Cudo Ventures Limited

Terms of service

Version dated: 28 June 2023

Understanding these terms

Welcome to Cudo’s Terms of service. These terms and information are laid out to cover the key information and terms of service for Cudo’s services.

The terms of service are made up of the following contracts and you should review those that are relevant to your service. The main Terms of Service references the other documents where relevant :

• Main terms of service - This is the main terms of service, which incorporates the terms for customers on Cudo’s platform.
• Acceptable Use Guidelines (AUG) - Outlines how you should behave.
• Privacy Policy - Outlines how we collect, use and share data across our websites and services.

1. Introduction

1.1 PLEASE READ IN FULL these Terms and Condition of Service for Cudo Compute (the Terms) carefully before using the services available on them which are provided by Cudo Ventures Limited, a company registered in the United Kingdom under company number 11065412, with its trading address at 128 City Road, London, United Kingdom, EC1V 2NX ("Cudo", “CVL”, "we", "us" or "our"). Our services allow users to supply or sell services and products via our platforms and to interact with Cudo and each other for the purpose of buying and selling the relevant services or products.

1.2 The Cudo Compute platform offers an online portal that enables users to search for, book and deploy to services including virtualised technology infrastructure. Cudo enables Sellers to list and sell their products and services through the Cudo Compute portal. While Cudo as a service provider helps facilitate transactions that are carried out through the portal, Cudo is neither the buyer nor the seller of the Seller's items. Cudo provides a service for sellers and buyers to agree and complete transactions. Accordingly, the contract formed at the completion of a sale for these third party products is solely between buyer and seller. Cudo is not a party to this contract nor assumes any responsibility arising out of or in connection with it nor is it the seller's agent. The seller is responsible for the sale of the products and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and seller. Because Cudo wants the Buyer and Seller to have a safer and higher quality user experience, Cudo provides support in addition to any contractual or other rights. Sellers are responsible for their own resource hardware and any information, certification and listings they use.

1.3 Your access to and use of the Services is conditional upon your acceptance of, and compliance with, these Terms.

1.4 By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the Terms then you may not access the Services.

1.5 You agree that you will always use your Cudo Account and the Services in compliance with these Terms, applicable law, and any other policies and standards provided to you by Cudo.

1.6 In order to access and use the Cudo services or register for a Cudo Account you must be an individual at least 18 years old or validly existing business, organization or other legal entity in good standing under the laws of the country you are registered and able to enter into legally binding contracts.

1.7 Cudo may make access to the Cudo services or certain features of the Cudo services Platform subject to certain requirements or conditions such as completing a verification process, know your customer information, meeting specific quality/eligibility requirements or performance scoring.

1.8. Except as otherwise required by applicable law, Cudo may modify, update, add or remove provisions of these Terms at any time. Updates shall be made on the Cudo Portal or Website. If you do not agree with any of the updated Terms, you must stop using the Services. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payments Terms. Unless otherwise required by law, the updated Terms are effective as of the day of posting.

1.9 We may discontinue or change any of the Services from time to time including but not limited to, API information, features, functionalities, and support services, at any time and without notice. We will endeavour to provide prior notice if we discontinue material functionality of a Service that you are using, or materially alter a customer-facing API that you are using in a backwards-incompatible fashion, except that this notice will not be required if the notice period (a) would pose a security or intellectual property issue to us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the service.

2. Definitions and Interpretation

2.1 The following definitions and rules of interpretation apply in this agreement.

Account: the personal account set up for Users who enter into these Terms with Cudo and which is accessible via the Websites or the Cudo App. The Account is used as a Seller or Buyer of resources on the Cudo Network or Cudo Platform and any other activity using the Cudo Software in accordance with these Terms.

Account Holder: A person who enters into these Terms to use the Service.

Affiliate(s): any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

API: Application programming interface.

AUG: Acceptable use guidelines provide an indication of how users should or should not act on the Cudo Network Acceptable use guidelines

Block: A record that forms part of a Blockchain.

Blockchain: a generic term for a digitized, decentralized, public ledger of transactions used, in various forms, for all Virtual Currencies and an increasing range of additional applications. Originally developed as the accounting method for the Virtual Currency Bitcoin, Blockchains use what is known as distributed ledger technology (DLT) which records transactions across many computers so that the record, or block, cannot be altered retroactively without the alteration of all subsequent blocks and the consensus of the network.

Buyers: are Users of the Cudo Platform who purchases services or Resources from Cudo or its Sellers.

Charity/Charities: Any charity or good cause that Cudo permits to participate in Cudo Platform in accordance with these Terms.

Charity Pool: A pool of donated resources or earnings to be distributed to one or more Charities.

Commitment Level: The commitment level is the minimum number of devices, units, resources or spend committed to for the relevant period.

Commitment Period: The minimum amount of time that has been committed for devices, units, resources or spend.

Commitment Exclusivity: The account holder provides exclusivity to Cudo for it to be the only provider of the associated services for the commitment period.

Commitment Period Opton (CPO): commitment period option, which has the meaning given to it in the commitment clause..

Confidential Information: means all nonpublic information disclosed by us, our affiliates, business partners, or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.

Cudo Platform: includes the Cudo customer portal, API, computing network and any other services or platforms required to fulfill the service.

Cudo Site: means https://cudocompute.com and https://compute.cudo.org (and any successor or related locations designated by us), which provides Users with access to Cudo services and as may be updated by us from time to time.

Customer Services: the contact details listed on the Websites or your on the Cudo Platform.

CVL: Cudo Ventures Limited.

CVL App: the CVL smartphone mobile application where Users may be able to access their Account.

CVL Charity Pool: A pool into which Donations can be made into for good causes.

CVL Portal: an online area on a Cudo website where the account holder and or user can login for their services.

Cudo Software: includes the means the software developed by Cudo that enables Users to:

• carry out or run computational tasks;
• sell or purchase Resources;
• collect data, monitor or manage hardware;
• connect to blockchains or blockchain services;

Donations: Donations to Charities by Users..

Donors: entities that carry out Donations in accordance with these Terms.

End Users: means any individual or entity that directly or indirectly through another user (a) accesses or uses Your Content, or (b) otherwise accesses or uses the Service Offerings under your account. The term “End User” does not include individuals or entities when they are accessing or using the Services or any Content under their own Cudo account, rather than under your account.

Fork: A Fork is an event, which could effect the success of a virtual currency transaction. This can involve duplicate blockchains, updated blockchains or conflicts on blockchains.

Hardware: any hardware device used to supply resources to the network, these can include, but not limited to, mobile phones, laptop computers, tablets, desktop computers, workstations, servers, ASICS, FPGAS, CPU’s, GPU’s, storage devices or any other devices capable of running the Cudo Software or connecting to the Cudo Platform.

Internet Protocol: a set of rules governing the format of data sent over the Internet or other networks.

IP Address: internet protocol address which means the numerical label assigned to each device connected to a computer network that uses the Internet Protocol for communication.

Network: refers to the network of nodes and servers which make up the resources to power either the computational resources or any associated blockchain network. Collectively these provide the resources on which the Cudo services can be consumed.

Network Botnets: any computer, or computers, in a network of compromised computers (including any devices able to carry out computing functions), which is controlled by a third party and can be used to transmit malware or spam, or to launch attacks.

Overclocking: Run (the processor of one’s computer or other computing device) at a speed higher than that intended by the manufacturers. Overclocks, Overclocked and Overclocking should be interpreted accordingly with this definition.

Payment Method: This is the chosen way in which a buyer can purchase resources on the Cudo Platform or the chosen way that the Seller can choose to get paid or withdraw their earnings.

Privacy Policy: the Cudo privacy policy available at https://cudocompute.com/privacy/

Promotional Credits: Credits that are provided to users as part of a promotion, offer, or incentive program. These credits may be earned through referrals, awarded for signing up, or used for educational or other purposes.

Resources: are the resources which have been provided by a Seller, these include but are not limited to Hardware resources to carry out computational tasks such as memory, storage, bandwidth, GPU and/or CPU resources, software resources such as licensing or other resources which can be consumed via the Cudo Platform;.

Service Offerings means the Services (including associated APIs), the Cudo Content, the Cudo Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content.

Services: the following Services provided by Cudo in accordance with these Terms (as applicable and as updated from time to time):

• the provision of Cudo Software for Suppliers to supply their resources to the Cudo Platform;
• enabling users to buy or sell resources on the Cudo Platform;
• the creation and maintenance of User Accounts;
• any other service provided by Cudo in accordance with these Terms.

Software Developer: Software Developer is a user or business that develops software which can be connected to or integrated with the Cudo platform or software.

Subscription : Subscription is where a user subscribes to a service to have access to the product or service either from Cudo or its Users.

Suggestions means all suggested improvements to the Service Offerings that you provide to us.

Suppliers/Sellers: are Users of the Cudo Platform who sell services or Resources to its Buyers.

Third-Party Content means Content made available to you by any third party on the Cudo Site or in conjunction with the Services.

UK Money Laundering Legislation: all applicable UK based legislation that sets requirements in relation to the combatting of money laundering and terrorist financing including, but not limited to:

• The Proceeds of Crime act 2002;
• The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and
• Terrorism Act 2000.

User: A person who uses any of the Services in accordance with these Terms.

Virtual Currency: any type of digital money which is issued and usually controlled by its developers and used and accepted among the members of a specific virtual community e.g. Bitcoin and Ethereum.

Wallet: any Virtual Currency wallet held by Users for making and receiving Virtual Currency transactions.

Websites: means https://cudocompute.com and https://console.cudo.org (and any successor or related locations designated by us), as may be updated by us from time to time.

2.2 Section headings shall not affect the interpretation of this agreement.

2.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)

2.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

2.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

2.6 A reference to writing or written includes email.

2.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2.8 References to sections are to the sections of this agreement.

Workloads: are any tasks which are run or utilised by the resources. This can include but are not limited to workloads such as video rendering, AI, video streaming, transcoding, data analytics, research and mining.

Your Content: means Content that you or any End User transfers to us or to a seller for processing, storage or hosting by the Services in connection with your Cudo account and any computational results that you or any End User derive from the foregoing through their use of the Services. For example, Your Content includes Content that you or any End User stores in a Cudo Seller location during use of the Service. Your Content does not include Account Information.

3. Important Advisory Notice – Availability, Inadvertent Errors and Inaccuracies of the Service

1. 1 We constantly seek to improve and update our offerings of products and services. The products and services available through our Services may, from time to time, appear to be mispriced, described inaccurately, or unavailable, and we may experience delays in updating information on the Services and in our advertising on other websites.

3.2 If you wish to use our Services you will be informed at the point at which you use the Services of any costs or rates you have to pay, or will be eligible to receive and the basis on which such costs or rates or fees will be calculated.

3.3 For the reasons referred to above, and accepted by you, we do not guarantee the accuracy or completeness of any information displayed, including prices, commission,, revenue estimates, Virtual Currency rates, product images, specifications, availability, unconfirmed balances and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

3.4 This Section 3 is without prejudice to any existing UK statutory or Common Law rights which may arise by virtue of the usage of the Services under a lawful contract with us.

3.5 We do not accept any liability for any non-contractual reliance by any person, corporate or otherwise, upon any fact, assertion, representation or any other content, digital or otherwise, which may appear on any of our websites or any material which we produce which is/are under our control.

4. Commencement

4.1 These Terms shall commence, and you shall be deemed to have agreed to and accepted the Terms, when you create an Account on our Websites.

4.2 These Terms will last for as long as you wish to continue to use the Services.

4.3 Unless you have agreed to a Commitment Period or have active subscriptions, you can end these Terms at any time by stopping your use of the Services in accordance with the termination clause.

4.4 If you have agreed to a Commitment Period or have active subscriptions you can only terminate once the associated period has ended by giving notice in accordance with the termination clause.

5. Acceptable Use

5.1 To use the Services of Cudo you warrant and agree to abide by our Acceptable Use Guidelines (AUG). A breach of these policies can be considered a breach of this agreement which may result in termination of your services by Cudo or its Sellers. If you do not agree to these policies you should not use our Services. These policies may be amended from time to time.

5.2 You agree to run workloads which are not designed to overload, disrupt, damage Cudo’s platforms and network.

5.3 You agree and understand that Cudo may score, rate and review the performance of your hardware, workloads, completion and payment reliability and share this rating information anonymously.

5.4 You agree to not encourage Buyers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Cudo Platform in conflict with our Non Platform Clauses.

5.5 Users are prohibited from posting any content that is malicious, defamatory, obscene, discriminatory, or otherwise inappropriate. This includes, but is not limited to, comments or reviews that contain swear words, hate speech, or personal attacks. Users are also prohibited from posting multiple reviews from different accounts or otherwise attempting to manipulate the review system. Any user found to be in violation of these rules may be subject to account suspension or termination.

6. Non Platform

6.1 By using Cudo’s services you agree to abide by our terms and policies, including our Terms of Service, which we reserve the right to enforce at our sole discretion. In the event of repeated or severe violations, we may suspend or permanently deactivate or terminate your account.

6.2 The following are violations of the terms and conditions:

(i) Taking Sellers or Buyers off the Cudo platform for new, partial or future resources

(ii) Contacting potential Sellers or Buyers prior to work directly together (e.g. offering discounts to book off Cudo’s Platform or work directly together)

(iii) Asking Sellers or Buyers to fill in information, or call, email, message or otherwise contact you via a non Cudo Platform

(iv) Canceling existing full or partial resources and working together to rebook off the Cudo Platform

(v) Requesting or encouraging to work together with Buyers or Sellers outside of Cudo’s Platform for repeat or future resources

(vi) Including email addresses, telephone numbers or other direct communication contact details in any communications on the Cudo Platform.

Including links or embedding buttons that take users off of Cudo’s platform to another service in any messages

(vii) Asking Sellers or Buyers for their direct contact information

(viii) Asking Sellers or Buyers for contact information, all communications must be on Cudo’s (ix) Platform

(x) Soliciting Sellers or Buyers for their email, telephone, postal address or other communications channels using the Cudo Platform

(xi) Asking for or using Sellers or Buyers contact information to settle additional payments outside of the Cudo platform; all payments must go through the Cudo Platform

Exceptions

(i) You may require additional contact/identity information if it is required for legal or compliance reasons.

7. Coupons, Credits and Discount Codes

7.1 Sometimes Cudo may offer coupons, discount codes or other incentives which may be used when signing up for Services with us. Unless specified the Coupons and discount codes are for first-time customers of Cudo only and must be used at the time of your initial purchase or order. Unless specified they may not be applied after the commencement of the Services. Unless expressly specified, such coupons and discount codes may not be used toward upgrades of services to your account.

7.2 Any account deemed to be attempting unauthorized coupon or discount code use may be subject to Termination.

7.3 We may offer credits from time to time and all credits are subject to cancellation : revocable or subject to early expiration at any time and for any reason or no reason by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.

7.4 Users are prohibited from transferring or reselling credits between accounts, except as explicitly permitted by the terms and conditions of the credit offer. Any unauthorized transfer or resale of credits may result in the immediate voiding of the credits and suspension or termination of the user's account.

7.5 Promotional Credits will expire and become void if not used within the default time period of 60 days, unless otherwise stated in the offer details or terms and conditions. Any promotional credits that expire will become void and cannot be redeemed or refunded.

7.6 Credits, whether purchased or obtained through gift cards, may have an expiration date, which will be stated at the time of purchase or in the terms and conditions of the offer or this agreement. The default expiration period for credits is 12 months, unless otherwise stated in the purchase or gift card details or terms and conditions. Credits that expire will become void and cannot be redeemed or refunded. Any unused credit balance will be forfeited upon expiration

8. Pricing Updates

8.1 Cudo, in its sole discretion and at any time, may modify the fees for the services unless otherwise stated in the users commitment period agreement.

8.2 Subscription fees may apply to certain services or resources and will be made available prior to such subscription. Any fee change will become effective at the end of the then-current billing cycle or within the relevant fee period.

8.3 Cudo will provide you, with a reasonable notice of not less than 14 days prior to the date of any change in fees, to give you an opportunity to terminate your service before such change becomes effective.

8.4 Your continued use of the Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.

9. Subscriptions

9.1 Your subscriptions shall commence upon date of order on the Cudo Platform. The Subscription initial term's length is chosen by You and shall be indicated when you subscribe to Cudo’s Services. You may not terminate the Subscription during the Initial Term (and any renewals thereof) except in the event of a breach by Cudo or a Cudo Seller providing the Service. After the Initial Term, the Subscription shall automatically renew for successive terms, equal in length to the Initial Term, unless stated otherwise or terminated or canceled by either party as provided herein.

9.2 Cudo reserves the right to change prices for Subscriptions at any time and does not provide refunds or price protection in the event of promotions or price changes. Any pricing changes will become effective after your current Subscription expires or terminates. You agree that past pricing may not be reflective of future pricing. It is your responsibility to review the Cudo Platform for price changes if you wish to take advantage of any price changes. Cudo may not automatically update your subscription or price plan. If you wish to change service, there may be associated fees.

9.3 For paid-subscription services, in the event we change the pricing for the services which you have previously agreed to pay or if we substantially change the services you are paying or subscribed to, we will notify you of such changes in accordance with these terms. Any changes will become effective after your current subscription expires or terminates. If you do not agree with these changes and you communicate this to us in accordance with the notification, we will not automatically renew your subscription.

9.4 Once you have canceled your subscription, upon the expiration of the subscription period your use of those services and access to that data will cease.

9.5 If you have ceased a service or subscription and want to recover any data, if this is still possible there may be an administration fee offered or applied to complete this task.

9.6 You may cancel your subscription at any time and such cancellation shall become effective at the end of the subscription term for that service. You agree and acknowledge that you shall be charged until the end of the original subscription term and you will not be refunded any unused period pro-rata or refunded any remaining prepaid Fees, set up Fees, and/or special configuration Fees. Any refunds, if any, will be refunded to the original method of payment only..

9.7 Any overages beyond your subscriptions shall be automatically charged and processed at the end of each recurring subscription period, unless other time periods are stated in the Cudo Portal or Website.

10. Resource Commitments

10.1 For Buyers, there are various options for using the Cudo Platform including:

(i) Pay as you go (PAYG) with no commitment period and Sellers services are provided as long as the account holder chooses to use the services or for as long as Cudo or the Sellers choose to provide the services; or

(ii) Paid commitment period where the Buyer signs up to the service for a committed period and a committed spend;

10.1.1 The Buyers Commitment Period means the period commencing on the date on which services are committed on the Cudo Platform and expiring on the date agreed through the Cudo Platform.

10.1.2 The commitment level is the minimum level of either spend or quantity of resources for the commitment period and commitment to its associated costs.

11. User Restrictions

11.1 Users must not:

(i) knowingly misrepresent your identity or affiliation with any other person, Charity or organisation;

(ii) use our Websites or Services to send junk email, spam or any other form of unsolicited communication to people who do not wish to or have not consented to receive them;

(iii) use our Websites or Services to conduct, display or forward surveys, pyramid schemes, chain letters or any other promotion not directly associated with you or your company;

(iv) disclose any information relating to any other User of the Cudo Platform except with the consent of the User or as permitted by any applicable prevailing domestic or international laws;

(v) attempt to contact another User if they have chosen to not be contacted or to remain anonymous;

(vi) use or upload content where you do not own the copyright or any other intellectual property associated with that content of which you are not the lawful owner;

(vii) install Cudo Software without the agreement or consent of the owner of the resources onto which you are installing it;

(vix) attempt to access, decompile, decode or install software in the virtual environments running computational workloads for 3rd parties;

(ix) attempt to access, decompile, reverse engineer, decipher, decrypt, decode, create derivative works in, disassemble, convert into a human-readable form, or otherwise interfere with Cudo Software;

(x) use the Cudo Software when outside of the Cudo Platform and Service;

(xi) try to circumvent any due fees from using the Cudo Software;

(xii) disable any licensing or control features of Cudo Software or allow Cudo Software to be used with such features disabled;

(xiii) share, rent, or lease out your right to use Cudo Software without prior approval.

11.2 Cudo reserves the right to terminate your Account, delete any pages or profiles or take any other such action it deems suitable in the event of a breach of these Terms or for any other unlawful conduct.

11.3 Multiple user accounts controlled by a single person or entity may be considered a botnet and access to these accounts may therefore be suspended. In such cases an investigation will start according to these Terms and Conditions. If the accounts are considered to not be allowed under these terms and conditions, such accounts may be terminated.

11.4 We may temporarily suspend your or any End User’s right to access or use any portion or all of the Service Offerings immediately upon notice to you if we determine:

(i) your or an End User’s use of the Service Offerings (a) poses a security risk to the Service Offerings or any third party, (b) could adversely impact our systems, the Service Offerings or the systems or Content of any other Cudo customer, (c) could subject us, our affiliates, or any third party to liability, or (d) could be fraudulent;

(ii) you are, or any End User is, in breach of this Agreement;

(iii) you are in breach of your payment obligations under Section 5; or

(iv) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

11.5 If we temporarily suspend your right to access or use any portion or all of the Service Offerings:

(i) you remain responsible for all fees and charges you incur during the period of suspension; and

(ii) you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.

12. Risk Acknowledgement

12.1 By entering into these Terms, you agree, acknowledge and understand that you have read, and understand, the risks detailed below.

12.2 You agree, acknowledge and understand that:

(i) there is a risk associated with using the Cudo Software on resources which does not have an appropriate or suitable cooling system for all Computing Hardware components of the resources;

(ii) that any of the resources you use in connection with the Services has the suitable availability or performance to support the Services you are using;

(iii) there is a risk of damage to any Computing Hardware that you connect to the Cudo Platform;

(iv) Cudo will not be liable for any damage or loss arising your negligent, criminal or intentional misuse of Computing Hardware or software you use in connection with the Services i.e. when using the Cudo Software or connecting to Cudo Services;

(v) as a proven technical fact that Overclocking your Computing Hardware shall put strain on it and puts it at risk of hardware failure;

(vi) you will not Overclock any Computing Hardware you use in connection with the Services and if you do Cudo will not be liable for any damage caused as a result;

(vii) if you provide an external Payment Method to transfer funds to, from your Account, the Payment Method is outside of Cudo’s control;

(viii) the process of transferring Virtual Currency to an external Wallet address, from the point of commencement initiated by you, is entirely done so at your own risk and that Cudo is not liable for any loss or consequential loss whatsoever, including but not limited to loss of funds, Network fees or loss occasioned by Network delays;

(ix) it is your responsibility to ensure the Payment method information you provide is a correct and valid information is provided as being transferred and is free of errors or omissions;

(x) if you input a Payment Method for a different Currency than the one being transferred you , there may be additional fees or a risk of loss of funds if this is not supported by the Payment Method with no ability to retrieve them again;

(xi) Virtual Currency transactions during a Fork may fail and may need to be requested again via your Account;

(xii) there is a risk associated with the abuse of your Account: you agree that you will keep your User Account credentials, and the Computing Hardware you use to access the Services, secure and not share them with other individuals. If a third party gains access to your Account credentials, the third party may dispose of the funds associated with your account and Cudo will not be able to recover these funds or be liable for the loss;

(xiii) there is a risk associated with Cudo’s Services and being hacked and you have been fully informed and warned of that risk. Individuals, hackers or other groups or organisations may attempt to interfere with Cudo’s Services or Cudo Software in any way.

(xiv) balances and credits displayed in the Users Account may be stored by third parties and still be at risk of hacks and should therefore be treated in the same manner from a users perspective.

(xv) Cudo does not have knowledge of the data in the workloads running across its network and does not guarantee the type of computational workloads which may run on the computational hardware.

(xvi) installing or updating to Cudo or a 3rd party custom BIOS, vBIOS, kernel, firmware or OS can cause irretrievable damage to your hardware or data that cannot be resolved. You take this action under your own risk and accept you are wholly responsible.

(xxi) providing compute services can increase utilisation of compute resources, electricity usage, bandwidth costs, hardware wear and tear. You should take these costs into account when running the Cudo services. Cudo takes no responsibility for your increased costs in these areas.

12.3 You acknowledge and accept that:

(i) all balances displayed are entirely uninsured and that they are not guaranteed or safeguarded as funds held in bank accounts, electronic money accounts or payment accounts are;

(ii) any balances are held entirely at your own risk and Cudo is unable to return any lost balances under any circumstances;

(iii) Cudo may use or integrate with third party providers to enable conversion of Balances;

(iv) Cudo shall not be responsible for any third party provider’s services including their accuracy, completeness, timeliness, validity, legality, quality or any other aspect thereof;

(v) it is your responsibility to keep any login credentials for Payment Methods and Virtual Currency Wallet private key(s) safe and stored in a location where it cannot be accessed or read by unauthorised individuals;

(vi) there is risk associated with the use of Virtual Currencies and have been fully informed about it;

(vii) Virtual Currency markets are still in the early stages of their life cycles. Virtual Currencies may become subject to changes in regulatory standards, price fluctuations, market demand fluctuations, transactional cost fluctuations, transaction time fluctuations and security risks.

(viii) the fiat value of the Virtual Currency can fluctuate substantially and there is a risk that this value can become zero.

(ix) there is risk associated with future legislation changes which may restrict, limit or prohibit certain Virtual Currencies, aspects of blockchain technology and services and products associated with Virtual Currencies such as token sales. These can result in restriction, limitation or termination of the Services and you acknowledge that you have been fully informed and warned about this possibility.

(x) Cudo does not assume and shall not have any liability or responsibility to you or any other person or entity for any integrated or linked third party provider’s services. These are used entirely at your own risk.

(xi) Suggested, listed or displayed overclocking, computing hardware configurations, software configurations or hardware settings may not be approved, reviewed or tested by Cudo. They can be provided via AI, third parties or online information resources and carry a risk of damaging your device or your data. It is at your own risk if you choose to apply these settings.

12. 4 You acknowledge and agree that Cudo is not liable to you, or any third party User, in any way whatsoever for any damage or loss incurred as a result of your use of the Services including, but not limited to:

• penalty sums;
• compensation; or
• reimbursement

Buyers

13.1 If you are buying Resources you hereby agree and warrant that:

(i) Cudo has no control over and does not guarantee the existence, quality, safety or suitability of any of the Sellers of resources;

(ii) Cudo does not guarantee the accuracy of the descriptions, security levels, tier ratings, user content, performance ratings, reliability or availability of the computational resource Sellers and does not endorse the Sellers;

(iii) Verified, KYC Approved, Approved, Security Approved, Security Levels and other verified levels only indicate that the Member has completed the relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Cudo about the computational resource Sellers or whether they are trustworthy, safe or suitable;

(iii) Before buying computational resources, you should always exercise due diligence and evaluate if the type of computational workloads are suitable for such a platform;

(iv) Cudo cannot guarantee against the loss or corruption of data or computational performance for computational workloads supplied to the Cudo services.

(v) Any software that you install on your purchased resources shall have the appropriate licensing and you take on all licensing responsibilities.

13.2 When you create computing resources, you are responsible for safeguarding the password that you use to those resources and you agree that:

(i) It is your responsibility to make sure the passwords are secure and not easily guessable.

(ii) If any resources you control are hacked they are your responsibility, and you will still be responsible for any breach and for any activities or actions undertaken using your password, whether your password is with our Services or a third party service.

(ii) You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Account.

(iii) an Account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account and your use of the Services.

(iii) You are responsible for safeguarding the password that you use to access your Account and for any activities or actions undertaken using your password, whether your password is with our Services or a third party service.

(iv) You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Account.

(v) Cudo log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

13.3 In the event that a seller cancels the subscription that has been paid for, the buyer may be entitled to receive a pro-rated refund of credits for the unused portion of the service. The amount of the refund will be determined based on the pro-rated value of the remaining service and will be issued in the form of credits to the buyer's account. The seller may be subject to additional penalties or fees for cancelling the service, subject to the reason for cancellation not being due to you breaching the Acceptable Use Guidelines or Terms of this agreement.

13.4 You are responsible for properly configuring and using the Service Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.

13.5 You will ensure that Your Content and your and End Users’ use of Your Content or the Service Offerings will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.

14. Fees and Payments

14.1 When you add a Payment Method to your Cudo Account, you will be asked to provide billing information such as name, billing address, email address and payment method or financial instrument information either to Cudo or its third-party payment processor(s). You authorize Cudo and its payment service providers to collect and store your Payment Method information.

14.2 When you add or use a new Payment Method, Cudo may verify the Payment Method by

(i) authorizing your Payment Method for one or more nominal amounts via a payment service provider, and asking you to confirm those amounts or transaction ID;

(ii) using an additional security level authentication method such as 3D secure, or

(iii) requiring you to upload a billing statement or other authentication proof.

14.3 We may, and retain the right to, initiate refunds of these amounts from your Payment Method. When you add a Payment Method during checkout, we will automatically save and add that Payment Method to your Cudo account so it can be used for future transactions. You may not remove the Payment Method associated with an order if the subscription has begun. If available you may add additional payment methods.

14.4 You allow Cudo to charge your Payment Method (including charging more than one payment method), either directly or indirectly, for all fees due (including any applicable taxes) in connection with your Cudo account.

14.5 Cudo reserves the right to decline payments or limit the spend or payments on any account.

14.6 Payment Methods may involve the use of third-party payment providers. These payment providers may charge you additional fees when processing payments in connection with the Payment Services, and Cudo is not responsible for any such fees and disclaims all liability in this regard. Your Payment Method may also be subject to additional terms of use. Please review them before using your Payment Method.

14.7 Sellers may add supported payment Methods for receiving their payments from Buyers or for withdrawing their earnings.

14.8 Cudo is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.

1.9 Fees are listed in the relevant sections of your Cudo Platform. Fees may also be subject to third party transaction costs such as credit card fees, Chargeback fees or Network fees for virtual currencies. Fee’s may adjust due to exchange rate fluctuations.

14.10 Where relevant or possible, the Network fees and third party fees will be displayed or alternatively, the final value will be displayed.

14.11 If you are invoiced an amount and the payment is not received by Cudo by the due date, then without limiting Cudo’s rights or remedies those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower. Such conditions allow Cudo to change payment terms to payment in advance or shorter payment terms in future.

14.12 If you fall overdue of any charged fees by more than 5 days, you authorise Cudo to take fees due by any other methods on record. These include, Direct Debit, ACH, Credit Card, Debit Card, Hosted Wallets, virtual funds and incoming payments. If Cudo is unable to take payment, Cudo may without limiting its other rights and remedies, suspend or terminate your service or account and may withhold funds in those associated accounts until such amounts are paid in full.

14.13 In the event that you fail to pay any amounts owed under this agreement within the payment terms, Cudo shall have the right, but not the obligation, to refer the outstanding debt to a third-party collection agency. You shall be responsible for paying any and all fees and costs incurred by Cudo in connection with the collection of the overdue amounts, including without limitation, collection agency fees, court costs, attorney's fees, and any associated administrative fee imposed by Cudo. This administrative fee shall cover Cudo's expenses related to the collection process, such as administrative costs and overhead.

14.14 All set-up fees and special configuration fees are non-refundable.

14.15 Any kickbacks or referral commissions for services shall be provided as a credit or balance onto your account. The currency and type may vary.

14.16 If you participate in a Free Trial Period or Free Credit, you may be required to enter payment methods for the period after the free trial. If you do not cancel during the free trial period, you authorise Cudo to bill your relevant payment options at the end of the Free Trial Period if you have active subscriptions.

14.17 When you pay a license fee, you are paying a right to use that service of software during that period under the terms of this agreement. You may not use or distribute that software outside the terms of this agreement.

14.18 By downloading or installing Cudo software you agree to the terms of this agreement and the associated fees to use the software.

14.19 Where device or resource based licensing is charged after usage (usually monthly), unless otherwise stated, this is billed as the peak number of connected devices or devices running the software in the month, for the whole month's period.

14.20 Where device or unit based billing is purchased in commitments for the period, unless otherwise stated, unused licenses for the month do not rollover and may not be reused.

14.21 Cudo Reserve the right to cancel / terminate your account at our sole discretion for nonpayment, late payment, or failure to charge your Payment Methods upon invoicing.

14.22 You may purchase Services using fiat currency and, where permitted, you may also purchase Services with Virtual Currency. If you pay using Virtual Currency, you represent and warrant that:

(i) you have legal use of those Virtual Currency funds;

(ii) you have the right and ownership to transfer those funds to either the Seller, Cudo or a third party payment service .

14.23 If you choose to pay for services using Virtual Currency, you expressly agree that Cudo is not responsible for any loss of funds not arriving through error or Network issues.

14.24 If using Virtual Currencies, you agree that Network fees and delays are outside Cudo’s control and that any that Network fees should be included in the amount you transfer to cover the difference.

14.25 The terms of invoicing of the prices of the Services are defined on the Cudo Platform and in the applicable Specific Terms of Service. The User is responsible for taking note of these before submitting its Order or signing up to a subscription.

14.26 Orders over the user control panel, API, CLI or blockchain interfaces shall be deemed the same and apply to the same terms and conditions.

14.27 When you prepay, any balances shall be available on your Cudo Platform. If these are not used within 12 months, they may expire.

14.28 When you buy resources in advance for a term, such as 12 months,

14.29 All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Any attempt to make a setoff or counterclaim against such fees and charges shall be null and void and shall not be recognised by the parties.

14.30 Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Cudo Platform, unless we expressly state otherwise in a notice.

15. Content

15.1 Our Services may allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post in connection with the Service, including its legality, reliability, and appropriateness.

15.2 By posting Content publically, you grant us the right and the license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Services. You retain any and all of your rights to any Content you submit, post or display on or through the Services and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content public in our websites, software, graphics, marketing material and micropages on User’s sites and linked from User’s sites subject to these Terms.

15.3 You represent and warrant that:

• the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms; and
• the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

15.4 Cudo does not provide any warranty as to the accuracy, correctness or validity of any uploaded Content.

16. Accounts

16.1 When you create an Account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account and your use of the Services.

16.2 You are responsible for safeguarding the password that you use to access your Account and for any activities or actions undertaken using your password, whether your password is with our Services or a third party service.

16.3 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Account.

16.4 You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene. You expressly agree that we cannot be held liable for any loss or damage arising out of any misrepresentations you make in this regard.

16.6 To access the Services, you must have a Cudo account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.

16.7 Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account.

16.8 You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Service Offerings. You are responsible for End Users’ use of Your Content and the Service Offerings. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend access to Your Content and the Service Offerings by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

17. Intellectual Property

17.1 The Services and their original content (excluding Content provided by Users), features and functionality are and will remain the exclusive property of Cudo and its licensors. The Services are protected by copyright, trademark, and other laws of both England and Wales and foreign countries. Our trademarks and trade address may not be used in connection with any product or service without the prior written consent of Cudo.

17.2 Cudo software or software which is distributed using Cudo services may include open source software and 3rd party licensing. You agree to adhere to the relevant licensing requirements for such software.

17.3 When you upload Content, you give to Cudo a worldwide, non-exclusive, royalty-free, transferable license (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Services and otherwise in connection with the provision of the Services and Cudo business.

17.4 If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

18. Links To Other Websites

18.1 Our Services may contain links to third party websites or services that are not owned or controlled by Cudo.

18.2 Cudo has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.

18.3 You further acknowledge and agree that Cudo shall not be responsible or liable for, directly or indirectly, any damage or loss, including consequential loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

18.4 We strongly advise you to read the terms and conditions and privacy policies of any third party websites or services that you visit.

19. Donations and charities

19.1 Donations enable users to be able to generate funding or resources for good causes. Donations may be made to Charities or good causes for:

(i) any portion of the Rewards that you generate;

(ii) your Resources;

19.2 You may donate your resources on the Cudo Platform. By donating them, you confirm that these resources are made available for the purpose of generating funding or the resources can be used for good causes. This can include but is not limited to:

(i) Buyers paying to use resources and the funds going to good causes;

(ii) Good causes using the resources for areas such as cancer research;

(iii) Cudo using the resources to generate funding for good causes.

19.3 By donating these resources, you agree to provide them under the terms of standard resources and abide by such terms.

19.4 Cudo cannot refund any Donations made to Charities or good causes and we are not responsible for how they use your Donations.

19.5 Cudo may provide or list charities or good causes that you can support. Cudo will seek to verify the identity of a Charity to the best of its ability and undertake any other necessary checks required by domestic and international law before allowing it to have an Account but we are not liable for any loss, howsoever caused, where we have relied upon information provided by a bona fide third party/agent to verify the identity of the charity or good cause in accordance with the UK Money Laundering Legislation currently in force.

19.6 Charities and good causes that wish to use the Services agree to provide us with any and all information that it requires in order to meet our obligations under UK Money Laundering Legislation.

19.7 If a CVL Charity Pool exists, the funds in the CVL Charity Pool will be collated and distributed amongst multiple charities in the CVL network: this enables Users to support more than one Charity.

20. Termination

20.1 We may terminate or suspend your Account immediately, without prior notice or liability, in its sole discretion and for any reason whatsoever (“Non Event Termination”). In such case Cudo shall provide you 30 days notice of such Termination.

20.2 If Cudo terminations your account due to breach of any of the Terms in this agreement, Cudo shall not refund to you:

• any subscriptions or fees paid to date;
• any balances cleared or uncleared;
• any pre payments or balances.

20.3 In the event of Non Event Termination or Termination for breaching the Terms, you shall still be obligated to pay all subscriptions, fees and charges accrued prior to the effectiveness of such termination.

20.4 Upon termination, your right to use the Account and Services will immediately cease.

20.5 If you wish to terminate your Account, you may simply discontinue using the Service or, if you have entered into a Commitment Period, give appropriate notice to terminate the agreement when the Commitment Period ends in accordance with the Commitment Period Clause.

20.6 Early termination of a commitment period and associated commitment level will require immediate payment for the total amount due for the rest of the term of the agreement, which is the sum of the commitment level cost multiplied by the remaining commitment period.

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

20.8 The performance of Cudo’s obligation under the Terms will cease, and the agreement will be terminated if:

(i) market or technology circumstances change to such an extent that these terms no longer meet with Cudo’s expectations;

(ii) it would be unjust to enforce Cudo’s obligations; or

(iii) Cudo’s obligation becomes impossible, thereby legally frustrating the contract.

20.9 Accounts which are inactive for longer than 12 months, with no login and no activity, may be deleted or disabled. You will receive email warnings 30 days before deletion of your Account. Any remaining balance will be considered as Good Causes or platform donation.

20.10 If you have no commitment period and no active subscriptions, you may cancel your account at any time but you won't be issued a refund unless it is legally required.

20.11 In addition to Cudo’s right to terminate your Subscriptions provided in these Terms, Cudo may terminate your Subscriptions immediately if, based on Cudo’s sole judgement that you, your users or the computing resources that you either provided as a Seller or have Subscribed to and control as a Buyer:

• (i) have breached the Acceptable Use Guidelines (AUG);
• (ii) have infringed or violated any intellectual property, software licensing or third party rights;
• (iii) have infringed or violated and privacy rights;
• (iv) have now complied with the relevant laws or regulations;
• (v) have uploaded, hosted, published or disseminated any images, text, graphics, code or video which Cudo or third parties have considered illegal or high risk;
• (vi) have breached the terms of this agreement.

20.12 You remain solely responsible for your Content, and any liability generated from it. It is not Cudo to monitor your content.

20.13 Upon termination of your Subscription, Cudo reserves the right to maintain copies of your data files and records as may be required by law or abuse records, but does not guarantee it shall do so.

20.14 Upon termination of your Account or Subscriptions, you shall be responsible for all and any costs to find appropriate replacement service providers. Cudo shall not have any liability whatsoever for any termination including the deletion of any data.

21. Indemnification

21.1 To the maximum extent permitted by applicable law, you agree to release, defend you agree to defend, indemnify and hold free from all or any liability Cudo and its licensee(s) and licensors, affiliates, subsidiaries and their employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all or any legal fees), resulting from or arising out of:

(i) your use of and access to the Services by you or any person legitimately using your Account and password;

(ii) use of Cudo Software;

(iii) any claim that the use of the Seller Profile, Listings or any other Seller resources by us or any party to a purchase subscriptions in accordance with these Platform Terms infringes the rights (including the Intellectual Property Rights) of any third party

(iv) any claim made against Cudo arising out of the Seller's breach of any Purchase;

(v) any breach of the other party of these Terms;

(vi) any use by the Seller or Buyer of Cudo’s Software or services other than in accordance with these Seller Terms;

(vii) breach of this Agreement or violation of applicable law by you, Your End Users or Your Content;

(viii) Content posted, in whichever forum, on or about the Services.

22. Disclaimer

22.1 Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

22.2 Cudo, its subsidiaries, affiliates, and its licensors do not warrant that:

(i) the Services will function in an uninterrupted, secure or available manner at any particular time or location;

(ii) any errors or defects will be corrected;

(iii) the Services are free of viruses or other harmful components; or

(iv) the results of using the Services will meet your requirements.

22.3 Without limit to the foregoing, neither Cudo nor any of Cudo’s subsidiaries, affiliates, or its licensors makes any representation or warranty of any kind, express or implied: as to:

(i) the operation or availability of the Services, or the information, content, and materials or products will be uninterrupted or error-free;

(ii) the accuracy or reliability, of any information or content provided through the Services;

(iii) that the Services, its servers, the content, or emails sent from or on behalf of Cudo are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components; or

(iv) the results of using the Services will meet your requirements.

22.4 Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

23. Limitations of Liability

23.1 WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US IN FEES UNDER THIS AGREEMENT FOR THE SPECIFIC SERVICE OR CREDIT TRANSACTION THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

23.2 CLAIMS PERIOD: ANY CLAIM RELATED TO THE SERVICE OR THE USE OF CREDITS OBTAINED THROUGH THE SERVICE MUST BE MADE WITHIN 30 DAYS FROM THE DATE OF THE TRANSACTION GIVING RISE TO THE CLAIM. FAILURE TO BRING A CLAIM WITHIN THIS TIME PERIOD WILL RESULT IN THE CLAIM BEING TIME-BARRED AND WILL RELEASE US FROM ANY AND ALL LIABILITY RELATED TO THE CLAIM.

24. Notices

24.1 We may provide any notice to you under this Agreement by: (i) posting a notice on the Cudo Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the Cudo Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

24.2 To give us notice under this Agreement, you must contact Cudo by personal delivery, overnight courier or registered or certified mail to the facsimile number or mailing address, as applicable, listed for the applicable Cudo Contracting Party in Section 14 below. We may update the facsimile number or address for notices to us by posting a notice on the Cudo Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.

24.3 Any notice or communication shall be deemed to have been received:

(i) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this section 36.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

25. Complaints, disputes and Mediation

25.1 If you have any complaints or issues with the services provided you must contact Customer Services and we will attempt to resolve the issue or explain if we cannot.

25.2 If any dispute arises in connection with this agreement which Cudo cannot resolve upon receipt of a complaint, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with [the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 30 working days of notice of the dispute, the mediator will be nominated by CEDR.

25.3 Cudo services connect Sellers and Buyers of computing resources or blockchain networks. If the expected compute services are not provided or the expected payment is not received then where possible the Buyers and Sellers of computing resources should communicate directly to resolve the issue.

25.4 You agree that Cudo’s maximum liability is only the fees received by Cudo, and not the actual cost of the resources, in any one month where the relevant dispute is made. The liability does not extend to payments to third parties for resources or to payments received for providing resources.

26. General

26.1 These Terms shall be governed and construed in accordance with the laws of England and Wales.

26.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation .

26.3 We may vary this agreement at any time with immediate effect. The Terms will be updated on our Websites and we will notify you by email of the change.

26.4 Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect and constitute the entire agreement between us regarding our Services and supersede and replace any prior agreements we might have between us regarding the Services.

26.5 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for one month the party not affected may terminate this agreement by giving 7 days’ written notice to the affected party.

26.7 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

27. Data Protection

27.1 We take the protection of your personal data very seriously. We will only process your personal data in accordance with our Privacy Policy and these terms.

27.2 By entering into these Terms, you also agree to us processing your personal data in accordance with both this agreement and our Privacy Policy.

28. Miscellaneous

28.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 30.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Cudo as a party to this Agreement and Cudo is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

28.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement (but does not supersede prior commitments to purchase Services). We will not be bound by, and specifically object to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) including for example, any term, condition or other provision (a) submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document, (b) related to any online registration, response to any Request for Bid, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any invoicing process that you submit or require us to complete. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document.

28.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

28.4 Governing Law. The courts of England & Wales without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

28.6 Trade Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control and regulations, including all such regulations that apply, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service Offerings, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the region in which any of the foregoing occurs. You represent and warrant that you, or any party that owns or controls you, are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury, and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

28.7 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

28.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

28.9 Confidentiality and Publicity. You may use Cudo Confidential Information only in connection with your use of the Service Offerings as permitted under this Agreement. You will not disclose Cudo Confidential Information during the Term or at any time during the 5-year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Cudo Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Service Offerings.