Service Terms and Conditions

Universal Terms of Service Agreement (Service Terms and Conditions)

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.


1. OVERVIEW

This Agreement ("Agreement") sets forth the terms and conditions of your use of the Cirrascale Cloud Services platform services (the "Services"), and represents the entire agreement between You and Cirrascale Cloud Services ("Cirrascale") concerning the subject matter hereof and is made effective as of the date of manual or electronic acceptance.

Use of the service signifies you are accepting this Agreement and are stating that the information contained within is accurate and has been reviewed by you, the customer. Your acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, and any other agreements or policies that are expressly incorporated herein.

The terms "We", "Us" or "Our" shall refer to Cirrascale Cloud Services. The terms "You", "Your", "User" or "Customer" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to the Cirrascale Website (www.cirrascale.com). Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your contact information current with Cirrascale. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.

2. DESCRIPTION OF SERVICES

We offer varying plans of Dedicated Server Services:

Dedicated Server. If you purchase time on a Dedicated Server, an entire server is reserved exclusively for your usage. You will have exclusive rights to your server's bandwidth, memory, and storage space, and your server's computational performance will not be affected by the usage patterns of other customers.

You are solely responsible for reviewing the functionality of uploaded applications and data content in the Cirrascale hosted location.

Professional Services. If we determine that any support request falls outside the scope of your service plan, you can request custom support services ("Professional Services") on a thirty (30) minute incremental basis for a fee, or on a per service basis, which we will quote to you before providing the custom support service. If you elect to use our Professional Services, we reserve the right to charge any or all of the fees for such Services prior to the commencement of any work being performed. Professional Services fees are non-refundable. In the event you request that we install any Third Party Software (defined below) not provided as part of the Services, you represent and warrant that (1) you have the right to use and install the Third Party Software, (2) you have paid the applicable licensing fees for the Third Party Software, and (3) the Third Party Software does not and shall not infringe on the intellectual property rights of any other person or entity. You also agree to defend, indemnify and hold harmless us and our employees, officers and directors for, from and against any and all claims brought against us and our employees, officers or directors by a third party alleging the Third Party Software is not being used lawfully or that it infringes a third party's right, patent, trademark, copyright or other intellectual property right. You agree that in such an event you shall pay all resulting costs, damages, expenses and reasonable attorneys' fees that a court awards and any settlements incurred by us in connection with any such claims. You must, within three days of any Professional Services delivery, notify us if there are any issues with the Professional Services. We are not responsible for and will not provide assistance with any issue(s) that arise beyond the three days of any Professional Services.

3. SERVICE TERMINATION

Migration of Servers. You acknowledge and agree that as a normal course of business, it may be necessary for us to migrate our servers. As a result, you may be assigned or re-assigned a different IP address. We do not warrant that you will be able to consistently maintain your given IP address.

Termination of Services. You acknowledge and agree that upon expiration or termination of your Services, you must discontinue use of the Services and relinquish use of the IP addresses and server names assigned to you in connection with Services. Prior to termination of the Services, you are responsible for moving your applications or server content off our servers. We will not transfer your server content to another provider. If you fail to move your server content off our servers prior to termination, then all such content will be deleted and we will not be able to provide a copy of such content.

4. YOUR OBLIGATIONS

Justification. You acknowledge and agree that we shall have the right to seek justification in connection with your use of the Services, and you shall be obligated to provide any and all information reasonably sought by us pursuant to such justification.

Abusive Activities. You acknowledge and agree that you may not use our servers as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and we reserve the right to terminate service without warning should such activity occur. Use of your dedicated server(s) as an anonymous gateway is prohibited. We prohibit the use of software or scripts run on our servers that cause the server to load beyond a reasonable level, as determined by us. You agree that we reserve the right to remove your applications temporarily or permanently from our servers if you are in violation of this Agreement and/or there are activities that threaten the stability of our network. You acknowledge and agree that all applications and servers associated with your account may be removed if one server is in violation of this Agreement. You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: (1) disseminate or transmit any material that, to a reasonable person may be grossly offensive, vulgar or malicious; (2) attempt to mislead any person as to the identity, source or origin of any communication; (3) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization to access or at a level exceeding your authorization; (4) engage in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement or any of our policies; or (5) use your server as an "open relay" or for similar purposes.

Storage and Security. You shall be solely responsible for undertaking measures to: (1) prevent any loss or damage to your applications or server content; (2) maintain independent archival and backup copies of your applications or server content; and (3) ensure the security, confidentiality and integrity of all your applications or server content transmitted through or stored on our servers.

Our servers are not an archive and we shall have no liability to you or any other person for loss, damage or destruction of any of your content. You shall not use the Service in any way, in our sole discretion, that shall impair the functioning or operation of our services or equipment. Specifically by way of example and not as a limitation, you shall not use the Services as: (1) a repository or instrument for placing or storing archived files; and/or (2) placing or storing material that can be downloaded through other websites. You acknowledge and agree that we have the right to carry out a forensic examination in the event of a compromise to your server or account.

Server Content. You shall be solely responsible for providing, updating, uploading and maintaining your server and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through your server. You acknowledge and agree that in the course of providing you with technical assistance, it may be necessary for our support staff to modify, alter or remove the contents of your dedicated server.

5. PROVISIONS SPECIFIC TO DEDICATED SERVERS

The Dedicated Server will come configured with one of the standard configurations selected by You. We may install a limited number of additional applications ("Supported Applications") or modify the standard configuration ("Configuration Add-Ons") of your server at your request and subsequent purchase of Professional Services. A full list of Supported Applications is available from our support team upon request. We will provide the primary (administrator) username, authentication credentials, and access information to You, at which point You will take over the management and additional configuration of the Dedicated Server. We will not be responsible for content, customization, or any other activities associated with the Supported Application, including any repair of the Supported Application should it stop working. We shall limit technical support of an inoperable Supported Application to restoring said Supported Application to its original state (fresh installation, with no data or customization).

Configuration Add-Ons. We offer multiple configuration options ("Configuration Add-Ons") for an extra fee. The specific Configuration Add-Ons available depend on which dedicated server configuration you purchase. You acknowledge and agree that installing a Configuration Add-On may require additional provisioning time, may require us to install Third Party Software (defined below), third party hardware or internally developed custom software to your server, and, in some cases, may limit the versions of Third Party Software available for use with your server. Third Party Software, third party hardware and internally developed customer software will not be supported by us.

6. SERVICE UPTIME GUARANTEE

We offer a Service uptime guarantee of 99.5% ("Service Uptime Guarantee") of available time per month. If we fail to maintain this Service Uptime Guarantee in a particular month (as solely determined by us), you may contact us and request a credit of 5% of your monthly fee for that month. The credit may be used only for the purchase of further products and services from us, and is exclusive of any applicable taxes. The Service Uptime Guarantee does not apply to service interruptions caused by: (1) periodic scheduled maintenance or repairs we may undertake from time to time; (2) interruptions caused by you from custom scripting, coding or the installation of third-party applications; (3) causes beyond our control or that are not reasonably foreseeable; and (4) outages related to the reliability of certain programming environments.

7. PAYMENTS AND BILLING

Cirrascale accepts wire transfers as its preferred method of payment. Major credit cards and Paypal payments may be accepted but an additional transaction fee of up to 3% may apply. Please note that any payment terms presented to you in the process of using or signing up for paid Services are deemed part of this Agreement.

Some of our services may consist of an initial period, for which there is an up-front charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such services have an initial and recurring payment feature and you accept responsibility for payment of all recurring charges prior to cancellation for the term agreed upon.

IN SOME CASES, WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD CONTACT AP@CIRRASCALE.COM.

Customer is responsible for any duties, customs fees, taxes, and related penalties, fines, audits, interest and back-payments relating to Customer's purchase of the Services, including but not limited to national, state or local sales taxes, use taxes, value-added taxes (VAT) and goods and services taxes (GST) (collectively, "Taxes"). Cirrascale's standard pricing policies do not include and are not discounted or enhanced for any such Taxes. If Cirrascale becomes obligated to collect or pay Taxes in connection with Customer's purchase of the Services, those Taxes will be invoiced to that Customer as part of a billing process or collected at the time of purchase. In certain states, countries and territories, Cirrascale may determine if Customer's purchase of Services is subject to certain Taxes, and if so, may collect such Taxes and remit them to the appropriate taxing authority. If Customer believes that a given tax does not apply or that some amount must be withheld from payments to Cirrascale, Customer must promptly provide Cirrascale with a tax certificate, withholding receipt, tax identifier (e.g., VAT ID) or other adequate proof, provided such information is valid and sufficiently authorized by all appropriate taxing authorities. Customer must also provide Cirrascale with any tax identification information that is necessary for Cirrascale to comply with Cirrascale's tax obligations, as determined by Cirrascale from time to time. Customer will be solely responsible for any misrepresentations made or non-compliance caused by Customer regarding Taxes, whether with respect to Cirrascale or other parties, including any penalties, fines, audits, interest, back-payments or further taxes associated with such misrepresentations or non-compliance.

If a Customer is past due on their balance, Cirrascale may send up to three (3) email notifications within a fifteen (15) day period before suspending the Customer's account. Servers will be temporarily powered off during the suspension period. Cirrascale reserves the right to delete the Customer's suspended machines after the final termination notice.

8. REFUNDS

There are no refunds of any payments made.

9. THIRD PARTY SUPPLIERS

"Third-Party" means any hardware, software, or application not developed or owned by Us.

The Third-Party Software is neither sold nor distributed to you, and you may use the Third-Party Software solely as part of the Services. You may not use the Third-Party Software outside of the Services, unless it is owned by You. We may provide your personal information to third-party providers if it is required to be provided to the Third-Party Software vendors. You acknowledge and agree that your use of the Third-Party Software is subject to our agreement(s) with the third-party providers. In addition, if the Third-Party Software is accompanied by or requires consent to a service or license agreement from the third-party provider, your use of the Third-Party Software is subject to such service or license agreement. You may not download, install, or use any Third-Party Software that is accompanied by or requires consent to a service or license agreement from a third-party provider unless you first agree to the terms and conditions of such service or license agreement. You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Third-Party Software. You may not reverse engineer, decompile, or disassemble the Third-Party Software, except and only to the extent that such activity is expressly permitted by applicable law. You acknowledge and agree that the third-party providers (and their affiliates and suppliers) make no representations or warranties about any Third-Party Software offered in connection with the Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the Third-Party Software. You acknowledge and agree that any Third-Party Software will be supported by us and not by the third-party providers (or their affiliates or suppliers).

All Third-party suppliers disclaim any and all liability for consequential and other indirect damages and implied warranties, including the implied warranties of non-infringement, merchantability and fitness for a particular purpose. The collective liabilities of Cirrascale and its Third-party suppliers are subject to any limitations within this Agreement.

For IBM hardware and software specific services, if Cirrascale makes an Embedded Solution available to End Users, Customer is not authorized to use the IBM Product or the Non-IBM Product separately from the Embedded Solution.

If utilizing any Graphcore software or resources including, but not limited to, Poplar or Poplar SDK, acceptance of this agreement means that you have read, understand, and shall abide by the User Agreement for Graphcore software as shown at https://docs.graphcore.ai/projects/eula/en/latest/

If utilizing any Qualcomm AI 100 instances or software or resources including, but not limited to, the Qualcomm Cloud Software Development Kit, acceptance of this agreement means that you have read, understand, and shall abide by the Qualcomm Cloud Softare Development Kit License Agreement as shown at https://cirrascale.com/terms_qualcomm_sdk.php.

If utilizing the Cerebras Cloud @ Cirrascale Platform, you also agree as follows:

  • 1. References in this Agreement to:
    Cerebras AI Model Studio” shall mean the cloud-based generative training of specified artificial intelligence (“AI”) models on the CS2 Cluster (as defined below) and as follows:
    • •  Fixed price cost for production model training to specified number of tokens, in a specified period, subject to the following:
      • •  AI models made available by Cerebras (as defined below), as specified from time to time on the Cerebras Cloud @ Cirrascale Platform webpage: [https://cirrascale.com/cerebras.php] (each, a “Service Model”);
      • •  Pricing, as set forth from time to time on the Cerebras Cloud @ Cirrascale Platform webpage: [https://cirrascale.com/cerebras.php] includes up to 1hr of Cerebras engineering time to assist with AI model set-up. Additional engineering support from Cerebras may be available under a separate written agreement with Cerebras;
      • •  You receive a non-exclusive license to use the Service Model on the CS2 Cluster for the agreed upon training to the extent granted in the functional and performance description of the relevant Service Model and to process Your chosen data;
      • •  You bring Your own data (which You represent (i) You either own or have all necessary rights to use and (ii) does not infringe the rights of any third parties or violate any laws), or use public source data sets such as Pile;
      • •  Subject to the below exclusions, You own Your trained weights / parameters produced by Your training of the Service Model(s) (“Customer Deliverable”);
      • •  Customer Deliverable exported by You from the Cluster to the location selected by You; and
      • •  2-day free trial available to start (new customers to the Service only).
    • •  Pricing for additional hours or tokens available upon request.
    • •  Customer Deliverable excludes (i) Cerebras data, software, models, machine learning solutions and/or algorithms, code (including Cerebras ModelZoo code), any improvements, enhancements, derivatives, and modifications thereto and any Cerebras intellectual property, which shall remain the property of Cerebras, and (ii) Cirrascale intellectual property, which shall remain the property of Cirrascale.
    • •  Customer data and Customer Deliverable will be permanently erased from the CS2 Cluster by Cirrascale after Service is concluded; Customer may arrange for alternative data storage capacity by separate agreement with Cirrascale;
    CS2 Cluster” shall mean one, two, or four clustered Cerebras CS2 systems, and may, upon separate agreement between you and Cirrascale, and subject to the written consent of Cerebras, consist of eight or sixteen clustered Cerebras CS-2 systems, ancillary hardware and related software; “Dedicated Server”, “server” or “servers” shall mean a CS2 Cluster; “Service” and “Services” shall include the Cerebras AI Model Studio offering, or any other use of a CS2 Cluster deployed via the Cerebras Cloud @ Cirrascale Platform; “Third-Party”, “Third-Party supplier”, “Third-Party seller”, “third-party provider” and any similar reference to “third party”, and any reference to “licensor” or “business partner” shall include Cerebras Systems Inc. (“Cerebras”); and “Third-Party Software” shall include any products, firmware, software and/or Services made available to you by Cirrascale or by Cerebras as part of the Cerebras Cloud @ Cirrascale Platform.
  • 2. Your use of the Cerebras CS2 Cluster and any related software means that You have read, understand, agree to abide and be bound by the Cerebras End-User License Agreement (“Cerebras EULA”) available here: Cerebras EULA, which is incorporated herein by reference.
  • 3. Cerebras shall have no liability to You or any other person in respect of Your use of the Services (including the Service Models), Customer Deliverables and/or the CS2 Cluster.
  • 4. You understand and agree that Your training of a Service Model may generate the same or similar output as other users’ training of the same Service Model, and that nothing in these terms and conditions, or in any Customer Deliverable, shall prevent Cirrascale or Cerebras from making the Service Models available to any other person.
  • 5. Cerebras and Cirrascale appreciate feedback, comments, ideas, proposals and suggestions for improvements. If You provide any of these things, Cerebras and/or Cirrascale may use it without restriction or compensation to You.
  • 6. You acknowledge and agree that Cerebras shall be a third-party beneficiary of this Agreement, entitled to all of the rights and benefits of Cirrascale hereunder, to the extent the Agreement relate to Your use of the Cerebras Cloud @ Cirrascale Platform (including Service Models, the CS2 Cluster and any Customer Deliverable), and may enforce the provisions hereof as if it were a party hereto.

10. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

11. MARKETING AND PROMOTION

From time-to-time, Cirrascale lists and/or mentions its customers in its marketing and communications initiatives. Customer agrees that Cirrascale may use Customer’s name and logo free of charge for such purpose.

12. LIMITATIONS OF LIABILITY

OTHER THAN FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONSE HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OTHER THAN FOR BREACHES OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONSE HEREUNDER, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

13. INDEMNIFICATION

You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorney’s fees), arising out of or in connection with any claim arising out of (i) your use of the Services, its various applications, as well as any third-party services, solutions, or applications, in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, and/or applicable law, (ii) your Application, Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of your Application and/or Your Content, (iii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iv) you or your employees’ or personnel’s negligence or willful misconduct.

14. PRIVACY

We do not, and will not, sell any of your personal information data to any third party. We value our customers trust and loyalty. However, we may share your data with some companies as an essential part of being able to effectively provide all of our services to you. These companies include our Customer Service platform provider – to provide a customer ticketing system, our marketing platform provider – to send you email updates and product news, for example, and our Services partners for any third-party hardware or software you may be using. You may visit our Privacy Agreement to review our full Privacy Terms for use within our website and service, or contact us at privacy@cirrascale.com with any questions you may have.

15. EXPORT COMPLIANCE

You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit any users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

16. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

17. WARRANTIES ON HARDWARE SOLD

Cirrascale Cloud Services warrantees all of the Company's new (non-refurbished, non-used) branded products for one year to be free of workmanship and materials defects and warrantees all of the Company's refurbished products for 90 days from date of sale on invoice unless otherwise stated on invoice. Within the warranty period, Cirrascale will remedy any defect in workmanship or materials. Additional warranty information can be found at: https://cirrascale.com/terms_warrantyservices.php

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