These ICERIVER BTC Series Miner Reservation Terms (“Terms”) constitute a legally binding agreement between ICERIVER (“We”, “Our”, “Us” or “Platform”), operated by Bgin Trading Limited and its affiliates, and users (“You” or “Your”) who make a reservation (“Reservation”) to purchase our upcoming BTC miners (“Miners”) and relevant services made available to You.
Representations
By accepting these Terms, You affirm that:
(1) You have all necessary power and authority to accept these Terms, to carry out its obligations hereunder and to consummate the transactions contemplated hereby.
(2) These Terms constitute valid and legally binding obligations of You, enforceable against You in accordance with the provisions, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.
(3) Neither the acceptance of these Terms, nor the consummation of the transactions contemplated hereby, does or will conflict with, violate or constitute a default under (i) any of Your organizational documents, (ii) any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which You are subject or by which any of Your assets or properties are bound, (iii) under any agreement, debt or other instrument to which You is a party or by which any of its assets or properties are bound.
(4) Neither You, nor any of Your staff, employee, officer, contractor, representatives or any person for whom You are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by Office of Foreign Assets Control (“OFAC”) from time to time, or is a person or entity with whom dealings are prohibited or limited under any economic or trade sanctions regimes maintained or enforced by the United States, the European Union, the United Kingdom, the Cayman Islands, or the United Nations; (2) is a Non-U.S. shell bank; or (3) resides in or whose subscription funds are transferred from or through an account in a country or jurisdiction that has been designated as subject to a “call for action” or countermeasures by the Financial Action Task Force on Money Laundering.
(5) You have fully considered Your financial circumstance before You make any payment under the Terms.
(6) You acknowledge that You have read and accepted Terms of Use, Privacy Policy and any related guidance published on this Platform.
1. MINERS
1.1 The price, model specifications, allocation of taxes, limitation of purchase quantity (if any), warranty terms, payment and shipping schedule, and any other related matters shall be determined at Platform’s sole discretion and notified to You in due course.
1.2 Platform makes NO WARRANTIES NOR REPRESENTATIONS regarding the specific information of the Miners, such as specifications, performance, appearance, price, or delivery date. Unless otherwise stated explicitly, all promotional materials, product descriptions, images, and specifications displayed on Platform or other marketing channels before the Official Launch of the Miners are for reference only and shall not constitute a binding offer, warranty or representation of any kind.
2.RESERVATION FEES, DEPOSIT, FINAL PAYMENT, AND CREDITS
2. RESERVATION FEES, DEPOSIT, FINAL PAYMENT, AND CREDITS
2.1 You may make a Reservation by paying a non-refundable reservation fee of USD 1 per Miner via Platform (collectively, “Reservation Fees”). Upon Reservation, You will be entitled to purchase aligned quantity of Miners on a priority base (“Priority Purchase Entitlement”).
2.2 Upon the Official Launch of the Miners, Platform will notify You of the official unit price, available purchase quantity, payment schedule for the balance, purchase instructions, and other essential information. Platform will also grant You priority access to place purchase orders (“Purchase Orders”) and to pay thirty percent (30%) of the total price as the deposit (“Deposit”) within a period determined at Platform’s sole discretion. You may place such Purchase Orders only after completing “know your customer” (“KYC”) verification as required by Platform.
2.3 Payment of the Deposit entitles You to a credit applicable against the official unit price (“Credit”). The exact amount of Credit per Miner shall be determined at Platform’s sole discretion and will be notified to You in writing.
2.4 You shall pay the final Payment within a certain period determined at Platform’s sole discretion. Orders will be shipped only after You have paid the final payment in full. The calculation rule of final payment, including the application rule of Credit will be determined by Platform and notified to You.
2.5 You may determine the quantity of Miners to which Your Priority Purchase Entitlement is applied when placing Purchase Orders. Unused Priority Purchase Entitlements will remain credited to Your account. You may apply such unused Priority Purchase Entitlements to other BTC serial Miners to be launched, in whole or in part.
2.6 Only Purchase Orders placed under Priority Purchase Entitlement will be shipped to Your designated address with priority, pursuant to the payment sequence.
2.7 You agree to bear any handling fee incurred. The amount paid by You shall be subject to the amount actually received by Platform.
3. FORFEIT OF RESERVATION FEES AND DEPOSIT
3.1 You may elect to voluntarily forfeit Your Reservation Fees and/or Deposit. In such case, You expressly acknowledge and agree that the corresponding Reservation Fees and/or Deposit shall be non-refundable.
3.2 Platform shall be entitled to forfeit Your Reservation Fees and/or Deposit and entitlements attached hereto in the event that:
(a) You are in breach of any of Your representations, warranties, or obligations under these Terms or any related agreement;
(b) Platform receives a valid court order, arbitral award, regulatory directive, administrative decision, government notice, law-enforcement request, or any other binding instrument or instruction issued by a competent authority evidencing Your violation of applicable laws or regulations;
(c) Platform receives sufficient evidence to believe at its sole discretion that You conducted, or are conducting illegal activities in violation of applicable laws and regulations;
(d) Platform receives sufficient evidence to believe at its sole discretion that Your purchase of Miners or Your assignment of Reservation Fees and entitlements attached hereto constitute violation of applicable laws and regulations;
(e) You agree on such forfeit via other binding document between You and Platform.
4. CANCELLATION BY PLATFORM
4.1 Platform reserves the right to cancel Reservation orders and Purchase Orders due to its insufficient production capacity.
4.2 In the event of cancellation of Reservation orders, You may elect either (a) to retain the corresponding Reservation Fees and entitlements attached hereto applicable to subsequent purchase opportunities to be announced by Platform, or (b) to receive a refund of corresponding Reservation Fees.
4.3 In the event of cancellation of Purchase Orders, You could receive a refund of corresponding Deposit.
5. NO REFUND
5.1 Unless otherwise contemplated under these Terms, all paid Reservation Fees are non-refundable.
5.2 Unless otherwise contemplated under the Terms, any paid Deposit is non-refundable. In the event that You have paid a Deposit but fail to pay the final payments in accordance with the Terms, Your paid Deposit shall be applied against the official unit price of the Miners, and the corresponding whole number of Miners only (if any) shall be shipped to Your designated address in ordinary sequence. Any remaining portion of the Deposit that is insufficient to cover the official unit price of one Miner shall be carried forward to your outstanding order and will be applied only after you make up the balance to cover the official unit price of one Miner.
5.3 Refunds may only be granted if the Purchase Orders are canceled due to insufficient production capacity, or as otherwise required by applicable laws and regulations.
6. ASSIGNMENT OF RESERVATION FEES AND ENTITLEMENTS
6.1 Subject to the assignment functionality being made available on the Platform, You may assign Your unused Reservation Fees together with the entitlements attached thereto to another Platform user.
6.2 All assignments must be carried out exclusively through Platform.
6.3 Both assignor and assignee must:
(a) have registered an account on the Platform;
(b) have complete KYC verification; and
(c) have accepted and agreed to be bound by these Terms.
6.4 The frequency of assignment and transfer fee shall be determined at Platform’s sole discretion.
6.5 You affirm that assignment of Reservation Fees and attached entitlements shall not violate any applicable laws and regulations.
7. Restrictions and Obligations
7.1 You shall not use the products or services provided by Platform to engage in any activities that violate applicable laws and regulations. You shall not use the products or services provided by Platform to:
(a) support, incite or participate in any terrorist activities;
(b) participate in any money laundering activities;
(c) fabricate or distort facts, spread rumors, and disrupt social order;
(d) promote or produce obscene, violent and/or terrorist content; or
(e) participate in any other activities that violate applicable laws and regulations.
7.2 You agree to comply with all applicable laws and regulations, the Terms and all rules and policies announced by Platform from time to time regarding the use of the products or services provided by Platform.
7.3 You agree to provide all documentation and other information reasonably requested by Platform from time to time in its sole discretion under its applicable KYC and anti-money laundering rules and policies. You undertake that such documents and information provided by You are true, accurate and complete and do not contain and will not contain any statement that is false or misleading.
7.4 You shall be fully liable for the security of your account and password (or other security devices). Any application or order submitted through your account is deemed to have been executed and agreed upon by yourself. If Your account, password or other information is used fraudulently or illegally not due to Platform’s fault or gross negligence, We are not responsible for any risks and losses arising therefrom. If You suspect that Your account, password or other information has been fraudulently or illegally used, You shall notify Platform immediately.
7.5 You agree and represent that the source of your funds used to reserve and/or purchase Products is legal and compliant. You are fully responsible for any freezing or confiscation of Your funds that is not caused by Platform.
7.6 You agree that You shall fully assume the relevant tax obligations arising from the Reservation and/or the purchase of the Miners.
7.7 You undertake that your purchase and use of the Miners do not violate applicable laws and regulations of the country or region under which You are based in, or where the Miners are operated, and that You shall not resell any Miner which You have purchased in breach of any applicable laws. You further undertake to fully indemnify Platform from and against any damages, breaches, fines, charges or penalties which Platform may suffer arising from or in connection with any breach by You of any applicable laws.
7.8 You agree and represent that You are making the Reservation and purchasing the Product only for your own benefit and that You are not making the Reservation or purchasing the Product on behalf of others or for the benefit of any third parties.
7.9 You agree to contact Platform immediately if You find or suspect any fraud or misconduct by any third party making the Reservation and/or purchasing the Miners.
7.10 Unless obtained prior written consent from Platform, You may not register multiple accounts on Platform in any circumstances. You shall not register multiple accounts in order to obtain profits, rewards or coupons.
7.11 You may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account or password. Platform shall not be liable for any loss or damage arising from your failure to comply with these obligations.
7.12 You should not participate in any activities that may adversely affect the products provided by Platform and/or the security of Platform.
7.13 You shall not use any method (such as Proxy, Tor, VPN, etc.) to block your Internet traffic and IP addresses or use other technical services that may hide the user's real Internet connection.
7.14 Intellectual property rights of any content displayed on Platform’s website, including but not limited to articles, pictures, news, materials, website structure, website layout, website design, unless otherwise specified, are entirely owned by Platform or Platform’s licensor (if any). You shall respect the intellectual property rights of Platform or Platform’s licensor (if any).
7.15 Platform hereby grants You a limited, non-exclusive, revocable, non-transferable and non-sublicensable license during the term of the Terms to make Reservation under the Terms. Platform or its licensor reserve all rights, titles and interests in and to the services they provide, including all source code, object code, data, information, and their copyright, trademark, patent, invention and trade secrets, as well as all other rights not expressly granted to You under the Terms. The Terms do not constitute a waiver of any Platform’s rights under laws and regulations of any other jurisdiction or any other federal, state or foreign law.
7.16 You shall neither engage in any activities in the name of Platform nor use the information/data obtained from Platform without prior written authorization from Platform.
7.17 For any data or information that We provide to You during the period in which You make Reservation, You agree:
(a) that such data or information is only used for the purpose specified in the Terms and in compliance with all applicable laws;
(b) not to transfer, transmit, display or otherwise disclose or make available such data or information (excluding public information) to third parties except required by applicable laws and regulations; and
(c) not to improve or modify such data or information, nor to use such data or information to make derivatives or use in combination with any other information without Platform’s prior written consent.
7.18 You represent, warrant and undertake that for any personal data that You are disclosing to Platform, You would have, prior to disclosing such personal data, complied with applicable data protection laws, including obtaining the appropriate consent from the individuals to whom the personal data relates and is being disclosed, in order to:
(a) permit You to disclose such individuals’ personal data to Platform for the purposes of the Reservation and/or the purchase of the Miners; and
(b) permit Platform and/or its affiliates to collect, use, disclose and/or process the personal data for the purposes of the Reservation and/or the sale of the Miners.
7.19 Platform may disclose any user content or electronic communication of any kind under the following circumstances:
(a) to satisfy any law, regulation, or government request;
(b) if such disclosure is necessary or appropriate to process the Reservation and the purchase of the Miners, and operate Our website; or
(c) to protect the rights or property of Platform and/or its affiliates, Our users and/or You.
7.20 You shall not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to Platform (including any of Our subsidiaries, affiliates, officers, directors, employees, partners or stockholders); provided that nothing in this paragraph shall preclude You from making truthful statements or disclosures that are required by applicable laws, regulations or legal process.
7.21 Neither You, nor any of Your staff, employee, officer, contractor, representatives or any person for whom You are acting as an agent or nominee, as applicable
(1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by Office of Foreign Assets Control (“OFAC”) from time to time, or is a person or entity with whom dealings are prohibited or limited under any economic or trade sanctions regimes maintained or enforced by the United States, the European Union, the United Kingdom, the Cayman Islands, or the United Nations;
(2) is a Non-U.S. shell bank; or
(3) resides in or whose subscription funds are transferred from or through an account in a country or jurisdiction that has been designated as subject to a “call for action” or countermeasures by the Financial Action Task Force on Money Laundering.
7.22 You agree that Platform reserves the right to restrict the shipment of the Miners to certain countries or regions in accordance with relevant laws and regulations, Platform’s compliance obligations, and/or internal risk control policies. For the avoidance of doubt, the fact that Platform does not restrict shipments to a particular country or region does not mean that it is lawful to reserve, purchase, or use the Miners in that country or region. It is your responsibility to ensure that your Reservation, purchase, and/or use of the Miners does not violate any applicable laws and regulations; otherwise, you should not reserve, purchase, and/or use the Miners.
8. SUSPENSION, TERMINATION OF ORDERS AND ACCOUNT
8.1 You agree that Platform may, in its sole discretion and without prior notice, suspend or terminate your Reservation orders, Purchase Orders, and your current and/or future access to your account if Platform determines that you have violated the Terms or other agreements or guidelines which may be associated with your use of the website and/or your Reservation (“Breach of the Terms”). Without limiting any general liability and indemnity provisions that are set out in this Agreement, you shall be liable for all losses of Platform caused by your Breach of the Terms. When Platform determines that your Breach of the Terms has occurred, Platform may withhold from amounts otherwise due and payable to you its losses caused by your Breach of the Terms. You also agree that any Breach of the Terms by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to Platform, for which monetary damages would be inadequate, and you consent to Platform obtaining any injunctive or equitable relief that Platform deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Platform may have at law or in equity. You agree that Platform will not be liable to you or to any third party for suspension or termination of your access to our website as a result of any of your Breach of the Terms.
8.2 If Platform reasonably suspects that You make Your Reservation orders and/or Your Purchase Orders in an illegal, fraudulent, or other improper manner, Platform shall have the right to suspend or freeze Your Reservation orders, Your Purchase Orders and/or Your account until the Your can provide proof of compliance to Platform’s satisfaction.
9. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Platform, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:
(a) any breach of representation, warranty, or obligation under the Terms or any related agreement by You and Your respective officers, directors, employees, agents, and representatives; or
(b) any negligence, willful misconduct, or fraud by You and Your respective officers, directors, employees, agents, and representatives.
10. LIMITATION OF LIABILITY
10.1 You hereby understand and agree: unless it is expressly agreed in writing by Platform in advance, under any circumstances Platform shall not be liable for the following events and the User’s losses due to the following events:
(a) loss of trading profits;
(b) service interruption not caused by Platform’s intentional misconduct;
(c) damage or loss of information/data not caused by Platform’s intentional misconduct;
(d) implementation or change of laws, regulations and policy factors;
(e) that You are restricted under Platform’s compliance obligations and/or internal risk control policies based on the information provided by You (including but not limited to the personally identifiable information, financial information and digital asset wallet address);
(f) loss caused by Your fault or violation of the Terms (including but not limited to providing inaccurate information to Platform, leaking password to third parties, etc.);
(g) other events not controlled by Platform.
10.2 To the maximum extent permitted by law, Platform shall not be liable for any indirect, incidental, special, or consequential damages arising from or related to the activities contemplated under these Terms.
10.3 Platform’s total aggregate liability shall not exceed the total amount actually received from You under these Terms.
11. Force Majeure
Platform shall be liable or responsible, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms when and to the extent such failure or delay is caused by or results from acts beyond Platform’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement:
(a) acts of God;
(b) flood, fire, earthquake or explosion;
(c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest;
(d) government order or law;
(e) actions, embargoes or blockades in effect on or after the date of this Agreement;
(f) action by any governmental authority;
(g) national or regional emergency;
(h) strikes, labor stoppages or slowdowns or other industrial disturbances;
(i) epidemic, pandemic or similar influenza or bacterial infection (which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic, or serious illness);
(j) emergency state;
(k) shortage of adequate medical supplies and equipment;
(l) shortage of power or transportation facilities; and
(m) other similar events beyond the reasonable control of the Impacted Party.
12. GOVERNING LAW AND DISPUTE RESOLUTIONS
12.1 This Agreement shall be governed and construed pursuant to the laws of Hong Kong without reference to conflict of laws.
12.2 In the event of any dispute, claim or controversy between or among the parties to this Agreement arising out of or relating to this Agreement or any breach thereof, including, without limitation, any claim that this Agreement or any of its parts is invalid, illegal or otherwise voidable or void, whether such dispute claim or controversy sounds in contract, tort, equity or otherwise, and whether such dispute, claim or controversy relates to the meaning, interpretation, effect, validity, performance or enforcement of the Agreement, such dispute, claim or controversy shall be settled by and through an arbitration proceeding to be administered by Hong Kong International Arbitration Centre (“HKIAC”), in accordance with the arbitration rules of HKIAC.
12.3 The arbitrability of any such dispute, claim or controversy shall likewise be determined in such laws and such arbitration. Such arbitration proceeding shall be conducted in as expedited a manner as is then permitted by the arbitration rules (formal or informal) of the HKIAC. Both the foregoing agreement of the parties to this Agreement to arbitrate any and all such disputes, claims and controversies and the results, determinations, findings, judgments and/or awards rendered through any such arbitration shall be final and binding on the parties hereto and may be specifically enforced by legal proceedings.
13. NO AGENT
You acknowledge that You are an independent legal entity. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, fiduciary, or employment relationship between You and Platform. You shall be solely responsible for your own employees, agents, and operations.
14. AMENDMENTS
Platform reserves the right, at its sole discretion, to amend or modify these Terms at any time. You are responsible for regularly reviewing these Terms to stay informed of the latest modifications. Unless otherwise specified, such amendments shall become effective immediately upon being published on the Platform’s website. Your continued Reservation of products or participation in the purchasing process after the publication of such amendments shall constitute Your acceptance of and agreement to the amended Terms.
15. MISCELLANEOUS
15.1 You agree that any third-party links provided by Platform is for convenience and reference only. Platform’s provision of these third-party links does not mean that it confirms these links and the content displayed on these links. Since these third-party links are not controlled by Platform, We cannot guarantee that Your access to such links is safe and virus-free. Platform is not responsible for any loss caused by Your accessing such third-party links and any other third-party links not controlled by Platform.
15.2 If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. Platform will replace the invalid provision with a valid one that achieves the original intent to the greatest extent possible.
15.3 The English version of the Terms shall prevail.
15.4 Any matters not explicitly provided for in these Terms shall be subject to Platform’s notification, disclosures on its website and other related guidance issued by Platform.