This Bitdeer Cloud Hash Rate Service Agreement (the “Agreement”) is an agreement between Bitdeer Cloud Hash Rate Platform (“Bitdeer” or “we”) and the user (the “User” or “you”) who uses the cloud hash rate services provided by Bitdeer (the “Service” or “Services”). This Agreement provides for the rights and responsibilities of both Bitdeer and the User. By using the Services provided by Bitdeer, you acknowledge that you agree to all the terms of this Agreement, the Bitdeer Service Agreement and the Bitdeer Privacy Policy. If you do not agree to any term of this Agreement, Bitdeer Service Agreement or the Bitdeer Privacy Policy, please do not use the Services provided by Bitdeer.
Ⅰ. General Terms
1.1 BITDEER RESERVES THE RIGHT TO CHANGE OR MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME AT ITS SOLE DISCRETION. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THIS AGREEMENT FOR THE LATEST CHANGES. Any changes or modifications of this Agreement shall take effect once it is published on the Website (unless the effective time is otherwise prescribed). You agree that by using the Services provided by Bitdeer following any changes to this Agreement, you are agreeing to accept such changes.
1.2 If you have any objections to the changes to this Agreement or if you are dissatisfied with the Services provided by Bitdeer, you should immediately: (1) stop using the services provided by Bitdeer; and (2) inform Bitdeer to stop providing Service to you. You agree that once the Service is terminated, User’s right to use the Services provided by Bitdeer is terminated immediately.
II. Risk Factors
2.1 YOU UNDERSTAND AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH HOLDING, TRADING, INVESTING IN DIGITAL ASSETS AND USE OF DIGITAL ASSET RELATED SERVICES. THE RISKS LISTED IN THIS SECTION 2.1 ARE NOT EXHAUSTIVE. THESE RISKS, AND ADDITIONAL RISKS THAT MAY OCCUR NOW OR IN THE FUTURE, MAY PREVENT YOU FROM OBTAINING ANY GAINS, MAY CAUSE YOU TO SUFFER FINANCIAL LOSSES, AND MAY EVEN TERMINATE THE SERVICES WE PROVIDE:
(1) Use of any digital assets or related product and service carries potential financial, regulatory and other risks. Before using any digital asset or related products and services, you should confirm that you have sufficient knowledge and experience in the features and risks of blockchain technology, digital asset, and smart contracts. Your decision to participate in any digital asset activity and/or use of related services should be based on independent study and/or consultation with professionals as you deem necessary. Bitdeer assumes that when you use the services provided by Bitdeer, you are a professional who understands the digital asset industry and understands the risks of digital asset related products and service. This Agreement and any services provided by Bitdeer should not be deemed as Bitdeer’s providing you with investment advices;
(2) The value of any cloud hash rate plan (the “Service Plan”) provided by Bitdeer and the value of any digital asset may be affected by many factors not controlled by Bitdeer, including but not limited to mining difficulty and/or other changes in mining parameters/attributes, market price fluctuations in digital assets, hardware (i.e. mining machines) obsolescence and hardware amortization, etc.;
(3) Due to the nature of the digital asset, the value of any digital asset may lose some or all of its value at any time. You are aware of the fact that the value of any digital asset can decrease rapidly (and even decrease to zero). Bitdeer is not responsible for any and all losses caused by the market price fluctuations of any digital asset;
(4) Bitdeer will maintain or upgrade the system periodically. You hereby confirm that you do not expect that your use of the Services provided by Bitdeer is continuous, without any interruption. Unless otherwise expressly prescribed, Bitdeer is not responsible for any and all losses caused by the suspension and interruption due to Bitdeer’s maintenance and upgrading of its system;
(5) No authentication or computer security technology is 100% secure and safe. You agree to bear all risks related to hacking or identity theft;
(6) You understand and agree that Bitdeer reserves the right to post, modify, and/or provide information related to our service through the Website, emails, customer service calls, SMS and other official channels. Bitdeer is not responsible for information obtained through non-official channels of Bitdeer. If you have any question related to the truthfulness of information sent in the name of Bitdeer, please contact us immediately.
(7) The global regulatory regime governing blockchain technologies, digital asset, mining pool, cryptocurrencies, tokens, and cloud hash rate services such as the Service under this Agreement is currently undeveloped and likely to rapidly evolve, varies significantly among international, state and local jurisdictions, and is subject to significant uncertainty, and regulations or policies may materially adversely affect the Service and the value of any digital asset. You understand, acknowledge, and assume such risks.
III. Use of Digital Assets
3.1 You may not mine, purchase, sell, exchange, hold and/or use any type of digital asset in any manner that is prohibited by the laws and regulations applicable to you.
3.2 Before purchasing any Service Plans, you shall evaluate if the Service Plan is suitable for your financial capabilities and risk preferences. BY PURCHASING ANY SERVICE PLAN PROVIDED BY BITDEER, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT ALL THE RISKS ASSOCIATED WITH MINING, PURCHASING, SELLING, EXCHANGING, HOLDING AND/OR USING DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO:
(1) Large price fluctuations: prices of any digital asset, including Bitcoin, may fall sharply, or even fall to zero;
(2) Digital asset transactions may take a while to be confirmed. Although very unlikely, it does exist the situation when some digital asset transactions may never be confirmed and unconfirmed digital asset transactions mean such transactions are not completed;
(3) Digital asset transactions are irreversible: if you send any amount of digital assets to any wrong person or digital asset wallet address, you may not be able to cancel the transaction or recover these funds;
(4) If you lose or forget any PIN or password required to access and use the digital assets, the digital assets may be lost or unavailable to you;
(5) Blockchain (or digital asset) technology may have unknown inherent technical defects;
(6) Each country may introduce and promulgate new laws, regulations, and policies that affect the use of digital assets.
IV. Plan Fees
4.1 The fees for the Service Plans (the “Plan Fees”) consist of: Cloud Hash Rate Service Fee and Electricity Fee.
4.2 Cloud Hash Rate Service Fee: the Cloud Hash Rate Service Fee charged by Bitdeer is calculated based on a comprehensive consideration of multiple factors such as the current market price of certain digital asset, the market forecast, and the computing power capability attenuation.
4.3 Electricity Fee: the Electricity Fee charged by Bitdeer will be used to cover: the electricity cost, mining operation cost, heat dissipation cost, and etc. You can choose to pay the Electricity Fee manually or deduct the Electricity Fee from your mining outputs (the details are subject to the relevant rules).
4.4 You understand and agree that the Plan Fees charged by Bitdeer for a specific Service Plan is specified on the webpage of that Service Plan. If you do not accept the fees specified on the webpage of that Service Plan, you should not place an order with Bitdeer for that Service Plan.
4.5 You understand and agree that 1) as the computing power of the whole network will change from time to time, the difficulty of mining will also change accordingly. Therefore, Bitdeer reserves the right to adjust the Cloud Hash Rate Service Fee charged by Bitdeer from time to time, provided that such change(s) shall not affect the Service Plans that have already been sold to you before the change; and 2) DURING THE SERVICE PLAN DURATION, BITDEER SHALL HAVE THE RIGHT TO ADJUST THE ELECTRICITY FEE OF THE SERVICE PLAN FROM TIME TO TIME ACCORDING TO THE ACTUAL ELECTRICITY PRICE OF THE MINING SITE WHERE THE MINERS CORRESPONDING TO THE SERVICE PLANS ARE LOCATED.
4.6 You understand and agree: the price of Cloud Hash Rate plan is fixed at US Dollar, and real-time exchange rates listed on 8 digital asset websites (bitfinex, bitstamp, poloniex, kraken, investing, coinmarketcap, coinbase, Huobi) are used to determine a real-time BTC/BCH/USDT/ETH price in Bitdeer. Customers can choose to make payment by BTC/USDT/BCH/ETH when placing orders. If the exchange rate malfunctions, Bitdeer reserves the right to use a different digital asset reference exchange rate. Bitdeer reserves the right to manually adjust the USD exchange rate when there is an abnormal fluctuation in the digital asset market.
V. Service Plan Mode
5.1 Service Plans of Classic Mode
For the Service Plans of Classic Mode, during the plan duration, You will get all the net mining output (i.e. the mining output after deducting the Electricity Fee).
5.2 Service Plans of Acceleration Mode
(1) Compared to the Service Plans of Classic Mode, the Service Plans of Acceleration Mode feature a lower cost and a relatively shorter period of cost recovery through a certain earning distribution mechanism.
(2) Standard of Recovery
During the durations of the Service Plans of Acceleration Mode, whether Your cost is recovered or not will be assessed daily by subtracting the accumulated paid Electricity Fee (denominated in USD) from the accumulated mining outputs from the mining pool (denominated in USD). If the result is less than the principal (i.e. Cloud Hash Rate Service Fee, denominated in USD), then it shall be deemed that the cost is not recovered and the mining outputs shall be distributed in the manner as specified in Phase 1. If the result is equal to or more than the Cloud Hash Rate Service Fee (denominated in USD), then it shall be deemed that the cost is recovered and the mining outputs shall be distributed in the manner as specified in Phase 2. Once Phase 2 is triggered, all the subsequent mining outputs shall be so distributed.
Phase 1: All the net mining outputs during this phase shall be distributed to you.
Phase 2: Mining outputs shall be calculated on a daily basis (UTC+0) and the net mining outputs shall be distributed to you and Bitdeer in a fixed proportion as set forth in the relevant order page. On a certain day, the net mining outputs on that day are equal to the mining outputs minus the electricity fee (both denominated in USD) on the same day. If the net mining outputs are negative, Bitdeer shall not share the mining outputs.
(3) Please be noted:
i. The fixed proportion to distribute the net mining outputs and exchange rate for settlement shall be specified on the pages of the Service Plans of Acceleration Mode on the Bitdeer website.
ii. The mining outputs shall be converted into US dollars at 0:00 am (UTC) each day.
VI. Service
6.1 Bitdeer is a platform that allows Users to connect to mining pools. Through the services provided by Bitdeer, a user can connect the cloud hash rate provided by Bitdeer to the mining pool designated by the user (the user can choose from several mining pools that cooperate with Bitdeer), and the user can view the real-time mining information on the website of the designated mining pool. You acknowledge that Bitdeer does not provide mining pool services or distribute mining outputs to you, and that all mining pool services and mining outputs are provided/distributed to you by the mining pools designated by you.
6.2 When the User connects the cloud hash rate provided by Bitdeer to a specific mining pool, the mining pool may charge the User a certain amount of service fee. The service fee is solely determined and collected by the mining pool.
6.3 You hereby understand and agree that:
(1) If you choose to pay the Electricity Fee manually, the digital assets mined/generated after you connect the cloud hash rate (corresponding to your purchased Service Plan) to the mining pool do not go through Bitdeer; instead, the digital assets mined/generated (if any) will be directly distributed by the mining pool in accordance with the PPS mode (or PPS derivative mode, such as FPPS, PPS+) to the digital asset wallet address designated by you.
(2) If you choose to deduct the Electricity Fee from your mining outputs, the mining pool will, according to the deduction rules of the Electricity Fee, deduct the Electricity Fee from the digital assets mined by the cloud hash rate corresponding to your Service Plans, and distribute the remaining digital assets (if any) to the digital asset wallet address designated by You.
(3) You shall be solely responsible for making sure that the digital asset wallet address designated by you is suitable for receiving the specific type of digital asset mined/generated. Both Bitdeer and the mining pool that you connect the cloud hash rate to shall not be responsible for any loss that caused by the fact that the digital asset wallet address designated by you is subject to restrictions such as fund receiving maximum limit.
6.4 The distribution time of the digital assets mined/generated (if any) is solely determined by the mining pool. You hereby understand that the mining pool shall be responsible for any loss of your digital assets caused by mining pool and Bitdeer shall not be responsible for the matters related to the actual distribution of digital assets mined/generated.
6.5 YOU UNDERSTAND AND AGREE THAT: THE MINING OUTPUTS VARY FROM DAY TO DAY DEPENDING ON THE MINING DIFFICULTY AND THE OPERATION AND MANAGEMENT OF MINING EQUIPMENT, WHILE THE MINING DIFFICULTY IS UNPREDICTABLE AND UNCONTROLLABLE. BITDEER WILL NOT MAKE ANY PROMISES ABOUT YOUR FUTURE EARNINGS. ANY FUTURE EARNINGS OR YIELD (OR RATE OF RETURN) DATA MENTIONED ON THE WEBSITE OR BITDEER’S CAMPAIGN WEBPAGE ARE ESTIMATES AND ASSUMPTIONS. YOUR ACTUAL INCOME WILL BE AFFECTED BY MANY FACTORS, SUCH AS THE MARKET PRICE OF THE DIGITAL ASSET, THE DIFFICULTY OF THE ENTIRE NETWORK'S COMPUTING POWER, THE ELECTRICITY FEES, THE LUCKY VALUE OF THE MINING POOL, AND THE AMOUNT OF SERVICE FEE ACTUALLY CHARGED BY THE MINING POOL.
6.6 YOU UNDERSTAND AND AGREE THAT: YOU ACCEPT AND ASSUME ALL RISKS OF PRICE FLUCTUATIONS OF DIGITAL ASSETS AND/OR THE ELECTRICITY FEE (THE “PRICE FLUCTUATIONS”) DURING THE OPERATION OF THE SERVICE PLAN. IF THE PRICE OF DIGITAL ASSETS DROPS OR THE ELECTRICITY FEE INCREASES SIGNIFICANTLY, SO THAT CONTINUING TO RUN THE SERVICE PLAN WILL RESULT IN LOSSES, THAT IS, THE MINING OUTPUTS OF THE SERVICE PLAN ARE LOWER THAN THE ELECTRICITY FEE, BITDEER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO STOP RUNNING YOUR SERVICE PLAN AT AN OPPORTUNE TIME. IF THE SUBSEQUENT INCREASE IN THE PRICE OF DIGITAL ASSETS OR THE SUBSEQUENT DECREASE IN THE ELECTRICITY FEE MAKES THE MINING OUTPUTS OF THE SERVICE PLAN HIGHER THAN OR EQUAL TO THE ELECTRICITY FEE AND YOUR SERVICE PLAN DURATION HAS NOT EXPIRED, BITDEER WILL RE-RUN YOUR SERVICE PLAN WITHIN A REASONABLE PERIOD. DURING THE PERIOD WHEN THE SERVICE PLAN STOPS RUNNING DUE TO THE PRICE FLUCTUATIONS, YOU WILL NOT BE CHARGED FOR THE ELECTRICITY FEE, AND YOU WILL NOT BE ABLE TO RECEIVE MINING OUTPUTS. YOU UNDERSTAND AND AGREE THAT AFTER THE SERVICE PLAN STOPS RUNNING DUE TO THE PRICE FLUCTUATIONS, THE DURATION OF THE SERVICE PLAN WILL NOT BE EXTENDED. FOR EXAMPLE, YOUR SERVICE PLAN STOPS RUNNING DUE TO THE PRICE FLUCTUATIONS WHEN ITS REMAINING DURATION IS THREE MONTHS, AND ONE MONTH LATER THE SERVICE PLAN RESUMES OPERATION, THEN THE REMAINING DURATION OF YOUR SERVICE PLAN SHALL BE TWO MONTHS. IF YOU CHOOSE TO RUN YOUR SERVICE PLAN EVEN THOUGH THE MINING OUTPUTS OF THE SERVICE PLAN ARE LOWER THAN THE ELECTRICITY FEE, BITDEER WILL CONTINUE TO RUN YOUR SERVICE PLAN PROVIDED THAT THE ELECTRICITY FEE IS PAID IN FULL. YOU UNDERSTAND AND AGREE THAT BITDEER SHALL NOT PROVIDE YOU WITH ANY COMPENSATION (INCLUDING COMPENSATION HOURS) REGARDLESS OF WHETHER YOUR SERVICE PLAN CONTINUES TO OPERATE WHEN THE MINING OUTPUTS ARE LOWER THAN THE ELECTRICITY FEE.
VII. Order Payment, Cancellation, Change and Refund
7.1 Users can purchase the Service Plan(s) using various payment methods supported by Bitdeer.
7.2 If the User chooses to pay for the Service Plan by digital asset transfer: the User shall transfer the digital asset to the digital asset wallet address designated by Bitdeer, and the exact payment amount may depend on: the order total in US dollar, the exchange rate of the US dollar and the digital asset selected for payment at the purchase time and the digital asset network transfer fees (third-party terms and handling fee rate may apply).
7.3 If the User does not pay for the order after creating an order and such non-payment status continues for a certain period of time (the exact time limit may vary for different payment methods), the status of the order will be changed to "Timeout" by Bitdeer. Bitdeer will not process any requests related to the “Timeout” orders, and the User is not obligated to pay for the Timeout orders.
7.4 The User is solely responsible for the accuracy of the payment, including but not limited to the destination account (digital asset wallet address), transfer amount, and other payment details. Any and all losses caused by or arising from an incorrect payment due to the User’s fault or error (such as transferring digital asset to the wrong wallet address) should be solely borne by the User, and Bitdeer shall have the right to refuse to activate the Service Plan for the User until the User makes the correct payment.
7.5 If the amount of payment actually received by Bitdeer is lower than the Plan Fee required by Bitdeer, Bitdeer shall have the right to adopt any of the following solutions at its sole discretion before activating the corresponding Service Plan:
(1) adjusting the Service Plan accordingly so that the funds actually received by Bitdeer matches the cloud hash rate service provided by Bitdeer; or
(2) refusing to activate the Service Plan ordered by the User until the User pays the amount owed.
7.6 If the amount of payment actually received by Bitdeer is higher than the Plan Fee required by Bitdeer, the User may request Bitdeer to adopt any of the following solutions:
(1) adjusting the Service Plan according to the actual funds received by Bitdeer;
(2) adding the excess amount to the User's account balance at Bitdeer; or
(3) refunding the User any excess amount via the method approved by Bitdeer, provided that any additional charges (such as third-party fees) incurred by such refund shall solely be borne by the User.
7.7 The payment amount transferred by the User to Bitdeer may be delayed due to digital asset confirmation delays, third party delays and other factors. You hereby agree that Bitdeer shall have the right to refuse to activate the corresponding Service Plan until it confirms that the full payment amount has been successfully received.
7.8 You hereby agree and understand that, Bitdeer is not obligated to resolve any payment-related questions or disputes until a payment dispute resolution application (the “Payment Dispute Resolution Application”) is submitted.
(1) The User shall have the right to submit the Payment Dispute Resolution Application by contacting Bitdeer’s customer service within 14 days after payment and providing proof of payment to Bitdeer’s satisfaction. For applications submitted after 14 days period, Bitdeer reserves the right to refuse to process such applications;
(2) If there are reasonable grounds for Bitdeer to believe that or in fact that Bitdeer has not received the corresponding payment but has already activated the Service Plan for the User, Bitdeer shall have the right to request the User to provide proof of payment to Bitdeer’s satisfaction. The User should provide proof of payment to BitDeer’s satisfaction within 14 days upon receipt of request from Bitdeer.
(3) Proof of payment may include but is not limited to Bitdeer order number, transaction ID or number, destination account (digital asset wallet address) information entered by the User, transfer amount, and transaction records and/or statement of the payment system used by the User;
(4) Bitdeer reserves the right to refuse to process the Payment Dispute Resolution Application initiated by the User if (a) the User fails to provide proof of payment or other proof to Bitdeer’s satisfaction within 14 days after initiating the application; or (b) Bitdeer reasonably believes that the proof submitted by the User is insufficient or invalid.
7.9 If Bitdeer reasonably believes that there is a payment dispute between Bitdeer and the User, Bitdeer reserves the right to adjust or cancel the relevant Service Plan(s) and/or adjust the User’s account balance at Bitdeer.
7.10 To the extent permitted by laws and regulations, the User hereby acknowledges and agrees that, unless otherwise expressly agreed in writing, all Service Plans are final sales and not refundable or changeable. Bitdeer reserves the right to decide when/who to refund at its own discretion. If Bitdeer decides to provide a refund for certain users or certain Service Plan(s), such decision shall not be deemed as that Bitdeer is obligated to agree to the same or similar refund in the future. For avoidance of doubt, this refund policy does not affect any statutory rights that may apply.
7.11 The User hereby agrees that after the activation of the Service Plan, if the User elects to terminate the Service Plan for reasons such as the mining results and the cloud hash rate service do not meet the User’s expectation, etc., Bitdeer shall only refund the unused Electricity Fee. The Cloud Hash Rate Service Fee is not refundable.
7.12 Subject to the other provisions of this Agreement, if Bitdeer provides a refund in accordance with this Agreement or applicable laws and regulations, any additional costs (such as third-party fees) arising from the refund shall be solely borne by the User.
7.13 If a Service Plan has been running out, the User shall not request a refund for such Service Plan under any circumstances.
VIII. Restrictions and Obligations
8.1 You shall not use the Services provided by Bitdeer to engage in any activities that violate applicable laws and regulations. You shall not use the Services provided by Bitdeer t
(1) support, incite or participate in any terrorist activities;
(2) participate in any money laundering activities;
(3) fabricate or distort facts, spread rumors, and disrupt social order;
(4) promote or produce obscene, violent and/or terrorist content; or
(5) participate in any other activities that violate applicable laws and regulations.
8.2 You agree to comply with all applicable laws and regulations, this Agreement and all rules and policies announced by Bitdeer from time to time regarding the use of the Website and the Services provided by Bitdeer.
8.3 You agree to provide all documentation and other information reasonably requested by Bitdeer from time to time in its sole discretion under its applicable “know your customer” and anti-money laundering rules and policies.
8.4 You shall be fully liable for the security of your account password (or other security devices). Any application or order submitted through your account is deemed to have been executed and agreed upon by yourself. If your account, password or other information is used fraudulently or illegally due to your negligence, we are not responsible for any risks and losses arising therefrom. If you suspect that your account, password or other information has been fraudulently or illegally used, you shall notify us immediately.
8.5 You agree and represent that the source of your funds used to purchase Bitdeer’s products is legal and compliant. You agree that you shall fully assume the relevant tax obligations arising from the use of the Services provided by Bitdeer.
8.6 You agree and represent that you are using the Services provided by Bitdeer only for your own benefit and that you are not using the Services provided by Bitdeer on behalf of others or for the benefit of any third parties.
8.7 You agree to contact Bitdeer immediately if you find or suspect any fraud or misconduct by any third party using the Services provided by Bitdeer.
8.8 Unless obtained prior written consent from Bitdeer, you may not register multiple accounts on the Website in any circumstances. You shall not register multiple accounts in order to obtain profits, rewards or coupons.
8.9 You may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account or password. Bitdeer cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
8.10 You should not participate in any activities that may affect the Services provided by Bitdeer and/or the security of the Website.
8.11 You shall not use any method (such as Proxy, Tor, VPN, etc.) to block your Internet traffic and IP addresses or use other technical services that may hide the user's real Internet connection.
8.12 Intellectual property rights of any content displayed on the Website, including but not limited to articles, pictures, news, materials, website structure, website layout, website design, unless otherwise specified, are entirely owned by Bitdeer or Bitdeer’s licensor (if any). The User shall respect the intellectual property rights of Bitdeer and Bitdeer’s licensor (if any).
8.13 Bitdeer hereby grants you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license during the term of this Agreement to use the services we provide under this Agreement. Bitdeer or its licensor reserve all rights, titles and interests in and to the Service, including all source code, object code, data, information, and their copyright, trademark, patent, invention and trade secrets, as well as all other rights not expressly granted to you under this Agreement. This Agreement does not constitute a waiver of any Bitdeer's rights under the intellectual property law of Seychelles or any other jurisdiction or any other federal, state or foreign law.
8.14 The User shall neither engage in any activities in the name of Bitdeer nor use the information/data on the Website without prior written authorization from Bitdeer.
8.15 For any data or information that we provide to you during the period in which you use our Product(s), you agree:
(1) that such data or information is only used for the purpose specified in this Agreement and in compliance with all applicable laws;
(2) not to transfer, transmit, display or otherwise disclose or make available such data or information to third parties except required by Applicable Laws; and
(3) not to improve or modify such data or information, nor to use such data or information to make derivatives or use in combination with any other information without Bitdeer's prior written consent.
8.16 You shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Bitdeer (including any of Bitdeer’s subsidiaries, affiliates, officers, directors, employees, partners or stockholders); provided that nothing in this paragraph shall preclude you from making truthful statements or disclosures that are required by applicable law, regulation or legal process.
8.17 YOU HEREBY UNDERSTAND THAT THE SERVICES PROVIDED BY BITDEER ARE NOT AVAILABLE TO THE FOLLOWING (EACH, A "RESTRICTED PERSON"): 1) RESIDENTS IN THE FOLLOWING COUNTRIES OR REGIONS: THE UNITED STATES, MAINLAND CHINA, SEYCHELLES, CRIMEA REGION, CUBA, IRAN, NORTH KOREA AND SYRIA; 2) ANY ENTITIES OR INDIVIDUALS THAT ARE RESTRICTED UNDER APPLICABLE TRADE SANCTIONS AND EXPORT COMPLIANCE LAWS; OR 3) ANY ENTITIES OR INDIVIDUALS THAT ARE RESTRICTED UNDER BITDEER’S COMPLIANCE OBLIGATIONS AND/OR INTERNAL RISK CONTROL POLICIES. THE ABOVE LIST IS NOT EXHAUSTIVE. BEFORE USING THE SERVICES PROVIDED BY BITDEER, PLEASE CONFIRM THAT YOU ARE NOT A RESTRICTED PERSON. IN THE EVENT THAT YOU ARE A RESTRICTED PERSON AND YOU USE THE SERVICES PROVIDED BY BITDEER, ALL LEGAL RISKS AND LIABILITIES CAUSED BY OR ARISING FROM SUCH USAGE SHALL BE ENTIRELY BORNE BY YOU, AND BITDEER SHALL HAVE THE RIGHT TO REFUSE TO PROVIDE SERVICES TO YOU, AND YOU SHALL NOT BE ENTITLED TO ASK BITDEER TO PROVIDE ANY REFUND.
IX. Liability for Breach of Agreement
9.1 YOU AGREE THAT BITDEER MAY, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE, SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES AND/OR THE WEBSITE AND/OR BLOCK YOUR FUTURE ACCESS TO THE WEBSITE IF BITDEER DETERMINES THAT YOU HAVE VIOLATED THIS AGREEMENT OR OTHER AGREEMENTS OR GUIDELINES WHICH MAY BE ASSOCIATED WITH YOUR USE OF THE WEBSITE AND/OR THE SERVICES (THE “BREACH OF THE AGREEMENT”). WITHOUT LIMITING ANY GENERAL LIABILITY AND INDEMNITY PROVISIONS THAT ARE SET OUT IN THIS AGREEMENT, YOU SHALL BE LIABLE FOR ALL LOSSES (AS DEFINED IN CLAUSE 10.7 OF THIS AGREEMENT) OF BITDEER CAUSED BY YOUR BREACH OF THE AGREEMENT. WHEN BITDEER DETERMINES THAT YOUR BREACH OF THE AGREEMENT HAS OCCURRED, BITDEER MAY WITHHOLD FROM AMOUNTS OTHERWISE DUE AND PAYABLE TO YOU ITS LOSSES CAUSED BY YOUR BREACH OF THE AGREEMENT. YOU ALSO AGREE THAT ANY BREACH OF THE AGREEMENT BY YOU WILL CONSTITUTE AN UNLAWFUL AND UNFAIR BUSINESS PRACTICE, AND WILL CAUSE IRREPARABLE HARM TO BITDEER, FOR WHICH MONETARY DAMAGES WOULD BE INADEQUATE, AND YOU CONSENT TO BITDEER OBTAINING ANY INJUNCTIVE OR EQUITABLE RELIEF THAT BITDEER DEEMS NECESSARY OR APPROPRIATE IN SUCH CIRCUMSTANCES. THESE REMEDIES ARE IN ADDITION TO ANY OTHER REMEDIES BITDEER MAY HAVE AT LAW OR IN EQUITY. YOU AGREE THAT BITDEER WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR SUSPEND OR TERMINATION OF YOUR ACCESS TO THE SERVICES AND/OR THE WEBSITE AS A RESULT OF ANY OF YOUR BREACH OF THE AGREEMENT.
9.2 If Bitdeer reasonably suspects that the User uses the Services provided by Bitdeer in an illegal, fraudulent, or other improper manner, Bitdeer shall have the right to suspend the provision of the Services to the User until the User can provide proof of compliance to Bitdeer’s satisfaction.
9.3 You agree that Bitdeer may, in its sole discretion and without prior notice, terminate your access to the Services and/or the Website, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Website or any service offered on or through the Website, or (4) unexpected technical issues or problems.
X. Disclaimers and Limitation of Liability
10.1 BITDEER DOES NOT PROMISE THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICES WILL PROVIDE SPECIFIC RESULTS. THE SERVICES ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. ALL INFORMATION RELATED TO THE SERVICES PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. BITDEER CANNOT ENSURE THAT ANY SERVICES YOU RECEIVE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN CLAUSE 10.2 OF THIS AGREEMENT, TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BITDEER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BITDEER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY AND RISKS FOR YOUR USE OF THE SERVICES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOUR SOLE REMEDY AGAINST BITDEER FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. THE ABOVE DISCLAIMER APPLIES TO ANY DAMAGES, LIABILITY OR INJURIES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION.
10.2 The Service Plan(s) provided by Bitdeer corresponds to real miners. You hereby understand and acknowledge that the fluctuations of real miners’ computing power are inevitable, and Bitdeer does not guarantee the operation of miners corresponding to the Service Plan is 100% stable. When the computing power of miners corresponding to the Service Plan drops to zero due to uncontrollable factors such as power outages or maintenance of mining pool, Bitdeer will compensate the affected Service Plan in 1:1 ratio (this compensation policy is not applicable to Service Plans of water season), i.e. if the cloud hash rate is zero for one hour due to power outage, the duration of the plan will be extended for one hour. The actual compensation hours for each Service Plan shall be subject to the compensation hours information displayed on your user dashboard on the Website. The compensation hours will be added to the end of the Service Plan. Except for the aforementioned circumstance, Bitdeer shall not compensate for any other circumstances where there are fluctuations of performance of the Service Plan (including but not limited t (1) price fluctuations, such as digital asset price fluctuations and/or Electricity Fee fluctuations (including the situation where the continuous operation of the Service Plan will cause losses due to the price reduction of digital assets and/or increase of Electricity Fee); (2) changes in the inherent features of digital asset; (3) the difficulty of computing power of the entire network; and (4) the lucky value of the mining pool and the service fee rate charged by the mining pool).
10.3 Bitdeer reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (3) to interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
10.4 Bitdeer shall not be liable for service suspension or termination occurring by reason of circumstances beyond its control, including but not limited to war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions and regulatory and administrative actions or delays. In the event of such force majeure, Bitdeer shall take reasonable steps to minimize interruptions and loss but shall have no liability caused by or incidental to such force majeure.
10.5 The User agrees that any third-party links provided by Bitdeer is for convenience and reference only. Bitdeer's provision of these third-party links does not mean that it confirms these links and the content displayed on these links. Since these third-party links are not controlled by Bitdeer, Bitdeer cannot guarantee that User's access to such links is safe and virus-free. Bitdeer is not responsible for any loss caused by the User’s accessing such third-party links and any other third-party links not controlled by Bitdeer.
10.6 The User hereby understands and agrees: unless it is expressly agreed in writing by Bitdeer in advance, under any circumstances Bitdeer shall not be liable for the following events and the User’s losses due to the following events:
(1) loss of trading profits;
(2) service interruption (such interruption is not caused by Bitdeer’s intentional misconduct);
(3) damage or loss of information/data not caused by Bitdeer ’s intentional misconduct;
(4) the computing power dies or withdraws from the market;
(5) implementation or change of laws, regulations and policy factors;
(6) that the User is restricted under Bitdeer’s compliance obligations and/or internal risk control policies based on the information provided by the User (including but not limited to the Personally Identifiable Information, financial information and digital asset wallet address);
(7) loss caused by the User's fault or violation of this Agreement (including but not limited to providing inaccurate information to Bitdeer, leaking password to third parties, etc.);
(8) other events not controlled by Bitdeer.
10.7 YOU AGREE AND ACCEPT THAT: WITHOUT DUPLICATION OF ANY OTHER RIGHTS TO RECOVERY OR INDEMNITY SET FORTH IN THIS AGREEMENT, YOU SHALL INDEMNIFY AND DEFEND BITDEER, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS, AGAINST, AND SHALL HOLD BITDEER, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND ADVISORS, HARMLESS FROM, ANY LOSS, LIABILITY, CLAIM, ACTION, SUIT, OR EXPENSE (COLLECTIVELY, “LOSSES”, INCLUDING REASONABLE ATTORNEY’S FEE) CAUSED BY OR RESULTING FROM YOUR BREACH OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO YOUR BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY UNDER THIS AGREEMENT). IN NO EVENT SHALL BITDEER, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, OR EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR ADVISORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
10.8 IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THIS AGREEMENT), TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM BITDEER DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO THE SUM OF: (1) YOUR CLOUD HASH RATE SERVICE FEE FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED (ON A PRO RATA BASIS); AND (2) ELECTRICITY FEE THAT YOU HAVE PAID FOR THE MONTH DURING WHICH THE LOSS OR BREACH OCCURRED (OR UP TO USD$10.00 IF NO CLOUD HASH RATE SERVICE FEE IS INCURRED DURING THIS MONTH OR NO ELECTRICITY FEE IS PAID FOR THIS MONTH).
XI. Miscellaneous
11.1 Waiver: no delay or omission as to the exercise of any right or power accruing upon any default by the User shall impair Bitdeer’s exercise of any right or power or shall be construed to be a waiver of any default or acquiescence therein.
11.2 Severability: to the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a court, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
11.3 Governing Law: this Agreement shall be governed in all respects by the laws of Seychelles without regard to conflicts of law principles.
11.4 Dispute Resolution: You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Bitdeer, will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such dispute, controversy, or claim, except that you or Bitdeer may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights. UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU AND BITDEER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.In the event that there is an ongoing dispute proceeding between you and Bitdeer, either you or Bitdeer shall have the right to suspend the performance of all its obligations until such dispute is settled in full.
11.5 Arbitration Agreement. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators, one to be appointed by you, one to be appointed by Bitdeer and the third to be appointed by the President of the Court of Arbitration of the SIAC for the time being. The language of the arbitration shall be English. The arbitration cost shall be borne by the losing party. The losing party shall also compensate the winning party’s legal fees and other expenses. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY.
11.6 Replacement of Prior Agreements: By continuously using the Services provided by Bitdeer, you acknowledge that this Agreement shall replace and supersede all prior agreements between you and Bitdeer with respect to the subject matter provided for herein.
11.7 Version: the English version of this Agreement shall prevail.