Vast.ai Terms of Use Agreement

Version Date: December 15th, 2023

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and Vast.ai Inc. and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the https://vast.ai website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”). The Website provides the following service: Rental by users of hosting services (“User”) from independent providers (“Provider”), and software services allowing a user to act as an independent provider and get paid for doing so (“Company Services”). Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.

All engagement with the Services is through the Website. Generally, the Company does not permit direct engagement between Users and Providers. The Company may offer communication via Discord on or through the Website, but any such use of Discord is subject to its own terms and conditions. We do not monitor these communications and are not responsible for the content or tone of those communications.

NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION AGREEMENT. YOU AGREE THAT ANY CLAIMS YOU MAY HAVE AGAINST US RELATING TO THE WEBSITE OR THE COMPANY SERVICES, THIS AGREEMENT OR ANY TERMS AND CONDITIONS CONTAINED HEREIN MUST BE ARBITRATED, AND YOU EXPRESSLY WAIVE THE RIGHT TO (1) ASSERT CLAIMS AGAINST US IN COURT; (2) PARTICIPATE IN A REPRESENTATIVE OR CLASS ACTION; AND (3) HAVE A JURY HEAR YOUR CASE. YOU EXPRESSLY CONSENT TO HAVE ALL OF YOUR CLAIMS ARBITRATED ON AN INDIVIDUAL BASIS ONLY. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE WEBSITE OR ANY COMPANY SERVICES.

Company reserves the right, at its own discretion, to make changes or modifications by updating this Agreement from time to time. We will alert you regarding any changes by updating the “Last updated” date of this Agreement, and you waive any right to receive specific notice of each such change. You will be subject to, and will be deemed to have been made aware of, and to have accepted the changes to the Agreement by your continued use of the Website after the date such revised Agreement has been posted.

Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website. Persons under the age of 13 are not permitted to register for the Website or use the Company Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.

ACCOUNT; PURCHASES; PAYMENT

Account Registration. If you create an account, you must provide us with complete and accurate information. You must promptly update such information to keep it complete and accurate. You are entirely responsible for maintaining the confidentiality of your password and account. You are entirely responsible for any and all activities that occur under your account. You may not use anyone else’s account at any time. We may remove or reclaim your username if we believe it is appropriate (such as in response to a trademark claim).

Security of Your Account. You agree to notify Company immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge, to the fullest extent permitted by applicable law. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Company or a third party due to someone else using your account.

No Obligation to Retain a Record of Your Account. Company has no obligation to retain a record of your account or any data or information that you may have stored for your convenience by means of your account or the Company Services.

Payment. Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company. Company may change prices at any time. All payments shall be in U.S. dollars.

Purchases. The Website sets forth other terms and conditions regarding the purchase of credits from the Company for the Services via the Website, as well as during the sign-up and account registration process. Those terms and conditions are incorporated into this Agreement by reference. We reserve the right to change credit pricing, run promotions and cause credits to expire. We will post any such changes to our Website.

Company only offers credits not pricing offered by Providers. If you have any specific questions or issues regarding credits you have purchased, please email us at contact@vast.ai.

REFUND POLICY

All payments for credits spent on or through the Website are final and no refunds shall be issued. Refunds for any unspent credit balance may be available in our sole discretion depending on the payment method.

USER REPRESENTATIONS

Regarding Your Registration

By using the Company Services, you represent and warrant that:

  1. All registration information you submit is current, truthful, accurate, and complete;
  2. You will maintain the accuracy of such information;
  3. You will keep your password confidential and will be responsible for all use of your password and account;
  4. You are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
  5. Your use of the Company Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user's actual name.

GUIDELINES FOR REVIEWS

Company may accept, reject or remove reviews in its sole discretion. Company has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Company, and do not represent the views of Company or of any affiliate or partner of Company. Company does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to Company a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sublicensable license to Company to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.

SOCIAL MEDIA

As part of the functionality of the Website, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either: (i) providing your Third Party Account login information through the Website; or (ii) allowing Company to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third Party Account login information to Company and/or grant Company access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third party service providers. By granting Company access to any Third Party Accounts, you understand that (i) Company may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Website via your account, including without limitation any friend lists, and (ii) Company may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account. Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Company’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Website. You will have the ability to disable the connection between your account on the Website and your Third Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Company is not responsible for any Social Network Content. You acknowledge and agree that Company may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Website. At your request made via email to our email address listed below, or through your account settings (if applicable), Company will deactivate the connection between the Website and your Third Party Account and delete any information stored on Company’s servers that was obtained through such Third Party Account, except the username and profile picture that become associated with your account.

  1. SUBMISSIONS

By sharing, submitting or uploading any questions, comments, reviews, templates, suggestions, ideas, feedback or other information about the Website, Providers or the Company Services (“Submissions”), you grant Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, display, publish, perform, sell, transmit, adapt, translate, modify, reverse-engineer, disassemble and create derivative works from your Submissions in any manner existing now or created in the future. Subject to the license above, you retain ownership of Submissions.

You irrevocably waive and agree not to assert any rights, including any “moral rights,” that you have to prevent us from exploiting the rights granted in this Section.

You also grant us the right to use and display the name, photograph and any other biographical information that you submit with any Submission to provide the Company Services.

You acknowledge and agree that you are solely responsible for all the Submissions that you make available through the Website. Accordingly, you represent and warrant that: (1) you have all rights, licenses, consents, and releases necessary to grant Company the required rights to disseminate any Submissions and (2) neither your Submissions nor your posting, uploading, publication, submission or transmittal of these Submissions or Company’s use of your uploaded Submissions (or any portion thereof) on, through or by the means of the Website, will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights or rights of publicity or privacy or result in the violation of any applicable law or regulation. You assume all risks and liability associated with your Submissions, including any third party or User’s reliance on its quality, accuracy, or reliability.

More specifically, and without limitation, you shall not:

i. Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents to do the same.

ii. Defame, abuse, harass, stalk, threaten or otherwise violate any legal rights (including the rights of privacy and publicity) of others.

iii. Upload, post, email, transmit, or otherwise make available any unlawful, inappropriate, defamatory, obscene, pornographic, vulgar, offensive, fraudulent, false, misleading or deceptive content or message.

iv. Promote or engage in discrimination, bigotry, racism, hated or harassment against any individual or group.

We will not have any obligation to hold any Submissions in confidence or compensate you or anyone else for their use. We have the right to remove or edit any Submission for any reason or no reason at all. We do not endorse any Submission submitted to the Website by any user or other licensor, or any opinion, recommendation, or advice expressed therein.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which Company makes it available. Prohibited activity includes, but is not limited to:

  1. Attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website
  2. Attempting to impersonate another user or person or using the username of another user
  3. Criminal or tortious activity
  4. Deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website
  5. Interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website
  6. Making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
  7. Selling or otherwise transferring your profile
  8. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company
  9. Tricking, defrauding or misleading Company and other users, especially in any attempt to learn sensitive account information such as passwords
  10. Using any information obtained from the Website in order to harass, abuse, or harm another person
  11. Using the Company Services as part of any effort to compete with Company or to provide services as a service bureau
  12. Circumventing, disabling, or otherwise interfering with security-related features of the Website, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Website and/or the content contained therein.
  13. Uploading or transmitting (or attempting to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Website.
  14. Violate any law, rule, or regulation.
  15. Using the Website in a manner inconsistent with any and all applicable laws and regulations
  16. Violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms or;
  17. Interfere with any third party’s ability to use or enjoy, or our ability to provide, the Website or any services.
  18. If you purchase credits for use of services on or through the Website using a credit card, you may not engage in any cryptocurrency mining, including but not limited to Bitcoin mining, Ethereum mining, or any other form of digital currency mining. For the purposes of this agreement, "cryptocurrency mining" refers to the process of using computer processing power to validate and record transactions in a public ledger for a cryptocurrency network. This includes any operation that involves the use of Company or Provider resources to solve complex mathematical problems or algorithms associated with the generation or transaction of cryptocurrencies.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Company in the United States and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non- commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Company Services) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

  1. Monitor the Website for violations of this Agreement;
  2. Take appropriate legal action against anyone who, in Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
  3. In Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Company policy;
  4. In Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company’s systems;
  5. Otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

PRIVACY POLICY

We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Company Services, you are consenting to the terms of our Privacy Policy.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Website and Company Services, Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Company Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A COMPANY CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

  1. To Agreement. Company may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification becomes effective. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.
  2. To Services. Company cannot guarantee the Website and that Company Services will be always available. Company may experience hardware, software, or other problems or need to perform maintenance related to the Website, resulting in interruptions, delays, or errors. Company reserves the right at any time to change, revise, update, suspend, discontinue, or otherwise modify the Website or the offerings at any time or for any reason without notice to you. You agree that Company shall have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Website or the Company Services during any downtime or discontinuance of the Website or the Company Services.
  3. OPERATIONS AND SERVICE
  4. Provider and User shall use the hardware and software in a careful and proper manner, in accordance with all applicable manufacturer, developers and/or vendor specifications, solely in the conduct of its business, and will comply with and conform to all federal, state or local laws, ordinances and regulations relating to the possession, use, and maintenance of the Hardware.

  1. Provider shall provide preventative maintenance for the hardware during regular business hours, as applicable, and shall furnish any and all parts or updates required to keep the hardware in good mechanical, operational and/or working order for Company Services.

  1. Access. Provider agrees to give Company reasonable access to the Hardware during regular business hours to provide all Company Services provided hereunder. Provider further agrees to provide Company access to additional information, and resources as may be necessary for Company to provide the Company Services contemplated.
  2. Logs. Providers must delete any error logs or troubleshooting data within 24 hours.
  3. Downloading, Storing, or Printing. DOWNLOADING, STORING, REVIEWING, PRINTING, OR SAVING OF THE USER’S DATA IS STRICTLY PROHIBITED. IN THE EVENT THAT THE AUTHORIZED USER’S DATA MUST BE STORED TEMPORARILY, IT SHALL NOT BE STORED FOR A LONGER PERIOD THAN NECESSARY TO CARRY OUT THE SERVICES.
  4. Data Breach Liability. If Provider is subject to any claims relating to any data breaches or security incidents, Provider shall indemnify and hold harmless Company and defend against any such claims, including reimbursement of any costs incurred by Company relating to those claims. This obligation is in addition to any of Provider’s other indemnification obligations in this Agreement.
  5. NON-CIRCUMVENTION AND LIQUIDATED DAMAGES
  6. During the duration of this Agreement and for a period of one year after the termination or expiration of this Agreement, Provider will not directly or indirectly, on behalf of itself or on behalf of any person, firm, partnership, corporation, association or entity, hire or solicit or induce any User, customer, client or potential client of Company to discontinue its relationship with Company or to establish a relationship with Provider or any other party.
  7. Provider acknowledges and agrees that a failure by Provider to comply with the terms of this Section 15(A) would lead to substantial damages to Company that would be difficult and uncertain to calculate accurately. PROVIDER AGREES THAT ANY BREACH OF THIS SECTION SHALL REQUIRE PROVIDER TO PAY FIVE THOUSAND DOLLARS ($5,000.00) AS LIQUIDATED DAMAGES FOR EACH VIOLATION OF THIS SECTION 15(A). Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages.
  8. During the duration of this Agreement and for a period of one year after the termination or expiration of this Agreement, User will not directly or indirectly, on behalf of itself or on behalf of any person, firm, partnership, corporation, association or entity, hire or solicit or induce any Provider of Company to discontinue its relationship with Company or to establish a relationship with User or any other party.
  9. User acknowledges and agrees that a failure by User to comply with the terms of this Section 15(C) would lead to substantial damages to Company that would be difficult and uncertain to calculate accurately. USER AGREES THAT ANY BREACH OF THIS SECTION SHALL REQUIRE USER TO PAY FIVE THOUSAND DOLLARS ($5,000.00) AS LIQUIDATED DAMAGES FOR EACH VIOLATION OF THIS SECTION 15(C). Liquidated damages are not intended to be a penalty and are solely intended to compensate for damages.

If you have any questions or concerns regarding this Section 15, please email us at contact@vast.ai.

DISPUTES

  1. Between Users

If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Company is under no obligation to become involved. In the event that you have a dispute with one or more other sers, you hereby release Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.

  1. With Company

All matters relating to the Website and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

By using the Website you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before a single neutral arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. The parties to arbitration may use legal counsel at their own expense. All costs of arbitration (including arbitrator fees) shall be paid by Company, except only that if you bring the arbitration, you may be charged an initial filing fee that shall not exceed the filing fees that you would incur for bringing an action in court. Without limiting the generality of the foregoing, in the event that any party seeks injunctive or equitable relief with respect to any actual or threatened breach of this Agreement, or with respect to public injunctive relief, such party may seek relief in a court of competent jurisdiction. Notwithstanding anything else in this Agreement or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action (as defined below) related to a dispute covered by this arbitration provision. Notwithstanding anything else in this Agreement or the JAMS rules, it is agreed that the arbitrator is specifically denied the authority to consider or certify any Class Action under this Agreement. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith and each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of California, County of Los Angeles. For purposes of these Terms, the term “Class Action” shall mean claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective or private attorney general action. This arbitration provision is subject to the Federal Arbitration Act, and may be enforced in any court of competent jurisdiction.

WAIVER. BY AGREEING TO THIS AGREEMENT AND SUBJECT THERETO, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE, COMPANY SERVICES, OR THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

REPRESENTATIONS AND WARRANTIES

  1. Company represents and warrants that (i) it has the right and authority to enter into and perform this Agreement, including, without limitation to grant the rights and licenses provided for in this Agreement; (ii) it shall comply in all material respects with all applicable federal, state, and local statutes, regulations and ordinances in the performance of its obligations hereunder; and (iii) that it owns all right, title and interest in and to or has all necessary license rights to all hosting software provided to Provider.
  2. Provider represents and warrants that: (i) it is the sole owner of the hardware and Provider has the unrestricted right to lease the hardware to Provider as provided herein; (ii) as of the Effective Date, all licenses, permits, approvals and consents, if any, required from any governmental authority or third party for Provider to perform the Services to Company for the purposes contemplated by this Agreement; (iii) it shall comply in all material respects with all applicable federal, state, and local statutes, regulations and ordinances in the performance of its obligations hereunder; and (iv) the Services under this Agreement will be performed by the equipment and specifications disclosed on the Website.
  3. User represents and warrants that (i) it has the right and authority to enter into and perform this Agreement; (ii) it shall comply in all material respects with all applicable international, federal, state, and local statutes, regulations and ordinances in connection with its use of the Website or the Services; and (iii) it owns all right, title and interest in and to or has all necessary license rights to all software, materials and content to run on Provider’s hardware and none of the foregoing shall infringe upon, misappropriate or violate the rights of any third party.

DISCLAIMER OF WEBSITE

Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Company believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR COMPANY SERVICES, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

DISCLAIMER OF SERVICES

EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN SECTION 18(A) OF THIS AGREEMENT, COMPANY MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR OTHERWISE, REGARDING HARDWARE, THE SOFTWARE, SERVICES, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY COMPANY OR PROVIDER HEREUNDER, AND SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES WITH RESPECT TO TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY DOES NOT WARRANT:

  1. THE FITNESS, DESIGN OR CONDITION OF THE HARDWARE; OR
  2. THE QUALITY OR CAPACITY OF THE HARDWARE; OR
  3. THE WORKMANSHIP OF THE HARDWARE; OR
  4. THAT THE HARDWARE WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THEREOF; OR
  5. ANY GUARANTEE OR WARRANTY AGAINST PATENT INFRINGEMENT OR LATENT DEFECTS; OR
  6. THAT USER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED; OR
  7. THAT OPERATION OF THE SOFTWARE WILL ERROR-FREE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF THREE (3) MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

  1. You agree to defend, indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of or in connection with (i) your contributed content or Submissions, (ii) use of the Company Services, (iii) a breach of this Agreement and/or any breach of your representations and warranties set forth above, or (iv) your intentional or negligent acts or omissions. Notwithstanding the foregoing, Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
  2. Users also agree to defend, indemnify and hold Providers, their subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of or in connection with (i) User contributed content or Submissions, (ii) a breach of this Agreement and/or any breach of a User’s representations and warranties set forth above, or (iii) a User’s intentional or negligent acts or omissions.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

USER DATA

Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Company Services, as well as data relating to your use of the Company Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Company Services. You agree that Company shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Company arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING

Your use of the Company Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE COMPANY SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

      1. INFRINGEMENT
    1. Infringement Notification. Company respects the rights of others and we expect users of our Website and the Company Services to do the same. This Agreement prohibist the infringement of the copyrights of others, and it is also our policy that we may remove, suspend, terminate access of, or take other appropriate action against repeat offenders. We may also remove content that in our sole discretion appears to infringe the intellectual property rights of others.
    2. How to File an Infringement Notification. If you have evidence, know, or have a good faith belief that content residing on or accessible through our Website infringes a copyright which you own or for which you are a designated agent, please send a notice of infringement by fax, electronic mail or regular mail to Company’s designated Copyright Agent to receive notifications of claimed infringement by one of the following means:

Vast.AI Copyright Agent

Address: 6600 Sunset Blvd., Suite 256

Los Angeles, CA 90028

Email: contact@vast.ai

Phone number: 323-483-5256

With the information that sets forth the items specified below:

  1. Identify the copyrighted work claimed to have been infringed. If multiple copyrighted works are covered by a single notification, provide a representative list of such works.
  2. Identify the material that is claimed to be infringing or to be the subject of infringing activity. Include information reasonably sufficient to permit Company to locate the material. Please provide a URL and screenshots for each item. Include the specific asset(s) or page(s) that you claim to be infringing. Say “entire work” ONLY if all assets/pages in a collection/document are infringing.
  3. Include details of your claim to the material, or your relationship to the material’s copyright holder.
  4. Provide your full name, address, and telephone number should we need to clarify your claim.
  5. Provide a working email address where we can contact you to confirm your claim.
  6. If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
  7. If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”
  8. Sign the document, physically or electronically.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Company may assign any or all of its rights and obligations to others at any time. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Company as a result of this Agreement or use of the Website and Company Services. Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Company by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact Company as set forth below.

Vast.ai Inc.
Email: contact@vast.ai

Vast AI
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