Last Updated: February 3, 2026

These terms of service (this “Agreement”) constitute a binding legal agreement between The Compute Exchange Inc. (“Company”, “we”, or “us”) and any person or legal entity (“Referrer”) that participates in the TCEX Referral Partner Program (the “Program”).

BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A MUTUALLY BINDING AGREEMENT BETWEEN REFERRER AND COMPANY AS TO THE TERMS SET FORTH BELOW AND REPRESENT THAT YOU HAVE SUCH AUTHORITY ON BEHALF OF REFERRER. WITHOUT LIMITING THE FOREGOING, BY REFERRING ANY POTENTIAL CUSTOMER TO COMPANY THROUGH THE PROGRAM, REFERRER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT. IF REFERRER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, REFERRER MUST NOT PARTICIPATE IN THE PROGRAM. References to “you” in this paragraph refer to the individual accepting this Agreement on behalf of Referrer. 

THESE TERMS CONTAIN AN ARBITRATION PROVISION WITH A CLASS ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY. PLEASE REVIEW SECTION 10 BELOW BEFORE PARTICIPATING IN THE PROGRAM.

Company may change any of the terms of this Agreement at any time, at its sole discretion. Company will notify Referrer of any changes to this Agreement that materially modify Referrer’s rights or obligations (“Material Modifications”) by e-mail to the address provided in Referrer’s account profile and/or by posting a notice in a portal made available for managing participation in the Program. Any Material Modifications will be effective upon Referrer’s acceptance of the modified agreement, or upon the Referrer’s continued participation in the Program after a notice of the changes has been posted or sent, whichever is earlier. Changes to this Agreement that do not materially modify Referrer’s rights or obligations will be effective immediately upon publication. However, any disputes arising under this Agreement will be resolved pursuant to the version of this Agreement in effect at the time the dispute arose.

1. DEFINITIONS. Capitalized terms are used in this Agreement with the meanings ascribed to them in this Agreement; provided that any capitalized terms whose meanings are not so ascribed within this Agreement are used with the meanings ascribed to them in the Compute Exchange Compute Service Terms of Service (available at https://compute.exchange/terms).

   1. “Compute” means cloud computing resources.

   2. “Confirmed Lead” means a lead referred by Referrer to Company pursuant to the terms of this Agreement that meets the following criteria: (i) the lead was referred to Company in the manner(s) prescribed by Company from time to time for referring potential Customers, (ii) Company validated that the lead would be a new user to the TCEX Platform, is not in Company’s sales pipeline at the time of referral, and would be a permissible customer under applicable law and Company’s policies, (iii) if requested by Company, Referrer has introduced the lead to Company in a mutually agreeable manner, and (iv) the lead purchases Compute on the TCEX Platform within 6 months after the initial referral of the lead to Company by Referrer.  

   3. “TCEX Platform” means products and services through which Company sells or facilitates the sale of Compute. 

2. APPOINTMENT OF REFFERER.

   1. Company hereby engages Referrer, and Referrer hereby accepts such engagement, to act as Company’s non-exclusive referrer with respect to potential leads for the purchase of Compute during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in addition, in its sole discretion, engage any other person or company to refer potential leads for the purchase of Compute. 

   2. As between Company and Referrer, the prices, terms, and conditions under which Company offers access to the TCEX Platform or the sale of any Compute shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding onboarding to the TCEX Platform and any proposed or actual offering of Compute. Nothing in this Agreement shall obligate Company to consummate (or cause the consummation of) any transaction for the sale of Compute. Company may terminate any negotiations or discussions regarding access to the TCEX Platform or the sale of Compute at any time and has the right not to proceed with onboarding any lead to the TCEX Platform or with any sale of Compute, in each case, without any liability or obligation to pay compensation to Referrer.

3. INDEPENDENT CONTRACTOR. Referrer is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referrer and Company for any purpose. Referrer has no authority (and shall not hold itself out as having authority) to bind Company and Referrer shall not make any agreements or representations on Company’s behalf without Company’s prior written consent. Without limiting the above, Referrer will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Referrer’s behalf. Referrer shall be responsible for, and shall indemnify Company against, all such taxes or contributions, including penalties and interest. Referrer shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Referrer in connection with the performance of Referrer’s obligations hereunder shall be Referrer’s employees or contractors and Referrer shall be fully responsible for them and indemnify Company against any claims made by or on behalf of any such employees or contractors.

4. REFFERAL FEES. 

   1. “In-Scope Transaction” means, with respect to a Confirmed Lead, any Transaction whereby the Confirmed Lead purchases Compute on the TCEX Platform.

   2. “Net Revenue” means, with respect to a Confirmed Lead, fees actually received by Company directly from In-Scope Transactions, net of taxes, discounts, credits, refunds, rebates, and adjustments.

   3. For each Confirmed Lead, Company will pay Referrer fees equal to 25% of Net Revenue received by Company during the Term (“Referral Fees”). 

   4. Company shall pay the Referral Fees on a quarterly basis by means reasonably determined by Company from time to time. Company will use commercially reasonable efforts to make each such quarterly payment within 30 days after the end of the applicable calendar quarter. 

   5. For clarity, no Referral Fees will be payable with respect to uncollected fees arising from In-Scope Transactions. 

5. CONFIDENTIALITY. Neither Party will disclose any information relating to this Agreement to any third party that is marked as “confidential” or “proprietary” or should otherwise reasonably be considered to be confidential or proprietary (“Confidential Information”) without the express written consent of the other Party, other than (i) in confidence, to its employees, officers, or contractors who reasonably need to know the Confidential Information or (ii) pursuant to an order or requirement of a court, administrative agency or other governmental body (provided that the Party receiving such Confidential Information provides reasonable written notice to the other Party to allow the other Party to seek a protective order or contest the disclosure). In addition, neither Party will use any Confidential Information other than in the performance of obligations or exercise or enforcement of rights under this Agreement or (solely in the case of Company) in the operation of Company’s business. Confidential Information excludes any information: (a) generally available to or known to the public absent breach of this Agreement, (b) previously known to the receiving party, (c) independently developed by the receiving party outside the scope of this Agreement, or (d) disclosed by a third party absent breach of its confidentiality obligations or applicable laws or regulations. 

6. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents. Referrer represents and warrants that, to the best of its knowledge, no lead referred to Company hereunder would be an impermissible customer for Company under applicable law or Company’s policies and procedures.

7. TERM AND TERMINATION.

   1. Term. This Agreement shall commence on Referrer’s acceptance of this Agreement and will remain in effect until terminated by either Party upon written notice to the other Party (the period from such commencement until such termination, the “Term”). 

   2. Survival. Sections 1, 4 (solely with respect to Confirmed Leads referred to Company prior to termination), 5, 7(b), 8, 9, 10, and 11 will survive termination of this Agreement.

8. LIMITATION OF LIABILITY.

   1. Limitation of Liability. COMPANY WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, IN ANY OF THE FOREGOING CASES, WHICH ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT REFERRER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

   2. Total Liability. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF COMPANY ARISING FROM CLAIMS UNDER OR RELATED TO THIS AGREEMENT EXCEED THE REFERRAL FEES OWED BY COMPANY TO REFERRER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT REFERRER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

   3. Exclusions. Notwithstanding anything to the contrary, nothing in this Section 8 will exclude any liability that may not be excluded under applicable law. 

9. GOVERNING LAW AND FORUM CHOICE. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 10 (“Dispute Resolution”) the exclusive jurisdiction for all disputes that the Parties are not required to arbitrate will be the state and federal courts located in the Santa Clara County, California, and the Parties each waive any objection to jurisdiction and venue in such courts.

10. DISPUTE RESOLUTION.

    1. Mandatory Arbitration of Disputes. All disputes under or relating to this Agreement shall be resolved by mandatory binding arbitration. The arbitration proceeding shall be administered by the American Arbitration Association (“AAA”) or such other administrator, as mutually agreed upon by the parties in writing. Arbitration shall be conducted in accordance with the AAA Commercial Arbitration Rules. If there is any inconsistency between the terms of this Agreement and any such rules, the terms and procedures of this Agreement shall control. A single arbitrator will resolve the dispute and shall be selected by mutual agreement of the parties. If the parties are unable to agree to an arbitrator, the AAA shall select and appoint the arbitrator. The arbitration shall be conducted in the county of the Referrer’s principal place of business, and the parties irrevocably consent to such venue. All statutes of limitation applicable to any dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the dispute being arbitrated and subject to limitation by the arbitrator to a level commensurate with the amount in controversy and complexity of the issues involved. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction.

    2. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Company won’t seek to recover the administration and arbitrator fees Company is responsible for paying, unless the arbitrator finds Referrer’s dispute frivolous. If Company prevails in arbitration, Company will pay all of its attorneys’ fees and costs and won’t seek to recover them from Referrer. If Referrer prevails in arbitration, Referrer will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

    3. Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY 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.

    4. Severability. With the exception of any of the provisions in Section 10(c) of this Agreement (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of these Agreement will still apply.

11. GENERAL. 

    1. Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. 

    2. Assignment. Referrer may not assign or transfer this Agreement, by operation of law or otherwise, without Company’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Company may freely assign or transfer this Agreement to any third party. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

    3. Notices. Any notices provided under this Agreement will be given via email (i) to Referrer, at an email address associated with Referrer’s account for the Program or (ii) to Company, at [email protected]. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. 

    4. Waiver. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.

    5. Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.