The Terms of Service (the “Terms”), together with the Privacy Policy available at www.getcomputable.com/privacy (the “Privacy Policy”) and Acceptable Use Policy govern the terms on which Computable (“We” or the “Company”), provides you (also referred to herein as “You”, “Your” or “Customer”) access to and use of the Company’s online auction services, including use of the Platform (as defined in Section 7.2), for GPU reservations and the provisioning of GPU capacity during prescribed time periods in accordance with the bid procedure set forth in Annex A (the “Services”). (Customer and the Company each a “Party” and collectively the “Parties”.) If You access or use the Services on behalf of a legal entity, all references to “You”, “Your” or “Customer” shall include that legal entity.

READ THESE TERMS CAREFULLY. BY ACCESSING THE SERVICES OR BY SUBMITTING A BID OR OTHER APPLICATION TO USE THE SERVICES, YOU REPRESENT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONSENT TO BE BOUND BY THEM. THESE TERMS CONTAIN A DISPUTE RESOLUTION AND MANDATORY ARBITRATION PROVISIONS, IN SECTION 12, INCLUDING A CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS REGARDING DISPUTES YOU MAY HAVE WITH THE COMPANY. IF YOU LIVE IN A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION, THE AGREEMENT TO ARBITRATE IN THESE TERMS WILL NOT APPLY TO YOU, INSTEAD, OTHER PROVISIONS IN SECTION 13 OF THESE TERMS WILL APPLY.

1. Terms and Changes to Terms

1.1 Terms. These Terms constitute a binding legal agreement between You and the Company. Our Privacy Policy, which we may update from time to time in our sole discretion, governs how we collect, use and share Your information.

1.2 Changes to Terms. We may change or revise these Terms at any time, in our sole discretion, by posting the revised Terms on the Company’s website (www.getcomputable.com) (the “Website”). The revised Terms shall be effective on the date posted on the Website (as indicated by the “Last updated” date) but will not be applied retroactively. Your continued use of the Services constitutes your acceptance of the revised Terms.

2. Account Eligibility and Opening

2.1. Eligibility. To be eligible to access and use the Services, You must be of legal age to sign a binding contract and not be prohibited by applicable law from using the Services. You are solely responsible for confirming that Your use of the Services complies with applicable laws in Your jurisdiction. The Services are void where prohibited by law, regulation, rule, ordinance, or otherwise. Each Customer is subject to verification by the Company, including verification of Customer’s identity, age, residence, and any other eligibility criteria deemed necessary by the Company, in its sole discretion. Your failure to provide requested proof of eligibility in the manner and form required by the Company may result in a determination of Your ineligibility by the Company, in its sole discretion.

2.2. Accounts. To gain access to the Services, You must have an account. You can create an account by submitting an account application and successfully completing the Company’s onboarding process. Accounts are provided to Customers on an individual basis. You shall not share use of Your account and/or Login Credentials, defined below, with any person. If You are opening an account on behalf of a legal entity, You may establish an account administrator who may approve the association of one or more authorized users with Your legal entity’s account. For clarity, each authorized user must complete an account application (each an “Authorized User”).

2.3. Multiple Accounts Prohibited. Each Customer is limited to one (1) account per person or legal entity. Multiple accounts by the same Customer are prohibited. Any Customer who is found to control, in whole or in part, more than one (1) account shall be subject to immediate termination of all accounts and forfeiture of any unused GPU capacity. The Company reserves the right to disqualify any Customer who tampers with the account creation process or uses any device or artifice to create multiple accounts.

2.4. Login Credentials. Customer is responsible for creating a strong password and providing information necessary to access the Services (“Login Credentials”). Login Credentials will be subject to authentication by the Company and Customer shall be responsible for ensuring that all such information is current and accurate at all times. Customer shall not disclose or otherwise share any Login Credentials or account authentication information with any third party without the Company’s prior written consent in each instance. Customer is solely responsible for ensuring the security and confidentiality of all such information including, without limitation, Login Credentials, and shall utilize proper security protocols, such as setting strong passwords and access control mechanisms, safeguarding access to all Login Credentials and passwords and verifying the trustworthiness of persons who are entrusted with access to such information. You must immediately notify the Company if You believe any unauthorized access to Your account has occurred.

3. Services

3.1. GPU Capacity. GPU capacity is made available by Company as whole 8-GPU servers (“nodes”) and by calendar week. The specifications for the GPU Capacity to be bid on is available on the listing page of this Website and will include a description of the GPU SKU, GPUs per node, nodes, available weeks, and datacenter region (the “Specifications”).

3.2. Bids. Each bid, as further described in Annex A, names a number of whole nodes, a contiguous window of calendar weeks, and a price per GPU-hour in whole cents. A bid will only be accepted if 10% of bid value is deposited with and final in the Company’s ledger by the auction close. Winning bidders of an Accepted Bid (as defined in Annex A) pay exactly the prices they submitted. Winners are selected by a deterministic algorithm that ranks each bid by the dollars it pays minus a charge for the future selling capacity it would destroy. All accounts that submit bids must pay a deposit equal to 10% of the bid’s total price, which must be final in the Company’s ledger by auction close or the bid is excluded. Winning bidder deposits are credited against the winner’s invoice, while deposits for non-winning bidders are refunded in accordance with the published schedule.

3.3. Delivery. Following payment, a Customer of an Accepted Bid must request redemption by submitting an SSH public key and completing the Company’s delivery verification process (which includes business verification and sanctions/export screening). Upon approval of the redemption request, the Customer is provided with remote access (root access via SSH) to a virtual machine occupying an entire node that satisfies the Specifications stated on the listing page for the designated window of time by calendar week. Delivery is complete when access has been provisioned and the virtual machine is operational and usable. Capacity not redeemed by the end of its reserved window expires with no residual value, refund, or credit.

3.4. Customer Responsibilities. Customer is responsible for all interconnections to the GPU capacity purchased under the Accepted Bid, including data security, user access and access control. Customer is responsible for providing the SSH keypair and client for an Accepted Bid and controlling use of such keypair. We do not retain a copy of the private key. Customer may install and run its own software inside the GPU Capacity. Customer also is responsible for managing storage and backup of any data or information of Customer processed on the purchased GPU capacity during the purchased window of time. At the end of the purchased window of time, the virtual machine is torn down or otherwise completely removed and no data survives or is retrievable after such removal of the virtual machine. For the avoidance of doubt, Customer does not receive physical hardware or physical access to the underlying node.

3.5. Market Data. The Company retains all right, title and interest in any data or information that is calculated or generated by Your activity and use of the Services (“Market Data”). Market Data includes, without limitation, bids, offers, prices, trading volumes, statistical analysis, price trends, market patterns, and any type of insights derived or inferred from any activity using the Services, both current and historical. Customer shall not copy or redistribute Market Data without the prior written consent of the Company.

3.6. Export Compliance. The Services are provided only as permitted by export and re-export control laws and regulations including without limitation (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations maintained by the U.S. Department of State (collectively “Trade Controls”).

3.7. Availability; No Unlawful Offer. In no event shall any information on the Website or otherwise made available by the Company be deemed an offer to provide the Services, or a solicitation to use the Services, in any jurisdiction in which such offer or solicitation cannot legally be made, or to any person to whom it is unlawful to make such offer or solicitation.

4. Payment

4.1. Fees. Customer shall pay to the Company the amount due and owing for each Accepted Bid in accordance with the following: (a) a deposit equal to 10% of the bid’s total price must be final in the Company’s ledger by auction close for the bid to be valid; and (b) the balance of the accepted bid price must be received by the Company by the funding deadline stated in the published schedule. Payment is effective when received, not when initiated. Partial payment of the balance constitutes a default of the entire bid. Upon default: (i) the deposit is forfeited in full; and (ii) the Company may resell the capacity. Deposits for non-winning bidders are refunded in accordance with the published schedule. A platform fee equal to 2% of the total price of each Accepted Bid applies to all trades. The Company reserves the right to suspend Customer’s access to the Services for failure to pay fees in accordance with these Terms. No credit, refund or carryover is available for unused time within a purchased window of time.

4.2. Payment Methods. All payments are Customer-initiated against payment instructions issued by the Company. Payment may be made via bank transfer (including Stripe-processed transfers) or wire transfer per issued instructions. If Customer elects ACH debit as a payment method, Customer authorizes the Company to debit Customer’s designated bank account on the dates specified in the published payment schedule. The Company does not store any non-ACH payment methods for automatic charging, and there are no subscriptions, metered usage, top-ups, or overages. A stablecoin settlement option is under separate review and may be made available upon confirmation.

4.3. Taxes. You are solely responsible for all federal, state, provincial, territorial, local, and foreign taxes, and for any other fees or costs associated with Your use of the Services, regardless of whether the Services are used in whole or in part. You must pay all taxes associated with Your use of the Services. If the Company is required to pay any taxes relating to Your use of the Services, Customer shall promptly reimburse the Company any amounts paid by the Company. You consent to receive any tax-related information required by applicable law electronically. Your consent to receive tax information electronically will be effective until You withdraw Your consent by emailing support@getcomputable.com. Customer shall hold the Company harmless with respect to payment of all applicable taxes associated with Customer’s use of the Services. The Company does not provide tax or legal advice, and each Customer should consult with their own independent tax and legal professionals to discuss individual tax obligations.

5. License

5.1. License. Subject to Customer’s compliance with these Terms, the Company hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services only for Customer’s use in accordance with these Terms and applicable law. Except as expressly set out in the Terms, no other right, title or license to the Services is granted to Customer or implied hereby.

5.2. Company Software. The Company retains all right, title and interest in and to any downloadable software, agents, SDKs, APIs, or other code the Company may provide Customer in connection with the Services (“Company Software”), including all intellectual property rights embodied therein or related thereto. Except for the limited licenses expressly set out in these Terms, no right, title or license under any Company Software is granted to Customer or implied hereby.

5.3. Open-Source Software. The Services may be provided with, or facilitated by, certain open-source software. The use of such open-source software is subject to the applicable open-source license terms. Customer agrees to comply with and be bound by the foregoing terms and conditions governing the use of open-source software programs and acknowledges that the terms “Service” and “Services” as used in these Terms do not include such open-source software.

5.4. Feedback. Customer may provide suggestions, comments or other feedback (“Feedback”) to the Company with respect to the Services. All Feedback is entirely voluntary and shall not create any confidentiality obligation for the Company. Company may freely use, disclose, reproduce, license, distribute or exploit Feedback without restriction.

6. Customer Data

6.1. Customer Data. Customer retains all right, title and interest in and to the data Customer “feeds” into the Services such data that Customer creates within the computing environment that the Company makes available for Customer’s use in the form of the applicable Services (such information, “Customer Data”), including all intellectual property rights embodied therein or related thereto.

6.2. Backups and Storage. The Company and its service providers shall have no obligation to maintain Customer Data, backup Customer Data or otherwise store Customer Data on behalf of Customer. Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of Customer Data, which may include the use of encryption technology to protect Customer Data from unauthorized access, and routine archiving. To the fullest extent permitted by applicable law, the Company Parties (as defined in Section 11 below) have no liability for any data loss, unavailability or other consequences related to the foregoing. Customer shall be responsible and liable for the activities of any person that gains access to Customer Data or the Services as a result of Customer’s failure to comply with the obligations of this Section 6.2.

6.3. Processing. For the purposes of these Terms, “Process” means to access, create, collect, acquire, receive, record, consult, use, process, alter, store, maintain, retrieve, disclose, or dispose of and includes “processing” within the meaning of the General Data Protection Regulation. To the extent that information defined as “personal data” or “personal information” under applicable privacy laws (“Personal Data”) is included in the Customer Data, Customer acknowledges and agrees that the Company is a “service provider,” “processor”, or any similar term provided under applicable privacy laws and Customer is the “controller,” “business,” or any similar term provided under privacy laws in effect as of the effective date of these Terms. If there is a change in the applicable privacy laws or the enactment of new privacy laws that would materially alter the obligations of the Company as a processor or service provider under these Terms, the Company reserves the right to terminate or modify these Terms. Customer grants the Company the right to Process Customer Data, including Personal Data, to provide the Services and for other purposes as specified in the Terms. To the extent required by applicable privacy laws, the Company shall only Process Personal Data included in the Customer Data: (i) for the limited and specific purpose of providing the Services; (ii) as otherwise expressly permitted by the Terms; or (iii) as required by law or regulation, legal process or any governmental or regulatory authority.

7. Restrictions; Monitoring and Suspension

7.1. Acceptable Use. The Services shall not be used for unlawful, fraudulent, offensive or obscene activity.

7.2. Restrictions. Customer shall not, and shall not permit, authorize or assist any third party to: (i) modify, adapt, translate, reverse engineer, decompile, disassemble, copy, frame, mirror, create derivative works of or attempt to derive the source code of any part of the Platform; (ii) use or integrate the Platform with any software, hardware or system other than the Company Software; (iii) sell, resell, license, sublicense, assign, publish, transfer, distribute, rent or lease any part of the Platform or provide any third party with access to the Platform; (iv) remove, alter or obscure any proprietary rights notices contained in or affixed to the Platform; (v) attempt to disrupt, degrade, impair or violate the integrity or security of the Platform, including by executing any form of network monitoring; (vi) use the Platform to store or transmit any malicious code or in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vii) interfere with or disrupt the integrity or performance of the Platform; or (viii) take any action that imposes an unreasonable or disproportionately large load on the Company’s infrastructure. “Platform” means the Website, auction interface, dashboards, and APIs, and does not include GPU Capacity provisioned to Customer.

7.3. Abusive Market Activity. You are prohibited from engaging in any abusive trading activity including, without limitation, market manipulation, spoofing, publishing fake or false information or otherwise engaging or attempting to engage in non-bona fide transactions through the Services.

7.4. Resale. The Customer may not resell, lease, license or otherwise transfer an Accepted Bid (including the use of any provisioned GPU capacity) to any third party. Customer may request to sell an Accepted Bid back to the Company; provided that the Company is under no obligation to repurchase any Accepted Bid, any such repurchase shall be at a price determined by the Company in its sole discretion, and no buyback price is guaranteed.

7.5. Monitoring. The Company and its service providers may monitor the use of the Services, the Platform and Customer Data to: (i) respond to any applicable law or any legal process or request from a governmental or regulatory authority; (ii) verify compliance with the Terms, including investigation of potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; or (iv) protect the rights, property or safety of the Company, its service providers, and its and their other users or contractors and the public.

7.6. Suspension. The Company and/or its service providers may immediately limit, suspend, or terminate access to the Services if: (i) the Company or its service providers reasonably believes that Customer is in breach of these Terms; (ii) Customer engages in excessive utilization of the Services which affects, or could reasonably (in the Company’s or its service providers’ sole opinion) affect, system availability or performance; (iii) the Company or its service providers in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued to Customer; (iv) the Company is required by applicable law or regulation, legal process or any governmental or regulatory authority to suspend the Services; or (v) the Company reasonably believes such action is necessary to prevent or limit any suspension, termination or breach of any third party contract or service that the Company uses to provide the Services. The Company shall not be liable to Customer or any other third party for any such modification, suspension, termination or discontinuation of Customer’s rights to access and use the Services, and Customer shall remain liable for the payment of all fees.

8. Termination

8.1. Termination. You may terminate Your use of the Services at any time for any reason; provided that You shall not be entitled to a refund or credit for any unused GPU capacity during the time period. The Company may suspend or terminate your use of the Services at any time without notice if required by applicable law, requested by a governmental authority, or if the Company determines, in its sole discretion, that You are violating these Terms.

8.2. Effect of Termination. Upon termination, the Company will disable Customer’s access to the Services. Termination shall not affect Customer’s obligation to pay all fees that have become due before such termination.

9. Representations and Warranties

9.1. General. You represent and warrant that You are of legal age to enter into a binding contract, and if Customer is a legal entity, (a) such entity is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) You are authorized to bind the legal entity to these Terms, and (c) such entity has the full right, power and authority to enter into these Terms and to perform its obligations hereunder.

9.2. Applicable Law. You represent and warrant that You will comply with applicable law in Your use of the Services.

9.3. Customer Data. Customer represents and warrants that: (i) all Personal Data included in Customer Data was collected and at all times processed and maintained by or on behalf of Customer in compliance with, all privacy laws, including with respect to any obligations to provide notice to and/or obtain consent from individuals and that processing of Customer Data in connection with the Services will not violate any privacy laws; and (ii) Customer has complied with all privacy laws in disclosing Personal Data to the Company and enabling the Company to Process the Personal Data as set out in these Terms. Customer is solely responsible and liable for: (A) the processing of all Customer Data; (B) any data processed from or related to the Services; and (C) any data displayed, disclosed, generated or published from or in connection with any use of the Services.

9.4. Trade Controls. Customer represents and warrants that it is not, and nor are any of its affiliates, officers, directors, employees, service providers, agents, or beneficiaries (a) located, ordinarily resident, domiciled, organized or operating in any country that is subject to a comprehensive Trade Controls embargo (e.g., Cuba, Iran, North Korea, Syria, and the restricted regions of Ukraine) or broad country-based Trade Controls (Belarus, Russia, or Venezuela); (b) an individual or entity included on the U.S. Treasury Department’s List of Specially Designated Parties and Blocked Parties, the U.S. Commerce Department’s Denied Persons List or Entity List, or any other lists of restricted parties administered by any governmental body or agency responsible for administering or enforcing Trade Controls (“Trade Controls Authority”); or (c) owned or controlled by or acting on behalf of a party encompassed by the foregoing clauses (a) or (b). Additionally, Customer agrees not to – directly or indirectly – use the Services to facilitate any transaction with any party encompassed by the foregoing clauses (a), (b) or (c).

9.5. End-Use Restrictions (Export Controls). Customer represents and warrants that: (a) it will not use, or permit any third party to use, the GPU Capacity or any Services for (i) the design, development, production, stockpiling, or use of weapons of mass destruction (including chemical, biological, nuclear, or radiological weapons) or missiles capable of delivering such weapons; (ii) military-intelligence end uses; (iii) supercomputer or advanced-semiconductor development activities in any destination in Country Group D:5 (including, without limitation, the People’s Republic of China); or (iv) any end use involving a party on the Entity List or any other restricted-party list maintained by a Trade Controls Authority; (b) Customer shall flow down these end-use restrictions to any person or entity to whom Customer permits access to GPU Capacity; and (c) Customer shall complete end-use attestations when required by the Company, including at redemption. Breach of this Section 9.5 shall entitle the Company to immediately terminate Customer’s access to GPU Capacity and all Services without refund and take such other actions as required by applicable law.

9.6. Cryptocurrency Mining. Customer represents and warrants that it will not use the Services for cryptocurrency mining or any similar or related purpose.

10. Disclaimer

THE SERVICES (INCLUDING ANY GPU CAPACITY AND PERFORMANCE) ARE PROVIDED “AS IS” AND THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS (INCLUDING ANY GPU CAPACITY AND PERFORMANCE) OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE COMPANY MAKES NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF CUSTOMERS ON THE SERVICES AND ASSUME NO RESPONSIBILITY FOR THEIR COMPLIANCE WITH THESE TERMS OR APPLICABLE LAW. WE EXPLICITLY DISCLAIM ANY LIABILITY FOR ANY ACT OR OMISSION OF ANY CUSTOMER.

11. Indemnification and Limitation of Liability.

11.1. Indemnification. Customer shall indemnify, hold harmless and defend the Company, its service providers and its and their officers, directors, employees, agents, contractors, affiliates, successors and assigns (the “Company Parties”) from and against any and all losses and costs, as applicable, arising from or relating to any claim(s) made by a third party (“Third-Party Claim”) to the extent such Third-Party Claim arises out of or results from: (i) any allegation that any Customer Data infringes, violates or misappropriates any right of any third party; (ii) Customer’s breach of the Terms and/or use of the Services contrary to the Terms; or (iii) breach of obligations contained in Section 7. Customer shall not settle or consent to any judgment in any such indemnified Third-Party Claim without the prior written consent of the Company.

11.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (I) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (II) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (III) LOSS OF GOODWILL OR REPUTATION; (IV) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (V) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO THE COMPANY UNDER THE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE THIRD-PARTY CLAIM OR $100 USD IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO THE COMPANY, AS APPLICABLE.

12. Dispute Resolution; Class Action Waiver

12.1. General. You agree that any dispute, claim or disagreement arising out of the Terms including, without limitation, access to and/or use of the Services (a “Dispute”) will be resolved by binding arbitration.

12.2. Pre-Arbitration Dispute Resolution; Forum. You must first give Us an opportunity to cure or resolve the Dispute by sending an email to support@getcomputable.com and provide the following information: (a) your name, (b) your address, (c) a written description of the Dispute, and (d) a description of how You wish us to resolve the Dispute. If we do not resolve the Dispute within 120 days after receiving Your notification, then You may pursue the Dispute in arbitration, subject to the Terms. If You initiate arbitration against the Company, You must provide the Demand for Arbitration, or similar pleading used to commence the arbitration proceeding, to the Company’s registered agent for service of process and a copy to support@getcomputable.com. The arbitration will be conducted in English before a single arbitrator, agreed upon by the Parties.

12.3. Exceptions. The Parties agree that this Section 12 shall not preclude either Party from commencing an action in small claims court or an equivalent court with similar jurisdiction. To the extent that a dispute cannot be legally arbitrated, as determined by the arbitrator, the Parties agree to bring any action, suit, or proceeding in accordance with Section 12. An arbitrator’s determination that a dispute cannot be arbitrated shall have no effect on any other provision in the Terms including, without limitation, the jury trial and class action waiver contained in Sections 12.5 and 12.6, respectively. In the event that either Party seeks injunctive or declaratory relief such relief must be litigated in a civil court of competent jurisdiction, subject to Section 13.1, and not in arbitration. The Parties agree that the litigation of any public injunctive relief shall be stayed until the outcome of the merits of the individual claim in arbitration.

12.4. Federal Arbitration Act and Governing Law. The arbitrator will be empowered to determine the arbitrability of a dispute between the Parties, because the Services and Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) shall govern the arbitrability of all disputes. However, if the arbitrator determines it would be more appropriate to apply the substantive law of a US jurisdiction or if preempted by the FAA, the arbitrator will apply New York State law and applicable US federal law, without regard to choice of law principles, consistent with the FAA and applicable statutes of limitations or conditions precedent to commencing an action.

12.5. Waiver of Jury Trial. THE PARTIES WAIVE ALL RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.

12.6. Waiver of Class and Other Non-Individualized Relief. All actions shall be on an individual basis and the claims of one customer shall not be consolidated, combined or arbitrated with another customer. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHT TO HAVE ANY DISPUTE BE BROUGHT, ADMINISTERED, RESOLVED, ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

12.7. Time Bar. You agree, to the maximum extent permitted by applicable law, that any and all claims You have or may come to have against the Company must be submitted to arbitration in accordance with this Section 12 within one (1) year from the date the cause of action for such claim accrues, or You irrevocably waive such claim and are forever barred from asserting such claim in any forum, including arbitration.

13. Miscellaneous

13.1. Governing Law. The Terms shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions thereof. Any disputes, actions, claims or causes of action arising out of or in connection with the Terms and/or the Services, not resolved by arbitration, as provided in Section 12, shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

13.2. Intellectual Property Rights. Customer acknowledges and agrees that the Company exclusively owns all right, title and interest to the Services including, but not limited to all associated intellectual property rights, regardless of whether they are protected by copyright, trademark, or other laws of the United States or a foreign country.

13.3. Severability. If any provision of the Terms is held by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

13.4. Waiver. The Company’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. Except as expressly provided in these Terms, Party’s exercise of any remedies provided in these Terms shall be without prejudice to its other remedies under these Terms.

13.5. Assignment. The Company may assign its rights without restriction, including without limitation to any Company affiliates or subsidiaries, or any successor in interest of any business associated with the Company. In the event the Company has a change in control including, without limitation, merger, acquisition or sale (“Change in Control”), Customer’s rights shall transfer to the successor. Except with the prior written approval of the Company, Customer shall not transfer, including by merger, consolidation, dissolution, or operation of law, any right or license granted, obligation imposed, or remedy under these Terms. Any purported transfer in violation of this Section 13.5 will be void.

13.6. Notices and Communications. All notices or communications provided by the Company will be made by email, to the email address You provided to the Company, or by posting on the Website, which shall be effective upon transmission of the email or posting. If you have any questions regarding these Terms or the Services You may contact us at support@getcomputable.com.

13.7. Survival. The respective obligations of the parties under these Terms that by their nature would continue beyond termination shall survive any termination.

13.8. No Third-Party Beneficiaries. A person that is not a party to these Terms shall not have any rights under these Terms.

13.9. Links to Third-Party Resources. The Company may provide, in its sole discretion, links to third-party resources and/or websites (“Resources”). Resources are provided as a convenience, and the Company shall not be responsible for the content, products or services available on the Resources.

13.10. Third-Party Services. The Company in its sole discretion may procure and offer services from subcontractors and other third parties, including with respect to the procurement of GPUs or services utilizing GPUs, in connection with the provision of the Services.

13.11. Electronic Records and Signatures. By accessing or using the Services Customer consents to the use of electronic records and signatures. You agree (a) delivery of all account information, confirmations, disclosures, notices, records, or other information (“Electronic Records”) may be made to you electronically and (b) to use electronic signatures.

13.12. Entire Agreement. These Terms embody the entire agreement between the Parties with respect to its subject matter and supersede all prior or contemporaneous agreements and understandings, written or oral, relating to such subject matter.

Acceptable Use Policy

Customer will not, and will not permit any Authorized User or third party to (capitalized terms used but not defined herein shall have the meanings given to such terms in the Company’s Terms):

1. sell, resell, rent, lease or otherwise distribute any portion of the Services or use the Services to resell the Services (in whole or in part) or to provide services to any third party on a service bureau basis;

2. use the Services other than in accordance with the Documentation (as defined below) or in a manner that interferes with, unduly burdens or disrupts the integrity, performance or availability of the Services (for example, by conducting load tests or penetration tests). “Documentation” includes, but is not limited to, any written, electronic, or visual user manuals, technical specifications, guides, and instructions made available by the Company to the Customer that describe the functionality, operation, and use of the Services, including any updates or revisions thereto;

3. attempt to gain unauthorized access to the Services or to the Company’s, its service providers’ or its or their third-party suppliers’ related facilities, systems or networks;

4. access or use any portion of the Services that is not expressly identified in Annex A of the Company’s Terms;

5. access or use any portion of the Services for the purpose of building a similar or competitive product or service or monitor the Services for any benchmarking or competitive purpose;

6. introduce, disseminate or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam or malicious code using the Services;

7. copy, modify, translate or create derivative works of any Company data, information, or other property (of any type and in any form, as applicable, including the Platform);

8. reverse engineer, disassemble or decompile any software included in the Company Property, except as required under applicable law or regulations;

9. use the Services for cryptocurrency mining or any similar or related purpose;

10. use the Services for any unlawful purpose;

11. submit any sensitive personal data or information to the Company or through the Platform (including government issued identification numbers, financial account information, payment card information and personal health information), in each case except as is necessary to process payment for the Services in connection with an Accepted Bid;

12. alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Services;

13. publicly display any content through use of the Platform;

14. allow any person who is not an employee, independent contractor or authorized agent of the Customer to access or use the Services, except as permitted by the Terms; or

15. access or use the Services for any purpose not expressly set out in the Terms.

ANNEX A

SERVICES

The Computable Genesis Auction is a sealed-bid, single-round, pay-as-bid auction for GPU reservations. Each bid names a number of whole nodes, a contiguous window of calendar weeks, and a price per GPU-hour in whole cents. There is no uniform clearing price, therefore winning bidders pay exactly the prices submitted.

Bid Submission. Bids must specify whole nodes, whole calendar weeks, and one-cent price ticks. Each member may submit up to three bids per auction, and overlapping windows from the same Customer are rejected at submission. A deposit of 10% of bid value is required, and the deposit must be final in the Company’s ledger by the auction close or the bid is excluded. Deposits are credited against a winner’s invoice and non-winning bidder deposits are refunded per the published schedule. Deposits are forfeited in full upon default. Bids are irrevocable once submitted, with the sole exception of a pre-cutoff void granted at Company’s discretion.

Winner Determination. After the submission cutoff, the process runs algorithmically with no human input. The mechanism works as follows:

1. Validate: Bids below the reserve price or without final deposits are excluded, forming the eligible set.

2. Score: Each eligible bid receives a score equal to its total dollar value minus a “fragmentation charge.”

3. Accept: The highest-scoring bid whose full quantity is available for its entire window is accepted; ties go first to the bid with the higher total dollar value, then to the earlier-submitted bid (the “Accepted Bid”).

4. Update: Inventory is reduced by the Accepted Bid and remaining bids are re-scored.

5. Repeat: Steps 3 and 4 repeat until no remaining bid fits available inventory.

The Fragmentation Charge. This charge accounts for the future selling capacity a bid would destroy. The Company’s inventory is a calendar of free capacity, and awkwardly placed reservations can strand capacity in gaps too short to resell. The charge is calculated by measuring how much sellable contiguous capacity remains after a bid is hypothetically accepted, using designated target reservation lengths and published per-length weights. As a result, a lower-priced bid that fits neatly into the calendar can outrank a higher-priced bid that fragments it.

The auction does not guarantee strict price priority, meaning a lower-priced bid can win over a higher-priced one if it causes less fragmentation. There is no entitlement to acceptance; an eligible, above-reserve bid can still lose due to sequential inventory depletion. The algorithm is deterministic, and Customer identity does not factor into scoring. Results are published only after an internal dual-confirmation review by a stated deadline; results are never published instantly. All parameters (impact weights, target lengths, reserve price, and cutoff times) are published on the auction page of the Website before bidding opens and are fixed for the life of the auction.