1 CODEX SERVICES.
1.1 Codex Soft Node
Codex Soft Node is a computer software and/or hardware system connected to the Bitcoin Blockchain. The Codex Soft Node supports and maintains the Bitcoin Blockchain cryptography and confirming transactions on the Bitcoin Blockchain, which produces a digital reward known as BTC. At the option of the User, the Codex Soft Node may be recommissioned by the User to support other blockchains or other technologies. In addition, CONNECT users of Codex products and/or services are subject to the terms and policies outlined on www.codexunited.com.
1.2 Codex Box™.
Codex Box is a customized computer that uses an integrated circuit to specifically mine cryptocurrency—a cryptocurrency miner. The speed at which the Codex Box completes a specialized computation and attempts to accurately identify a particular number set is known as the computing Hash Rate (“Hash Rate”). The first miner to successfully identify the designated number set creates a new block, which is added to the blockchain. Based on what is known as the Proof-of-Work protocol, which calculates mining Hash Rate, the miner receives a block reward in the form of cryptocurrency. Statistically, the odds of a single miner successfully identifying the designated number set and receiving the block reward is quite low. Accordingly, miners can choose to join a mining pool. A cryptocurrency mining pool calculates the Hash Rate of each participating miner. When a designated number set is successfully identified by one of the miners in the pool, the pool receives the cryptocurrency reward. The reward is then split and portioned out among members of the mining pool based on the Proof-of-Work protocol.
2. PAYMENT TERMS.
2.1. Annual License and Monthly Service Fees.
The User shall pay Codex a one-time Codex Box equipment fee and monthly service fee(s) for Codex Services.
2.2. Equipment Purchase.
The User shall enter into an Equipment Purchase Agreement with Codex for the purchase of a Codex Box.
2.3. Maintenance and Hosting Fees.
The User may enter into a hosting agreement with Codex or any other third-party hosting company not affiliated with Codex. The User may be required to pay certain data center operations maintenance and power fees (“Maintenance Fees”).
2.4. Blockchain Transaction Fees.
The delivery and receipt of any of the User’s cryptocurrencies is subject to network or transaction fees charged by the blockchain associated with the User-selected algorithm (“Blockchain Transaction Fees”). Blockchain Transaction Fees are paid to emit, record, verify, and process a transaction on the blockchain and not retained by Codex. Any withdrawal or transfer from Codex Services is subject to Blockchain Transaction Fees.
2.5. Other Third-Party Fees.
Certain digital wallets, wallet addresses, tools, and third-party software and devices (“Third-Party Fees”) used by the User may also charge the User a fee, including a per transaction or transfer fee. The User is responsible for being aware of and satisfying any such fee. The User should note that any such fees may significantly reduce the User’s rewards and therefore the User is responsible for managing the selection, use, rate and frequency of their receipt of rewards to any such Third-Party Fees.
The User is responsible for any taxes, and the User will pay for Codex Services without any reduction for taxes. If the User is required by law to withhold any taxes from its payments to Codex, the User must provide Codex with an official tax receipt or other qualified documentation to support such withholding including value added tax (“VAT”), or similar tax, if applicable. The User will be liable to pay (or reimburse Codex) for any taxes, interest, penalties or fines which may arise from any mis-declaration made by the User. The User shall pay Codex for all taxes and governmental fees Codex is required to collect or pay upon sale or delivery of Codex Services.
POTENTIAL USERS OF DIGITAL OR VIRTUAL CURRENCIES, INCLUDING BUT NOT LIMITED TO BITCOIN, ARE FOREWARNED OF POSSIBLE FINANCIAL LOSS AT THE TIME SUCH CURRENCIES ARE EXCHANGED FOR FIAT CURRENCY DUE TO AN UNFAVORABLE EXCHANGE RATE. MOREOVER, A FAVORABLE EXCHANGE RATE AT THE TIME OF EXCHANGE MAY RESULT IN A TAX LIABILITY. USERS SHOULD CONSULT A TAX ADVISOR REGARDING ANY TAX CONSEQUENCES ASSOCIATED WITH THE PURCHASE, SALE, EXCHANGE, OR OTHER USE OF DIGITAL OR VIRTUAL CURRENCIES.
3. USER OBLIGATIONS
3.1. Algorithm Strategy Selection.
The User is responsible for the selection of the algorithm strategy and understands and accepts the risks associated with blockchain technologies, cryptographic currencies, and cryptocurrency mining.
3.2. Software and Equipment Allocation
The User is responsible for the allocation of the User’s equipment and selected optimization strategies. The User acknowledges that Codex is not responsible for the selection or timing of cryptocurrencies to be mined, nor is Codex responsible for the protocols selected for use, in connection with Codex Services. The User is solely responsible for these decisions and shall monitor and allocate strategies through the dashboard. The User acknowledges that the difficulty of mining may vary and will likely increase over time.
3.3. Digital Wallet and Private Keys
The User represents and warrants that the User is familiar with and accepts the risks associated with digital wallets and private keys. The User’s digital wallet may require a private key, or a combination of private keys, for access (as applicable). Accordingly, loss of requisite private key(s) associated with the User’s digital wallet cryptocurrencies will result in loss of such cryptocurrencies, access to the User’s cryptocurrencies balance and/or any initial balances on the blockchain. Moreover, any third-party that gains access to such private key(s), including by gaining access to login credentials of the User’s wallet, may be able to misappropriate the User’s cryptocurrencies. Codex shall not be responsible for any such losses.
3.4. Log-in Credentials
The User represents and warrants that the User is responsible for the preservation of confidentiality of the User’s login credentials. Codex login credentials generated by Codex Services are for the User’s internal use only and the User is strictly prohibited from selling, transferring, or sublicensing them to any other entity or person.
3.5. Blockchain Network Risk
The User represents and warrants that the User accepts the risks of blockchain protocol and network, including instability, congestion, high transaction costs, network latency, information security, regulatory risk, and technological and operational error. The User understand these risks may result in delay or failure to process transactions, failure to generate Hash Rate, and potentially high Blockchain Transaction Fees and Third Party Fees. The User represents and agrees that Codex is not responsible for any diminished Codex Services, related features, or capabilities resulting from blockchain network risk. In the event of a material increase or decrease to Blockchain Transaction Fees, Third Party Fees, or operational degradation, congestion, failure or other disruption of the blockchain network used by the User, Codex may, at its sole discretion and upon notice to the User, increase or decrease the threshold to deliver the User’s cryptocurrencies.
3.6. Blockchain Modification Risk
The User represents and warrants that the User is familiar with and accepts the risks associated with blockchain development and code changes, including the risks described herein. Blockchain technologies are still under development and may undergo significant changes over time. Blockchain contributors may make changes to features and specifications of the algorithm selected by the User. Such changes may include or result in the elimination or support for specific algorithms and applications.
3.7. Proof-Of-Work Replacement Risk
In addition to blockchain modification risk, blockchain contributors may also modify the cryptographic verification process such that the blockchains can no longer be verified through Proof-of-Work and instead adopt Proof-of-Stake methodologies. The User accepts and acknowledges such risk and shall allocate the User’s Hash Rate to other available blockchains and mining processes that use Proof-of-Work methodologies. The User further acknowledges that certain blockchain algorithms have no alternative blockchain applications that support Proof-of-Work mining and any such switch from Proof-of-Work to Proof-of-Stake would result in no applicable use of the User’s Hash Rate.
3.8. Trade Compliance
User shall comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to European Union and U.S. companies, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control and the European Union’s Common Foreign and Security Policy (collectively, “Trade Sanctions Laws”). The User represents and warrants that the User and the User’s financial institutions, or any party that owns or controls the User or the User’s financial institutions, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign as Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.
Codex may suspend or terminate the User’s right to access or use Codex Services immediately and without notice if: (i) Codex determines the User’s use of the Codex Services poses a security risk to Codex Services or any third party, could adversely impact Codex, Codex Services or any other Codex users, could subject Codex, its affiliates, or any third party to liability, or could be fraudulent; (ii) the User is in breach of these Terms & Conditions; (iii) the User initiated a chargeback or dispute with respect to any payment or purchase of the Codex Service; or (iv) the User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
4.2. Effect of Suspension.
If Codex suspends the User’s right to access or use any portion or all of the Codex Services, the User shall remain responsible for all fees and charges the User incurs during the period of suspension, including any Maintenance Fees and Blockchain Transaction Fees; and the User may be in violation of the User’s hosting agreement or the blockchain protocols, which may prevent or limit the User’s entitlement to any results or rewards that may have occurred during the period the User’s use of the Codex Services was temporarily suspended.
4.3. Effect of Termination
If Codex terminates the User’s right to access or use any portion or all of the Codex Services, then all of the User’s rights under these Terms & Conditions immediately terminate and the User shall remain responsible for all Service Fees owed to Codex incurred through the termination date.
5. CONFIDENTIAL INFORMATION
The User may not disclose confidential information, except to agents or professional advisors who need to know it and who have agreed in writing to keep it confidential. The User shall ensure that those persons and entities use the received confidential information only to exercise rights and fulfill obligations under these Terms & Conditions, while using reasonable care to maintain the confidentiality of such information.
The User is permitted to state publicly that it is a customer of Codex, consistent with any Trademark Guidelines which may be adopted by Codex from time to time. If the User wants to display Codex in connection with its use of Codex Services, the User must obtain written permission from Codex. The User shall not issue any press release or make any other public communication with respect to these Terms & Conditions or the User’s use of Codex Services.
7. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants that: (i) it has full power and authority to enter into these Terms & Conditions; and (ii) it will comply with all laws and regulations applicable to its provision or use of Codex Services.
8. DISCLOSURES & RISKS
8.1 Notification. Codex hereby provides notice regarding certain disclosures and risks associated with virtual currency and Blockchain technology. Codex Services are not an investment product, and no action, notice, communication by any means, or omission by Codex shall be understood or interpreted as such. Codex has no influence whatsoever on any blockchain, the mining of cryptocurrencies, or associated rewards. Ownership of a Codex Box or use of Codex Services does not represent or constitute any ownership right or stake, share or security, debt or equivalent right, or any right to receive any future revenue or form of participation in or relating to the any blockchain or cryptocurrency.
8.2 Virtual Currency. Digital and virtual currencies are not considered legal tender, are not issued or backed by any government, and have fewer regulatory protections than traditional currency. Moreover, virtual currency accounts are not insured against theft or loss by any insurance corporation or services investor protection, including the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
8.3 Market Risk. The value of digital and virtual currencies is derived from supply and demand in the global marketplace, which can rise or fall independent of any government currency. Holding digital and virtual currencies carries exchange rate and other types of risk. The value of virtual currencies may be derived from the continued willingness of market participants to exchange traditional government currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market disappear. The volatility and unpredictability of the price and value of virtual currencies, relative to government currency, may result in significant loss over a short period of time. Codex cannot guarantee or warrant the value of any cryptocurrency or blockchain reward, and explicitly warns the User that that there is no reason to believe that any cryptocurrency or blockchain reward will increase in value, and that they may hold no value, decrease in value, or entirely lose value.
8.4. Regulatory Risk. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currencies and blockchain rewards.
8.5 Technology Risk. Virtual currency transactions may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions are deemed to be made when recorded on a public ledger, which may not necessarily be the date or time the user initiated the transaction. The nature of virtual currencies may lead to an increased risk of fraud or cyber-attacks.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEX, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. CODEX, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION, FAILURE TO STORE, OR ANY LOSS OF ANY USER DATA, INCLUDING BLOCKCHAIN DATA AND CRYPTOCURRENCY REWARDS DERIVED, MAINTAINED, OR TRANSMITTED THROUGH USE OF CODEX SERVICES. THE USER IS SOLELY RESPONSIBLE FOR SECURING ITS CUSTOMER DATA AND CRYPTOCURRENCY REWARDS. NEITHER CODEX, ITS AFFILIATES, NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR CODEX SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. CODEX, ITS AFFILIATES, AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES OR OPPORTUNITY COSTS RESULTING FROM BLOCKCHAIN NETWORK AND PROTOCOL OR THIRD-PARTY SOFTWARE ISSUES, WHICH MAY IN TURN RESULT IN THE INABILITY TO PROCESS TRANSACTIONS ON ANY BLOCKCHAIN AT ALL OR WITHOUT INCURRING SUBSTANTIAL FEES.
10. LIMITATION OF LIABILITY
10.1. Limitation of Indirect Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEX, THE USER, AND CODEX SUPPLIERS, SHALL NOT BE LIABLE UNDER THESE TERMS & CONDITIONS FOR LOST REVENUES, OPPORTUNITY COSTS, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF CODEX KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO VIOLATIONS OF CODEX’S INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATION OBLIGATIONS, OR THE USER’S PAYMENT OBLIGATIONS.
10.2. Limitation of Amount of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER CODEX NOR ITS AFFILIATES OR SUPPLIERS, MAY BE HELD LIABLE UNDER THESE TERMS & CONDITIONS FOR MORE THAN THE AMOUNT PAID BY THE USER TO CODEX UNDER THESE TERMS & CONDITIONS, MINUS ANY CRYPTOCURRENCIES GENERATED OR RECEIVED BY THE USER AS A RESULT OF THE USE OF CODEX SERVICES.
Unless prohibited by applicable law, the User will defend and indemnify Codex and its Affiliates against any settlement amounts approved by the User and damages and costs finally awarded against the User and its affiliates by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding) to the extent arising from the User’s use of Codex Services.
The User will not assign or otherwise transfer the User’s rights and obligations under these Terms & Conditions, without the prior written consent of Codex, which may be unreasonably withheld. Any assignment or transfer in violation of this section will be void. Codex may assign these Terms & Conditions without the User’s consent (i) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (ii) to any Affiliate or as part of a reorganization; and effective upon such assignment, the assignee is deemed substituted for Codex as a party to these Terms & Conditions and Codex is fully released from all of its obligations and duties to perform under these Terms & Conditions. Subject to the foregoing, these Terms & Conditions will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns. The User may not merge these Terms & Conditions with any other agreements with which Codex may be a party.
Any dispute, controversy, difference or claim arising out of or relating to these Terms & Conditions or relating in any way to the User’s use of Codex Services, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms & Conditions the parties may agree to first attempt mediation before a single mediator, in accordance with the Utah Mediation Act to be held in the State of Utah, Salt Lake County, USA. If the parties do not agree on mediation, the matter shall be referred to and finally resolved by one arbitrator administered by a court of competent jurisdiction in the state of Utah, Salt Lake County in accordance with the American Arbitration Association rules and procedures. The arbitrator’s decision is final and binding on the parties, and enforceable in a court of competent jurisdiction. The prevailing party shall be entitled to costs and reasonable attorneys’ fees for the arbitration.Any disputes beyond the scope of the arbitration provision that may arise shall be exclusively subject to state or federal courts located in the State of Utah, Salt Lake City, USA. The User and Codex consent to personal jurisdiction in those courts. Notwithstanding the foregoing Codex and the User agree that Codex may bring suit in court to enjoin infringement or other misuse of Codex’s intellectual property rights. The law of this arbitration clause shall apply Utah law where available and applicable. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER ACKNOWLEDGES THAT, BY AGREEING TO THESE TERMS, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
12.3. Entire Agreement.
These Terms & Conditions sets out all the terms agreed between the parties and supersedes all other agreements between the parties. In entering into these Terms & Conditions, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms & Conditions.
12.4. Force Majeure.
Codex and its affiliates will not be liable for any failure or delay in performance of obligation under these Terms & Conditions where the failures or delay results from any cause beyond our reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).
12.5. Governing Law.
Any claim or dispute between the User and Codex arising out of or relating to the User’s use of the Codex website, Codex Services, or these Terms & Conditions, in whole or in part, shall be governed by the laws of the State of Utah, United States of America without respect to its conflict of laws provisions. The 1980 United Nations Conventions on Contracts for the International Sale of Goods does not govern these Terms & Conditions.
All communications and notices made or given pursuant to these Terms & Conditions must be in the English language. If we provide a translation of the English language version of these Terms & Conditions, the English language version will control if there is any conflict.
12.7. Notices to the User and Codex.
Codex may provide any notice to the User under these Terms & Conditions by: (i) posting a notice on the Codex website; or (ii) sending a message to the email address then associated with the User’s account. Notices provided on the Codex website will be effective upon posting and notices provided by email will be effective when the email is sent. It is the User’s responsibility to keep the User’s email address current. To give Codex notice under these Terms & Conditions, the User must contact Codex by email@example.com. Codex may update the address for notices by posting a notice on the Codex website.
If any portion of these Terms & Conditions is held to be invalid or unenforceable, the remaining portions will remain in full force and effect.