TERMS AND CONDITIONS
These Terms and Conditions (the “Agreement”) is made and entered into by and between Hashmax Ltd ("HashMax") and the entity or person agreeing to these terms (the “Customer”).
This Agreement is effective as of the date that the Customer clicks to accept the Agreement (the “Effective Date”). If you are accepting on behalf of the Customer, you represent and warrant that:
(i) you have full legal authority to bind the Customer to this Agreement;
(ii) you have read and understood this Agreement; and
(iii) you agree, on behalf of the Customer, to this Agreement. If you do not have the legal authority to bind the Customer, please do not click to accept. This Agreement governs the Customer’s access to and use of the hosted computational services offered by HashMax (the “Services”).
1. PROVISION OF SERVICES
This Agreement is for the use of one algorithm in connection with transaction verification for one or more blockchain protocols. At the commencement of the Term of the Agreement, the Customer-selected algorithm may be employed for mining certain cryptocurrencies. As described in Section 3 below, the Customer acknowledges the risks associated with blockchain technologies and acknowledges that variations may occur with the protocols used to perform blockchain transaction verifications (“mining”) for cryptocurrencies using the algorithm selected by the Customer. The Customer-selected algorithm is reflected in the HashMax Cloud Mining Contract document (the “Agreement Specifications”).
1.2. COMPUTATIONAL POWER AND HASH RATE
Hashmax will provide the Customer computational power at a hash rate that is fixed for the Term of the Agreement, subject to Section 1.3 (Service Level Agreement and Variances). The Customer-selected hash rate is reflected in the Agreement Specifications.
1.3. SERVICE LEVEL AGREEMENT AND VARIANCES
The Customer acknowledges that the Services shall be rendered on a best effort basis. The availability of computational power and, accordingly, the output and results of any Services and cryptocurrencies may vary up to 5%. Notwithstanding the aforementioned variance, Hashmax shall make reasonable efforts to ensure that all facilities and the relevant supplies for providing the Services are maintained in good working order to avoid any variance with the same diligence it applies in its own dealings.
1.4. HASH RATE OUTPUT
The Customer’s selection of an algorithm, selection of a quantity of computational power or hash rate, allocation of computational power, and use of the Services may result in the receipt of cryptocurrencies, subject to any Maintenance Fees, Blockchain Transaction Fees, and Third-Party Fees (each described in Section 2 below). Hashmax has the discretion to accumulate or bundle the resulting cryptocurrencies Hash Rate Output in the Customer’s digital omnibus account until the accumulated value is sufficiently high to exceed the requirements of the Blockchain Transaction Fees. Hashmax may set and adjust the threshold for delivering the Hash Rate Output at its sole discretion upon notice to the Customer. Adjustments are generally made due to material increase or decrease to Blockchain Transaction Fees or operational degradation, congestion, failure or disruption otherwise of the blockchain network used by Customer. For the avoidance of doubt, the Customer remains the beneficial owner of any such accumulated Hash Rate Output.
1.5. HASH RATE OUTPUT CONVERSION
As described in Section 1.4 (Hash Rate Output) above, the Customer’s selection of an algorithm, allocation of computational power, and use of the Services may result in the reward of one or more cryptocurrencies. Where applicable, Hashmax may provide the Customer with the option to receive the Hash Rate Output in one or more cryptocurrency in equal value to the cryptocurrency mined by the Customer.
1.6. SERVICES USE
During the Term, the Customer may: (i) use the Services, and (ii) use any Software provided by Hashmax as part of the Services. The Customer may not sublicense or transfer these rights.
As part of receiving the Services, the Customer will have access to the Dashboard through which the Customer may administer the Services, including management and allocation of its deployment of computation power in connection with the Customer’s selected algorithm. The Dashboard also provides the Customer tools to direct transfer of cryptocurrencies to the Customers cryptocurrency wallet or Customer-selected cryptocurrencies as described in Section 1.5 (Hash Rate Output Conversion).
1.8. NEW APPLICATIONS AND SERVICES
Hashmax may: (i) make new applications, tools, features or functionality available from time to time through the Services; and (ii) add new services to this Section 1 (Provision of Services) from time to time, the use of which may be contingent upon the Customer’s agreement to additional terms.
2. PAYMENT TERMS, FEES, AND TAXES
2.1. UPFRONT FEES
This Agreement and the provision of Services agreed to herein are subject to the Customer’s satisfaction of an upfront payment of a fixed amount, set in US Dollars for the given hash rate (“Upfront Fees”).
2.2. MAINTENANCE FEES AND ELECTRICITY FEES
The Customer shall pay and owe Hashmax certain data center operations maintenance fees and electricity fees (“Maintenance Fees”) for use of the Services as described in this Agreement and the relevant Terms of Services Specifications. Hashmax shall calculate and charge the Maintenance Fees at the end of each month to Customers via invoice or as subscription. In the event that the Maintenance Fees is not paid upon the due date, Hashmax will notify customers and terminate the plan as there are no follow up actions from Customers within 7 days. Hashmax may from time to time offer promotions where Customer’s may pay the Maintenance Fees in advance. Hashmax may, from time to time, offer certain services, products, or promotions for which there is either no Maintenance Fees or the Maintenance Fees have been waived, modified, or discounted (e.g., Radiant Zero).
2.3. BLOCKCHAIN TRANSACTION FEES
The delivery and receipt of any of the Customer’s cryptocurrencies is subject to network or transaction fees charged by the blockchain associated with the Customer-selected algorithm (“Blockchain Transaction Fees”). Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain and not retained by Hashmax.
2.4. THIRD-PARTY FEES
Certain digital wallets, wallet addresses, tools, and third-party software and devices (“Third-Party Wallets”) used by the Customer may also charge Customer a fee, including a per transaction or transfer fee. Customer is responsible for being aware of and satisfying any such fee. Customers should note that any such fees may significantly reduce Customer’s Hash Rate Output and therefore Customer is responsible for managing the selection, use, and rate and frequency of their receipt of Hash Rate Output to any such Third-Party Wallets.
The Customer is responsible for any taxes, and the Customer will pay Hashmax for Services without any reduction for taxes. If HashMax is obligated to collect or pay Taxes, Taxes will be invoiced to the Customer and/or deduced from the Customer’s Hash Rate Output, unless the Customer provides Hashmax with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some countries, states, and provinces, the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If the Customer is required by law to withhold any taxes from its payments to HashMax, the Customer must provide Hashmax with an official tax receipt or other appropriate documentation to support such withholding. If under the applicable tax legislation, the Services are subject to local value added tax (“VAT”) and the Customer is required to make a withholding of local VAT from amounts payable to HashMax, the value of the Services calculated in accordance with the above procedure will be increased (grossed up) by the Customer for the respective amount of local VAT and the grossed-up amount will be regarded as a VAT inclusive price. If required under applicable law, the Customer will provide Hashmax with applicable tax identification information that Hashmax may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The Customer will be liable to pay (or reimburse HashMax for) any taxes, interest, penalties or fines arising out of any mis-declaration by the Customer.
3. CUSTOMER OBLIGATIONS
3.1. ALGORITHM SELECTION
The Customer is responsible for the selection of the algorithm and understands and accepts the risks associated with blockchain technologies, cryptographic currencies, and cryptocurrency mining.
3.2. HASH RATE ALLOCATION
The Customer is responsible for the allocation of the Customer’s hash rate purchased under this Agreement. The Customer acknowledges that Hashmax is not responsible for the selection or timing of cryptocurrencies to be mined under this Agreement and protocols selected for use in connection with the Services. The Customer shall monitor and allocate hash rate through the Dashboard. The Customer acknowledges that the difficulty of mining may vary and will likely increase during the Term of this Agreement and Customer shall monitor, supervise, and determine which cryptocurrencies to mine under this Agreement.
3.3. DIGITAL WALLET AND PRIVATE KEYS
The Customer represents and warrants that the Customer is familiar with and accepts the risks associated with digital wallets and private keys, including the risks described in this Section 3.3. The Customer’s digital wallet or vault may require a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with the Customer’s digital wallet or vault storing cryptocurrencies will result in loss of such cryptocurrencies, access to the Customer’s cryptocurrencies balance and/or any initial balances in blockchains. Moreover, any third-party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service the Customer uses, may be able to misappropriate the Customer’s cryptocurrencies. HashMax is not responsible for any such losses.
3.4. LOG-IN CREDENTIALS
The Customer represents and warrants that the Customer is responsible for the preservation of confidentiality of the Customer’s login credentials. HashMax login credentials and generated by the Services are for the Customer’s internal use only and the Customer is strictly prohibited from selling, transferring, or sub licensing them to any other entity or person.
3.5. BLOCKCHAIN NETWORK RISK
The Customer represents and warrants that the Customer accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The Customer understands that these risks may result in delay or failure to process transactions, failure to deliver Hash Rate Output, and high Blockchain Transaction Fees. The Customer represents that Customer understands and agrees that the Company is not responsible for any diminished Services, related features, or capabilities resulting from blockchain network risk. As provided in Section 1.4 (Hash Rate Output), in the event of a material increase or decrease to Blockchain Transaction Fees or operational degradation, congestion, failure or disruption otherwise of the blockchain network used by Customer, the Company may, at its sole discretion and upon notice to the Customer, increase or decrease the threshold to deliver the Customer’s cryptocurrencies.
3.6. BLOCKCHAIN MODIFICATION RISK
The Customer represents and warrants that the Customer is familiar with and accepts the risks associated with blockchain development and code changes, including the risks described in this Section 3.6. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain developers may make changes to features and specifications of the algorithm selected by the Customer. Such changes may include or result in the elimination of support for and/or the efficient use of chips used by Hashmax. In addition, blockchain developers may also determine to modify the cryptographic verification process such that the blockchains can no longer be verified through proof-of-work and instead adopt proof-of-stake methodologies.
3.7. PROOF-OF-WORK REPLACEMENT RISK
In addition to blockchain modification risk, blockchain developers may also determine to modify the cryptographic verification process such that the blockchains can no longer be verified through proof-of-work and instead adopt proof-of-stake methodologies. Customer accepts and acknowledges that in circumstances where the protocol of a given blockchain used by the Customer has been modified to only use proof-of-stake methodologies, the Customer accepts such risk and shall allocate Customer’s hash rate to other available blockchains and mining processes that use proof-of-work methodologies using the given algorithm for this Agreement. Certain blockchain algorithms at this time have no alternative blockchain applications that support proof-of-work mining and any such switch from proof-of-work to proof-of-stake would result in no applicable use of Customer’s hash rate for the residual Term of the Agreement should such a protocol switch occur.
3.8. TRADE COMPLIANCE
In connection with this Agreement, the Customer agrees that the Customer will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (“CFSP”) (collectively, “Trade Sanctions Laws”). The Customer represents and warrants that the Customer and Customer’s financial institutions, or any party that owns or controls the Customer or the Customer’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
4. TEMPORARY SUSPENSION
HashMax may suspend the Customer’s right to access or use any portion or all of the Services immediately upon notice to the Customer if:
(i) Hashmax determines the Customer’s use of the Services poses a security risk to the Services or any third party, could adversely impact Hashmax systems, the Services or any other Hashmax customer, could subject Hashmax, its affiliates, or any third party to liability, or could be fraudulent;
(ii) the Customer is in breach of this Agreement;
(iii) the Customer initiated a chargeback or dispute with respect to any payment or purchase of the Service; or (iv) the Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
4.2. EFFECT OF SUSPENSION
If HashMax suspends the Customer’s right to access or use any portion or all of the Services, the Customer may remain responsible for all fees and charges the Customer incurs during the period of suspension; and the Customer will not be entitled to any cryptocurrency mining results that may have occurred during the period the Customer’s use of the Services was temporarily suspended.
5. TERM AND TERMINATION
The term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section.
5.1. AGREEMENT TERM
The term of this Agreement will commence on the Effective Date and will remain in effect until the earlier of the date set forth in the Agreement Specifications or the date of a Termination for Breach, the conditions of which are set forth in Section 5.2 below.
5.2. TERMINATION FOR BREACH
Either party may terminate this Agreement for breach if the other party is in material breach of the Agreement and fails to cure that breach within 7 days after receipt of written notice. In addition, in the event that HashMax ceased its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days, Hashmax may terminate the Service.
5.3. EFFECT OF TERMINATION
Upon the Termination Date, all of the Customer’s rights under this Agreement immediately terminate and the Customer shall remain responsible for all Service Fees incurred through the termination date provided by Hashmax.
HashMax Hosting Service Terms and Conditions (hereinafter referred to as “terms”) constitute a binding agreement between users and HashMax (including current and future affiliates and subsidiaries, “HashMax”, “we”, or “us”) with respect to users’ use of HashMax hosting services, and any associated accounts, that links to these Terms (collectively, the “Site”).
By continuing to use the Site, users acknowledge that they have read these Terms and agreed to them. If users do not understand these Terms or do not agree with their provisions, please immediately cease using the Site.
We reserve the right to revise and update these Terms from time to time without offering any notice to users, and the revised Terms will effectively replace the original version once they are published on this Site. We encourage users to periodically review this Site for the latest updates on our Terms.