HUT12 TERMS AND CONDITIONS

The purpose of the Hut 12 Beta Software Program (“Beta Program”) is to make alpha, beta, seed, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Pre-Release Software”) available to Beta Program participants from time to time for the purpose of providing Hut 12 with feedback on the quality and usability of the Pre-Release Software.  You understand and agree that participation in the Beta Program is voluntary and does not create a legal partnership, agency, or employment relationship between you and Hut 12.  You understand that your participation in the Beta Program does not obligate Hut 12 to provide you with any Pre-Release Software.  Hut 12 reserves the right to modify the terms, conditions, and policies of this Beta Program from time to time, and to revoke your participation in this Beta Program at any time.  If Hut 12 makes changes to the terms and conditions of this Agreement, then Hut 12 will present such revised terms and conditions to you on the Beta Program web portal.

By participating in the Beta Program, You certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to join the Beta Program.  This Agreement is void where prohibited by law and the right to become a Beta Program participant is not granted in such jurisdictions.  Unless otherwise agreed or permitted by Hut 12 in writing, you cannot share or transfer any software or other materials you receive from Hut 12 in connection with being a Beta Program participant.  The password you use to login as a Beta Program participant cannot be shared in any way or with any one.  You are responsible for maintaining the confidentiality of your password and for any activity in connection with your account.

You understand that Hut 12 may make Pre-Release Software available to Beta Program participants for downloading, through the Beta Program web portal, and/or as otherwise provided through the Beta Program (e.g., by manual download of a digital image, by providing software configuration profiles, etc.).  From time to time, Hut 12, at its option, may also provide you with software or services as part of the Beta Program, including but not limited to scripts, code snippets, utilities, configuration profiles, sample code, troubleshooting applications and bug submission tools (“Seeding Tools”) as part of your participation in the Beta Program.  All use of such Pre-Release Software and Seeding Tools shall be pursuant to the terms and conditions of this Agreement and/or another license agreement accompanying such Pre-Release Software or Seeding Tools (collectively, “Pre-Release Software” and “Seeding Tools” shall be referred to as “Hut 12 Software” for purposes of this Agreement). 

If the Hut 12 Software is accompanied by a separate license agreement, you agree that the license agreement accompanying such Hut 12 Software, in addition to Sections 5 and 6 of this Agreement, shall govern your use of the Hut 12 Software.  Any inconsistencies between the provisions of the license agreement accompanying the Hut 12 Software and Sections 5 and 6 of this Agreement shall be governed by this Agreement.  If there is no license agreement accompanying the Hut 12 Software, your use of the Hut 12 Software will be subject to the provisions of this Agreement.  Further, the Hut 12 Software may enable access to Hut 12 and third party services and web sites (collectively and individually, “Services”).  Use of these Services requires Internet access and use of certain Services may require you to accept additional terms and may be subject to additional fees. 

Subject to your compliance with this Agreement, Hut 12 hereby grants you a limited license to use the Hut 12 Software solely for testing and evaluation purposes and only in connection with this Beta Program.  Except as otherwise permitted under Section 15, this license does not grant you the right to use the Hut 12 Software for any other purpose, or to disclose, reproduce, distribute, modify or create derivative works of the Hut 12 Software.  You agree not to decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of any Hut 12 Software (except as and only to the extent the foregoing restrictions are prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components included with any such Hut 12 Software).  Unless otherwise permitted under Section 15 below, you certify that the Hut 12 Software will only be used for testing and evaluation purposes in connection with the Beta Program, and will not be rented, sold, leased, sublicensed, assigned, distributed or otherwise transferred.  Hut 12 retains ownership of all Hut 12 Software, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Hut 12 intellectual property. 

As part of the Beta Program, Hut 12 will provide you with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and/or support information (collectively, “Feedback”) to Hut 12.  Hut 12 may request this information from you through the Seeding Tools as well as by email, web questionnaires, bug forms, and other mechanisms.  By agreeing to this Agreement, you agree that Hut 12 may contact you from time to time about the Beta Program, and you hereby consent to receive such communications.  Except as otherwise set forth in Section 8, you agree that in the absence of a separate written agreement to the contrary, Hut 12 will be free to use any Feedback you provide for any purpose.

You agree that the Pre-Release Software and any information concerning the Pre-Release Software (including its nature and existence, features, functionality, and screen shots), the Seeding Tools, and any other information disclosed by Hut 12 to you in connection with the Beta Program will be considered and referred to in this Agreement as “Confidential Information.”  Information that otherwise would be deemed Confidential Information but (a) is generally and legitimately available to the public through no fault or breach of yours, (b) is generally made available to the public by Hut 12, (c) is independently developed by you without the use of any Confidential Information, (d) was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (e) any third party software and/or documentation provided to you by Hut 12 and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation will not be considered Confidential Information under this Agreement.  All Confidential Information remains the sole property of Hut 12 and you have no implied licenses or other rights in the Confidential Information not specified in this Agreement.

Except as expressly permitted in this Section 6, you agree that you will not disclose, publish, or otherwise disseminate any Confidential Information to anyone other than individuals who are enrolled in the same individual seed as you, or as otherwise expressly permitted or agreed to in writing by Hut 12.  You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information, including preventing access to or display of the Hut 12 Software to third parties.  You agree to use the Confidential Information solely for the permitted uses as set forth in this Agreement.  You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of Hut 12 in each instance.  You hereby acknowledge that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to Hut 12 that may be difficult to ascertain.  Accordingly, you agree that Hut 12 will have the right to seek immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

You acknowledge and understand that by using such pre-release software that data (including documents) from such applications or services that you create or change while using the pre-release software may be incapable of being restored or recovered.  Hut 12 shall not be responsible for any costs, expenses or other liabilities you may incur as a result of your testing, installation or use of pre-release software, including but not limited to any damage to any equipment, software or data or any loss of data or information arising from your use of such pre-release software.  In addition, the pre-Release Software may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information, including from your computer and/or device or from your peripherals (including, without limitation, servers and printers) connected thereto.  Hut 12 strongly encourages you to back-up all data and information on your computer, devices and/or any peripherals prior to, and while, participating in the Beta Program.  The Pre-Release Software is not intended for use, and should not be used, in production or business-critical systems.  

In order to provide, test and help Hut 12, its partners, and third party developers improve their products and services, you acknowledge that Hut 12 and its subsidiaries and agents will be collecting, using, storing, transmitting, processing and analyzing (collectively, “Collecting”) diagnostic, technical, and usage logs and information. This information includes, but is not limited to, general diagnostic and usage data, various unique device identifiers, various unique system or hardware identifiers, details about hardware and operating system specifications, performance statistics, and data about how you use your devices, computer, system and application software, and peripherals, and, if Location Services is enabled, certain location information.  You agree that Hut 12 may share such diagnostic, technical, and usage logs and information with partners and third party developers for purposes of allowing them to improve their products and services that operate on or in connection with Hut 12 products.  By installing or using pre-release software on your devices or computers, you acknowledge and agree that Hut 12 and its subsidiaries and agents have your permission to Collect all such information and use it as set forth above.  

Data collected pursuant to this Section 8 will be treated in accordance with Hut 12’s Privacy Policy, which is incorporated by reference into this Agreement and which can be viewed at Hub 12 Privacy Policy.

During your participation in the Beta Program, Hut 12 is not obligated to provide you with any maintenance, technical or other support for the Pre-Release Software.  If, at Hut 12’s option, such support is provided, you agree to abide by any support rules and policies that Hut 12 provides to you in order to receive such support.  You acknowledge that Hut 12 has no express or implied obligation to announce or make available a commercial version of the Pre-Release Software to anyone in the future.  Should a commercial version be made available, it may have features or functionality that are different from those found in the Pre-Release Software licensed hereunder.

As part of the Beta Program, you may have the ability to participate in discussion forums provided by Hut 12 about the Pre-Release Software and other Confidential Information that Hut 12 may make available to you.  For purposes of such discussion forums, Hut 12 is providing a limited exception to Section 6 by allowing you to discuss certain Hut 12 Confidential Information received by you in connection with a particular Beta Program with other participants who are in the same Beta Program as you in the Hut 12 designated discussion forum for such Beta Program, and only within this discussion forum.  Except for the limited purpose of discussions with other participants within such forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any Hut 12 Confidential Information.

The Hut 12 Software provided hereunder may be designated as alpha, beta, development, pre-release, untested, or not fully tested versions.  The Hut 12 Software may be incomplete and may contain errors or inaccuracies that could cause failures, corruption and/or loss of data or information.  You expressly acknowledge and agree that, to the extent permitted by applicable law, all use of the Hut 12 Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.  Hut 12 is providing all confidential information, including the pre-release software and tools, to you solely on an “as is” basis and without any warranty of any kind, whether express or implied, including without limitation, the implied warranties of merchantability, non-infringement, accuracy, completeness, performance, and fitness for a particular purpose.  You acknowledge that Hut 12 has not publicly announced the availability of the Pre-Release Software, that Hut 12 has not promised or guaranteed to you that such Pre-Release Software will be announced or made available to anyone in the future, and that Hut 12 has no express or implied obligation to you to announce or introduce the Pre-Release Software or any similar or compatible product, or to continue to offer access to the Pre-Release Software in the future.

To the extent not prohibited by applicable law, you assume all risks and all costs associated with testing, installation, or use of the pre-release software provided under this agreement, including, without limitation, any back-up expenses, costs incurred for the use of the pre-release software using your computer, devices and/or peripherals, and any damage to any equipment, software, information or data, and in no event will Hut 12 be liable for any indirect, special, incidental or consequential damages, whether arising in tort (including negligence), contract or otherwise, arising out of or related to this agreement, including any liability that stems from any use of the pre-release software using your computer, devices and/or any peripherals connected thereto, and/or from any other confidential information, and/or Hut 12’s performance or failure to perform under this agreement, even if Hut 12 has been advised or is aware of the possibility of such damages.  In no event shall Hut 12’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00).  The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

This Agreement will continue in effect until terminated in accordance with this Section 13.  You may terminate this Agreement or an individual project at any time, for any reason, but only by returning or destroying any Confidential Information that is in your possession or control (including, without limitation, any Pre-Release Software); provided however that if you are unable to purge certain Pre-Release Software from your computer and/or devices, then you agree that you will continue to hold the Pre-Release Software as Confidential Information.  Hut 12 may terminate this Agreement or an individual project at any time, with or without cause, immediately upon written notice to you, and may terminate this Agreement immediately for any breach of the confidentiality provisions set forth herein.  Within seven (7) days of your receipt of Hut 12’s termination notice, or earlier if requested by Hut 12, you will return, cease all use of, and/or destroy the Pre-Release Software and all other Confidential Information as provided in this Section.  Following termination of this Agreement or an individual project for any reason, the restrictions of Section 3, 4-8, the last two sentences of Section 9, and 11-19, inclusive, will continue to bind the parties.  The term of your license to use the Hut 12 Software granted under Section 3 of this Agreement shall commence upon your installation or use of the Hut 12 Software and will terminate automatically without notice from Hut 12 upon the earlier of (a) the next commercial release of the Hut 12 Software, (b) the termination of the individual project under which you obtained the Hut 12 Software, (c) the termination of this Agreement, or (d) the date specified in the separate license accompanying the Hut 12 Software (if any).

You agree that you will not export or re-export any of the Pre-Release Software or Confidential Information received from Hut 12 except as authorized by Australian law and the laws of the jurisdiction in which the Hut 12 Software was obtained.  You also agree that you will not use the Hut 12 Software for any purposes prohibited by Australian law.  You certify that this Hut 12 Software will only be used for evaluation and testing purposes, and will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred.  Further, you certify that you will not transfer or export any product, process or service that is a direct product of this Hut 12 Software.

Portions of the Hut 12 Software may include third party software and other copyrighted material. Acknowledgements, licensing terms, and disclaimers for such material are contained in the Hut 12 Software, and your use of such material is governed by such respective terms.  Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to Beta Program participants is for informational purposes only and constitutes neither an endorsement nor a recommendation.  All third party product specifications and descriptions are supplied by the respective vendor or supplier, and Hut 12 shall have no responsibility with regard to the selection, performance, or use of these vendors or products.  All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users. 

No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Hut 12, and no single waiver will constitute a continuing or subsequent waiver.  This Agreement may not be assigned by you in whole or in part.  Any contrary assignment shall be null and void. 

Any litigation or dispute resolution between You and Hut 12 arising out of or relating to this Agreement, the Hut 12 Software, or Your relationship with Hut 12 will take place in South Australia, and You and Hut 12 hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution.  This Agreement will be governed by and construed in accordance with the laws of the Australia and the State of South Australia, except that body of South Australian law concerning conflicts of law.  Notwithstanding the foregoing, if you are an individual entering into this Agreement solely as part of your employment for one of the entities listed below, then the following exceptions shall apply: 

–  If you are employed by an international, intergovernmental organization that has been conferred immunity from the jurisdiction of national courts through your intergovernmental charter or agreement, then any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.  The place of arbitration shall be London, England; the language shall be English; and the number of arbitrators shall be three.  Upon Hut 12’s request, you agree to provide evidence of your status as an intergovernmental organization with such privileges and immunities.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 

If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  This Agreement, including any appendices made effective pursuant to this Agreement and any additional licenses accompanying the Hut 12 Software, constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information.  Except to the extent provided under Section 2 above, any inconsistencies between this Agreement and any license agreement accompanying the Hut 12 Software will be governed by the license agreement accompanying the Hut 12 Software.  Except as expressly set forth herein, any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.  Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern, to the extent not prohibited by local law in your jurisdiction.

Effective Date: 1 December 2018