Terms of Service

Website Terms of Service
Hardware & Software Terms of Sale
Refund Policy
Acceptable use Policy
Cloud Terms of Service
Platform Guidelines

Lambda Website Terms of Service

Welcome to Lambda! As part of our commitment to you, we have drafted the following terms in order to support a smooth and vibrant user experience. It is important for you to read the Terms and Conditions carefully, as they contain important information and restrictions regarding your use of our services. These Terms are a binding agreement between us, Lambda Inc. a Delaware Corporation (“Lambda”, “us”, “we”, “Company), and You, whether you are an individual user, or a user on behalf of a company or team (“User”, “Customer”, “You”).

Whenever you want to use the Services that we provide at www.lambdalabs.com and related sites (the "Sites"), these Terms of Service, together with any supplemental terms, notices, and policies available at www.lambdalabs.com/legal, and/or any other binding document signed between the parties (the “Terms” or the “Agreement”) will apply to you.

YOUR CONTINUED ACCESS AND USE OF THE SERVICE ARE CONDITIONAL ON YOUR ACCEPTANCE OF AND CONTINUED COMPLIANCE WITH THE TERMS. By accessing or using the Service in any manner, including, but not limited to, visiting or browsing the Sites, registering an account, or contributing content or other materials to the Sites, you expressly understand, acknowledge and agree to be bound by these Terms. In addition to these Terms, our Privacy Policy governs how Lambda collects, stores, and protects your information when you use the Services. Our Hardware & Software Terms of Sale, Refund Policy, Acceptable Use Policy, Privacy Policy, and Cloud Terms of Service are hereby incorporated by reference into these Terms as though fully set forth herein.

We may change or update the Terms from time to time. Changes will be effective 10 days following posting on the Site. You accept any changes by your continued use of the Services 10 days following such posting.

USE OF OUR SERVICES

When you create an account or use our Services, you are representing that the information you submit is truthful and accurate, your use of the Services does not violate any applicable law or regulation, and that you are of sufficient legal age or otherwise have the legal capacity to legally enter into these Terms. We reserve the right at any time to modify, suspend, or discontinue, either temporarily or permanently, the Services (in whole or in part) with or without notice. Lambda is not liable to you or any third party for any modification, suspension, or discontinuation of the Services.

To ensure the security of our Services, we depend on you to maintain the confidentiality and security of any account credentials. Do not disclose or share your credentials with any third parties. You are solely responsible for any actions taken using your Accounts. Please notify us immediately in the event of any actual or suspected breach of security or unauthorized use of your Account.

YOUR CONTENT

You are solely responsible for the Content you post, host, or otherwise make available on our Sites. You represent and warrant that any Content you transmit through our Service is truthful, accurate, not misleading, and that you have the right to transmit such Content. Your Content must not be misleading; in violation of any laws, regulations, or these Terms; or infringe or misappropriate any rights of any other person or entity. Lambda may but shall not be obligated to remove or edit any Content (including comments or reviews) in our sole discretion for any reason including Content in violation of our Acceptable Use Policy.

While you own any Content you create, by posting or otherwise making Content available on our Sites you may be granting certain rights to Lambda and other Users, including:

You grant Lambda a worldwide, royalty-free, perpetual, sublicensable, right and license to use, display, publish, reproduce, distribute, or otherwise make available to others as permitted under these Terms and our Privacy Policy.
If you decide to set your Lambda Demos as public, you grant each other User a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, download, display, publish, reproduce, distribute, and make derivative works of your Content through our Services and functionalities.
If you decide to set your Lambda Demos as unlisted, we will not list your Lambda Demo on our Demos Discovery Page and it will not be searchable on our site or by search engine. However, unlisted demos can be seen, used, and shared, by anyone with the link. By providing access to certain Users or Teams you are granting those Users or Teams a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, download, display, publish, reproduce, distribute, and make derivative works of your Content through our Services and functionalities.

When Content contains notice of a reasonable and customary license, (such as an open source license) such Content is intended to remain under the terms of such license when further accessed, distributed, or used. Neither party is permitted to remove reference to any such license.

Any Content you download, access, or use from us or another User, is at your own risk and subject to these Terms and/or the terms accompanying such Content.

THIRD PARTY LINKS AND TOOLS

Certain content, products, services, and tools available via our Service may include materials from third parties provided as a convenience for Users.

Third-party links on this site may direct you to third-party websites not affiliated with Lambda. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party.

INTELLECTUAL PROPERTY RIGHTS

Lambda retains ownership of all intellectual property rights related to the Sites, Products, and Services, including all improvements to such. All materials we produce, including the Sites, design, code, graphics, interfaces, trademarks, and logos shall remain our exclusive property. We do not authorize you to alter, reproduce, republish, or license any of our materials absent express written permission. Any rights not expressly granted herein are reserved and retained by us.

If you provide feedback relating to the use, operation, performance, or functionality of our Sites, Products, or Services (“Feedback”), you hereby grant Lambda a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize such Feedback for any purpose which shall be solely and exclusively owned by Lambda. You are not entitled to any compensation or reimbursement for Feedback unless expressly agreed in writing.

DMCA POLICY

We comply with the Digital Millennium Copyright Act Policy (DMCA). If you believe that material located on or linked to our Sites violates your copyright, you are encouraged to notify us following the DMCA guidelines. To do so, please send an email to legal@lambdal.com with the Subject Line “DMCA Notice” with detailed and accurate information supporting your claim.

TERMINATION

You may decide to cancel or delete your Account at any time for any reason. Similarly, we reserve the right to suspend or terminate your access to unpaid Services anytime with or without cause, in our own discretion, and with or without notice.

Upon Termination or cancellation Lambda may, without obligation to do so (unless otherwise required by applicable law), delete any of your Content or data in its possession including deleting all file systems, storage blocks, virtual machines, and any usage data associated with the account without liability; provided, however, Lambda may maintain a copy of any information in accordance with Lambda’s data retention practices and our Privacy Policy. Even after the termination of these Terms, your User Account, or access to a Site, any User Content you have posted or submitted may remain on our Services indefinitely

You agree that if your use of our Services is terminated under these Terms, you will not attempt to use that Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur. Your use of the Service after termination will be a violation of this section, which survives any termination.

The provisions of these Terms concerning the protection of intellectual property rights, prohibited use, user-submitted Content, disclaimers, limitations of liability, indemnity, and Disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

ERRORS AND OMISSIONS

On occasion, information on our Service may contain errors, including, without limitation, typographical errors, inaccuracies, or omissions. Lambda reserves the right to, at any time without prior notice, correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Service is inaccurate (including after you have submitted your order). In the event that an item is listed at an incorrect price or with incorrect information due to an error in pricing or product information, Lambda shall have the right, at our sole discretion, to refuse or cancel any orders placed for that item.

DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, AND MATERIALS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SITE OR THE SERVICE, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. LAMBDA ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES THAT LAMBDA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION, FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF LAMBDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LAMBDA’S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THIS SERVICE EXCEED THE AMOUNT PAID FOR THE SERVICE OR PRODUCT PROVIDED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LAMBDA, ITS AFFILIATES’, AGENTS’, LICENSORS’, AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

INDEMNITY

You are solely and fully responsible for your use of the Services. You agree to defend, indemnify and hold Lambda and its directors, officers, employees, agents, or service providers harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of or from (i) your breach of any provision of these Terms; (ii) your activities in connection with our Services; or (iii) the Content or other information you provide to us through the Services. Lambda reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Lambda’s defense of such claim.

MISCELLANEOUS

Governing law and dispute resolution. These Terms and all matters regarding their interpretation and/or enforcement are governed by the Laws of the State of Delaware, excluding its choice of law rules. If a dispute or claim relating to these Terms arises, we each agree to make a reasonable and good-faith effort to agree on an out-of-court solution and to resolve the dispute. If no out-of-court settlement is reached, any related action, lawsuit, or proceeding must be brought and adjudicated exclusively by state or federal courts located in the State of Delaware, United States of America. Any claim, action, suit, or proceeding relating to these Terms must be brought by you within one year of the event that gave rise to the claim or such claim is hereby waived to the maximum extent permitted by law.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Lambda without restriction.

Changes in law or regulation. If there is any change in law or regulation that would materially restrict or prohibit our ability to provide the unpaid Services pursuant to these Terms, we may suspend or cancel the unpaid Services, or otherwise amend these Terms.

Export Control and Sanctions. Any Service provided pursuant to these Terms may be subject to export control and sanctions laws of the U.S. and/or other applicable jurisdictions. Therefore, you may only access and use the Service in compliance with U.S. and other applicable export control and sanctions laws and regulations.

Entire Agreement. These Terms, together with our Privacy Policy, Hardware & Software Terms of Sale, Refund Policy, Acceptable Use Policy and Cloud Terms of Service, and any other legal notices published on the Service, shall constitute the entire agreement between you and us concerning the Service and supersedes all prior terms, agreements, discussions and writings regarding the Service.

Order of Precedence. In the event of a conflict between provisions arising out of any documents included in the Agreement, the order of precedence will be as follows, unless expressly stated otherwise: (i) the applicable Order Form if any; (ii) the applicable ISA or MSA; (iii) any other binding document signed between us; (iv) the Supplemental Terms; (v) these Terms of Service; (vi) all other documents or policies incorporated by reference in the Agreement.

Severability. If any provision of these Terms, by action of law or for any other reason, is held to be prohibited, invalid, void, or unenforceable in any relevant jurisdiction, such provision will be stricken, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

CONTACT US

We welcome your questions and comments about these Terms. You may contact us by email at legal@lambdal.com, or by writing us at Lambda, Inc. 2510 Zanker Road, San Jose, California 95131.

Lambda Hardware & Software Terms of Sale

Introduction. These Terms of Sale (the “Agreement”) governs the purchase and use of the goods and services provided by Lambda. These teams become effective upon issuance of a Purchase Order to Lambda. These Terms apply to all goods and services purchased from Lambda, on https://lambdalabs.com or other Lambda websites, through a reseller, through a Lambda sales associate, or through a third party ecommerce platform to the exclusion of any additional terms submitted by the Customer including those which may be included as part of a purchase order. By placing an order with Lambda, you agree to and are bound by these terms.
Definitions.
1. “Terms of Sale”, “Terms”, “Agreement” refer to this document.
2. “Lambda” refers to Lambda, Inc., a Delaware corporation headquartered in San Jose, California.
3. “You”, “Buyer”, “Customer” refers to the entity purchasing the Goods and Services.
4. “Hardware”, “system” refers to computer hardware and computer peripherals sold by Lambda.
5. “Software” refers to computer programs and code pre-installed on the hardware or available for download at lambdalabs.com.
6. “Goods and Services”, “Products”, “Services” means the goods and services sold by Lambda.
Quotations, Purchase Orders, and Invoices. All Purchase Orders (POs) are subject to acceptance by Lambda. All Purchase Orders must contain a Quote ID referencing a Quotation provided by Lambda to you.
1. Quote Expiration. Quoted pricing is valid until the latter of either an explicit quote expiration date or 30 days after the quote date.
2. Errors. Lambda is not responsible for typographical, pricing, or product information errors in purchase orders.
Returns and Exchanges. Lambda offers full refunds on products meeting all of the requirements below
1. The product being returned is in transit to Lambda within 30 calendar days of its delivery to you.
2. The product being returned was purchased directly from Lambda.
3. The retail price of the product being returned is less than $70,000.
4. You have returned no other products ordered in the 365 calendar days preceding the date that the product being returned was purchased.
5. The product being returned contains no NVIDIA Tesla GPUs.
6. The product being returned is not customized or discounted; that is, the product’s configuration was available on Lambda’s public E-Commerce platform at the date of its purchase.
7. The product being returned was shipped from Lambda to a location within the USA.
8. The product is being returned from a location within the USA.
9. The product being returned is in its original packaging and condition.
10. You have contacted Support and obtained a return merchandise authorization number (RMA number). The RMA Number will be associated with a specific Lambda Return Facility return address. Moreover,
  - Return shipping costs. If all conditions above are met, Lambda will pay the cost of shipping the return. Lambda will not purchase insurance on this shipment unless paid or by the customer.
  - Risk of Loss, Shipping Liability, Title. For all returns, the customer is responsible for any risk of loss and shipping damages. Title passes to Lambda upon receipt of goods from the customer at the Lambda Return Facility address.
  - Restocking fee. If any condition (a) through (j) is not met, Lambda reserves the right to deny the return; additionally, the shipping cost of the return and a 15% restocking fee may be applied at the sole discretion of Lambda.
Hardware Support Services. Hardware services are services that are provided by Lambda under the terms of our limited warranty. They do not include:
1. End user software issues;
2. Accidental damage;
3. Improper modifications not performed by Lambda or one of its authorized representatives;
4. Abuse, negligence, fire damage, water damage, electrical damage, and other causes beyond Lambda’s control
Software. The software is subject to and bound by the applicable End Use Licensing Agreements associated with that software. These Licensing Agreements must be accepted prior to using all Software products.
Payment. Lambda shall invoice Customer upon the shipment of the Goods. Unless otherwise stated, payment for the Goods is due within thirty (30) days of the date of Lambda's invoice, which date will not be before the date of Lambda's delivery of the Goods. Unless otherwise noted, payments will be made in United States Dollars (USD). If Buyer fails to make a payment due under these Terms, Lambda reserves the right to charge a late payment penalty of 1.5% per month. In addition, Lambda may seek to collect any attorney fees, legal fees, or other costs associated with collection. Lambda reserves all rights, remedies, claims and causes of action available in law and equity related to Customer’s failure to pay.
Taxes, Duties, Shipment, Customs. Buyer is responsible for all sales tax, duties, tariffs, and customs fees associated with the purchase, shipment, import, export, and delivery of the item.
Title, Risk of Loss, Shipping Costs. Title to and risk of loss of the Goods shall pass to Buyer upon shipment of the Goods (FOB Origin) in accordance with this Agreement. All shipping costs shall be borne exclusively by the buyer. Notify Lambda immediately if you believe that your order is incomplete, missing, or damaged.
Warranties. Lambda gives a one (1) year limited warranty from the date of delivery that the Goods are in good condition and shall be free from substantive defects. The warranty does not apply to any Goods that are damaged due to the misuse, abuse or negligence of any party other than Lambda.
1. Some products may have been manufactured with new components or refurbished components that have undergone reliability, burn-in, or performance testing.
2. Lambda products returned via an RMA may be replaced by new, refurbished, or similar versions of the same components rather than being repaired.
Force Majeure. Lambda shall not be responsible for any claims or damages resulting from any delays in performance or for non-performance due to unforeseen circumstances or causes beyond Lambda’s reasonable control.
Limitation of Liability. LAMBDA IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTIONS IT CONTEMPLATES, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR OTHER FORM OF ACTION. THIS LIMITATION OF LIABILITY STANDS REGARDLESS OF WHETHER LAMBDA HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN NO EVENT WILL LAMBDA'S TOTAL LIABILITY EXCEED THE PRICE PAID BY THE BUYER TO LAMBDA FOR THE GOODS GIVING RISE TO THE CLAIM OR CAUSE OF ACTION.
Assignment. Lambda may assign any of its rights under this Agreement or delegate any performance under this Agreement.
Amendments. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
Governing Law and Venue. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of California, not including its conflicts of law provisions. Lambda and the Customer agree that any disputes related to this Agreement shall be brought exclusively in the state or federal courts located in Santa Clara County, California.
Disputes. Any dispute arising from this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.
Limitation. Neither Lambda nor Customer shall be liable for any claims brought more than two years after purchase.
Customer Reference. You agree that Lambda may identify you as a customer of Lambda goods and services, use your name and logo in sales collateral, marketing materials, case studies, web customer profiles, and for promotional purposes.
Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes and cancels all prior agreements of the Parties, whether oral or written, with respect to such subject matter.
Notices. Any notice or other communication given or made to any Party under these Terms shall be in writing and sent by email to:

Lambda, Inc.
legal@lambdal.com

Lambda Refund Policy

Lambda stands by our hardware products. That's why we offer a 30 day return policy for any hardware purchased at retail pricing as listed on Lambda's website.. However, we do not offer returns for custom orders quoted by one of our sales representatives, orders with custom components, or otherwise quoted at a price that is discounted from retail pricing. For more details, please see our Terms of Sale.

Lambda Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes material and activities that are not allowed in connection with products, systems, and services offered by Lambda, Inc. (“Lambda”). This AUP applies to all users of the Services and is incorporated by reference into any applicable agreement between You and Lambda. Capitalized terms used herein, but undefined will have the meaning given to such terms in the Agreement. This AUP is not exhaustive, and Lambda reserves the right to take remedial action in connection with content or uses that are not specifically described below. THIS AUP APPLIES EQUALLY TO CUSTOMER AND CUSTOMER’S USERS. CUSTOMER IS RESPONSIBLE TO ENSURING USERS COMPLY WITH THIS POLICY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AUP, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.

No infringing, illegal, threatening, defamatory, or offensive uses. You shall not use the Services to violate any applicable laws, rules, or regulations issued or promulgated by any competent government authority. Without limiting the foregoing, You shall not use the Services for, or in connection with, the following:
1. theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property or proprietary information;fraud, forgery, or theft or misappropriation of funds, credit cards, or personal information;
2. fraud, forgery, or theft or misappropriation of funds, credit cards, or personal information;
3. export, re-export, or transfer of restricted software, algorithms, or other data in violation of applicable export control laws;
4. deceptive practices such as posing as another service for the purposes of phishing or pharming;
5. distributing any materials of a threatening or harmful nature, including, without limitation, threats of death or physical harm, or materials that are malicious, harassing, libelous, defamatory, which harm Lambda’s reputation, or which facilitate extortion; or
6. distributing any offensive materials, including, without limitation, materials that are obscene, constitute illegal pornography, indecent, or hateful and materials which promote illegal gambling or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Security and Interference. You shall not use the Services to violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of any network, electronic service, or other system that is accessible through, or in connection with, the Services. You shall not use the Services in a manner that interferes with any other party’s ability to use and enjoy the Services, that interferes with Lambda’s ability to provide the Services, or that otherwise may create legal liability for Lambda in Lambda’s sole discretion. You shall not use the Services to violate the acceptable use policy or terms of service of any other service provider, including, without limitation, any Internet service provider or domain name registry. Without limiting the foregoing, You shall not use the Services for, or in connection with, the following:
- hacking, cracking into, or otherwise using the non-public areas of the Services or any other system without authorization;
- unauthorized probes or port scans for vulnerabilities;
- unauthorized penetration tests, traffic that circumvents authentication systems or other unauthorized attempts to gain entry into any system;
- web crawling which is not restricted to a rate so as not to impair or otherwise disrupt the servers being crawled;
- unauthorized network monitoring or packet capture;
- forged or non-standard protocol headers, such as altering source addresses;
- flooding;
- Denial of Service (DoS) attacks of any kind;
- distributing unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code;
- operating network services such as: open proxies; open mail relays; or open, recursive domain name servers;
- use that is beyond commercially reasonable limits and that negatively impacts Lambda’s ability to provide the Services; or
- sharing or publishing content from the Services to cause, or have the consequence of causing, the user of the content to be in violation of the terms and this AUP.
Certain High Risk Activities. You shall not use the Services in support of mining of cryptocurrency including but not limited to BitCoin or any similar currency. Additionally the Services are not intended for use with high risk activities such as the operation of nuclear facilities, air traffic control, life supporting systems, or any other use where failure of service could lead to death, personal injury, or environmental damage.‍
Spam. You shall not use the Services for purposes of distributing “spam” emails, bulk unsolicited instant messages, or any other form of unsolicited electronic communications distributed on a bulk basis including commercial advertising and informational announcements. Additionally, You shall not use the Services to collect responses from spam. You shall not harvest, collect, gather, or assemble information or data of users, including, but not limited to, email addresses, without their consent. You must comply with the laws and regulations applicable to bulk or commercial email in your jurisdiction. In addition, your bulk or commercial email must meet the following requirements:
Export. You shall ensure Products and Services are not used in breach of export laws, controls, regulations or sanction policies of the United States and any other relevant export laws and regulations applicable to the Services including Customer’s applicable jurisdiction. You shall ensure Products and Services are not used by any person or entity suspected of involvement or affiliation with those involved in activities or causes relating to: human trafficking; illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer or Your content. By using the Services You represent and agree that You are not located in a prohibited geographic area nor are You subject to sanctions or applicable trade control restrictions.
Other. You must have valid and current information on file with your domain name registrar for any domain hosted on the Lambda network. You may only use IP addresses assigned to you by Lambda in connection with your Lambda Service. You agree that if you register a DNS record or zone on Lambda-managed or operated DNS servers or services for a domain of which you are not the registrant or administrative contact according to the registrars’ WHOIS system, that, upon request from the registrant or administrative contact according to the registrars WHOIS system, Lambda may modify, transfer, or delete such records or zones.
Violations. To report any violation of this AUP or make related inquiries, please contact us at legal@lambdalabs.com. We reserve the right, but have no obligation, to investigate any suspected violation of this AUP or misuse of Lambda’s products and services. In connection with such investigations, we may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing, reviewing and preserving appropriate customer information consistent with applicable law.
Rights and Remedies. If we determine, in our sole discretion, that you have violated this AUP, we may remove, disable access to, or modify any content or resource and/or to suspend or terminate your use of the Services. We also may intercept or block any content or traffic belonging to you or to users where the Services are being used unlawfully or not in accordance with this AUP. Our right to suspend or terminate your use of the Services applies even if a violation is committed unintentionally or without your authorization. Such right is not an obligation on us to act at any given time or with respect to any given Subscriber, and we may exercise such right at any time within our sole discretion.
Changes to this Policy. We may modify this AUP by posting a revised version on the Lambda site. By using the Services or accessing the site, you agree to the latest version of this Policy.

Lambda Cloud Terms of Service

YOU AGREE THAT BY PLACING AN ORDER THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THESE TERMS OR BY ENTERING INTO AN ONLINE TRANSACTION FOR SERVICES (THE “ORDER”), OR BY USING LAMBDA CLOUD SERVICES, YOU ARE AGREEING TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THE ORDER AND THESE TERMS. IF YOU ARE PLACING SUCH AN ORDER ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THE ORDER AND THESE TERMS AND, IN SUCH EVENT, “YOU”, “YOUR”, AND “CUSTOMER” AS USED IN THESE TERMS SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU OR SUCH ENTITY DO NOT AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THE ORDER AND THESE TERMS, YOU SHALL NOT PLACE AN ORDER OR USE PRODUCTS OR SERVICES OFFERINGS.

These Cloud Terms of Service (the “Agreement”) are between You (the Customer) and Lambda, Inc. or its Affiliate (“Lambda”) each a Delaware company with offices at 2510 Zanker Rd. San Jose, CA 95131. Customer and Lambda are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions
“Acceptable Use Policy” means the Acceptable Use Policy published at lambdalabs.com/legal/terms-of-service#acceptable-use-policy as may be updated from time to time at Lambda’s sole discretion.

“Affiliate” of a Party means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.

“Authentication Key” means any access key, application key or authentication key necessary for utilizing an Authorized API.

“Authorized API” means the application programming interfaces developed and enabled by Lambda that permit Customer to access certain functionality provided by the Services.

“Beta Services” means the features and/or functionality of the Services that may be made available to Customer to try at its option at no additional charge and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.

“Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Lambda’s Confidential Information shall include the Lambda Property and the terms of this Agreement and all Orders. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

“Customer Property” means any data (including source code, content, text, images, illustrations, charts, tables and other materials) supplied by Customer to Lambda, either directly or indirectly (for example, through the Service or integration with a Third Party Product).
“Documentation” means all documentation and other instructional material made generally available by Lambda to its customer base regarding the use of the Services.

“Lambda Property” means (i) the Services, (ii) the Documentation, and (iii) all content and other materials and software supplied by Lambda in connection with, or used by Lambda in providing, the Services.

“Order” means an order for the Services that has been accepted by Customer (if online) or otherwise mutually agreed to by the Parties and which is governed by this Agreement.

“Privacy Policy” means the Privacy Policy published at lambdalabs.com/legal/privacy-policy as may be updated from time to time at Lambda’s sole discretion.

“Subcontractor” means any third-party data processor engaged by Lambda that receives Customer Property from Lambda for processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Lambda) and the terms of its written subcontract with Lambda, including a third party data center, and/or development, production, maintenance, marketing, financing, and customer support providers in connection with any of the Services.

“Services” means the software services and platform provided by Lambda, including (i) the web and other user interfaces, applications, and software provided to Users, (ii) the Authorized APIs and (iii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.

“Third Party Products” means certain third party applications, systems, or services used by Customer, but not supplied by Lambda, that are designed to interoperate with the Services (for example, third-party cloud services purchased by Customer from the applicable third party, independent of this agreement).

“Users” means all users that access Customer’s account on the Services.

2. Services

a. Provision of Services. Subject to the payment of all applicable Fees and for the Term, Lambda hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms and conditions of this Agreement and all Orders.

b. Orders. Each Order for the Services will describe additional mutually agreed-upon limitations on use of the Service, including, the applicable Fees and other relevant terms and conditions. Unless otherwise specified in an Order, the Fees applicable to each Order shall be made available to customer at lambdalabs.com/service/gpu-cloud/pricing (which may be updated from time to time by Lambda) and/or in the user interface prior to Customer accepting an Order.

c. Platform Guidelines. Customer hereby acknowledges that it will at all times comply with, and ensure that all of its Users comply with, the platform guidelines published at lambdalabs.com/legal/terms-of-service#platform-guidelines, which are hereby incorporated by reference (the “Platform Guidelines”).

3. Fees and Payment Terms

a. Fees. Customer will pay Lambda all fees specified in or otherwise incurred pursuant to an Order (“Fees”) in accordance with this Section 3 and the applicable Order. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and Fees paid are non-refundable, except as otherwise expressly set forth in this Agreement.

b. Invoices and Payment. Unless otherwise specified in the Order, all fixed fees are due at the time of order or according to the interval indicated. By providing a credit card or other payment method accepted by Lambda (“Payment Method”) for the Services, Customer agrees that Lambda is authorized to charge the elected Payment Method on a recurring basis for all applicable Fees, when due, and any other charges Customer may incur in connection with Customer’s use of the Services. For all purchased Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order. In addition, Customer shall reimburse Lambda for all chargebacks and fees for declined or disputed transactions charged to Lambda by its third party payment processor. If Lambda does not collect a Payment Method from Customer at the time of purchase, Lambda will invoice Customer for the charges at the email address on file with Lambda. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection including reasonable attorneys fees.

c. Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Lambda’s provision of the Services hereunder (collectively, “Taxes”), except any taxes assessed upon Lambda’s net income. Unless otherwise stated, Lambda’s pricing policies and invoices do not include and are not discounted or enhanced for any such Taxes. If Lambda is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse Lambda for any amounts paid by Lambda. Customer shall provide Lambda with all reasonable information and documentation requested by Lambda regarding the taxes which are or were due (or which may be due) under this Agreement.

d. Credits. Lambda may, at its sole discretion, choose to offer credits for the Services in various ways, including but not limited to, coupons, promotional campaigns, prepaid credits and discretionary customer service fee adjustments. Lambda reserves the right to award credits at its sole discretion. Credits have no monetary or cash value, can only be used by Customer to offset Customer’s subsequent payments of Fees for the Services, and are revocable or subject to early expiration at any time and for any reason or no reason by Lambda, including for abuse, misrepresentation of account information, unauthorized transfer, or illegal conduct. Credits may only be applied to Fees due for the Services specifically identified by Lambda when issuing the credit and may be subject to other disclosures, terms and conditions presented to Customer at the time the Credit is issued. Credits can only be used by Customer and are non-transferable. Unless the instrument (including any coupon) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.

4. Proprietary Rights

a. Customer Property. As between Customer and Lambda, Customer retains all rights, title, and interest in and to the Customer Property, including all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to the Customer Property. Except as expressly set out in this Agreement, no right, title, or license under any Customer Property is granted to Lambda or implied hereby, and for any Customer Property that is licensed to Lambda, no title or ownership rights are transferred to Lambda with such license.

b. Lambda Property. As between Lambda and Customer, Lambda retains all right, title, and interest in and to the Lambda Property, including all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to the Lambda Property. Except as expressly set out in this Agreement, no right, title, or license under any Lambda Property is granted to Customer or implied hereby, and for any Lambda Property that is licensed to Customer, no title or ownership rights are transferred to Customer with such license.

c. Licenses to Lambda. Customer hereby grants Lambda a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license to access and use the Customer Property made available to Lambda or any of its Affiliates, solely as necessary for Lambda to provide the Services to Customer and exercise its rights pursuant to this Agreement. Additionally, unless otherwise agreed to on the Order Form, Customer grants Lambda a non-exclusive, revocable license to use Customer’s trademarks and logos to identify Customer as a subscriber of the Services. By submitting to Lambda any unsolicited suggestions, enhancement requests, comments, feedback or other input relating to the Services ("Feedback"), Customer and its Users (as applicable) grant to Lambda a perpetual, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services in any manner.

5. Data Privacy and Security

a. Hosting and Processing. When purchasing Services, Customer consents to the hosting of Customer Property in, and transfer of Customer Property into, the United States. Unless otherwise agreed in writing between the Parties in the Order Form, Customer (i) agrees that Lambda may transfer and store Customer Property in other geographic regions or jurisdictions at its sole discretion and (ii) Customer represents and warrants that such hosting and transfer are adequately consented to by Customer and permissible pursuant to applicable laws, regulations, rules, and third party rights.

b. Security. Subject to Customer’s compliance with its obligations in this Agreement to properly configure and implement necessary security controls in connection with its use of the Services, Lambda will implement reasonable and appropriate measures to secure the Customer Property against accidental or unauthorized access, transmission, loss or disclosure. Unless otherwise expressly specified by an applicable Order, Lambda shall have no obligation to maintain Customer Property, backup Customer Property, or otherwise store Customer Property on behalf of Customer or any User.

c. Data Processing Agreements. Where the Parties execute a Data Processing Agreement (“DPA”), the DPA shall be hereby incorporated by reference herein and become a part of this Agreement.

d. Subcontractors. Customer acknowledges and agrees that Lambda may use Subcontractors, who may access Customer Property, to provide, secure and improve the Services. Lambda shall be responsible for the acts and omissions of its Subcontractors to the same extent that Lambda would be responsible if Lambda was performing the services of each Subcontractor directly under the terms of this Agreement.

e. In-Product Cookies. Whenever Customer or Users interact with the Services, Lambda automatically receives and records information on its server logs from the browser or device, which may include an IP address, “cookie” information, and the type of browser and/or device being used to access the Services. When Lambda collects this information, it only uses this data to (i) provide the Services or (ii) in aggregate form, and not in a manner that would identify Users personally.

6. Confidentiality

a. Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party with Disclosing Party’s consent or to its Affiliates, officers, directors, employees, subcontractors, or agents who need to know such information in connection with such Party’s exercise of its rights or performance of its obligations hereunder and who are bound by written agreements requiring the protection of such Confidential Information.

b. Compelled Disclosure. If the Receiving Party is compelled by law, any court or law enforcement agency or authority (e.g., via a valid court order or subpoena) to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (if legally permitted). In such case, the Disclosing Party shall reimburse Lambda for excessive costs incurred by Lambda in connection with complying with such request, including costs of attorneys for time spent retrieving, reviewing and preparing responsive documents.

7. Warranties; Disclaimers

a. Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

b. Customer Warranties. Customer represents, warrants and covenants, that at all times it (a) exclusively owns, or has all necessary rights and authorizations to process or otherwise use or handle Customer Property, and (b) will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party.

c. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) THE SERVICES ARE PROVIDED “AS-IS”; (2) LAMBDA MAKES NO ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO CUSTOMER OR ANY USER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (3) LAMBDA HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND (4) LAMBDA’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR HIGH RISK ACTIVITIES.

d. Beta Services. Lambda may make Beta Services available to Customer at no charge, and Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to Customer. Beta Services are not considered “Services'' under this Agreement for purposes of Section 7 (Warranties; Disclaimer) and Sections 8(a) (Indemnification by Lambda); however, all restrictions, Lambda’s reservation of rights and Customer’s obligations concerning the Service, and use of any Third Party Products shall apply equally to Customer’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date otherwise specified in writing by Lambda. Lambda may discontinue Beta Services at any time in its sole discretion and may never make them generally available.

8. Indemnification

a. Indemnification by Lambda. Lambda will defend, indemnify and hold Customer, its employees, directors and officers (the “Customer Indemnified Parties”) harmless from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party against a Customer Indemnified Party alleging that the use of the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in Lambda’s sole opinion, or does become the subject of an Infringement Claim, Lambda may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Orders and refund to customer prepaid unused Fees for the infringing items. Lambda shall have no liability for any Infringement Claim to the extent arising from (1) Customer’s use or supply to Lambda of any Customer Property; (2) use of the Services in combination with any software, hardware, network or system not supplied by Lambda if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Lambda); or (4) Customer’s violation of applicable law, third party rights or this Agreement (collectively, the “Excluded Claims”).

b. Indemnification by Customer. Customer will defend, indemnify and hold Lambda, its employees, directors and officers (the “Lambda Indemnified Parties”) harmless from and against any and all Losses, suffered or incurred by any Lambda Indemnified Party, arising from or related to: (i) any allegation that any Customer Property or Customer’s use of the Services beyond the license granted in this Agreement infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party, (ii) arising from Customer’s breach of the Platform Guidelines, or (iii) any Excluded Claim.

c. Indemnification Conditions. The Parties’ obligations under this Section 8 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 8, (ii) giving the indemnifying party sole control of the defense or settlement of the claim, and (iii) cooperating in the investigation and defense of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party (except to the extent affecting Customer’s continued use of the Service) without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 8 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third Party Claim.

9. Limitation of Liability

a. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EITHER’S PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

b. Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE EVENT OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.

10. Term and Termination

a. Term of Agreement. This Agreement commences on the Effective Date of the Order and shall remain in effect until terminated in accordance with Section 10(c) (the “Term”).

b. Term of any Order. The term of each Order shall commence on the Effective Date stated in the Order and continue for the period stated therein.

c. Suspension of Services. Lambda reserves the right to suspend or terminate Customer’s access to the Services for late payment of amounts due under an Order.

d. Termination. Either Party may terminate this Agreement and/or any Order by providing written notice to the other Party in the event the other Party (i) materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to: (a) cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or (b) if the breaching Party is incapable of curing such breach within thirty (30) days, provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan; or (ii) ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filing. Where there are no Orders in effect, either Party may terminate this Agreement by providing written notice to the other Party.

e. Effect of Termination. Upon termination, (i) any and all rights granted to Customer under this Agreement will immediately be terminated; (ii) Customer must promptly cease all use of the Service; (iii) Customer shall return or destroy (at Lambda’s election) all Lambda Property, including Lambda’s Confidential Information; and (iv) any and all Fees still owed to Lambda at the time of such termination shall become immediately due and payable. Lambda may, without obligation to do so and unless otherwise required by applicable law, delete the Customer Property in its possession without liability; provided, however, Lambda may maintain a copy of the Customer Property in accordance with Lambda’s data retention practices and as otherwise expressly authorized hereunder.

f. Surviving Provisions. Any provision which by its nature is intended to survive the termination or expiration of this agreement so shall including specifically, Sections 1, 3(a), 4(a), 4(b), 4(c) (last sentence only), 6-9, 10(c), 10(d), 11, and Exhibit A. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration.

11. Miscellaneous Provisions

a. Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and Lambda will be considered an independent contractor when performing any Services hereunder.

b. Customer Affiliates. An Affiliate of Customer may purchase Services subject to the terms of this Agreement by executing Orders with Lambda hereunder. By entering into an Order hereunder, the Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

c. Notice to California Residents. If Customer is a California resident, under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint or to receive further information regarding use of the Services.

d. Entire Understanding. This Agreement (including the DPA, Acceptable Use Policy, Platform Guidelines, Privacy Policy, and all Exhibits and Orders, which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order, the terms of such Order shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Orders) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.

e. Modification; Waiver. Except for Lambda’s modification or update of the Documentation or the Service, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this Agreement legally binding against the other Party unless in writing and signed or electronically accepted by both Parties; provided, however, if Lambda updates this Agreement, the updated version of this Agreement shall be binding upon the Parties at the start of the next billing cycle. The failure of any Party in any one or more instances to insist upon strict performance of any terms or provisions of this Agreement, the DPA or any Order, or to exercise any option or remedy which is conferred in this Agreement, the DPA or any Order, shall not be construed as a waiver, or relinquishment to any extent of the right to assert or rely upon any such terms, provisions, options, or remedies on any future occasion. No waiver by either Party hereunder shall be effective unless agreed to pursuant to a writing signed by a duly authorized representative of the Party granting the waiver.

f. Disputes. The Parties agree to arbitrate all claims arising out of this Agreement and that, by entering into this arbitration provision, they are each waiving their respective rights to a trial by jury or to participate in a class or representative action. THE PARTIES AGREE THAT EACH MAY BRING COMMERCIAL CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Customer may bring a claim only on its own behalf and cannot seek relief that would affect other persons. If there is a final judicial determination that any particular claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section 11(f), then only that claim (or only that request for relief) may be brought in court. All other claims (or requests for relief) will remain subject to this Section 11(f). The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing in accordance with Section 11(f). The arbitration will be governed by the AAA’s Commercial Arbitration Rules (“AAA Rules”), as modified by this Agreement, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which Customer is not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Lambda will pay for Customer’s filing, administrative, and arbitrator fees if Customer’s claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If Customer does not wish to be bound by this provision (including its waiver of class and representative claims), Customer must notify Lambda to the notice address set forth in Section 11(h) within thirty (30) days of the first acceptance date of any version of this Agreement. All claims between the parties, whether subject to arbitration or not, will be governed by California law, excluding California’s conflict of laws rules, except to the extent that California law is contrary to or preempted by federal law. If a claim between the Parties is not subject to arbitration, Customer agrees that the claim must be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in Santa Clara County, California and that Customer submits to the personal jurisdiction of either of these courts for the purpose of litigating any such claim.

g. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, Lambda may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other Party, to other entities operated by Lambda or its Affiliates, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

h. Notices. Except for notification methods expressly permitted under the Platform Guidelines, all notices under this Agreement to Customer shall be in writing and shall be delivered to the addresses first set forth in the Order(s). Notices to Lambda shall be addressed to: Lambda, Inc., Attn: Legal Department, 2510 Zanker Rd. San Jose, CA 95131, with a copy to legal@lambdal.com. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

i. Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift or thing of value from any Lambda employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify Lambda if it offers or receives any such improper payment or transfer in connection with this Agreement.

j. Export Control. The Services are subject to the trade and economic sanctions maintained by the Office of Foreign Assets Control (“OFAC”). By accessing the Services, Customer agrees to comply with these laws and regulations. Specifically, Customer represents and warrants that it is not (a) located in any country that is subject to OFAC’s trade and economic sanctions, currently China, Cuba, Iran, North Korea, Syria, and the Crimea region of the Ukraine; or (b) an individual or entity included on any U.S. lists of prohibited parties including: the Treasury Department’s List of Specially Designated Nationals List (“SDN List”) and Sectoral Sanctions List (“SSI List”). Additionally, Customer agrees not to – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of the Services in contradiction with these laws and regulations. Failure to comply with these laws and regulations may result in the suspension or termination of Customer’s account. Customer agrees to comply with all applicable export and import control laws and regulations in connection with its use of the Services, and, in particular, Customer will not utilize the Services to export or re-export data or software without all required United States and foreign government licenses. Customer assumes full legal responsibility for any access and use of the Services from outside the United States, with full understanding that such access or use may constitute export of technology and technical data that may implicate export regulations and/or require export license.

k. Government Use. Lambda provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under this Agreement, then it must negotiate with Lambda to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

l. Force Majeure. Except for performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. In the event any of the foregoing events results in Lambda not being able to provide the Services for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.

m. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

Platform Guidelines

These Platform Guidelines are intended to be read together with Lambda’s Cloud Terms of Service published at https://lambdalabs.com/legal/terms-of-service#cloud-terms-of-service or in another similar binding agreement signed between the Parties.