1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Perpetual Compute ("Operator," "we," "us," or "our") governing your access to and use of the Perpetual Compute platform and related services (collectively, the "Service").
Business-to-Business Use. The Service is offered exclusively for business, commercial, or professional use. By accessing or using the Service, you represent and warrant that: (a) you are acting on behalf of a business entity or in a professional capacity; (b) you have the authority to bind that entity or organization to these Terms; and (c) you will use the Service only for lawful business purposes.
2. Description of Service
Perpetual Compute provides stability-as-a-service for GPU workloads running on AWS Spot instances. The Service facilitates migration of workloads in response to AWS Spot interruption signals. The Service depends on third-party infrastructure (including AWS) and is subject to the availability, performance, and terms of those third parties.
3. No Warranties; As-Is Service
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. To the maximum extent permitted by applicable law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components.
We do not guarantee that migrations will always succeed within AWS's interruption notice window or that workloads will experience zero downtime. Spot instance availability and pricing are controlled by AWS and are outside our control.
4. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- Liability Cap: In no event shall our total aggregate liability to you for any claims arising out of or related to these Terms or the Service exceed the lesser of (i) the total fees actually paid by you for the Service in the twelve (12) months preceding the claim, or (ii) one hundred US dollars ($100).
- Exclusion of Consequential Damages: We shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such damages.
- Force Majeure: We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including AWS outages, network failures, government actions, acts of God, or other force majeure events.
5. Indemnification
You agree to indemnify, defend, and hold harmless the Operator and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right; (d) any content or data you submit or process through the Service; or (e) any dispute between you and any third party.
6. Acceptable Use
You agree not to use the Service to:
- Violate any applicable law, regulation, or third-party right;
- Transmit malware, engage in attacks, or compromise security;
- Resell or sublicense the Service without our prior written consent;
- Reverse engineer, decompile, or attempt to derive source code of the Service;
- Circumvent or disable any security or access controls;
- Use the Service for any illegal or unauthorized purpose.
We reserve the right to suspend or terminate your access to the Service immediately, without prior notice, for any violation of this section or for any other reason we deem necessary to protect the Service or other customers.
7. Billing and Payment
Fees are billed based on usage as described in the Service documentation and pricing. You are responsible for all fees incurred under your account. Failure to pay may result in suspension or termination. All fees are non-refundable except as explicitly set forth in our Refund Policy.
8. Intellectual Property
The Service, including all software, documentation, and related materials, is owned by the Operator and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service solely for your internal business purposes in accordance with these Terms. You retain ownership of your data and content; we claim no ownership of customer data processed through the Service.
9. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party and to use such information only for purposes of performing under these Terms. This obligation survives termination for a period of three (3) years.
10. Term and Termination
These Terms are effective upon your first use of the Service and continue until terminated. You may terminate by ceasing use and closing your account. We may terminate or suspend your access at any time, with or without cause. Upon termination, your right to use the Service ceases immediately. Sections that by their nature should survive (including Limitation of Liability, Indemnification, and Confidentiality) shall survive termination.
11. Dispute Resolution
Informal Resolution: Before initiating any formal dispute, you agree to first contact us to attempt to resolve the dispute informally. We will attempt to resolve any dispute within thirty (30) days.
Arbitration: Any dispute that cannot be resolved informally shall be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in the United States. The arbitrator's decision shall be final and binding. You waive any right to participate in a class action or class-wide arbitration.
Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction for violations of intellectual property or confidentiality.
12. General
- Entire Agreement: These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and the Operator regarding the Service.
- Modification: We may modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Last updated" date. Continued use of the Service after changes constitutes acceptance of the modified Terms.
- Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.
- Governing Law: These Terms are governed by the laws of the United States and the State of Delaware, without regard to conflict of law principles.
- Contact: For questions about these Terms, contact us at legal@perpetualcompute.com.