Terms of Service

• “EAR” means the U.S. Export Administration Regulations (15 C.F.R. Parts 730-774), as amended.
• “Sanctions Laws” means the economic sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the U.S. Department of State, and the U.S. Department of Commerce, as amended.
• “Restricted Party” means any person or entity (i) listed on the U.S. Entity List, Denied Persons List, Unverified List, Military End User List, Specially Designated Nationals and Blocked Persons (SDN) List, or any other applicable U.S. restricted-party list, each as amended; or (ii) owned, individually or in the aggregate, fifty percent (50%) or more by one or more such listed parties.
• “Embargoed Jurisdiction” means any country or region subject to comprehensive U.S. sanctions, currently including Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions, as amended from time to time.
• “Restricted Jurisdiction” means the People’s Republic of China, Macau, and any destination in Country Group D:5 (Supplement No. 1 to 15 C.F.R. Part 740), as amended, and, for Hardware transactions, Russia and Belarus.
• “Controlled Hardware” means any computing hardware made available for purchase, financing, or hosting through the Services that is classified under ECCN 3A090, 4A090, or any successor or related classification.

By accessing or using the Services, you represent and warrant, on a continuing basis, that:

• (a) you are not a Restricted Party and are not acting on behalf of, or for the benefit of, a Restricted Party;
• (b) you are not located in, organized under the laws of, or ordinarily resident in an Embargoed Jurisdiction;
• (c) you will not use the Services in violation of the EAR or Sanctions Laws; and
• (d) you will not access or use the Services on behalf of any government of an Embargoed Jurisdiction.

You will not use the Services, any output of the Services, or any Controlled Hardware, directly or indirectly:

• (a) for nuclear weapons, nuclear explosive activities, or unsafeguarded nuclear activities; chemical or biological weapons; or missile or unmanned aerial vehicle end uses, as described in 15 C.F.R. Part 744;
• (b) for military end uses, or by or for military end users, including defense or security forces, of any country where such use is prohibited under the EAR, except as authorized under U.S. law for U.S. governmental entities and agencies;
• (c) for military-intelligence end uses or by military-intelligence end users as described in 15 C.F.R. 744.22 and 744.6;
• (d) in connection with supercomputer end uses, or the development or production of advanced-node integrated circuits or semiconductor manufacturing (front-end or back-end), in or for any Restricted Jurisdiction; or
• (e) to train, fine-tune, or operate artificial intelligence models for any end use described in subsections (a) through (d).

If you purchase, finance, or take title to Controlled Hardware, or if B3IQ designates your usage tier as high-compute (sustained large-scale training or equivalent), you additionally represent and warrant that:

• (a) you are not located in, organized under the laws of, or ordinarily resident in a Restricted Jurisdiction;
• (b) the ultimate end user of the Controlled Hardware or compute is you, or a party you have disclosed to B3IQ in writing; and
• (c) you will execute B3IQ’s End-Use Certification upon request, and you acknowledge that B3IQ’s obligations to deliver Hardware or provide high-compute Services are conditioned on that certification.

(a) You will not sell, transfer, export, re-export, lease, lend, or otherwise dispose of any Controlled Hardware, or provide any third party access to the Services, in violation of the EAR or Sanctions Laws, and you will not do so with knowledge or reason to know that a violation may occur.

(b) These restrictions survive termination of these Terms and survive any transfer of title to Controlled Hardware, including transfer of title under a rent-to-own or financing program.

(c) Any proposed resale or transfer of Controlled Hardware requires prior written notice to B3IQ. B3IQ has no obligation to provide hosting, connectivity, marketplace access, or any other Services to a transferee, and may condition any such Services on the transferee executing B3IQ’s End-Use Certification and passing restricted-party screening.

Notwithstanding any transfer of title, B3IQ will not release Controlled Hardware for physical delivery until: (a) the recipient has passed restricted-party screening; (b) the recipient has executed B3IQ’s End-Use Certification; and (c) B3IQ has completed its export analysis for the destination. B3IQ may decline to ship to any destination that would require an export license B3IQ does not hold, and such refusal is not a breach of these Terms or of any purchase or financing agreement. Where delivery is declined under this clause, the parties will cooperate in good faith on lawful alternatives, which may include continued hosting, delivery to an alternative lawful destination designated by the owner, or repurchase by B3IQ at fair market value.

(a) B3IQ may screen any user, beneficial owner, or transferee against restricted-party lists at any time, including at registration, before payouts, before title transfer, and before physical delivery.

(b) You will provide, within ten (10) business days of request, information reasonably required for B3IQ’s export and sanctions compliance, including identity, beneficial ownership, location, end-use, and end-user information. B3IQ may suspend the affected Services until satisfactory information is received.

(c) B3IQ may restrict access to the Services from any jurisdiction where B3IQ reasonably determines that providing the Services may violate applicable law. You will not misrepresent your identity or location, and will not use any means, including VPNs, proxies, or third-party accounts, for the purpose of circumventing geographic or eligibility restrictions imposed under this section. Use of privacy tools for lawful privacy purposes is not, by itself, a violation of this section.

(a) B3IQ may suspend or terminate the Services, in whole or in part, immediately and without prior notice, where B3IQ reasonably believes that continued provision may violate the EAR, Sanctions Laws, or any other applicable law, or that you have breached this section.

(b) Where you or any relevant party is or becomes a Restricted Party, or where required by law, B3IQ may block, freeze, or withhold funds, payouts, credits, or property (including hosted Controlled Hardware) to the extent required by Sanctions Laws, and may report such property to the relevant authorities. Handling of blocked property is governed by applicable law, not by the refund provisions of these Terms.

(c) For suspensions or terminations under this section that are not legally required blockings, B3IQ will, where lawful and at its reasonable discretion, refund unused prepaid amounts. B3IQ is not liable for any loss, including lost revenue or lost profits of machine operators, arising from a suspension, termination, powering-down, or delivery refusal made in good faith under this section.

(d) For Controlled Hardware hosted by B3IQ, including customer-owned hardware, B3IQ may suspend power, network access, or marketplace participation for such hardware as reasonably necessary to comply with this section, and such suspension is not conversion, trespass to chattels, or breach of any hosting obligation.

Export control and sanctions requirements change frequently. B3IQ may modify, restrict, suspend, or discontinue any aspect of the Services, amend this section, or impose additional certification, screening, or licensing requirements, in each case as B3IQ reasonably determines necessary to comply with changes in applicable law or in upstream supplier requirements. Such changes take effect upon notice and are not a breach of these Terms.

Once Controlled Hardware is released for physical delivery to you or your designee, you are responsible for all subsequent export and trade compliance analysis and related due diligence with respect to that hardware, including securing any export licenses applicable to your end users, end uses, and destinations. B3IQ makes no representation that any export license will be available and has no obligation to apply for or obtain any license on your behalf.

(a) In addition to any other indemnity in these Terms, you will indemnify, defend, and hold harmless B3IQ and its affiliates, contributors, officers, and agents from and against all claims, damages, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your breach of this section or your violation of the EAR or Sanctions Laws.

(b) This section survives termination of these Terms and any transfer of title to Controlled Hardware.

(c) You consent to B3IQ’s retention of screening, certification, transaction, and delivery records for at least five (5) years, or such longer period as applicable law requires.