Any Services (defined below) to be provided by Orion & Taurus, LLC, a Florida Limited Liability Company with principal offices at 151 N. Nob Hill Road, Suite 233, Plantation, FL 33324 (“Service Provider”) to you (“Customer”), shall be subject to the following terms and conditions, which Customer agrees to by shipping its Computing Equipment (defined below) to Service Provider for any such Services.
1.1 “Agreement” means this Service Agreement.
1.2 “Basic Power Test” means a simple power test of any unit of Computing Equipment as more particularly described on the Services page of the Website.
1.3 “Computing Equipment” means the devices provided by Customer, generally understood to be utilized for mining of cryptocurrency.
1.4 “Consolidation Services” means consolidating working hashboards and related services, as more particularly described on the Services page of the Website.
1.5 “Hot Work Repair Service” means the repair of Computing Equipment to specification and functionality using heat, as more particularly described on the Services page of the Website.
1.6 “Professional Cleaning” means solvent and related cleaning of the Computing Equipment, as more particularly described on the Services page of the Website.
1.7 “Service Provider” means Orion & Taurus, LLC, its subcontractors and its affiliates.
1.8 “Services” means collectively, the Basic Power Test, Consolidation Services, Hot Work Repair Service, Professional Cleaning and Standard Inspection, each of the foregoing, being referred to herein as a “Service”, where applicable.
1.9 “Standard Inspection” means visual inspection, ASIC chip testing and other inspection-related services as more particularly described on the Services page of the Website.
1.10 “Website” means the Service Provider’s website, which has a URL of www.oriontaurus.io.
2.0 SCOPE OF AGREEMENT AND SERVICES.
Customer shall provide Computing Equipment to Service Provider, who shall in turn provide the Services requested by the Customer.
3.0. OBLIGATIONS OF SERVICE PROVIDER; CUSTOMER.
3.1. Receipt of Computing Equipment and Commencement of Service. Upon receipt of Computing Equipment from Customer, Service Provider shall perform the requested Service. Upon completion of a Standard Inspection, Service Provider shall provide an estimate for the cost of providing any further recommended Services to the Customer in accordance with the Service pricing specified on the Services page of the Website. Customer shall be required to specifically authorize Service Provider to perform any further recommended Services.
3.1.1 No Guarantee. Customer agrees and understands that Service Provider does not guarantee that the Computing Equipment is repairable. The completion of a Standard Inspection shall be required to help the Customer determine whether it wishes for the Service Provider to attempt to repair the Computing Equipment. Due to the sensitive nature of the Computing Equipment, the Service Provider makes no guarantee that it can successfully repair the Computing Equipment.
3.1.2 Labor Charge for Hot Work Repair Service. The labor charge per unit of Computing Equipment listed on the Services page of the Website for Hot Work Repair Service is valid for changing up to five (5) parts or an aggregate total of three (3) hours of labor per unit of Computing Equipment, whichever occurs first. If the total number of parts needed to be replaced is in excess of five, or if the total labor time is in excess of three hours, then an additional charge will be added at the rate specified on the Services page of the Website.
3.1.3 Parts. We categorize the unit parts into two (2) categories: Major and Non-Major. Major parts are defined by us to be the Power Supply Unit (PSU), Control Board, ASIC (individual chips), Ribbon Cables, and Fans. There will be a separate charge, in addition to any Service charges, for all major parts replaced as part of any Hot Work Repair Service or any other Service, at the price specified on the Services page of the Website or as quoted by the Service Provider. There is no extra charge for the replacement of non-major parts.
3.2 Customer shall remain responsive to Service Provider, and hereby agrees and understands that any delay in responding to inquiries from the Service Provider may result in delays to the performance of the Services.
4.0. PRICE, INVOICES AND TERMS OF PAYMENT.
4.1. Prices. Service Provider’s price list for each Service is specified on the Services page of the Website. Service Provider reserves the right update its price list at any time. The Customer should ensure that an up-to-date quote is obtained from the Service Provider for parts and labor, with respect to any desired Service. No singular price is all-inclusive unless specifically stated on the Services page of the Website. Customer shall pay taxes or duty fees where applicable.
4.2. Invoices and Terms of Payment. Service Provider shall prepare an invoice for the Services to be rendered. With respect to any Service other than Hot Work Repair Service, Customer shall be required to remit a non-refundable payment of 100% of the cost of such Service prior to the Service Provider’s commencement of any such Service. With respect to any Hot Work Repair Service, the Customer shall be required to remit a non-refundable payment of 50% of the cost of such Hot Work Repair Service, prior to the Service Provider’s commencement of such Hot Work Repair Service. Customer shall provide written authorization for Service Provider to perform any Service hereunder. After the completion of any Hot Work Repair Services, the balance for the labor charge and the cost of any applicable major parts shall be immediately due and must be paid in full, prior to the Service Provider shipping the Computing Equipment back to the Customer. If Service Provider is unable to repair a unit of Computing Equipment when performing a Hot Work Repair Service, then the balance of the labor charge for such unit shall be cancelled. Any invoice which is not paid within 10 business days of submittal will result in a $20/unit storage charge. Each successive day after ten (10 ) business days will incur a $5/unit storage charge until the invoice is paid in full.
5.0. PACKING, SHIPMENT, AND RISK OF LOSS.
5.1. Packing. Customer shall pack its Computing Equipment in accord with recommended guidelines of Service Provider to ensure safe delivery, storage and exposure. Customer shall provide an inventory list of all items to be shipped to Service Provider, prior to or in conjunction with delivery of Computing Equipment to Service Provider.
5.1.1 Upon completion of the Services, Service Provider shall pack Customer’s Computing Equipment in accordance with good commercial practice
5.2. Delivery. Customer shall bear all shipping charges both to and from Service Provider, and return delivery of Customer’s Computing Equipment shall be F.O.B. the Service Provider’s repair facility. Customer shall bear all shipping and corresponding insurance charges and if Customer has specific shipping instructions for the return of its Computing Equipment, said instructions shall be communicated to Service Provider in writing, prior to the pack and ship date. In the absence of specific instructions from Customer, Service Provider shall select the carrier and method of packing. Customer shall have the right to request air freight shipment, and, Customer shall pay the cost of shipping and delivery fees to Service Provider prior to the pack and ship date. In the event that Customer is returning Computing Equipment due to a breach of Service Provider’s warranty, Service Provider shall be responsible for all shipping charges to and from Customer.
6.0. INSPECTION AND ACCEPTANCE.
Upon receipt of the repaired Computing Equipment sent by Service Provider, Customer shall immediately inspect said Computing Equipment. Any Hot Work Repair Service provided by Service Provider is warranted and guaranteed for ten (10) days after delivery to Customer, excluding damage to the Computing Equipment suffered while in transit back to the Customer. If any repaired Computing Equipment is inoperative or otherwise not in conformance with agreed upon Hot Work Repair Services, Customer may return such Computing Equipment for a retest at no additional cost to Customer.
7.0. SERVICE WARRANTY.
Service Provider hereby represents and warrants to Customer that:
a. It has the right and authority to enter this Agreement and provide the Services hereunder. Service Provider shall obtain all necessary certifications, registrations and licenses and will comply with all existing and future governmental laws and regulations in performing any Services authorized under this Agreement.
b. All Computing Equipment for which the Service Provider provided Hot Work Repair Service or Consolidation Services will be free from defects in the parts supplied by Service Provider and workmanship for a period of ten (10) days after the date the repaired Computing Equipment is received by Customer. In the event that any repaired Computing Equipment is found to not be in conformity with the foregoing warranty, Service Provider shall, at Service Provider’s expense, replace, repair or correct any such item, understanding that the extent of any repair is limited only to the value of and to address the original issue or problem for which the Computing Equipment was repaired, as reflected by the original Standard Inspection. Any new or originally undiscovered problems shall not be covered by this warranty. The warranty set forth in this Section 7.0(b) shall not apply to repaired Computing Equipment that has been damaged while in transit or by abuse, misuse, accident, alteration not authorized by Service Provider, or neglect. Service Provider makes no warranty with respect to the Basic Power Test, Standard Inspection or Professional Cleaning.
c. Any modifications to the unit, including changing firmware, after repair by Service Provider will void the service warranty set forth herein.
THE FOREGOING WARRANTIES ARE IN LIEU OF, AND SERVICE PROVIDER DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE SERVICE WARRANTY SET FORTH ABOVE SHALL BE THE SERVICE PROVIDER’S REPAIR OF THE APPLICABLE COMPUTING EQUIPMENT.
8.0. LIMITATION OF LIABILITY. IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF USE, SAVINGS OR REVENUE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE DAMAGES OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID TO SERVICE PROVIDER.
8.1 Limitation on Liability on Termination. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other for incidental or consequential damages, including the loss of prospective profits or anticipated sales.
9.0 INDEMNIFICATION. To the fullest extent permitted by law, Customer shall indemnify, defend and hold each harmless Service Provider, its agents, employees, officers, directors, owners, affiliates, sub-contractors and other representatives, from and against any and all claims, demands, actions, suits, proceedings, losses, damages, penalties, obligations, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising directly or indirectly, in whole or in part, from the negligence or willful misconduct of Customer or the breach by Customer of its obligations under this Agreement, except to the extent arising from the negligence or willful misconduct of the Service Provider. Customer hereby acknowledges and agrees that the foregoing indemnity shall apply to the acts and omissions of its agents, employees, officers, partners, principals, contractors and subcontractors.
10.1. Dispute Resolution. Each party, by its execution hereof, (A) hereby irrevocably submits to the exclusive jurisdiction of the state or federal courts sitting in Broward County, Florida for the purpose of any dispute, controversy, claim or action between or among the parties (or any of them) arising in whole or in part under or in connection with this Agreement; (B) hereby waives, and agrees to not assert, by way of motion, as a defense or otherwise, in any such dispute, controversy, claim or action any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such dispute, controversy, claims or action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court; and (C) hereby agrees to not commence any such dispute, controversy, claim or action (including for a declaratory judgment or the like) other than before one of the above-named courts.
10.1.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, excluding its choice of law rules.
10.1.2 WAIVER OF JURY TRIAL. THE PARTIES KNOWINGLY, VOLUNTARILY, IRREVOCABLY, UNCONDITIONALLY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY AND RELATED TO THIS AGREEMENT.
10.1.3. Attorney’s Fees. Should any such action or other proceeding be brought, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, including post-judgment attorneys' fees and costs, incurred in connection with that claim or action.
10.2. Severability. In the event that any one or more of the provisions of this Agreement shall for any reason be held to be unenforceable, such unenforceability shall not affect any other provision hereof, but this Agreement shall then be construed as if such unenforceable provision or provisions had never been contained herein.
10.3. No waiver. The failure of either party to enforce at any time any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce any such provisions.
10.4. Force Majeure. Exclusive of the requirement to pay fees and costs to Service Provider, no default, delay or failure to perform on the part of either party shall be considered a breach of this Agreement, if such default, delay, or failure to perform is shown to be due entirely to causes beyond the reasonable control of the party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inaction’s of governmental authorities, epidemics, pandemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, default of a common carrier.
10.5. Notices. Notices under this Agreement shall be sufficient only if sent by certified mail, return receipt requested, by a nationally recognized courier, or personally delivered to the parties at their addresses first set forth above. Notice by mail shall be deemed received three days after deposit. Notice by personal delivery or sent by nationally recognized courier shall be deemed effective upon receipt. Notices shall be sent to the addresses first set forth above.
10.6. Complete Agreement. This Agreement, including Attachments, constitutes the complete and exclusive statement of the agreement between the parties that supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. Each party acknowledges that it has not relied upon any representation or statement not contained herein.
10.7 Agreement Changes: Service Provider retains the right to change the terms of this Agreement at any time.