CEX ExCHANGE PLATFORM Terms of Service
Last Updated: April 19, 2025

Please read these Terms of Service (the “Terms”) and our Privacy Policy (https://compute.exchange/privacy-policy/) (“Privacy Policy”) carefully because they govern Registered User use of the website located at https://compute.exchange/ (the “Site”) and the compute marketplace and related services accessible via the Site offered by Compute Exchange Inc. (“CEX”). To make these Terms easier to read, the Site, marketplace, and our services are collectively called the “CEX Services.” Unless otherwise provided below, the Terms to apply to any user (referred to as “you” in the Terms) of the CEX Services including Customers and Sellers (as each is defined below).

IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND CEX THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17‎ “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 17‎ WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 16 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

1. AGREEMENT TO TERMS.

   This is a binding agreement between CEX and the user’s entity, and “you” and “your” will refer to that entity. By using the CEX Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, you are not authorized to use the CEX Services. The Registered User accessing and using the CEX Services on behalf of a company (such as its employer) or other legal entity, represents and warrants that it has the authority to bind that entity to these Terms. Additional features, functionalities, or programs, such as referral rewards, may be subject to separate terms and conditions.
   
   

2. PRIVACY POLICY.

   Please review our Privacy Policy, which also governs Registered User use of the CEX Services, for information on how we collect, use and share their information.
   
   

3. CHANGES TO THESE TERMS OR THE CEX SERVICES.

   We may update the Terms from time to time in our sole discretion. If we do, we’ll let Registered Users know by posting the updated Terms on the Site and/or may also send other communications, in each case at least thirty (30) days prior to the effective date of the change. It’s important that Registered Users review the Terms whenever we update them, or it uses the CEX Services. If a Registered User continues to use the CEX Services after the updated Terms take effect, it means that it accepts and agrees to the changes. If a Registered User does not agree to be bound by the changes, it may not use the CEX Services anymore. Because our CEX Services are evolving over time, we may change or discontinue all or any part of the CEX Services, at any time and without notice, at our sole discretion.
   
   

4. AUTHORIZED USERS.

   Eligibility. You may use the CEX Services only if you are capable of forming a binding contract with CEX, and not otherwise barred from using the CEX Services under applicable law. The CEX Services is only offered to users in certain jurisdictions who can use the CEX Services as permitted under applicable law. You certify that you will comply with all applicable laws, rules, and regulations when using the CEX Services. Without limiting the foregoing, by using the CEX Services, you represent and warrant that you are, and none of your users are,  not a resident, national, or agent of Cuba, Iran, North Korea, Syria, Belarus, Russia, or the Crimea, Luhansk, Donetsk, Zaporizhzhia, or Kherson regions of Ukraine, or any other country or jurisdiction to which the United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”) and you are not a member of any sanctions list or equivalent established by the United States, the United Nations Security Council, or the European Union (collectively, “Restricted Persons”) and you do not intend to transact with any Restricted Person.

   Account Creation. For most features of the CEX Services, you will need to create an account (“Account”) and thus become a “Registered User”. A Registered User must provide CEX with accurate, complete and current account information and keep this information up to date. If a Registered User doesn’t, CEX reserves the right to suspend or terminate your Account.

Each Account on the CEX Services is personal and must be created and maintained on an individual basis. Even if multiple individuals are accessing and using the CEX Services on behalf of the same entity or organization, each individual user is required to create their own separate Account and become a Registered User. Accounts cannot be shared or used jointly by multiple individuals.

Each Registered User agrees not to share, disclose, or allow any third party to use its Account information, including its username, password, or any other login credentials. Registered Users must keep its Account details and password confidential, and notify CEX right away of any unauthorized use. All Registered Users are responsible for all activities that occur under its Account. Each Registered User is solely responsible for maintaining the confidentiality and security of their Account information. CEX is not liable for any unauthorized use or access to a Registered User’s Account resulting from such Registered User’s failure to protect its Account information.

5. CEX SERVICES.

1. General. The CEX Services provide a platform for Sellers (as defined below) to list their compute resources (“Compute”) on the Compute Marketplace to allow Customers to review and/or purchase Compute. For purposes of these Terms, a “Seller” is a Registered User who is selling an agreement to provide a given quantity and type of Compute to another Registered User through the CEX Services, and a “Customer” is a Registered User who purchases Compute from another Registered User through the CEX Services. CEX itself does not license, in or out, any Compute through the CEX Services. CEX does not endorse any Registered User. A “Provider” is a Registered User who provides Compute to a Customer per the Compute Service Terms (as defined below).

2. Financial Terms. There are fees associated with use of the CEX Services. For more information about fees, please visit https://compute.exchange/fees/ (the “Fee Page”). Registered User is solely responsible for all costs incurred by using the CEX Services and determining, collecting, reporting and paying all applicable Taxes, except CEX’s Taxes on its income or property. Customers are responsible for payments for Compute. Providers are responsible for Commission Payments (as defined in the Compute Exchange Payment and Fee Terms on the Fee Page) to CEX. “Taxes” means the taxes, duties, levies, tariffs, and other governmental charges that you may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes. Registered User is also solely responsible for maintaining all relevant Tax records and complying with any reporting requirements it may have as related to Registered User’s use of our CEX Services.

3. Payments. Registered User expressly authorizes CEX (and its payment processors) to charge Registered User’s payment card for all purchases it makes. CEX accepts the forms of payment stated on the CEX Services and Fee Page, for credit and debit card payments, charge your credit or debit card when its order is processed. The bank issuing Registered User’s credit or debit card may control when to release funds in the case of an order cancellation or refund. We may ask Registered User to supply additional information relevant to its transaction, including Registered User’s credit card number, the expiration date of its credit card and Registered User’s email and postal addresses for billing and notification (such information, “Payment Information”). Registered User represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. Registered User may need to provide additional information to verify its identity before completing a transaction (such information is included within the definition of Payment Information). CEX reserves the right to use the Payment Information Registered User provides us in connection with any payments to provide better service to Registered User should it wish to use the CEX Services again in the future and to protect CEX from fraud and other losses. Completion of a payment transaction is contingent upon: (i) Registered User providing complete personal, account, transaction and any other information needed, (ii) authorization of the payment by its credit or debit card company, and (iii) acceptance of Registered User’s payment.

4. Cancellation of Payment. CEX may, in its sole discretion, cancel Registered User’s payment at any time by providing notice to Registered User through its contact information or by a notice when Registered User attempts to make a payment. CEX may cancel a payment or prevent Registered User from initiating future payments for any reason, including, without limitation, the following: (i) if Registered User attempts to use the CEX Services in breach of any applicable law or regulation, including but not limited to the card network rules or regulations; (ii) if Registered User uses the CEX Services in breach of these Terms; (iii) if CEX suspects fraudulent, unlawful or improper activity regarding a payment; (iv) if CEX detects, in its sole discretion, that Registered User’s payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) Registered User’s failure to cooperate in an investigation or provide additional information when requested.

5. Test Features. We may offer some of the CEX Services, in beta version (collectively, “Beta CEX Services”). Registered User acknowledges and agrees that: (i) the Beta CEX Services may not operate properly, be in final form or be fully functional; (ii) the Beta CEX Services may contain errors, design flaws or other problems; (iii) it may not be possible to make the Beta CEX Services fully functional; (iv) the information obtained using the Beta CEX Services may not be accurate; (v) use of the Beta CEX Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (vi) we are under no obligation to release a live, commercial or public version of the Beta CEX Services; (vii) we have the right to unilaterally to abandon development of the Beta CEX Services, at any time and without any obligation or liability to you; and (viii) we may decide to modify, delete, remove or wipe the functionality, content or data contained within the Beta CEX Services in our sole discretion at any time without notice or liability to a Registered User.

6. Representations. Registered User represents and warrants that:

1. It will not directly or indirectly engage in any transaction that is intended to or has the effect of disintermediating CEX or circumventing the CEX Services to effect the transactions contemplated in these Terms.

2. It agrees and acknowledges that CEX does not provide services subject to a regulatory license or other similar approval in the jurisdictions where CEX Services are presently made available. Where applicable, CEX may in its sole discretion provide certain features or services in partnership with regulated third parties.
   
   

6. COMPUTE MARKETPLACE.

   The CEX Services offer a platform for Customers to identify Compute that they wish to purchase from Sellers (“Compute Marketplace”). To do so, Customers submit bids (“Bids”) for each listing to participate in an auction to offer Listing or bid on a Listing (each, a “Bid”) (the “Auction”). By participating in the Compute Marketplace, each Registered User hereby agrees to the terms of the (i) order form associated with its Bid or Listing, as applicable (the “Order Form”) and the (ii) CEX E-Sign Disclosure available at https://compute.exchange/e-sign-disclosure/ (“E-Sign Disclosure”). The Order Form and E-Sign Disclosure are incorporated by reference to these Terms.

1. Bidding.

1. General. To submit a bid, a Customer must follow the Bidding steps set forth through the CEX Services.

2. Bidding Period. The Auction begins and ends on the dates and times specified through the CEX Services (the “Bidding Period”). Bids that are submitted before or after the Bidding Period will be disqualified.

3. Bids. An Auction may limit on how many Bids a Registered User may submit as long as they are in compliance with these Terms. Once a Bid is submitted, a Customer may update its Bid until such time as set forth in the Auction rules displayed through the CEX Services. More information about what actions a Customer may take during the No Cancel Period (as defined below) will be set forth in the Auction rules for a specifying Listing. Following the end of a No Cancel Period, all Bids are irrevocable. CEX RESERVES THE RIGHT TO CANCEL ANY BID FOR ANY REASON AT ANY TIME PRIOR TO THE END OF AN AUCTION.

4. Default. If Customer has insufficient funds to fulfill the Bid, Seller reserves the right to award the Bid another bidder. If a Customer fails to fulfill its Bid, it may be subject to additional fees as set forth on the Fee Page (as defined below).

1. Disclaimer. CEX is not responsible for (i) late, lost, delayed, damaged, incomplete, illegible, misdirected or undeliverable Bids; (ii) theft, destruction, unauthorized access to or alterations of User Materials; or (iii) phone, electrical, network, computer, hardware, software program or transmission malfunctions, failures or difficulties.

2. Market Data. CEX retains all right, title, and interest in CEX Market Data. For the purpose of these Terms, “CEX Market Data” means any data or information that is generated or calculated from the Auction (excluding User Materials), Auction-related activities and transactions occurring on the CEX Services. This includes, but is not limited to, pricing information, Auction volumes, Bid amounts, Auction prices, transaction timestamps, and any other metrics or analytics that are derived from or based on the Auctions. Derived data may also include aggregated or processed data points, statistical analysis, price trends, market patterns, and any other forms of insights that are calculated or inferred from the underlying Auction transactions. A Registered User shall not copy or redistribute any CEX Market Data in any medium without CEX’s express written consent.

3. Payment Processor. Where applicable, CEX may, in its sole discretion, use a third-party payment processor as CEX may designate from time to time. A Registered User’s use of the Compute Marketplace may be subject to additional terms provided by such payment processor. By agreeing to these Terms and entering a transaction with a Provider, Customer acknowledges and agrees that CEX may enroll either or both Customer and/or Provider with the payment processor in accordance with any applicable supplemental documentation and, as part of that enrollment process, CEX will provide such party’s billing information on file with CEX to the payment processor.

4. Terms Applicable to Sellers. If a Registered User is using the CEX Services as a Seller, such Registered User agrees following terms:

1. Listing. To make Compute available on the CEX Services, a Seller must create a listing (each, a “Listing”). Seller is responsible for all the information it provides in its Listing (“Listing Information”), including, without limitation, the description of the Compute. CEX bears no responsibility or liability for such Listing Information. Seller represents and warrants that it has all necessary rights and permissions to provide and, if applicable, license and sell the Compute provided in the Listing Information to Customers as contemplated in these Terms.

2. Early Listing Period and No Cancel Period. An “Early Listing Period” is a period in which a Seller’s Listing is published and cancellable by the Seller. A Seller may also list its Listing on other third party marketplaces during the Early Listing Period. If the Seller lists a Listing on a third party marketplace, it must immediately remove its Listing from the Compute Marketplace. A Seller may cancel or amend its Listing in any way prior to the No Cancel Period. As it relates to Sellers, the “No Cancel Period” is a period designated after the Early Listing Period whereby a Seller is prohibited from delisting the Listing from the Compute Marketplace, publishing the Listing on a third party marketplace, amending the Listing (except to increase compute), or cancelling its Listing. Any Listing that has received a Bid (as defined below) (a) that is not cancelled prior to the No Cancel Period or (b) made during the No Cancel Period, is binding and irrevocable on the Seller.

3. Seller Responsibility for Compute. Each Seller is solely responsible for all Compute made available for licensing on the CEX Services (“Seller Compute”). Seller represents and warrants that they have the full right, power and authority to make Seller Compute available for licensing on the CEX Services and to grant to Customer(s) the rights to such Compute Seller agrees to grant in accordance with their Listing. Seller further represents that the Listing Information they provide in connection with Seller Compute is true and accurate.

4. Compute Service Terms. The Compute Service Terms available at https://compute.exchange/standard-terms/ (the “Compute Service Terms”) will and do apply to any Compute a Provider licenses through the CEX Services. The Provider is solely responsible for evaluating and complying with its obligations under the Compute Service Terms. Provider acknowledges and agree that CEX is not a party to the Compute Service Terms, and that no such agreement may impose obligations on CEX or limit CEX’s rights under these Terms.

5. Fees and Expenses. CEX will remit to Seller amounts received from each Buyer for any Listing purchased by a Customer for a successful Bid, less any fees set forth on the Fee Page.

6. Refunds. CEX is not responsible for any payment disputes (including any refund requests or other payment requests) between Seller and a Customer and is not responsible for any adjustment to any amounts due to either the Seller or Customer. CEX may elect, in its sole discretion to mediate payment disputes. Any such actions are gratuitous and will not impose any duties on CEX.

7. Appointment of CEX as Agent. Where funds are paid originally to CEX by Customers upon a winning Bid, Seller appoints CEX as its limited agent solely for purposes of receiving the Service Fee due to Seller. Seller acknowledges and agrees that such payment of money from Customer to CEX for payment to Seller satisfies and discharges the Customer’s payment obligations to Seller to the extent of such payment. If, for any reason, payments received by CEX from a Customer as limited agent of Customer are not remitted to Seller in accordance with these Terms, Seller may seek recourse from CEX as its limited agent but shall have no further recourse against the relevant Customer for such payment; provided that Seller may retain the Cancellation Fee (as defined in the Fees Page) r. CEX does not otherwise act as Seller’s agent or other representative. This Section (vii) will not apply to direct payments between Seller and Buyer, as specified in the Fees Page.

1. Terms Applicable to Customers. If a Registered User is using the CEX Services as a Customer, such Registered User agrees to the following terms:

1. Compute Service Terms. Customer acknowledges and agrees that the Compute Service Terms will and do apply to any Compute to which they obtain a license through the CEX Services. Customer is solely responsible for evaluating the terms and conditions of the Compute Service Terms, deciding whether to enter into a separate written agreement with Seller and negotiating the terms and conditions of any such separate agreement. Customer further acknowledges and agrees that CEX is not a party to the Compute Service Terms or any other agreement between them and Seller, and that no such agreement may impose obligations on CEX or limit CEX’s rights under Terms.

2. Early Bid Period and No Cancel Period. The period that is designated as an “Early Bid Period” is a period in which a Customer may bid on a Listing, amend a Bid, or cancel a Bid. A Customer may cancel or amend its Listing in any way prior to the No Cancel Period. As it relates to Customers, the “No Cancel Period” is a period designated after the Early Bid Period whereby a Customer is prohibited from cancelling a Bid from the Compute Marketplace or amending a Bid (except to increase the Bid). Any Bid (a) that is not cancelled prior to the No Cancel Period or (b) made during the No Cancel Period, is binding and irrevocable on the Customer.

3. Payments to CEX as Agent of Seller or Reseller. Where Customer makes a payment directly to CEX as part of a winning Bid, they acknowledge and agree that such payments are made to CEX as Seller’s or Reseller’s (as applicable) limited agent solely for purposes of receiving the payment due under the Listing. Such payment satisfies and discharges their payment obligations to Seller or Reseller (as applicable) if provided in accordance with the Listing and these Terms. CEX is not responsible for and CEX does not act as Customer’s agent or other representative. CEX bears no responsibility or liability for the provision of any Seller or Reseller information or services including without limitation the Listing Information and/or Compute.

1. Terms Applicable to Resellers. If a Registered User is a Customer and decides to resell the Compute Services acquired through the CEX Services, such Customer is also a “Reseller” subject to the following additional terms:

1. Resale of Compute.  Customer may resell Compute that it procures pursuant to a particular Order Form, less the Compute that such Customer has consumed under that Order Form, through the CEX Services to another Registered User if and as permitted in that Order Form. The Compute will be transferred “as-is”. Reseller may not combine the Compute resold under a particular Order Form with any other services or compute arrangements.

2. Resale Listing. Reseller must repost the original Listing and the amount of Compute consumed. If a Registered User Bids, CEX will generate a new Order Form between Provider and the subsequent Customer (the “Transfer”). If prior to Transfer Reseller was entitled to any credits under the Compute Service Terms such credits will not transfer to the subsequent Customer.

3. Fees. In connection with the Transfer of Compute, Reseller shall pay any applicable CEX Reprovisioning Fees set forth on the Fee Page.

4. Appointment of CEX as Agent. Where funds paid originally to CEX by subsequent Customers upon a winning Bid, Reseller appoints CEX as its limited agent solely for purposes of receiving the Service Fee due to Reseller. Reseller acknowledges and agrees that such payment of money from the subsequent Customer to CEX for payment to Reseller satisfies and discharges the subsequent Customer’s payment obligations to Reseller to the extent of such payment. If, for any reason, payments received by CEX as limited agent of the subsequent Customer are not delivered to or received by Reseller in accordance with these Terms, Reseller may seek recourse from CEX as its limited agent but shall have no further recourse against the relevant subsequent Customer for such payment. CEX does not otherwise act as Reseller’s agent or other representative.

5. No Obligation. Reseller has no further obligation to the subsequent Customer of the resold Compute.
   
   

7. FEEDBACK.

   We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the CEX Services (“Feedback”). If a Registered User chooses to submit Feedback, they agree that we are free to use it and permit others to use it without any restriction or compensation to such Registered User.
   
   

8. INTELLECTUAL PROPERTY.

1. Posting User Materials. Our CEX Services may allow a Registered User to store or share content and materials such as text (in posts or communications with others), files, documents, graphics, images, music, software, audio and video. Anything (other than Feedback) that Registered Users post or otherwise make available through the CEX Services, including all Listing Information, is referred to as “User Materials”. CEX does not claim any ownership rights in any User Materials and nothing in these Terms will be deemed to restrict any rights that a Registered User may have to its User Materials.

2. Permissions to Registered User Materials. By uploading any User Materials on the CEX Services and otherwise making any User Materials available through the CEX Services, a Registered User hereby grants to CEX a perpetual, irrevocable, non-exclusive, transferable, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform its User Materials, and all intellectual property rights therein, in connection with operating and providing the CEX Services, including hosting the User Materials and Listing, marketing and facilitating the license of the Compute, or marketing or promoting the CEX Services. Registered Users acknowledge and agree that CEX may derive, compile, generate, process and analyze data (including aggregate or anonymized data or information and any insights derived therefrom) and other information from the provision, use and performance of the CEX Services (collectively, “Aggregate Data”). For clarity, this right does not apply to Compute or other services that are not CEX Services.  CEX owns all right, title and interest in and to the Aggregate Data and may use such Aggregate Data for the purpose of providing the CEX Services (and improving or otherwise optimizing the CEX Services.

3. Your Responsibility for User Materials. A Registered User is solely responsible for all its User Materials. Registered User represents and warrants that (i) it has (and will have) all rights that are necessary to grant us the license rights in its User Materials under these Terms; (ii) neither its User Materials, nor its use and provision of its User Materials to be made available through the CEX Services, nor any use of its User Materials by CEX on or through the CEX Services will (A) infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party, nor (B) result in the violation of any applicable statute, rule, or regulation.

4. Removal of User Materials. A Registered User can remove its User Materials by specifically deleting it through the mechanisms available via the CEX Services. We may retain any User Materials as required by applicable law or permitted under our Privacy Policy. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of a Registered User’s User Materials.
   
   

9. GENERAL PROHIBITIONS AND CEX’S ENFORCEMENT RIGHTS.

   Registered Users agree not to do any of the following:

1. Post, upload, publish, submit or transmit any User Materials that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

2. Engage in market-manipulating activity, including publishing fake or false Listings, engaging in Auction manipulation, spoofing, and otherwise engage or attempt to engagement in non-bona fide transactions through the CEX Services.

3. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by CEX or any of CEX’s providers or any other third party (including another user) to protect the CEX Services.

4. Use, display, mirror or frame the CEX Services or any individual element within the CEX Services, CEX’s name, any CEX trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without CEX’s express written consent;

5. Access, tamper with, or use non-public areas of the CEX Services, CEX’s computer systems, or the technical delivery systems of CEX’s providers;

6. Attempt to probe, scan or test the vulnerability of any CEX system or network or breach any security or authentication measures;

7. Attempt to access or search the CEX Services or download content from the CEX Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by CEX or other generally available third-party web browsers;

8. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

9. Use the CEX Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

10. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the CEX Services to send altered, deceptive or false source-identifying information;

11. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the CEX Services;

12. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the CEX Services;

13. Collect or store any personally identifiable information from the CEX Services from other users of the CEX Services without their express permission;

14. Impersonate or misrepresent its affiliation with any person or entity;

15. Violate any applicable law or regulation;

16. Use the Compute licensed through the CEX Services for crypto-mining; or

17. Encourage or enable any other individual to do any of the foregoing.

CEX is not obligated to monitor access to or use of the CEX Services or to review or edit any User Materials. However, we have the right to do so for the purpose of operating the CEX Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Materials, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. CEX further reserves the right to reject Bids, cancel Bids, delay Bids or orders, or terminate a Registered User’s access to the CEX Services if we, in our sole discretion, believe it is in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the CEX Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

10. . COPYRIGHT POLICY.

    CEX respects copyright law and expects its users to do the same. It is CEX’s policy to terminate in appropriate circumstances users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see CEX’s Copyright Policy at https://compute.exchange/copyright-policy, for further information.
    
    

11. . LINKS TO THIRD PARTY WEBSITES OR RESOURCES.

    The CEX Services may allow Registered Users to access third-party websites or other resources (including, without limitation, a Seller’s Compute). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. Registered Users acknowledge sole responsibility for and assume all risk arising from, their use of any third-party resources.
    
    

12. . TERMINATION.

1. We may suspend, disable, or terminate a Registered User’s access to and use of the CEX Services, including suspending access to or terminating their Account, at any time and without notice to the Registered User, including if necessary to protect the integrity of the CEX Services, if required by applicable law or any governmental authority or if we, in our sole and reasonable discretion, determine a Registered User is violating these Terms or the terms of any third-party service provider. Such suspension or termination shall not be constituted a breach of these Terms by CEX. Except during the No Cancel Period, or while an Auction for which they are a participant is being settled, a Registered User may cancel their Account at any time or if we in our sole and reasonable discretion determine they are violating these Terms or the terms of any third-party service, including a Seller. Registered Users acknowledge and agree that we shall have no liability or obligation to them in such event and that they will not be entitled to a refund of any amounts that they have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the CEX Services, the following Sections will survive: 5 (only for payments due and owing to CEX prior to the termination), 6(c), and 7-18.
   
   

   13. . WARRANTY DISCLAIMERS.

1. THE CEX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. CEX (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE CEX SERVICES: (I) WILL MEET A REGISTERED USER’S REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. CEX DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE SPECIFICALLY MAKE NO WARRANTY TO SERVICE PROVIDERS THAT USE OF THE CEX SERVICES WILL RESULT IN LICENSES OF SERVICE PROVIDERS’ CONTENT BEING GRANTED.

2. WE MAKE NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF REGISTERED USERS AND ASSUME NO RESPONSIBILITY FOR A REGISTERED USER’S COMPLIANCE WITH THESE TERMS OR ANY APPLICABLE LAWS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY REGISTERED USER.
   
   

14. . INDEMNITY.

    Each Registered User will indemnify, defend (at CEX’s option) and hold CEX and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) their access to or use of the CEX Services, (b) their User Materials, or (c) their violation of these Terms. A Registered User may not settle or otherwise compromise any claim subject to this Section without CEX’s prior written approval.
    
    

15. . LIMITATION OF LIABILITY.

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CEX NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CEX SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE CEX SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CEX SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CEX OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF CEX AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE CEX SERVICES EXCEED THE AMOUNTS REGISTERED USER HAS PAID OR IS PAYABLE BY THEM TO CEX FOR USE OF THE CEX SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF REGISTERED USER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO CEX, AS APPLICABLE.

3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CEX AND REGISTERED USER.
   
   

16. GOVERNING LAW AND FORUM CHOICE.

These Terms and any action related thereto will be governed by the Federal Arbitration Act and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17‎ “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that a Registered User and CEX are not required to arbitrate will be the courts located in the Santa Clara County, California, and Registered User and CEX each waive any objection to jurisdiction and venue in such courts.

17. . DISPUTE RESOLUTION

Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the CEX Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Registered User and CEX agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that it and CEX are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds its Dispute frivolous.

Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. REGISTERED USER AND CEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

18. . GENERAL TERMS

1. Reservation of Rights. CEX and its service providers exclusively own all right, title and interest in and to the CEX Services, including all associated intellectual property rights. Registered User acknowledges that the CEX Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Registered User agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the CEX Services.

2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between CEX and Registered User regarding the CEX Services, and these Terms supersede and replace all prior oral or written understandings or agreements between CEX and Registered User regarding the CEX Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in its jurisdiction, Registered User may not assign or transfer these Terms, by operation of law or otherwise, without CEX’s prior written consent. Any attempt by Registered User to assign or transfer these Terms absent CEX consent or its statutory right, without such consent, will be null. CEX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

3. Notices. Any notices or other communications provided by CEX under these Terms will be given: (i) via email; or (ii) by posting to the CEX Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

4. Waiver of Rights. CEX’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CEX. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
   
   

19. . CONTACT INFORMATION.

    If Registered User has any questions about these Terms or the CEX Services, please contact CEX at [email protected].