Effective Date: December 15, 2024
Welcome to Shadeform! These Terms of Use ("Terms") govern your use of the website https://shadeform.ai, and all associated websites or webpages within the shadeform.ai domain or published by us (the "Website") as well as any online marketplace (the "Marketplace") for cloud services, compute instances, storage, and software products (the "Marketplace Offerings") operated by Shadeform, Inc. ("Shadeform," "we," "us," "our") and requests for quotes for GPU infrastructure (“GPU Infrastructure Requests for Quote RFQ”). The Website, Marketplace and the Marketplace Offerings are collectively referred to as the "Services."
These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Shadeform concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
1.1 By using the Services, you represent and warrant that you are at least 18 years old. If you are under 18 years old, you may not use the Services.
1.2 If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. All references to "you" in the Terms shall include such organization, jointly and severally with you personally.
1.3 If any applicable law, rule, regulation, or government restriction prohibits you from using or accessing the Services, then you must immediately cease all access and use. If you nevertheless access or use the Services, you will still be bound to the Terms and shall have all the obligations, responsibilities, and liabilities as if you were eligible to do so.
2.1 Website. Subject to these Terms, Shadeform grants you the limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Website and the information, materials (including, without limitation, HTML, text, graphics, audio, video, blog posts, visual interfaces, photographs, registered and unregistered trademarks, logos, computer code, artwork, documents, white papers, press releases, data sheets, product descriptions, software, and FAQs), and other content available on or from the Website (collectively, "Shadeform Content"). All rights not expressly granted above are reserved by Shadeform. This license does not include any resale or commercial use of the Services or the Shadeform Content
2.2 Marketplace. Shadeform makes Marketplace Offerings available to purchase through the Marketplace. Subject to these Terms, Shadeform grants you a limited, revocable, non- transferable, non-sublicensable, non-exclusive right to access and use the Marketplace for the purpose of purchasing Marketplace Offerings for your internal business purposes. This license does not include any resale of the Marketplace Offerings.
2.3 Marketplace Offerings. Marketplace Offerings may be sold by Shadeform or third-parties (“Offerors”). All Marketplace Offerings are subject to these Terms. Any Marketplace Offerings sold by Offerors are subject to any additional terms and conditions as provided by such Offeror. We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Website. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations.
2.4.1 Submitting a GPU Infrastructure Requests for Quote RFQ. You may submit business and technical information, including your business contact information, to Shadeform to procure quotes or information about compute resources from third-party infrastructure providers (“Infrastructure Providers”) as part of the GPU Infrastructure Requests for Quote RFQ service. By submitting a GPU Infrastructure Requests for Quote RFQ through our Website, you agree not to bypass, avoid or circumvent Shadeform by directly contracting with any Infrastructure Providers that Shadeform has sourced, introduced, or attempted to secure on your behalf. This obligation shall remain in effect for one year from the date of your last GPU Infrastructure Requests for Quote RFQ submission. In the event of circumvention, you agree that Shadeform is entitled to compensation equal to 100% of the fees Shadeform would have earned from the circumvented transaction(s), based on our standard fee structure with the applicable Infrastructure Provider, for the first three (3) years of your engagement with such Infrastructure Provider.
2.4.2 Sending Quotes to Users in Response to a GPU Infrastructure Requests for Quote RFQ as an Infrastructure Provider. If you have registered with Shadeform as an Infrastructure Provider, you may from time-to-time receive a request-for-quote for compute resources. By accepting a GPU Infrastructure Requests for Quote RFQ, you agree to be bound by these Terms unless Shadeform and you have executed a separate agreement covering the same subject matter. You agree not to bypass, avoid or circumvent Shadeform by directly contracting with any user who submits such GPU Infrastructure Requests for Quote RFQ (“User”) that Shadeform has referred to you. This obligation shall remain in effect for one year from the date of receipt and acceptance of the RFQ from Shadeform. In the event of circumvention, you agree that Shadeform is entitled to compensation equal to 100% of the fees Shadeform would have earned from the circumvented transaction(s), based on the fee structure agreed upon between you and Shadeform, for the first three (3) years of your engagement with such User. Unless you have an executed agreement with Shadeform that states otherwise, you will pay Shadeform a fee of fifteen percent (15%) based on the amount paid to you by a User.
To access certain features of our Services (including purchasing Marketplace Offerings or reviewing all GPU Infrastructure Requests for Quote RFQs in a dashboard), you must register and create an account on our Website. You agree to provide accurate and complete information and keep this information up-to-date. You agree to keep your password confidential and will be responsible for all use of your account and password. Users are responsible for all activities under their account and must use the Services in compliance with all applicable laws and regulations. Misuse of Marketplace Offerings or information received in a GPU Infrastructure Requests for Quote RFQ is strictly prohibited.
4.1 You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except your internal business or personal purposes. For the avoidance of doubt, any Marketplace Offerings purchased may not be resold.
4.2 User Obligations. As a user of the Services, you agree to:
Shadeform and its licensors retain all intellectual and proprietary rights in the Services, including all Shadeform Content, as well as the trademarks, service marks, and logos contained therein (the "Shadeform Marks"). The Shadeform Content and Shadeform Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Shadeform Content and Shadeform Marks are provided in or through the Services "AS IS.” You may not use any Shadeform Marks for any product or service that is not Shadeform's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Shadeform. All other trademarks not owned by Shadeform that appear in the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Shadeform.
6.1 Fees. For all paid Services, including Marketplace Offerings or referrals from a GPU Infrastructure Requests for Quote RFQ, all fees are due upon invoicing and are non-refundable. For Marketplace Offerings, you will be billed based on your usage of GPU resources as detailed in our then-current pricing published at https://www.shadeform.ai/#pricing
6.2 Taxes. All fees stated are exclusive of any applicable sales, use, value-added, import or export and excise taxes levied upon the delivery or use of any taxable components of any purchased Services (collectively, “Taxes”). Taxes do not include taxes on the net income of Shadeform. If a taxing authority pursues Shadeform for unpaid Taxes for which you are responsible under these Terms and which you did not pay Shadeform, Shadeform may invoice you or charge your credit card on file, as applicable, and you will pay such Taxes, including all applicable interest and penalties, to Shadeform or directly to the taxing authority with receipt of payment to Shadeform.
6.3 Future Functionality. Your purchase of Marketplace Offerings is not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Shadeform or the Offeror regarding future functionality or features. You understand and agree that any features or functions of the Marketplace Offering which are not currently available or not currently available as a GA release may not be delivered on time or at all. You are purchasing the Marketplace Offering based solely upon functionality and features that is currently available at the time of accepting these Terms. The development, release and timing of any features or functionality remains in Shadeform's or Offeror's, as applicable) sole discretion.
Shadeform respects the intellectual property rights of others, and we ask you to do the same. Shadeform may, in appropriate circumstances and at our discretion, terminate access to the Services for users who infringe the intellectual property rights of others. If you believe in good faith that your work is the subject of copyright infringement and/or trademark infringement and appears on our Website, please provide Shadeform's designated agent the following information:
Shadeform's agent for notice of claims of copyright or trademark infringement on this Site can be reached at: info@shadeform.ai.
You may upload, submit, or otherwise make available content, data, information, or materials ("User Content") to the Services. You retain all rights to your User Content but hereby grant Shadeform a worldwide, royalty-free, non-exclusive license to host, display, reproduce, modify, and distribute User Content, in whole or in part, in any form, medium, or technology now known or later developed for the purpose of operating, promoting, and improving the Services and developing new ones.
Shadeform may, but is not obligated to, monitor, evaluate, audit, alter, and/or remove Shadeform Content, User Content, and your use of the Website. Shadeform reserves the right to accept, reject, refuse, remove, alter, or modify any Shadeform Content or User Content, for any reason and at any time, without notice, but assumes no liability based on its acceptance, rejection, modification, or failure to modify, reject, or modify any Shadeform Content or User Content. We may delete User Content at any time without notice to you. We have no obligation to store any User Content and have no responsibility or liability for the deletion or failure to store, transmit, or receive User Content. You are solely responsible for creating backup copies of or replacing any User Content at your sole expense.
The Services may enable access to third-party content and services, including Marketplace Offerings provided by Offerors. Shadeform does not claim ownership over any third-party content or Marketplace Offerings and such content or Marketplace Offerings remains the property of its respective owners. Shadeform is not responsible for examining or evaluating the content or accuracy of any third-party content and services or Offeror's Marketplace Offerings, and it does not warrant and will not have any liability or responsibility for any third-party materials or websites, for any other materials, products, or services of third parties, or Offeror's Marketplace Offering.
Shadeform respects the privacy of its users and is committed to protecting it through our compliance with the practices described in our Privacy Policy. By using our Services, you acknowledge that you have read and understand our Privacy Policy. Shadeform employs robust security measures to protect the integrity and privacy of your data. We regularly review and update our security practices to guard against unauthorized access, alteration, disclosure, or destruction of your personal information and data stored on our servers.
12.1 Definition. “Confidential Information” means any non-public information disclosed by either party to the other party that a reasonable person should understand to be confidential due to the circumstances of disclosure or the nature of the information itself. Confidential Information excludes information that: (i) was or becomes generally known to the public other than as a result of a disclosure by the receiving party in violation of this Agreement; (ii) was known, without restriction as to use or disclosure, by the receiving party prior to receiving such information from the disclosing party; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party.
12.2 Use of Confidential Information. The receiving party shall keep the Confidential Information in strict confidence. Except as otherwise required by law or approved in writing by the disclosing party, the receiving party may not disclose any Confidential Information: (i) to any person or entity other than affiliates, directors, employees, and consultants to the extent required to be able to access and use the Marketplace and/or Marketplace Offerings; (ii) to a third party without the disclosing party's prior written authorization (except in connection with (a) the enforcement of a party's rights under this Agreement or (b) a potential merger, acquisition or sales of all or substantially all of a party's assets).
12.3 Compelled Disclosure. If the receiving party is requested or legally compelled (by valid and effective subpoena or order issued by either a court of competent jurisdiction), or is required by a regulatory body, to disclose Confidential Information of the disclosing party, the receiving party shall, unless prohibited by force of law: (i) provide the disclosing party with prompt notice (so long as time permits) of any such request or requirement before disclosure so that the disclosing party may seek an appropriate protective order or other appropriate remedy; and (ii) provide reasonable assistance to the disclosing party in obtaining any such protective order. If the receiving party is nonetheless legally compelled or otherwise required to disclose, the receiving party will furnish only that portion of the Confidential Information that is legally required and shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES (INCLUDING WITHOUT LIMITATION THE MARKETPLACE, MARKETPLACE OFFERINGS AND ANY GPU INFRASTRUCTURE REQUESTS FOR QUOTE RFQ) AND THE SHADEFORM CONTENT, TOGETHER WITH ALL SOFTWARE, SERVICES, AND FEATURES AVAILABLE ON OR THROUGH THE WEBSITE, ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND SHADEFORM MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER. SHADEFORM SPECIFICALLY DISCLAIMS ALL WARRANTIES, GUARANTEES, AND REPRESENTATIONS, INCLUDING ALL IMPLIED, STATUTORY, OR OTHER WARRANTIES WITH RESPECT TO THE SERVICES AND THE SHADEFORM CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, OR THAT THE SERVICES OR THE SHADEFORM CONTENT ARE COMPLETE, SUITABLE FOR YOUR PURPOSE, OR ACCURATE. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICES AND/OR THE SHADEFORM CONTENT RESTS WITH YOU. SHADEFORM MAKES NO REPRESENTATION, GUARANTEE, OR WARRANTY THAT THE AVAILABILITY OF THE SERVICES AND/OR SHADEFORM CONTENT WILL BE UNINTERRUPTED, OR THAT THE SERVICES AND/OR THE SHADEFORM CONTENT WILL BE ERROR-FREE OR SECURE, OR THAT ANY OR ALL DEFECTS WILL BE CORRECTED.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT SHALL SHADEFORM BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES DIRECTLY OR INDIRECTLY ARISING OUT OF OR CONNECTED TO YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES (INCLUDING WITHOUT LIMITATION ANY MARKETPLACE OFFERINGS), INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES, INCLUDING ANY LOSS OF BUSINESS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SHADEFORM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF SHADEFORM UNDER THESE TERMS EXCEED US$100. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.
You agree to defend, indemnify, and hold Shadeform and its officers, directors, employees, affiliates, subsidiaries, agents, licensors, and business partners (collectively, the "Shadeform Parties") harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) the Shadeform Parties or any other indemnified party suffers in relation to or arising, directly or indirectly, from:
In the event we reasonably believe you have breached, or will breach, any provision of these Terms, Shadeform may, without limiting its other rights and remedies, immediately suspend your use of the Services until such breach is cured or we reasonably believe there is no longer a threat. Shadeform reserves the right to immediately terminate your access to or use of free Services, at any time, with or without cause, and with or without notice. You may terminate the use of free Services at any time. Upon expiration or termination of these Terms, your access to the Services will immediately cease. In no event will Shadeform have any responsibility or liability to you related to suspension or termination of these Terms or any account. The termination or expiration of these Terms will not affect any provisions herein which by their nature survive or are intended to survive termination or expiration, including but not limited to the provisions that deal with the following subject matters: ownership of non-circumvention, intellectual property, confidentiality, effect of termination, limitation of liability, indemnification, disclaimers, export control, and the "General" section in these Terms.
The export control information provided on this Website may not reflect the most current legal or regulatory developments and Shadeform does not represent, warrant, or guarantee that it is complete, accurate, or up to date. It is not intended as legal advice or as an exhaustive interpretation of the export control laws and regulations. For specific guidance, you should consult with your legal counsel, export professional, or relevant governmental authorities. It is your responsibility to ensure compliance with export control requirements. No Shadeform products or services may be sold, exported, or re-exported, to an individual or entity located in an embargoed country or on any applicable government sanctions lists, including the U.S. Treasury Department's list of Specially Designated Nationals, or on the U.S. Commerce Department's Denied Persons List or Entity List. Such prohibition includes the following countries: Cuba, Iran, North Korea.
Shadeform reserves the right to revise, change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on the Website, along with a notice of the effective date. You agree to periodically review the Terms to be aware of any modifications. By accessing or using the Services after Shadeform has updated these Terms, you agree to the updated Terms. If you do not agree with any of the updated Terms, your only recourse is to stop using the Services. We may modify, alter, terminate, update, or discontinue the Services, including any portions of the Services, at any time, without prior notice.