TERMS OF SERVICE.
Last updated: December 1, 2021
PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY. PERSONS (“USERS”) WHO ACCESS, VIEW, BROWSE, SUBMIT INFORMATION TO, OR OTHERWISE USE THE WEBSITE LOCATED AT DIGITALBRIDGEMINING.IO OR ITS LINKS AND SUBPAGES (THE “SITE”), THE APPLICATIONS MADE AVAILABLE THROUGH THE SITE (THE “SOFTWARE”), AND/OR THE INFORMATION, CONTENT, FEATURES AND SERVICES PROVIDED THROUGH THE SITE (THE “SERVICES”), ACKNOWLEDGE AND AGREE THAT THEY ARE BOUND TO THESE TERMS. IF A USER DOES NOT AGREE TO ALL OR ANY PART OF THE TERMS, USER IS DIRECTED NOT TO ACCESS OR USE THE SITE, SOFTWARE OR SERVICES.
These General Terms and Conditions (“Terms”) apply to and govern any and all of the products and services (collectively, the “Products”) provided by Digital Bridge Mining Inc. (“Digital Bridge Mining”) and your use of the Digital Bridge Mining website (“Site”). You must accept these Terms as a condition of receiving the Products or using the Site. These Terms are hereby expressly incorporated into the transactional documents such as a “Customer Purchase Agreement” or an online store “Purchase Confirmation” (each, an “Order”), entered into by and between you as the customer (“Customer”), and Digital Bridge Mining. In the event of any conflict between these Terms and an Order, the Order will control. For purposes of these Terms, “you” and “your” or “Customer” refer to the person purchasing the Products. “We,” “our,” or “us” refers to Digital Bridge Mining.
Modification of Terms. The Terms may be updated or changed by us from time to time. You can review the most current version of the Terms at any time at: https://digitalbridgemining.io/termsandconditions. If Digital Bridge Mining makes a change to the Terms, an updated version of the Terms will be posted on the Site, and in some cases, you may be provided notice of that change by contact to your current mail or email address in the records of Digital Bridge Mining. You agree to periodically visit the Site to review any such changes. Your continued use of the Products following the sending of such notice by Digital Bridge Mining (if applicable), or the expiration of thirty (30) days following posting of the change on the Site, whichever occurs first, constitutes your acceptance of such changes.
Advances or Deposits. We may require you to make deposits or advance payments for certain Products, which we may use to satisfy your initial bill for an Order, or to offset against any unpaid balance on your account, or as otherwise set forth in these Terms, or as permitted by law. Interest will not be paid on advance payments or deposits unless required by law. We may require additional advance payments or deposits if we determine that the initial payment was inadequate. Based on your creditworthiness or for other reasons, we may establish limits and restrict provision of Products or features as we deem appropriate.
Pricing. Pricing for Products are governed by Digital Bridge Mining’s then standard offered price lists, as shown on its website, or as specifically agreed in writing between Digital Bridge Mining and the Customer for the particular Product. Digital Bridge Mining reserves the right to change pricing for its Products at any time without notice to you. Prices do not include taxes and related charges (however designated) and all taxes, fees and governmental charges imposed on the provided Products shallbe paid by you in addition to any other amounts owing. Such amounts will be listed separately on your invoice.
Payment. Payment of each invoice for the Products is due in full, without deduction or offset, after your receipt of the invoice. Any loss of Products caused by the action or inaction of the Customer will not suspend your obligation to pay for the Products, and you shall remain liable for all applicable charges. If the entire amount of payment due is not received by Digital Bridge Mining, Digital Bridge Mining may suspend and/or terminate the Order. In the event legal action is necessary to collect on balances due, you agree to reimburse Digital Bridge Mining for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. You will be charged a fee for any check or other instrument (including credit card charge backs) tendered by you and returned unpaid by a financial institution for any reason.
Product Restrictions. You agree that the following terms and restrictions apply to the Products:
(i) Customer agrees that it assumes all responsibility for the installation and set-up of the Products and that Digital Bridge Mining is not required to assist with, and bears no responsibility as to, the installation and set-up of the Product,
(ii) Digital Bridge Mining does not provide and is not responsible for Customer equipment and software used by Customer in connection with use of the Products (unless otherwise noted). You are responsible for all such equipment, software and any data thereon without responsibility or liability of Digital Bridge Mining,
(iii) You are responsible for the following charges (to the extent applicable): all city, state, and federal taxes and other required charges on the Products provided, and any third-party fees that may apply to said Products; the cost for installation of any additional equipment or Products; the cost of any other work for which there is a fee; and the replacement cost of all Products parts or equipment that may be damaged, lost, or stolen while in your possession or during shipping,
(iv) You acknowledge and understand that certain Products will not function in the event of an Internet Protocol (“IP”) network interruption, and
(v) Digital Bridge Mining reserves the right to furnish the Products through affiliated companies, underlying providers and other third parties, in Digital Bridge Mining’s discretion.
Shipping. The Products will be delivered within a reasonable time after the date of an order, subject to availability of finished Products. Digital Bridge Mining shall not be liable for any delays, loss or damage in transit. Digital Bridge Mining will use standard methods for packaging and shipping Products. All prices for shipping are EXW, Incoterms® 2020. If for any reason Customer fails to accept delivery of any of the Products, or if Digital Bridge Mining is unable to deliver the Products because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Products shall pass to Customer; (ii) the Products shall be deemed to have been delivered; and (iii) Digital Bridge Mining, at its option, may store the Products until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
Credit Card and Payment Authorization. You may be asked to provide us with a valid email address and a credit card number from a card issuer that we accept in order to purchase your Products. You hereby authorize Digital Bridge Mining to charge and/or place a hold on your credit card with respect to any unpaid charges related to the Products. You authorize the issuer of the credit card to pay any amounts described herein without requiring a signed receipt, and you agree that these Terms are to be accepted as authorization to the issuer of the credit card to pay all such amounts. You authorize Digital Bridge Mining and/or any other company who bills for products or Products or acts as billing agent for Digital Bridge Mining to continue to attempt to charge and/or place holds on your credit card with respect to all sums described herein, or any portion thereof, until such amounts are paid in full. You agree to provide Digital Bridge Mining with updated credit card information upon Digital Bridge Mining’s request and any time the information you previously provided is no longer valid. You are solely responsible for maintaining and updating the credit card information. Without limiting the applicability of any other provisions of these Terms, you acknowledge and agree that neither Digital Bridge Mining nor any Digital Bridge Mining affiliated company will have any liability whatsoever for any non- sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on, your credit card. If you mistakenly provide a debit card number, instead of a credit card number, you authorize all charges described herein to be applied to such debit card unless and until you provide a credit card number. In the event you authorize an automatic payment or electronic funds transfer, you agree that all sums described herein may be charged to the account number provided for such automatic payment or electronic funds transfer.
Equipment and Installation. You understand that, in order for you to use some of the Products, you must obtain proper equipment and installation as recommended by Digital Bridge Mining but that the limitations set forth in the Product Restrictions Section of these Terms apply. No Unlawful Use of Intellectual Property or the Website. All of Digital Bridge Mining’s intellectual property, is and will remain the exclusive property of Digital Bridge Mining. Digital Bridge Mining reserves all rights not expressly granted under these Terms. You are granted a non-exclusive, non-transferable, revocable license to access and use the Site available at: https://digitalbridgemining.io/, strictly in accordance with these Terms. As a condition of your use of the Products, you warrant to Digital Bridge Mining that you will not use the Site or any intellectual property of Digital Bridge Mining for any purpose that is unlawful or prohibited by these Terms. All content included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site (“Content”), is the property of Digital Bridge Mining or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such Content and will not make any changes thereto. Your use of the Site does not entitle you to make any unauthorized use of any protected Content, and in particular you will not delete or alter any proprietary rights or attribution notices in any Content. You will use
Content solely for your personal use and will make no other use of the Content without the express written permission of Digital Bridge Mining and, if applicable, the copyright owner. You agree that you do not acquire any ownership rights in any Content.
Third Party Accounts. You acknowledge that you will be able to connect your Digital Bridge Mining account to certain third party accounts. By connecting your Digital Bridge Mining account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
International Users. The Products are controlled, operated and administered by Digital Bridge Mining from our offices within the USA. If you access or use the Products from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Products or any Digital Bridge Mining content accessed through https://digitalbridgemining.io/ in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Export Restrictions. You agree to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the export and import of the Products. Pass Through Warranty. Manufacturer warranties, and not any warranty from Digital
Bridge Mining, may apply to the Products. In such cases, Digital Bridge Mining will use reasonable efforts to pass through to Customer all manufacturer-supplied end-user warranties on all Products provided to Customer pursuant to these Terms. Software provided with any Products is subject to agreement and compliance with any software license terms and timely payment by Customer of all applicable license fees. For clarity, Digital Bridge Mining does not offer any warranties related or additional to any manufacturer warranty, and Digital Bridge Mining is not obligated to honor or support any such manufacturer warranty. Digital Bridge Mining’s sole obligation as relates to a manufacturer warranty is to make such manufacturer warranties available to Customer when it has knowledge of such a warranty and if it is reasonably able to pass such warranty through to the Customer.
Force Majeure. You are responsible for back-up, surge protection and protection from liability or damage of your premises or equipment as relates to the Products. Digital Bridge Mining has no liability or responsibility due in whole or in part to any Force Majeure Event. A Force Majeure Event is any event, occurrence or condition arising or continuing due to factors beyond Digital Bridge Mining’s reasonable control including, but not limited to catastrophic storms or floods, lightning, earthquakes and other acts of God, wars, civil disturbances, revolts, insurrections, terrorist activity, sabotage, interruption of electrical service, disasters, fires, explosions, or actions of a third party or government authority that were not requested, promoted or caused by Digital Bridge Mining.
Limited Warranty. Digital Bridge Mining will use reasonable efforts to provide Products in accordance with prevailing industry standards. DIGITAL BRIDGE MINING MAKES NO OTHER WARRANTIES CONCERNING THE PRODUCTS OR ANY EQUIPMENT PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ANY WARRANTIES REGARDING THE DESIGN, CONDITIONS OF, OR QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY PRODUCTS OR EQUIPMENT. IN NO EVENT WILL DIGITAL BRIDGE MINING BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS, OR LOSS OF PROFITS, ARISING IN ANY MANNER FROM THESE TERMS AND THE PERFORMANCE OR NONPERFORMANCE OF DIGITAL BRIDGE MINING’S OBLIGATIONS HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF DIGITAL BRIDGE MINING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE REMEDY RELATED TO ANY
DEFECT OR FAILURE OF THE PRODUCTS IS LIMITED TO A REFUND OF THE PRO RATED PORTION OF THE CHARGES FOR THE AFFECTED PRODUCTS UP TO AN AGGREGATE MAXIMUM OF THE INITIAL VALUE OF THE PRODUCT.
Limitations on Use. You acknowledge that the Products are provided for your personal use and not for resale or assignment. No Products may be transferred to another location or shared with another person who is not bound by these Terms. If Digital Bridge Mining determines, in its sole discretion, that you are reselling or transferring Products or that you are using Products in an improper manner or other manner that causes harm or damage to Digital Bridge Mining, Digital Bridge Mining reserves the right, without advance notice, to seek all equitable, injunctive or declaratory relief to enforce any of its rights hereunder.
Indemnification. You agree to indemnify and hold Digital Bridge Mining and its subsidiaries, affiliates, directors, officers, agents and employees harmless from any claim, demand, action, citation, loss (including loss of profits or revenue), liability, damage, fine, penalty, legal proceeding or expense (including reasonable attorneys’ fees), including, but not limited to, those arising out of or resulting from the death or bodily injury of any person, or the damage, loss or destruction of any real or tangible personal property, made by any party against Digital Bridge Mining, its subsidiaries, affiliates, directors, officers, agents, and employees arising out of or related to your use of or inability to use the Products, the provisioning or alleged failure to provision the Products, a violation of any provision of these Terms, or your violation of any rights of another, including, but not limited to, any intellectual property rights.
Disputes. Any claim, dispute or controversy arising out of or relating to these Terms or the relationship among the parties hereto (a “Claim”), which cannot be resolved by negotiation, shall be resolved by one arbitrator through final and binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Consumer Rules in effect at the time the Claim is filed (“AAA Rules”). The arbitrator’s decision shall be final, binding and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction or application may be made for judicial acceptance of the award and an order of enforcement. The arbitrator, and not
any federal, state, or local court, shall have exclusive authority to resolve the Claim, including any claim that all or any part of these Terms (including this Arbitration provision, but excluding the Section titled “Class Actions” below) is void or voidable. The arbitration proceedings shall be held in Travis County, Texas and shall be subject to the terms of these Terms, the intentions of the parties as stated herein and the
governing law of these Terms. No arbitration will be combined with another without the prior written consent of Digital Bridge Mining. If Digital Bridge Mining prevails before the arbitrator and shows that you acted in bad faith in bringing a Claim, then Digital Bridge Mining may seek to recover the AAA fees and expenses from you, and you agree that the arbitrator shall be required to award such AAA fees and expenses. You and Digital Bridge Mining agree that any Claim arising out of or related to these Terms or the Products must commence within one (1) year of the Claim arising; otherwise, the underlying cause of action shall be permanently barred.
Class Actions. You hereby expressly agree that any Claim brought by you must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple party or similar proceeding (each a “Class Action”). You expressly waive any ability to maintain a Class Action in any forum. An arbitrator shall not have authority to combine or aggregate similar Claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Miscellaneous. You acknowledge and agree that these Terms, together with all other terms and conditions incorporated herein, constitute the entire agreement of the parties for the provision and use of the Products and the complete and exclusive statement of the terms agreed upon, all prior agreements and understandings being merged herein. Neither these Terms nor any interest herein of Customer may be assigned, sublet, or in any manner transferred by Customer without the prior, written consent of Digital Bridge Mining, which consent may be withheld in Digital Bridge Mining’s sole discretion. Any attempted assignment or transfer in contravention of the preceding sentence shall be void. A waiver by Digital Bridge Mining of any terms herein shall not be construed as a waiver of any subsequent breach of this Terms.
This Terms shall be governed by the laws of the State of Texas without regard to its conflicts of law principles, and venue shall be proper only in Travis County, Texas. No amendments or modifications to this Terms shall be effective or binding against Digital Bridge Mining unless expressly agreed to in writing by an authorized representative of Digital Bridge Mining.
Any business communications in connection with these Terms may be provided by email. However, any legal notices relating to these Terms must be provided in writing and sent to Digital Bridge Mining at the address set out in the applicable Order or any address later provided by Digital Bridge Mining. All notices will be sent by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.
These Terms are entered into solely between, and may be enforced only by, Digital Bridge Mining and Customer. These Terms will not be deemed to create any third party rights or obligations thereto.
Each party to these Terms will be acting as an independent contractor, and nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between Digital Bridge Mining and Customer.
Savings Clause. In the event that any one or more of the provisions contained in these Terms shall be held to be invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that they are invalid, illegal or unenforceable, and the remainder of these Terms shall continue in full force and effect. Any invalid, illegal or unenforceable provisions shall be reformed and modified so that they express the original intent of the parties hereto as closely as reasonably practicable without being invalid, illegal or unenforceable.
Digital Bridge Mining Hardware Purchase Agreement
This Digital Bridge Mining Hardware Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your purchase of Mining Hardware (as defined below) through Digital Bridge Mining LLC and is an agreement between Digital Bridge Mining Mining LLC (“Digital
Bridge Mining,” “DBM,” “we,” “us,” or “our”) and the customer identified on the signature page (“Customer,” “you,” or “your”). This Agreement takes effect when you sign this Agreement (the “Effective Date”). Customer represents to Digital Bridge Mining that Customer is lawfully able to enter into contracts (e.g., Customer is not a minor). If Customer is entering into this Agreement for an entity, Customer represents to Digital Bridge Mining that Customer has legal authority to bind that entity. Please see Section 9 for definitions of certain capitalized terms used in this Agreement.
1. SALE OF HARDWARE
1.1 Order of Hardware. The Customer shall place an Order through a DBM representative, DBM’s website, or through other methods accepted by Digital Bridge Mining, and such Order shall constitute an irrevocable offer to purchase specific Hardware from either Digital Bridge Mining or a Third-Party Seller as such Hardware and seller is specified in the Purchase Order. Each Purchase Order shall be subject to the terms of this Agreement, which will be incorporated therein by reference. In the event of any conflict between the express terms of a Purchase Order and the terms of this Agreement, the express terms of the Purchase Order shall prevail with respect to that Purchase Order only. The unit hashrate is estimated, the final unit hashrate may be changed according to manufacturer production.
1.2. Payment and Delivery. The Customer shall make payment in accordance with the terms specified in Section 2. Digital Bridge Mining shall also provide for the delivery to the Delivery Point.
1.3. No Refunds, Returns or Exchanges. The Customer acknowledges and confirms that the Purchase Order is irrevocable and cannot be canceled by the Customer, and that the product(s) and Hardware ordered from Digital Bridge Mining are not returnable, refundable or exchangeable. All sums paid by the Customer to Digital Bridge Mining shall not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason. Down payment and payment of the total Purchase Price are not refundable, except only as expressly set forth in Section 6.1 hereof. Refund requests based on shipment delay WILL NOT be accepted if delay is caused by the manufacturer or any third party, including but not limited to the carrier, customs, or import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of the Hardware for any reason whatsoever. Unless separately agreed to between the parties, Digital Bridge Mining will not facilitate private sales of Hardware.
1.4 Discontinuance. Customer agrees and acknowledges the availability of the Hardware is subject to the discretion of the applicable manufacturer, and that said manufacturer may modify or discontinue the Hardware at any time. Customer further agrees and acknowledges that Digital Bridge Mining shall have no liability for any unavailability of, modifications to, or discontinuation of the Hardware by the applicable manufacturer or Digital Bridge Mining’ supplier.
2. PAYMENT TERMS AND TAXES
2.1 Purchase Price. The Purchase Price for the Hardware is as reflected in the Purchase Order. Unless otherwise set forth in the Purchase Order, the Customer must pay the entire balance of the Purchase Price prior to the Hardware transferring title to the Customer. If the manufacturer of the Hardware issues any coupons for the Hardware, Digital Bridge Mining will pass coupons directly onto the Customer by applying any discount from the coupon to Purchase Price. Unless otherwise set forth on a Purchase Order, the price for the Hardware excludes all packaging costs, transportation costs, freight, insurance, or any required federal, state, or local sales or other taxes (except for taxes based on Digital Bridge Mining’ net income), duties, export or custom charges, VAT charges, brokerage, or other fees, for which Customer shall be fully responsible.
2.2 Payment. Customer shall pay the Purchase Price in U.S. Dollars (USD) or Tether coins (USDT) during the checkout process or according to the Purchase Order. Digital Bridge Mining is under no obligation to reserve the Hardware for the Customer and will be able to freely sell the Hardware to another party until full payment is received according to the Purchase Order. If Digital Bridge Mining is unable to deliver the Hardware for any reason, Digital Bridge Mining will return the entire Purchase Price allocable to such Hardware not delivered to Customer. Under no circumstance will any billing error affect the Customer’s obligation to pay the Purchase Price to Digital Bridge Mining. Customer expressly authorizes to place and, upon payment in full of the Purchase Price, pay for such order. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, CUSTOMER ACKNOWLEDGES THAT DIGITAL BRIDGE MINING IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. Customer hereby grants to Digital Bridge Mining a purchase money security interest in all Hardware and all inventory of the Customer acquired from Digital Bridge Mining or hereafter acquired from Digital Bridge Mining, as well as the proceeds and product from the sale of such Hardware and inventory, as security for Customer’s obligations hereunder until Digital Bridge Mining receives payment of the full Purchase Price, plus any applicable fees.
3. DELIVERY
3.1 Shipment. Shipment shall be delivered duties paid (“DDP”). Customer agrees that the Delivery Date is an estimate only and may be changed. Digital Bridge Mining will use commercially reasonable efforts to cause the Hardware to be shipped in accordance with the Delivery Dates. However, Digital Bridge Mining shall not be liable for failure to ship the Hardware as estimated. Digital Bridge Mining shall not be responsible for any delivery delay caused by the Customer, Manufacturer, or any third party, including but not limited to a carrier, supplier, customs or import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, or otherwise, for any failure, delay or error in delivery of the Hardware for any reason whatsoever.
3.2 Delivery Point. Hardware purchased through Digital Bridge Mining, if designated by Customer, may be delivered to a Hosting Facility operated by Digital Bridge Mining for provision of Hosting Services, Digital Bridge Mining’ agents, a third party for hosting, or to the address specified by the Customer during the checkout process. DBM takes no responsibility to Customer in the event Customer provides the wrong shipping address.
3.3 Cancellation or Modification. Customer may not modify, terminate, cancel, or otherwise alter Purchaser Orders, or defer shipment, after acceptance of the Purchase Order from Digital Bridge Mining without the written consent of Digital Bridge Mining, which may be withheld or conditioned in Digital Bridge Mining’ sole discretion.
4. TERM AND TERMINATION
4.1 Term. This Agreement will be effective upon the Customer’s full payment.
4.2 Termination. This Agreement shall remain effective up to and until the delivery of the last Hardware and Customer’s final payment of all fees, costs and expenses as required hereunder.
5. REPRESENTATIONS AND WARRANTIES
5.1 Authority and Capacity. Each party represents, warrants, and covenants that (i) it has full legal capacity, right, power and authority to execute and packaging costs, transportation costs, freight, insurance, or any required federal, state, or local sales or other taxes (except for taxes based on Digital Bridge Mining’ net income), duties, export or custom charges, VAT charges, brokerage, or other fees, for which Customer shall be fully responsible. Each Party certifies, represents and warrants that: (a) it is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or any other banned or blocked person, entity, nation or transaction pursuant to any Law that is enforced or administered by the OFAC; and (b) it is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this transaction, directly or indirectly on behalf of, any such person, group, entity or nation. Each Party hereby agrees to defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification.
5.2 Payment. Customer shall pay the Purchase Price in U.S. Dollars (USD) or Tether coins (USDT) during the checkout process or according to the Purchase Order. Digital Bridge Mining is under no obligation to reserve the Hardware for the Customer and will be able to freely sell the Hardware to another party until full payment is received according to the Purchase Order. If Digital Bridge Mining is unable to deliver the Hardware for any reason, Digital Bridge Mining will return the entire Purchase Price allocable to such Hardware not delivered to Customer. Under no circumstance will any billing error affect the Customer’s obligation to pay the Purchase Price to Digital Bridge Mining. Customer expressly authorizes to place and, upon payment in full of the Purchase Price, pay for such order. EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, CUSTOMER ACKNOWLEDGES THAT DIGITAL BRIDGE MINING IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON. Customer hereby grants to Digital Bridge Mining a purchase money security interest in all Hardware and all inventory of the Customer acquired from Digital Bridge Mining or hereafter acquired from Digital Bridge Mining, as well as the proceeds and product from the sale of such Hardware and inventory, as security for Customer’s obligations hereunder until Digital Bridge Mining receives payment of the full Purchase Price, plus any applicable fees.
5.3. Purchaser is Mining as a Business. Customer represents adn warrants that it is operating as a business in the bitcoin mining industry. As such, the Customer, at its option, intends to resell the equipment it is purchasing at a future date.
6. LIMITATIONS OF LIABILITY
6.1Force Majeure. Digital Bridge Mining shall not be liable (beyond return of the entire Purchase Price pursuant to this Section 6.1) for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by any Force Majeure Event. The time for performance shall be extended for a period equivalent to the delay resulting from the Force Majeure Event. If, by reason of a Force Majeure Event, Digital Bridge Mining’ supply of Hardware shall be insufficient to meet all requirements, including its own, Digital Bridge Mining shall have the right, at its option, and without liability, to allocate its available supply of Hardware among its present and future customers in such a manner as Digital Bridge Mining deems equitable so long as Customer receives a return of a portion of the Purchase Price for any Hardware not delivered as a result of such allocation. If by reason of a Force Majeure Event, the cost of Hardware exceeds the Purchase Price, Digital Bridge Mining shall have the right, at its option, to terminate such transaction without liability to Customer; provided that upon termination pursuant to this Section.
6.1, Digital Bridge Mining shall refund the entire Purchase Price to Customer for any Hardware not delivered. Notwithstanding the foregoing, a Force Majeure Event shall not provide means to delay any payment of the Purchase Price by Customer.
6.2 WARRANTY DISCLAIMER. Digital Bridge Mining represents and warrants that (i) the Hardware shall be in good working order when the same is delivered to the Customer and (ii) Digital Bridge Mining and/or the seller of the Hardware is able to deliver good and marketable title to the Hardware to the Customer. Except as provided above, Customer hereby acknowledges and agrees that Digital Bridge Mining makes no additional representation or warranty with respect to the condition of the Hardware. THE HARDWARE IS SOLD “AS IS” AND “WITH ALL FAULTS” AND DIGITAL BRIDGE MINING EXPRESSLY DISCLAIMS ALL AND MAKES NO WARRANTIES WITH RESPECT TO ANY HARDWARE AND/OR SERVICES PROVIDED HEREUNDER, EXCEPT AS PROVIDED HEREIN, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE HARDWARE DOES NOT GUARANTEE ANY CRYPTOCURRENCY MINING TIME, AND DIGITAL BRIDGE MINING SHALL NOT BE LIABLE TO CUSTOMER FOR ANY CRYPTOCURRENCY MINING TIME LOSS OR MINING REVENUE LOSS THAT MAY BE CAUSED BY DOWNTIME OF ANY PART OR COMPONENT OF THE HARDWARE. DIGITAL BRIDGE MINING DOES NOT WARRANT THAT THE HARDWARE WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS OR THAT THE HARDWARE WILL BE UNINTERRUPTED, OR ERROR FREE.
6.3 Limitation of Liability. NEITHER PARTY WILL HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL, MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL DIGITAL BRIDGE MINING’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE PAYMENTS ACTUALLY RECEIVED BY DIGITAL BRIDGE MINING FROM CUSTOMER FOR THE APPLICABLE HARDWARE FROM, OR IN RELATION TO, WHICH THE LIABILITY AROSE.
6.4 Inspections and Returns. The Hardware may be covered under warranty by the Manufacturer. The Customer shall return or undergo the warranty process with the Manufacturer at Customer’s sole expense, and follow such Manufacturer’s return/replacement/repair policy with respect to any such defective Hardware. Customer acknowledges and agrees that, in the event Customer seeks any type of refund, replacement, and/or repair, Customer shall seek such refund, replacement, and/or repair directly from the Manufacturer. Digital Bridge Mining shall not be under any obligation to replace/return the defective Hardware or deal with Manufacturer with respect to any such defective Hardware.
6.5 Indemnification by Digital Bridge Mining. Digital Bridge Mining covenants and agrees to indemnify and hold harmless Customer from any and all costs, expenses, losses, damages and liabilities incurred or suffered, directly or indirectly, by Customer (including, without limitation, reasonable legal fees and costs) resulting from any third party claim alleging a breach of, or misstatement in, any one or more of the representations and warranties of Digital Bridge Mining made in or pursuant to this Agreement.
6.6 Idemnification by Customer. Customer covenants and agrees to indemnify and hold harmless Digital Bridge Mining and its officers, directors, stockholders, employees, agents, representatives and each of their successors and assigns (each a “Digital Bridge Mining Indemnified Party”) from any and all damages, suits, claims, judgments, liabilities, losses, fees, costs, or expenses of any kind, including legal fees, incurred or suffered, directly or indirectly, by any Digital Bridge Mining Indemnified Party whatsoever arising out of, attributable to or incidental to (a) a breach of, or misstatement in, any one or more of the representations, warranties, obligations or covenants of Customer made in or pursuant to this Agreement; (b) the failure by Customer to pay any and all costs, taxes, customs, duties, tariffs, and the like arising from the transactions set forth in this the Agreement, (c) any act or omission of the Customer, (d) ownership, operation or use of the Hardware , (e) Digital Bridge Mining’ violation of the Agreements with the financing party and/or hosting facility, (f) Customer’s entering into this Agreement, (g) the negligence or intentional misconduct of Customer, or any of its agents, in connection with this Agreement, the Hosting Services Agreement or any agreement entered into by Digital Bridge Mining in connection herewith or therewith, and (h) any conduct, activity, or action by Customer or any person or entity acting on its behalf, or at its request, which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity.
7. CONFIDENTIALITY
7.1 General. Each party acknowledges that it and its employees or agents may, in the course of performing its responsibilities under this Agreement, be exposed to or acquire information which is Confidential Information of the other party. Neither party may use, disclose, or copy any Confidential Information except to the limited extent necessary to perform its obligations under this Agreement and will not disclose any Confidential Information to any person or entity other than to those persons who have a need to know the Confidential Information or as otherwise expressly permitted by this Agreement. Each party shall use the same measures that it uses to protect its own most confidential and proprietary information to protect the Confidential Information, but in no event less than commercially reasonable measures.
7.2 Return of Confidential Information. Upon termination or expiration of this Agreement, or at any other time at the request of the other party, each party shall return to the other party, or destroy and delete, as applicable, all Confidential Information and any copies thereof in its possession or control.
7.3 Privacy. Digital Bridge Mining warrants and represents that, Digital Bridge Mining shall comply with all applicable privacy laws throughout the Term, and will take all reasonable steps within Digital Bridge Mining’ power to ensure that Digital Bridge Mining’ employees, contractors and other customers comply with all applicable privacy laws.
7.4 Digital Bridge Mining Proprietary Information. Except for the rights expressly granted herein, all rights, titles, and interests to any and all customer relationships, proprietary rights and intellectual property rights in Digital Bridge Mining’ data will remain with and be the exclusive property of Digital Bridge Mining.
7.5 Government Inquiries and Investigations. Digital Bridge Mining may cooperate with any government or legal investigation regarding any aspect of the Hardware purchased herein or any Hosting Services provided to Customer, which may include producing identifying information of Customer.
8. DISPUTES
8.1 Mediation and Binding Arbitration. To the fullest extent permitted by law, the parties hereto (the “Parties”) agree to waive their rights to seek remedies in court, including but not limited to rights to a trial by jury. The Parties agree that any dispute between or among them or their subsidiaries, affiliates or related entities arising out of, relating to or in connection with this Agreement, will be resolved in accordance with a confidential two-step dispute resolution procedure involving: (1) non-binding mediation, and (2) binding arbitration under the Federal Arbitration Act, 9 U.S.C. § 1, et seq., or state law, whichever is applicable. Any such mediation or arbitration hereunder will be under the auspices of the American Arbitration Association (“AAA”) pursuant to its then current Commercial Arbitration Rules and Mediation Procedures (the “AAA Commercial Rules”). No arbitration will be initiated or take place with respect to a given dispute if the Parties have successfully achieved a mutually agreed to resolution of the dispute as a result of the mediation. The arbitration (if the dispute is not resolved by mediation) will be conducted by a single AAA arbitrator, mutually selected by the Parties, as provided for by the AAA Commercial Rules. The Parties agree that the arbitrator will apply the substantive law of the State of Delaware to all state law claims and federal law to any federal law claims, that discovery will be conducted in accordance with the AAA Commercial Rules or as otherwise permitted by law as determined by the arbitrator. In accordance with the AAA Commercial Rules (a copy of which is available through AAA’s website, www.adr.org), the arbitrator’s award will consist of a written statement as to the disposition of each claim and the relief, if any, awarded on each claim. The Parties understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is limited under state and federal law. Any award rendered by the arbitrator will be final and binding, and judgment may be entered on it in any court of competent jurisdiction. Nothing contained herein will restrict either party from seeking temporary injunctive relief in a court of law. In the unlikely event the AAA refuses to accept jurisdiction over a dispute, the Parties agree to submit to Judicial-Arbitration-Mediation Services (“JAMS”) mediation and arbitration applying the JAMS equivalent of the AAA Commercial Rules. If AAA and JAMS refuse to accept jurisdiction, the Parties may litigate in a court of competent jurisdiction.
8.2 Class Action Waiver. Any dispute-resolution proceeding must be brought in the Parties individual capacities, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. Unless the Parties later otherwise agree, the arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Parties understand that they would have had a right to litigate through a court, to have a judge or jury decide their case, and to be party to a class or representative action; however, the Parties understand that they are foregoing these rights and electing to have any dispute decided individually, through arbitration.
9. DEFINITIONS
9.1 “Business Day” means any day other than Saturday, Sunday, or U.S. federal holiday.
9.2 “Confidential Information” refers to confidential or proprietary information of a party including, without limitation, business plans, strategies, forecasts and projections and information about business structures, operations, systems, finances, assets, investments,
investment strategies, software and other technology systems, and personnel, customers and suppliers. Confidential Information does not include if it (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.
9.3 “Delivery Date” refers to the date at which the Hardware is scheduled to be delivered to the Customer or the hosting location that the Customer instructs Digital Bridge Mining to arrange the Hardware to be shipped.
9.4 “Force Majeure Event” means a failure by the other party to perform any of its obligations under this Agreement, if such failure is caused by events or circumstances beyond its reasonable control, including, without limitation, acts of God, war, labor strike, mechanical breakdown (including technological or information systems), plant shutdown, unavailability of or interference with necessary transportation, any raw material or power shortage, terrorist act, accident, fire, flood, earthquake, landslide, hurricane, typhoon, tsunami, volcanic eruption, inclement weather, health pandemic or epidemic, national, local or regional emergency, any law, order, regulation, seizure or other action of any governing authority or agency. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.
9.5 “Hardware” refers to the cryptocurrency mining hardware belonging to the Customer and specified in the Order Summary Page.
9.6 “Hosting Facility” or “Hosting Partner” means a data center owned, leased, operated or reserved by Digital Bridge Mining or Digital Bridge Mining partners or vendors. 9.7 “Hosting Service” refers to services provided to Customer, if selected, by Digital Bridge Mining to arrange shelf and/or rack space, sufficient electrical capacity at the required voltage and wattage, provision of electricity, monitoring and services of Hardware to achieve the Service Level (i.e., standard fixes, basic repairs or Hardware resets), and support from Digital Bridge Mining
SupportTeam.
9.8 “Losses” means all damages, judgments, liabilities, losses and expenses, including without limitation, attorney’s fees.
9.9 “Manufacturer” means the party that created the Equipment as reflected in the Purchase Order.
9.10 “Purchase Order`"` means a written purchase order issued by Digital Bridge Mining to the Customer for the Customer Hardware.
9.11 “Purchase Price” means the total purchase price for the Hardware as reflected in the Purchase Order, including purchase price, import duties, tariffs, duties, shipping and insurance costs.
10. GENERAL PROVISIONS
10.1 Captions and Section Headings. Captions and section headings are for convenience only, are not a part of this Agreement and may not be used in construing it.
10.2 Consent to Electronic Business. Because Digital Bridge Mining operates online, it is necessary for Customer to consent to transact business with Digital Bridge Mining online and electronically. As part of doing business with Digital Bridge Mining, therefore, we also need Customer to consent to our giving you certain disclosures electronically, either via the Digital Bridge Mining website or to the email address you provide to us. By entering into this Agreement, Customer consents to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to Customer’s or Digital Bridge Mining’ rights, obligations, or services under this Agreement (each, a “Disclosure”). You will keep us informed of any change in your email or home address so that you can continue to receive all Disclosures in a timely fashion. If Customer’s registered email address changes, you must notify us immediately of the change. Customer also agrees to update your registered residence address and contact information on the Digital Bridge Mining website if they change. Customer’s decision to do business with Digital Bridge Mining electronically is made completely voluntarily.
10.3 Entire Agreement. This Agreement, including any Purchase Order(s) certificate, schedule, exhibit or other document delivered pursuant to its terms, constitutes the entire agreement between the parties and supersedes any other agreement, whether oral or written, with respect to the subject matter hereof. There are no verbal agreements, representations, warranties, undertakings or agreements between the parties, and this Agreement may not be amended or modified in any respect, except by a written instrument signed by the parties to this Agreement. ANY WARRANTIES, TERMS, AND/OR CONDITIONS IN ANY PURCHASE AGREEMENTS, INVOICES, CREDIT APPLICATIONS, PURCHASE ORDERS, AND THE LIKE, OR ANY OTHER DOCUMENTS BETWEEN DIGITAL BRIDGE MINING AND CUSTOMER THAT CONFLICT WITH THE TERMS AND CONDITIONS SET FORTH HEREIN ARE GOVERNED BY THE TERMS HEREIN. Digital Bridge Mining may at any time revise the terms of this Agreement by updating these terms and by providing notice to Customer of that change.
10.4 Governing Law. This Agreement and all claims arising out of or related to this Agreement are governed by and construed in accordance with the laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Wyoming. Subject to Section 8, the jurisdiction and venue is exclusively to the courts within the State of Wyoming and Customer= irrevocably waives any objection to such jurisdiction and venue.
10.5 Injunctive Relief. The parties acknowledge that the Confidentiality provision of this Agreement is reasonable in scope and duration and are not unduly restrictive. Customer further acknowledge that a breach of any of confidentiality obligation of this Agreement will render irreparable harm to Digital Bridge Mining, and that a remedy at law for breach of the Agreement is inadequate, and that Digital Bridge Mining shall therefore be entitled to seek any and all equitable relief, including, but not limited to, temporary and permanent injunctive relief, without the necessity of posting a bond, and to any other remedy that may be available under any applicable law or agreement between the parties. Customer acknowledges and agrees that an award of damages to Digital Bridge Mining does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies.
10.6 No Assignment. Customer will not assign or otherwise transfer this Agreement or any of the Customer’s rights and obligations under this Agreement, without the prior written consent of Digital Bridge Mining, which may be unreasonably withheld. Any assignment or transfer in violation of this Section will be void. Digital Bridge Mining may assign this Agreement without the Customer’s consent and effective upon such assignment, the assignee is deemed substituted for Digital Bridge Mining as a party to this Agreement and Digital Bridge Mining is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The Customer may not merge this Agreement with any other agreements with Digital Bridge Mining it may be party to.
10.7 Consent to Electronic Business. Because Digital Bridge Mining operates online, it is necessary for Customer to consent to transact business with Digital Bridge Mining online and electronically. As part of doing business with Digital Bridge Mining, therefore, we also need Customer to consent to our giving you certain disclosures electronically, either via the Digital Bridge Mining website, platform or to the email address you provide to us. By entering into this Agreement, Customer consents to receive electronically all documents, communications,
notices, contracts, and agreements arising from or relating in any way to Customer’s or Digital Bridge Mining’ rights, obligations, or services under this Agreement (each, a “Disclosure”). You will keep us informed of any change in your email or home address so that you can continue to receive all Disclosures in a timely fashion. If Customer’s registered email address changes, you must notify us immediately of the change. Customer also agrees to update your registered residence address and contact information on the Digital Bridge Mining website if they change. Customer’s decision to do business with Digital Bridge Mining electronically is made completely
voluntarily.
10.8 Notice. All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement, (i) when personally delivered, (ii) upon receipt of a telephoni facsimile transmission with a confirmed telephonic transmission answer back, (iii) three (3) days after having been deposited in the United States mail, certified or registered, return receipt requested, postage prepaid, (iv) one (1) Business Day after having been dispatched by a nationally recognized overnight courier service, or (v) on the date transmitted if by email, addressed to the parties or their permitted assigns at such address or number as is given in writing by either party to the other.
10.9 Relationship of the Parties. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties. Neither party has the power or authority as agent, employee or in any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever without the other’s prior written consent.
10.10 Survival. Any provision of this Agreement, which, by its nature, would survive termination or expiration of this Agreement, will survive any such termination or expiration, including, without limitation, the following sections: Payment Terms and Taxes (Section 2), Representations and Warranties (Section 5), Limitations of Liability (Section 6), Confidentiality (Section 7), Disputes (Section 8), General Provisions (Section 10).
10.11 Waivers. Any failure by any of the parties to comply with any of the obligations, agreements or conditions set forth in this Agreement may be waived by the other party or parties, but any such waiver will not be deemed a waiver of any other obligation, agreement or condition contained herein.
10.12 Liquidated Damages Not Penalty. It is expressly agreed that any liquidated damages payable under this Agreement do not constitute a penalty and that the Parties, having negotiated in good faith for such specific liquidated damages and having agreed that the amount of such liquidated damages is reasonable in light of the anticipated harm caused by the breach related thereto and the difficulties of proof of loss and inconvenience or non-feasibility of obtaining any adequate remedy, are estopped from contesting the validity or enforceability of such liquidated damages.
10.13 No Restrictions Against Digital Bridge Mining. Customer hereby acknowledges and agrees that Digital Bridge Mining may sell any inventory, equipment, machinery, or other products, not specified in Purchase Order hereto to any party pursuant to any terms and conditions agreed to by Digital Bridge Mining and nothing in this Agreement shall restrict Customer from the same.
10.14 Counterparts. This Agreement may be executed in any manner of counterparts, all of which shall constitute in any number of counterparts, all of which shall constitute one and the same instrument, and any Party hereto may execute this Agreement, by signing and delivering one or more counterparts. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.