Softwareminings

TERMS OF SERVICE

Version dated: 1st January 2022

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

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

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

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

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

1. Introduction :

1.1 PLEASE READ CAREFULLY AND IN FULL these terms and conditions (the “Terms”) which set out the basis on which our customers (“you” or “your”) may access our Website(s) (as defined in clause 2.1) and use our Services (as defined in clause 3) provided by SoftwareMinings Ltd, C/O Vistra (BVI) Limited,(“CML”, “we”, “us”, or “our”).

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

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

2. Definitions and Interpretation :

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

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

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

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

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

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

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

2.8 A reference to writing or written includes email.

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

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

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

3. Our Services :

3.1 We may provide you with the ability to:

3.1.1 Mine cryptoassets;
3.1.2 exchange cryptoassets for gift cards or gift vouchers,

all together, the “Services”.

3.2 We do not:

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

4. Getting started :

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

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

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

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

5. Authorised persons (bodies corporate clients only) :

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

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

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

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

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

6. Your representations :

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

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

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

7. Our representations :

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

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

8. Your obligations :

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

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

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

8.3 You must:

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

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

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

9. Buying and selling and cryptoassets :

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

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

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

10. Limits :

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

11. Hardware Mining :

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

11.2 You are responsible for:

11.2.1 setting up your Computing Hardware so that it uses the CML Software to Mine cryptoassets;
11.2.3 all investment decisions when Mining cryptoassets. This includes the fact that you decide which cryptoassets to Mine, when to Mine them, and when to cease Mining them.

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

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

11.5 When Mining you may no:

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

12. Withdrawing rewards :

12.1 You can chose whether to receive rewards in:

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

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

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

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

13. Holding and transferring cryptoassets :

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

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

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

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

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

14. White-labelling :

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

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

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

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

14.4 In addition, you are responsible for ensuring that:

14.4.1 you comply with all Applicable Laws and regulations in relation to the distribution of and Clients’ use of our Services, and for obtaining any appropriate legal advice regarding the Clients’ use of our Services (if required).
14.4.2 all applicable anti-money laundering, KYC, anti-corruption, anti-bribery, anti-tax evasion and data protection laws and regulations are complied with in relation to Clients.
14.4.3 Clients are treated fairly, including as regards your handling of any complaint and any (potential) conflicts of interest.
14.4.4 before any Client may benefit from our Services, there are terms agreed between you and the Client
14.4.5 the terms of the agreement between you and the Client as per clause 18.4.4 are properly enforced.

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

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

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

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

15. Name and logo :

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

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

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

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

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

16. General :

No cancellation rights

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

Set-off

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

Legal, tax and accounting advice

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

Fiduciary duties

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

Non-solicitation

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

Transfer, delegation and assignment

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

Illegality and severability

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

Waiver

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

Third parties

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

No partnership or agency

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

Commencement

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

Entire agreement

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

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

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

GENERAL RISKS WHEN DEALING

1. Volatility risk

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

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

2. Liquidity risk

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

3. Risks associated with blockchain protocol(s)

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

4. Risk of losing access to SoftwareMinings LTD

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

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

5. Risk of hacking and software and security weaknesses

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

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

6. Lack of information for monitoring SoftwareMinings LTD

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

7. Human error

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

8. Third party software providers

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

9. Regulatory risks

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

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

10. General economic risks

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