This Training Service Agreement (the "Agreement") is a legal agreement between You (either an individual, a legal entity or any affiliated companies or other entities,) and BITMAIN Technologies Limited ("BITMAIN") under which BITMAIN is providing training services to You in relation to cryptocurrency mining hardware and other equipment repair and maintenance. (" Training Services ").
- SCOPE OF THE TRAINING SERVICES
The scope of the Training Services is subject to your application (the“Application”) for the training courses (the “Training Courses”) on BITMAIN’s official Website.
The cost of Training Services and payment terms are subject to your Application.
- YOUR RESPONSIBILITY
You should read, understand and accept the terms stipulated in the Maintenance Training Guide (the “Guide”) on BITMAIN’s website before applying for Training Courses.
It is your responsibility to ensure that your designated participants will follow the terms of this Agreement and the Guide. You shall be liable for the consequences and liabilities of your designated participants’ breach of this Agreement or the Guide.
You and your designated participants should comply with BITMAIN’s standards for appropriate behavior and other applicable laws, regulations, and standards during the Training Services.
You and your designated participants should comply with the instructions of BITMAIN’s employees, instructors, and agents. BITMAIN reserves the right to dismiss, without providing any refund, any participant from any instance of the Training Courses to maintain a productive training environment. In particular, you are not allowed to harass other participants or instructors, or to act inappropriately or disruptively.
You should ensure that you and your designated participants are in good health and have the prerequisites for the Training Services.
It is your responsibility to maintain insurance for yourself and your designated participants. BITMAIN, BITMAIN’s employees, instructors, and agents shall NOT be responsible for any accident or injury during the Training Services.
- REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
You will not take any action under this Agreement in a way that will be a breach of any anti-money laundering laws, any anti-corruption laws, and/or any counter-terrorist financing laws.
Your funds are from legitimate sources and such funds do not constitute proceeds of criminal conduct, or realizable property, or proceeds of terrorism financing or property of terrorist, within the meaning given in the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A) and the Terrorism (Suppression of Financing) Act (Chapter 325), respectively.
You and your designated participants are not the targets of economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, Singapore or Hong Kong (“Sanctions”), including by being listed on the Specially Designated Nationals and Blocked Persons (SDN) List maintained by OFAC or any other Sanctions list maintained by one of the foregoing governmental authorities, directly or indirectly owned or controlled by one or more SDNs or other Persons included on any other Sanctions list, or located, organized or a resident in a country or territory that is the target of Sanctions.
All information provided by you is and shall be true and correct, and the information does not contain and will not contain any statement that is false or misleading.
Notwithstanding anything to the contrary herein, BITMAIN retains the ownership of all copyright and other intellectual property rights in the Training Services and Training Materials, including but not limited to any documentation, data, material, knowledge, technical information and know-how provided to you.
“Confidential Information” means information belonging to or in the possession or control of BITMAIN, which is of a confidential, proprietary, or trade secret nature, including but not limited to all business information, technical information, intellectual property, Training Services, Training Materials, Exams, software, hardware, and other information related to BITMAIN's business, technology, products, customers, personnel or finances, that are not readily available to the general public. Confidential Information shall always remain the sole property of BITMAIN. You undertake and agree to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person.
You acknowledge that any disclosure, use or misappropriation of Confidential Information of BITMAIN in violation of this Agreement would cause BITMAIN irreparable harm for which there may be no adequate remedy at law. Accordingly, you agree that BITMAIN shall have the right to apply to any court of competent jurisdiction for injunctive relief and specific performance, without prejudice to any remedies available to it at law or in equity.
BITMAIN will take all necessary measures to prevent unauthorized access to or disclosure of your personal information. This personal information will not be disclosed unless required or authorized by law.
- NO GUARANTEE
BITMAIN makes no guarantee that the participant will pass the exam after attending the Training Courses. BITMAIN makes no guarantee as to any results to be attained by participating in the Training Services. BITMAIN will not provide any refund based on the fact that you or your designated participants have failed to meet the prerequisites for participating in the Training Services or failed to pass the Exam.
You shall indemnify, defend and hold harmless BITMAIN and its officers, agents, contractors, instructors and employees against any loss, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims based on an act or omission by you or your designated participants that constitute a violation of this Agreement.
Notwithstanding anything to the contrary herein, BITMAIN shall under no circumstances, be liable to you or your designated participants for any consequential loss, or loss of goodwill, business, anticipated profits, revenue, contract, or business opportunity arising out of or in connection with this Agreement, and you hereby waive any claim it may at any time have against BITMAIN in respect of any such damages. The foregoing limitation of liability shall apply whether in an action of law, including but not limited to contract, strict liability, negligence, willful misconduct or other tortious action, or an action in equity.
BITMAIN’s cumulative aggregate liability pursuant to this Agreement, whether arising from tort, breach of contract or any other cause of action shall be limited to and not exceed the amount of one hundred percent (100%) of the payment actually received by Bitmain from you for the Training Services.
BITMAIN reserves the right to cancel any participant’s registration if:
(a) the payment has not been received prior to the start date of the Training Services,
(b) the participant violates the provisions of this Agreement or the Guide.
This Agreement will terminate upon completion of the Training Services or upon cancellation in accordance with this Agreement. BITMAIN may cancel the Training Services if minimum enrollment requirements are not met, the instructors are unable to attend, there are technical difficulties, or for any other reason.
Termination of this Agreement shall be without prejudice to the rights and liabilities of the Parties accrued prior to or as a result of such termination, including those related to antecedent breaches. Termination of this Agreement for any cause or otherwise shall not release a Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue in respect of any act or omission prior to such termination.
BITMAIN may freely assign this Agreement in whole or in part to its affiliates or to any third party. You may not assign this Agreement in whole or in part without BITMAIN’s prior written consent.
Failure by either Party to enforce at any time any provision of this Agreement, or to exercise any election of options provided herein shall not constitute a waiver of such provision or option, nor affect the validity of this Agreement or any part hereof, or the right of the waiving Party to thereafter enforce each and every such provision or option.
This Agreement shall be solely governed by and construed in accordance with the laws of Hong Kong.
Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Center under the UNCITRAL Arbitration Rules in force when the notice of arbitration is submitted. The decision and awards of the arbitration shall be final and binding upon the parties hereto.
To the extent possible, if any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by a court, the provision shall apply with whatever deletion or modification is necessary so that such provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. The remaining provisions of this Agreement shall not be affected and shall remain in full force and effect.
To the extent that BITMAIN is fully or partially delayed, prevented or hindered by an event of Force Majeure from performing any obligation under this Agreement, subject to the exercise of reasonable diligence by BITMAIN, the failure to perform shall be excused by the occurrence of such event of Force Majeure. BITMAIN will use commercially reasonable effort to eliminate such event of Force Majeure and mitigate its effects.
- ENTIRE AGREEMENT AND AMENDMENT
This Agreement and the Guide constitutes the entire agreement of the Parties hereto and can only be amended with the written consent of both Parties or otherwise as mutually agreed by both Parties.