Terms of Service (TOS)

Last updated: September 24, 2024

We (the folks at TensorDock) are on a mission to democratize access to compute. We hope you love our products and services as much as we love creating them.

These Terms of Service (“Terms”) describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions. If you don’t agree to these Terms, don’t use our services.

Overall, these Terms govern your access to and use of the products and services we provide through or for TensorDock.com (such products and services, collectively, “Services”).

For any of our other products, services, and programs, additional or separate terms and policies may apply.

Please read these Terms carefully before accessing or using our Services, along with our Privacy Policy and Acceptable Use Policy. A breach of any of any other policy agreements mentioned in this TOS is considered a breach of this TOS as well. By accessing or using any part of our Services, you agree to be bound by all of the Terms and all other operating rules, policies, and procedures that we may publish via the Services from time to time (collectively, the “Agreement”). You also agree that we may automatically change, update, or add on to our Services as stated in the Terms, and the Agreement will apply to any changes.

Additionally, if you are a user in countries located in the European Economic Area, Switzerland, or the United Kingdom (“European User”), some special terms apply to you as mentioned below.

1. Who’s Who

“You” means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using our Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

“Client” refers to users who rent servers on TensorDock.com.

“Host”, refers to users who rent out servers by listing them on our marketplace on TensorDock.com.

In some cases, users can be both clients and hosts.

Your Agreement is with TensorDock.com, Inc DBA TensorDock.

2. Your Account

When using our Services requires an account, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to send you emails about notable updates (such as changes to our Terms of Service or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response. We may limit your access to our Services until we’re able to verify your account information, such as your email address.

When you create a TensorDock.com account, we consider that to be an inquiry about our products and services, which means that we may also contact you to share more details about what we have to offer (i.e., marketing). Don’t worry — if you aren’t interested, you can opt out of the marketing communications, whether it’s an email, phone call, or text message.

You’re solely responsible and liable for all activity under your account. You’re also fully responsible for maintaining the security of your account (which includes keeping your password secure). We’re not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions.

Don’t share or misuse your access credentials. And notify us immediately of any unauthorized uses of your account, store, or website, or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it.

Please see our Privacy Policy to learn about how we handle the data you provide us.

3. Minimum Age Requirements

Our Services are not directed to children. You’re not allowed to access or use our Services if you’re under the age of 18. If you register as a user or otherwise use our Services, you represent that you’re at least 18. You may use our Services only if you can legally form a binding contract with us. In other words, you can only use our services if you are above the legal age of majority where you live.

4. Data and Security Policy

We define Client Data as data that you as a Client upload to our Services or create through our Services. You’re fully responsible for your Client Data and ensuring it abides by applicable laws and the Agreement, including receiving all necessary consent for any personal data that identifies or relates to an individual. Additionally, any harm resulting from that data is your responsibility. Nothing in our TOS or Privacy Policy can be construed to state or imply that we have a direct relationship with your individual customers or users.

By providing us Client Data, you authorize us and our third-party Hosts to store, transfer, display, perform, reproduce, modify it for the purposes of providing our Services to you. You agree to regularly create backups of your Client Data and that we are not in any way liable for its loss. You may delete your Client Data by deleting your virtual machines at any time. If you choose to delete your Client Data, you understand that this data cannot be recovered.

You may request us to delete your account data, and we’ll comply as soon as reasonably possible within 180 days. We may keep your data for a period of up to 30 days in case you wish to recover your account data. It’s your responsibility to save any data you want to retain before we proceed with deleting your account data.

Data Security Issues:

Users: You must notify us if and when you become aware of a Data Security Issue affecting us or our Services, including unauthorized access to your account. You agree to aid in any investigation or legal action that we or the authorities take to investigate and cure a Data Security Issue to the extent caused by your account or your use of our Services.

Notification: After learning about a Data Security Issue potentially affecting you, we’ll notify you promptly through the email you provided while creating your account.

Details: When notifying you, we’ll describe the nature of the Data Security Issue, our response to it, and actions we recommend you take.

We’re not responsible for reviewing Client Data in order to identify information subject to any specific legal requirements. Our responses and announcements for Data Security Issues will not be construed as an acknowledgement of fault by TensorDock.

5. Fees, Payment, and Renewal

Fees for Paid Services: Some of our Services are offered for a fee (collectively, “Paid Services”). For customers, this includes renting our virtual machines. For hosts, this includes listing servers on our marketplace. This section applies to any use of our Paid Services.

By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, fees may be charged differently, varying from one-time, recurring, or revenue-based.

Clients: For on-demand servers, your fees are subject to change and recurring, meaning we’ll bill or charge your account balance by the second, starting when your virtual machine is deployed. Long-term commitments for virtual machines can either be recurring or a one-time upfront fee. Upon deploying your virtual machine, you are providing your express consent for us to begin the performance of our Services and agree that you will lose your right of withdrawal.

Even if you stop your virtual machine, you will still pay the full recurring price unless you release your GPUs, making them available for other customers to rent. If you release your GPUs, you will only pay for storage. However, if another customer claims all available resources on the hostnode or data center, you may not be able to start your server until there are available resources again. By choosing to release your resources, you acknowledge this risk.

You may manage charges for your account balance in the “Your Servers” page or by contacting our support team. You may increase your account balance by manually choosing to deposit $5-10,000 of funds. Alternatively, you can set up a Custom Threshold Action, authorizing us to automatically charge your payment information when your account balance decreases below a dollar amount which you specify. If we detect your account balance is low, we may stop your server to preserve your data and prevent your account balance from reaching $0, in which case your virtual machine is automatically deleted.

For long-term commitments, if you are late in paying fees for our Services for any reason, we may charge you 1.5% interest per month (or the highest rate permitted by law, whichever is lower), starting from payment due date until the date paid. We may additionally charge you for all reasonable expenses we incur while collecting late balances, including attorneys’ fees. After providing you notice of late payment, we may suspend you access to our Services. You can not offset any fees you owe us with any fees that we owe you for any reason.

Hosts: You pay us an agreed upon revenue-based fee, typically 25% of the revenue your servers generate unless otherwise specified. Excluding downtime penalties, this is our only fee — we cover payment processing.

Taxes: To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we’re obligated to pay or collect Taxes on the fees you’ve paid or will pay, you’re responsible for those Taxes and for providing us any necessary tax identification information, and we may collect payment from you.

Payment: You must provide accurate payment information and keep it up to date whenever your information changes. It is your responsibility to promptly notify us if your payment method is canceled, such as for loss or theft, or is otherwise unbillable. By providing your payment information, you authorize us to store it until you request deletion.

TensorDock uses third-party Payment Processors to bill you when you deposit account balance for your use of our Services. You may be subject to the terms and conditions of those third parties, and using those Payment Processors means you agree to comply with those terms and conditions. If we change to another third party to fulfill these services, you authorize us to share your payment method information with an alternative third-party payment processor that is or will be integrated into TensorDock.com.

We may refuse, condition, or suspend any transaction or account if we believe you have violated the Agreement or that your activities or transactions expose you, us, or others to unacceptable risks, as determined by us in our sole discretion.

You authorize us to share payment data with the applicable payment processing third party for their use in accordance with their privacy policy. Please refer to our Privacy Policy for details on how we otherwise collect, use, and disclose data made available to us in order to process transactions.

Clients: If your payment fails, we suspect fraud, or Paid Services are otherwise not paid for or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services), we may immediately cancel or revoke your access to Paid Services without notice to you. You authorize us to charge any updated payment information provided by your bank or payment service provider (e.g., new expiration date) or other payment methods provided if we can’t charge your primary payment method.

Hosts: We pay you through Stripe or bank transfer at the end of every month.

Fees and Changes: We may change our fees for on-demand GPUs at any time in accordance with these Terms and requirements under applicable law. This means that we may change our fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees. If you don’t agree with the changes, you must cancel your Paid Service.

Refunds: We may have a refund policy for some of our Paid Services, and we’ll also provide refunds if required by law. In all other cases, there are no refunds, and all payments are final.

For account balance refunds, we reserve the right to charge a 5% fee, in order to cover payment processing fees.

6. Feedback

We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we’re free to use them without any restriction or compensation to you.

7. General Representation and Warranty

Our mission is to make the world a better place, and our Services are designed to give you control and ownership over your company. We encourage you to innovate freely, subject to a few requirements. In particular, you represent and warrant that your Client Data and use of our Services:

• Will be in strict accordance with our Terms of Service and Acceptable Use Policy;

• Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, licensing, privacy, data protection, the transmission of technical data exported from the United States or the country in which you reside, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising);

• Will not be for any unlawful purposes or in furtherance of illegal activities;

• Will not infringe or misappropriate the intellectual property rights of TensorDock or any third party;

• Will not overburden or interfere with our systems or impose an unreasonable or disproportionately large load on our infrastructure, as determined by us in our sole discretion;

• Will not disclose the personal information of others;

• Will not be used to send spam or bulk unsolicited messages;

• Will not interfere with, disrupt, or attack any service or network;

• Will not be used to create, distribute, or enable material that is, facilitates, or operates in conjunction with, malware, spyware, adware, or other malicious programs or code; and

• Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for the Services or any related technology that is not open source.

8. Specific Service Terms

Downtime is defined as the total number of minutes per month that a server is “inaccessible”, divided by the number of minutes in a month.

A server is defined as inaccessible if a ping from any data center with at least 2 ISPs fails to reach a server. We may use external uptime monitors such as HetrixTools to determine downtime.

Clients: If we choose to issue you free account balance Credits not related to downtime, we may revoke these at any time for any reason at our sole discretion. If we set requirements for the specific usage of these Credits, and you do not follow these requirements, we may seek compensation for the value of these Credits, such as by charging the credit card we have on file for your account.

Downtime Penalties and Credits:

To ensure the stability of hosts and to guarantee clients a pleasant experience, we may impose the following penalties:

• Top Hosts: 10x the price of the server paid during the downtime

• Non-Top Hosts: 5x the price of the server paid during the downtime

• Lower than 99% downtime or preventable data loss: Account ban

Clients will receive these credits as compensation for downtime. While we’ll make our best effort to issue credits for downtime, it is the client’s responsibility to notify TensorDock within seven (7) days of the downtime in order to receive credits. The value of Downtime Credits may not exceed 50% of the amount of account balance a customer spends with a host in a particular month. If there is a dispute about downtime, TensorDock will review its logs and records to determine the amount of Credits to issue (if any) at its sole discretion. We may revoke Downtime Credits at any time for any reason.

TensorDock may refuse to provide Downtime Credits for the following cases,

• Server maintenance communicated at least a week in advance

• Features still in development

• Errors caused outside our reasonable control, by a client’s software or hardware, or TOS violations

9. Copyright Policy

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others.

If you believe that material available on our sites infringes on your copyright(s), please notify us by submitting a copyright infringement notice. After we receive a valid and complete notice, we will investigate and determine whether to remove the material.

You may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that material or activity infringes on your copyright.

10. Intellectual Property

The Agreement doesn’t transfer any TensorDock or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as between TensorDock and you) solely with TensorDock. TensorDock and all other trademarks, service marks, graphics, and logos used in connection with our websites or Services are trademarks or registered trademarks of TensorDock (or TensorDock’s licensors). Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn’t grant you any right or license to reproduce or otherwise use any TensorDock or third-party trademarks.

You own all rights to your Client Data. We have the right to use your name, logos, or trademarks in our promotional or marketing materials and communications.

11. Disclaimers

Our Services are provided “as is.” TensorDock and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, to the maximum extent allowed by applicable law, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither TensorDock, nor its suppliers and licensors, makes any warranty that our Services will be secure, error free, or that access thereto will be continuous or uninterrupted. You understand that you use our Services at your own discretion and risk.

12. Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of Delaware, U.S.A., excluding its conflict of law provisions and the application of the United Nations Convention of Contracts for the International Sale of Goods, and the proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the state and federal courts located in Sussex County, Delaware, U.S.A. Nothing in this Agreement affects your rights as a consumer to rely on mandatory provisions in your country of residence.

13. Limitation of Liability

In no event will TensorDock, or its suppliers, partners, or licensors, be liable (including for any third-party products or services purchased or used through our Services) with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental, consequential, punitive, or indirect damages; (ii) the cost of procurement for substitute products or services; (ii) attorneys’ fees and any costs related to litigation or arbitration, regardless of whether litigation or arbitration is instituted (iii) for interruption of use or loss or corruption of data (iv) any claim for personal injury or property damage arising from this agreement or any violation by you of any federal, state, local laws, statutes, rules, or regulations, regardless of whether we’ve been previously advised of the possibility of such damage; or (iv) for any amounts that exceed the fees paid by you to TensorDock under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. TensorDock shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

European Users: If we cause damage to you and you are a consumer in Europe, we limit our liability to the maximum amount permissible in your country of residence. Liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. TensorDock isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability will not apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence, liability caused by our willful misconduct or gross negligence, or our responsibility for something we have specifically promised to you. You and we agree that we and our affiliates’ total liability is limited to the amount paid by you to use our Services during the 12 months preceding the claim; To the extent that our liability is limited or excluded, the limitations or exclusions will also apply to the personal liability of our employees, legal representatives, and vicarious agents.

14. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause or notice, effective immediately, including if we believe, in our sole discretion, that you have violated this Agreement, any service guidelines, or other applicable terms. We may terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any fees previously paid.

Clients: We have the right (though not the obligation) to (i) stop or delete your servers if we believe your use, in our reasonable opinion, violates any part of this Agreement or any TensorDock policy, or (ii) ask you to make adjustments, restrict the resources your server uses, or terminate your access to the Services, if we believe your usage burdens our systems (which is rare and typically only occurs in situations of abuse). We will have no obligation to provide a refund of any fees previously paid.

Hosts: We have the right (though not the obligation) to remove your servers from our marketplace at any time if we believe your use, in our reasonable opinion, violates any part of this Agreement or any TensorDock policy.

We have the right to terminate or deny access to and use of any of our Services to any individual or entity for any reason. You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to the Fees, Payment, and Renewal section of these Terms.

15. Indemnification

You agree to indemnify and hold harmless TensorDock, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services or applicable law.

16. US Economic Sanctions

You agree that our ability to provide our Services to you is subject to compliance with US sanctions that restrict or prohibit who or from where our Services can be accessed. By using the Services, you represent and warrant that you (i) are not located or residing in any country or territory subject to comprehensive US sanctions (currently Cuba, Crimea, Iran, North Korea, Donetsk People’s Republic, Luhansk People’s Republic, and Syria); (ii) are not listed on any United States list of prohibited or restricted parties, such as OFAC’s Specially Designated Nationals and Persons List, or otherwise subject to US sanctions that would prohibit your access to or use of our Services; and (iii) shall not use or allow access by any of your customers or potential customers (if applicable) to the Services in any manner that may cause TensorDock to violate US export controls and sanctions. We reserve the right to restrict or block your access, or access by any of your customers or potential customers (if applicable), to the Services and/or to terminate the Agreement at any time without notice if we determine, at our sole discretion, that such access may cause a violation or create unacceptable risk to us under export controls or sanctions.

17. Changes

We may modify the Terms from time to time, for example, to reflect changes to our Services (e.g., adding new features or benefits to our Services or retiring certain features of certain Services) or for legal, regulatory, or security reasons. If we do this, we’ll provide notice of the changes, such as by posting the amended Terms and updating the “Last Updated” date or, if the changes, in our sole discretion, are material, we may notify you through our Services or other communications. Any changes will apply on a going-forward basis, and, unless we say otherwise, the amended Terms will be effective immediately. By continuing to use our Services after we’ve notified you, you agree to be bound by the new Terms. You have the right to object to any changes at any time by ceasing your use of our Services and canceling any subscription or recurring charge you have.

18. Conclusion

The Agreement (together with any other terms we provide that apply to any specific Service) constitutes the entire agreement between TensorDock and you concerning our Services. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

TensorDock may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.

19. Change Log

June 27, 2024: Complete overhaul

August 5, 2024: Modified policy relating to any credits issued that are not related to downtime.

September 24, 2024: Right of withdrawal acknowledgement