CUDO Ventures Limited
Terms of Service
Version dated: 1 July 2024
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.
- Service Level Agreement - Outlines the service level agreement.
1. Introduction
1.1 Terms Acceptance: By using CUDO Compute's services, provided by CUDO Ventures Limited (registered in the UK, company number 11065412, trading address: 128 City Road, London, United Kingdom, EC1V 2NX, referred to as "CUDO", “CVL”, "we", "us", or "our"), you acknowledge having read and agreed to these Terms and Conditions of Service (the "Terms"). Our platform enables users to offer, sell, and buy services and products, with added support from CUDO for enhanced safety and quality.
1.2 Platform Services: The CUDO Compute platform is an online portal for users to find, book, and deploy computing infrastructure resources. Sellers can list their products and services, being responsible for their resource hardware, information, certifications, and listings.
1.3 Conditional Use: Access to and use of our Services is subject to your acceptance and adherence to these Terms.
1.4 Agreement to Terms: Accessing or using our Services constitutes your agreement to these Terms. Non-agreement prohibits Service access.
1.5 Compliance: Use of your CUDO Account and Services must comply with these Terms, applicable laws, and any other CUDO-provided policies or standards.
1.6 Eligibility: To use CUDO services or register for a CUDO Account, you must be at least 18 years old, or a legally recognized entity able to form binding contracts.
1.7 Access Conditions: CUDO may condition access to its services or specific features on meeting criteria such as verification processes, customer information, and performance standards.
1.8 Terms Modification: CUDO reserves the right to modify these Terms, with updates posted on the CUDO Portal or Website. Non-agreement with updated Terms requires cessation of Service use. Continued use after updates take effect indicates acceptance of the new Terms.
1.9 Service Modifications: We may change or discontinue any aspect of our Services, including features, functionalities, and support, with or without notice, subject to certain exceptions. We bear no liability for these modifications.
2. Definitions and Interpretation
2.1 The following definitions and rules of interpretation apply in this agreement.
Account: A personal account for Users to interact as Buyers or Sellers on the CUDO Network or Platform, accessible via Websites or the CUDO App.
Account Holder: A person agreeing to these Terms to use the Service.
Affiliate(s): Entities with direct or indirect control relationships.
API: Application programming interface.
AUG: Acceptable Use Guidelines outlined at CUDO's AUG page.
Buyers: Users purchasing services or Resources on the CUDO Platform.
Commitment Level: The minimum commitment for devices, units, resources, or spend.
Commitment Period: The agreed duration for the above commitment.
CPO: Commitment Period Option as defined in the commitment clause.
Confidential Information: Nonpublic information disclosed by or to us, subject to certain exclusions.
CUDO Platform: The collective services, including customer portal, billing platform, API, network, and any services agreements.
CUDO Site: https://cudocompute.com and https://compute.cudo.org, or successor sites.
Customer Services: Contact details on the Websites or CUDO Platform.
CVL: CUDO Ventures Limited.
CUDO Software: Software enabling computational tasks, resource transactions, data collection, and blockchain connectivity.
End Users: Individuals or entities using Your Content or Services under your account.
Hardware: Devices supplying resources to the network.
IP Address: Internet Protocol address assigned to network-connected devices.
Marketplace: Where buyers are purchasing the service from 3rd party sellers.
Network: The collective of nodes and servers powering computational and blockchain services.
Network Botnets: Compromised network computers used for malicious activities.
Overclocking: Operating computing hardware beyond manufacturer-specified speeds.
Payment Method: Chosen method for transactions on the CUDO Platform.
Privacy Policy: Detailed at CUDO's Privacy Policy page.
Private Cloud: Where buyers are buying dedicated infrastructure for a term purely for their own use.
Promotional Credits: Credits awarded or earned through various programs.
Resources: Hardware and software resources available on the CUDO Platform.
Service Offerings: Services provided under this agreement, excluding Third-Party Content.
Services: Various services offered by CUDO, including software provision, resource trading, and account maintenance.
Subscription: User commitment to access specific services or products.
Suppliers/Sellers: Users selling services or Resources on the Platform.
User: A person using Services under these Terms.
Virtual Currency: Digital currencies used within specific virtual communities.
Wallet: Virtual Currency wallet for transactions.
Websites: https://cudocompute.com and https://compute.cudo.org, or successor sites.
Workloads: Tasks run or utilising computing resources.
Your Content: Content you or End Users transfer for processing or hosting in connection with your CUDO account, excluding Account Information.
2.2 Section headings shall not affect the interpretation of this agreement.
3. Important Advisory Notice – Availability, Inadvertent Errors and Inaccuracies of the Service
3.1 Service Updates and Inaccuracies: We continuously update our product and service offerings. Occasionally, there may be inaccuracies in product descriptions, pricing, availability, or other information on our Services or related advertisements.
3.2 Service Usage Costs: When you use our Services, you will be informed about any applicable costs, rates, fees, or revenues and their calculation basis.
3.3 Information Accuracy: Despite our efforts, we cannot guarantee the complete accuracy of information on our Services, including but not limited to prices, commissions, product specifications, and availability. We reserve the right to correct any errors or inaccuracies and update information without prior notice.
3.4 UK Law Compliance: This section does not affect any statutory or common law rights under UK law arising from lawful use of the Services.
3.5 Liability for Non-contractual Reliance: We are not liable for any non-contractual reliance on information presented on our websites or any controlled digital or other content.
4. Commencement
4.1 Agreement to Terms: Your agreement to these Terms is effective upon creating an Account on our Websites, signing the associated order form or schedule.
4.2 Term Duration: These Terms remain in effect as long as you use the Services.
4.3 Termination without Commitment: If you're not bound by a Commitment Period or active subscriptions, you may terminate these Terms anytime by ceasing to use the Services, as outlined in the termination clause.
4.4 Termination with Commitment: If you're under a Commitment Period or have active subscriptions, termination is only possible after the period ends, as per the termination clause.
5. Acceptable Use
5.1 Adherence to AUG: Use of Cudo’s Services requires compliance with our Acceptable Use Guidelines (AUG). Breaching these policies may result in service termination. These policies are subject to amendment.
5.2 Workload Management: You agree to run workloads responsibly, ensuring that you do not intentionally overload, disrupt, or damage Cudo’s platforms and network.
5.3 Performance Scoring: For marketplace buyers, CUDO may assess and rate your workload performance and payment reliability.
5.4 Content and Review Policy: Users must not post malicious, defamatory, obscene, discriminatory, or inappropriate content. This includes avoiding hate speech, personal attacks, and manipulation of our review system through multiple accounts or other means. Violations may lead to account suspension or termination.
6. Non Circumvention for Marketplace Buyers
6.1 By using CUDO's services, you agree to follow our terms and policies, including the Terms of Service. We may enforce these at our discretion, with potential suspension or termination of your account for severe or repeated violations. Prohibited Actions that violate these terms include, but are not limited to:
(i) Engaging with Sellers or Buyers off-platform for new or existing resources.
(ii) Contacting potential Sellers or Buyers to work directly outside the CUDO platform.
(iii) Requesting off-platform contact through non-CUDO channels.
(iv) Cancelling and rebooking resources with the same sellers off the CUDO platform.
(v) Encouraging off-platform collaboration for current or future resources.
(vi) Sharing direct contact details within the CUDO platform communications.
(vii) Requesting Sellers' or Buyers' direct contact information.
(viii) Soliciting contact information for external communication or payments.
Exceptions: Legal or compliance requirements may necessitate additional contact/identity information.
7. Coupons, Credits and Discount Codes
7.1 Usage Terms: CUDO may offer incentives like coupons or discount codes for new customers, which must be used at the time of initial purchase. These are generally not applicable post-commencement of Services or for account service upgrades, unless specifically stated.
7.2 Unauthorised Use: Attempts to use coupons or discount codes unauthorizedly may lead to account termination.
7.3 Credit Terms: Credits, subject to our discretion, can be revoked or expire early for reasons including account abuse, misrepresentation, unauthorised transfer, or illegal conduct.
7.4 Transfer and Resale: Transferring or reselling credits between accounts is prohibited, except as allowed by specific credit terms. Unauthorised actions may void credits and lead to account suspension or termination.
7.5 Promotional Credit Expiry: Promotional credits expire and become void after 60 days, unless otherwise specified. Expired credits are non-redeemable and non-refundable.
7.6 Credit Expiration: Purchased or gifted credits typically expire after 12 months, unless different terms are specified. Expired credits are void and non-redeemable, with any remaining balance forfeited.
8. Pricing Updates
8.1 Fee Modification: CUDO reserves the right to modify service fees at any time, except as limited by any commitment period agreement.
8.2 Subscription Fees: Fees for subscription-based services or resources will be disclosed before subscription. Fee changes will take effect at the end of the current billing cycle or within the specified fee period.
8.3 Notice of Changes: CUDO will provide at least 14 days' notice before any fee changes, allowing you the opportunity to terminate the service if desired before the change becomes effective.
8.4 Acceptance of Changes: Continued use of the Services after a fee change implies acceptance of the new fee structure.
9. Subscriptions and renewals
9.1 Subscription Commencement and Term: Subscriptions start from the order date on the CUDO Platform. The initial term length, chosen by you, is specified at subscription. Unless otherwise stated in a Subscription and as long as the service has not been terminated or cancelled by either party as provided herein, the Subscription will auto-renew for successive terms equal to the initial term. Cancellation of the service shall require a minimum notice period before the end of the subscription term, as stated on the CUDO Platform. The Buyer authorises CUDO to charge the fees for the next renewal term of the Customers Payment Methods. Failed payments may initiate ceasing of auto-renewal.
9.2 Pricing Changes to promotional pricing: CUDO may modify subscription prices at any time without refunds or price protection for promotions or changes. New prices apply post-current subscription term. It's your responsibility to monitor for price changes on the CUDO Platform. Changes to your subscription or service may incur fees.
9.3 Notification of Changes: For paid subscriptions, we will notify you of significant service or pricing changes. These changes take effect after the current subscription term. Non-agreement with changes should be communicated to prevent automatic renewal.
9.4 Post-Cancellation Access: Upon subscription cancellation and term expiry, access to the services and related data ceases.
9.5 Data Recovery Post-Cancellation: It may not be possible to recover data after cancellation. Recovering data after service or subscription cessation may incur an administration fee.
9.6 Cancellation Terms: You may cancel your subscription at any time by emailing [email protected] or in the CUDO Portal. This shall take effect at the term's end. Charges apply until the original term's end, with no pro-rata refunds for unused periods or prepaid fees. Refunds, if applicable, are made to the original payment method.
9.7 Overage Charges: Overages beyond your subscription are automatically charged at the end of each billing period, as detailed in the CUDO Platform or Website.
10. Resource Commitments
10.1 For Buyers, there are various options for using the CUDO services including:
(i) On Demand with no commitment period 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) Commitment Period where the Buyer signs up to the service for a committed period and a committed total 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, contract or order form.
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, 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) 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;
(ix) use the CUDO Software when outside of the CUDO Platform and Service without authorisation;
(x) try to circumvent any due fees from using the CUDO Platform;
(xi) 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, reorganisation, 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 Understanding of Risks: By accepting these Terms, you recognize and understand the risks outlined below, which are associated with using the CUDO Platform and Services.
12.2 Acknowledged Risks:
By entering into these Terms, you agree, acknowledge and understand that you have read, and understand, the risks detailed below.
(i) Hardware Cooling and Damage: Risks related to using CUDO Software on hardware without suitable cooling, potentially causing damage.
(ii) Resource Suitability: Ensuring the compatibility and performance adequacy of resources used with the Services.
(iii) Misuse of Hardware/Software: CUDO is not liable for any damages arising from your negligent or intentional misuse of hardware or software.
(iv) Overclocking: Acknowledgement of the risks of overclocking, including hardware strain and potential failure. CUDO is not liable for damages resulting from overclocking.
(v) Payment Method and Virtual Currency Risks: Transferring funds or Virtual Currency through external Payment Methods or Wallets is at your own risk. CUDO is not liable for any losses, including due to network delays or errors in Payment Method information.
(vi) Account Security: You are responsible for keeping your account credentials and computing hardware secure. CUDO is not liable for unauthorised access or loss due to compromised credentials.
(vii) Service Hacking Risks: Awareness of potential security breaches or hacking attempts targeting Cudo’s Services.
(viii) Data and Workload Uncertainty: CUDO does not guarantee the nature of computational workloads running on its network and is not responsible for damages from installing or updating to custom software or operating systems.
12.3 Financial Risks and Responsibilities:
You acknowledge and accept that:
(i) Uninsured Balances: Balances in your account are uninsured and held at your own risk.
(ii) Reliance on Third-Party Services: CUDO may use third-party providers for services like balance conversion, without responsibility for their performance or reliability.
12.4 External Links and Content: CUDO is not liable for content, policies, or practices of third-party websites or services linked from our Services. You are advised to review their terms and policies independently.
13. Buyers
13.1 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.
13.2 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 unauthorised access and routinely archiving Your Content.
13.3 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.
13.4 CUDO recognises that its services may be resold by its Buyers to their clients (“Resellers”). Our role is confined to providing services to our direct customers and does not extend to end clients when resold. CUDO will not provide support or bear liability for issues arising between resellers and their clients. Resellers are responsible for their client relations, including support and compliance with CUDO's terms of service.
Marketplace Buyers
13.5 The services provided through the Marketplace are subject to standard terms, including the "AS IS" and "AS AVAILABLE" nature of these offerings. CUDO does not guarantee uninterrupted, secure, or error-free service.
13.6 If you are buying Resources from the marketplace 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 the computing resources you have selected;
(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.
13.7 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.
Private Cloud Buyers
13.8 For Private Cloud Services, CUDO provides dedicated infrastructure with specific guarantees as outlined in the associated Service Level Agreement (SLA). These services are covered by warranties and service commitments that include performance and uptime guarantees, subject to the terms and conditions specified in the SLA.
13.9 Liability for Total Contract Value: For Private Cloud Services, the customer agrees to be fully liable for the total value of the contract as specified in the Order Form or the CUDO Platform, for the entire Commitment Period. This liability encompasses the full contract value even if the services are terminated early, either by the customer or due to a breach of contract. In such cases, the customer is obligated to pay any remaining amounts due for the rest of the Commitment Period immediately. The security deposit may be retained or applied toward these outstanding payments, as outlined in the terms of the agreement.
13.10 Delivery and Target Live Dates: Target Dates: CUDO will provide estimated delivery and go-live dates for the services on the Order Form or as communicated via the CUDO Platform. These dates are targets and are not guaranteed, subject to potential delays due to technical, operational, or other unforeseen circumstances.
13.11 Obligations and Delays:If CUDO anticipates any delays in meeting the target live dates, it will promptly notify the customer, providing an updated timeline and the reasons for the delay.
13.12 Consequences of Delays:
(i) For Delays Beyond CUDO's Control: In cases of delays due to circumstances beyond CUDO's reasonable control, including force majeure events, CUDO shall not be liable for any resulting damages. The customer shall remain fully liable for all contractual obligations, including payment, and may be entitled to an extension of the contract term equivalent to the delay period.
(ii) For Delays Attributable to CUDO: If delays are solely attributable to CUDO's negligence or actions, the customer may be eligible for compensation as defined in the Service Level Agreement (SLA) or as mutually agreed upon in writing. Notwithstanding such delays, the customer remains liable for the full contract value as specified in the Order Form or CUDO Platform, unless otherwise stipulated in the SLA.
14. Fees and Payments
14.1 When you add a Payment Method to your CUDO Account or CUDO Order Form, 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 authorise 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) authorising 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.
14.8 CUDO is not responsible for any loss suffered by you as a result of incorrect Payment Method information provided by you.
14.9 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.
14.11 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, pre-payment fees and special configuration fees are non-refundable.
14.15 Any kickbacks or referral commissions for services may 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 licence 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 licences 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 you have legal use of those Virtual Currency funds and that 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 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.
14.28 Deposit: CUDO shall designate the level of deposit required for any specific order via the CUDO Platform or Order Form, with the amount calculated as a percentage of the contract value of the relevant Order(s). This deposit may be used by CUDO at the start of the contract for the purchase of hardware or other necessary expenditures associated with setting up the services. The deposit will roll over and remain applicable with each automatic renewal of the contract and will continue to be held until the final termination of the contract. In the event of contract termination, the deposit may be applied towards any outstanding amounts due, including the final month's payment, provided all outstanding fees are satisfied and there is compliance with the terms of this agreement. If the customer terminates the contract early, CUDO reserves the right to retain the deposit to cover any incurred damages, outstanding payments, or other costs associated with the early termination.
15. Content
15.1 User Responsibility for Content: You are responsible for any information, text, graphics, videos, or other materials (“Content”) you post using our Services. This responsibility covers the legality, reliability, and appropriateness of the Content. By publicly uploading or posting Content, you grant CUDO the right to use, modify, perform, display, reproduce, and distribute your Content within the Services. While you retain your rights to your Content, you also allow CUDO to make your Content publicly accessible for marketing and other purposes, in line with these Terms.
15.2 No Warranty on Content Accuracy: CUDO does not warrant the accuracy, correctness, or validity of any user-uploaded Content.
16. Accounts
16.1 Account Information Accuracy: When creating an account, provide accurate, complete, and up-to-date information. Failure to do so can result in account termination.
16.2 Password Security and Responsibility: Safeguard your account password. You're responsible for all activities under your account, regardless of whether the activities are authorised or conducted by you, your employees, or a third party.
16.3 Third-Party Disclosure: Do not disclose your password to third parties. Inform us immediately of any security breach or unauthorised account use.
16.4 Username Guidelines: Usernames must not impersonate others, infringe on rights, or be offensive. We are not liable for losses resulting from misrepresentations in username selection.
16.5 Single Account per Email: Each account must be linked to a unique, valid email address and payment method. Creation of multiple accounts per email address is generally prohibited, unless explicitly allowed.
16.6 Activity Responsibility: You are accountable for all activities under your account, including those by employees, contractors, or third parties, except in cases of our agreement breach.
16.7 End User Management: You are responsible for actions taken by End Users related to this Agreement and your content. Ensure End User compliance with this Agreement, suspending access if necessary. We provide no direct support to End Users without a separate agreement.
17. Intellectual Property
17.1 Ownership and Protection: The Services, excluding user-provided Content, are the exclusive property of CUDO and its licensors. This includes original content, features, and functionality, protected under the copyright, trademark, and other laws of England, Wales, and foreign countries. Use of Cudo’s trademarks and trade address requires prior written consent.
17.2 Open Source and Third-Party Software: CUDO software and software distributed via CUDO services may incorporate open-source and third-party licensed software. You agree to comply with all relevant licensing requirements of such software.
17.3 User Suggestions: Any suggestions you provide to CUDO or its affiliates can be used without restrictions. You irrevocably assign all rights, titles, and interests in these suggestions to CUDO and agree to assist in documenting and maintaining these rights as needed.
18. Termination
18.1 If you do not have active subscription service or commitment period, CUDO 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.
18.2 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, security deposit or balances.
18.3 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.
18.4 Upon termination, your right to use the Account and Services will immediately cease.
18.5 Termination Notice: Customers must provide written notice of their intention to terminate the agreement based on the length of their Commitment Period, unless otherwise agreed upon in the Order Form or CUDO Platform. The specific notice periods are as follows:
(i) For Commitment Periods of 12 Months or More: A minimum of 90 days' written notice prior to the end of the Commitment Period is required.
(ii) For Commitment Periods Less Than 12 Months: A minimum of 30 days' written notice prior to the end of the Commitment Period is required.
(iii) For Monthly Commitment Periods: Customers may cancel their subscription at any time prior to the beginning of the following month's billing cycle. Notice of cancellation must be provided in writing, and the service will terminate at the end of the current billing period.
18.6 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.
18.7 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.
18.8 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.
18.9 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 lost.
18.10 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.
18.11 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 the computing resources that you 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.
18.12 You remain solely responsible for your Content, and any liability generated from it. It is not CUDO to monitor your content.
18.13 Upon termination of your Subscription, CUDO reserves the right to maintain copies of your accounts data records as may be required by law or abuse records, but does not guarantee it shall do so.
18.14 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.
19. Indemnification
19.1 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;
(ii) any claim made against CUDO arising out of the Seller's breach of any Purchase;
(iv) any breach of the other party of these Terms;
(v) any use by the Buyer of Cudo’s Software or services other than in accordance with these Seller Terms;
(vi) breach of this Agreement or violation of applicable law by you, Your End Users or Your Content;
(vii) Content posted, in whichever forum, on or about the Services.
20. Disclaimer
20.1 For Marketplace Services, the Services are provided 'AS IS' and 'AS AVAILABLE,' with no express or implied warranties, including those of merchantability, fitness for a particular purpose, non-infringement, or course of performance. For Private Cloud Services, CUDO commits to meeting the service levels and specifications agreed upon in the applicable contract or Service Level Agreement (SLA). While CUDO strives to maintain high service availability and performance, these services are provided with a limited warranty as specified in the SLA, excluding instances of force majeure or other conditions beyond reasonable control.
20.2 No Warranties by CUDO: CUDO, including its subsidiaries, affiliates, and licensors, does not guarantee that:
(i) The Services will be uninterrupted, secure, or available at all times or locations.
(ii) Errors or defects in the Services will be corrected.
(iii) The Services will be free from viruses or other harmful elements.
(iv) The Services will meet your specific requirements or expectations.
20.3 Limitation of Representations: CUDO makes no representations or warranties, express or implied, regarding:
(i) Uninterrupted or error-free operation or availability of the Services, including content, materials, or products.
(ii) Accuracy or reliability of information provided through the Services.
(iii) The Services being free from harmful components like viruses, trojans, or malware.
(iv) The Services meeting your specific needs or expectations.
20.4 Jurisdictional Variations: Some jurisdictions do not permit the exclusion of certain warranties or limitations on statutory consumer rights, so parts of this disclaimer may not apply to you.
21. Limitations of Liability
21.1 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 unauthorised 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.
21.2 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.
22. Notices
22.1 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.
22.2 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.
22.3 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.
23. Complaints, disputes and Mediation
23.1 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.
23.2 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.
23.3 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.
23.4 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 Governing Law: These Terms are governed by and construed in accordance with the laws of England and Wales.
26.2 Jurisdiction: The courts of England and Wales have exclusive jurisdiction to settle any disputes or claims (including non-contractual disputes or claims) arising from or connected to this agreement.
26.3 Amendments to the Agreement: We reserve the right to modify this agreement at any time, effective immediately. Updates will be posted on our Websites, and we will notify you via email.
26.4 Rights and Provisions Enforcement: Our failure to enforce any right or provision in these Terms does not waive those rights. If any provision is deemed invalid or unenforceable by a court, the remaining provisions remain effective. These Terms represent our entire agreement regarding the Services, superseding any prior agreements.
26.5 Force Majeure: Neither party is in breach or liable for delays or failures in performance resulting from events beyond reasonable control. In such cases, an extension for performance obligations may be granted. If the delay or non-performance continues for one month, the unaffected party may terminate the agreement with 7 days’ written notice.
26.7 Remedies for Representations and Warranties: No remedies are available for any statement, representation, assurance, or warranty not explicitly included in this agreement. Claims for misrepresentation are excluded if based on any statement in this agreement.
25. Data Protection
25.1 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.
25.2 By entering into these Terms, you also agree to us processing your personal data in accordance with both this agreement and our Privacy Policy.
26. Miscellaneous
26.1 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 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 reorganisation; 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.
26.2 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.
26.3 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, labour 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.
26.4 Governing Law: This Agreement is governed by the laws of England & Wales, without regard to conflict of law rules. The United Nations Convention for the International Sale of Goods does not apply.
26.5 Trade Compliance: Each party will comply with all applicable import, re-import, sanctions, export, and re-export control laws and regulations. You are responsible for ensuring your use of the Service Offerings complies with these laws, particularly regarding content transfer and processing.
26.6 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.
26.7 Language: Communications and notices under this Agreement must be in English. If a translated version conflicts with the English version, the English version controls.
26.8 Confidentiality and Publicity: You agree to use CUDO Confidential Information only as permitted under this Agreement. Do not disclose it during the Agreement's term and for five years following its end. You must take reasonable steps to protect this information, including measures comparable to those you use to protect your own confidential information. Avoid issuing public statements about this Agreement without Cudo’s consent.