Bitdeer Miner Sharing Service Agreement

This Bitdeer Miner Sharing Service Agreement (the “Agreement”) is an agreement between Bitdeer Miner Sharing Platform (“Bitdeer” or “we” or “Company”) and the users (the “User” or “you”) who uses the miner sharing 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 advice;


(2) The value of any miner sharing 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.

 

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: Miner Sharing Service Fee and Electricity Fee.

 

4.2 Miner Sharing Service Fee: the Miner Sharing 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 Miner Sharing 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 are located.


4.6 You understand and agree: the price of miner sharing 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 period, 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 plan periods 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. Miner Sharing 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 Miner Sharing 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 "bridge" connecting users and several mining pools. Through the services provided by Bitdeer, a user can connect the miners shared 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.

 

6.2 When the User connects the miners shared 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 that: 


(1) If you choose to pay the Electricity Fee manually, the digital assets mined/generated after you connect the miners (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 shared miners 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 miners 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, and you hereby understand that Bitdeer is not 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 lucky value of the mining pool, the amount of service fee actually charged by the mining pool, and etc.

 

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 miner sharing 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 mining service do not meet the User’s expectation, etc., Bitdeer shall only refund the unused Electricity Fee. The Miner Sharing 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 used up, 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 to

(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 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.


8.4 You agree that you shall fully assume the relevant tax obligations arising from the use of the Services provided by Bitdeer.

 

8.5 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.

 

8.6 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.

 

8.7 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.

 

8.8 You should not participate in any activities that may affect the Services provided by Bitdeer and/or the security of the Website.

 

8.9 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.

 

8.10 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).


8.11 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 the British Virgin Islands or any other jurisdiction or any other federal, state or foreign law. 


8.12 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.


8.13 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.


8.14 You hereby represent and warrant that your use of the Services provided by Bitdeer will not negatively affect Bitdeer's reputation or cause Bitdeer to assume legal responsibility or other penalties, fines, and sanctions.

 

8.15  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, 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 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.

 

8.16 If the User violates any provisions of this Section 8, Bitdeer shall have the right to immediately suspend or terminate the Service provided to the User, and Bitdeer shall have the right to take all necessary legal means within the scope permitted by the applicable laws and regulations.

 

IX. Liability for Breach of Agreement

 

9.1 For any violation of this Agreement by the User (including but not limited to the User fails to pay the Plan Fee in time; the User's use of the Services provided by Bitdeer is illegal in the country/region where the User is located, etc.), Bitdeer shall have the right to immediately suspend or terminate the Services provided to the User and take all necessary legal means within the scope permitted by applicable laws and regulations, including but not limited to holding the User liable for the relevant loss suffered by Bitdeer.

 

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.

 

X. Limitation of Liability

 

10.1 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, i.e. if the computing power of miners is zero for one hour due to power outage, the duration of the plan will be extended for one hour (this compensation policy is not applicable to water season Service Plans). 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 circumstance where there are fluctuations of performance of the miners (including but not limited to fluctuations caused by factors such as digital asset price fluctuations, changes in the inherent features of digital asset, the difficulty of computing power of the entire network, the lucky value of the mining pool and the service fee rate charged by the mining pool).

 

10.2 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.

 

10.3 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.

 

10.4 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.

 

10.5 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 Company against, and shall hold Company 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. In no event shall Company, its affiliates, or any of their respective officers, directors, agents, employees or representatives, 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.

 

10.6 The User hereby agrees that Bitdeer's total liability to the User under this Agreement shall not exceed the total Plan Fees paid by the User to Bitdeer.

 

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 Company’s exercise of any right or power or shall be construed to be a waiver of any default or acquiescence therein.

 

11.2 Severability: should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.

 

11.3 Governing Law: this Agreement shall be governed in all respects by the laws of British Virgin Islands without regard to conflicts of law principles.

 

11.4 Dispute Resolution: if there is any dispute between the parties in the performance of this Agreement, and if the negotiation fails, either party has the right to submit the dispute to Singapore International Arbitration Centre for arbitration and the dispute shall be finally settled in accordance with Arbitration Rules of the Singapore International Arbitration Centre in effect at the time of submission for arbitration. The arbitral award is final and binding on both parties. Unless the arbitral award is otherwise determined, the arbitration fee shall be borne by the losing party. The losing party shall also compensate the winning party’s legal fees and other expenses.