Terms and Conditions
Welcome to the ComputeNext Inc. website and its related APIs (the “Website”).
“Seller” means any entity that lawfully sells compute resources (“Resources”) on this Website. “Partner” means any entity that lawfully sells cloud software and services (“Services”) on this Website, together “Resources” and “Services”, (“Cloud Resources”). “Buyer” means any person with a registered ComputeNext account using the Website or the APIs to purchase Cloud Resources.
The terms “we”, “us”, “our” and “ComputeNext” refer to ComputeNext Inc., a Delaware corporation. The terms “you” and “your” refer to any (i) person visiting the Website, (ii) Buyer or Seller, or (iii) Partner.
This Website is offered to you conditioned upon your acceptance without modification of all the terms, conditions, and notices set forth herein (collectively, the “Terms”). The Terms take effect when you click an “I Accept” button presented with these Terms or, if earlier, when you access, browse or use the Website. We reserve the right at any time, at our sole discretion, to change or otherwise modify the Terms, and your continued access or use of this Website signifies your acceptance of the updated or modified Terms.
DESCRIPTION OF SERVICES
The Website is designed to create a marketplace for the legitimate and lawful sale and purchase of Cloud Resources.
CONDITION OF YOUR USE OF WEBSITE
As a condition of your use of this Website, you represent that
- you possess the legal authority to create a binding legal obligation;
- you will use this Website in accordance with these Terms;
- you will only use this Website to buy or sell Cloud Resources for you or for another person for whom you are legally authorized to act;
- you will inform such other persons about these Terms; and
- all information supplied by you on this Website is true, accurate, current and complete.
We retain the right, without notice and at our sole discretion, to deny access to anyone to this Website and the Cloud Resources we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
To access the Cloud Resources in this Website, you must create a ComputeNext account associated with a valid e-mail address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). We are not responsible for unauthorized access to your account. You will contact us immediately if you suspect unauthorized access of your account or if your account information is lost or stolen. You may terminate your account and these Terms at any time by notifying us at [email protected].
CHANGES IN THIS WEBSITE
We may change or discontinue any of the services in this Website or change or remove features or functionality of the services from time to time. We will notify you of any material change to or discontinuation of the services.
You are prohibited from posting or transmitting to or from this Website, any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law, any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any resources or services), or any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party.
Additionally, you agree not to manipulate the price of any Cloud Resources or make any speculative, false, or fraudulent sale or purchase of Cloud Resources on this Website. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content on this Website.
SPECIFIC UNDERTAKINGS OF BUYER
Buyer agrees to carefully read and comply with the terms and conditions of Seller(s) and/or Partner(s) with whom Buyer elects to deal and agrees that any violation of the Sellers’ or Partner’s terms and conditions may result in, but not limited to, cancellation of any purchase or access denied to the Cloud Resources purchased. .
PAYMENTS AND CREDIT CARDS
All payment functionality for the purchase of Cloud Resources by Buyers from Sellers or Partners is exposed on the Website. In collecting such payments via the Website, ComputeNext is not acting as agent for Sellers and Partners and owes no fiduciary duties to Buyer. AS BETWEEN BUYERS AND COMPUTENEXT, BUYERS, AND NOT COMPUTENEXT, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS FOR CLOUD RESOURCES BILLED TO THEIR CREDIT CARDS BY A THIRD PARTY WHO HAD ACCESS TO BUYERS’ CREDIT CARD OR CREDIT CARD NUMBER, WHETHER OR NOT SUCH AMOUNTS WERE
AUTHORIZED BY BUYERS. Buyers agree to pay all fees and charges incurred in connection with Buyers purchase of Cloud Resources (including any applicable taxes) at the rates in effect when the fees and charges were incurred. If ComputeNext does not receive payment from Buyers’ credit card issuer or its agent, Buyer agrees to pay all amounts due upon demand by ComputeNext. Receipt of full contractual payment by ComputeNext from Buyers discharges the relevant Buyer of its payment obligation under the relevant agreement it has contracted with the relevant Seller or Partner.
ComputeNext may place an authorization hold on your payment instrument for an estimated amount of the service charge due. This is standard practice and does not constitute a charge. It will merely have the effect of lowering your credit limit by the amount of the hold.
True and Complete – You agree to provide true, accurate, current and complete information about yourself and your billing information as prompted by the subscription process (such information being the “Billing Information”).
Updating Your Billing Information – You may update any of your Billing Information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated card
Stolen Account Information Your Responsibility – You are solely and entirely responsible for maintaining the confidentiality of your password and for any and all activities that occur under your account. If you believe someone has accessed the Website using your user name and password without your authorization, it is your responsibility to set up a new password.
Usage of Credit Cards
You may use credit cards issued by approved providers. You may be required to verify that you control the credit card accounts that you register prior to using the cards for transactions or to obtain additional payment privileges. We are not responsible for fees that may be charged on your credit card account for our transactions.
We reserve the option to authorize your credit card to reserve funds for Cloud Resources purchased on the Website.Accepted Cards. We may remove or add card types that we accept at anytime without prior notice. We will only process cards that receive a valid authorization.
COMPUTENEXT PRIVACY STATEMENT
REVIEWS & COMMENTS
In relation to any content submitted to this Website by electronic mail, postings on this Website or otherwise, including any reviews, questions, comments, suggestions, ideas or the like contained in any submissions (collectively, “Reviews”), you grant ComputeNext a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub licensable right to:
- use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Reviews throughout the world in any media, now known or hereafter devised; and
- use the name that you submit in connection with such Review.
We take no responsibility and assume no liability for any Reviews posted or submitted by anyone in this Website. We have no obligation to post your Reviews and we reserve the right in our absolute discretion to determine which Reviews are published on the Website.
HYPERLINKS TO THIRD-PARTY SITES
This Website may contain links to third party sites, including Sellers and Partners of Cloud Resources. Accessing any other Internet site linked to this Website is at the your own risk and ComputeNext is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. ComputeNext provides these links merely as a convenience and the inclusion of such links does not imply an endorsement.
You represent that you are not located in any U.S. embargoed country and are not on a U.S. government prohibited user list, and will not use information from this Website for purposes prohibited by U.S. law. Specifically, you agree that you will not use Cloud Resources accessed pursuant to this Website in violation of U.S. laws or regulations, or in violation of any applicable local laws or regulations; including but not limited to, providing material to anyone in a U.S. embargoed country or on a U.S. prohibited user list posted by the Department(s) of Commerce, State, Treasury.
All the prices for Cloud Resources on this Website are submitted by Sellers and Partners (not ComputeNext). The information, software, resources, and services published on this website may include inaccuracies, errors or omissions, including pricing errors. In particular, ComputeNext
does not guarantee the accuracy of, and disclaim all liability for any errors, omissions or other inaccuracies relating to the information and description of Cloud Resources displayed on this Website (including, without limitation, the pricing, photographs, list of Cloud Resources, general resource descriptions, etc.), much of which information is derived and reproduced by ComputeNext from information provided by Seller and/or Partner. In addition, ComputeNext expressly reserves the right to correct any pricing or other errors or omissions on the Website.
Seller or Partner ratings (if any) displayed on this Website are intended as only general guidelines, and ComputeNext does not guarantee the accuracy of the ratings. ComputeNext makes no guarantee about the availability of specific Cloud Resources.
ComputeNext makes no representations about the suitability of the information, software, resources, and services contained on this Website for any purpose, and the inclusion or offering of any Cloud Resources on this Website does not constitute any endorsement or recommendation of such Cloud Resources by ComputeNext. For the avoidance of doubt, all Cloud Resources are provided solely by Sellers and/or Partners in accordance with their terms and conditions, accepted by Buyers.
ComputeNext disclaims all warranties and conditions that this Website, its servers or any email sent from ComputeNext are free of viruses or other harmful components. ComputeNext hereby disclaims all warranties and conditions with regard to this information, software, resources, and services, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, and noninfringement.
The Buyers, Sellers and Partners of Cloud Resources on this Website are not agents or employees of ComputeNext. ComputeNext is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any such Buyers, Sellers or Partners (including, without limiting the generality of the foregoing, in respect of the quality, fitness for purpose or availability of Cloud Resources contracted using this Website) or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom. ComputeNext has no liability and will make no refund in the event of any delay, cancellation, strike, force majeure or other causes beyond their direct control, and we have no responsibility for any additional expense, omissions, delays or acts of any government or authority.
In no event shall ComputeNext be liable for any direct, indirect, punitive, incidental, special, or consequential damages arising out of, or in any way connected with, your access to, display of or use of this Website or with the delay or inability to access, display or use this Website (including, but not limited to, your reliance upon opinions appearing on this Website; any computer viruses, information, software, linked sites, resources, and services obtained through this Website) whether based on a theory of negligence, contract, tort, strict liability, or otherwise, and even if ComputeNext has been advised of the possibility of such damages.
You agree to defend and indemnify ComputeNext and any of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:
- Your breach of these Terms or the policies or documents referenced herein;
- Your violation of any law or the rights of a third party; or
- Your use of this Website.
PROPRIETARY CONTENT AND SOFTWARE COPYRIGHT
The content and information on this Website (including, but not limited to, price and availability of Cloud Resources), as well as the infrastructure used to provide such content and information, is proprietary to us. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software or services obtained from or through this Website.
Any software in this Website or that is made available to download from this Website (“Software”) is the copyrighted work of ComputeNext and/or third party providers, including Sellers or Partners of Cloud Resources.
Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited.
COPYRIGHT AND TRADEMARK NOTICES
The trademarks, logos and service marks (“Marks”) displayed on this Website are the property of ComputeNext, Sellers, Partners or other third parties. Users are not permitted to use these Marks without the prior written consent of ComputeNext, Sellers, Partners or such third party which may own the Mark. ComputeNext is registered trademark of ComputeNext Inc. in the U.S. and other countries.
If you are aware of an infringement of our trademark or any other intellectual property belonging to us, Sellers, Partners or to a third party displayed on this Website, please let us know by e-mailing us [email protected] If you believe in good faith that materials hosted by us infringe your copyright, you (or your agent) may send us a notice at [email protected] Please be aware that you may be liable for damages if you make a false claim of copyright infringement.
One or more U.S. or foreign patents owned by ComputeNext apply to this Website and to the features and services accessible via the Website.
These Terms (and any other terms and conditions referenced herein) constitutes the entire agreement between Buyer and ComputeNext with respect to this Website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between Buyer and ComputeNext with respect to this Website. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Without prejudice to the transaction between Buyer and Seller or Buyer and Partner; nothing on any purchase order or preprinted form shall add to or vary these Terms.
This Website is operated by a U.S. entity and by visiting this Website, you agree that the laws of the state of Washington, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and ComputeNext. You hereby consent to the exclusive jurisdiction and venue of courts in King County, Washington, USA, in all disputes arising out of or relating to the use of this Website. Use of this Website is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this paragraph.
You agree that no joint venture, partnership, or employment relationship exists between you and ComputeNext as a result of these Terms or use of this Website.
Our performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of this Website or information provided to or gathered by us with respect to such use. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Website within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.
If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.
Please feel free to contact us with any comments, questions or suggestions you might have regarding the information described in this Website or to report any violations of these Terms.
You may contact us at: You may contact us at: [email protected]
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