • 6.1.4  you are acting on your own behalf and not as agent for another person, and any decision you make whether or not to deal with us is solely at your decision and is your responsibility. 
  • 6.1.5  you will act in compliance with these Terms, Applicable Law, and any other policies and standards provided to you by us. 
  • 6.1.6  you have familiarised yourself with the risks associated with dealing in cryptoassets, including those set out at Schedule 1.
  • 6.1.7 you will not invest more in cryptoassets than you can afford to lose.
  • 6.1.8  all information you supply to us is accurate and not misleading and you will notify us promptly of any change to such information provided to us.
  • 6.1.9  you understand that we need to comply with Applicable Law, and you authorise us to take all steps that may be required to comply with Applicable Law, as well as to generally act in accordance with good market practice.
  • 6.1.10  you waive any right you may have to participate in a class action lawsuit or a class wide arbitration against us, any entity which is part of the same company group as us, and / or any individual involved with us.
  • 6.1.11  you understand the tax implications of using our Services and accept sole responsibility for any tax in relation to your performance of your obligations under these Terms. 
  • 6.1.12 to the extent you may be unsure regarding any aspect of these Terms, including any legal, tax or accounting aspects of dealing in cryptoassets, you have obtained independent professional advice.

6.2  You shall immediately give us written notice in the event that any statement made in clause 6.1 is no longer true and accurate.

7.  Our representations 

7.1  We represent and warrant throughout the term of these Terms that we:

• • 7.1.1  are duly established and validly existing under the laws of the British Virgin Islands; and
  • 7.1.2  have the appropriate authority and full power to enter into these Terms and to perform our obligations as contemplated by these Terms.

8.  Your obligations

8.1  You must not, and must not attempt by any act or omission, to: 

• • 8.1.1  interfere with any other person’s access to our Services.
  • 8.1.2  use any Computing Hardware in connection with our Services without the full knowledge, awareness and authorisation of the owner(s) of such Computing Hardware. 
  • 8.1.3 circumvent the security of or interfere with the proper working of our Services or any server on which they are hosted, nor otherwise introduce, nor permit the introduction of, any Virus into CML Software, our Website or our systems.
  • 8.1.4  gain unauthorised access to any part of our Services, Website, the server, equipment or network on which our Website is stored, any server, computer or database connected to our Website or any software.
  • 8.1.5  use Network Botnets in connection with our Services, or Mine cryptoassets using several different IP addresses. 
  • 8.1.6  violate or infringe any intellectual property rights of any person, or otherwise abuse, offend, discriminate against, threaten, extort, defame, harass or stalk or otherwise violate or infringe the rights of any person.
  • 8.1.7  use our Website or Services to send junk email, spam or any other form of unsolicited communication to people who do not wish to or have not consented to receive them.
  • 8.1.8 attempt to access, decompile, reverse engineer, decipher, decrypt, decode, create derivative works in, disassemble, convert into a human-readable form, or otherwise interfere with CML Software.
  • 8.1.9 modify, sublicense, copy, rent, sell, distribute or transfer any CML Software except as permitted in these Terms.
  • 8.1.10  transmit, broadcast or procure the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation.
  • 8.1.11 disable any licensing or control features of CML Software or allow CML Software to be used with such features disabled.
  • 8.1.12 share, rent, or lease out your right to use CML Software.
  • 8.1.13  use our Website to attempt to gain unauthorised access to any other website, internet account, server, computer, equipment, system, network, data or information.
  • 8.1.14  use our Website to monitor data or traffic on any network or system.
  • 8.1.15  use our Website to collect information not intended for publication, including email addresses, screen names or other identifiers, by deceit or negligence. 
  • 8.1.16 involve any aspect of our Services or our Website in relation to any: denial of service or distributed denial of service attacks; distribution of Viruses; hosting of offensive and harmful content; interception of traffic; falsification of origin traffic; monitoring and crawling of any systems; illegal, fraudulent and harmful activities; SPAM and unsolicited email distribution;
  • 8.1.17  commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of a tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax, and tax includes duties and social security contributions.
  • 8.1.18 Use our Services, CML Software or our Website in connection with any purpose that is unlawful or immoral, or otherwise breach of any Applicable Laws.

8.2  Tax regulations may require us to provide tax authorities with certain information, or to withhold taxes from pay-outs we would otherwise make (including if you do not provide us with information we may request). Where this is the case, you authorise us to pass on the relevant information / make the relevant withholding(s) of tax. 

8.3  You must:

• • 8.3.1  comply with all your obligations as set out in these Terms, and not do anything that it is not permitted by these Terms.
  • 8.3.2  ensure that any Wallet you use to receive and hold cryptoassets supports all the requirements for the secure safekeeping of your cryptoassets. 
  • 8.3.3  provide us with whatever information we request for the purposes of satisfying our regulatory, compliance and contractual obligations. This includes any information we may request for the purposes of verifying your identity (including if relevant that of your beneficial owners) and checks required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime and you permit us to keep a record of such information. 
  • 8.3.4  ensure that all information you provide to us is accurate, complete and kept up to date.
  • 8.3.5  use the procedure set out at Schedule 3 when transferring Cryptoassets to and from us. 
  • 8.3.6  as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations under these Terms.

8.4  In relation to the information you provide us pursuant to clause 8.4.3:

• • 8.4.1  you must complete any verification procedures and customer identity checks that we may require from time to time.
  • 8.4.2  you authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action that we reasonably deem necessary based on the results of such inquiries. 
  • 8.4.3  you acknowledge that in carrying out inquiries, your personal information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
  • 8.4.4  you acknowledge that your ability to deal in cryptoassets under these Terms may be altered, on an ongoing basis, as a result of the information provided.

9. Buying and selling and cryptoassets

9.1  You may use our Services to buy and sell the cryptoassets we support (as set out at Schedule 3). 

9.2  When you make a transaction, an estimate of the applicable exchange rate and fee shall be calculated and displayed to you at the point of purchase on your Account. IT IS IMPORTANT THAT YOU NOTE THE EXCHANGE RATE ACTUALLY APPLIED TO YOUR TRANSACTION MAY VARY FROM THE RATE DISPLAYED BECAUSE OF FLUCTUATIONS IN THE VALUE OF CRYPTOASSETS AND COMPUTATIONAL RESOURCE FROM TIME TO TIME.

9.3  When transacting in cryptoassets, there may be a delay between you instructing us to arrange a transaction and the transaction being executed as we wait for the blockchain protocols to be fully updated to reflect the transaction. During this period the value of cryptoassets may change and the full value of the cryptoassets you hold may not show in your Wallet. Any fiat money will be sent to your designated payment account (which account needs to be in your name).

10. Limits 

10.1 We can restrict access to, and impose limits on the value or volume of, transactions you can make using our Services for any reason, and we can impose a minimum amount for making a transaction. We will notify you of any restrictions, limits or minimum amounts we set as soon as we reasonably can using the contact details you have provided to us.

11. Hardware Mining

11.1 We provide you with the ability to Mine cryptoassets on the blockchain networks we support using CML Software. We maintain the CML Software used for Mining.

11.2  You are responsible for:

• • 11.2.1 setting up your Computing Hardware so that it uses the CML Software to Mine cryptoassets;
  • 11.2.2  any damage to your Computing Hardware resulting from (i) incorrect or incomplete settings and (i) any other issues with the Computing Hardware, environment or other external issues; and
  • 11.2.3  all investment decisions when Mining cryptoassets. This includes the fact that you decide which cryptoassets to Mine, when to Mine them, and when to cease Mining them.

11.3  The amount you may receive from Mining from time to time depends on whether the Computational Resources you dedicate to Mining are rewarded. We do not control this, and therefore we do not guarantee any level of reward from Mining.

11.4  Suggested, listed or displayed overclocking or Computing Hardware settings may not be approved, reviewed or tested by us. They can be provided via AI, benchmarking, third parties or online information resources and carry a risk of damaging your device or your data. If you choose to apply these settings it is at your own risk, and we are not liable for any loss as a consequence.

11.5  When Mining you may not:

• • 11.5.1  redirect of hash rate on successful nonce discovery; or any method of switching mining pools to either maximise or gain any advantage against the mining pools being used.
  • 11.5.2  attempt to “game” the system to increase earnings above those that should be fairly earnt.

12.  Withdrawing rewards

12.1  You can chose whether to receive rewards in:

• • 12.1.1  the same or a different cryptoasset to that which you Mine;
  • 12.1.2  gift cards we make available.

12.2  We will display your current and pending balances for Mining. These may change as they are based on estimates.

12.3 Rewards you generate will be held in an account (your “Mining Account”) and are the property of CML until you withdraw them. We recommend that you withdraw from your Mining Account promptly. You may lose your right to withdraw from your Mining Account if:

• • 12.3.1  no user with access to your Mining Account logs in for 365 days;
  • 12.3.2  you do not actively participate in Mining in the first 30 days after opening an Mining Account;
  • 12.3.3  you do not actively Mine in your account for 90 days, or your balance is less than 0.001 BTC (or its equivalent in other cryptoassets);
  • 12.3.4  we suspect you of using fraud or automation to receive rewards;
  • 12.3.5  you do not reach the minimum amount required to withdraw within 180 days of opening your Mining Account; or
  • 12.3.6  we are unable to provide you with cryptoassets due to circumstances beyond our reasonable control.

13. Holding and transferring cryptoassets

13.1  Where you obtain cryptoassets using our Services, you may store them in your Mining Account or transfer them to another external Wallet. 

13.2  Your Mining Account can only be used to receive cryptoassets you receive using our Services. It cannot be used to receive any other form of rewards or payment, for example it does not accept Airdrops or cryptoassets resulting from a Fork.

13.3  Once cryptoassets are transferred to an external Wallet, we are not responsible for them and do not accept any liability in relation to them. 

13.4  If you transfer cryptoassets, you are responsible for ensuring that you give full and accurate details of the Wallet you are transferring them to or from. 

13.5  In certain cases, we may require that you transfer a minimum amount of cryptoassets for a transfer request to be valid. We do this to minimise the fees to the blockchain network and operational costs. Any such minimum transfer amount is displayed in your Account prior to executing the transfer.

14. White-labelling

14.1  Subject to your agreement with us under these Terms, you may onwards provide our Services to Clients on a white-labelled basis. Our Services are not intended for distribution to, or use by, any person in a country where such distribution or use would be contrary to local Applicable Law.

14.2  In onwards providing our Services, you are acting in your own capacity, and not as our agent. As such:

• • 14.2.1  all obligations and any liability owed by us under your agreement with us under these Terms shall only be owed to and calculated by reference to you;
  • 14.2.2 all cryptoassets owned by Clients shall be deemed owned by you for the purposes of enforcing rights under these Terms; and
  • 14.2.3  you shall be responsible to us for any breach of your obligations, regardless of whether that breach is the result of and / or relates to the actions or inaction of any Client. 

14.3  You shall be responsible for the payment of any fees owed to us under these Terms, regardless of whether any Client has or has not paid any fees or charges owed by the Client to you. 

14.4  In addition, you are responsible for ensuring that:

• • 14.4.1  you comply with all Applicable Laws and regulations in relation to the distribution of and Clients’ use of our Services, and for obtaining any appropriate legal advice regarding the Clients’ use of our Services (if required).
  • 14.4.2  all applicable anti-money laundering, KYC, anti-corruption, anti-bribery, anti-tax evasion and data protection laws and regulations are complied with in relation to Clients.
  • 14.4.3  Clients are treated fairly, including as regards your handling of any complaint and any (potential) conflicts of interest. 
  • 14.4.4  before any Client may benefit from our Services, there are terms agreed between you and the Client which:
    • 14.4.4.1  prohibit the Client from either taking or not taking any action which, if that action had been / had not been performed by the you, would be a breach of these Terms.
    • 14.4.4.2  prohibit the Client from acting on behalf of a third party or otherwise sub-distributing provision our Services, however you may at your discretion allow such activity to the extent that the position, rights and obligations of such third party / sub-distributor are in all material respects the same as yours from our perspective (including as regards clause 14.4.1) and in no way undermines the protections provided to us and our rights under these Terms.
    • 14.4.4.3  are not inconsistent with the terms of these Terms, including as regards any potential liability we have, and any suspension or termination rights. 
  • 14.4.5  the terms of the agreement between you and the Client as per clause 18.4.4 are properly enforced. 

14.5  We reserve the right to audit (including through the use of a third party auditor) you as reasonably required to verify that you are complying with your obligations under this clause 18, such audit to be at your reasonable expense, and you will promptly comply with any requests in relation to audit. 

14.6  We reserve the right, but not the obligation, at our sole discretion to:

• • 14.6.1  deal with any complaint in relation to our Services made by a Client; and / or
  • 14.6.2  take over the conduct of any litigation in response to the actions (or inactions) of a Client in relation to our Services, including as regards starting proceedings for a failure by a Client to comply with the terms of that Client’s agreement with you, 

in the event that we believe in good faith that you are not dealing with such complaint or litigation in a way satisfactory to us. You shall indemnify us for any losses and costs, including reasonable legal fees, as a result of us exercising our rights under this clause 18.

15.  Name and logo 

15.1  We may agree to grant to you a non-assignable, royalty-free and non-exclusive right to use our name and any logo associated with us for the purposes contemplated by these Terms. 

15.2  You, in providing our Services to Clients, agree to notify Clients that the white-labelled Services are “powered by Cudo”, and not to disguise, hide, diminish or obscure the provision of this information. 

15.3  You grant us a non-assignable, royalty-free and non-exclusive right to use your name and any logo associated with you.

15.4 The licences granted by each party under clauses ‎15.1 and 15.3 are granted subject to the following conditions:

• • 15.4.1  use of the relevant names and logos may only be made in the format and context agreed in writing in advance by the licensor (and after complying with any conditions imposed in giving such consent); 
  • 15.4.2  the licence will automatically terminate on the termination of these Terms; and 
  • 15.4.3  the licensee’s rights under this clause ‎19 may not be sub-licensed without having obtained the licensor’s prior explicit written consent.

16.  Fees

16.1  You must pay us the fees set out [in Schedule 2] [in the fees section of your Account]. All fees provided are exclusive of any applicable tax.

16.2 If you are paying fees on a subscription basis, then we will give you reasonable notice (and no less than seven days’ notice) in advance of any fee change, and you shall be able to end your agreement with us under these Terms, without a charge for doing so, with effect from the date on which the fee change would otherwise take effect (the “Fee Date”). If you do not end your agreement with us before the date the Fee Date, you will be deemed to have accepted the fee change.  

16.3  Otherwise, we will give you reasonable advance notice (and no less than seven days’ notice) of any changes in our fees, and your continued use of our Services shall be deemed acceptance of the new fees. 

16.4  You must pay all fees within 14 days of them becoming due and payable. If you do not we reserve the right to:

• • 16.4.1  sell cryptoassets we hold on your behalf and to use the proceeds to pay off any amounts due to us. 
  • 16.4.2  charge interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower. 
  • 16.4.3  require you make payment in advance in respect of any future fees.
  • 16.4.4  suspend our Services we provide under these Terms or terminate our agreement with you under these Terms with immediate effect.

17. Website content and availability 

17.1  We do not guarantee that access to our Website, or the content on it, will always be available or uninterrupted.  

17.2  We cannot and do not represent, undertake or guarantee that all content on our Website is accurate, complete, up to date or otherwise free from any errors or omissions. This includes the fact that fiat values of cryptoassets we display are estimates only and we make no representation or warranty of any kind, express or implied, as to their accuracy or reliability.

17.3  We reserve the right at our sole discretion to change our Website and any content on it, including by adding or removing content or functionality, at any time, including removing anything you may post on our Website.

17.4  We will not be liable to you for any loss arising out of or in connection with your use of (or inability to use) our Website or your use of or reliance upon any content on our Website. We do not endorse any opinion or other information expressed by users of our Website, and you acknowledge that any reliance on material posted by other users will be at your own risk. You should always obtain appropriate specialist advice before taking, or not taking, any action or inaction based on any content on our Website.  

17.5  Where our Website contains links to other websites and content provided by third parties, these links are provided for your convenience only. We have no control over, and so accept no responsibility or liability to you for, those other websites or their content, and your use of them is solely at your own risk.

18.  Security

18.1  You are responsible for safeguarding the password that you use to access your Account and our Services, and you are responsible for any activities or actions undertaken using your password. It is your responsibility to keep this information secret and confidential and not to disclose it to any other person. We are not liable for any loss as a result of the security of your password or Account being compromised. 

18.2  We are entitled to rely upon any instruction and / or communication received from, or believed in good faith by us to be from, you and / or any person providing your password, regardless of whether you have actually authorised those instructions / communications. We do not accept any liability for any loss caused by us acting on such an instruction / communication.

18.3 If you think that somebody else might know your password, or that the security of your Account has been compromised or is being used without your authorisation, you must notify us immediately at cudominer.com/contact.

18.4  We reserve the right to disable your password at any time if, in our reasonable opinion, you fail to comply with any part of these Terms or if we consider that there may be a security risk.

19. Intellectual Property

19.1  We are the owner or the licensee of all copyright and intellectual property rights (of whatever nature) that exist in connection with our Website (including any content on the Website) and our Services (all together, the “Material”). You have the right to use any of these Materials only for the purpose of using our Services. Any other use is expressly prohibited. 

19.2  We and / or our licensors own and retain all intellectual property rights associated with the Material. We grant you a limited, personal, non-exclusive, non-commercial, royalty-free, revocable, non-sub-licensable and non-transferable licence, subject to these Terms, to access and use the Material solely for the purpose as permitted by us of receiving our Services. Any other use is expressly prohibited. This includes the fact that:

• • 19.2.1  We expressly reserve all rights in and to the Materials and all content, materials, information and data related to the same. You agree that we do not grant you any rights in or licenses to any Materials except for the limited licence set out above.
  • 19.2.2  Except to the extent expressly permitted under these Terms, you agree that you shall not (either solely or jointly with or on behalf of any other third party) modify, reverse engineer, reverse compile, disassemble, copy, frame, mirror, scrape, rent, lease, licence, loan, republish, display, sell, rent, distribute, transfer, assign, disclose or create derivative works based on the Materials, in whole or in part.
  • 19.2.3  You agree that you shall not exploit any intellectual property in relation to the Material for a commercial purpose not permitted by these Terms. 
  • 19.2.4  You agree that you shall not attempt to obtain, or assist third parties in obtaining, access to Materials other than as permitted by these Terms.

19.3  All logos related to the Materials are marks of Cudo or our licensors. You may not copy, imitate, or use our trading names or logos without our prior written consent. All rights, title and interests in and to the Materials, any content thereon or therein and all technology and any content created or derived from any of the foregoing is the exclusive property of us and our licensors.

20.  Links from our Website to other websites

20.1  Our Website may contain links to third party websites or services that are not owned or controlled by us. Whilst we provide these links, we have no control or oversight over, and assume no responsibility or liability for, the content, privacy policies, or practices of such third party websites or services. Any activities you engage in with, or services you receive from, third parties are between you and such third party directly and we are not liable for any loss as a consequence. We do not make any representation that the services of any third party are appropriate or suitable for you.

20.2  You are responsible for complying with the terms of any agreement you enter into with any third party.

21.  Linking to our Website

21.1  You may link from another website to our Website(s) home page(s) provided that you do not:

• • 21.1.1  in any way suggest that we are endorsing any of your products or services;
  • 21.1.2  misrepresent our relationship with you nor present any other false information about us; 
  • 21.1.3  link to any page other than the home page of our Website;
  • 21.1.4  display or use a link to our Website in a manner that causes our Website or any portion of its content to display within a frame; 
  • 21.1.5  embed into your website, or link directly to without proper credit and context, any asset, file or resource (for example an image or PDF document) contained in our Website, unless you have our express permission to do so; or
  • 21.1.6  link to our Website if your website (or any part of it) may be considered to be obscene, defamatory, harassing, offensive or malicious, or if your website infringes any third-party rights or otherwise does not comply with all Applicable Law.

21.2  We may, at our sole discretion, for any or no reason, terminate your right to link to our Website by providing you with written notice. Upon receiving any such written notice you shall immediately remove any such link to our Website.

22.  Our liability

22.1  No term of these Terms shall limit or exclude our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence, or any other liability to the extent that it may not be limited or excluded by Applicable Law.

22.2  Our Services are provided on an “as is” and “as available” basis. As such they are provided without warranties of any kind, whether express or implied, including, but not limited to, no implied warranties as to merchantability, fitness for a particular purpose, non-infringement or course of performance.

22.3  We are not liable for any loss (of whatever nature and regardless of whether that loss is foreseeable and / or consequential) as a result of:

• • 22.3.1  one or more the risks set out at Schedule 1 materialising;
  • 22.3.2  your breach of these Terms;
  • 22.3.3  your breach of any Applicable Law;
  • 22.3.4  a loss in the value of cryptoassets;
  • 22.3.5  any lack of availability of or delay in relation to providing any aspect of our Services so long as we have acted in good faith;
  • 22.3.6  any mispricing, inaccuracy or lack of completeness in relation to any information we provide so long as we have acted in good faith;
  • 22.3.7  you providing us any incorrect information (including if this means that funds are lost as a consequence of a failure to provide a correct Wallet address or payment information);
  • 22.3.8  any issue with your Wallet, including as regards the security of your Wallet;
  • 22.3.9  exercising any of our rights under these Terms; 
  • 22.3.10 anything done or not done by third parties, including third party providers of Mining or computer software, and any third party involved in buying / selling / converting cryptoassets;
  • 22.3.11  any inaccuracy or lack of reliability in relation to any information or content provided on our Website or via our Services;
  • 22.3.12  any error, defect, interruption or lack of availability so long as we have acted in good faith to provide our Services;
  • 22.3.13 any Virus in the CML Software and / or our Website;
  • 22.3.14  our Services not being fit for a particular purpose;
  • 22.3.15  anything for which we have explicitly excluded responsibility or liability for under these Terms; and/or
  • 22.3.16  unforeseeable events and / events outside our reasonable control including any issues with the blockchain network and content posted by a third party on our Website.

22.4  We are in no event liable for any losses except for losses caused directly and reasonably foreseeably by our gross negligence (and in no event shall we be liable for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses). 

22.5  We do not provide refunds or cancellation rights. Our total liability for losses of whatever nature in relation to these Terms shall not exceed the total fees received by us in the month preceding the relevant breach.

23.  Your liability 

23.1  You agree to indemnify us for any loss, of whatever nature, that arises from or relates to:

• • 23.1.1  any breach by you of any Applicable Law;
  • 23.1.2  your breach of the rights of any person (including privacy and intellectual property rights);
  • 23.1.3  any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you, including any costs and expenses (including legal fees) in relation to us dealing with such;
  • 23.1.4  any loss which arises in any way from your use of our Website; 
  • 23.1.5  any loss resulting from your breach of these Terms; and

24.  Changes to these Terms

24.1  We may revise these Terms (documents and policies referenced herein) at any time. 

24.2  Subject to clause 29.3, we will give you reasonable advance notice of any changes and, if you have agreed to a Commitment Period, then we will either:

• • 24.2.1  ensure that the change takes effect after the expiry of the Commitment Period; or
  • 24.2.2  we will give you a reasonable opportunity to terminate your agreement with under these Terms without penalty notwithstanding the Commitment Period. 

24.3  Notwithstanding clause 29.2, or we may make changes with immediate effect and you will be deemed to have accepted them if they are in your favour. 

24.4  We will notify you of changes by putting an alert on our Website, and, if you have provided us with your email address, by sending you an email notification. 

24.5  You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change, in which case you must terminate your agreement with us under these Terms and stop using our Services before the change takes effect.

25.  Suspension and termination

25.1 You may end these Terms at any time with immediate effect by deleting your Account and stopping your use of our Services.

25.2  We terminate or suspend our provision of Services to you for convenience by giving you 10 Business Days’ notice, or with immediate effect if:

• • 25.2.1  we believe in good faith need to do so to avoid a breach of Applicable Law or to protect our reputation;
  • 25.2.2  you breach these Terms; 
  • 25.2.3 we consider or suspect that there has been or will be misuse and/or malicious use of Computing Hardware and/or the CML Software;
  • 25.2.4  we are unable to satisfactorily verify your identity and/or complete any required due diligence checks;
  • 25.2.5  for reasons beyond our control we can no longer provide our Services; 
  • 25.2.6 your Account is inactive for 365 days or longer, i.e. none of your Computing Hardware has successfully Mined into it, nor have any of your users with access logged into it; or

25.3  We may suspend our provision of part or all of our Services we provide to you with immediate effect if:

• • 25.3.1  a product or service we provide is no longer going to be made available;
  • 25.3.2  there are errors in the description or price of a product or service;
  • 25.3.3  the errors in your instructions;
  • 25.3.4  you control multiple Accounts whilst we determine whether you are setting up Network Botnets; 
  • 25.3.5  reasonably required to carry out planned or emergency maintenance;
  • 25.3.6  we suspect a security risk or to respond to an incident or emergency;
  • 25.3.7  we suspect fraud, or that a transaction may not be authorised by you or may be illegal;
  • 25.3.8  to make any updates or maintenance as required;
  • 25.3.9  to protect the personal data of our customers; or
  • 25.3.10  we believe it is in your best interests for us to do so.

25.4  Unless we are prevented by Applicable Law and / or a competent court or regulator, if we have them, we will try to provide you with details of the nature of any suspension, its anticipated duration and anything you have to do to remedy any error or circumstance which has led to the suspension.

25.5  Upon termination:

• • 25.5.1  your right to our Services will immediately cease.
  • 25.5.2  you will remain liable for any obligations you have incurred pre-termination in relation to these Terms and our Services.
  • 25.5.3  your Account will be deleted and you may no longer use it. 
  • 25.5.4  all outstanding fees will immediately become due and payable to us, and if you have entered a Commitment Period this includes all fees which would have been due for the remainder of the term of the Commitment Period.
  • 25.5.5 any provision in these Terms which by its nature should survive termination shall do so, including clauses 14.6, 19, 20, 21, 22, 23, 25.5, 25.6, 25.7, 28, and 29.
  • 25.5.6 to the extent that you have any software provided by us, including CML Software, you shall (subject to Applicable Law) arrange from such software to be deleted (to the extent technically feasible).

25.6 Following the termination or expiry of your agreement with us under these Terms:

• • 25.6.1  if termination has resulted due to inactivity, as set out in clause 25.2.6, then for any of your cryptoassets remaining in our possession, title to those cryptoassets and proceeds of sale shall transfer to us with immediate effect; or
  • 25.6.2  for any other termination reason, then after 90 days following such termination, if your cryptoassets remain in our possession or control because you have failed to collect them or provide us with instructions (which we reasonably deem appropriate) on how to return your cryptoassets to you (at your cost), title to those cryptoassets and proceeds of sale shall immediately transfer to us at the end of such 90 day period.

25.7 Termination shall not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms.

26. Data handling

26.1  We may collect and retain information about you so that we can provide you with our Services. We may use third parties to process your personal information on our behalf.

26.2  We and our affiliates are committed to maintaining your personal data in accordance with Applicable Law relating to the collection, storage and use of personal data. Except as required by Applicable Law, and/or in accordance with these Terms and/or our Privacy Policy, your personal information will not be passed to anyone without your permission. By accepting these Terms and / or using our Services, you agree to the terms of our Privacy Policy. 

26.3  Where you provide us with information it is your obligation to provide complete and accurate information and to update us of any changes to any information you have provided to us. If we suspect that we have been given false, incomplete or inaccurate information, we may record and retain such suspicion together with any other relevant information. If we receive false, incomplete or inaccurate information and we identify or reasonably suspect any fraud or other illegal activities, then we may pass details to fraud prevention agencies and/or other relevant agencies to prevent fraud, money laundering, financial crime, financing of terrorism and other illegal activities.

26.4  We may ask you at any time to confirm the accuracy of information you provide or to provide documents or other evidence regarding such information. You must provide us with any document that we request to confirm any information you provide to us. We will not be liable for any loss arising out of your failure to update us of any changes to your information.

26.5  A general risk when using blockchain is that you may be identified from your public blockchain activity. As this is a risk that generally applies to dealing in cryptoassets, it is one you accept by using our Services.

27.  Governing law and jurisdiction

27.1 If you are a consumer, these Terms and any dispute or claim arising out of or in connection with them shall be governed by English law. You and we both agree that the courts of the British Virgin Islands will have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms. However, nothing in these Terms will override any mandatory laws of the country in which you have your usual place of residence or limit your legal rights to bring actions against us or to require proceedings take place in the country in which you have your usual place of residence.

27.2 If you are a business, these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. We both agree that the courts of the British Virgin Islands shall have exclusive jurisdiction to settle any such dispute or claim (including non-contractual disputes or claims).

28.  Notices and communications

28.1  Communications between us shall be in English. So long as we act in good faith, should we receive a communication which purports to be from you, we are entitled, but not obliged, to rely on and conclusively presume that such communication or instruction has been given by you, and we do not accept liability for any loss as a consequence of this.

28.2  We may communicate with you and send notices to you using the contact details you have provided to us. You are responsible for keeping your contact details up to date, we are not liable for any loss as a consequence of your failure to do so. 

28.3  You may contact us via Telegram or Discord on our CudoMiner pages. 

28.4  Communications by email will be deemed received on the earlier of the time at which it is accessed or two Business Days after receipt (except as regards emails sent to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent). 

28.5  Communication by email and other forms of electronic communications is vulnerable to Viruses, spoofing, smishing and phishing and we are not liable for any loss as a consequence. You much therefore take care when reviewing messages that appear to come from us to ensure they genuinely come from us and are safe. 

29.  General

No cancellation rights

29.1 We do not offer any cancellation rights in relation to your use of our Services and / or any buying and selling of cryptoassets. We note that the price of cryptoassets is dependent on fluctuations in the financial market which cannot be controlled by us. You must therefore ensure that you are certain you wish to proceed before instructing us to provide our Services.

Set-off

29.2  We are entitled to set off any amount owed to us by you for any reason whatsoever from time to time against any sum which we owe to you, and payment of the net amount shall discharge both sums due.

Legal, tax and accounting advice

29.3  We do not provide, nor do we accept responsibility for, any legal, tax or accounting advice. If you are unsure regarding any of the legal, tax or accounting aspects of using our Services you should seek independent professional advice

Fiduciary duties 

29.4  To the extent that we may be deemed under Applicable Law to owe you any fiduciary duties or to be in a fiduciary relationship, we explicitly exclude and reject any such duties or relationship to the extent permitted by Applicable Law.

Non-solicitation

29.5  During the term of your agreement with us under these Terms and for a period of 12 months following the termination of your agreement with us under these Terms, without obtaining our prior written consent, you agree not to directly or indirectly (whether on your behalf or that of any third party) solicit for employment or other business opportunity, or otherwise induce, influence, or encourage to alter, terminate, or breach a contractual or other business relationship with us or our affiliates, or employ or engage as an independent contractor, any current or former employee, consultant, customer, client, vendor, investor, partner, supplier, advisor, or contractor of us or our affiliates with whom you have had contact or who became known to you in relation to or arising from our performance our Services.

Transfer, delegation and assignment

29.6  We may, at our sole discretion, transfer or assign our rights and/or delegate our duties under these Terms and engage subcontractors to perform obligations on our behalf, so long as we take due skill and care in selecting and overseeing our delegees. You may not assign, transfer, charge or create third party interests over any of your rights or responsibilities in relation to these Terms, nor may you agree to do any of the same, without our prior written consent (which we may withhold at our sole discretion).

Illegality and severability

29.7  Each provision of these Terms is separate, severable and enforceable. If any portion of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, in whole or in part, such provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of these Terms, which shall continue to be in full force and effect.

Waiver

29.8  No failure or delay by us to exercise any right, power or remedy under these Terms shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy. A waiver is only effective if we provide it explicitly in writing. No waiver of any provision in these Terms will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision.

Third parties

29.9  A person who is not a party to these Terms shall have no right under the Contracts (Rights of Third Parties) Act 1999, or otherwise, to enforce any of these Terms. These Terms may be varied, amended, modified, suspended, cancelled, terminated or rescinded without the consent of any third party, notwithstanding that such third party has relied on, or indicated assent to, any of these Terms.

No partnership or agency 

29.10  Your use of our Services does not create any form of partnership, agency, joint venture, employer-employee relationship, or franchisor-franchisee relationship or any other similar relationship between you and us, and we do not owe you any resulting fiduciary duties. Nothing in these Terms is intended to authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Commencement

29.11  These Terms take effect and bind both of us with effect from the Commencement Date.

Entire agreement

29.12  These Terms constitute the entire agreement between you and us and supersede any prior agreement, terms and conditions or arrangement in respect of their subject matter. Except for the express statements set out in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use of and access to our Services and our Website.

29.13  Neither you nor we have entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in these Terms. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in these Terms shall be for breach of contract.

29.14 Except as set out in these Terms, we do not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any information provided regarding cryptoassets, and our Services, and, to the fullest extent permitted by Applicable Law, all implied warranties, conditions or other terms of any kind are excluded and we accept no liability for any loss incurred as a result of you or anyone else relying on such information.

 

 

SCHEDULE 1: RISKS

DEALING IN CRYPTOASSETS INVOLVES A HIGH DEGREE OF RISK, AND, THEREFORE, SHOULD BE UNDERTAKEN ONLY IF YOU ARE CAPABLE OF EVALUATING THE RISKS INVOLVED AND ABLE TO BEAR THE RISK OF A COMPLETE LOSS OF ALL CAPITAL USED TO DEAL IN CRYPTOASSETS. 

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND CONSULT WITH YOUR PROFESSIONAL ADVISORS BEFORE DEALING IN CRYPTOASSETS. DIFFERENT CRYPTOASSETS MAY HAVE UNIQUE FEATURES WHICH MAY MAKE THEM MORE OR LESS LIKELY TO FLUCTUATE IN VALUE. IT SHOULD BE NOTED THAT THE LIST OF RISK FACTORS DESCRIBED BELOW IS NOT INTENDED TO BE EXHAUSTIVE AND DOES NOT NECESSARILY INCLUDE ALL THE RISKS TO WHICH YOU MAY BE EXPOSED WHEN DEALING IN CRYPTOASSETS.

NONE OF THE INFORMATION PRESENTED IN THIS SCHEDULE 1 IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, NO SPECIFIC RECOMMENDATIONS ARE INTENDED, AND THERE HAS NOT BEEN ANY CONSIDERATION AS TO WHETHER CRYPTOASSETS ARE A SUITABLE OR AN APPROPRIATE THING FOR YOU TO DEAL IN. WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY LOSS ARISING FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS SCHEDULE 1, OR (II) ANY ERROR, OMISSION OR INACCURACY IN SUCH INFORMATION. 

By dealing in cryptoassets, you expressly acknowledge and assume the risks set out below, which we shall not be liable for should they materialise. 

 

General risks when dealing in cryptoassets

1. Volatility risk 

The prices of cryptoassets have historically been subject to dramatic fluctuations and are highly volatile. Several factors may influence the market price of cryptoassets, including: (i) global digital asset and cryptoasset supply; (ii) the demand for cryptoassets; (iii) the security of cryptoassets exchanges and Wallets that hold cryptoassets, as well the perception that the use and holding of cryptoassets is safe and secure; (iv) general expectations with respect to the rate of inflation, interest rates and exchange rates; (v) changes in the software, software requirements or Computing Hardware requirements underlying cryptoassets; (vi) changes in the rights, obligations, incentives, or rewards for the various holders of cryptoassets; (vii) interruptions in service from or failures of major cryptoasset exchanges on which cryptoassets are traded; (viii) investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in cryptoassets; (ix) monetary policies of governments, as well as any trade restrictions, currency devaluations and revaluations; (x) regulatory measures, if any, that affect the use of cryptoassets and changes in Applicable Law; (xi) global or regional political, economic or financial events and situations; and (xii) expectations among participants in cryptoassets that the value of cryptoassets will soon change.

A decrease in the price of a single cryptoasset may cause volatility in the entire cryptoasset industry and may affect other cryptoassets. Such volatility may result in a significant loss over a short period of time.

2. Liquidity risk

After acquiring a cryptoassets, you will have no right to return them for a refund, and you may not be able to sell them for as much as you bought them for. The value of a cryptoasset is dependent on the demand for that cryptoasset as well as the ability to transfer and cost of transferring that cryptoasset (this is referred to as liquidity). There may be limited liquidity in certain cryptoassets, making it harder to dispose of them for their full (or any) value.

3. Risks associated with blockchain protocol(s)

Because cryptoassets are generally reliant on at least one blockchain protocol, any malfunction, breakdown or abandonment of a protocol may have a material adverse effect on cryptoassets reliant on it. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptoassets by rendering ineffective the cryptographic consensus mechanism that underpins the relevant protocol(s). We neither own nor control the underlying software protocols which govern the cryptoassets you deal in and we are not responsible for their operation and do not guarantee their functionality, security, or ongoing availability.

4. Risk of losing access to cryptoassets 

A private key, or a combination of private keys, is necessary to control and dispose of cryptoassets stored in your Wallet. Accordingly, loss of requisite private key(s) associated with your Wallet storing cryptoassets may result in loss of your cryptoassets, and we are not responsible or liable for any loss you may suffer as a result or consequence. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted Wallet service you use, may be able to misappropriate your cryptoassets, and we are not responsible for this unless directly caused by our gross negligence.

Any errors or malfunctions caused by or otherwise related to the Wallet with which you choose to receive and store cryptoassets, including your failure to properly maintain or use such Wallet, may also result in the loss of your cryptoassets. A point to consider is the ability of the Wallet you use to support any Airdrops as well as any Forks. It is your responsibility to obtain, maintain and secure your Wallet, which must be compatible with the cryptoassets you hold.

5. Risk of hacking and software and security weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with cryptoassets in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, as well as attacks which overpower the consensus-based mechanism on which the blockchain is built and attacks which interfere with or otherwise cause nodes to malfunction (nodes are computers / hardware devices that help maintain the blockchain). 

There is also an inherent risk that the software and related technologies and theories we use could contain Viruses. Viruses could cause, inter alia, complete loss of cryptoassets. In addition, where a cryptoasset is based on open-source software, there is a risk that someone may intentionally or unintentionally introduce Viruses into the core infrastructure supporting cryptoassets, which could negatively affect the operation and / or value of cryptoassets. 

6. Lack of information for monitoring cryptoassets

You may not be able to obtain all information you want from time to time regarding cryptoassets. Even if you do receive such information, you may not receive it on a timely basis. It is possible that you may not be aware of materially adverse changes that have occurred with respect to cryptoassets in a timely manner. As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information relating to your dealing in cryptoassets, which could prevent you from taking actions with the potential to prevent adverse consequences relating to your dealing in cryptoassets.

7. Human error

There is a risk of loss due to human error. For example, if you input incorrect information when sending an instruction, there is a risk that the relevant cryptoassets will be lost and not be recoverable. You accept responsibility for ensuring that all information and instructions supplied by you in connection with our Services is correct and complete.

8. Third party software providers

You may interact with software provided by third parties in connection with your use of our Services. Where you do so, you accept that there may be additional risks in relation to such other software, and that it is your responsibility to assess the reliability, suitability and appropriateness of any such software.

9. Regulatory risks

Regulation of cryptoassets and underlying blockchain technologies is currently still being developed and likely to rapidly evolve. Regulation varies significantly between different jurisdictions and is subject to significant uncertainty. Regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact the development, attractiveness and / or value of cryptoassets. 

Regulatory changes may also limit our ability to provide our Services in your jurisdiction, and a consequence of changes could accordingly be to restrict our business and the Services we can provide to you. 

10. General economic risks

Please be aware that the value of cryptoassets can fall as well as rise. If you sell cryptoassets, you may not get back the full amount you spent on those cryptoassets, or anything at all. The value of cryptoassets may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. Past performance is not necessarily a guide to the future performance of cryptoassets.

Mining risks 

11. Computational workloads

We do not have access to the data or information on the workloads running across the blockchain networks we make available, and so do not guarantee the type of workloads which may run on your Computational Hardware.

12. Hash rate

When you Mine cryptoassets you will receive a reward based on factors such as the hash rate and the amount you allocate to Mining. A hash rate is a measure of the speed and capacity at which your Computing Hardware used for Mining operates, which can be from more than one Device assigned to your Account.

You acknowledge and understand that the hash rate may be adversely affected by numerous issues which could result in lower or no payments of rewards for Mining, including: inadequate or slow Computing Hardware (or any software errors related thereto); network errors; insufficient cooling and environmental issues; power issues; or issues with the mining software.

13. Computer Hardware 

There is a risk of damage to your Computing Hardware as a result of Mining. This risk is increased if your Computing Hardware is not suitable for Mining, or does not have a suitable cooling system. There is also an increased risk of damage if you engage in overclocking.

14. Different protocols

The specifics of Mining is different for different blockchain protocols, and as such it is your responsibility to understand the risks when Mining cryptoassets on a particular protocols. Certain protocols which allow Mining may still be under development, limiting the rewards received from Mining the affected cryptoassets and / or increasing the risk of Mining being unsuccessful. 

15. Forks

If there is a Fork of a cryptoasset, it may not Mine or it may Mine without creating value. This may be because, for example, there is a delay in us updating the CVL Software to support the Fork, and our systems may not show the correct cryptoasset values as a result for a time period. We are not liable for any loss as a consequence of this. 

16. Third party software

Installing or updating to a CVL or third party custom BIOS, vBIOS, kernel, firmware or OS can cause irretrievable damage to your Computer Hardware or your data.  You take this action under your own risk and accept you are wholly responsible for any loss as a consequence. 

17. Computer operation costs

Using our Services can increase your utilisation of your Device(s)’s resources, electricity usage, bandwidth costs, Computing Hardware wear and tear, and we are responsible for any loss as a result. 

In addition, there may be other risks, including those that we cannot reasonably foresee and those which materialize as unanticipated variations or combinations of the risks discussed below.

 

SCHEDULE 2: FEES 

All fees are plus tax (if applicable). 

Mining fees

Your mining performance is checked on a daily basis. Different fees will be applied based on the amount of cryptocurrency mined in the last 30 days.

We operate fees on the following basis:

Tier	Minimum revenue	Mining fee
Bronze	0 BTC	6.5%
Silver	0.005 BTC	5%
Gold	0.01 BTC	4%
Platinum	0.05 BTC	3%
Palladium	0.1 BTC	2.5%
Iridium	1 BTC	2%
Diamond	10 BTC	1.5%

 

The mining fee is charged in the currency mined.

Transaction fees

We charge a 0.4% fee on cryptocurrency exchanges. This will be deducted from your mining reward earned.

Other fees

Please note that, in addition to the fees set out above, there may be other fees, taxes, duties, tariffs and costs not imposed by us. This may include third party fees and fees to the blockchain network(s). You are solely responsible for paying these. To the extent that we may pay them on your behalf, you shall indemnify us on request for the resulting loss incurred.

Paying fees

All fees will be deducted at source.

 

 

SCHEDULE 3: CRYPTOASSETS WE SUPPORT

We currently support the following currencies:

• Bitcoin
• Bitcoin Gold
• Ethereum
• Ethereum Classic
• Monero
• Raven

We may update our list of supported cryptoassets from time to time, such update to take effect from the date we update our Website. You should therefore check our Website from time to time to stay up to date regarding which cryptoassets we support.