Cudo Ventures Limited
User Terms and Conditions
Version dated: 12 September 2018
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 websites (the Terms) carefully before using the services available on them which are provided by Cudo Ventures Limited (CVL, we, us, our 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.
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 and transactions you undertake in respect of your Mining and any other activity using the CVL Software in accordance with these Terms.
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 Period: The initial commitment period of 36 months or subsequent renewal period of 12 months as detailed in section 10.
Computational Resource/s: is the processing power of a User’s Mining Hardware to carry out computational tasks (and for the purposes of these Terms, Mining) which is related to the hardware’s memory, storage, GPU and/or CPU resources.
Content: Has the meaning given to it in section 19.1.
CPO: commitment period option, which has the meaning given to it in section 9.
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 Software: includes the Web Browser Software and means the software developed by CVL that enables Users to:
- carry out Mining and/or Web Browser Mining (as applicable); and/or
- sell or purchase Computational Resource.
- 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).
Donations: Donations to Charities by Users in accordance with section 8.
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.
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 Mining Hardware used for Mining operates, which can be from more than one Mining 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 Hardware: any hardware device used for Mining including, but not limited to, mobile phones, laptop computers, tablets, desktop computers, workstations, servers or any other devices capable of running the CVL Software.
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: please see Network Fork.
Overclock/ing: 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.
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 requester (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.
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.
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 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 that can be used for Mining;
(iii) enable Users to participate in CVL Pools;
(iv) enable Web Browser Mining.
- 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.
- the provision of CVL Software for Users to download and:
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.
SS: Subscription Service is a service where a user must pay a subscription price to have access to the product or service.
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.
White Label Partners: has the meaning given to it on section 12.1.
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.
4.1 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.
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 Mining Hardware to the Services via their Accounts or by contacting Customer Services;
(iv) setting up Web Browser Mining.
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; 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 Mining Hardware (or any software errors related thereto);
(ii) Network errors
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.
5.9 In order to use the Services you must:
(i) install and run the CVL Software on your Mining 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 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 Mining Hardware from the CVL Pool or Services at any time. CVL reserves the right to refuse access to any Mining Hardware once the Mining 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 Mining Hardware from the Services; or
(ii) a restart fee for any Users that have disconnected their Mining 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 Mining 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 Mining Hardware without the knowledge or awareness of the owner(s) of such Mining 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 5.15or in any other way reasonably deemed by CVL to be a misuse or malicious use of Mining 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: sll 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.
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 Mining and achieve faster Rewards than if the resources were not pooled.
6.2 The option to participate in a CVL Pool will be made available on your Account, and this will set out the further requirements and conditions that need to be met in order to participate.
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 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 Mining 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.
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 Periods
10.1 For Charities, there are two 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. This commitment period option (“CPO”) includes additional benefits with no subscription fee, which include:
(iii) assistance with promotion and marketing by CVL;
(iv) revenue share from the CVL Charity Pool as applicable;
(v) the provision of a Virtual Currency Wallet address for donations; and
(vi) ability to have revenue share from the Charity Pool.
10.2 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 services during the period to generate funding or revenue.
10.3 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.
10.4 The Commitment Period will automatically renew at the end of each Commitment Period for an additional 12 months’ Commitment Period.
10.5 If, in breach of this agreement, the Charity uses a third parties’ Virtual Currency Mining 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.
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 Mining Hardware onto which you are installing it.
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.
12. White Label Services
12.1 The Services can be provided as a White Label Service if you are:
(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 Please contact Customer Services for more details on how to become a White Label Partner and provide White Label Services.
12.4 Charities agree not to adjust, amend or introduce any computer virus or malicious code or instructions into the CVL Software.
12.5 Revenue generated from CVL Software is paid out minus our fees and any Network or exchange fees.
12.6 For integration into your third party service, you must provide a relevant and unique user ID for each User Account.
12.7 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 or unallocated funds.
12.8 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.
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.
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 Mining Hardware which does not have an appropriate or suitable cooling system for all hardware components of the Mining Hardware;
(ii) that any of the Mining 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 Mining 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 Mining 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 Mining Hardware shall put strain on it and puts it at risk of hardware failure;
(vi) you will not Overclock any Mining 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 Mining 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;
(D) DNS hijacking;
(E) brute force;
(F) sybil attacks;
(I) malware attacks;
(J) mining attacks; or
(K) consensus-based attacks.
(xvi) 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.
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.
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;
- 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, which include, but are not limited to:
- Mining software;
- Resource sharing;
- Mining Pools;
- Blockchain technology;
- Virtual Currencies;
- 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. Purchasing 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 (a Purchase).
15.2 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 such as Mining;
- 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.
15.3 You can sell Computational Resource via your Account or the CVL App or by contacting Customer Services, where you will be informed of and agree to, the relevant pricing.
15.4 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.
15.5 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.
15.6 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.
15.7 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.
15.8 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;
- 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.
15.9 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.
16.1 Fees are listed in the relevant sections of your Account. 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.
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.
16.4 Subscription fees may apply to certain services and will be made available prior to such subscription. Any fee change will become effective at the end of the then-current billing cycle or within the relevant fee period.
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.
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.
17.3 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.
18.1 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.
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 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.
21.1 We may terminate or suspend your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
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 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.
21.5 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.
- Accounts which are inactive for longer than 12 months, with no login and no Mining 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 donation.
22.1 You agree to defend, indemnify and hold free from all or any liability CVL and its licensee(s) and licensors, and their employees, contractors, agents, officers and directors, 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;
- a breach of these Terms; or
- Content posted, in whichever forum, on or about the Services.
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.
24.1 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.
25.1 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 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.
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 non-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