This supercomputer server co-hosting contract (the “Contract”) is entered into between the User/You (hereinafter referred to as “User” or “You”) and FuFu Technology Limited (hereinafter referred to as “BitFuFu”, “We” or “Company”, with the User/You, collectively referred to as the “parties” and respectively a “party”) in relation to the operation and management of relevant Products (as defined below). Once the User/You click or check “Agree to this Contract”, the User/You shall be deemed to have read, understood and agreed to all the terms and conditions of this Contract which shall constitute a document that is legally binding on both parties.
1. The User/You is aware of the following risks of the Product and blockchain currency industry, and assumes the possible losses at its own will:
a) There are regulatory risks in the blockchain currency industry, which may result in a significant increase or decrease in the price or value of blockchain currency and the risks of inability to change into real currency. Please note that it is possible that the price of blockchain currency could drop to zero;
b) The computing power of the whole network may increase significantly, resulting in a significant decline in Product output;
c) The Product has the risk of suffering from loss and damage during operation, accident and transportation;
d) There may be accidents such as power failure and network disconnection in the IT Room (as defined below), which may lead to the risk of Product shutdown;
e) The IT Room may stop operation due to Force Majeure (as defined below), and the Products need to be transferred to other IT Rooms, resulting in the risk of downtime for a period of time;
f) The risks of shortage of IT Room and the fluctuation of the electricity price;
g) The risks network or service disruption or data loss or identity theft as a result of hacker or virus attacks; and
h) Exchange risks. If the Product is unavailable for purchase due to insufficient stock, BitFuFu should refund Your payment in full. When refunding, the total amount of USD paid shall be the total refundable amount, and the refund shall be made in the original payment currency at the exchange rate at the time of the refund.
[BitFuFu shall take measures to reduce the loss, submit briefing and relevant basis of any risk or accident to the User/You according to the situation and restore the normal operation of the Product as soon as possible.]
2. The risks associated with the Products and the blockchain currency industry listed in this Risk Clause (the "Industry Risks") are not exhaustive and other risks may arise in the future that could result in the User/You not receiving any revenue, suffering financial loss, or termination of the services we provide, and BitFuFu shall not be liable for any damage or liability suffered by the User/you arising from or resulting from any potential Industry Risks.
3. If BitFuFu is unable to perform its obligations under this Contract due to Force Majeure, BitFuFu shall not be liable for any damage or liability suffered by the User /You due to Force Majeure.
1. The User/You entrusts BitFuFu to operate and manage the supercomputer server (the “Product”). Both parties acknowledge and agree that relevant management and operation shall be conducted in accordance with the rules on the BitFuFu platform.
2. The hosting method of the Product under this Contract shall be co-hosting. The User/you shall bearthe Operation Fee (as defined below) for this batch of the Product according to this Contract. The User/You shall be not be entitled to terminate the Hosting Services (as defined below) prior to the satisfaction of the conditions for termination of the Hosting Services contemplated in this Contract.
II. Product Deployment
The User/You entrusts BitFuFu to deploy the Products in the cloud computing IT room (the “IT Room”) [provided by BitFuFu] whereby the operation management and output shall be subject to the rules of BitFuFu.
III.Parties’ Rights and Obligations
- The User/You shall covenant that the User/You has all requisite power and authority to execute and perform this Contract.
- BitFuFu shall provide professional technology and management staff, power facilities, broadband network, security monitor, server and other services, and be responsible to ensure the stable operation of Products. BitFuFu shall strive for the best interests for the User/You, but the BitFuFu shall not be held liable for any loss and liability except where such loss or liability is caused by willful misconduct of BitFuFu.
- The User/You confirms and agrees that the User/You shall be liable for all risks and liabilities caused by delayed delivery of products, damaged products, changes in product model or computing power, insufficient quantity of product or computing power, unilateral termination of contract and refund by the seller except where such aforementioned events result from willful misconduct of BitFuFu.
- The account by which the User/You will receive the output of the Product can be changed on the system platform provided by BitFuFu.
- The User/You confirms that it is entitled to the ownership and right to use of the hosted server (i.e. The Products to be entrusted by the User/You will only be accepted for hosting after BitFuFu confirms the ownership of such Product to its satisfaction). If the User’s/Your information changes, it shall be updated promptly at BitFuFu’s side and on the platform. Otherwise, all the consequences arising therefrom shall be borne by the User/You.
- BitFuFu makes no commitment of Products proceeds. Both parties agree that they have fundamental and complete awareness and knowledge of the Product when they enter into this Contract. Both parties confirm that the risk of the Product loss and damage which is not attributable to BitFuFu’s willful misconduct shall be borne by the User/You.
IV. Hosting Service Clause
- TheUser/You hereby entrusts BitFuFu to deploy the Product in the cloud computing IT room [provided by BitFuFu], whereby the transportation fee and [instalment fee] shall be borne by the User/You.
- In the event of power failure over 48 hours resulting from power overhaul of the IT room and regional power malfunction and other reasons not caused by BitFuFu, BitFuFu shall promptly notify the User/You and shall use its best endeavours to restore the normal operation of the IT room.
- The User/You shall bear the electricity fee, maintenance fee, maintenance transportation fee and transportation fee with respect to migration of the IT room (collectively the “Operation Fee”) incurred during the operation.
The details of the Operation fee are as follows (the following fees shall be subject to the amount actually incurred):
a) Electricity fees (including labour fee): the annual average price shall be [42 ~ RMB0.46], subject to adjustment based on local actual electricity price.
b) Product Warranty Period: six months.
c) Maintenance fee: to be charged according to the maintenance costs actually incurred.
4. In the event of any change in the electricity price, transportation fee, maintenance fee and relevant data and costs with respect to the Hosting Service, BitFuFu shall notify the User/You in a timely manner and execute the new price upon the mutual negotiation of the parties.
V. Fair Blockchain Currency Price
The parties hereby confirm that the fair blockchain currency price on a valuation day shall be determined by calculating the blockchain currency trading price listed on Coinbase at 10:00 a.m. (GMT+8) on such day and deducting 1% of the transaction slippage loss and over-the-counter transaction fees. In the event of any theft, failure of withdrawal of the blockchain currency on Coinbase, resulting in any abnormality in the price of the currency, the parties may designate a representative exchange as the source of the fair blockchain currency price.
VI. Net Product Output
- The Product will produce blockchain coin at the pool of Antpool.com. The User/You can check the operation, total computing power, and blockchain coin output via the observer link of this batch of the Product.
- Net Product Output Coin shall be determined by calculating the blockchain currency coins produced by User’s/Your Product on a daily basis and deducting the Operation Fee.
- 3. After the Products are put into operation, BitFuFu shall transfer the Net Product Output Coin of each day to the account opened by the User/You on BitFuFu's official website platform each day (Hong Kong time).
VII. Hosting Service Fee
- 1. When the blockchain currency paid by BitFuFu to the User/You reach the of the purchase fees paid by the User/You, it shall be deemed that User's/Your Product costs have been recovered. Thereafter, BitFuFu will pay the User/You a part of the net profit of the Products as the hosting service fee (hereinafter the “Hosting Service Fee”) charged at 40% of the net profits of the Products.
- The Hosting Service Fee shall be settled on a daily basis (Hong Kong time). After the recovery of the cost by the User/You, BitFuFu shall transfer the Product Income after deducting the Hosting Service Fee to User’s/Your account each day. Product Income = Net Product Output Coin - (Net Product Output Coin * Hosting Service Fee rate).
VIII. Termination of Hosting
- Except as the rules of BitFuFu platform otherwise provided, BitFuFu has the right to terminate the Hosting Service and request to initiate liquidation procedure under the following circumstances:
a）The output of Products for 30 consecutive days is insufficient to pay the electricity fees or the electricity fees accounts over 50% of the output for a consecutive week;
b）The IT Room is not available for more than 180 days due to site, power, network and other reasons.
c）The User/You publishes any opinions unfavorable to BitFuFu Platform in public or on WeChat, microblog (Weibo) and other social media.
If the users owning over 50% of the same batch of Product submit the application of termination of the Hosting Services within a calender day (Hong Kong time), the User/You shall be entitled to terminate the Hosting Service and initiate liquidation procedure. If the User/You request terminating the Hosting Services, User/You shall submit the application in the form as required by BitFuFu. In the event of absence or delay of application the User/You shall be deemed to authorize the BitFuFu to sell the mining machine at the market price.
At the termination of the Hosting Service, BitFuFu shall charge a liquidation service fee at a 30% of [quantity of Products under Hosting Service] and the User/You may dispose the remaining mining machine by adopting one of the followings methods:
a) Entrust BitFuFu to sell
b) Take away the mining machine via self-pick-up.
In case this batch of mining machine cannot be divided with no remainder when paying the liquidation service fee, for the remainder part, BitFuFu platform shall pay to the User/You the amount at a 70% of market price of mining machine at the termination of the Hosting Service, and BitFuFu can retain the ownership of such.
If the User/You chooses to take away the Products by itself physically, the User/You shall bear the relevant transportation fees and relevant expenses.
IX. Change and Breach of Contract
- Due to the rapid change of the industry, the relevant data and expenses of the Products may change, and both parties are aware of and accept the possible changes.
- In case that the User/You are in breach of this Contract, BitFuFu has the right to immediately suspend or terminate the service provided to the User / You and take all necessary legal measures as allowed by applicable laws.
- If the User/You agree/sign/approve/check and confirm this Contract online, it shall constitute a legal document binding on both parties. Unless the parties reach an agreement through consultation, the User/You shall not unilaterally change, rescind or terminate this Contract in any form; otherwise, the User/You shall bear all the consequences.
X. Delay in Product Operation
- If [the operation of the Products is delayed] over ten days (the tenth day inclusive) resulting from IT room construction delay and unavailability of the IT room, BitFuFu shall promptly notify the User/You and actively seek a solution. In the event that BitFuFu fails to actively resolve the aforesaid problems, the User/You shall be entitled to terminate this Contract and adopt one of the followings methods:
a) Authorize BitFuFu to sell
b) Take away the mining machine via self-pick-up.
If the User/You choose to terminate this Contract pursuant to the Article X.1, the User/You shall pay the Operation Fee (if any) incurred prior to the termination of this Contract.
If User/You choose to take away the mining machine via self-pick-up, User/You shall be in accordance with the rules of BitFuFu and solely bear the transportation fees and the relevant fees arising from such choice.
- The User/You agree to fully assume the relevant tax obligations arising from the use of the services provided by BitFuFu.
- If this Contract is entered into in Chinese, English and any other language, the Chinese version shall prevail in case of any inconsistency.
- This Contract shall take effect upon the User's use of the services provided by BitFuFu and shall be terminated when BitFuFu proposes or agrees to terminate this Contract or the services provided under this Contract.
- BitFuFu may modify this Contract at any time by publishing the amended contract on this website/platform or providing the User / You with a copy of the amended contract ("Amended Contract"). The Amended Contract shall take effect from the time of its release. After the release of the Amended Contract, if the User/You continue to use BitFuFu platform/website, it is deemed that the User /You accept the Amended Contract.
XII. Force Majeure
“Force Majeure” shall mean any objective conditions that cannot be foreseen, avoided or overcome, including but without limitation, natural disasters, such as flood, volcano eruption, earthquake, landslide, fire, storms and severe weather rated by the government departments as occurring once in a century or above, social unusual events such as war, strike, turmoil, etc., and government actions such as government intervention, restriction, prohibition, and power failure and network disconnection resulting from inspections or bans by the electricity and communication network authorities, network or service disruption or data loss or identity theft as a result of hacker or virus attacks, etc.
If either party is unable to perform or delays to perform its obligations under this Contract in whole or in part due to Force Majeure, the party affected by the Force Majeure shall notify in writing the other party within three days from the date of the occurrence of the Force Majeure and provide the evidence to explain the reasons for such failure to perform its obligations under this Contract in whole or in part or delay of performance within ten days from the date of the occurrence of such Force Majeure.
The party affected by the Force Majeure shall take all necessary measures to minimize the losses and to promptly resume performance hereunder whenever the causes of such Force Majeure are excused, except where the performance of this Contract has been rendered impossible or unnecessary. The party affected by the aforesaid Force Majeure shall not be held liable for any such non-performance or partial performance and the other party shall not request for any damages.
XIII. Dispute Resolution
- The formation, validity, performance, interpretation and dispute resolution of this Contract shall be governed by the laws of Hong Kong (excluding conflict law).
- Any dispute, controversy or claim (the “Dispute”) arising out of or relating to this Contract, or the breach, termination or validity hereof, shall be resolved by the parties through friendly negotiation. In case no settlement is reached through negotiation, either party may submit the Dispute to Hong Kong International Arbitration Centre (HKIAC) for arbitration. The award of the arbitral tribunal shall be final and binding upon the parties thereto.
(By clicking the following button, You will be deemed to have fully accepted this Contract and have confirmed, acknowledged and fully understood all contents and risks of this Contract.
◎I have read and agreed to the content of this Contract. I am willing to undertake all the obligations and responsibilities arising from this Contract and agree to all the content of this Contract.)