This Pickaxe Hardware Purchase Agreement (this “Agreement”) contains the terms and conditionsthat govern your purchase of Mining Hardware (as defined below) through minepickaxe.com (the“Site”) and is an agreement between Pickaxe Mining Inc. (“Pickaxe,” “we,” “us,” or “our”) and______________________________________________(“Customer,” “Client,” “you,” or “your”). This Agreementtakes effect when you submit your Purchase Order or pay your Received Invoice (the “EffectiveDate”) Customer represents to Pickaxe that Customer is lawfully able to enter into contracts (e.g.,Customer is not a minor). If Customer is entering into this Agreement for an entity, the individualentering into this Agreement on behalf of Customer represents to Pickaxe that it has legal authorityto bind that entity. Please see Section 9 for definitions of certain capitalized terms used in thisAgreement.
1. SALE OF HARDWARE
1. Order of Hardware. The Customer shall place a Purchase Order through Site orthrough other methods accepted by Pickaxe, and such Purchase Order shallconstitute an irrevocable offer to purchase specific Hardware from eitherPickaxe or a third-party seller as such Hardware and third-party seller may bespecified in the Purchase Order. Each Purchase Order shall be subject to theterms of this Agreement, which will be incorporated therein by reference. In theevent of any conflict between the express terms of a Purchase Order and theterms of this Agreement, the express terms of the Purchase Order shall prevailwith respect to that Purchase Order only. The unit hashrate is estimated, thefinal unit hashrate may be changed according to production.
2. Payment, Ownership, and Delivery. The Customer shall make payment inaccordance with the terms specified in Section 2. After the payment is recievedby Pickaxe, ownership of the goods specified in this Purchase Order shall betransferred from Pickaxe to the Customer at the Freeport of Hong Kong. TheFreeport of Hong Kong shall serve as the designated location for the transfer ofownership. Pickaxe shall then arrange for the goods to be delivered to theDelivery Point on behalf of Customer.
3. No Refunds, Returns or Exchanges. The Customer acknowledges and confirmsthat the Purchase Order is irrevocable and cannot be canceled by theCustomer, and that the product(s) and Hardware ordered from Pickaxe are notreturnable, refundable or exchangeable. All sums paid by the Customer toPickaxe shall not be subject to any abatement, set-off, claim, counterclaim,adjustment, reduction, or defense for any reason. Down payment and paymentof the total Purchase Price are not refundable, except only as expressly setforth in Section 6.1 hereof. Refund requests based on shipment delay WILLNOT be accepted if delay is caused by the Manufacturer or any third party,including but not limited to the carrier, customs, or import brokers, nor shall it be liable for damages, whether direct, indirect, incidental, consequential, orotherwise, for any failure, delay or error in delivery of the Hardware for anyreason whatsoever. Further, unless otherwise agreed in writing by Pickaxe,upon arranging for delivery of the Hardware to Customer directly or to anon-Pickaxe hosting facility, such Hardware is ineligible for hosting at aPickaxe Hosting Facility or for any returns, refunds or exchanges. Unlessseparately agreed to between the parties, Pickaxe will not facilitate privatesales of Hardware. Pickaxe cannot and does not guarantee any proposedsales or transfers of Hardware, unless conducted directly through the PickaxeMarketplace, as Pickaxe cannot otherwise ensure proper transfer of Hardware,ensure privately owned Hardware specifications and function, or other detailsof any proposed transaction.
4. Discontinuance. Customer agrees and acknowledges the availability of theHardware is subject to the discretion of the applicable Manufacturer, and thatsaid Manufacturer may modify or discontinue the Hardware at any time.Customer further agrees and acknowledges that Pickaxe shall have no liabilityfor any unavailability of, modifications to, or discontinuation of the Hardwareby the applicable Manufacturer or Pickaxe’ supplier.
2.PAYMENT TERMS AND TAXES
1. Purchase Price. The Purchase Price for the Hardware is as reflected in thePurchase Order. Unless otherwise set forth in the Purchase Order, the Customermust pay the entire balance of the Purchase Price prior to the Hardwaretransferring title to the Customer. Unless otherwise set forth on a PurchaseOrder, the price for the Hardware excludes all packaging costs, transportationcosts, freight, insurance, or any required federal, state, or local sales, use, orother taxes , duties, export or custom charges, VAT charges, brokerage, or otherfees, for which Customer shall be fully responsible. Customer shall be solelyresponsible for determining whether any use tax is due on the purchase and forremitting any such taxes to the appropriate tax authorities in accordance withapplicable laws and regulations. Pickaxe shall not be liable for any use taxobligations incurred by the Customer in connection with this transaction.Customer agrees to indemnify and hold harmless Pickaxe from and against anyclaims, damages, or liabilities arising from the Customer's failure to comply withtheir use tax obligations. This clause shall survive the termination or expirationof this contract.
2. Payment. Customer shall pay the Purchase Price in U.S. Dollars (USD) or cryptocoins (USDT,BTC, etc) during the checkout process or according to thePurchase Order. Pickaxe is under no obligation to reserve the Hardware for theCustomer and will be able to freely sell the Hardware to another party until fullpayment is received according to the Purchase Order. If Pickaxe is unable todeliver the Hardware for any reason, Pickaxe will return the entire PurchasePrice allocable to such Hardware not delivered to Customer. Under nocircumstance will any billing error affect the Customer’s obligation to pay thePurchase Price to Pickaxe. Customer expressly authorizes to place and, uponpayment in full of the Purchase Price, pay for such order. EXCEPT ASOTHERWISE PROVIDED FOR HEREIN, CUSTOMER ACKNOWLEDGES THATPICKAXE IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON.Customer hereby grants to Pickaxe a purchase money security interest in allHardware and all inventory of the Customer acquired from Pickaxe or hereafter acquired from Pickaxe, as wellas the proceeds and product from the sale of such Hardware and inventory, assecurity for Customer’s obligations hereunder until Pickaxe receives paymentof the full Purchase Price, plus any applicable fees.
3.DELIVERY
1. Shipment. Shipment shall be delivered duties paid (“DDP”) on behalf of theCustomer. Customer agrees that the Delivery Date is an estimate only andmay be changed. Pickaxe will use commercially reasonable efforts to causethe Hardware to be shipped in accordance with the Delivery Dates. However,Pickaxe shall not be liable for failure to ship the Hardware as estimated.Pickaxe shall not be responsible for any delivery delay caused by theCustomer, Manufacturer, or any third party, including but not limited to acarrier, supplier, customs or import brokers, nor shall it be liable for damages,whether direct, indirect, incidental, consequential, or otherwise, for any failure,delay or error in delivery of the Hardware for any reason whatsoever.
2. Delivery Point. Hardware purchased through Pickaxe, if designated byCustomer, may be delivered to a Hosting Facility operated by Pickaxe forprovision of Hosting Services pursuant to a Pickaxe Hosting ServiceAgreement entered into with Pickaxe, Pickaxe’ agents, or a third party forhosting. Customer may also have Hardware delivered to a different DeliveryPoint where Pickaxe Hosting Services will not be used. If Customer fails toprovide Pickaxe with the delivery place or the delivery place provided byCustomer is a false address or does not exist, or the Purchaser rejects theHardware, Customer shall bear any related costs incurred (including storagecosts, warehousing charge and labor costs). Pickaxe may issue the Customera notice of self-pick-up and ask the Customer to pick up the Hardware itself.Pickaxe shall be deemed to have completed the delivery obligation under thisAgreement after two (2) Business Days following the issue of the self-pick-upnotice. After thirty (30) days of the self-pick-up notice, Pickaxe shall be entitledto dispose of the Hardware in any manner as it deems appropriate, includingselling the same to another purchaser. In the event that the Customer elects totake delivery of the Hardware or instructs that Pickaxe deliver the Hardware toa non-Pickaxe approved and operated facility, then the Customer may notemploy the Pickaxe Hosting Services for such Hardware. When Hardware isdelivered to a non-Pickaxe approved and operated facility, Customer shall besolely responsible for the installation, maintenance and operation of theHardware and Pickaxe has no further obligations whatsoever.
3. Cancellation or Modification. Customer may not modify, terminate, cancel, orotherwise alter Purchaser Orders, or defer shipment, after acceptance of thePurchase Order from Pickaxe without the written consent of Pickaxe, whichmay be withheld or conditioned in Pickaxe’ sole discretion.
4.TERM AND TERMINATION
1. Term. This Agreement will be effective upon the Customer’s initiation of payment during thecheckout process.2. Termination. This Agreement shall remain effective up to and until the deliveryof the last Hardware and Customer’s final payment of all fees, costs andexpenses as required hereunder and shall terminate immediately, subject tothe provisions surviving termination outlined in Section 10.9.
5.REPRESENTATIONS AND WARRANTIES
1. Authority and Capacity. Each party represents, warrants, and covenants that (i)it has full legal capacity, right, power and authority to execute/acknowledgeand perform its obligations under this Agreement; and (ii) its performance ofobligations hereunder will not violate any applicable laws or require theconsent of any third party.
2. Title to Customer Hardware and Receipt of Mining Rewards. Customerrepresents, warrants and covenants that (i) Customer has clear title, free andclear of all security interests or liens (except those granted hereunder or in aseparate agreement where Pickaxe is a party), to Hardware, including the legalright to use, operate and locate the Hardware; and (ii) its receipt of MiningRewards will not violate any applicable laws or require the consent of any thirdparty.
3. Accuracy of Customer Information. Customer represents and warrants that: (i)the information Customer has provided for the purpose of establishing anaccount with Pickaxe is true, accurate, current and complete; and (ii) Customerwill maintain and promptly amend all information and material to keep it true,accurate, current and complete. Customer will provide such furtherinformation and sign such additional documents, cause meetings to be held,and do and perform and cause to be done such further acts and things as maybe reasonably necessary in order to allow Pickaxe to conduct any know yourcustomer or other similar obligations.
4. Export Regulations. Each Party acknowledges that certain Hardwarepurchased by Pickaxe on behalf of Customer hereunder and any relateddocumentation and other technology of the Manufacturer of the Hardwaremay be subject to applicable export control and sanction laws, regulations,and orders. Customer certifies, represents, and warrants that it is incompliance and shall take all necessary acts to remain in compliance with allapplicable export and re-export control laws and regulations, including, withoutlimitation, the Export Administration Regulations maintained by the U.S.Department of Commerce, trade and economic sanctions and regulationsmaintained by OFAC (defined below), and the International Traffic in ArmsRegulations maintained by the U.S. Department of State. Customer herebyagrees to defend, indemnify and hold Pickaxe harmless from and against anyand all claims, damages, losses, risks, liabilities and expenses (includingattorney’s fees and costs) arising from or related to any breach of theforegoing certification.
5. FCPA; Anti-Bribery. In carrying out its responsibilities hereunder, each Partyrepresents that it shall comply with all applicable anti- bribery laws including,but not limited to, the U.S. Foreign Corrupt Practices Act, as revised (“FCPA”),and the Organization for Economic Cooperation and Development Anti-BriberyConvention, as implemented in the territory. Each Party understands that theFCPA generally prohibits the promise, payment or giving of anything of valueeither directly or indirectly to any government official for the purpose ofobtaining or retaining business or any improper advantage. For purposes ofthis Section 5.5, “government official” means any official, officer,representative, or employee of any non-U.S. government department, agencyor instrumentality (including any government-owned or controlled commercialenterprise), or any official of a public international organization or politicalparty or candidate for political office. Customer represents and warrants that(i) neither it nor any of its representatives are governmental employees orofficials or candidates for political office and it will advise the other Party ofany change in such representation; (ii) it and its representatives have not andwill not make, offer, or agree to offer anything of value to any governmentofficial, political party, or candidate for office; (iii) it will comply with allprovisions of the FCPA and the regulations thereunder as amended from timeto time; and (iv) it agrees to indemnify, defend, and hold Pickaxe harmless fordamages and expenses resulting from a violation of the foregoing by itself orits representatives.
6. OFAC. Pursuant to United States Presidential Executive Order 13224(“Executive Order”), each Party may be required to ensure that it does nottransact business with persons or entities determined to have committed, or topose a risk of committing or supporting, terrorist acts and those identified onthe list of Specially Designated Nationals and Blocked Persons (“List”)generated by the Office of Foreign Assets Control (“OFAC”) of the U.S.Department of the Treasury. The names or aliases of these persons or entities(“Blocked Persons”) are updated from time to time. Customer certifies,represents and warrants that: (a) it is not acting, directly or indirectly, for or onbehalf of any person, group, entity or nation named by any Executive Order ofthe United States Treasury Department as a terrorist, “Specially DesignatedNational and Blocked Person” or any other banned or blocked person, entity,nation or transaction pursuant to any Law that is enforced or administered bythe OFAC; and (b) it is not engaged in this transaction, directly or indirectly onbehalf of, or instigating or facilitating this transaction, directly or indirectly onbehalf of, any such person, group, entity or nation. Customer hereby agrees todefend, indemnify and hold Pickaxe harmless from and against any and allclaims, damages, losses, risks, liabilities and expenses (including attorney’sfees and costs) arising from or related to any breach of the foregoingcertification.
6. LIMITATIONS OF LIABILITY
1. Force Majeure. Pickaxe shall not be liable for any loss, damage, delays,changes in shipment schedules or failure to deliver caused by any ForceMajeure Event. The time for performance shall be extended for a periodequivalent to the delay resulting from the Force Majeure Event. If, by reasonofa Force Majeure Event, Pickaxe’ supply of Hardware shall be insufficient tomeet all requirements, including its own, Pickaxe shall have the right, at itsoption, and without liability, to allocate its available supply of Hardware amongits present and future customers in such a manner as Pickaxe deemsequitable in its sole discretion so long as Customer receives a return of aportion of the Purchase Price for any Hardware not delivered as a result ofsuch allocation. If by reason of a Force Majeure Event, the cost of Hardwareexceeds the Purchase Price, Pickaxe shall have the right, at its option, toterminate such transaction without liability to Customer; provided that upontermination pursuant to this Section 6.1, Pickaxe shall refund the entirePurchase Price to Customer for any Hardware not delivered. Notwithstandingthe foregoing, Pickaxe has the right to terminate or suspend this Agreement inthe event of a Force Majeure Event that prevents it from performing hereunderor if Pickaxe reasonably determines that performing is impractical or will resultin any failure to comply with applicable law, regulation, order or requirement.Notwithstanding anything to the contrary, a Force Majeure Event shall notprovide means to delay any payment of the Purchase Price by Customer.
2. WARRANTY DISCLAIMER. Pickaxe represents and warrants that (i) theHardware shall be in good working order when the same is delivered to theCustomer and (ii) Pickaxe and/or the seller of the Hardware is able to delivergood and marketable title to the Hardware to the Customer. Except asprovided above, Customer hereby acknowledges and agrees that Pickaxemakes no additional representation or warranty with respect to the conditionof the Hardware. THE HARDWARE IS SOLD “AS IS” AND “WITH ALL FAULTS”AND PICKAXE EXPRESSLY DISCLAIMS ALL AND MAKES NO WARRANTIESWITH RESPECT TO ANY HARDWARE AND/OR SERVICES PROVIDEDHEREUNDER, EXCEPT AS PROVIDED HEREIN, INCLUDING, BUT NOT LIMITEDTO, ANY IMPLIED OR OTHER WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMERFURTHER ACKNOWLEDGES AND AGREES THAT THE HARDWARE DOES NOTGUARANTEE ANY CRYPTOCURRENCY MINING TIME, AND PICKAXE SHALLNOT BE LIABLE TO CUSTOMER FOR ANY CRYPTOCURRENCY MINING TIMELOSS OR MINING REVENUE LOSS THAT MAY BE CAUSED BY DOWNTIME OFANY PART OR COMPONENT OF THE HARDWARE. PICKAXE DOES NOTWARRANT THAT THE HARDWARE WILL MEET THE CUSTOMER’SEXPECTATIONS OR REQUIREMENTS OR THAT THE HARDWARE WILL BEUNINTERRUPTED, OR ERROR FREE.
3. Limitation of Liability. NEITHER PARTY WILL HAVE ANY OBLIGATION ORLIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDINGNEGLIGENCE) FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL,MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OFREVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISERELATED TO AGREEMENT, EVEN IF A PARTY OR ITS REPRESENTATIVES HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIESACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES WEREAN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THISAGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, INNO EVENT WILL PICKAXE’ AGGREGATE LIABILITY ARISING OUT OF THISAGREEMENT EXCEED THE PAYMENTS ACTUALLY RECEIVED BY PICKAXEFROM CUSTOMER FOR THE APPLICABLE HARDWARE FROM, OR IN RELATIONTO, WHICH THE LIABILITY AROSE.
4. Inspections and Returns. The Hardware may be covered under warranty by theManufacturer. The Customer shall return or undergo the warranty process withthe Manufacturer at Customer’s sole expense, and follow such Manufacturer’sreturn/replacement/repair policy with respect to any such defective Hardware.Customer acknowledges and agrees that, in the event Customer seeks anytype of refund, replacement, and/or repair, Customer shall seek such refund,replacement, and/or repair directly from the Manufacturer. Pickaxe shall not beunder any obligation to replace/return the defective Hardware or deal withManufacturer with respect to any such defective Hardware.
5. Indemnification by Pickaxe. Pickaxe covenants and agrees to indemnify andhold harmless Customer from any and all costs, expenses, losses, damagesand liabilities incurred or suffered, directly or indirectly, by Customer (including,without limitation, reasonable legal fees and costs) resulting from any thirdparty claim alleging a breach of, or misstatement in, any one or more of therepresentations and warranties of Pickaxe made in or pursuant to thisAgreement.
6. Indemnification by Customer. Customer covenants and agrees to indemnifyand hold harmless Pickaxe and its officers, directors, stockholders, employees,agents, representatives, advisors and each of their successors and assigns(each a “Pickaxe Indemnified Party”) from any and all damages, suits, claims,judgments, liabilities, losses, fees, costs, or expenses of any kind, includinglegal fees, incurred or suffered, directly or indirectly, by any PickaxeIndemnified Party whatsoever arising out of, attributable to or incidental to: (a)a breach of, or misstatement in, any one or more of the representations,warranties, obligations or covenants of Customer made in or pursuant to thisAgreement; (b) the failure by Customer to pay any and all costs, taxes,customs, duties, tariffs, and the like arising from the transactions set forth inthis the Agreement, (c) any act or omission of the Customer, (d) ownership,operation or use of the Hardware, (e) Pickaxe’ violation of the Agreements withthe financing party and/or hosting facility, (f) Customer’s entering into thisAgreement, (g) the negligence or intentional misconduct of Customer, or anyof its agents, in connection with this Agreement, the Hosting ServicesAgreement or any agreement entered into by Pickaxe in connection herewith ortherewith, and (h) any conduct, activity, or action by Customer or any person orentity acting on its behalf, or at its request, which is unlawful or illegal underany state, federal or common law, or is violative of the rights of any individualor entity.
7. CONFIDENTIALITY
1. General. Each party acknowledges that it and its employees or agents may, inthe course of performing its responsibilities under this Agreement, be exposedto or acquire information which is Confidential Information of the other party.Neither party may use, disclose, or copy any Confidential Information except tothe limited extent necessary to perform its obligations under this Agreementand will not disclose any Confidential Information to any person or entity otherthan to those persons who have a need to know the Confidential Informationor as otherwise expressly permitted by this Agreement. Each party shall usethe same measures that it uses to protect its own most confidential andproprietary information to protect the Confidential Information, but in no eventless than commercially reasonable measures.
2. Return of Confidential Information. Upon termination or expiration of thisAgreement, or at any other time at the request of the other party, each partyshall return to the other party, or destroy and delete, as applicable, allConfidential Information and any copies thereof in its possession or control.
3. Privacy. Pickaxe warrants and represents that, Pickaxe shall comply with allapplicable privacy laws throughout the Term, and will take all reasonable stepswithin Pickaxe’ power to ensure that Pickaxe’ employees, contractors andother customers comply with all applicable privacy laws.
4. Pickaxe Proprietary Information. Except for the rights expressly granted herein,all rights, titles, and interests to any and all customer relationships, proprietaryrights and intellectual property rights in Pickaxe’ data will remain with and bethe exclusive property of Pickaxe.
5. Government Inquiries and Investigations. Pickaxe may cooperate with anygovernment or legal investigation regarding any aspect of the Hardwarepurchased herein or any Hosting Services provided to Customer, which mayinclude producing identifying information of Customer.
8. DISPUTES
1. Mediation and Binding Arbitration. To the fullest extent permitted by law, theparties hereto agree to waive their rights to seek remedies in court, includingbut not limited to rights to a trial by jury. The parties agree that any disputebetween or among them or their subsidiaries, affiliates or related entitiesarising out of, relating to or in connection with this Agreement including allpurchase transactions between Customer and Pickaxe, even if suchtransactions were completed under a prior version(s) of this Agreement, willbe resolved in accordance with a confidential two-step dispute resolutionprocedure involving: (1) non-binding mediation, and (2) binding arbitrationunder the Federal Arbitration Act, 9 U.S.C. § 1, et. seq., or state law, whicheveris applicable. Any such mediation or arbitration hereunder will be under theauspices of the American Arbitration Association (“AAA”) pursuant to its thencurrent Commercial Arbitration Rules and Mediation Procedures (the “AAACommercial Rules”). No arbitration will be initiated or take place with respectto a given dispute if the parties have successfully achieved a mutually agreedto resolution of the dispute as a result of the step-one mediation. Thearbitration (if the dispute is not resolved by mediation) will be conducted by asingle AAA arbitrator, mutually selected by the parties, as provided for by theAAA Commercial Rules. The parties agree that the arbitrator will apply thesubstantive law of the State of Delaware to all state law claims and federal lawto any federal law claims, that discovery will be conducted in accordance withthe AAA Commercial Rules or as otherwise permitted by law as determined bythe arbitrator. In accordance with the AAA Commercial Rules (a copy of whichis available through AAA’s website, www.adr.org), the arbitrator’s award willconsist of a written statement as to the disposition of each claim and therelief, if any, awarded on each claim. The parties understand that the right toappeal or to seek modification of any ruling or award by the arbitrator is limitedunder state and federal law. Any award rendered by the arbitrator will be finaland binding, and judgment may be entered on it in any court of competentjurisdiction. Nothing contained herein will restrict either party from seekingtemporary injunctive relief in a court of law. In the unlikely event the AAArefuses to accept jurisdiction over a dispute, the parties agree to submit toJudicial-Arbitration-Mediation Services (“JAMS”) mediation and arbitrationapplying the JAMS equivalent of the AAA Commercial Rules. If AAA and JAMSrefuse to accept jurisdiction, the parties may litigate in a court of competentjurisdiction pursuant to Section 10.4.
2. Class Action Waiver. Any dispute-resolution proceeding must be brought in theParties’ individual capacities, and not as a plaintiff or class member in anypurported class, collective, representative, multiple plaintiff, or similarproceeding (“Class Action”). The parties expressly waive any ability to maintainany Class Action in any forum. Unless the Parties later otherwise agree, thearbitrator shall not have authority to combine or aggregate similar claims orconduct any Class Action nor make an award to any person or entity not aparty to the arbitration. Any claim that all or part of this Class Action Waiver isunenforceable, unconscionable, void, or voidable may be determined only by acourt of competent jurisdiction and not by an arbitrator. The Partiesunderstand that they would have had a right to litigate through a court, to havea judge or jury decide their case, and to be party to a class or representativeaction; however, the Parties understand that they are foregoing these rightsand electing to have any dispute decided individually, through arbitration.
9. DEFINITIONS
1. “Business Day” means any day other than Saturday, Sunday, or U.S. federalholiday.
2. "Confidential Information” refers to confidential or proprietary information of aparty including, without limitation, business plans, strategies, forecasts andprojections and information about business structures, operations, systems,finances, assets, investments, investment strategies, software and othertechnology systems, and personnel, customers and suppliers. ConfidentialInformation does not include if it (i) is known to the receiving party prior toreceipt from the disclosing party directly or indirectly from a source other thanone having an obligation of confidentiality to the disclosing party; (ii) becomesknown (independently of disclosure by the disclosing party) to the receivingparty directly or indirectly from a source other than one having an obligation ofconfidentiality to the disclosing party; (iii) becomes publicly known orotherwise ceases to be confidential, except through a breach of thisAgreement by the receiving party; or (iv) is independently developed by thereceiving party.
3. “Delivery Date” refers to the estimated date at which the Hardware is scheduledto be delivered to the Customer or the hosting location that the Customerinstructs Pickaxe to arrange the Hardware to be shipped.
4. "Force Majeure Event” means a failure or delay in performance or any loss ordamage due to a force majeure condition, which include, without limitation,acts of God, acts of civil or military authority, war, labor strike, embargo,terrorist act, civil disturbances, fire, power failure, lightning, flood, earthquake,landslide, hurricane, typhoon, tsunami, volcanic eruption, accident, electricalstorms, load reduction and curtailment, inclement weather, health pandemic orepidemic, national, local or regional emergency, any law, order, decrees,regulation, seizure, enforcement actions or other action of any governmentalauthority or agency, regulatory requirements, acts or omissions of a third-party,acts of public enemies, inability to secure parts or materials, mechanicalbreakdown (including technological or information systems), plant shutdown,unavailability of or interference with necessary transportation, any raw materialor power shortage, or other causes beyond a party’s reasonable control,whether or not similar to the foregoing, along with any planned service andmaintenance needs.
5. “Hardware” refers to the cryptocurrency mining hardware belonging to theCustomer and specified in the Purchase Order.
6. “Hosting Facility” or “Hosting Partner” means a data center owned, leased,operated or reserved by Pickaxe or Pickaxe partners through the Site.
7. “Hosting Service” refers to services provided to Customer, if selected, byPickaxe to arrange shelf and/or rack space, sufficient electrical capacity at therequired voltage and wattage, provision of electricity, monitoring and servicesof Hardware to achieve the Service Level (i.e., standard fixes, basic repairs orHardware resets), and support from Pickaxe Mining Private Client Team allpursuant to the terms and conditions of a Pickaxe Hosting Service Agreemententered into separately by Customer with Pickaxe Mining or Pickaxe partners.
8. “Losses” means all damages, judgments, liabilities, losses and expenses,including without limitation, attorney’s fees.
9. “Manufacturer” means the party that manufactures the Equipment as may bereflected in a Purchase Order.
10. “Purchase Order` means an invoice issued by Pickaxe to Customer for thepurchase of Hardware by Customer.
11. “Purchase Price” means the total purchase price for the Hardware as reflectedin the Purchase Order, including purchase price, import duties, tariffs, duties,shipping, and insurance costs.
10. GENERAL PROVISIONS
1. Captions and Section Headings. Captions and section headings are forconvenience only, are not a part of this Agreement, and may not be used inconstruing it.
2. Consent to Electronic Business.. Because Pickaxe operates online, it isnecessary for Customer to consent to transact business with Pickaxe onlineand electronically. As part of doing business with Pickaxe, therefore, we alsoneed Customer to consent to our giving you certain disclosures electronically,either via the Pickaxe website or to the phone number or email address you provide to us. Byentering into this Agreement, Customer consents to receive electronically alldocuments, communications, notices, contracts, and agreements arising fromor relating in any way to Customer’s or Pickaxe’ rights, obligations, or servicesunder this Agreement (each, a “Disclosure”). You will keep us informed of anychange in your email or home address so that you can continue to receive allDisclosures in a timely fashion. If Customer’s registered email addresschanges, you must notify us immediately of the change. Customer also agreesto update your registered residence address and contact information on thePickaxe website if they change. Customer’s decision to do business withPickaxe electronically is made completely voluntarily. You agree that the mostcurrent version of this Agreement maintained athttps://minepickaxe.com/pages/hardware-agreement will govern alltransactions between you and Pickaxe, even if such transactions occurredprior to the most recent version of this Agreement.
3. Entire Agreement. This Agreement, including any Purchase Order(s) certificate,schedule, exhibit or other document delivered pursuant to its terms,constitutes the entire agreement between the parties and supersedes anyother agreement, whether oral or written, with respect to the subject matterhereof. There are no verbal agreements, representations, warranties,undertakings or agreements between the parties. ANY WARRANTIES, TERMS,AND/OR CONDITIONS IN ANY PURCHASE AGREEMENTS, INVOICES, CREDITAPPLICATIONS, PURCHASE ORDERS, AND THE LIKE, OR ANY OTHERDOCUMENTS BETWEEN PICKAXE AND CUSTOMER THAT CONFLICT WITHTHE TERMS AND CONDITIONS SET FORTH HEREIN ARE GOVERNED BY THETERMS HEREIN. Pickaxe may at any time amend, modify or revise the terms ofthis Agreement by updating this Agreement and by providing notice toCustomer of that change via the Pickaxe Website and/or by email andCustomer’s continued transactions with Pickaxe will be deemed as Customeragreeing to any such modified, amended or revised terms in this Agreement.This Agreement, as amended, modified, or revised, applies to all transactionsbetween Customer and Pickaxe, even if such transactions were completedunder a prior version(s) of this Agreement.
4. Governing Law; Venue. This Agreement and all claims arising out of or relatedto this Agreement are governed by and construed in accordance with the lawsof the State of Delaware without giving effect to any choice or conflict of lawprovision or rule that would cause the application of the laws of any jurisdictionother than the State of Delaware. Only to the extent the dispute resolutionprovisions must be enforced, or only as necessary to provide injunctive relief ascontemplated herein, the venue shall be at the Superior Court, Placer County,California.
5. Injunctive Relief. The parties acknowledge that the Confidentiality provision ofthis Agreement is reasonable in scope and duration and are not undulyrestrictive. Customer further acknowledge that a breach of any of confidentialityobligation of this Agreement will render irreparable harm to Pickaxe, and that aremedy at law for breach of the Agreement is inadequate, and that Pickaxe shalltherefore be entitled to seek any and all equitable relief, including, but notlimited to, temporary and permanent injunctive relief, without the necessity ofposting a bond, and to any other remedy that may be available under anyapplicable law or agreement between the parties. Customer acknowledges andagrees that an award of damages to Pickaxe does not preclude a court fromordering injunctive relief. Both damages and injunctive relief shall be propermodes of relief and are not to be considered as alternative remedies.
6. No Assignment. Customer will not assign or otherwise transfer this Agreementor any of the Customer’s rights and obligations under this Agreement, withoutthe prior written consent of Pickaxe, which may be unreasonably withheld. Anyassignment or transfer in violation of this Section 10.6 will be void. Pickaxe mayassign this Agreement without the Customer’s consent and effective upon suchassignment, the assignee is deemed substituted for Pickaxe as a party to thisAgreement and Pickaxe is fully released from all of its obligations and duties toperform under this Agreement. Subject to the foregoing, this Agreement will bebinding upon, and inure to the benefit of the parties and their respectivepermitted successors and assigns. The Customer may not merge thisAgreement with any other agreements with Pickaxe it may be party to.
7. Notice. All notices, requests, demands and other communications under thisAgreement must be in writing and will be deemed duly given, unless otherwiseexpressly indicated to the contrary in this Agreement, (i) when personallydelivered, (ii) upon receipt of a telephonic facsimile transmission with aconfirmed telephonic transmission answer back, (iii) three (3) days after havingbeen deposited in the United States mail, certified or registered, return receiptrequested, postage prepaid, (iv) one (1) Business Day after having beendispatched by a nationally recognized overnight courier service, or (v) on thedate transmitted if by email, addressed to the parties or their permittedassigns at such address or number as is given in writing by either party to theother.
8. Relationship of the Parties. Nothing in this Agreement shall be deemed tocreate an agency, employment, partnership, fiduciary or joint venturerelationship between the parties. Neither party has the power or authority asagent, employee or in any other capacity to represent, act for, bind or otherwisecreate or assume any obligation on behalf of the other party for any purposewhatsoever without the other’s prior written consent.
9. Survival. Any provision of this Agreement, which, by its nature, would survivetermination or expiration of this Agreement, will survive any such terminationor expiration, including, without limitation, the following sections: PaymentTerms and Taxes (Section 2), Representations and Warranties (Section 5),Limitations of Liability (Section 6), Confidentiality (Section 7), Disputes(Section 8), General Provisions (Section 10).
10. Waivers. Any failure by any of the parties to comply with any of the obligations,agreements or conditions set forth in this Agreement may be waived by theother party or parties, but any such waiver will not be deemed a waiver of anyother obligation, agreement or condition contained herein.
11. Liquidated Damages Not Penalty. It is expressly agreed that any liquidateddamages payable under this Agreement do not constitute a penalty and thatthe Parties, having negotiated in good faith for such specific liquidateddamages and having agreed that the amount of such liquidated damages isreasonable in light of the anticipated harm caused by the breach relatedthereto and the difficulties of proof of loss and inconvenience or non-feasibilityof obtaining any adequate remedy, are estopped from contesting the validity orenforceability of such liquidated damages.
12. No Restrictions Against Pickaxe. Customer hereby acknowledges and agreesthat Pickaxe may sell any inventory, equipment, machinery, or other products,not specified in Purchase Order hereto to any party pursuant to any terms andconditions agreed to by Pickaxe and nothing in this Agreement shall restrictCustomer from the same.
13. Counterparts: Electronic Execution. This Agreement may be executed in anymanner of counterparts, all of which shall constitute in any number ofcounterparts, all of which shall constitute one and the same instrument, andany Party hereto may execute this Agreement, by signing and delivering one ormore counterparts. Each Party agrees that this Agreement and any otherdocuments to be delivered in connection herewith may be electronically signedor electronically agreed, and that any electronic signatures,acknowledgements or agreements are the same as handwritten signatures forthe purposes of validity, enforceability, and admissibility.
14. Crypto Policy: Customer hereby acknowledges that Pickaxe does notguarantee earnings, estimated returns, or profit estimates to be accurate asthey are subject to change based on daily market price fluctuations, difficulty,Block Luck, estimated equipment lifespan, and other factors. Pickaxe does notguarantee that these earnings, estimated returns, or lifetime profits will besubstantially similar or equivalent to the estimated values provided to Client.Pickaxe does not guarantee the lifespan of equipment or the viability,profitability, or stability of any crypto currencies. All production estimates aregiven according to third party calculations. The content provided byminepickaxe.com and any other materials presented to Client is foreducational and informational purposes only and does not constitute financialor legal advice. It is not intended as a substitute for professional advice.Pickaxe makes no representations about the reliability or suitability of theinformation provided. Customer hereby acknowledges that any action takenbased on this content is at their own risk.
15.No Legal Advice. Client understands and agrees that Pickaxe is notproviding legal services, and that nothing in this Agreement, or any othermaterials presented to Client, constitutes legal advice. No attorney-Clientrelationship is formed by these Terms of Use or the Services. The accuracy,completeness, adequacy, or currency of the of the Hardware or HostingServices is not warranted or guaranteed. Client uses the Services at their ownrisk and based on their own judgment.
16.No Financial Advice. Client understands and agrees that Pickaxe is notproviding financial services, and that nothing in this Agreement, or any othermaterials presented to Client, constitutes tax advice, or financial advice. Theaccuracy, completeness, adequacy, or currency of the Hardware or HostingService is not warranted or guaranteed. Customer hereby acknowledges thatany action taken is at their own risk.
Pickaxe Mining Inc. © 2025
Pickaxe Crypto Mining does not sell or offer investment products, financial advice, or tax advice. Our services are limited to the sale of crypto mining equipment and hosting solutions. Customers should conduct their own research and consult with a qualified financial and tax advisor before engaging in cryptocurrency-related activities
