Supplier Hosting Agreement
Last updated: March 26, 2024.
This agreement (‘Supplier Hosting Agreement’) sets out the legal terms on which TensorDock.com, Inc of 16192 Coastal Highway, Lewes, Delaware, United States 19958 (‘TensorDock’) contracts with the individual or entity providing compute power for the TensorDock Marketplace (‘Supplier’).
Definitions
End Users are individuals or entities who have registered accounts with TensorDock's Marketplace product for the purpose of renting computing infrastructure.
Cloud Services refers to the computing infrastructure rental provided by Supplier for TensorDock's End Users.
TensorDock Confidential Information refers to any and all information whether in oral, written or electronic form sent from TensorDock to Supplier that is not publicly stated on TensorDock’s website, documentation, or press releases or that is not public knowledge. This includes technical or business expertise, finance details, intellectual property rights, media assets, strategy plans, product details, and End Users, including such details about other arrangements or operations of any person, firm, or organization associated with TensorDock.
Customer Confidential Information refers to any and all information whether in oral, written or electronic form sent from TensorDock to Supplier about Customer that is not publicly stated on TensorDock’s website, Customer’s website, publicly available documentation, or that is not public knowledge. This includes technical or business expertise, finance details, intellectual property rights, media assets, strategy plans, product details, and customers, including such details about other arrangements or operations of any person, firm or organization associated with Customer
Customer Data refers to all data, software, information (including Customer Confidential Information) which, by Customer's actions, are hosted or processed on the Cloud Services
Platform, Marketplace Platform, TensorDock Platform, and TensorDock Marketplace all refer to the software-as-a-service platform facilitating Customers’ access to Suppliers’ Cloud Services
TensorDock’s Obligations
TensorDock owns and operates the TensorDock Platform, which facilitates access to and use of Cloud Services hosted by Supplier. TensorDock assists End Users in setting up their projects, facilitates Customer access to Cloud Services, and provides customer support for End Users when issues arise, in exchange for taking a fee.
Supplier’s Obligations
Supplier agrees to grant TensorDock a non-exclusive license to advertise, list, and provide details of Supplier’s Cloud Services on the TensorDock Marketplace and serve the Cloud Services to the End User at the Supplier's set price.
Supplier is responsible for reliably operating Cloud Services and indemnifies TensorDock and Customer for any breach of obligations. In addition, Supplier will implement both physical and network security measures to guarantee that Cloud Services will not be accessed by third parties to ensure the security of Customer Data and Confidential Customer Information.
Supplier’s Service Level Agreement (SLA)
Supplier understands that TensorDock provides an SLA to Customer; thus, if Supplier does not achieve 100% uptime, TensorDock reserves the right to charge Supplier a penalty to uphold TensorDock’s SLA. All penalties are transferred to Customer as remediation for the downtimes, and TensorDock does not profit from such transactions.
Short Network Disconnects or Reboots: If any physical servers undergo unplanned reboots or disconnect from TensorDock’s redundant monitoring service for two (2) or more continuous minutes but less than one hour due to the Supplier’s fault, TensorDock will charge Supplier a penalty worth 5 hours multiplied by the hourly earnings of the server when the interruption occurred. For instance, if Customer was running a workload of $1/hr that was interrupted by a reboot, TensorDock will deduct $1 * 5 = $5 from Supplier’s balance and deposit that into Customer’s balance. TensorDock understands and accepts that the cloud security policies of Supplier may interfere with the workloads of the Customers, and may cause disconnections related to the identification of malicious inbound or outbound traffic. These types of interruptions will not be considered downtime, and Supplier will not pay any penalties for such interruptions.
Extended Downtimes: If any physical servers undergo unscheduled extended downtimes of one hour or greater, TensorDock will charge Supplier a penalty of five (5) multiplied by the hourly earnings of the server when the interruption started. For instance, if Customer was running a workload of $1/hr that was interrupted by a one-day interruption, TensorDock will deduct 5 * $1 * 24 = $120 from Supplier’s balance and deposit that into Customer’s balance.
Data Loss: Supplier understands that Customer rents Supplier’s hardware to run mission-critical workloads, and that losing data might lead to Customer needing to re-compute weeks’ worth of previous work. If Supplier’s hardware loses Customer data, TensorDock reserves the right to charge Supplier a penalty up to but not exceeding Supplier’s previous month’s earnings on the impacted server to compensate Customer.
Supplier Rights
TensorDock does not accept any responsibility or liability for unauthorized access to the Cloud Services, misuse of the Cloud Services by the customer, or any damages including but not limited to effect of interfering adversely with, the operation of any hardware or software, including any bugs, worms, logic bombs, Trojan horses or any other such programs; or use of the Cloud Services in a manner which infringes supplier’s intellectual property rights.
However, if and only if there is documented evidence of illegal activities occurring on Cloud Services directly consumed by Customer, then Supplier may ask to terminate this contract. In the event of this, TensorDock shall only pay for the prorated time of services consumed by customer before the notice, and TensorDock shall receive fourteen (14) days of free access to all previously provisioned Cloud Services to migrate Customer Data to a different supplier.
Intellectual Property Rights
TensorDock retains ownership of all intellectual property rights in the TensorDock Marketplace and any materials created by TensorDock in the course of fulfilling its obligations. In addition, Supplier retains ownership of all intellectual property rights in supplier data, and Customer shall retain ownership of all intellectual property rights of their Customer Data and Customer Confidential Information.
TensorDock may use any feedback and suggestions for improvement relating to the Marketplace provided by the supplier without charge or limitation.
The supplier shall indemnify TensorDock and/or customer from any losses, claims, damages, liability, costs, and expenses incurred by them as a result of any action or claim that the transmission, receipt, copying, installation, use, possession, or other utilization of data or Cloud Services infringes the intellectual property rights of any supplier.
Confidentiality
Supplier agrees to use TensorDock’s Confidential Information only in the exercise of its rights and performance of its obligations under the agreement and not to disclose TensorDock’s Confidential Information to any other party, except as required by law, court, governmental, regulatory or supervisory authority, or any other authority of competent jurisdiction.
Supplier also agrees not to disclose any Customer Confidential Information or Customer Data and shall assume liability for TensorDock and Customer from any losses, damages, liability, costs, and expenses they may incur as a result of any breach of their confidentiality obligations.
The supplier shall not access Customer Data or any Cloud Services used by the customer, even hosted by Supplier, without prior written consent from TensorDock.
Non-Circumvention Policy
Supplier acknowledges and agrees that a portion of TensorDock’s compensation is tied to facilitating Customer’s access to the Cloud Services.
During the term of the Supplier Hosting Agreement, Supplier agrees not to engage in any attempts to contact, solicit, communicate with, or seek the contact information of other Customers or suppliers for the purpose of using or providing Cloud Services outside of TensorDock; and not to contact or sell Cloud Services to the any customers who have purchased TensorDock’s Services during the Supplier Hosting Agreement term or within the 12 months preceding the Supplier Hosting Agreement without paying a ten percent (10%) commission of Customer’s transaction volume on Supplier to TensorDock; or individuals or entities with whom TensorDock is currently or has been in discussions regarding the sale of TensorDock Services during the term of the Agreement or within the 12 months preceding the Agreement without paying a ten percent (10%) commission of Customer’s transaction volume on Supplier to TensorDock.
For a period of 48 months after the Supplier Hosting Agreement’s termination, Supplier agrees that, except for general recruitment efforts open to all applicants and not specifically aimed at TensorDock, supplier shall not, without prior written consent from TensorDock, engage in directly or indirectly seek to recruit, hire, or engage in any contractual relationship with any employees or personnel of TensorDock; or to provide assistance or instructions to any third party regarding the recruitment, employment, contracting, or subcontracting of personnel from TensorDock.
Warranties
Both parties represent and warrant that they have the power and authority to enter into and perform their obligations under the agreement. Supplier represents and warrants that they have the right to grant TensorDock.com, Inc the rights to use the Cloud Services and that they will provide complete and accurate information about Cloud Services.
All other warranties, conditions, terms, undertakings, or obligations, whether express or implied, are excluded to the fullest extent allowed by the applicable laws.
Liabilities
TensorDock is not responsible for any indirect, special, or consequential loss or damage, regardless of the cause (contract, tort, breach of statutory duty, or otherwise) related to the Agreement or any related activities. TensorDock’s maximum total liability to supplier for all claims (regardless of the cause) related to the Agreement or any related activities shall not exceed the total payouts withdrawn by Supplier via Stripe Connect over the previous ninety (90) days.
Contract Termination
In the event of an unplanned disconnect of Cloud Services from Supplier’s hosting site to the public internet, data breach, or data loss of any sort, TensorDock reserves the right to terminate this contract and have one (1) free week to remove Customer Data from Supplier’s Cloud Services. TensorDock may also immediately terminate the Supplier Hosting Agreement, deactivate supplier’s account, and/or seize previous earnings if supplier materially or persistently breaches the Agreement.
Under normal circumstances, TensorDock may terminate this Supplier Hosting Agreement with one (1) week of notice. Also, this agreement will terminate if TensorDock ceases to exist, or if the provision of Cloud Services or TensorDock.com, Inc Services becomes illegal. TensorDock will make reasonable efforts to give supplier notice beforehand, but this may not always be possible.
If Customers are running actively using Supplier’s Cloud Services, Supplier must give at least one month of written notice via email to TensorDock before terminating this agreement or decommissioning servers, but if no Customers are actively using Supplier’s Cloud Services, Supplier may remove Supplier’s servers or terminate this agreement without notice.
Other Important Information
Suppliers can review the Agreement at any time on TensorDock’s website. TensorDock reserves the right to change the Agreement at any time by posting updates to its website periodically. TensorDock will submit a written (email) notification with the statement of changes and/or an Agreement Addendum to this contract to be validated and agreed by Supplier. If TensorDock is required to do so by law, TensorDock will notify the Supplier by way of email, and such changes shall take effect within the minimum timeframe as allowed by law. If Supplier does not agree with the changes, it may terminate the Agreement by providing TensorDock with notice within a fourteen (14) day period, otherwise supplier will be deemed to have accepted the changes.
Suppliers can contact TensorDock at any time by emailing hello@tensordock.com.
Supplier may not assign, transfer, sub-license or deal in any other manner with any or all of its rights or obligations under the Agreement, without TensorDock’s prior written consent. TensorDock reserves the right to transfer, assign, sub-contract or deal in any other manner with any or all of its rights or obligations under the Agreement, without notifying Supplier or receiving their consent.
The Supplier Hosting Agreement constitutes the entire agreement between TensorDock and Supplier and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
The Supplier Hosting Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the state of Delaware in the United States.
The parties irrevocably agree that this agreement and any dispute or claim arising out of, or in connection with it, shall be dealt with via arbitration. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Delaware. The language to be used in the arbitral proceedings shall be English.
Any obligation of TensorDock under the Supplier Hosting Agreement to comply or ensure compliance with any law shall be limited to compliance only with laws where TensorDock.com, Inc is established.
Payment
TensorDock shall give Supplier the ability to set their own a la carte per-resource pricing. For on-demand usage, TensorDock will track and monitor usage by Customers and credit Supplier’s account accordingly. Once Supplier’s account surpasses $250 of account balance, Supplier will be able to withdraw their balance.
If Supplier and TensorDock agree on providing monthly or longer term subscription billing options for customers, earnings from monthly or longer subscription servers will be deposited at the end of each calendar month.
TensorDock will take a twenty percent (25%) fee from Supplier’s earnings.
Supplier will create a Stripe Connect account on the TensorDock Platform linking their bank account to the TensorDock Platform. Supplier agrees to withdraw their accumulated funds at least once during each month. Supplier may withdraw their balance spread over multiple days each month but agrees to only withdraw at most one-thousand US dollars ($1,000) within a single 24-hour period through Stripe Connect. Stripe will convert the currency to Supplier’s preferred currency at a mid-market price, with slippage paid for by TensorDock. Alternatively, Supplier can provide TensorDock a bank account wiring details, and TensorDock will wire Supplier’s account balance at the end of each month, in Euros.
Supplier is responsible for the accuracy and completeness of their bank account information listed in Stripe Connect, and TensorDock is not liable for delays or losses resulting from withdrawing money to an incorrect payment method.
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