This page explains the terms by which you may participate in a minerstat partner program. By creating an account or accessing or using the minerstat partner program, you agree you have read, understood, and agree to be bound by the terms and conditions of minerstat partner program as well as minerstat terms and conditions. If you become a partner on behalf of an organization or other entity, then (i) "you" includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these terms, and that you agree to these terms on the entity's behalf.
This partner program agreement between minerstat OÜ, Estonia, EU, based company, and you is entered into as of the date you accept its terms and conditions by submitting an application for the partner program.
Minerstat is crypto mining monitoring and management service provider, which enables its users to monitor and manage their mining hardware remotely from the web interface. For each mining machine, the user pays a monthly subscription fee defined by minerstat. Besides monthly subscription for desired number of machines, user can also buy minerstat+ add-on, which includes more statistics data and custom themes or white label add-on which includes branded and customized public profile of machines. The potential partners - you - desire to enter into this partner program to set forth terms and conditions under which they will promote minerstat products and services. The products and services are those hosted on minerstat.com, my.minerstat.com, partners.minerstat.com, api.minerstat.com, status.minerstat.com, archive.minerstat.com, pool.ms, and other minerstat.com related subdomains. Minerstat OÜ may terminate its partner program at any time. Additionally, minerstat may impose additional requirements and conditions, modify the payment amounts, or otherwise modify this partner agreement by posting an update on the minerstat website.
With this partner agreement, the partners agree to the following.
For the purposes of this partner agreement, the following terms will have the indicated definitions:
- minerstat products and services means all services provided by minerstat, including, but not limited to, mining monitoring, mining management, minerstat+, and white label.
- minerstat website means the minerstat website located at minerstat.com, minerstat dashboard located at my.minerstat.com, minerstat API located at api.minerstat.com, minerstat arhive located at archive.minerstat.com, minerstat status located at status.minerstat.com, minerstat pool services located at pool.ms, and minerstat partner program located at partners.minerstat.com
- Intellectual property rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
- Brand and marks means all trademarks, service marks, trade names, logos, words or symbols identifying either minerstat or either minerstat's respective products or services.
- Partner's site(s) means one or more websites or web services owned or controlled by the partner (you), or upon which the partner has an account or membership, on which the partner places a referral link to minerstat website. Partner represents and warrants to minerstat that it has sufficient right, title, interest, authority or permission, as applicable, to place link(s), including an authorized referral code from minerstat, on the partner's site(s) as described herein.
2. Trademark License Grant
- Grant to partner - Subject to the terms and conditions of this partner agreement, minerstat grants to partner a non-transferable, non-exclusive, revocable, license to use minerstat brand and marks solely for the purpose of fulfilling partner's obligations hereunder. All use of the minerstat brand and marks inures to the benefit and goodwill of minerstat.
- No other rights - Except as expressly provided herein, partner and minerstat agree to:
- Not use each other's marks and brand without their prior written consent.
- Only use each other's marks in accordance with any trademark quality standards and usage guidelines as may be provided by the other partner.
- Upon termination of this partner program for any reason, immediately cease all use of the other partner's marks.
3. Products and services
- Control - minerstat reserve the right at any time without liability or prior notice to:
Minerstat may cancel any orders for discontinued products or services without liability.
- Determine the contents of its websites, products and services, including specifications, features, and functions, as well as any documentation or related materials.
- Discontinue distribution of any or all its products and services in some or all markets or through some or all channels of distribution.
- Change or terminate any of its features, or functions of their products and services.
- Change or terminate the level or type of support or service that it makes available for its products and services at any time and without notice.
- Service support - None of the partners is responsible to the other partner for any customer service support for purchases and fulfillment of the other partner's products and services including but not limited to, providing qualified personnel to receive customer inquiries.
- Commission - minerstat will pay the partner a commission, provided that you remain an active partner as of the payment date, equal to 10-30% of the price actually paid by the user, excluding any refunds and/or discounts and/or taxes and/or transactional costs that occur within one (1) year from the day the user registered on minerstat website having followed the partner's referral link. Progressive 10-30% commission fee is calculated in regard to the total commissions of the partner in the current month.
- Excluded sale means a sale from a minerstat user that has:
- Followed links to the minerstat website from other minerstat partners after following your link and before registering as a user on any the minerstat website.
- Used a different browser or computer to register as a minerstat user than was used to follow your link.
- Cleared his or her cookies after following a link from your website.
- Canceled his or her minerstat subscription and resubscribes at a later time. You do not resume receiving commissions for that customer.
- Filed a valid and accepted dispute. You do not receive any commissions for that customer.
- Taxes - Both partner and minerstat are responsible for payment of any/all of their respective taxes.
- Payment - Unless otherwise agreed by the parties in writing, minerstat shall send requested payouts according to the published time frames, and in the method, you select during the payout setup process. Available payout methods are subject to change. Payout requests may only be made if the total amount due to you totals at least 100 EUR and when payment minimum was reached. Unpaid and pending amounts due shall accrue until the next month in which the amount due is at least 100 EUR. Pending amounts are payments user made with PayPal as according to PayPal's terms a user has a right to file a complaint within 180 days of the purchase. If no complaint was made by the user, the pending funds will transform from pending to unpaid. If user files a complaint within 180 days, you will need to wait additional 20 days for the complaint to be solved. If the complaint is solved in the user's favor, you aren't eligible for commissions made from this order. Minerstat reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under these terms, or amounts due to any breach of these terms by you, pending minerstat's reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information, and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or canceled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the service. If you dispute any payment, you must notify minerstat in writing within thirty (30) days of such payment. Failure to so notify minerstat shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by minerstat. No other measurements or statistics of any kind shall be accepted by minerstat or have any effect under these terms. We may withhold any taxes or other amounts from payments due to you as required by law. To protect against the risk of liability, we may request that our payment service provider hold partner's funds based on certain factors, including, but not limited to, selling history, seller performance, the riskiness of the listing category, or the filing of a dispute claim. No payment will be owed in the event that minerstat determines, in its discretion, that partner has engaged, directly or indirectly in fraud or any other practices that are likely to harm the reputation of minerstat.
Each partner retains all right, title and interest, including all intellectual property rights, in and to (a) its brand and marks, content and site, and (b) any new inventions, developments or technology resulting from or in connection with the performance of such partner's obligations hereunder.
6. Term and termination
- Term - The term of this partner agreement shall commence on the effective date and end one (1) year from the effective date and the term will automatically renew for consecutive one (1) year periods; provided that either partner may terminate this partner agreement at any time with ten (10) days prior written notice.
- Termination for cause - If either partner defaults in the performance of any material provision of this partner agreement, then the non-defaulting partner may terminate this partner agreement immediately.
- Termination for insolvency and related events - This partner program shall terminate, without notice, (i) upon the institution by or against either partner of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such partner's debts, (ii) upon either partner's making an assignment for the benefit of creditors, or (iii) upon either partner's dissolution or ceasing to do business.
- Effect of termination - Upon termination of this partner agreement, the partner will discontinue all further promotion of minerstat's products and services pursuant to this partner agreement. Without limiting the generality of the foregoing, partner will cease all display, advertising, and use of all of minerstat's brand and marks and will not thereafter use, advertise, or display any such marks unless otherwise agreed by minerstat in writing.
Partner represents, covenants, and warrants:
- It has the power to enter into and perform its obligations under this agreement;
- The partner's site complies with all applicable laws and regulations and partner shall not do anything or omit to do anything which would or may constitute a breach of any laws or regulations applicable to partner in any jurisdiction (including all applicable rules and regulations relating to financial and/or markets or exchanges, investment services, marketing and advertising, privacy and data collection, and/or anti-bribery and anti-corruption);
- Partner shall not process any personal data from the minerstat website or the links. Personal data means any information that (a) can be used to identify, contact, or locate a specific individual (including, without limitation, name, address, telephone number, email address, payment card number, and government-issued identification number) or (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a "cookie" or processor serial number; and
- Partner shall not engage in, procure, or encourage any third party to engage in, any activity or behavior which is illegal, is in bad faith, is not in the spirit of the terms of this agreement.
8. Warranty disclaimer
MINERSTAT'S PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXCEPT AS STATED IN ABOVE IN SECTION 7, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY'S OR ANY CUSTOMERS' REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.
Partner shall indemnify minerstat and its officers, directors, employees, representatives, agents, successors, and permitted assigns, against all liabilities, costs, expenses, damages and losses, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the other party arising out of or in connection with any breach of the representations or warranties contained in the agreement.
10. Limitation of Liability
EXCEPT WITH RESPECT TO BREACH OF SECTION 7 OR INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9, IN NO EVENT WILL EITHER PARTNER BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY, OR FROM NEGLIGENCE OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR FROM ANY DEFECT OR ERROR IN ITS PRODUCTS OR SERVICES, EVEN IF A PARTNER HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF MINERSTAT ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS PARTNER AGREEMENT EXCEED THE AMOUNTS PAID TO PARTNER UNDER THIS PARTNER AGREEMENT.
- Independent contractor - Neither partner shall be deemed to be an agent of the other partner for any purpose, and the relationship between the partners shall only be that of independent contractors. Neither partner shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other partner, whether express or implied, or to bind the other partner in any respect whatsoever.
- Governing law and jurisdiction - This partner agreement and the relationship between you and minerstat shall be governed by the laws of Estonia. You and minerstat agree to submit to the personal and exclusive jurisdiction of the courts located within the Tallinn, Estonia, to resolve any dispute or claim arising from this agreement.
- Class action waiver - TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE FILING PARTNER'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS MINERSTAT AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MINERSTAT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Assignment - Neither partner shall assign, delegate, or otherwise transfer its rights or obligations under this partner agreement, by operation of law or otherwise, without the prior written consent of the other partner (to be granted or withheld in its reasonable discretion); except that minerstat may assign this partner agreement freely in connection with a merger, acquisition, sale of substantially all of its assets or stock, financing, reorganization, or similar transaction. This partner agreement will inure to the benefit of the partners and their permitted successors and assigns.
- Merger, modification and waiver - This partner agreement constitutes the entire agreement between minerstat and partner with respect to the subject matter hereof, and merges all prior negotiations and drafts of the partners with regard thereto. No modification of or amendment to this partner agreement, nor any waiver of any rights under this partner agreement shall be effective unless in writing. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
- Severability - If any of the provisions of this partner agreement is held by a court of competent jurisdiction to be invalid or unenforceable under any applicable statute or rule of law, it shall be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions shall continue in full force and effect.