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CPUcoin Services Agreement 1.3

Last updated: 27.07.2020

IMPORTANT – PLEASE READ CAREFULLY: This CPUcoin Services Agreement ("Agreement") constitutes a legal agreement between you (either an individual or an entity) and dServices Limited trading as CPUcoin, its suppliers, dApp (decentralized application partners) and dService (decentralized server applications) licensors (collectively, "CPUcoin") a Cayman Foundation Company with its principal place of business at Unit 2A, Landmark Square, Earth Close, KY1, 1206-31489 Cayman Islands, and describes the terms and conditions under which CPUcoin agrees to provide certain services to you.

CPUcoin RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO ALTER OR UPDATE THE SERVICES INCLUDING, WITHOUT LIMITATION, FEATURES, CAPABILITIES, SERVICES, FUNCTIONS, PRICING OR TERMS OF THIS AGREEMENT. By continuing to use the SERVICES after any SUCH change, you agree to be bound by THE subsequent CHANGES and acknowledge that CPUcoin shall have no liability to you as a result of any such CHANGES.

YOUR USE OF THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "accept" BUTTON AND you will NOT be able to use any of the Services.

ACKNOWLEDGMENT – You acknowledge that this Agreement is between YOU and CPUcoin.

CPUcoin SERVICES TERMS AND CONDITIONS

IMPORTANT – PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL DOCUMENT. BY PROCEDING TO USE ANY OF THE SERVICES CONTAINED HEREIN YOU AGREE THAT YOUR USE OF THE SERVICES AND RELATED PAYMENTS IS SUBJECT TO THIS AGREEMENT. ALL USES OF ANY CPUcoin PRODUCTS OR SERVICES ARE SUBJECT TO CPUcoin’S PRIVACY POLICY LOCATED AT https://CPUcoin.io/privacy.html ("PRIVACY POLICY"). EACH OF WHICH MAY BE UPDATED FROM TIME TO TIME BY CPUcoin.

1. Definitions.

1.1 CPUcoin, hereinafter referred to as “CPUcoin” or “CPUcoin” means CPUcoin’s integrated automated content hosting, connected payout services, content processing, delivery and decentralized client or mobile applications, hereinafter referred to as “dApps” and server side back-end services (or microservices), including third party hosted services solutions, hereinafter referred to as “dServices”.

1.2 "Content" means any and all image, document, audio and video works uploaded and/or provided to CPUcoin by you and/or provisioned by you into the Services.

1.3 "Effective Date" means the date of acceptance of this Agreement

1.4 "Term" shall be one (1) month from the Effective Date and upon conclusion of the Term, shall subsequently renew in one (1) month period(s) unless terminated as set forth herein.

1.5 "Territory" means worldwide.

1.6 "Credits" means the fee associated with the distribution and management of Content via the Services.

1.7 "Services" means certain services provided by CPUcoin that enable you to: (a) transform your content for mobile, web and wireless device consumption; (b) syndicate video content to your approved entities via private or public channels; (c) enable insertion of advertising into your video content; (d) create connections between your content and advertising networks and/or clearing houses; and (d) generate reports of viewing statistics and performance metrics for your video content and advertising, (e) ingest, share, publish and review and approve content, or (d) any number of third party hosted dApps or dServices which are added the the compute generation network (collectively "Services").

2. CPUcoin Rights and Obligations.

2.1 Use Subject to this Agreement. CPUcoin has developed a decentralized platform to enable hosted services called dApps and dServices which, upon creating an account and downloading and selecting one or more hosted dApps, will enable you to utilize the Services. Your use of CPUcoin is subject to this Agreement and shall solely control your use of the CPUcoin and associated Services.

2.2 Services. You shall use CPUcoin to establish an account for purposes of maintaining and accessing the Services ("Account"). You are responsible for all activity occurring under your Account including, without limitation, the confidentiality and use of its user identification and passwords.

2.3 Grant of License. CPUcoin grants you a limited, revocable, non-exclusive, non-transferable right to use the Services in accordance with this Agreement. All rights not expressly granted herein are reserved by CPUcoin. Except as expressly authorized herein, you shall not: (a) license, sublicense, sell, transfer, assign, distribute or otherwise exploit the Services in any way; (b) rent, lease or otherwise transfer any of your rights to any aspect of the Services; and (c) engage in any action that could reasonably interfere with the functionality or integrity of the Services. CPUcoin may, at its sole discretion, immediately suspend the Services if, in CPUcoin's reasonable good faith opinion, the Content is Prohibited Content (as defined below). CPUcoin's right to suspend Services with respect to Content shall not absolve you of any payment or indemnification obligations described herein.

2.4 Use with Third Party Products. The foregoing license granted to you, as it relates to your use with Third Party Services, permits you to use the CPUcoin and the Services on any operating system where the Services operate, and subject to, Third Party Usage Rules and corresponding license set forth in each Third Party’s Terms of Service. You further acknowledge that Third Party’s have no obligation whatsoever to furnish any maintenance and support services with respect to the CPUcoin or the Services and CPUcoin.

3. Your Rights and Obligations.

3.1 Grant of Rights. You grant CPUcoin a limited, non-exclusive, license throughout the Territory to perform such acts with respect to the Content as are necessary to provide the selected Services including, without limitation, the right to: (a) deliver the Content in accordance with your preferences set forth in the Account (i.e. via websites selected, channels, or social sharing, embedding of content or any other publishing method or devices for delivery or otherwise permitted by you); (b) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on the use of the Content; (c) exhibit, broadcast, publicly display, publicly perform, distribute, copy, store, and/or reproduce the Content (in any form) on or through the Services supported by CPUcoin; and (d) use Content for the purpose of testing CPUcoin's internal technologies and processes.

3.2 Prohibited Content. You shall not use the Services or CPUcoin to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (a) promotes illegal activity, or provides instructions for illegal activity; (b) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (c) you do not have the right to use for the purposes of this Agreement; (d) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (e) infringes the intellectual property or proprietary rights of any third party; (f) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (g) directly or indirectly is used for "junk mail", "spam", "chain letters", "pyramid schemes", or any other like form of solicitation; and (h) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the Services or CPUcoin (collectively, the "Prohibited Content").

3.3 Responsibility for Content. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, compliance with all applicable laws, rules and regulations, and obtaining all rights, approvals, licenses, consents and permissions necessary for CPUcoin to perform the Services hereunder. CPUcoin shall not provide you with archival or back-up copies of any Content uploaded or distributed via the Services.

3.4 Content. The CPUcoin and all technology, intellectual property and proprietary rights contained in the CPUcoin or used in providing the Services (“Technologies”) are passive conduits of online Content. You acknowledge CPUcoin is not responsible for preventing or identifying infringement of intellectual property rights and assumes no responsibility for monitoring for possible infringement or enforcing your intellectual property rights. For any infringement or suspected infringement of intellectual property rights, notify CPUcoin in accordance with CPUcoin’s DMCA Notification Policy, available at https://CPUcoin.io/company/legal.

3.5 Third Party Materials. The Technologies may include third party components that may be subject to their own, separate license agreements (“Third Party Materials”).

3.6 The CPUcoin. The CPUcoin contains software to track and capture user activity to enable the CPUcoin in optimizing and directing delivery of Content and Services, including the monitoring of payout information and proof of work and/or proof of stake analysis. Your use of the CPUcoin constitutes acceptance of this feature. For further information on how such software is used, please review CPUcoin’s Privacy Policy located at https://CPUcoin.io/privacy.html. If you enable, via your Account, syndication, sharing or publishing of your Content on third party websites, you, and not CPUcoin, are solely responsible for notifying each such third party website that CPUcoin may track information regarding the third party users.

4. Ownership. As between CPUcoin and you, CPUcoin owns all copyright, trademark, patent and other intellectual property rights and all other right, title and interest in, to or associated with the Services, or any information disclosed to you. As between you and CPUcoin, YOU own all copyright and trademark, patent and other intellectual property rights in and to the Content.

5. Termination. CPUcoin may, at its discretion, suspend or terminate this Agreement, and pause any Account created by you if you materially breach this Agreement, and such breach has not been cured within thirty (30) days of written notice. CPUcoin may, in its sole discretion, immediately terminate access to the Services if you fail to comply with the terms of this Agreement. Either party may terminate the automatic renewal of this Agreement by notifying the other party in writing at least thirty (30) days prior to the expiration of the then-current renewal term. Upon the expiration or termination of this Agreement for any reason, all licenses granted herein shall terminate and you shall immediately discontinue all use of CPUcoin and the Services. Sections 3.3, 4, 5, 6, 7, 8, 9, 10, 11, 12, and 13 shall survive any termination.

6. Fees. To distribute Content via the Services, you must either pay fees based on the number the amount of storage your Content requires once free limits have been reached, or you must enable CPUcoin to charge advertising networks or other monetization options as needed, for Third Parties for Providing Services for which CPUcoin will then in turn pay to you and/or the appropriate developer and miners who host share their computing power to enable dServices, any applicable percentage based on your subscription plan. All payments for such Fees shall be tendered via the electronic payment method designated in your Account and processed by a third party payment vendor. You are solely responsible for all applicable sales, use, import or export taxes, royalties, duties, fees, value-added taxes, surcharges, tariffs or other amounts attributable to the exploitation of the Content or Services under this Agreement.

7. SERVICES GUIDELINES.

7.1 Data Retention. You are responsible for maintaining copies of all Content, and CPUcoin is under no obligation to provide you with backup copies of Content at anytime. CPUcoin may, in its sole discretion, limit Content capacity based on your account subscription level. If you wish to manage additional Content within CPUcoin or have special needs you would like CPUcoin to consider, please contact sales@CPUcoin.io for additional information on the available offers.

7.2 Security. CPUcoin shall use measures to protect unauthorized access or distribution of Content uploaded to CPUcoin servers. Specifically, CPUcoin shall employ safeguards, as it deems necessary, to monitor its backend services and infrastructure to protect against unauthorized third party access.

8. Warranties. Each party represents and warrants that it has full authority to enter into this Agreement, grant the rights and licenses herein and perform its obligations and exercise its rights hereunder. With respect to the Content, you represent and warrant that you are solely responsible and liable for: (a) obtaining all necessary consents and licenses from artist(s), actors, directors, performers, writers, producers, or any other individuals who appear in the Content or the results and proceeds of whose services are utilized in the Content; (b) obtaining any required synchronization and master use licenses from the owners of the musical compositions and sound recordings embodied in the Content (or their designated representatives); (c) any payments to any labor unions and guilds, to the extent required under applicable collective bargaining agreements or otherwise (e.g., residuals, re-use, rerun and other similar fees); (d) obtaining public performance licenses from public performance rights collection organizations (e.g., ASCAP, BMI or SESAC); and (e) complying with all laws, rules and applicable regulations.

9. Indemnification. Each party shall indemnify and hold the other party (including its officers, employees, agents, parents, subsidiaries, affiliates, licensors business partners and suppliers) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with its breach of any representations or warranties hereunder. In addition, you shall indemnify, defend and hold CPUcoin harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or in connection with the Content. A party's obligation to indemnify the other party is expressly conditioned on the indemnified party: (a) giving written notice of the claim promptly to the indemnifying party; (b) giving the indemnifying party control of the defense and settlement of the claim utilizing, if necessary, legal counsel to be selected by the indemnifying party upon reasonable approval of the other party; (c) providing the indemnifying party with all available information and assistance (at the indemnifying party's expense); and (d) not compromising or settling such claim, without the other party's prior written consent, which may not be unreasonably withheld. In addition, you acknowledge that CPUcoin is not responsible for addressing any claims by you or any third party relating to the CPUcoin or the Services or your possession and/or use of the application under which they are provisioned or provided, including, but not limited to: (i) product liability claims; (ii) any claim that the CPUcoin or the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You further acknowledge that, in the event of any third party claim that the CPUcoin or the Services or your possession and use of the application under which they are provisioned or provided infringes that third party’s intellectual property rights, Cp will have no responsibility for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

10. Disclaimer of Warranties. CPUcoin MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY OF THE SERVICES FOR YOUR PURPOSES, THAT THE USE OF THE ACCOUNT SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE SERVICES ARE PROVIDED "AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND CPUcoin IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND CPUcoin'S REASONABLE CONTROL.

11. Limitation of Liability. YOUR EXCLUSIVE REMEDY AND CPUcoin'S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNIFICATION OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOU UP TO TEN THOUSAND U.S. DOLLARS ($10,000.00). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. YOU HEREBY RELEASE CPUcoin, FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT CPUcoin'S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT.

12. Exclusions of Certain Damages. CPUcoin SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION AND/OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF CPUcoin HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN CPUcoin SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY.

13. General. (i) Any dispute arising out of or relating to this Agreement that is not resolved by the parties shall be resolved by appealable arbitration before JAMS - San Francisco, pursuant to the arbitration rules under JAMS, and shall be resolved before an arbitrator chosen mutually by the Parties, or, if the Parties cannot agree, upon the selection process for arbitrators pursuant to JAMS’ arbitration process. The parties, their representatives, other participants and the mediator and arbitrator agree that their entire mediation proceeding (including their participation) and the content and result of such mediation and/or arbitration shall be confidential and will constitute settlement negotiations under Rule 408 of the Federal Rules of Evidence. The parties agree to perform whatever steps reasonably necessary to ensure each mediation proceeding complies with this section. Notwithstanding the forgoing, the Federal Rules of Evidence shall apply to any such arbitration. The award shall be made within three (3) months of selection of the arbitrator and may be entered in any court having jurisdiction. The arbitrator shall determine issues for arbitration but may not limit, expand, or otherwise modify the terms of the Agreement nor have authority to award punitive or other damages in excess of compensatory damages, and each party irrevocably waives any claim thereto. Each party shall bear its own expenses but those related to the compensation of the mediator and the arbitrator shall be divided equally. Notwithstanding: (a) disputes relating to intellectual property rights shall not be subject to mediation or arbitration; and (b) either party may seek injunctive relief for breaches of confidentiality or intellectual property rights or to maintain the status quo pending mediation and arbitration in accordance with this section. California law, to the extent permitted, shall govern all substantive aspects of the dispute. (ii) This Agreement may only be modified by written amendment signed by authorized representatives of each party. (iii) The parties are independent contractors, no joint venture, partnership, employment, agency or exclusive relationship exists between the parties as a result of this Agreement or your use of the Services or CPUcoin as authorized hereunder. (iv) The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision. (v) You may not transfer or assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of CPUcoin. (vi) This Agreement shall inure to the benefit of and be binding upon a party's respective successors and permitted assigns. (vii) If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement shall remain in full force and effect. (viii) This Agreement, together with its exhibits, comprises the entire agreement of the parties and supersedes all prior and contemporaneous communications whether oral or written. (ix) You acknowledge that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.

14. Title. CPUcoin owns all right, title and interest in and to the Technologies including associated intellectual property rights under copyright, trade secret, patent, trademark and/or other applicable domestic and international laws. Any and all trademarks that CPUcoin uses in connection with the Technologies are owned by CPUcoin and any goodwill associated with the use of such marks shall inure to the benefit of CPUcoin. CPUcoin does not accept unsolicited feedback. If you provide any feedback about the Technologies to CPUcoin, CPUcoin shall own all rights in and to such feedback and any derivative technologies developed on such feedback. You hereby grant CPUcoin an exclusive, worldwide, perpetual, irrevocable, royalty-free license to make, use, copy, modify and create derivative technologies any feedback provided to CPUcoin by you with respect to the Services or CPUcoin. You shall take all necessary actions to effect CPUcoin’s rights in and to such feedback.

By clicking on the "I Accept" button you agree that your use of the services AND RELATED PAYMENT(S) is subject to this Agreement.