CryptoMinerHub Hosting Agreement
MINING SERVICES AGREEMENT
This Mining Services Agreement (this “Agreement”) is made as of [____________] (the
“Effective Date”), by and between Block Mining USA, LLC, DBA CryptoMinerHub (“Service
Provider”) and _________________ (“Customer”). Service Provider and Customer are each
referred to as a “Party” and collectively as the “Parties”. All terms are defined in Exhibit A
WHEREAS, Customer wishes to acquire from Service Provider certain colocation, operation, management and maintenance services (the “Services” as further described in Section 1 below);
and WHEREAS, Service Provider wishes to provide to Customer the Services, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.1 During the Term, Service Provider will receive, operate, manage and maintain the Customer Mining Equipment on the Premises in accordance with this Agreement. Service Provider agrees that all operation of the Customer Mining Equipment will be on Customer’s behalf, subject to the fees and costs set forth in this Agreement. Service Provider shall deliver the Services in a commercially reasonable manner of at least 95% minimum uptime per year. The Service Provider shall not be liable for any periods of operational downtime, including but not limited to curtailment periods, events related to weather conditions, natural disasters, or any failure on the part of utility companies or third-party partners to deliver electricity to the Facility, irrespective of the reason for such failure.
1.2 Allocation of Mining Power. Service Provider shall provide the Services such that the Customer will use the Customer Mining Equipment to Mine its intended cryptocurrency unless otherwise agreed to in writing by the Customer and Service Provider. Service Provider shall not use aftermarket firmware or otherwise use the Customer Mining Equipment to mine any other Digital Asset not expressly stated herein unless otherwise agreed to in writing by the Customer and Service Provider.
1.3 Management and Maintenance.
1.3.1 Throughout the Term, Service Provider shall be responsible for the management
and maintenance of the Customer Mining Equipment. Service Provider’s
responsibilities will include ongoing monitoring of performance metrics in an
effort to maximize miner performance and payment and management of
employees and contractors performing services related to this Agreement.
Service Provider will host or secure hosting services for Customer and in either
case shall ensure ; (i) Premises security; (ii) overall Premises maintenance; (iii)
power and infrastructure maintenance; (iv) Premises safety protocols; (v) power
procurement and billing; (vi) heat management; ; and (vii) all other such services
as required for the Customer Mining Equipment to achieve the operation.
1.3.2 All such maintenance shall be performed in a diligent, competent and
workmanlike manner. Service Provider, at its expense, will make industry
standard efforts to perform all upgrades with a goal for the software or firmware
of Customer Mining Equipment to maximize Uptime and Generated Digital
Asset. In the event that Customer Miner Equipment needs repairs or additional
physical maintenance, Service Provider, with the consent of Customer and at
Customer’s expense in respect of out-of-pocket and third-party expenses, shall
address and facilitate repairs to Customer Mining Equipment, payable in advance
by Customer upon receipt of invoice. Repair invoices shall be a best estimate,
and Customer understands and agrees that additional labor costs may be involved in repairs that are later determined to be significantly more involved than
originally estimated. For significant third-party repair expenses, Service Provider
reserves the right to request that Customer either advance funds for the expenses
or pay the third party directly.
1.3.3 Discontinuation. No repairs or physical maintenance shall be effected by Service Provider prior to receiving payment toward the estimated repair costs. If the Customer is delayed with the payment of the Service Costs for more than 10
days, Service Provider has the right to discontinue the administration of the
services, which includes the cutting of the electricity supply to the Customer
Mining Equipment. The Customer shall be informed by Service Provider about
the discontinuation of the administration via e-mail to the address provided by
the Customer. Service Provider reserves the right to recover losses by mining the
Customer Mining Equipment until the debt amount is covered.
1.4 Deposit of Digital Assets. Customers maintain full control over their own mining pool. We
recommend ViaBTC or ANTPOOL.
2. COSTS; FEES.
2.1 All power and management costs shall be incorporated into the total Service Fee charged to the Customer. However, in the event that it becomes necessary to adjust the rates charged to Customer for the costs of the Services provided hereunder, Service Provider reserves the right to increase the fee charged to Customer upon thirty (30) days’ written notice.
2.2 Service Fee. In exchange for providing electricity, monitoring and maintenance of Customer
Mining Equipment, Service Provider will receive the Service Fee for each Payout Period during the Term in accordance with this Agreement.
2.3 Payment. Payment Obligations and Remedies for Non-Payment: Customer shall remit payment of all costs and fees as detailed in monthly invoices issued by the Service Provider. Such payments shall be due and payable no later than five (5) calendar days following the issuance of each monthly invoice. In the event of Customer's failure to make timely payment as herein specified, Service Provider reserves the right, at its sole discretion, to redirect any and all mining proceeds generated by the Customer's Mining Equipment to the digital wallet owned or controlled by the Service Provider until such time that all outstanding payments are fully remitted. Further, if the Customer fails to make payment within fifteen (15) calendar days after a monthly invoice has been issued, the Service Provider reserves the right, without further notice or obligation, to assume ownership of the Customer's Mining Equipment.
2.4 Disputes. Customer may, in good faith, dispute any invoice or any part thereof (a“Disputed Amount”) by submitting a written notice of such dispute along with reasonable supporting documentation within ten (10) calendar days of the date of the initial invoice on which the Disputed Amount appears. Service Provider will review the Disputed Amount after its receipt of the relevant notice and will provide Customer with any and all evidence demonstrating the propriety of the invoice. If the amount was billed in error, a credit for the amount invoiced incorrectly will be made to the next invoice. If the amount was invoiced correctly, Customer will pay the amount by the due date of the next invoice.
3. RISK NOTICE
3.1 “Cryptocurrencies” refers to distributed, decentralized peer-to-peer digital currencies; and, actions with cryptocurrencies carry inherent risks, and include KADENA (KDA). Cryptocurrencies are uninsured, unregulated and decentralized, and the value of any mining agreement or any amount of any cryptocurrency is subject to change due to fluctuating market prices.
4. RECORDS AND REPORTING.
Service Provider will prepare reports, per Payout Period, as specified above, and provide Customer with access to a copies of such reports as reasonably requested by Customer, the form and substance of such reports to be reasonably agreed by the Parties with the goal of providing Customer full transparency as to the operations and output of the mining activities that lead to the generation, or lack thereof, of digital assets.
Service Provider may use its affiliates and any third-party contractors, vendors and/or service providers to provide the Services (in whole or in part) (“Contractors”).
6. OWNERSHIP; MINING POOL & SECURITY.
6.1 For the avoidance of doubt, as between the Parties, all Customer Mining Equipment and Digital Asset Customer Allocation shall remain the sole property of Customer and will not be construed as fixtures or fittings or otherwise attached to a Service Provider facility or to any third-party service provider. As between the Parties, Service Provider or Service Provider’s third-party service provider retains title to all racking, connectors, fittings, parts and other materials used or provided by Service Provider or Service Provider’s third-party service provider where Customer’s miner(s) are located.
6.2 Selection of Mining Pool. Customer shall timely provide Service Provider all information relating to the mining pool it seeks to join. Customer is always responsible for the selection of the mining pool and for monitoring pool performance and instructing Service Provider to make any changes to the mining pool Customer seeks to use. Customer will comply with any process established by Service Provider for establishing addresses, changes to addresses, and changes to the allocation of hash power which will include secondary verifications and multiple approvals. Customer will give Service Provider at least three (3) Business Days’ notice of any change in addresses or pool location. Customer shall pay a cost for labor, solely determined by Service Provider in good faith, for any excess changes of pools or addresses.
6.3 Customer is solely responsible for the security of Customer’s private keys. Customer shall hold Service Provider harmless from breaches of user or access security with respect to any of Customer Hardware or the Hosting Facility. Service Provider does not provide any service to detect or identify any security breach of Customer Hardware or the Hosting Facility. Service Provider does not provide any tests employing tools and techniques intended to gain unauthorized access to Customer Hardware or Customer’s personal property.
Insurance Provisions: Effective as of the date first above written and continuing throughout the term of this Agreement, the Service Provider shall maintain a policy of general liability insurance, to the extent that such coverage is available at commercially reasonable costs. Notwithstanding the foregoing, it is strongly recommended that the Customer secure its own
insurance coverage for its Mining Equipment, as the Service Provider's insurance may not extend to cover losses or damages to Customer's Mining Equipment.
8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
8.1 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS AND SERVICE PROVIDERS EACH EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES OR PROVISION OF THE CUSTOMER MINING EQUIPMENT, WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, EVEN IF A PARTY, ITS AFFILIATES AND ITS AND THEIR THIRD PARTY LICENSORS OR SERVICE PROVIDERS HAVE BEEN INFORMED OF SUCH PURPOSE, OR ANY REPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. CUSTOMER, ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS AND SERVICES PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY USE, MAINTENANCE, STORAGE, HOSTING, OR RECEIPT OF THE CUSTOMER MINING EQUIPMENT BY SERVICE PROVIDER OR OTHERS.
8.2 EXCLUSION OF DAMAGES. EXCEPT AS OTHERWISE PROVIDED BY LAW, NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS (DIRECT OR INDIRECT), OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9. TERM AND TERMINATION.
9.1 This Agreement shall commence on the Effective Date and will remain in effect for a twelve (12) month period unless terminated in accordance with the terms set forth in this Agreement (the “Term”). This Term shall automatically renew for additional one (1) year terms unless either Party gives at least thirty (30) days’ advance written notice that it does not intend to renew the Agreement.
9.2 If Customer materially interferes with any of Service Provider’s operations and Customer fails to remedy such interference within fifteen (15) business days after receipt of notice by Service Provider, Service Provider reserves the right to immediately terminate the contract, and Customer forfeits any pro rata portion of fees paid under this Agreement. Customer shall bear all costs to have Customer’s Mining Equipment returned.
9.3 Either Party may terminate this Agreement immediately upon written notice to the other Party in the event such other Party (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed against it, which involuntary petition is not discharged within sixty (60) days; (c) becomes insolvent; (d) makes a general assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a receiver appointed for all or any substantial part of its assets; (g) ceases conducting business in the normal course for at least ninety (90) days; (h) has all or any substantial part of its assets attached in a judicial proceeding (excluding consensual liens); or (i) experiences an event analogous to any of the foregoing in any jurisdiction in which all or any substantial part of its assets are situated.
9.4 Either Party may terminate this Agreement upon written notice to the other Party if such other Party breaches any material term or condition of this Agreement and fails to remedy the breach within thirty (30) days after being given written notice thereof.
9.5 Service Provider may terminate this Agreement for any reason upon thirty (30) calendar days written notice to the Customer.
9.6 Following the expiration or termination of this Agreement, each Party’s rights and obligations under this Agreement shall terminate and Customer shall be entitled to the immediate possession of all Customer Mining Equipment. Upon expiration or termination of this Agreement, the Parties shall cooperate to facilitate the removal of Customer Mining Equipment from the Premises at Customer’s sole cost; provided, however, that if Customer terminates this Agreement pursuant to Section 9.2 then Customer shall be reimbursed for the reasonable cost of relocating its Mining Equipment from the Premises.
10. COMMUNICATIONS AND NOTICES.
10.1 All notices, requests, or other communications or documents to be given under this Agreement shall be in writing and addressed to the person(s), and at the addresses, set forth for each Party below:
Block Mining USA, LLC, DBA CryptoMinerHub
1207 Delaware Ave
Wilmington, DE 19806
10.2 Notices shall be deemed effective when sent by e-mail with confirmation of transmission by the transmitting equipment. Each Party may designate a different address or contact person by notice given in the manner provided in this section.
11. REPRESENTATIONS AND WARRANTIES.
11.1 Each Party hereby represents, warrants and covenants to the other Party that: (a) it has full, right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) the execution of this Agreement and the performance of its obligations hereunder do not and will not constitute any material breach of any agreement to which it is a party; and (c) it will comply with all applicable laws that apply to its performance hereunder.
11.2 Each Party hereby represents, warrants and covenants that as between Service Provider and Customer, Customer will be the beneficial owner of the Digital Asset Customer Allocation and there will be no third-party beneficiaries to the Agreement.
11.3 Service Provider hereby represents, warrants, and covenants that:
(i) the Service, the Service Provider Software, and the use thereof by Customer as contemplated under this Agreement, do not and will not knowingly infringe, violate, or misappropriate the Intellectual Property Rights of any person or entity anywhere in the world;
(ii) Service Provider’s facility is and shall remain for the Term in good operating
condition and fit for use for Mining operations;
(iii) Service Provider has no right, interest, or title in the Digital Asset Customer
(iv) the Services and Service Provider Software do not contain or cause any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code to be installed on or introduced into the Customer Mining Equipment or Customer’s information technology, and that Service Provider shall use commercially reasonable best efforts to maintain the same. Service Provider will not, including through its Contractors or otherwise, engage in any acts or fail to take any act that could or does result in the disablement, interference, or impairment, in whole or in part, of the Mining Equipment or Customer’s information technology;
(v) no fiduciary relationship is formed by or through this Agreement;
(vi) Service Provider will perform its obligations under the Agreement in compliance with all applicable laws, rules and regulations; and
(vii) Service Provider possesses, and will maintain, all licenses, registrations,
authorizations and approvals required by any governmental agency, regulatory authority or other party necessary for it to operate its business and engage in the business relating to its provision of the Services.
11.4 Customer hereby represents, warrants, and covenants that:
(i) Customer owns and/or has the beneficial right to use the Customer Mining
(ii) Customer Mining Equipment is in good operating condition, fit for use, free of
viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code, and satisfies the specifications for such Customer Mining Equipment when delivered to Service Provider; and
(iii) Customer will perform its obligations under the Agreement in compliance with all applicable laws, rules and regulations.
(iv) Customer it expressly agrees to all terms included herein.
12. GENERAL PROVISIONS.
12.1 No Other Expenses. Other than the fees and expenses expressly provided for herein, each party shall be solely responsible for its expenses and costs of performing under this Agreement.
12.2 Governing Laws and Dispute Resolution. This Agreement will be construed in accordance with the laws of the State of Delaware as applied to contracts made and performed
entirely therein, and without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties. All disputes, suits, actions or proceedings (“Dispute”) relating to this Agreement shall first attempt to resolve such matter within fifteen (15) business days following the date a written notice of the dispute is made by any Party. If the Parties are unable to resolve the dispute within the foregoing time period, the matter shall be mediated (the “Mediation”) within thirty (30) business days from the date a written request for mediation is made by any Party. The Mediation shall take place in either the State of Delaware or by mutual agreement via video platform and shall be in English. The Mediation shall be conducted before a single mediator to be agreed upon by the Parties. If the Parties cannot agree on the mediator, each party shall select a mediator and such mediators shall together unanimously select a neutral mediator who will conduct the Mediation. Each Party shall bear the fees and expenses of its mediator and all the Parties shall equally bear the fees and expenses of the final mediator. If the dispute has not been resolved through the Mediation, such matter shall be determined through binding Arbitration, under the Commercial Rules of the American Arbitration Association. The Arbitration shall be in English and the Arbitrator governing the proceedings shall have at least 10 years of experience in business transactions and at least 5 years in cryptocurrency/blockchain transactions. The Arbitration shall take place in Delaware or by mutual agreement via video platform. The prevailing party shall be entitled to recover reasonable attorney fees and costs.
12.3 Assignment. Neither Party shall assign, sublicense or otherwise transfer this Agreement, in whole or in part, to an unaffiliated third party without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.
12.4 Entire Agreement. This Agreement, including any updates, exhibits, or amendments, constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding the same. This Agreement may only be modified by a written instrument properly executed by the Parties (and such written instrument shall explicitly say that it is an amendment hereto so that no informal amendment inadvertently occurs).
12.7 Intellectual Property. Nothing in this Agreement shall be deemed to grant to either Party any rights or licenses, by implication, estoppel or otherwise, to any of the other Party’s Intellectual Property Rights. Neither party shall contest or challenge, or assist any third party in contesting or challenging, the validity or enforceability of any of the other party’s Intellectual Property Rights. To the extent Customer utilizes any software or platform, process, solution, or innovation created by Service Provider (“Service Provider Intellectual Property”) in furtherance of this Agreement, including the dashboard, Service Provider grants to Customer a revocable, non-sublicensable, exclusive, non-transferable limited license during the Term to use, test, install, integrate, modify, and reproduce the Service Provider Software in connection with using the Services.
12.9 No Exclusivity. This Agreement in no way establishes any exclusive arrangement between Customer and Service Provider. Each Party acknowledges and agrees that the other Party is free to enter into agreements and other arrangements with any third parties, at any time, regarding any products or services.
12.10 Parties Are Sophisticated and Represented. No preference shall be given to one Party by virtue of the fact that such Party did not draft this Agreement. No bias shall be placed against the drafter. Each Party has been advised and offered the opportunity to seek legal counsel regarding this Agreement. To the extent it chooses not to or to limit such, it hereby waives any later complaint that it lacked proper counsel or understanding. No failure by any Party to insist upon the strict performance of this Agreement shall constitute waiver of any breach, covenant, duty, or term herein.
12.11 Counterparts / Execution. The Agreement may be executed in counterparts, which together shall constitute a single instrument, and may also be executed by electronic signature, and the Parties agree that facsimile, digitally scanned or other electronic copies of signatures shall be valid and binding as originals.
12.12 Taxes. The Costs and fees set forth herein do not include any foreign, federal, state or local sales, value added, use, withholding or other similar taxes, tariffs or duties, however designated, levied against the sale, licensing, delivery or use of the Services (“Taxes”). Each Party shall be responsible for its own Taxes. Customer shall not be liable for any Taxes based on Service Providers’ net income and ad valorem, personal and real property taxes imposed on Service Provider’s owned or leased property.
12.13 Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”):
(a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics or
explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action that renders the provision of the Services unlawful or that is so onerous it renders provision of the Services not commercially practicable; (e) embargoes or blockades in effect on or after the date of this Agreement; (f)
national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within five (5) business days of the Force Majeure Event to the
other party, stating the period of time the occurrence has occurred and is expected to continue. The Impacted Party shall use diligent efforts to prevent and/or end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In
the event that a Force Majeure Event cannot be practically cured by the Impacted Party, the Parties shall discuss in good faith whether the contract should be terminated, in whole or in part, or remain in place.
12.14 Survival. The provisions contained in this agreement relating to confidentiality, indemnification, limitation of liability, representations and warranties, dispute resolution, and termination and term, and Exhibits A and Schedule 1 shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly
authorized officers as of the Effective Date.
Exhibit A - Definitions
“Costs” means, collectively, the Power Costs and Management Costs.
“Customer Wallet” means a digital wallet for storing Digital Assets at an address provided to Service Provider by Customer in writing (email sufficient).
“Customer Mining Equipment” means, the assets and Customer property outlined in Schedule 1.
“Digital Asset” means any denomination of cryptocurrencies, virtual currencies or other digital assets.
“Digital Asset Customer Allocation” means the Generated Digital Assets minus the Performance Fee (as adjusted pursuant to the Agreement).
“Downtime” means, for each calendar month, time that installed, non-defective Customer Mining Equipment is not available to Mine in accordance with this Agreement, excluding periods of time in which the Customer Mining Equipment that has been delivered to Service Provider is not available resulting from or relating to Scheduled Maintenance, Emergency Maintenance or power
curtailment set forth by the power provider.
“Emergency Maintenance” means critical maintenance of the Customer Mining Equipment or Service Provider’s facilities that cannot wait for Scheduled Maintenance and would result in permanent damage to the Customer Mining Equipment if not addressed expeditiously, provided that such critical maintenance is not required as a result of Service Provider’s acts or omissions.
“Estimated Daily Costs” for a given Payout Period are equal to the Estimated Monthly Costs divided by the number of days in a given month.
“Estimated Monthly Costs” for a given month means a good-faith estimate made by Service Provider prior the beginning of such month of the total Costs that will be incurred for such month, considering the estimated utility rates and energy usage of past months along with any known changes that may affect these metrics in the given month.
“Generated Digital Assets” means, for any Payout Period, the Digital Assets provided as a reward for Mining by the Customer Mining Equipment.
“Intellectual Property Rights” means all forms of intellectual property rights and protections held by such Party and may include without limitation all right, title and interest arising under U.S. common and statutory law, and under the laws of other countries, in and to all (a) patents and all filed, pending or potential applications for patents, including any reissue, reexamination, division, continuation or continuation-in-part applications throughout the world now or hereafter filed; (b) trade secret rights and equivalent rights; (c) copyrights, other literary property or authors rights,
whether or not protected by copyright or as a mask work; and (d) proprietary indicia, trademarks, trade names, symbols, domain names, URLs, logos and/or brand names.
“Mine” or “Mining” means the process in which transactions for Digital Assets, or the Digital Asset specified in this Agreement, are verified and added to a blockchain digital ledger.
“Service Provider Wallet” means a digital wallet for storing Digital Assets at an address provided to Customer by Service Provider in writing (email sufficient).
“Scheduled Maintenance” means the periods when Service Provider has scheduled the Customer Mining Equipment to be unavailable to Mine in accordance with this Agreement for purposes of preventive and/or corrective maintenance of the Customer Mining Equipment or Service
Provider’s facility, provided that (i) Customer is advised of such periods twenty-four (24) hours in advance, (ii) any such individual period may not be longer than five (5) hours in length, and (iii) such periods may not total more than five (5) hours in any calendar month in aggregate.
“Uptime” means, for each calendar month, the availability of the delivered Customer Mining Equipment for Mining in accordance with this Agreement as a percentage equal to (a) the difference between the total number of minutes of Downtime in such month and the total number of minutes in such month, divided by (b) the total number of minutes in such calendar month.