Terms and Conditions ("Terms")

Last updated: (2022)

Please read these Terms and Conditions ("Terms," "Terms and Conditions") carefully before using the http://www.stellarforgemining.com website, or engage in any action with the Stellar Forge Mining website application (the "Service"), or via Stellar Forge Mining E-mail Accounts, or Instant Messaging Applications and Devices (collectively, “Communication Channels”) operated by Stellar Forge Mining, LLC personnel ("us", "we", or "our").

These Collaborator terms apply to and govern any and all of the products and services (collectively, the “Products and Services”) provided by Stellar Forge Mining, LLC (“Stellar Forge,” or "SFM") and your use of the Stellar Forge website (“Site”) as an individual or entity (“Collaborator,” “you,” or “your”) to refer potential clients (“Proposed Opportunity," “Proposed Opportunities” or "Customer") to SFM, and SFM wishes to compensate Collaborator for certain Proposed Opportunities that are accepted by SFM and result in signing on to be a new customer ("Closed Deal") for SFM’s Products and Services.

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These are the Terms and Conditions governing the use of this Service and the agreement that operates between Collaborator and Stellar Forge. You must accept these Terms as a condition of referring our Products and Services or by using the Site. These Terms are hereby expressly incorporated into the transactional documents such as the “Commission Agreement” or "Collaborator Commission Agreement" and any online forms submitted as “Pre-Order,” "Hosting Order," "Machine Order," or “Client Request Information”, entered into by and between Collaborator, and Stellar Forge Mining.

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For purposes of these Terms, “Collaborator,” “you,” or “your”  refer to the individual or entity referring potential clients. “Proposed Opportunity," “Proposed Opportunities,” or “Customer” refer to the individual or entity purchasing the Products and Services. “We,” “our,” or “us” refers to Stellar Forge Mining.

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Modification of Terms

The Terms may be updated or changed by Stellar Forge from time to time. You can review the most current version of the Terms at any time at: http://www.stellarforgemining.com/collaborator-terms-and-conditions. If Stellar Forge makes a change to the Terms, an updated version of the Terms will be posted on the Site, and in some cases, you may be provided notice of that change by contact to your current mail or email address in the records of Stellar Forge. You agree to periodically visit the Site to review any such changes. Your continued use of the Service following the sending of such notice by Stellar Forge (if applicable), or the expiration of thirty (30) days following posting of the change on the Site, whichever occurs first, constitutes your acceptance of such changes.

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How it Works

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Become a Collaborator

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Stellar Forge Mining offers computer, server, and miner products and is a provider of hosting colocation management services. SFM is unique in that we are owned, located and operated exclusively in the United States. We have partnered with state and local governments as well as with industry leaders to establish efficient and effective cryptocurrency mining operations. Stellar Forge attributes its continued growth to the collaboration with these partners and industry leaders.  To promote even more industry involvement and growth, we decided to compensate our collaborators for doing what they would already do, recommend us to clients and peers in the community who then sign on to be a new customer. To be eligible as a "Collaborator" with SFM you must:

1. Be at least 18 years old.

2. Collaborator must register contact information via email to: info@stellarforgemining.com no previous purchase is required (purchasers and non-purchasers alike are eligible to register). 

3. Receive approval registration email from an official representative of Stellar Forge Mining.

4. Fully execute Collaborator Commission Agreement.

5. Comply with established submission and acceptance of Proposed Opportunities.

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Submission and Acceptance

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Proposed Opportunities 

Collaborator shall refer potential clients or sales leads (“Proposed Opportunities”) to SFM by submitting the required information through our online submission form(s), which can be accessed at www.stellarforgemining.com/collaborators. Following submission of any Proposed Opportunities, Collaborator may be asked by SFM to supply additional information and/or assist SFM in contacting the Proposed Opportunities by arranging an introduction, meeting, conference call or other means of communication channel with the Proposed Opportunities.  

Opportunity Acceptance

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Within a reasonable period of time following each submission of a Proposed Opportunity, SFM shall review the Proposed Opportunities and provide Collaborator with a notification of its acceptance, qualification or rejection of the Proposed Opportunity. SFM will be under no obligation to accept any Proposed Opportunities and may reject or decline to accept any Proposed Opportunities for any reason as determined by SFM in its discretion, including without limitation, that:  

1. The Proposed Opportunity is an existing customer of Host at the time the opportunity proposed is submitted by Collaborator.

2. SFM was already involved in discussions relating to the execution of a services contract or sale of products or other services with the Proposed Opportunity at the time of opportunity submission by Collaborator to SFM. 

3. Proposed Opportunity had previously been referred to SFM by Collaborator or by any other third party.

4. Proposed Opportunity does not meet SFM's credit requirements

5. Proposed Opportunity is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government.  

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Commission Eligibility

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The Collaborator is eligible to be compensated for an accepted Opportunity that results in i) a Machine Order and associated invoice payment is received in full by SFM for Closed Deal or ii) a fully executed SFM Hosting Contract, and the Closed Deal’s reservation funds and equipment have been received by the SFM, for the Hosting Service.

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SFM Hosting Contract renewals, hosting support, implementation, training, or other professional services are not eligible for Commission Fees hereunder and shall not be included in the calculation of Commission Fees. Unless otherwise determined in writing by Collaborator and approved by SFM. 

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Commission Payments

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Upon SFM's determination that an accepted Opportunity has resulted in a Closed Deal, SFM will contact Collaborator to request a W-9. Collaborator’s W-9 must be submitted and received by SFM, or all accepted Commission Fees will be held until SFM receives their completed W-9. SFM will remit the applicable Commission Fee to Collaborator within sixty (60) days of collecting the Closed Deal’s reservation dues on accepted Opportunity’s Equipment or order payment is received, by SFM.

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Depending upon the deal type, all deals must have 1 commissionable entity registered per contract. SFM only permits 1 commissionable entity per contract which should be stated in writing as soon as possible from the start of a potential project/opportunity. If multi-party commission is expected, the entity first registered shall prevail per project. All outside commission opportunities and commission structures should be disclosed up front to SFM. If the commissionable entity relationship is not clearly stated in writing and via a Collaborator deal submission form, it will be up to SFM to determine at its sole discretion.

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Commissions are paid in United States dollars (or Crypto Equivalent Stable Coin) and are subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Collaborator is solely responsible for payment of any and all taxes imposed or incurred in connection with any Commissions paid. Collaborator agrees to complete and provide any and all tax documentation (including an IRS Form W-9) reasonably requested by SFM to comply with any tax reporting obligations of any jurisdiction. Collaborator understands and acknowledges that SFM may issue a Form-1099 in the event that total Commission paid, to Collaborator is equal to $600 or more.

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Confidentiality

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All non-public, confidential or proprietary information of SFM, including, but not limited to, product or service pricing, specifications, ideas or materials of a technical or creative nature, designs and specifications, and other materials and concepts relating to SFM's processes, technology or other intellectual property rights, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing calculations, discounts or rebates, disclosed by or on behalf of SFM to Collaborator, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement (collectively, “Proprietary Information”) shall be confidential and used by Collaborator for the sole purpose of performing Collaborator’s duties under this Agreement, and may not be disclosed or copied by Collaborator unless authorized by SFM in writing.  

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Limitation of Liability

Stellar Forge warrant’s that any Product purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which products of the kind are commonly supplied. This warranty does not apply to any defect in the Product arising from fair wear and tear, willful damage, accident, negligence by you or any third party if you use the Product in a way that we do not recommend, your failure to follow instructions, or any alterations or repair you carry out without our prior written approval. You are responsible for back-up, surge protection, and protection from liability or damage of your premises or equipment as relates to the Products (unless otherwise noted). Stellar Forge has no liability or responsibility due in whole or in part to any Force Majeure Event meaning any event, occurrence or condition arising or continuing due to factors beyond Stellar Forge’s reasonable control including, but not limited to catastrophic storms or floods, lightning, earthquakes and other acts of God, wars, civil disturbances, revolts, insurrections, terrorist activity, sabotage, interruption of electrical service, disasters, fires, explosions, or actions of a third party or government authority that were not requested, promoted or caused by Stellar Forge.

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From time to time, as machine hashrates of the same unit type/model vary, there is no way to guarantee as to what hashrate the factory may release or substitute to us. Industry satisfactory substitutes may happen and in no way change what is valued at time of purchase or a customer order. If the factory offers a reimbursement for a change, which is not typical, Stellar Forge at its sole discretion will make a decision as to what to do, but in no way is Stellar Forge required to compensate customers for the difference in variance.

Indemnification

You agree to indemnify and hold Stellar Forge and its subsidiaries, affiliates, directors, officers, agents, and employees harmless from any claim, demand, action, citation, loss (including loss of profits or revenue), liability, damage, fine, penalty, legal proceeding or expense (including attorneys’ fees), including, but not limited to, those arising out of or resulting from the death or bodily injury of any person, or the damage, loss or destruction of any real or tangible personal property, made by any party against Stellar Forge, its subsidiaries, affiliates, directors, officers, agents, and employees arising out of or related to your use of or inability to use the Service, the provisioning or alleged failure to provision the Service, a violation of any provision of these Terms, or your violation of any rights of another, including, but not limited to, any intellectual property rights.
 

Class Actions

You hereby expressly agree that any Claim brought by you must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple parties, or similar proceeding (each a “Class Action”). You expressly waive any ability to maintain a Class Action in any forum. An arbitrator shall not have authority to combine or aggregate similar Claims or conduct any Class Action or make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Miscellaneous

You acknowledge and agree that these Terms, together with all other terms and conditions incorporated herein, constitute the entire agreement of the parties for the provision and use of the Service and the complete and exclusive statement of the terms agreed upon, all prior agreements and understandings being merged herein. Neither these Terms nor any interest herein of Collaborator may be assigned, sublet, or in any manner transferred by Collaborator without the prior, written consent of Stellar Forge, which consent may be withheld in Stellar Forge Mining’s sole discretion. Any attempted assignment or transfer in contravention of the preceding sentence shall be void. A waiver by Stellar Forge of any terms herein shall not be construed as a waiver of any subsequent breach of these Terms.

These Terms shall be governed by the laws of the State of Kansas without regard to its conflicts of law principles, and venue shall be proper only in Johnson County, Kansas.

No amendments or modifications to these Terms shall be effective or binding against Stellar Forge Mining unless expressly agreed to in writing by an authorized representative of Stellar Forge. Any Collaborator communications in connection with these Terms may be provided by email. However, any legal notices relating to these Terms must be provided in writing and sent to Stellar Forge at the address set out in the applicable Commission Agreement or any address later provided by Stellar Forge. All notices will be sent by a major commercial delivery courier service or mailed in a manner that requires a signature by its recipient.

These Terms are entered into solely between and may be enforced only by, Stellar Forge and Collaborator. These Terms will not be deemed to create any third-party rights or obligations thereto. Each party to these Terms will be acting as an independent contractor, and nothing herein will be construed to create a partnership, joint venture, or any type of agency relationship between Stellar Forge and Customer.

Links To Other Web Sites

Our site may contain links to third-party websites or services that are not owned or controlled by Stellar Forge Mining.

Stellar Forge Mining has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree Stellar Forge Mining shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such web sites or services.

Termination               

We may terminate or suspend access to our Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will try to provide notice from time to time of updates. What constitutes a material change will be determined at our sole discretion.

Contact Us

If you have any questions about these Terms, please contact us.

Mailing Address:
 

Stellar Forge Mining, LLC

11936 W. 119th Street PMB #156

Overland Park, KS 66213

Email Address:

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info@stellarforgemining.com