Terms of Service
These Terms of Service (the "Terms") form a binding agreement between you and IPX Tech Holding LLC ("IPX", "we", "us", or "our"), a United States company, and govern your access to and use of the IPX platform, website at ipxtechholding.com, application programming interfaces, gateway, and related services (together, the "Service"). Please read these Terms carefully. They include important provisions that affect your legal rights, including a limitation of our liability in Section 14 and, for many users, an agreement to resolve disputes through binding individual arbitration and a waiver of class actions in Section 19. By creating an account, purchasing credits, or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not access or use the Service.
1. Acceptance of These Terms and Eligibility
By accessing or using the Service you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you use the Service on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and "you" refers both to you individually and to that organization.
You must be at least 18 years old and able to form a legally binding contract to use the Service. The Service is not directed to children. We do not knowingly provide the Service to, or collect personal information from, anyone under 16 years of age. If you are not eligible, you may not use the Service.
2. Definitions
In addition to terms defined elsewhere in this document, the following definitions apply:
- "Account" means the account you register to access the Service.
- "Credits" means the prepaid balance you purchase and that is drawn down as you use rented capacity.
- "Customer Content" means any code, data, models, files, configurations, or other materials you upload to, store on, transmit through, or generate on a Machine or otherwise through the Service.
- "Gateway" means the IPX reverse-tunnel service that brokers your SSH connection to a Machine without exposing the underlying provider's network address.
- "Machine" means an instance of GPU compute capacity that IPX provisions for you on a Provider's infrastructure.
- "Provider" means a third-party cloud or data-center operator from whom IPX sources compute capacity on demand.
- "SSH Key" means a public key you add to your Account so that you can authenticate to Machines you rent.
3. Description of the Service
IPX is a GPU marketplace and aggregator. The Service lets you rent GPU compute capacity that we source on demand from third-party Providers, and gives you SSH access to the rented Machine through the IPX Gateway. The Gateway operates as a reverse tunnel so that the Provider's network address is not exposed to you.
IPX does not own the underlying hardware and is not the operator of the data center in which any Machine runs. We act as an intermediary that provisions, brokers, meters, and bills for capacity made available by Providers.
The capacity you rent is frequently interruptible. A Provider may reclaim, preempt, deprioritize, or terminate a Machine at any time, with or without notice, for reasons outside our control. We do not offer any uptime, availability, performance, or service-level guarantee (no SLA), and the Service is not designed for workloads that cannot tolerate interruption or loss. You are responsible for designing your workloads to be fault tolerant and for backing up anything you need to keep, as further described in Section 11.
4. Account Registration and Security
To use most features you must register an Account. You agree to provide accurate, current, and complete information and to keep it up to date. You may register with an email and password or by signing in with Google or GitHub.
You are responsible for safeguarding your credentials, API tokens, and SSH Keys, and for all activity that occurs under your Account, whether or not authorized by you. You agree not to share your credentials, and to notify us promptly at contact@ipxtechholding.com if you suspect any unauthorized access or use. We are not liable for any loss arising from unauthorized use of your Account that results from your failure to keep your credentials secure. We may refuse, suspend, or cancel registration in our reasonable discretion, including where required by law or these Terms.
5. Credits, Metering, Spend Caps, and Taxes
5.1 Prepaid Credits
The Service operates on a prepaid Credits model. You purchase Credits through our third-party payment processor, Stripe. Your purchase is also subject to Stripe's terms. IPX never stores full payment card numbers on its own systems; card data is handled by Stripe.
5.2 Metering
Active rentals draw down your Credits balance and are metered per second at the rate quoted at the time you rent a Machine. Rates may vary by Machine type, Provider, region, and market conditions, and may change for future rentals. The rate shown at rental time applies to that rental for its duration unless otherwise stated.
5.3 Spend Caps and Reclamation
You may set a hard spend cap per Machine. When a Machine reaches its spend cap, or when your overall Credits balance is exhausted, we reclaim the Machine. Reclamation may occur without further notice and may result in loss of any data stored only on that Machine, as described in Section 11. You are responsible for setting caps appropriate to your needs and for monitoring your balance.
5.4 Taxes
Prices for Credits are exclusive of taxes unless stated otherwise. You are responsible for all sales, use, value-added, goods-and-services, withholding, and similar taxes and duties imposed on your purchase or use of the Service, excluding taxes based on our net income. Where we are required to collect such taxes, they will be added to your charges.
5.5 Refunds
Except where required by applicable law, Credits are non-refundable, are not redeemable for cash, have no monetary value outside the Service, and may expire as permitted by law or as disclosed at purchase. Nothing in this Section limits any non-waivable statutory right you may have, including the consumer rights described in Section 17.
6. Acceptable Use
You agree to use the Service only for lawful purposes and in compliance with these Terms, applicable law, and the terms of the relevant Provider. You must not, and must not permit any third party to, use the Service to:
- violate any applicable law, regulation, or third-party right, or facilitate any illegal activity;
- infringe, misappropriate, or violate the intellectual property, privacy, publicity, or other rights of any person, including by training on, processing, or distributing material you do not have the rights to use;
- send or facilitate spam, bulk unsolicited messaging, phishing, fraud, or other abusive or deceptive communications;
- probe, scan, attack, disrupt, overload, or attempt to gain unauthorized access to any system, network, account, or data, whether ours, a Provider's, or any third party's, including denial-of-service activity, password cracking, or vulnerability exploitation against systems you do not own or are not authorized to test;
- develop, host, store, transmit, or distribute malware, ransomware, botnets, exploits, or other malicious code;
- engage in cryptocurrency mining or related abusive resource consumption where doing so violates the applicable Provider's terms, or otherwise use the Service in any manner that breaches a Provider's terms or acceptable use policy;
- circumvent, disable, or interfere with the Gateway, spend caps, metering, billing, rate limits, security controls, or any technical measure of the Service, or attempt to discover or expose a Provider's underlying network address or infrastructure;
- resell, sublicense, lease, or redistribute the Service or rented capacity, or provide access to third parties, without our prior written permission;
- misrepresent your identity or affiliation, or use the Service in a way that creates legal liability for us or a Provider, or that harms or interferes with other customers or the integrity, security, or performance of the Service;
- generate or distribute content that is unlawful, that sexually exploits or endangers minors, or that promotes violence or illegal activity.
You are solely responsible for the code, data, models, and workloads you run on rented Machines and for ensuring your use complies with all applicable Provider terms. We may investigate suspected violations and may remove content, suspend Machines, or take other action as described in Section 16.
7. Customer Content and Your Responsibilities
As between you and IPX, you retain all right, title, and interest in your Customer Content. We do not claim ownership of it. You grant IPX a limited, non-exclusive, worldwide, royalty-free license to host, store, transmit, route, and process your Customer Content solely as necessary to operate, provide, secure, and support the Service for you, including to provision Machines, route your connection through the Gateway, and meter and bill your usage. This license ends when the relevant Customer Content is removed from the Service, except to the extent it must be retained for legal, security, or backup purposes.
You represent and warrant that you own or have all rights necessary to your Customer Content and that your Customer Content and its use do not violate these Terms, applicable law, or any third-party right. You are responsible for the accuracy, quality, legality, and backup of your Customer Content.
8. Third-Party Infrastructure, Availability, and Data Loss
Machines run on interruptible third-party capacity sourced from Providers. Availability, performance, continuity, and data durability are not guaranteed. A Machine may be preempted, reclaimed, throttled, migrated, or terminated by a Provider or by us at any time, including when a spend cap or balance is reached.
When a Machine is reclaimed or terminated, any data stored only on that Machine may be permanently and irretrievably lost, and local storage is not preserved. We do not back up Customer Content stored on Machines. You are solely responsible for exporting, snapshotting, or otherwise backing up anything you need to keep to durable storage you control. We are not liable for any loss of, corruption of, or inability to access Customer Content stored on a Machine.
9. Intellectual Property
The Service, including the website, Gateway, software, interfaces, documentation, and the IPX name and logos, and all related intellectual property, are owned by IPX or its licensors and are protected by law. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of any part of the Service, or remove any proprietary notices. All rights not expressly granted are reserved.
10. Feedback
If you send us suggestions, ideas, or other feedback about the Service, you grant IPX a perpetual, irrevocable, worldwide, royalty-free, fully paid license to use and exploit that feedback for any purpose without obligation or compensation to you. Feedback is provided voluntarily and is not your confidential information.
11. Privacy
Our collection and use of personal information in connection with the Service is described in our Privacy Policy. In summary, we handle your account email and username, a hashed password, basic OAuth profile information if you sign in with Google or GitHub, your marketing-email preference, account activity (including rentals, Credit transactions, and the public SSH Keys you add), and standard server logs such as IP address, device and browser information, and timestamps. We never request or store your private SSH keys. Service providers and recipients include Stripe (payments), the GPU cloud Providers we provision on, our cloud hosting provider (AWS), and Google or GitHub (only if you use OAuth). Any marketing emails are opt-in at sign-up and comply with the CAN-SPAM Act, including a clear sender and a working unsubscribe link in every message that we honor promptly. Privacy questions may be sent to contact@ipxtechholding.com.
12. Disclaimers
To the maximum extent permitted by law, the Service and all Machines, capacity, and content are provided "as is" and "as available", with all faults and without warranty of any kind. IPX and its suppliers and Providers disclaim all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.
We do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free of harmful components, that any Machine will be available or retain data, or that defects will be corrected. No advice or information, whether oral or written, obtained from IPX or through the Service, creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
13. Limitation of Liability
To the maximum extent permitted by law, in no event will IPX or its officers, directors, employees, agents, suppliers, or Providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, or data, or for the cost of substitute services, arising out of or relating to the Service or these Terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages.
To the maximum extent permitted by law, the total aggregate liability of IPX arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total amounts you paid to IPX for the Service in the twelve (12) months immediately before the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).
These limitations apply even if a remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above limitations may not apply to you, and nothing in these Terms limits liability that cannot be limited under applicable law, including as described in Section 17.
14. Indemnification
You agree to defend, indemnify, and hold harmless IPX and its officers, directors, employees, agents, suppliers, and Providers from and against any claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your Customer Content; (b) your use of the Service; (c) your violation of these Terms or applicable law; (d) your violation of any Provider's terms; or (e) your infringement or misappropriation of any third-party right. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with us. This Section does not apply to the extent a claim arises from our own gross negligence, willful misconduct, or fraud, or where indemnification is prohibited by applicable law.
15. Term, Suspension, and Termination
These Terms apply from your first use of the Service and continue until terminated. You may stop using the Service and close your Account at any time. We may suspend or terminate your access, in whole or in part, with or without notice, if: you breach these Terms; we reasonably believe your use poses a security, legal, or operational risk; a Provider requires it; or we are required to do so by law. We may also discontinue the Service or any feature.
On suspension or termination, your right to use the Service ends, active rentals may be reclaimed, and Customer Content stored only on Machines may be lost. Handling of any remaining Credits is governed by Section 5. Provisions that by their nature should survive termination will survive, including Sections 5 through 19 and 21.
16. Export Controls and Economic Sanctions
The Service may be subject to U.S. and other export control and economic sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, and the European Union. You represent and warrant that: (a) you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. or EU sanctions or embargo; (b) you are not identified on any U.S., EU, UK, or other applicable denied-party, restricted-party, or sanctions list; and (c) you will not use, export, re-export, or transfer the Service or any related technology in violation of applicable export control or sanctions laws, or for any prohibited end use. You are responsible for complying with all such laws applicable to your use of the Service.
17. Consumers in the EU/EEA, the UK, and Elsewhere
If you are a consumer residing in the European Union or European Economic Area, the United Kingdom, or another jurisdiction whose law grants you mandatory consumer-protection rights, nothing in these Terms is intended to exclude, restrict, or modify any right or remedy you have under that law that cannot lawfully be excluded or limited. Where mandatory local law conflicts with these Terms, that law prevails to the extent of the conflict, and the remainder of these Terms continues to apply.
In particular, nothing in these Terms limits or excludes our liability for fraud or fraudulent misrepresentation, death or personal injury caused by our negligence, gross negligence, willful misconduct, or any other liability that cannot be limited or excluded under applicable law. Your statutory rights as a consumer are unaffected by the disclaimers, limitations, and dispute-resolution provisions of these Terms to the extent those provisions cannot apply to you under your local law.
18. Dispute Resolution, Arbitration, and Governing Law
Please read this Section carefully. It affects your legal rights, including, for many users, your right to bring a claim in court and to have disputes decided by a jury or as part of a class.
18.1 Governing Law
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of California, USA, without regard to its conflict-of-laws rules, and, where applicable to arbitration, by the Federal Arbitration Act. This choice of law does not deprive you of any mandatory consumer protection described in Section 17.
18.2 Informal Resolution First
Before starting any formal proceeding, you agree to first contact us at contact@ipxtechholding.com and give us at least thirty (30) days to resolve the dispute informally and in good faith. Most concerns can be resolved this way.
18.3 Binding Arbitration
If a dispute is not resolved informally, you and IPX agree that it will be resolved by final and binding individual arbitration, rather than in court, except as stated below. The arbitration will be administered by a recognized arbitration provider under its applicable rules. Judgment on the award may be entered in any court of competent jurisdiction.
18.4 Class-Action Waiver
To the fullest extent permitted by law, you and IPX agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of representative or class proceeding.
18.5 Small-Claims and Injunctive Carve-Outs
Either party may bring an individual claim in small-claims court if it qualifies. Either party may also seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or to address misuse of the Service.
18.6 Opt-Out
You may opt out of the arbitration agreement and class-action waiver in Sections 18.3 and 18.4 by sending written notice to contact@ipxtechholding.com within thirty (30) days of first accepting these Terms, stating your name and intent to opt out. Opting out does not affect any other part of these Terms.
18.7 Venue
To the extent any dispute is not subject to arbitration and may be brought in court, you and IPX agree to the exclusive jurisdiction and venue of the state and federal courts located in California, and you waive any objection to that venue, except where mandatory local law provides otherwise.
19. Changes to These Terms
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above and post the revised Terms on this page. Material changes take effect when posted, and where required by law we will provide additional notice. Your continued use of the Service after the revised Terms take effect constitutes your acceptance of them. If you do not agree to the changes, you must stop using the Service.
20. Force Majeure
IPX is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, pandemics, power or network failures, internet or telecommunications outages, cyberattacks, or the failure, interruption, or reclamation of Provider infrastructure.
21. Miscellaneous
Assignment. You may not assign or transfer these Terms or your Account without our prior written consent. We may assign these Terms, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.
Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, or severed if it cannot be, and the remaining provisions will remain in full force and effect.
No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later. Any waiver must be in writing to be effective.
Entire Agreement. These Terms, together with the Privacy Policy and any terms expressly incorporated by reference, constitute the entire agreement between you and IPX regarding the Service and supersede all prior agreements and understandings on that subject.
Notices. We may provide notices to you by email, through the Service, or by posting on the website. You may send notices to us at contact@ipxtechholding.com.
Headings. Section headings are for convenience only and do not affect the interpretation of these Terms.
Relationship. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between you and IPX.
22. Contact
If you have questions about these Terms or about privacy, please contact IPX Tech Holding LLC at contact@ipxtechholding.com. Our website is ipxtechholding.com.