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Partnership
Program Agreement

Version 1.0
Last updated on July 11, 2020

1. SCOPE

1.1. This Agreement governs Your participation in the Braiins OS+ Partnership Program. As a participant of the Braiins OS+ Partnership Program You may refer the Braiins OS+ software to new miners to earn rewards.

1.2. This Agreement is legally binding. By applying for and by participating in the Braiins OS+ Partnership Program in any way, You accept all the terms and conditions set out in this Agreement.

1.3. If You do not agree with any terms and conditions of this Agreement, do not apply for and do not participate in the Braiins OS+ Partnership Program.

1.4. Braiins reserves the right to change or amend the terms and conditions set out in this Agreement at any time. In such case, Braiins will always notify You of any such changes and amendments. In the event You do not agree with such changes or amendments, You may always terminate this Agreement (see the Term and Termination section hereof).

2. DEFINITIONS

2.1. Any capitalized terms used in this Agreement shall have the meaning given to them in the Definitions section hereof unless explicitly stated otherwise:

“Braiins” refers to the commercial company Braiins Systems s.r.o., with its registered office at Křižíkova 148/34, Karlín, Prague 8, Czech Republic, Id. No. 241 47 931, registered in the commercial register kept by the Municipal Court in Prague under file No. C 183056.

“You” refers to any individual or legal entity applying for and participating in the Braiins OS+ Partnership Program.

“Braiins OS+” or “Software” refers to a Linux based operating system for cryptocurrency mining devices called “Braiins OS+” downloaded from Website or otherwise provided to customers by Braiins and any copies and updates thereof.

“Custom Software” refers to a unique copy of Software containing Your personal identifier that allows Braiins to determine whether the version of Software used by a customer has been referred to the customer by You. The Software becomes Custom Software within the meaning of this Agreement also when the customer during the Software installation uses a unique referral code that was provided to You by Braiins.

“Braiins OS+ Partnership Program” and “Partnership Program” both refer to the referral program described in this Agreement. As a participant of the program You will be allowed to refer the Software to new customers. If any new customer installs and uses the Software provided by You (Custom Software), You may be entitled to a reward as described in this Agreement.

“Agreement” refers to the agreement concluded between Braiins and You when You apply for and/or participate in the Braiins OS+ Partnership Program. The terms and conditions of the Agreement are set out herein. The terms and conditions agreed upon when You applied for the program (such as exact reward amount) constitute an integral part of this Agreement as well.

“Software License Agreement” refers to the agreement governing the use of Software by customers as available on the Website.

“Referred Customer” refers to any customer using Custom Software as a direct result of Your actions hereunder.

“License Fee” refers to a non-monetary license fee provided by the customers using the Software to Braiins under the Software License Agreement. As license fees the customers provide to Braiins a portion of computing power generated by any and all virtual currency mining devices on which the Software is used under the granted license. The computing power is provided to Braiins when the virtual currency mining device has used the agreed computing power to perform certain processing operations that were designated and sent to the customer by Braiins.

“Website” refers to a website https://braiins-os.com/ and any subdomains thereof.

“Slush Pool Website” refers to a website https://slushpool.com/ and any subdomains thereof.

2.2. The section headings in this document are for Your convenience only and shall not govern the meaning or interpretation of any terms and clauses herein.

3. PARTICIPATION

3.1. Please, bear in mind that Braiins reserves a right to reject an application for participation in the Braiins OS+ Partnership Program for any reason or for no reason at all. The assessment of any new application is, therefore, at sole discretion of Braiins.

3.2. To be able to participate in the Partnership Program You must create a user account on the Slush Pool Website and comply with the Slush Pool General Terms and Conditions governing Your use of the user account, the reward pay-outs etc.

3.3. To be able to participate in the Partnership Program You must agree to the Software License Agreement and Customer Support Agreement as available to review on the Website.

4. SOFTWARE REFERRAL

4.1. Under this Agreement You are granted a limited non-exclusive right to refer the Software to new customers and you may be entitled to a reward, if a new customer then begins using the Software (Custom Software) as a result of your activities pursuant to this Agreement.

4.2. To be able to participate in the Partnership Program, You will be

- provided with a copy of Custom Software that contains an identifier that allows Braiins to identify that the copy was provided to a customer by You; and/or

- provided with a referral code that will be used by a customer upon installation of the Software and that also allows Braiins to identify that the Software was referred to the customer by You (once the code is used by the customer the Software is also referred as the Custom Software).

4.3. You may use any referral channels to refer the Software to new customers, but You must always comply with this Agreement, above all with the “Limitations” section hereof.

4.4. When referring the Software to new customers, You must under all circumstances always provide the customer with a current copy of Software License Agreement applicable to the use of the Software and communicate to the potential customer any other current terms and conditions applicable to the use of the Software that are accessible on the Website.

4.5. To comply with the notification obligation above, please, visit the Website frequently and instruct the Customers to do so as well since the Software License Agreement may change from time to time.

5. LIMITATIONS

No Referral to Current Customers

5.1. Under this Agreement you are not entitled to address any current customers that already use the Software and/or mine virtual currency on the mining pool operated by Braiins.

5.2. The customer is considered as “current customer” within the meaning of this Agreement, if they have installed and/or used any version of the Software (including any Custom Software versions provided by other participants of the Partnership Program) on any virtual currency mining device during the last six (6) months before the Software was referred to them by You.

5.3. The customer is considered as current even if they use the Software only with some of the virtual currency mining devices.

5.4. The customer is considered as current even if they themselves have not used the Software, provided they use virtual currency mining device that had the Software installed during the period of last twelve (12) months before they were referred the Software by You.

5.5. If You breach this Agreement and refer the Software to any of the current customers and such customers install the Custom Software and use it to mine virtual currencies, You are not entitled to any reward hereunder.

Channels

5.6. You may use any channel including but not limited to websites (own or third party), email, YouTube channels, or any other promotional services that can be used to refer the Software to new customers. You are solely responsible for the development, operation, and maintenance of any such channels.

5.7. You shall not make any promotional, advertising or any other public statements regarding Braiins and its products and services that are misleading, incorrect or that may in any way harm the public image of Braiins among the current and potential customers or any other third parties.

Imitation and Copyright Infringement

5.8. You shall not use a website or any other channels that is confusingly similar to the Website, Slush Pool Website or any other website or communication channel operated by Braiins, or act in any way that may mislead third parties into thinking that You are Braiins or subsidiary thereof, or that You are legally representing Braiins in any way.

5.9. You shall not use copycat sites, or use any content or images from the Website, except for content and images which have been expressly allowed for use by You.

5.10. You shall not own a domain which includes the trademark of Braiins. Domains containing the text "Braiins", “Braiins OS” or “Slush Pool” or confusingly similar versions thereof are strictly prohibited.

5.11. You shall comply with Braiins trademark, copyrighting and other intellectual property rights communicated to You.

Emails and Spam

5.12. You shall not send any email or other form of electronic message or advertisement containing the Braiins, Slush Pool or product’s name, product, website address, meta tag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from You or unless You have a pre-existing business relationship with the recipient.

5.13. In addition, you shall provide all recipients of any such communication with the ability to opt out of further communications from You by permitting such recipient to send an unsubscribe email to You.

5.14. You must not use Braiins or Slush Pool brand name or typos in the “From” address line. All Your email correspondence must contain Your email addresses.

Software and Search Engines

5.15. You shall not apply, acquire, use or bid on search engine traffic using the terms “Braiins”, „Braiins OS“, “Slush Pool” or similar marks, or any misspellings of them. You also agree not to include the above-mentioned keywords in the display URL for purchased keywords.

Ownership and License

5.16. You shall acknowledge that Braiins own and will retain all rights, titles, and interests in the Software and any other provided content, including, without limitation, any proprietary rights which may be developed in the future.

5.17. We grant you, for the duration of the Agreement, limited, revocable, non-exclusive, license to refer and distribute the Software (Custom Software) to new customers. All the other provisions of Software License Agreement apply to You without any exceptions as well.

5.18. Upon using the Custom Software, the Referred Customer enters into a separate Software License Agreement directly with Braiins.

Compliance with laws and regulations

5.19. You agree to comply with all applicable laws and regulations, whether foreign, federal, state or local, applicable to the activities performed hereunder.

5.20. You agree to cooperate with Braiins customer service and to refer any customer service inquiries regarding the Software and other products and services of Braiins immediately to Braiins by submitting a support ticket in the Help Center section of our Website  (https://slushpool.com/help/). You shall not respond to any customer service inquiries regarding the above-mentioned products and services, unless You were explicitly allowed to do so by Braiins.

6. REWARD

6.1. In the event that a new customer installs and uses the Custom Software on their device to mine virtual currencies as a result of Your activities, You are entitled to a reward described in this Section 6.

6.2. As reward You will be provided a portion of the virtual currency coins that have been mined on the mining pool operated by Braiins using the computing power provided to Braiins as License Fees from all virtual currency mining devices with the Custom Software installed belonging to the Referred Customer.

6.3. The exact portion (percentage) of virtual currency coins that shall be provided to You as the reward hereunder shall be specified before or at the time when this Agreement is concluded.

6.4. You are entitled to the reward described above for the duration of this Agreement and for the additional twelve (12) months after the termination hereof.

6.5. The reward will be accounted to Your Slush Pool user account. Any reward-related topics, such as the payout etc., are governed by the Slush Pool General Terms and Conditions.

7. TERM AND TERMINATION

7.1. The Agreement is concluded for an indefinite term and continues until terminated by any of the parties hereto.

7.2. Any of the parties to this Agreement may terminate it for any reason or without a reason by a notice with a notice period of one (1) month by sending an email notice to the other party.

7.3. Braiins may terminate this Agreement immediately and without prior notice if You fail to comply with any term or condition of this Agreement.

8. LIABILITY AND WARRANTIES

9. Note, that if the customer that was referred the Software by You, decides to install any other version of the Software other than Your Custom Software, You are not entitled to any reward hereunder.

10. Note, that if the Referred Customer decides to reinstall the Custom Software with any other version of the Software than Your Custom Software, You will not be entitled to any reward hereunder anymore.

11. In the event of updates (when the Software is not reinstalled, but is solely updated), You will still be entitled to a reward hereunder.

11.1. Braiins shall not under any circumstances be held liable to You for any direct, indirect, special, consequential, punitive or any other damages and costs including, but not limited to, loss of profit, loss of revenue, loss of business opportunity arising out of or in connection with this Agreement under any theory of liability, even if advised or aware of the possibility of such damages.

11.2. Braiins shall especially under no circumstances be held liable to You if the computing power of the Referred Customer designated as License Fees was not used to mine virtual currencies on mining pool operated by Braiins for any reason. This includes for example any technical reasons or breaches of the Software License Agreement by the Referred Customers.

11.3. Under certain laws it may not be possible to disclaim liability and warranties completely. For such cases Braiins hereby disclaims its liability and warranties to the fullest extent permissible by the applicable law.

11.4. If the warranties and liabilities disclaimers above are found void or invalid or otherwise unenforceable, You agree that total liability of Braiins is limited to the monetary value of the reward received by You in the period of four (4) months immediately preceding the event or circumstance giving rise to such liability (the monetary value is calculated as of the moment when the reward was received by You).

11.5. The Software may be subject to the export laws of the Czech Republic as well as the laws of the country where it is delivered or used. You agree to abide by these laws.

11.6. You understand that certain functionalities of the Software, such as encryption, may be subject to import or export restrictions in the event that You transfer the Software from the country of delivery, and You are responsible for complying with applicable restrictions.

12. NOTICES

12.1. Any notifications addressed to Braiins hereunder shall be sent to the following email address: edward.evenson@braiins.cz and are considered as delivered when the delivery has been confirmed by Braiins.

12.2. Any notifications addressed to You hereunder shall be sent to the email address listed under Your Slush Pool account and is considered as delivered five (5) days after it has been sent thereto.

12.3. Any mass communication addressed to You as well as to other participant of the Partnership Program may be delivered to You by publishing it on the easily accessible designated part of the Website and/or Slush Pool Website. In that event it shall be considered as delivered thirty (30) days after it has been published.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. The laws of the Czech Republic, without regard to principles of conflict of laws, shall govern this Agreement and any dispute of any sort that might arise between You and Braiins in connection herewith (including any claims under any liability theory). The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2. Any dispute relating in any way to this  Agreement shall be decided with final effect before the courts of the Czech Republic, in particular before the District Court for Prague 8 and (in the event that the regional court decides as a first instance court) before the Municipal Court in Prague.

13.3. Should You violate or threaten to violate intellectual property rights of Braiins in any manner, Braiins may seek an injunction or other relief as may be appropriate to preserve all of Braiins rights in any court of its choice. You consent to exclusive jurisdiction and venue of such courts.

14. MISCELLANEOUS

14.1. Assignment: You may not assign or transfer any of Your rights or obligations assumed under this Agreement or in any other way related hereto without prior written consent of Braiins.

14.2. Waiver: If You do not comply with this Agreement, and Braiins does not take action right away, or if Braiins does not enforce any other provision hereof, this doesn’t mean that Braiins is waiving any rights that it may have (such as taking action in the future).

14.3. Survival: All the provisions of this Agreement that by their nature extend beyond the termination of mutual legal relationship, including but not limited to dispute resolution and applicable law clauses, shall survive the termination of the mutual legal relationship.

14.4. Severability: If any clause of this Agreement is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, the legality, validity and enforceability of the other clauses hereof shall not be affected. In the event that any clause or part thereof is determined to be illegal, invalid or unenforceable, that clause shall be replaced by the parties of this Agreement with a legal, valid and enforceable clause that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable clause, given the content and purpose of this Agreement.

14.5. Language: This document is issued in an English-language version. The meanings of the terms, conditions and representations herein are subject to definitions and interpretation in the English language. Braiins may also issue this document in other language versions for Your convenience; however, in case of any discrepancies the English-language version shall always prevail.

In Prague on July 11, 2020

Braiins Systems s.r.o.

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