Contract No.: Signing Place：
This Hashrate Service Contract (this “Contract”) is made and entered into by and between the following Parties on [Day][Month][Year].
Party A: （“User”）
(Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.)
Based on the principles of fairness, voluntariness, mutual negotiation and friendly cooperation, the Parties agree on the following matters regarding the provision of hashrate service by Party B and its affiliated companies (hereinafter collectively referred to as "DigiFinex") for Party A, and the payment of corresponding fees by Party A to Party B.
- Introduction of Hashrate Service and Fee
Hashraterefers to a unit of measurement of data processing capability, that is, the unit that measures the ability of a miner to perform the hashing process (decode the hash output, also called “mining”).Hashrate service (“Hashrate Service”) means the service provided by DigiFinex which involves the division of the ability of a certain number of miners to earn miningincome/crypto currency within a certain period into several standard units for sale (i.e., 1 Standard Unit=1TH/s or 1T) and the provision of relevant management service. Party A can obtain corresponding mining income in proportion to the specific number of units purchased for such period commencing on the date of purchase until termination of the Hashrate Service or expiry of term, provided that Party A pays the Hashrate Fee and Service Fees.
DigiFinex offers different types of Hashrate Service (fixed term or perpetual service), and Party A can choose the type of service, purchase units, and settle the hashrate fee (“Hashrate Fee”). Apart from the Hashrate Fee, Party A also needs to pay DigiFinex electricity fee, management fee, maintenance fee and emergency fee (hereinafter collectively referred to as "Service Fee(s)") to ensure the smooth operation of the miners and Hashrate Service.
1.1 Specifications of Miner Used by DigiFinex
DigiFinex will use uniform brand and model miners -AntMiner S19j Pro to perform the Hashrate Service under this Contract. The theoretical hashrate of Antminer S19j Pro is 100T±5%, and the theoretical power consumption is 30W/T. The specifications published on the DigiFinex official website shall be final.
1.2 Service Type and Hashrate Fee
If Party A purchases 25T for 1 year, which is equivalent of purchasing 25% data processing capability of a 100T Antminer S19j Pro, then Party A will enjoy 25% of the mining income earned by the miner within 1 year. If there are 100 mining machines in the DigiFinex mining farm, and the total units/hashrate of the mining farm is 10,000T (=100T×100), then Party A’s hashrate proportion = purchased units/total units from the perspective of the entire mining farm (“Hashrate Proportion”),i.e., 25/10000=0.25%. Party A will enjoy 0.25% mining income earned by all miners at the mining farm within 1 year according to the Hashrate Proportion and bear the corresponding Service Fees. For the avoidance of doubt, the number of miners in the DigiFinex mining farm will be adjusted by DigiFinex based on actual need as may be solely determined by DigiFinex.
|Brand and Model of the Miner
|Service Type and Term
|Purchased Units (T)
|AntMiner S19j Pro
| （Say USDT ）
|Note: The term for the perpetual service is not fixed, from the date when Party A purchases the Hashrate Service to the date of termination in accordance with this Contract or when the corresponding miner is scrapped. The date of miner scrapping shall be determined by DigiFinex unilaterally.
1.3 Launch Time for Hashrate Service
The Hashrate Service is expected to be launched on a date between [day] [month] 2022 and [day] [month] 2022. The information on the launch time published on the DigiFinex official website shall be final.
1.4 Electricity Fee
Electricity fee refers to the cost of electricity consumed by the miner in a certain period during mining and related activities. The electricity rate under this Contract is 0.078USDT/kWh [(subject to changes from time to time which will be published on DigiFinex official website)and DigiFinex will calculate the daily electricity bill for 24 hours a day. In the event of a power outage, maintenance or any other event on such day as a result of which the Hashrate Service cannot be performed. (“Affected Day”), the electricity fee received from Party A for such Affected Day will be refunded.
1.5 Management Fee
Management fee refers to the fee charged by DigiFinex for the management and operation of Hashrate Service The fee for maintenance of miners is covered below. Generally,___%
of the daily mining revenue shall be charged as the management fee.
1.6 Maintenance fee
Maintenance fee refers to the cost incurred for the maintenance of the miners at DigiFinex mining farm. The overall maintenance cost actually incurred shall be shared by each user in proportion, i.e., MaintenanceFeeofPartyA=the overall maintenance cost×Hashrate Proportion.
1.7 Emergency Fee
Emergency Fee refer to expenses incurred in the event of handling emergencies and natural disasters at DigiFinex mining farm, whose possibility of occurrence is slim. The emergency expenses actually incurred will be shared by each user in proportion, i.e., Emergency fee of Party A=the overall emergency expense×Hashrate Proportion.
- Payment of Hashrate Fee and Commencement of Hashrate Service
Party A shall pay the price agreed in clause 1.2 of this Contract to the account designated by DigiFinex within 3 working days upon the date of this Contract. Payment shall be considered to be made by Party A upon confirmation of receipt by DigiFinex of the payment. After the payment is completed, DigiFinex will start to provide Hashrate Service and distribute the corresponding mining income to Party A through the online DigiFinex digital currency trading platform ("DigiFinex Platform").
Designated Account of DigiFinex：
Note:Party A is required to confirm the address with DigiFinex official docking staff before transferring the payment based on the price agreed in clause 1.2 of this Contract and take a screenshot to the staff after the transfer is completed.
- Obligations of Partiesand Representations and Warranties of Party A
3.1 Obligation of Party A
2）For the purpose of registering an account on the DigiFinex official website and using the services provided by the official website, Party A shall provide legal, true, accurate and complete personal/company information ("Registration Information") for registration. If there is any change in the Registration Information, Party A shall update it in time. Party A shall take full responsibility and consequences for any loss or expense incurred by Party A or DigiFinex due to the unlawful, untrue, inaccurate or incomplete registration information provided by Party A or Party A's failure to update the registration information in time. DigiFinex reserves the right to terminate the HashrateService when Party A fails to fulfill its obligations under this clause..
3）Party A shall pay the agreed fees (including but not limited to Hashrate Fee and Service Fees) in accordance with this Contract. If Party A fails to pay the fees as agreed in this Contract, DigiFinex has the right to delay the performance of Hashrate Service, suspend or terminate this Contract. Any loss arising therefrom shall be borne by Party A.
4) Party A shall be responsible for any taxes and Party A will pay Party B the Hashrate Fee and Service Fees without any reduction for taxes. If DigiFinex is obligated to collect or pay taxes, taxes will be invoiced to Party A or deducted from Party A’s mining income or Party A’s account on the DigiFinex Platform.
5) Party A shall not use the Hashrate Service to engage in any activities that violate applicable laws and regulations or to participate in any terrorist activities or money laundering. Party A agrees to comply with all applicable laws and regulations, this Contract and all rules and policies announced by DigiFinex from time to time regarding the services provided by DigiFinex.
3.2 Obligations of DigiFinex
1）DigiFinex shall determine which mining pool the hashrate is linked to at its sole discretion, and to the maximum extent permitted by law, DigiFinex shall not be liable for any loss or damage arising from or in connection with the use or inability to use the services provided by the mining pool. If the original mining pool cannot provide services, DigiFinex shall replace other mining pools as soon as possible.
2）DigiFinex is responsible for daily monitoring and maintenance of the mining farm, and will do its best to provide Party A with sufficient and stable Hashrate Service.
3.3 Representations and Warranties of Party A
Party A represents and warrants to Party B, for the duration of this Contract, as follows:
(a) if Party A is a natural person, Party A has full capacity to enter into and perform his obligations and exercise his rights under this Contract, and if Party A is an entity, it is duly incorporated and validly existing under the laws of the jurisdiction of incorporation and has full power and authority to enter into and perform its obligations and exercise its rights under this Contract;
(b) Party A’s performance of obligations and exercise of rights under this Contract (including the use of the Hashrate Service) comply with the applicable laws and regulations in Party A’s jurisdiction; and
(c) Party A shall be the beneficial owner of any mining income generated or received as a result of the use of the Hashrate Service.
- Settlement of Mining Income and Service Fee
4.1 Settlement of Mining Income
1）All mining income will be settled daily in Bitcoin (BTC) with reference to the daily (UTC+8) 16:00 currency price on the DigiFinex platform. The daily mining income will be calculated according to the actual income of the mining pool on that day, and the income will be distributed to each user based on the user’s Hashrate Proportion, i.e., the miningincomeofPartyA=the overall mining income×Hashrate Proportion.
2）Party A shall open an account on the DigiFinex Platform, and DigiFinex will transfer the corresponding mining income to Party A's account.
4.2 Settlement of Service Fee
1）The Service Fees, based on the statistics and data published on DigiFinex official website, will be settled every day.
2）Party A can use USDT to recharge its account on the DigiFinex Platform (the time, amount and recharge period will be notified by DigiFinex to Party A) and the amount in which can be used to pay the Service Fees. The Service Fees can also be deducted from the mining income.
3）All Service Fees shall be converted into USDT upon settlement with reference to the daily (UTC+8) 16:00 exchange rate between USDT and the currency of the Service Fees on the DigiFinex platform.
4）The above fees are tax-exclusive.
- Liability for Breach of Contract
5.1 Either breaching party shall be liable for breach of contract in accordance with the laws.
5.2 The following situations shall not be considered as DigiFinex's breach of contract:
1）Short-term service interruption caused by DigiFinex's need for miner configuration and maintenance; and
2）Service interruption due to poor network, electricity power constraints, equipment repairs or any other event not caused by DigiFinex’s intentional misconduct.
5.3 DigiFinex only provides Hashrate Service as agreed and does not make any promise for the benefits generated by the service or assume any responsibility for the losses arising from the service.
5.4 In any case, DigiFinex's aggregate liability under this Contract shall not exceed the amount paid by Party A to DigiFinex under this Contract.
5.5 To the maximum extent permitted by applicable law, DigiFinex shall not be liable under this Contract for incidental, consequential, special or indirect damages (including without limitation loss of profits or revenue).
5.6 Party A shall indemnify and defend Party B, its parents, subsidiaries and affiliates, and each of their respective officers, directors, employees, agents and advisors (collectively, “Indemnified Parties”), against, and shall hold Party B and each of its Indemnified Parties harmless from, any loss, liability, claim, action, suit or expense caused by or resulting from Party A’s breach of this Contract or any applicable law or inaccuracy in information provided to DigiFinex or any fraud or fraudulent misrepresentation.
- Withdrawal of Miner and Termination of Contract
6.1Withdrawal of Miner（forperpetualtype of service only）
In the case of accepting the perpetual Hashrate Service, Party A may redeem physical miner(s) with itspurchased units and withdraw the miner(s), by issuing a miner withdrawal notice to Party B .The detailed procedures are as follows:
1）If Party A chooses to redeem the miner, Party A must redeem at least one whole machine at a time and the corresponding miner shall be determined by DigiFinex unilaterally. At the same time, Party A needs to share the overall tear and wear of the miners, that is, 20% of the corresponding miner(s)' hashrate shall be deducted. For example, if Party A purchases 280T and Party A chooses to take away 2 sets of Antminer S19j Pro (100T×2), Party A has to redeem 2 Miners with 200T and an additional 40T (ie 100T×2×20%). After the redemption, Party A has 40T left only. Please consult the DigiFinex official staff for the specific calculation method.
For the avoidance of doubt, since the redemption of a miner will require Party A to relinquish the relevant number of purchased units (“Consumed Units”), DigiFinex will terminate the hashrate service for the Consumed Units on the date when it confirms the receipt of the miner withdrawal notice (“Confirmation Date”). DigiFinex shall continue to provide service to Party A in respect of the remaining units purchased by Party A which are not the Consumed Units.
2）Party A needs to pick up the miner(s) within 60 days from the Confirmation Date. DigiFinex will charge a storage fee for miner(s) if Party A fails to withdraw within such agreed period. In such a case, Party A may pay the storage fee separately, otherwise DigiFinex will deduct the storage fee from the residual value of the miner(s). For details of the storage fee, please consult DigiFinex customer service staff.
3）DigiFinex is responsible for packing the miner(s) and assisting in sending the miner(s) out pursuant to Party A's instructions. Party A is responsible to deal with customs clearance and other matters itself and responsible for all costs of delisting, transportation, packaging, customs clearance and other costs related to the delivery of the miner(s). DigiFinex is not responsible for any damages caused in transportation or losses due to clearance failure.
6.2 Termination of Contract
1）For any fixed-term HashrateService, this Contract will be terminated automatically on the date when the fixed term service expires, unless earlier terminated by Party B in accordance with this Contract. This Contract allows for early termination by Party B in certain circumstances.
2）For any perpetual Hashrate Service，this Contract will be terminated on the date when all units are fully redeemed/consumed or on the date when the corresponding miner is scrapped, unless earlier terminated by Party B in accordance with this Contract. The date of miner scrapping shall be determined by DigiFinex unilaterally.
3）DigiFinex shall have the right to suspend or terminate the Hashrate Service at any time, and shall not be liable for any losses suffered by Party A, in the event of the following:
(a)the miningincomegenerated by the HashrateService is not enough to offset the Service Fees for 30 consecutive days and Party A fails to recharge its account on the DigiFinex Platform;
(b) any breach by Party A;
(c) DigiFinex suspects that Party A is using the Hashrate Service in an illegal, fraudulent or other improper manner; or
(d) force majeure (as defined below) as a result of which the mining farm is unable to continue to operate or DigiFinex is unable to perform the Hashrate Service.
4) If DigiFinex suspends the Hashrate Service, Party A remains responsible for all fees and charges Party A incurs during the period of suspension and Party A will not be entitled to any mining income that may have accrued during the period of suspension.
5）The termination of this Contract shall not affect the rights and obligations of the Parties under this Contract that have arisen prior to the termination date of this Contract.
- Risk Warnings and Disclaimer
7.1 In the event of power failure, machine malfunction or any other event as a result of which mining income may not be generated from the units, such risk will be shared and assumed by all users who purchase the Hashrate Service.
7.2The electricity fee may fluctuate due to changes in national policies and power costs, and DigiFinex reserves the right to adjust electricity rates.
7.3 There are risks associated with the Hashrate Service, including without limitation the following:
(a) the use of digital assets and related services carries regulatory risks and future legislation or regulations may restrict, limit or prohibit the Hashrate Service;
(b) hacker or other groups, agencies or organisations may attempt to interfere with the Hashrate Service, including without limitation, mining attacks or malware attacks;
(c) operational degradation, congestion, failure or disruption of DigiFinex Platform;
(d) digital assets are prone to, but not limited to, value volatility, transaction costs and lack of liquidity, regulatory restrictions and security risks; and
(e) connection or communication failures, disruptions, miconfiguration, errors, distortions or delays in relation to the provision of Hashrate Service, including without limitation mining difficulty and other changes in mining parameters and attributes, hardware (i.e. mining machine) obsolescence and hardware amortization.
7.4 DigiFinex shall not be liable for any suspension or inability to continue the operation of the mining farm due to force majeure (as defined below).
7.5 The Hashrate Service is provided on the “as is” and “as available” basis, including all faults and defects. To the maximum extent permitted by applicable law, DigiFinex does not make any warranty of any kind, including without limitation any warranty that its services will be uninterrupted, secure, error-free, meet any requirements or achieve any intended results. Additionally, DigiFinex makes no representations and warranties of merchantability, suitability, reliability, availability, accuracy, satisfactory quality, fitness for a particular purpose or quality, title and non-infringement with respect to the Hashrate Service.
- Force Majeure
8.1 If either Party is unable to perform the Contract due to force majeure, it shall be partially or fully exempted from liability according to the effect of force majeure, unless otherwise provided by law. If a Party cannot perform the Contract or needs to delay the performance of the Contract due to force majeure, it shall notify the other Party in writing within 5 days from the date of the force majeure event and shall provide proof within 20 days from the date of the force majeure event. The occurrence of force majeure after a Party’s delay in performance does not exempt it from liability for breach of contract.
8.2 The party suffering from force majeure shall take all necessary measures to mitigate the damages and resume the performance of this Contract after the event is eliminated. If it is determined that this Contract cannot be performed or the purpose of this Contract cannot be achieved, DigiFinex shall not support the withdrawal of miner(s) or be required to refund any Hashrate Fees or any other fees.
8.3 Force majeure, used in this Contract, refers to objective events that occur by reason of circumstances beyond a Party’s control, including without limitation (a) natural disasters such as floods, volcanic eruptions, earthquakes, landslides, fires, storms and severe weather, etc., (b) social abnormal events, such as wars, strikes, unrest, etc., (c) government actions, such as government intervention, restrictions, bans, etc., and (d) hackers, viruses, network service interruptions, etc.
9.1 This Contract does not constitute an agency or partnership between the Parties by virtue of entering into this Contract, nor does it create a joint venture relationship by virtue of entering into this Contract, nor can either Party act as an agent of the other Party, nor does either Party have the right or obligation to represent the other party or be responsible for the acts of the other Party or its failure to perform its obligations.
9.2Without the written permission of DigiFinex, Party A shall not disclose to any third party (other than requirements of relevant laws, regulations, government departments, stock exchange or other regulatory bodies and legal, accounting, business and other advisors and authorized employees of Party A and Party B) any terms and conditions of this Contract and the execution and performance of this Contract, as well as any information of DigiFinex known through the execution and performance of this Contract. The confidentiality obligations of Party A under this Contract shall continue for a period of 3 years from the termination of this Contract and shall not be invalidated by any change, release, termination, or invalidity of this Contract.
9.3 This Contract shall be governed by and construed in accordance with the laws of Singapore. In the event of any dispute, including any question regarding the existence, validity or termination of this Contract, arising out of or in connection with this Contract (“Dispute”), the Parties shall attempt for a period of thirty (30) calendar days after the receipt by one Party of a notice from the other Party of the existence of the Dispute, to settle the Dispute through friendly negotiation. If the Dispute cannot be resolved by negotiation within such thirty (30) calendar days period, either Party may submit the Dispute to the Singapore International Arbitration Centre (“SIAC”) for arbitration in accordance with the Arbitration Rules of the SIAC for the time being in force (“Rules”) and the Rules shall be incorporated by reference in this clause. The seat and venue of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator to be appointed by the President of the SIAC. The language of the arbitration shall be in [English]. The arbitral award is final and binding on both Parties. The invalidity, invalidity and unenforceability of any provision of this Contract shall not affect or impair the validity, validity and enforceability of the other provisions of the Contract. The arbitration agreement in this clause shall be governed by Singapore law.
9.4 This Contract shall be made in duplicate with each Party holding one copy and shall be effective on the date of this Contract. This Contract may be signed digitally or in wet-ink and in any number of counterparts, each of which shall be an original but all counterparts shall together constitute one and the same document.
9.5 This Contract contains the whole agreement between the Parties relating to the subject matter of this Contract at the date of this Contract and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Contract.
9.6 If any portion of this Contract is held to be invalid or unenforceable, the remaining portions of this Contract will remain in full force and effect and the invalid or unenforceable portion will be severed from this Contract.
9.7 Party A shall not assign or otherwise transfer this Contract or any of its rights and obligations under this Contract without the prior written consent of Party B. Party B may assign this Contract at any time without Party A’s consent.
9.8 No waiver by any Party of the provisions herein shall be effective unless set forth in writing and signed by such Party so waiving. No failure or delay on the part of either Party in exercising any right hereunder will operate as a release or waiver of such right, nor will any single or partial exercise of any right under this Contract preclude any other or further exercise of it.
9.9 For the purposes of this clause, “Personal Data” means any information or data that constitutes “personal data” within the meaning of the Personal Data Protection Act 2012 of Singapore or applicable data protection legislations in other jurisdictions, and includes the subsidiary legislation, regulations, rules, codes and/or guidelines promulgated or issued thereunder. By accepting the terms of this Contract, Party A consents to the collection, use, disclosure and processing (including the transmission outside of Singapore) of its Personal Data by DigiFinex, for purposes of performing the obligations in this Contract. The Personal Data of Party A may be collected directly from Party A or from other sources, and also includes Personal Data about other persons related to Party A (e.g. the ultimate beneficial owner or family members, as applicable). In relation to Personal Data of such other persons, Party A warrants that it has obtained consent for collection, use, disclosure and processing of such Personal Data by DigiFinex for the abovementioned purposes.
9.10 Save for the Indemnified Parties, a person who is not a party to this Contract has no rights under the Contract (Rights of Third Parties) Act 2001 of Singapore.
9.11 [The Parties agree that a version of this Contract in any language other than English language is for reference only and the English language version shall prevail.]
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|Representative of the Party A
|Representative of the Party B