gpulist

Terms and Conditions

Last Modified: February 15, 2024

THESE TERMS AND CONDITIONS (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU OR THE COMPANY YOU REPRESENT (COLLECTIVELY “YOU,” OR “YOUR”), AND ANDROMEDA CLUSTER, INC., A DELAWARE CORPORATION (“ANDROMEDA,” “US,” “WE,” OR “OUR”) GOVERNING YOUR USE OF OR INTERACTION WITH THE GPULIST.AI WEBSITE (“SITE”), OUR SERVERS USED TO RUN THE SITE, MOBILE APP(S) (APP), OR ANY ASSOCIATED CONTENT/POSTINGS (“COLLECTIVELY, THE “SERVICES”). IF YOU USE OR INTERACT WITH THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE AND OUR POSTED PRIVACY POLICY. YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION TO LAWFULLY ENTER INTO CONTRACTS. IF YOUR ACCEPTANCE OF THESE TERMS OF USE IS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS OF USE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY AS WELL AS TO YOURSELF. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR INTERACT WITH THE SITE OR SERVICES. WE MAY CHANGE, ADD OR REMOVE PORTIONS OF THESE TERMS OF SERVICE AT ANY TIME BY NOTIFYING YOU OF THE CHANGE IN WRITING (INCLUDING BY EMAIL OR BY UPDATING THE DATE ABOVE AFTER “LAST UPDATED ON”). SUCH CHANGES WILL BECOME EFFECTIVE IMMEDIATELY UPON POSTING. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF SERVICE PRIOR TO EACH USE OF THE SITE. YOUR USE OF THE SERVICES FOLLOWING ANY SUCH CHANGE CONSTITUTES YOUR UNCONDITIONAL AGREEMENT TO FOLLOW AND BE BOUND BY THESE TERMS OF USE AS CHANGED. THESE TERMS OF USE APPLY TO THE USE OF THE GPULIST.AI SITE AND DO NOT EXTEND TO ANY LINKED THIRD-PARTY SITES, APPLICATIONS OR OTHER ONLINE SERVICES. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY ANDROMEDA.

1. Services

Our Site provides a listing service intended for businesses interested in selling and buying by-the-week GPU cluster services, and our Site is not for individual consumer or household use. Our Site allows service providers who wish to advertise GPU cluster services they have available (“Sellers”), and visitors to our Site would are interested in contacting the Sellers who are offering regarding such services (“Buyers”). Our role in operating he Site is simply to facilitate a listing service for Sellers to post their offerings and Buyers to contact Sellers in order to consider and negotiate terms with the Seller for services listed by the Seller. Andromeda does not pre-screen Sellers or Buyers and engaging in any transactions is at your own risk. Andromeda as the operator of the Site is not a party to any transactions between Sellers and Buyers, and we are not involved in any way in such transactions. The transaction does not take place on the Site and Buyers and Sellers conduct any transactions (“Buyer-Seller Transactions”) related to the GPU cluster services directly between themselves. Buyers, Sellers, and visitors to the Site are included in the definition above for “You” and “Your.”

2. License

If You agree to this Agreement and (1) are of sufficient age and capacity to use the Services and to be bound by the Agreement, or (2) use the Services on behalf of a business, thereby binding that business to the Agreement, Andromeda grants You a limited, revocable, non-exclusive, non-assignable license to use the Services in compliance with the Agreement and subject to the terms and conditions herein. No implied licenses are granted by Andromeda in this Agreement. You agree not to copy, display, "frame," make derivative works, distribute, license, or sell, content from the Services, excluding postings you create. You grant us a perpetual, irrevocable, unlimited, worldwide, fully paid/sublicensable license to use, copy, display, distribute, and make derivative works from content You post for use in association with our Site and other services.

3. Responsibility for Content

You will have sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of any and all information you provided to Andromeda including without limitation listings you may post and communications you send to us or other users through the Site. Andromeda undertakes no duty to review, evaluate, filter, monitor, censor, and/or approve such information, but we reserve the right to block users who engage in illegal, unethical, or prohibited practices on our Site and report any illegal activity to appropriate authorities.

4. Prohibited Practices

Your use of the Services is subject to the following additional restrictions, and You represent, warrant, and agree that You will not contribute use the Services or interact with the Services in a manner that:

  • Infringes or violates the intellectual property rights or any other rights of anyone else (including Andromeda);
  • Violates any law or regulation, including but not limited to prohibitions on false advertising and unfair competition;
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable in our judgment;
  • Jeopardizes the security of your account or anyone else’s (such as allowing someone else to log in to the Services as You or use your credentials or proxy email);
  • Attempts, in any manner, to obtain the password, account, or other security information from any other user;
    • Collecting or harvesting personally identifiable information from our Site for other uses;
  • Violates the security of any computer network, or seeks to defeat any security measures;
  • Runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while You are not logged into the Services, or that otherwise interfere with the proper working of the Services;
  • posts, replies, copies, or collects listings or other content from the Site via robots, spiders, scripts, scrapers, crawlers, or any other automated means;
  • Copies or stores any significant portion of the content from the Site;
  • Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services;
  • Uses the Site for benchmarking or competitive purposes;
  • To impersonate another person;
  • or copies, adapts, creates derivative works of, decompiles, reverse engineers, translates, localizes, ports or modifies the Andromeda content, Services, any Site code, or any software used to provide the Services.

5. Modifications to this Agreement

We reserve the right, at Our sole discretion, to modify or replace any part of this Agreement by (i) posting a revised Agreement on Our site with a new date, or (ii) providing notice to You of the change. Modifications will take effect at the start of the calendar month following notice for self-service month-to-month plans, and at the end of the prepaid Subscription Term for all other plans.

6. WARRANTY DISCLAIMER

EXCEPT AS OTHERWISE EXPRESSLY WARRANTED IN THIS AGREEMENT, THE SERVICES AND MATERIALS ARE PROVIDED BY ANDROMEDA ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SITE AND ENTERING INTO BUYER-SELLER TRANSACTIONS IS AT YOUR OWN RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ANDROMEDA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. ANDROMEDA MAKES NO REPRESENTATIONS OR WARRANTY THAT ANY OF THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF ANY OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES ANDROMEDA MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. ANDROMEDA DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT A BUYER-SELLER TRANSACTION WILL RESULT FROM USE OR INTERACTION WITH THE SERVICES. ANDROMEDA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS OR SERVICES INCLUDED ON OR IN THE SERVICES.

7. Limitations of Liability

7.1. Exclusion of Consequential Damages

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR DAMAGES ARISING PURSUANT TO A BREACH OF ANY APPLICABLE LICENSE GRANT OR THE INFRINGEMENT OR MISUSE OF ANDROMEDA’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER ECONOMIC ADVANTAGE AND ANY NON-ECONOMIC LOSSES, EVEN IF A PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. Limitation of Damages

EXCEPT FOR DAMAGES ARISING PURSUANT TO A BREACH OF ANY APPLICABLE LICENSE GRANT, SECTION 6 (“PROHIBITED PRACTICES”) OR ANY INFRINGEMENT OR MISUSE OF ANDROMEDA’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES OR EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, AGENCY, WARRANTY, TRESPASS, OR ANY OTHER THEORY OF LIABILITY, WILL EXCEED USD 500. ANDROMEDA IS NOT LIABLE WHATSOEVER FOR ANY BUYER-SELLER TRANSACTIONS.

7.3. Allocation of Risk and Material Term

THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND ARE AN INTRINSIC PART OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

8. Termination

This Agreement is effective when accepted by you (including by your use of Services or visiting the Site) and may be terminated by either party at any time without notice. You may terminate this Agreement by discontinuing all use of the Site and Services; we may terminate this Agreement with you by blocking your access or by notice to you. All provisions of this Agreement which by their nature should survive termination shall survive any termination of this Agreement.

9. Independent Contractors

The parties to this Agreement are independent contractors and no agency, partnership, joint venture, employment or similar relationship exists between them. Neither party has the authority to bind the other or incur any obligation on its behalf.

10. Choice of Law; Mandatory Arbitration of Disputes

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Agreement shall be governed by and interpreted in accordance with the laws of the state of California without regard to its conflict of laws provisions. For any dispute with Us, You agree to first contact Us and attempt to resolve the dispute with Us informally. In the unlikely event that We have not been able to resolve a dispute with You after sixty (60) days, any controversy or claim arising out of or relating to this Agreement on an individual basis only and not on behalf of a class, or the breach hereof, shall be settled by arbitration in the city of San Francisco, California, by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS. JAMS may be contacted and its rules reviewed at www.jamsadr.com. Any award shall be final, binding and conclusive. A judgment upon the award rendered may be entered in any court having jurisdiction thereof. Nothing in this Section shall be deemed as preventing either party from seeking a preliminary injunction or other equitable relief from the courts in appropriate cases.

11. Entire Agreement

This Agreement, along with Your Order and the exhibits attached hereto or incorporated by reference, constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings. The failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.