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Cudo Ventures Limited

User Terms and Conditions

Version dated: 26 April 2020

1. Introduction

1.1  PLEASE READ IN FULL these Terms and Condition of Service and Use of the www.cudoventures.com, www.cudodonate.com, www.cudopool.com, www.cudominer.com, www.cudogamer.com, www.cudocompute.com, www.eliovp.com and other white label websites (the Terms) carefully before using the services available on them which are provided by Cudo Ventures Limited (CVLweusour or our”).

1.2  Your access to and use of the Services is conditional upon your acceptance of, and compliance with, these Terms.

1.3  By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Services.

1.4 You agree that you will always use your CVL Account and the Services in compliance with these Terms, applicable law, and any other policies and standards provided to you by CVL.

1.5 In order to access and use the CVL services or register for a CVL Account you must be an individual at least 13 years old or validly existing business, organization or other legal entity in good standing under the laws of the country you are registered and able to enter into legally binding contracts.

1.6 CVL may make access to the CVL services or certain features of the CVL services Platform subject to certain requirements or conditions such as completing a verification process, know your customer information, meeting specific quality/eligibility requirements or performance scoring.

2. Definitions and Interpretation

2.1 The following definitions and rules of interpretation apply in this agreement.

Account: the personal account set up for Users who enter into these Terms with CVL and which is accessible via the Websites or the CVL App. The Account is used to track any Mining, Management or transactions you undertake in respect of your account and any other activity using the CVL Software in accordance with these Terms.

Affiliate Agreement: this CVL Affiliate Agreement is available at https://www.cudoventures.com/affiliate-terms-and-conditions/

Account Holder: A person who enters into these Terms to use the Service.

Affiliate(s): any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Airdrops: a distribution of Virtual Currency, usually for free, to a large number of Wallets. May be carried out for marketing or publicity reasons.

API: Application programming interface.

Block: A record that forms part of a Blockchain.

Blockchain: a generic term for a digitized, decentralized, public ledger of transactions used, in various forms, for all Virtual Currencies and an increasing range of additional applications. Originally developed as the accounting method for the Virtual Currency Bitcoin, Blockchains use what is known as distributed ledger technology (DLT) which records transactions across many computers so that the record, or block, cannot be altered retroactively without the alteration of all subsequent blocks and the consensus of the network.

Charity/Charities: Any charity or good cause that CVL permits to participate in its network in accordance with these Terms.

Charity Pool: A Mining Pool created for the purpose of raising funds for one or more Charities.

Commitment Level: The commitment level is the minimum number of devices or the minimum spend committed to for the period.

Commitment Period: The initial default commitment period detailed in section 10.

Computational Resource/s (CR) : is the processing power of a User’s Hardware to carry out computational tasks which is related to the hardware’s memory, storage, bandwidth, GPU and/or CPU resources.

Computational workloads: are any workloads which require computational resources.  This can include workloads such as video rendering, AI, video streaming, transcoding, data analytics, research, mining.

Computing Hardware: any hardware device used for Mining including, but not limited to, mobile phones, laptop computers, tablets, desktop computers, workstations, servers, ASICS, FPGAS, CPU’s, GPU’s, storage devices or any other devices capable of running the CVL Software.

Content: Has the meaning given to it in section 19.1.

Commitment Exclusivity: The account holder provides exclusivity to CVL to be the only and exclusive provider of the associated services for the commitment period.

Commitment Period Opton (CPO): commitment period option, which has the meaning given to it in section 10.

Customer Services: the contact details listed on the Websites or your Account.

CVL: Cudo Ventures Limited.

CVL App: the CVL smartphone mobile application where Users can access their Account.

CVL Charity Pool: A pool into which Donations can be made into in accordance with section 9.

CVL Pool: a Mining Pool set up by CVL for the benefit of participating Users as further described in section 6 (CVL Pools).

CVL Portal: an online area on a CVL website where the account holder and or user can login for their services.

CVL Software (Software): includes the means the software developed by CVL that enables Users to:

  • carry out Mining;
  • sell or purchase Computational Resource;
  • Collect data and manage hardware
  • in accordance with these terms

CVL Wallet: a Wallet set-up by CVL (or a third-party service provider on its behalf) in connection with the provision of the Services and as further described in section 7 (CVL Wallet).

Device: A device is IP connected hardware.  This includes but is not limited to a PC, laptop, mining rig, server, ASIC.

Donations: Donations to Charities by Users in accordance with section 9.

Donors: entities that carry out Donations in accordance with these Terms.

End Users: Users who are customers of White Label Partners and who sign up to these Terms through a White Label Service.

EULA: An End User License Agreement (EULA) is a legal contract between a software application author or publisher and the user of that application.  All CVL Software requires acceptance of the EULA before it should be installed.

Exchange Transaction/s: has the meaning given to it in section 13.

Hard Fork: A Network rule change such that the software validating Virtual Currency transactions according to the old rules will regard Blocks produced according to the new rules as invalid. All CVL Software would need to be updated in order Mine the Virtual Currency in accordance with the new rules.

Hash Rate: a measure of the speed and capacity at which a User’s Computing Hardware used for Mining operates, which can be from more than one Computing Hardware device assigned to a User’s Account.

Internet Protocol: a set of rules governing the format of data sent over the Internet or other networks.

IP Address: internet protocol address which means the numerical label assigned to each device connected to a computer network that uses the Internet Protocol for communication.

MO: Membership Organisation is an organisation or business which has multiple users, supporters, account holders or followers.

Mining (Mine, Mines, Mined): Has the meaning given to it in section 5.1.

Mining Pool: a mining pool is the pooling of resources (computers and any other devices with the processing power to Mine Virtual Currency) by Miners, who share their computer processing power over a network of computers to Mine Virtual Currency any split any Reward received in proportion to the amount of work, or processing power, they contributed.

Network: refers to the blockchain network.  This is a peer-to-peer network collectively adhering to a protocol for inter-node communication and validating new blocks.  Once recorded, the data in any given block cannot be altered retroactively without alteration of all subsequent blocks, which requires consensus of the network majority.

Network Botnets: any computer, or computers, in a network of compromised computers (including any devices able to carry out computing functions), which is controlled by a third party and can be used to transmit malware or spam, or to launch attacks.

Network Fork: An accidental fork, or network fork, happens when two or more Miners find a block at nearly the same time. The fork is resolved when subsequent block(s) are added to the Blockchain and one of the chains becomes longer than the other(s). The Network abandons the Blocks that are not in the longest chain (they are called Orphaned Blocks).

Orphaned Blocks: often referred to as stale blocks, are blocks that are not accepted into the blockchain network due to a time lag in the acceptance of the block in question into the blockchain.

Overclocking: Run (the processor of one’s computer or other computing device) at a speed higher than that intended by the manufacturers. Overclocks, Overclocked and Overclocking should be interpreted accordingly with this definition.

Privacy Policy: the CVL privacy policy available at https://www.cudoventures.com/privacy-policy/

Proof of Stake: When the amount of Mining a person is allowed to carry out is in proportion to how much Virtual Currency they hold.

Proof of Work:  Is a measure to deter denial of service attacks and other service abuses such as spam on a network by requiring some work from the service requestor (or user), usually meaning processing time by a computer.

Purchase: Has the meaning given to it in section 15.1.

Reward: the reward of Virtual Currency awarded to a User for successfully Mining Virtual Currency.

Service Level Agreement (SLA): A service-level agreement (SLA) is an agreement between CVL and the customer to aim to meet certain standards.

Services: the following Services provided by CVL in accordance with these Terms (as applicable and as updated from time to time):

  • the provision of CVL Software for Users to download and:(i) mine Virtual Currency or sell their computing power in return for a Reward which Users can either keep or donate to one or more selected charities or good causes as can be specified in the User Portal or relevant Website;(ii) enable Users to buy or sell Computational Resource to each other that can be used for Mining or any computational tasks;(iii) enable Users to participate in CVL Pools;(iv) enable Web Browser, middleware computational workloads.
  • enabling the following transactions:(i)  Virtual Currency transactions from one Wallet to another on the same Network;(ii)  Virtual Currency exchange transactions;(iii)  exchange transactions between Virtual Currency and fiat currency (as well as gift cards and vouchers);
  • the creation and maintenance of User Accounts;
  • enabling White Label Partners to offer the White Label Services;
  • any other service provided by CVL in accordance with these Terms.

Software Developer (SD): Software Developer is an organisation or business that develops software which can be connected to or integrated with the CVL platform or software for the purpose of the SD to be the main interface to the end user.

Soft Fork: a soft fork is a change of rules that creates Blocks recognized as valid by the old CVL Software, i.e. it is backwards-compatible. As for a hard fork, a Soft Fork can also split the Blockchain when non-upgraded CVL Software creates Blocks not considered valid by the new rules.

Subscription Service (SS): Subscription Service is a service where a user must pay a subscription price to have access to the product or service.

Target based commissions: Target based commissions can be provided for reaching certain levels of spend, number of devices or computing and mining contributions.  These may be level based or time based targets.

UK Money Laundering Legislation: all applicable UK based legislation that sets requirements in relation to the combatting of money laundering and terrorist financing including, but not limited to:

  • The Proceeds of Crime act 2002;
  • The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and
  • Terrorism Act 2000.

User: A person who uses any of the Services in accordance with these Terms.

Valid Shares: Every Miner who contributes to solving a particular Block will receive a proportionate share of the Rewards.

Virtual Currency: any type of unregulated digital money which is issued and usually controlled by its developers and used and accepted among the members of a specific virtual community e.g. Bitcoin and Ethereum.

Wallet: any Virtual Currency wallet held by Users for making and receiving Virtual Currency transactions.

Web Browser Mining: has the meaning given to it in section 8.1.

Web Browser Software: has the meaning given to it in section 8.1.

Websites: Means any or all of our websites where you may access and use the Services including: www.cudoventures.com, www.cudodonate.com,  www.cudopool.com, www.cudominer.com, www.cudocompute.com, www.cudogamer.com and www.eliovp.com  .

White Label Partners: means a Partner, reseller or user who uses the integrated or rebranding features of CVL services and as the meaning given to it on section 12.

White Label Services: the offering of the Services by White Label Partners to End Users.

2.2  Section headings shall not affect the interpretation of this agreement.

2.2  A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

2.4  Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

2.5  A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.6  A reference to writing or written includes email.

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

2.8  References to sections are to the sections of this agreement.

3. Important Advisory Notice – Availability, Inadvertent Errors and Inaccuracies of the Service

3.1 We constantly seek to improve and update our offerings of products and services. The products and services available through our Services may, from time to time, appear to be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Services and in our advertising on other websites.

3.2  If you wish to use our Services you will be informed at the point at which you use the Services of any costs or rates you have to pay, or the basis on which such costs or rates will be calculated.

3.3  For the reasons referred to above, and accepted by you, we do not guarantee the accuracy or completeness of any information, including prices, commission, Hash Rates, revenue estimates, Virtual Currency rates, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

3.4  This Section 3 is without prejudice to any existing UK statutory or Common Law rights which may arise by virtue of the usage of the Services under a lawful contract with us.

3.5 We do not accept any liability for any non-contractual reliance by any person, corporate or otherwise, upon any fact, assertion, representation or any other content, digital or otherwise, which may appear on any of our websites or any material which we produce which is/are under our control.

4. Commencement

4.1  These Terms shall commence, and you shall be deemed to have agreed to and accepted the Terms, when you create an Account on our Websites.

4.2  These Terms will last for as long as you wish to continue to use the Services.

4.3  Unless you have agreed to a Commitment Period (see section 10), you can end these Terms at any time by stopping your use of the Services.

4.4  For Charities only, if you have agreed to a Commitment Period you can only terminate once the Commitment Period has ended by giving notice in accordance with section 10.

4.5 The commencement date shall be the date the services are signed up for online in the CVL Portal or the date they are digitally signed for.

5. Virtual Currency Mining & Rewards

5.1 The process of mining Virtual Currency involves computing hardware making many thousands of calculations in the attempt to solve a cryptographic puzzle (i.e. Mining).  When this is solved the User, or associated network, is Rewarded with an amount of Virtual Currency.

5.2  Users may Mine and earn Rewards by:

(i) downloading the CVL Software and following the instructions on their Account;

(ii) participating in a CVL Pool;

(iii) connecting their Computing Hardware to the Services via their Account or by contacting Customer Services;

(iv) setting up Web Browser Mining;

(v) connecting to 3rd party services such as mining pools;

(vi) using 3rd party mining software

5.3  The CVL Software will be provided:

(i) as a CVL Service to Users; or

(ii) as a White Label Service by White Label Entities to End Users in accordance with section 12.

5.4  Rewards are awarded and based on the User’s:

(i) Hash Rate;

(ii) Computational Resource and time that the User allocates this to Mining or computational workloads; and

(iii) Valid Shares generated in any given Block that is being Mined.

5.5  Users acknowledge and understand that their Hash Rate may be adversely affected by numerous issues which could result in lower or no payments of Rewards including but not limited to:

(i) Inadequate or slow Computing Hardware (or any software errors related thereto);

(ii) Network errors;

(iii) Hardware issues such as low quality risers;

(iv) Insufficient cooling and environmental issues;

(v) Power Issues;

(vi) User selected pool issues.

5.6  Users may, at CVL’s discretion if such option is made available and subject to applicable fees, have the option of receiving their Rewards in:

(i) the same or a different Virtual Currency in respect of which Mining is undertaken;

(ii) permitted fiat;

(iii) Gift cards.

5.7  Rewards will be paid into the User’s Wallet, which can be a CVL Wallet or any other Wallet designated by a User in the User’s account.

5.8  No Reward will be paid to Users in respect of Orphaned Blocks where payment is made via CVL’s network.

5.9  In order to use the Services you must:

(i) install and run the CVL Software on your Computing Hardware; or

(ii) access our Websites or CVL Pools and using the Mining tools available there;

(iii) pay all applicable fees as detailed to you on the Website which include,

but are not limited to CVL’s fees, Network fees and third party exchange transaction fees.

5.10  You understand and acknowledge that unless otherwise stated, our Fees may vary depending on the Virtual Currency involved due to a range of factors including, but not limited to:

(i) fluctuations in Virtual Currency values; and

(ii) changes in the fees that Networks charge for transactions.

5.11  CVL may disconnect the CVL Software or Computing Hardware from the CVL Pool or Services at any time.  CVL reserves the right to refuse access to any Computing Hardware once the Computing Hardware has been directed to the CVL Pool or Service.

5.12  CVL reserves the right to charge:

(i) a disconnect fee in respect of any Users who disconnect their Computing Hardware from the Services; or

(ii)  a restart fee for any Users that have disconnected their Computing Hardware and wish to reconnect.

Any such fees will be communicated to Users on their User Accounts and/or the Websites in advance of their use of the Services.

5.13  Where there has been, or we consider or suspect that there has been, misuse and/or malicious use of connected Computing Hardware and/or the CVL Software, such action or conduct being strictly prohibited by virtue of these Terms, User Accounts may be disabled without any prior warning.

5.14  It is specifically prohibited:

(i) to use CVL services by using Network Botnets;

(ii) to use Services with Computing Hardware without the knowledge or awareness of the owner(s) of such Computing Hardware;

(iii) for User Accounts to utilise a large number of Miners which are using different IP Addresses;

where such activity referred to above in (i)-(iii) occurs, the related User Accounts may be disabled without any prior warning.

5.15  CVL reserves the right to seize any funds accumulated where there has been misuse and/or malicious use as referred to above in section 5.15 or in any other way reasonably deemed by CVL to be a misuse or malicious use of Computing Hardware or the Services. CVL will not give, nor is it obliged to give under any statute or common law, any prior notification of any such seizure to the User or any Third Party connected to the User.

5.16  Fiat values may be displayed in your Account relation to any Cryptocurrency held in your CVL Wallet: such values are estimates only and we make no representation or warranty of any kind, express or implied as to the accuracy or reliability of the same.

5.17  CVL does not accept any liability for any fiscal, tax or any other such duty or tariff calculation, filing or payment responsibility of the User, which the User may accrue under any applicable domestic or international law: and such accruals as are the sole responsibility of the User within the particular jurisdiction in which all or any of them arise.

5.18  CVL does not guarantee the availability of the Services, CVL Pool, CVL App, Websites,  or Accounts and may need to prevent or restrict access in respect of all of these for the following purposes:

(i) carrying out planned or emergency maintenance;

(ii) In response to an incident or emergency, e.g. cyber attack;

(iii) for any other legitimate reason such as the legitimate interests of CVL and in order to protect the personal data of CVL’s customers.

5.19 You understand and acknowledge that periodically balances and accounts that remain unused for extended periods of time or accounts that appear to have been abandoned may be closed and funds may be removed based on the following:

(i) 90 days of no account access or mining and balance is less than 0.001 BTC

(ii) 180 days of no account access or mining and balance is less than 0.01 BTC

(iii) 365 days of no account access or mining with any balance

5.20 You understand and acknowledge that by using third party mining pools, mining or compute software these services are outside of CVL’s control and CVL cannot be held responsible for issues, reliability and payments with these services.

5.21 Balances may show current and pending balances.  Balances may change as they are estimated balances which can change between estimations of payouts and actually receiving those payouts.

5.22 As part of signing up or other actions bonuses and rewards (collectively referred to as Rewards) may be awarded to your account. These Rewards remain separate to your main account balance. The Rewards remain the property of CVL until you withdraw them. The Rewards may be removed from your account in the following circumstances:

(i) There is no active mining or compute in the first 30 days since you opened your account;

(ii) There is no active mining or compute in your account for 90 days;

(iii) There is considered to be fraud or automation to receive Rewards in your account;

(iiii) You do not reach the minimum amount required to withdraw within 180 days of opening your account;

(iv) Unforeseen circumstances require the removal of the Rewards

6. CVL Pools

6.1  A CVL Pool is a Mining Pool which enables the pooling of more than one Users’ Computational Resources to carry out computing calculations including mining to group together resources with other devices on the network.

6.2  The option to participate in a CVL Pool will be made available on your Account or instructions provided on the website, and this will set out the further requirements and conditions that need to be met in order to participate.

6.3 You accept that the mining itself may not be always performed by CVL itself and you agree that it may be performed by third parties different from CVL and outside of CVL’s control.

6.4 CVL may at any point decline accepting connections, hashrate or compute without notice and may pause or cease the service.

6.5 CVL may proxy connections to third party networks with the aim to provide additional revenue, resilience or diversity.  In such case CVL is dependent on earnings from third parties to be received to pay to the user.  If the funds are not provided, CVL is unable to share these revenues with the user.  CVL does not take liability for the unreceived funds.

6.6 Accounts for Pool users may be temporary.  Upon prolonged inactivity, deletion or termination of the user account the user waives all claims (in particular for the remuneration payment) against CVL and against any third party operators. Unpaid remuneration shall not be paid after this event and shall be considered a contribution to the Pool operation.  CVL is unable to reverse this process.

6.7 The user may elect to merge mine additional currencies where possible.  In such case where possible CVL shall provide funds for the primary and additional currencies.

6.8 The user acknowledges that any displayed forecasts are based on estimations and may be inaccurate.

6.9 The user acknowledges that mining is dependent on luck, that the earnings are therefore can vary greatly and that CVL does not guarantee any earnings.

6.10 The user acknowledges that the virtual wallet service is not intended for users to keep their funds on their platform.  This is provided for convenience and users should withdraw their funds at regular intervals.

6.11 The user is responsible for providing the correct wallet address and payment information.  Miss typing or incorrect input of the variables required for the mining service will result in the loss of earnings and is the users responsibility to ensure this is correct.  CVL provides a service between a blockchain and the user and is not responsible for the loss of earnings.

6.12 Abuse of the pool service includes but is not limited to the following:

(i) Pool hopping

(ii) Redirecting of hashrate on successful nonce discovery

(iii) Attempting to “game” the system to increase earnings above those that should be fairly distributed to other users.

6.13 CVL reserves the right to penalise abuse of the CVL services, terminate or delete the relevant account.  This is without prejudice to any claim against the user for damages.  Any remuneration claims and related complaints of the users shall be always made against and settled by CVL.

6.14 Transactions fees are paid by the user.

6.15 You acknowledge that you are solely responsible for setting up your hardware device used for providing the computing power for the pool.  You are responsible for any possible damage of its hardware components, that may result from incorrect or incomplete settings and may be caused by issues with the hardware, environment or other external issues.

7. CVL Wallet

7.1  A CVL Wallet is used to store the Virtual Currency Rewarded to the Users in return for Mining and/or received in return for selling Computational Services

7.2  CVL does not provide electronic money wallets or payment services accounts.

7.3  By accepting this agreement, you acknowledge, understand and agree that:

(i) you understand that when transferring (i.e. a Transfer) Virtual Currency to an external (i.e. not CVL Wallet) Wallet, you will be required to pay Network fees, which, will be automatically paid to the Network when you request the transaction;

(ii) Network fees:

(A) are not received by CVL and are outside of CVL’s control);

(B) can vary greatly depending on the Virtual Currency or Network;

(iii) CVL has no control over the funds once a Transfer has been sent;

(iv) if you enter an incorrect Wallet address when requesting a Transfer, the Virtual Currency will be lost permanently when transferred and CVL will have no liability over the same;

(v) there is a minimum Virtual Currency level required before the Virtual Currency can be transferred to an external Wallet address.  This is provided to minimise the Network fees and operational costs in proportion to the value of the Wallet transaction and shall be displayed in your Account prior to executing the Transfer;

(vi) CVL shall not be responsible for any loss of your Virtual Currency which is stored in in the CVL Wallet: you should Transfer your Cryptocurrency balance out of your Account and into your own external Wallet regularly and as soon as possible;

(vii) The CVL Wallet (and your Account) can only be used to receive Rewards and payments in return for selling Computational Resources (see section 15): it cannot be used to receive any other form of payment or rewards e.g. airdrops, or payments due to Hard Forks etc – if you wish to receive these, you should direct such funds into your own external Wallets that support these features.

8. Web Browser Mining

8.1  Web Browser Mining is an optional CVL Service whereby certain approved Users can place certain CVL Software or other permitted CVL plug-ins or code (i.e. Web Browser Software) on their websites or applications to facilitate the use of the Computational Resources of visitors to such Websites to carry out Mining on behalf of such Users.

8.2  You can apply to use Web Browser Mining via your Account.

8.3  You acknowledge, understand and agree that you:

  • may only use Web Browser Mining onto websites or applications that you own or have the requisite authorisation to do so;
  • you must provide appropriate notification to the website visitors or application users that the Web Browser Software is on the website/application and obtain their consent (e.g. by way of tick box acceptance) for any Mining activity and/or use of their Computational Resources;
  • cannot use Web Browser Mining for any illegal purpose;
  • must not reverse engineer, hack or exploit CVL Web Browser Software in any way except by prior permission from CVL
  • Must not display or integrate the Web Browser Software on any website that is illegal or has illegal content.
  • by using the Services, there is a risk associated with using any CVL Software or high intensity workloads on your Computing Hardware capable of running the CVL Software, which does not have appropriate or suitable cooling system for all hardware components of the computer.

8.4 If any of the terms of this section 8 are breached, CVL reserves the right to terminate your Account and withhold any and all Virtual Currency funds on your Account.

8.5  CVL reserves the right to blacklist websites and website categories from hosting the Web Browser Software.

8.6  You accept and agree that as a result of your use of the Services, CVL shall not incur any liability for any loss, whether that is physical, financial or any other such loss arising from failure of hardware, loss of data or inappropriate handling of the hardware when using the CVL Software, plugins or javascript code.

9. Charities and Donations

9.1  Donations may be made to Charities or the CVL Charity Pool via your Account by donating:

(i) any portion of the Rewards that you generate;

(ii) your Computational Resources;

(iii) accessing the Charity’s webpage and donating directly there/

9.2  Virtual currency donations may be made directly to the Virtual Currency Wallets of Charities. Donations made to these Wallets will be outside our control until such time as the transaction has had 6 Network confirmations, at which point it will show in the Charity’s wallet.

9.3  CVL will seek to verify the identity of a Charity to the best of its ability and undertake any other necessary checks required by domestic and international law before allowing it to have an Account but we are not liable for any loss, howsoever caused, where we have relied upon information provided by a bona fide third party/agent to verify the identity of the charity or good cause in accordance with the UK Money Laundering Legislation currently in force.

9.4  Charities that wish to use the Services agree to provide us with any and all information that it requires in order to meet our obligations under UK Money Laundering Legislation.

9.5  You must only choose charities and good causes which are available on our Websites and that you are happy for your donations to be sent to. You may change this at any time by altering your preferences in your Account. However, CVL cannot refund any Donations made to Charities and we are not responsible for how Charities use your Donations

9.6  The funds in the CVL Charity Pool will be collated and distributed amongst multiple charities in the CVL network: this enables Users to support more than one Charity.

10. Commitment and commitment Periods

Charities

10.1  For Charities, there are two commitment options for signing up to the Services:

(i) signing up with no commitment period; or

(ii) signing up for a standard commitment period of 36 months.

10.1.1 This commitment period option (“CPO”) includes additional benefits with no subscription fee, which include:

(i) assistance with promotion and marketing by CVL;

(ii) revenue share from the CVL Charity Pool as applicable;

(iii) the provision of a Virtual Currency Wallet address for donations; and

(iv) ability to have revenue share from the Charity Pool.

10.1.2  If you select the CPO when setting up your Account, you agree that this restricts you and your organisation from using any other third party Virtual Currency Mining or earning from spare compute services during the period to generate funding or revenue.

10.1.3  The Charity will have the option to cancel the CPO at the end of the Commitment Period by giving at least 90 days’ advance notice via the User Portal.

10.1.4  The Commitment Period will automatically renew at the end of each Commitment Period for an additional 12 months’ Commitment Period.

10.1.5  If, in breach of this agreement, the Charity uses a third parties’ Virtual Currency Mining service or spare compute service for revenue generation during the commitment period, CVL retains the right to request that the Charity returns the funds that were paid from the CVL Charity Pool or donated by CVL.  To exercise this right CVL will notify you of the breach and request payment. The payment must be made within 30 days of receipt of the notification. Such funds will then be re-distributed via Charity Pool.

Account Holders

10.2  For non charity Account Holders, there are various options for signing up to the Services including:

(i) Pay as you go (PAYG) with no commitment period and services are provided as long as the account holder chooses to use the services or for as long as CVL choose to provide the services; or

(ii) Paid commitment period where the account holder signs up to the service for a committed period or a committed spend/number of devices;

10.2.1 The Account Holders Commitment Period means the period commencing on the earlier to occur of (i) the date on which services are committed in the CVL Portal, or (ii) date on which a commitment agreement is signed, and expiring on the earliest to occur of the listed in the CVL Portal or the date listed on the signed agreement.

10.2.2 The commitment level is the minimum level of either spend or number of devices for the commitment period and commitment to its associated costs.

Exclusivity 

10.2.3 If you agree to exclusivity, then you are commiting to only use the associated CVL services for the commitment period and not use similar 3rd party services. Use of 3rd parties to replace CVL’s services during this period is a breach and shall require that you pay CVL for the remainder of the commitment period a minimum of the highest monthly fees during the commitment period.  These shall continue to be due for the remainder of the period.  You may elect to pay these upfront for the remainder of the period.

11. User Restrictions

11.1  Users must not:

(i) knowingly misrepresent your identity or affiliation with any other person, Charity or organisation;

(ii) use our Websites 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;

(iii) use our Websites or Services to conduct, display or forward surveys, pyramid schemes, chain letters or any other promotion not directly associated with your Charity or good cause;

(iv) disclose any information relating to any Donor except with the consent of the Donor or as permitted by any applicable prevailing domestic or international laws;

(v) attempt to contact a Donor if they have chosen to not be contacted or to remain anonymous;

(vi) use or upload content where you do not own the copyright or any other intellectual property associated with that content of which you are not the lawful owner;

(vii) install CVL Software without the agreement or consent of the owner of the Computing Hardware or devices onto which you are installing it.

(ix) attempt to access, decompile, reverse engineer, decipher, decrypt, decode or install software in the virtual environments running computational workloads for 3rd parties.

(x) reverse engineer, decompile, translate, create derivative works, decipher, decrypt, disassemble, or otherwise convert the Software to a more human-readable form for any reason.

(xi) use the Software for any purpose that is unlawful.

(xii) disable any licensing or control features of the Software or allow the Software to be used with such features disabled.

(xiii) share, rent, or lease Your right to use the Software.

(xiv) modify, sublicense, copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement.

11.2  CVL reserves the right to terminate your Account, delete any pages or profiles or take any other such action it deems suitable in the event of a breach of these Terms or for any other unlawful conduct.

11.3  If you are a Charity, CVL reserves the right to terminate your Account if it deems your Charity or cause to be illegal or inappropriate.  If any Rewards are earned in relation to Mining carried on after termination, i.e. Users who have signed up to White Label Services in your name or donors who are still donating to your cause, the Virtual Currency received will be redirected to a Charity Pool. Any Virtual Currency previously earned that is still on your Account at the point of termination will also be redirected to a Charity Pool.

11.4 Multiple user accounts controlled by a single person or entity may be considered a botnet and access to these accounts may therefore be suspended. In such case an investigation will start according to these Terms and Conditions.  If the accounts are considered to not be allowed under these terms and conditions, such accounts may be terminated.

12. White Label Services

12.1  White Label means the rebranding or integration of CVL software into a white label partners services, so as to brand CVL’s services as their own or integrate them with no branding into their own software.  The Services can be provided as a White Label Service if you are:

(i)a Charity;

(ii) an MO;

(iii) an SS;

(iv) an SD; or

(v) any other entity that CVL authorises to use the White Label Services (together referred to as “White Label Partners”)

12.2  End Users must adhere and agree to these Terms, EULA and the Privacy Policy in order to install the CVL Software and use CVL services.  If you do not agree to these terms you must not use the associated CVL services.

12.3  White Label Partners agree not to adjust, amend or introduce any computer virus or malicious code or instructions into the CVL Software or associate with the CVL Software.

12.4  Revenue generated from CVL Software is paid out White Label Partners minus our fees and any Network or exchange fees.

12.5  For integration into your third party service, you must provide a relevant and unique user ID for each User Account.

12.6  You agree that ensuring the correct User ID is associated with the correct User on CVL’s platform is your sole responsibility.  Incorrect allocation of ID’s can result in lost funds or unallocated funds which cannot be retrieved.

12.7  If you are providing a third party API integration, you agree it is your responsibility to ensure that the API specification is correct and that the service has sufficient availability.  Downtime during transfer of funds could mean loss of funds.

12.8 It is your responsibility to keep up to date with the releases of the CVL platform to ensure future compatibility.  CVL does not take responsibility from issues by not keeping software up to date with CVL updates.

12.9 During the term of this Agreement and for an additional period of twelve (12) months from the termination date the White Label Partner shall not solicit employment of any CVL employee.  Hiring of a CVL employee shall mean the White Label Partner agrees to pay the equivalent of 12 months of the hired employee’s salary to CVL.

12.10 The white label partner holds CVL harmless of any errors, omissions or issues with CVL’s software and CVL’s portal.

13. Exchange Transactions

13. 1 You may use the CVL currency exchange service to exchange Virtual Currencies to other Virtual Currencies or permitted fiat currency (Exchange Transactions) as made available to you via your Account from time to time.

13.2  Exchange Transaction exchange rates and fees shall be calculated and displayed to you at the point of purchase on your Account: you acknowledge and understand that an estimate of the exchange rate is shown initially but the final value may vary slightly due to rapidly changing nature of Virtual Currency pricing and markets.

13.3  We may wait for up to 6 Network confirmations until the Exchange Transaction is confirmed and at final confirmation, the funds will be transferred to your designated Wallet or your designated payment account in your name (which could be a bank account, an electronic money account or other payment account and the details of which you provide in your Account) that you hold with a third party.

13.4  If you choose to convert your Virtual Currency into another Virtual Currency please note that converting Virtual Currency can take time and in that interim period, full values may not show in the User’s Wallet.The CVL fees shall exclude any third party account or Network fees that may be applied to the Exchange Transaction.

13.5  It is your responsibility to ensure that the account details provided are correct and, if incorrect, you understand that those funds may be lost and we may be unable to recover them.

13.6  We accept no responsibility for downtime, outage or issues with the services of third party providers.

13.7 You acknowledge there may be caps to the quantities exchanged depending on the relevant KYC/AML rules.

14 Risk Acknowledgement

14.1  By entering into these Terms, you agree, acknowledge and understand that the you have read, and understand, the risks detailed below.

14.2  You agree, acknowledge and understand that:

(i) there is a risk associated with using the CVL Software on Computing Hardware which does not have an appropriate or suitable cooling system for all hardware components of the Computing Hardware;

(ii) that any of the Computing Hardware you use in connection with the Services has the suitable Computational Resources to support the Services you are using;

(iii) there is a risk of damage to any Computing Hardware that you connect to the CVL Mining Pool;

(iv) CVL will not be liable for any damage or loss arising your negligent, criminal or intentional misuse of Computing Hardware or software you use in connection with the Services i.e. when using the CVL Software or connecting to a CVL Pool;

(v) as a proven technical fact that Overclocking your Computing Hardware shall put strain on it and puts it at risk of hardware failure;

(vi) you will not Overclock any Computing Hardware you use in connection with the Services and if you do CVL will not be liable for any damage caused as a result;

(vii) if you provide an external Wallet address to transfer funds to, from your CVL User Account, the Wallet is outside of CVLs’ control;

(viii) the process of transferring Virtual Currency to an external Wallet address, from the point of commencement initiated by you, is entirely done so at your own risk and that CVL is not liable for any loss or consequential loss whatsoever, including but not limited to loss of funds, Network fees or loss occasioned by Network delays;

(ix) it is your responsibility to ensure the Wallet address you provide is a correct and a valid Wallet address of the same Virtual Currency as being transferred and is free of errors or omissions;

(x) if you input a Wallet address of a different Virtual Currency than the one being transferred you will lose your funds with no ability to retrieve them again;

(xi) if a Network Fork occurs, that issues may occur outside of CVL’s control and liability;

(xii) there is a risk of one of the Virtual Currencies being used or Mined may have a Soft Fork or a Hard Fork before CVL have updated their Services and/or CVL Software.  If this does occur, the relevant Virtual Currencies may not Mine or will Mine without creating any value. It should be borne in mind that systems may not show the correct Virtual Currency values until the systems are updated accordingly;

(xiii) transactions during a Fork (whether a Network, Hard or Soft Fork) may fail and may need to be requested again via your Account;(xiv) there is a risk associated with the abuse of your Account: you agree that you will keep your User Account credentials, and the Computing Hardware you use to access the Services, secure and not share them with other individuals. If a third party gains access to your Account credentials, the third party may dispose of the funds stored in the User’s CVL Wallet and CVL will not be able to recover these funds or be liable for the loss;

(xv) there is a risk associated with CVL’s Services and or Wallet(s) being hacked and you have been fully informed and warned of that risk.  Individuals, hackers or other groups or organisations may attempt to interfere with CVL’s Services, Wallet(s) or CVL  Software in any way including by:

(A) injection techniques;

(B) denial of services attacks;

(C)phishing;

(D) DNS hijacking;

(E) brute force;

(F) sybil attacks;

(G) spoofing;

(H) smurfing;

(I) malware attacks;

(J) mining attacks; or

(K) consensus-based attacks.

(xvi) balances displayed as fiat values such as dollar or euro may be stored as stable coins and still be at risk of wallet hacks and should therefore be treated in the same manner from a users perspective.

(xvii) should a third party gain unauthorised access to CVL’s systems or Services, they may have the ability to remove funds from the CVL Wallets. You acknowledge that there is risk associated with funds held on the CVL Wallet(s) and that you have been fully informed and warned about it.

(xix) CVL does not have access to the data or information on the workloads running across its network and does not guarantee the type of computational workloads which may run on the computational hardware.

(xx) installing or updating to a CVL or a 3rd party custom BIOS, vBIOS, kernel, firmware or OS can cause irretrievable damage to your hardware or data that cannot be resolved.  You take this action under your own risk and accept you are wholly responsible.

(xxi) providing compute services can increase utilisation of compute resources, electricity usage, bandwidth costs, hardware wear and tear.  You should take these costs into account when running the CVL services.  CVL takes no responsibility for your increased costs in these areas.

14.3  You acknowledge and accept that:

(i) all funds held in CVL’s Wallets are entirely uninsured and that they are not guaranteed or safeguarded as funds held in bank accounts, electronic money accounts or payment accounts are;

(ii) any funds held in the Wallets are held entirely at your own risk and CVL is unable to return any lost funds under any circumstances;

(iii) CVL may use or integrate with third party providers to enable conversion of Virtual Currency;(iv) CVL shall not be responsible for any third party provider’s services including their accuracy, completeness, timeliness, validity, legality, quality or any other aspect thereof;

(v) it is your responsibility to keep any Virtual Currency Wallet private key(s) safe and stored in a location where it cannot be accessed or read by unauthorised individuals;

(vi) there is risk associated with the use of Virtual Currencies and have been fully informed about it;

(vii) Virtual Currency markets are still in the early stages of their life cycles. Virtual Currencies may become subject to changes in regulatory standards, price fluctuations, market demand fluctuations, transactional cost fluctuations, transaction time fluctuations and security risks.

(viii) the fiat value of the Virtual Currency can fluctuate substantially and there is a risk that this value can become zero.

(ix) there is risk associated with future legislation changes which may restrict, limit or prohibit certain Virtual Currencies, aspects of blockchain technology and services and products associated with Virtual Currencies such as token sales.  These can result in restriction, limitation or termination of the Services and you acknowledge that you have been fully informed and warned about this possibility.

(x) CVL does not assume and shall not have any liability or responsibility to you or any other person or entity for any integrated or linked third party provider’s services. These are used entirely at your own risk.

(xi) Suggested, listed or displayed overclocking or hardware settings may not be approved, reviewed or tested by CVL. They can be provided via AI, third parties or online information resources and carry a risk of damaging your device or your data. It is at your own risk if you choose to apply these settings.

14. 4 You acknowledge and agree that CVL is not liable to you, or any third party User, in any way whatsoever for any damage or loss incurred as a result of your use of the Services including, but not limited to:

  • penalty sums;
  • compensation;
  • reimbursement; or
  • any other form of damages or reparation, monetary or otherwise.

14.5  You agree and warrant that you understand, or are technically competent to understand, and use the Services where relevant and you should only be using and customising the features you understand.  These include, but are not limited to:

  • Mining software;
  • Javascript Mining;
  • Computing Resource sharing;
  • Mining Pools;
  • Blockchain technology;
  • Virtual Currencies;
  • Cloud computing;
  • Overclocking;
  • BIOS updates;
  • Proof of Work; and
  • Proof of Stake.(i) You acknowledge and accept that there are major risks associated with the technologies referred to in section 13.9 above, and you acknowledge that there are other potential risks that CVL cannot reasonably be expected to foresee and that it would be unreasonable to believe that such potential risks could have been foreseeable.

15. Buying and Selling Computational Resources

15.1 You can buy and sell Computational Resources to other Users as part of the Services which can be used for Mining or computational workloads (a Purchase).

15.2 CVL provides a service and/or marketplace which connects buyers and sellers of computational resources.  Sellers are responsible for their own computational hardware and any information, certification and listings they use.  When sellers accept computational workloads from buyers, they are entering into a contract directly with each other.  CVL is not and does not become a party to or other participant in any contractual relationship between buyers and sellers.

15.3 Funds stored on CVL services either deposited as a buyer or earned as a seller are not guaranteed or insured.  Users should only store enough funds for the services they require and withdraw from the platform when not needed.

Selling

15.3  If you are selling Computational Resources you hereby agree and warrant that:

  • you either own or have appropriate authorisation to sell the Computational Resource;
  • you are providing the Computational Resources in good faith so that they can be used by either CVL or a third party for legitimate computational activities;
  • you believe the Computational Resource to be fit for the purpose of Mining and other similarly intensive computational tasks;
  • you believe the Computational Resource to be free from viruses and malware and confirm that it has not been compromised in anyway by a third party who does not have authorised access to the Computational Resources; and
  • the Computational Resource should not cause any harm or damage to either CVL or any such third party as may use the Computational Resource;
  • you will not attempt to access, decode, replicate, reverse engineer or tamper with the computational workloads on your computational hardware;
  • the information you have completed in your account is correct and any certificates are valid.

15.4  You can sell Computational Resource either automatically, via your Account or CVL Software, or by contacting Customer Services, where you will be informed of and agree to, the relevant pricing.  You may either allow the pricing to be automatically set or set your own pricing.

15.5 As a seller your relationship with CVL is limited to being an independent  third-party, and not an employee, agent, joint venturer or partner of CVL.  You act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of CVL. You acknowledge that you have complete discretion whether to provide computational resources and otherwise engage in other business or employment activities.

15.6 CVL does not, and shall not be deemed to, direct or control you or your performance under these Terms.

15.7 CVL is not responsible for outages, or disruptions to CVL services and for lost revenue, consequential damages, lost profits, loss of data or loss of goodwill from such service interruption.

15.8 CR sellers are responsible for their information, listings and computational resources. When CR sellers make their computational resources available, they are entering into a contract directly with each other. CVL is not and does not become a party to or other participant in any contractual relationship between the users, nor is CVL a CR broker. CVL is not acting as an agent between the CR buyers and CR sellers.

15.9 CR sellers may be able to earn more or more often from CR buyers by sharing additional information about you and your computational resources such as location, building and business security certificates, personal verified identity, business information.

15.10 CR sellers will only receive funds from completed and correctly verified work.  If a workload is not completed, has errors or produces corrupt results the seller will not receive payment for the work.

15.11 CR Sellers may be able to receive a discount on CVL’s fees by providing larger quantities of CR or by holding credits or tokens.  If this is available information will be provided in the CVL Portal.

15.12 CVL recommends that the CR sellers have suitable insurance for their computing hardware to be able to run CVL services.

15.13 You agree and understand that CVL may score, rate and review the performance of your hardware and success of completing workloads and share and use this rating information anonymously.

15.14 As a CR seller you are solely responsible for determining your obligations to report, collect, remit or include in your revenue and any applicable VAT or other indirect sales taxes, or income taxes.

13.15 Tax regulations may require us to collect appropriate Tax information from CR sellers, or to withhold Taxes from payouts. If a seller fails to provide the required documentation under applicable law, i.e. a tax number, that we determine to be sufficient, we reserve the right to withhold payouts up to the relevant tax amount as required by the relevant law until resolved.

Buying

15.16 If you are buying Computational Resources you hereby agree and warrant that:

  • CVL has no control over and does not guarantee the existence, quality, safety or suitability of any of the sellers of computational resources;
  • CVL does not guarantee the accuracy of the descriptions, security levels, tier ratings, user content, performance ratings, reliability or availability of the computational resource sellers and does not endorse the sellers;
  • Verified, KYC Approved, Approved, Security Approved, Security Levels and other verified levels only indicate that the Member has completed the relevant verification or identification process and nothing else.  Any such description is not an endorsement, certification or guarantee by CVL about the computational resource suppliers or whether they are trustworthy, safe or suitable;
  • Before buying computational resources, you should always exercise due diligence and evaluate if the type of computational workloads are suitable for such a platform;
  • CVL cannot guarantee against the loss or corruption of data or computational performance for computational workloads supplied to the CVL services.

15.17  You may purchase Services using fiat currency and, where permitted, you may also purchase Services with Virtual Currency.  If you pay using Virtual Currency, you represent and warrant that:

  • you have legal use of those Virtual Currency funds;
  • you have the right and ownership to transfer those funds to CVL.

15.18  If you choose to pay for services using Virtual Currency in accordance with section 14.6, you expressly agree that CVL is not responsible for any loss of funds not arriving at the CVL Wallet address through error or Network issues.

15.19  You agree that Network fees and delays are outside CVL control and that any Virtual Currency transferred to CVL and that Network fees should be included in the amount you transfer to cover the difference.

15.20  By requesting to make a Purchase using the CVL Services and submitting such information as is necessary for a Purchase, you grant us the right to provide the information to third parties for purposes of facilitating the completion of a Purchase.

15.21 You agree to run workloads which are not designed to overload, disrupt, damage the CR devices or the CVL platforms and network.

15.22 We reserve the right to refuse or cancel your use of the Services, such as making purchases and transactions, at any time for certain reasons including, but not limited to:

  • product or service availability;
  • errors in the description or price of the product or service;
  • errors in your order;
  • fraud;
  • we believe a transaction is not authorised by you or may be illegal;
  • we identify risks associated with the activity, Network or systems used;
  • we believe it is in your best interest to do so;
  • you are in breach of these Terms; or
  • other legitimate reasons.

15.23  You expressly agree that CVL is not responsible for any loss or damage arising from the submission by you of false or inaccurate payment information.

15.24 You agree and understand that CVL may score, rate and review your workloads, completion and payment reliability and share this rating information anonymously.

15.25 You are prohibited from using the computational resources for the following activities.  By breaching these activities, any funds in the associated account may be withheld and withdrawn and associated legal actions applied:

  • Denial of Service or Distributed Denial of Service attacks
  • Distribution of Viruses
  • Hosting offensive and harmful content
  • Interception of traffic
  • Falsification of origin traffic
  • Monitoring and crawling the systems
  • Avoiding intentional restrictions
  • Illegal, fraudulent and harmful activities
  • SPAM and unsolicited email distribution
  • Any other activities listed as prohibited in the CVL Acceptable Use Policy

16. Fees

16.1  Unless stated otherwise in this agreement the Fees are listed in the relevant sections of your Account or CVL Portal.  Fees may also be subject to transaction costs and Network fees.  CVL’s fees may vary due to Network fee changes, volatility of Virtual Currency values and third party fee changes.  You will pay all fees in accordance with these services.

16.2  Where relevant or possible, the Network and third party fees will be displayed or alternatively, the final value will be displayed.

16.3   CVL, in its sole discretion and at any time, may modify the fees for the services unless otherwise stated in the users commitment period agreement.

16.4  Subscription fees may apply to certain subscription services and will be made available prior to such subscription either via email or will be displayed in your CVL Portal.  Any fee change will become effective at the end of the then-current billing cycle or within the relevant fee period.  Subscription fees shall provide you with a licence to use the relevant services on the number of devices agreed or billed for the relevant period.  Where subscription services are based on number of devices, these fees shall be calculated on the total number of devices the CVL services are monitoring and the total number of devices running the CVL software.

16.5  CVL will provide you, with a reasonable notice of not less than 7 days prior to the date of any change in fees, to give you an opportunity to terminate your service before such change becomes effective.

16.6  Your continued use of the Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.

16.7 If you are charged a fee and payment is not received by CVL by the due date, then without limiting CVL’s rights or remedies those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower.  Such conditions allow CVL to change payment terms to payment in advance or shorter payment terms in future.

16.8 If you fall overdue for any charged fees by more than 10 days, you authorise CVL to take fees due by any other methods on record.  These include, Direct Debit, Credit Card, Debit Card, Hosted Wallets, virtual funds and incoming payments.  If CVL is unable to take payment CVL may without limiting its other rights and remedies, suspend or terminate your service or account and may withhold funds in those associated accounts until such amounts are paid in full.

16.9 Target based commissions available to you shall be listed in the CVP Portal or shall be made available as part of this agreement.  Upon reaching these targets, these shall be provided as a credit onto your account.  The currency and type of credit may vary.

16.10 If you participate in a Free Trial Period, you may be required to enter payments methods before the free trial begins.  If you do not cancel during the free trial period, you authorise CVL to bill your relevant payment options at the end of the Free Trial Period.  If you continue to use the service after the free trial you agree to continue the service, to be charged for the relevant services and abide by the terms of this agreement.

16.11 When you pay a license fee, you are paying a right to use that service or software during that period under the terms of this agreement.  You may not use or distribute that software outside the terms of this agreement.  By downloading or installing CVL software you agree to the terms of this agreement and the associated fees to use the software.

16.12 Where device based licensing is charged after usage (usually monthly), unless otherwise stated, this is billed as the peak number of connected devices or devices running the software in the month, for the whole months period.  The per device pricing may vary depending on the number of devices in the month.

16.13 Where device based billing is purchased in commitments for the period as a subscription service, unless otherwise stated, unused licenses for the month do not rollover and may not be reused.

16.4 CVL may provide new versions, products, features and services which may have separate pricing and fees of their own.  The pricing may be made available via the CVL Portal, the software or provided via email to the customer.  The customer may elect to use these additional services.  The services shall fall under the terms and conditions of this agreement.

16.15 If the customer, in good faith, disputes the accuracy of the amount invoiced, the customer shall pay such amount as it in good faith believes to be correct and provide written notice stating the reasons why the remaining disputed amount is incorrect, along with supporting documentation. In the event the Parties are unable to resolve such dispute, the Supplier may pursue any remedy available at law or in equity to enforce its rights hereunder. In the event that it is determined or agreed that the customer must or will pay the disputed amount, then the customer shall pay the interest payable under Clause 16.7 interest from and including the original payment due date until, but excluding, the date the disputed amount is received by the supplier.

16.16 If any dispute arises in connection with this Agreement which CVL cannot resolve upon receipt of a complaint, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

16.17 Where commission or percentage based billing is charged, you may not attempt to circumvent this method of billing.  Circumventing this charging method is a breach of this agreement.  CVL reserves the right to invoice you for the amount it has calculated is the difference between what has been paid and what should have been paid.  You share bare all relevant costs in CVL pursuing the payment of these services.  If there has been considered a attempt to circumvent the billing, you shall provide all necessary access, logs and information as evidence and this shall be required to be provided within 30 days of request.  If there a dispute the parties shall enter dispute resolution under the terms of this agreement.

17. Content

17.1  For Charities our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post in connection with the Service, including its legality, reliability, and appropriateness.

17.2  By posting Content publically, you grant us the right and the licence to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Services. You retain any and all of your rights to any Content you submit, post or display on or through the Services and you are responsible for protecting those rights. You agree that this licence includes the right for us to make your Content public in our websites, software, javascript and micropages on User’s sites and linked from User’s sites subject to these Terms.

17.3  You represent and warrant that:

  • the Content is yours (you own it) or you have the right to use it and grant us the rights and licence as provided in these Terms; and
  • the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

17.3  CVL does not provide any warranty as to the accuracy, correctness or validity of any uploaded Content.

18. Accounts

18.1  When you create an Account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account and your use of the Services.

18.2  You are responsible for safeguarding the password that you use to access your Account and for any activities or actions undertaken using your password, whether your password is with our Services or a third party service.

18.3  You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Account.

18.4  You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

18.5 You may use your account for referral and affiliate purposes either as the sole purpose or in addition to mining and other services.  By using the Affiliate and Referral services you agree to the Affiliate Agreement terms and conditions.

19. Intellectual Property

19.1  The Services and their original content (excluding Content provided by Users), features and functionality are and will remain the exclusive property of CVL and its licensors. The Services are protected by copyright, trademark, and other laws of both England and Wales and foreign countries. Our trademarks and trade address may not be used in connection with any product or service without the prior written consent of CVL.

19.2  CVL software or software which is distributed using CVL services may include open source software and 3rd party licensing.  You agree to adhere to the relevant licensing requirements for such software.

19.3  When you upload Content, you give to CVL a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Services and otherwise in connection with the provision of the Services and CVL business.

20. Links To Other Websites

20.1 Our Services may contain links to third party websites or services that are not owned or controlled by CVL.

20.2 CVL has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.

20.3  You further acknowledge and agree that CVL shall not be responsible or liable for, directly or indirectly, any damage or loss, including consequential loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

20.4 We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

21. Termination

21.1  CVL may terminate or suspend your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of this Agreement.

21.2  Upon termination, your right to use the Account and Services will immediately cease.

21.3  If you wish to terminate your Account, you may simply discontinue using the Service or, if you have entered into a Commitment Period, give appropriate notice to terminate the agreement when the Commitment Period ends in accordance with section 10.

21.4 Early termination of a commitment period and associated commitment level will require immediate payment for the total amount due for the rest of the term of the agreement, which is the sum of the commitment level cost multiplied by the remaining commitment period.

21.5 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation all provisions relating to ownership provisions, warranty disclaimers, indemnity and limitations of liability.

21.6  The performance of CVL’s obligation under the Terms will cease, and the agreement will be terminated if:

  • market or technology circumstances change to such an extent that these terms no longer meet with CVL’s expectations;
  • it would be unjust to enforce CVL’s obligations; or
  • CVL’s obligation becomes impossible, thereby legally frustrating the contract.

21.6  Accounts which are inactive for longer than 12 months, with no login or no mining or computing activity, may be deleted.  You will receive email warnings 30 days, 10 days and 1 day before deletion of your Account. Any remaining balance will be considered as a pool or platform donation.

21.7 If you have no commitment period, you may cancel your account at any time but you won’t be issued a refund unless it is legally required.

21.8 Upon termination of your services you must stop using any subscription software and delete or destroy all copies of the software and related documentation when the software subscription ends.

22. Indemnification

22.1 To the maximum extent permitted by applicable law, you agree to release, defend you agree to defend, indemnify and hold free from all or any liability CVL and its licensee(s) and licensors, affiliates, subsidiaries and their employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all or any legal fees), resulting from or arising out of:

  • your use of and access to the Services by you or any person legitimately using your Account and password;
  • Use of CVL Software
  • a breach of these Terms; or
  • Content posted, in whichever forum, on or about the Services.

22.2 Save as expressly provided elsewhere in this Agreement, neither Party shall be liable to the other Party for any loss of use, profits, contracts, production or revenue or for business interruption howsoever caused and even where the same is caused by the negligence or breach of duty of the other Party.

23. Disclaimer

23.1  Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

23.2  CVL, its subsidiaries, affiliates, and its licensors do not warrant that:

  • the Services will function in an uninterrupted, secure or available manner at any particular time or location;
  • any errors or defects will be corrected;
  • the Services are free of viruses or other harmful components; or
  • the results of using the Services will meet your requirements.

23.3 Without limit to the foregoing, neither CVL nor any of CVL’s subsidiaries, affiliates, or its licensors makes any representation or warranty of any kind, express or implied: as to:

  • the operation or availability of the Services, or the information, content, and materials or products will be uninterrupted or error-free;
  • the accuracy or reliability, of any information or content provided through the Services;
  • that the Services, its servers, the content, or emails sent from or on behalf of CVL are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components; or
  • the results of using the Services will meet your requirements.

23.4  Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

24. Exclusions

24.1 Without limiting the generality of the foregoing and notwithstanding any other provision of these Terms, under no circumstances will CVL ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of the Services, these Terms, the termination of the Terms or otherwise, including but not limited to loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by CVL or any person for whom CVL is responsible, and even if CVL has been advised of the possibility of such loss or damage being incurred.

25. Notices

25.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by email.

25.2  Any notice or communication shall be deemed to have been received:

  • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this section 36.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

25.3  This section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26. Complaints, disputes and Mediation

26.1  If you have any complaints or issues with the services provided you must contact Customer Services and we will attempt to resolve the issue or explain if we cannot.

26.2  If any dispute arises in connection with this agreement which CVL cannot resolve upon receipt of a complaint, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with [the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 working days of notice of the dispute, the mediator will be nominated by CEDR.

26.3  CVL services connect suppliers and buyers of compute or blockchain networks.  If the expected compute services are not provided or the expected payment is not received then where possible the buyers and sellers of compute should communicate directly to resolve the issue.

26.4 You agree that CVL’s maximum liability is the fees received by CVL in any one month where the relevant dispute is made.  The liability does not extend to payments to third parties for compute or to payments received for providing compute.

27. General

27.1  These Terms shall be governed and construed in accordance with the laws of England and Wales.

27.2  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation .

27.3  We may vary this agreement at any time with immediate effect. The Terms will be updated on our Websites and we will notify you by email of the change.

27.4  Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect and constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have between us regarding the Services.

27.5  Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month the party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.

27.6  This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

27.7  Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

28. Data Protection

28.1  We take the protection of your personal data very seriously. We will only process your personal data in accordance with our Privacy Policy and these terms.

28.2  By entering into these Terms, you also agree to us processing your personal data in accordance with both this agreement and our Privacy Policy.