Terms of Service

1. Subject to this Agreement, the Company grants you a non-exclusive, non-transferable right to access and use the Services, which may include: (a) colocation of hardware at Company-operated or Company-managed facilities; (b) deployment, monitoring, and remote-hands management of GPU and compute equipment; (c) a customer portal, application programming interfaces, dashboards, and related tooling (collectively, the “Software”); and (d) ancillary infrastructure services. You are solely responsible for provisioning and managing your user accounts and for compliance with this Agreement.
2. The Services are subject to ongoing modification and improvement. Except as expressly committed in an executed order form or service level agreement, no guarantees are made with respect to availability, uptime, throughput, or utilization.
3. The Company will maintain a security program in accordance with industry standards, including ISO/IEC 27001-aligned controls, designed to (i) protect the confidentiality, integrity, and availability of customer data and equipment; (ii) defend against threats and hazards; and (iii) prevent unauthorized physical or logical access.
4. The Company may monitor the use of the Services to assess compliance with this Agreement, the operational health and security of the Services, and to make improvements. Monitoring is conducted in accordance with the Company’s published Privacy Policy.

1. By accessing the Website or the Services, you represent that you are at least eighteen (18) years old and have full legal capacity to enter into this Agreement. If you are accepting this Agreement on behalf of an entity, you represent that you have the authority to bind that entity.
2. By using the Website or the Services, you may provide the Company with information including business contact details, billing information, technical configuration data, and operational telemetry. Refer to our Privacy Policy for how we use this data.
3. You will: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify the Company of any known or suspected unauthorized access, breach of security, or misuse; (ii) be responsible for obtaining and maintaining any equipment, software, network connectivity, and ancillary services needed to interact with the Services; and (iii) comply with all reasonable site-access, change-control, and operational procedures published by the Company.
4. It is your responsibility to comply with the terms and conditions of any third-party software, firmware, or model licenses applicable to your deployment. In the event of conflict between this Agreement and a third-party platform’s terms with respect to that platform, the third-party terms govern that platform.

1. In using the Services, you may submit instructions, configurations, workloads, or other data to the Company (collectively, “Customer Data”), and the Company may make available to you operational telemetry, billing records, logs, and similar outputs (collectively, “Service Outputs”). You are responsible for all Customer Data and your use of the Service Outputs, including ensuring that submission, transmission, and use do not violate this Agreement or applicable law.
2. If you place hardware with the Company under a colocation, hosting, or equipment management arrangement, you represent that you (or the legal owner of record on whose behalf you act) hold valid title to the equipment or otherwise have the right to deploy it. The Company does not take title to customer-provided equipment. Risk of loss, ownership of equipment, and related insurance obligations are governed by the applicable executed order form or master services agreement.

1. You will not use the Services to transmit or store any financial account data, medical information, sensitive personal information (including social security numbers, driver’s license numbers, dates of birth, personal bank account numbers, passport or visa numbers, or credit card numbers), or special-category personal data under applicable privacy law, except pursuant to a separately executed data processing addendum with the Company that authorizes such processing.
2. You are strictly prohibited from using the Services to transmit, store, or otherwise communicate any content or workload that (i) is libelous, harmful to minors, obscene, or constitutes pornography; (ii) infringes the intellectual property rights of any third party or is otherwise unlawful; or (iii) constitutes or encourages conduct that could constitute a criminal offense, including export-control violations.
3. You will not directly or indirectly:
   1. reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise attempt to derive the source code or underlying ideas, algorithms, or trade secrets of the Software;
   2. probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or willfully render any part of the Services unusable;
   3. use or access the Services to develop a product or service that is competitive with the Company’s offerings or engage in competitive benchmarking;
   4. transfer, distribute, resell, lease, license, or assign the Services or otherwise offer the Services on a standalone basis except as expressly permitted by an executed reseller or partner agreement;
   5. make calls through Company APIs that exceed published rate limits or take any action that imposes an unreasonable or disproportionately heavy load on the Services or the underlying fleet, or that materially degrades availability for other customers;
   6. introduce any virus, worm, trojan, malware, cryptominer (other than workloads expressly authorized in an executed order form), or other malicious code through the Services; or
   7. otherwise use the Services in violation of applicable law (including any export control, sanctions, or anti-corruption law) or outside the scope expressly permitted hereunder or in the applicable order form.

The Company may perform Professional Services — including site deployment, hardware integration, network design, migration assistance, and operational training — as described in a separately executed order form or statement of work, which may identify additional terms, deliverables, or milestones. In such cases, you will give the Company timely access to the materials, facilities, and personnel reasonably needed to render the Professional Services, and the Company will use your materials only for purposes of providing those services.

1. In addition to any fees set forth in an applicable order form, you will pay the Company all fees charged to your account in accordance with the applicable pricing schedule or as otherwise agreed in writing (collectively, “Fees”). Fees may include recurring colocation and rack-space charges, metered power consumption, network transit, managed-service fees, and non-recurring deployment or remote-hands charges. You will provide complete and accurate billing information, including a valid and authorized payment method.
2. Where the Company replenishes a prepaid balance, you authorize the Company, its affiliates, and its third-party payment processors to charge your payment method for the Fees up to the agreed replenishment cap. Except as otherwise specified in this Agreement or in an order form, payment obligations are non-cancelable, fees are non-pro-ratable for partial billing periods, and fees paid are non-refundable.
3. The Company may suspend your access to the Services immediately upon notice if you fail to pay any amounts hereunder more than five (5) days past the applicable due date. Past-due balances accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.
4. All amounts payable under this Agreement are exclusive of any sales, use, value-added, withholding, or other taxes or duties (collectively, “Taxes”), other than Taxes based on the Company’s net income. You are solely responsible for the payment of all such Taxes.

1. The Company exclusively owns all right, title, and interest in and to the Website, the Software, the Services, the Professional Services deliverables (excluding pre-existing Customer materials incorporated therein), the Usage Data, the Company’s operational know-how, and all related data and improvements (collectively, “Company IP”). Subject to your compliance with this Agreement, the Company grants you a non-exclusive, non-sublicensable right and license to use the Company IP solely as permitted by this Agreement. The Company reserves all intellectual property and other proprietary rights not expressly granted.
2. As between you and the Company, you exclusively own all right, title, and interest in your Customer Data and any equipment you place with the Company. Your use of the Services and the Service Outputs does not grant you ownership of any Company IP or any underlying technology. You grant the Company a limited, non-exclusive license to access, host, transmit, copy, and otherwise process your Customer Data solely as necessary to provide and improve the Services and to enforce this Agreement.
3. All software, firmware, models, datasets, or other intellectual property licensed to you by third parties remains the property of the respective third-party owner and is subject to its license terms.
4. The Company may collect and generate aggregated or de-identified technical data relating to your use of the Services (“Usage Data”), including system logs, performance metrics, utilization statistics, and operational metadata, but excluding your Customer Data and any personally identifying information. The Company may use Usage Data for purposes including improving, maintaining, and securing the Services, capacity planning, developing new features, monitoring for abuse, and conducting analytics. The Company will not use Usage Data in any manner that identifies you.
5. If you provide the Company with feedback, suggestions, or recommendations regarding the Services, you grant the Company a perpetual, worldwide, irrevocable, royalty-free license to use such feedback without restriction.

The parties will have no confidentiality obligations to each other under this Agreement unless otherwise agreed in a separately executed mutual non-disclosure agreement or master services agreement.

1. The term of this Agreement commences on the date you first use the Services or the effective date of an applicable order form, whichever is earlier, and continues until terminated as set forth in this Section 9 (the “Term”).
2. This Agreement remains in full force and effect until your use of the Services stops or is terminated by the Company. The Company reserves the right to suspend your access to the Services or terminate this Agreement if (i) the Company determines that you have materially breached this Agreement; (ii) the Company needs to prevent a credible risk of harm or liability to the Company, its customers, or a third party; or (iii) the Company is required to do so by law or by order of a regulator or court of competent jurisdiction. The Company will take reasonable steps to provide written notice prior to such suspension or termination where practicable. You may not cancel or terminate this Agreement without the Company’s express written consent or as expressly permitted in an executed order form.

1. The Company warrants that (a) the Services will perform materially as described in the standard usage documentation and will not materially decrease in overall functionality during the applicable subscription term (the “Performance Warranty”), and (b) any Professional Services will be provided in a professional and workmanlike manner (the “Professional Services Warranty”).
2. The Company will use reasonable efforts to correct a verified breach of the Performance Warranty or Professional Services Warranty reported by you. These procedures are your exclusive remedies and the Company’s sole liability for breach of those warranties.

3. No guarantee of income, utilization, or profitability. The Company makes no representation, warranty, or guarantee — express or implied — regarding the income, revenue, utilization rate, or profitability that you or any equipment owner may realize from participation in the Services. Compute pricing, demand, and utilization are subject to constant fluctuation and are outside the Company’s control. Past performance is not indicative of future results.

   Except as expressly set forth herein, each party disclaims any and all warranties, express or implied, including warranties of merchantability, title, non-infringement, and fitness for a particular purpose. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. The Company shall not be liable for the results of any communications sent or any communications that failed to be sent using the Services, and you acknowledge that any insights or outputs provided by the Services do not constitute professional advice or investment counsel. The Company is not responsible or liable for any third-party platforms, does not guarantee the continued availability thereof or any integration therewith, and may cease making any such integration available in its discretion. The Company makes no warranty that (i) the Services will meet your specific requirements, (ii) the Services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be accurate or reliable, or (iv) the quality of any products, services, information, or other material obtained through the Services will meet your expectations.

The Company will defend you against any claim, demand, suit, or proceeding (a “Claim”) made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates a United States patent, copyright, or trade secret, and will indemnify you for any damages finally awarded against you (or any settlement approved by the Company) in connection with such a Claim; provided that (a) you promptly notify the Company of such Claim, (b) the Company has sole and exclusive authority to defend and settle the Claim (provided that the Company may not settle any Claim without your prior written consent, which will not be unreasonably withheld, unless the settlement unconditionally releases you of all related liability), and (c) you reasonably cooperate with the Company. The Company’s indemnification obligations under this Section are limited to one million dollars (US$1,000,000) in the aggregate. This indemnification does not apply to any Claim arising out of (i) your noncompliance with, or violation of, any third-party license terms; (ii) your use, modification, or redistribution of third-party software, firmware, or models; (iii) the operation of equipment you place with the Company in violation of applicable law; or (iv) any modification of the Services not made by the Company.

1. The term of this Agreement commences on the Effective Date and continues until your use of the Website, the Services, or Professional Services stops or until terminated by the Company in accordance with Section 9.
2. Upon expiration or termination of this Agreement, all rights and obligations immediately terminate, except that any terms or conditions that by their nature should survive such expiration or termination will survive, including those relating to payment, intellectual property, proprietary rights, confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability, and these general provisions.
3. The Company will not use your name, logo, or trademarks in any publicity (including marketing materials, press releases, customer references, and case studies) without your prior written consent. You may not use the Company’s name, logo, or trademarks without the Company’s prior written consent.
4. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment in violation of the foregoing is null and void. Subject to the foregoing, this Agreement is binding on the parties and their respective successors and permitted assigns.
5. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver applies only to the specific provision and circumstances for which it was given. Failure or delay by either party to enforce any provision of this Agreement is not a waiver of future enforcement of that or any other provision.
6. Nothing contained herein constitutes any association, partnership, agency, employment, or joint venture between the parties. Neither party has authority to obligate or bind the other in any manner. Nothing in this Agreement gives rise to any rights of any kind in any third party.
7. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, and the remainder of this Agreement will remain in full force and effect.
8. This Agreement is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws principles. Any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Knox County, Tennessee, and each party irrevocably submits to the personal jurisdiction of those courts. This Agreement is not governed by the United Nations Convention on Contracts for the International Sale of Goods.
9. This Agreement constitutes the entire agreement between you and the Company with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements (oral and written). No oral or written information or advice given by the Company, its agents, or employees creates a warranty or in any way increases the scope of the warranties in this Agreement.
10. Neither party will be deemed in breach of this Agreement for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control (a “Force Majeure Event”), including earthquake, flood, or other natural disaster; act of God; labor controversy; civil disturbance; terrorism; war (whether or not officially declared); cyber attack (including denial-of-service attacks); pandemic; loss of utility power; inability to obtain sufficient supplies, transportation, or other essential commodities or services; or any change in or the adoption of any law, regulation, judgment, or decree.