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NiceGPU Terms of Service Addendum: Cloud Services Agreement

Laset Updated: April 17, 2025

1. Introduction

Welcome to NiceGPU! This Cloud Services Agreement ("Agreement") governs your use of NiceGPU's cloud services ("Services"). By accessing or using our Services, you agree to comply with and be bound by this Agreement.

2. Definitions

  • "Customer": The individual or entity using the Services.
  • "Services": The cloud computing services provided by NiceGPU, including but not limited to GPU computing, storage solutions, and networking.
  • "Account": The Customer's account created to access the Services.
  • "Confidential Information": Any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

3. Services Provided

NiceGPU offers the following Services:

  • GPU Cloud Computing: Access to high-performance GPU resources for computational tasks, including AI training, machine learning, and data processing.
  • Storage Solutions: Scalable storage options for data management, including object storage, block storage, and file storage.
  • Networking: Secure and efficient networking solutions for data transfer, including virtual private networks (VPNs) and dedicated bandwidth options.
  • Managed Kubernetes: Deployment and management of Kubernetes clusters for containerized applications.
  • Virtual Servers: Provisioning of virtual servers for various computational needs.

4. Account Registration

To use the Services, the Customer must register for an Account. The Customer agrees to provide accurate and complete information during registration and to update such information as necessary. The Customer is responsible for maintaining the confidentiality of their Account credentials and for all activities that occur under their Account. The Customer must notify NiceGPU immediately of any unauthorized use of their Account.

5. Fees and Payment

The Customer agrees to pay all fees associated with the use of the Services. Fees are based on usage and are detailed in the pricing section of the NiceGPU website. Payments are due monthly and can be made via credit card or other accepted payment methods. Late payments may result in suspension or termination of Services. NiceGPU reserves the right to change its fees and payment policies at any time, with notice provided to the Customer.

6. Service Level Agreement (SLA)

NiceGPU commits to providing a high level of service availability and performance. The SLA outlines the specific metrics and guarantees for uptime, response times, and support. In the event of a service outage, NiceGPU will provide credits to the Customer as outlined in the SLA. The SLA includes:

  • Uptime Guarantee: NiceGPU guarantees 99.9% uptime for its Services.
  • Response Time: NiceGPU commits to responding to support requests within 24 hours.
  • Support Availability: NiceGPU provides support through various channels, including email, chat, and phone.

7. Customer Responsibilities

The Customer agrees to:

  • Use the Services in compliance with all applicable laws and regulations.
  • Maintain the security of their Account credentials.
  • Not engage in any activity that disrupts or harms the Services or other users.
  • Ensure that their use of the Services does not infringe on the rights of third parties.
  • Regularly back up their data to prevent loss.

8. Data Privacy and Security

NiceGPU is committed to protecting the Customer's data. We implement industry-standard security measures to safeguard data from unauthorized access, disclosure, or alteration. The Customer's data will be handled in accordance with our Privacy Policy. NiceGPU will not access or use the Customer's data except as necessary to provide the Services or as required by law. Security measures include:

  • Encryption: Data is encrypted both in transit and at rest.
  • Access Controls: Strict access controls are in place to ensure only authorized personnel can access data.
  • Regular Audits: Regular security audits are conducted to identify and mitigate potential vulnerabilities.

9. Intellectual Property

All intellectual property rights related to the Services are owned by NiceGPU. The Customer is granted a limited, non-exclusive, non-transferable license to use the Services as outlined in this Agreement. The Customer retains ownership of any data or content they upload to the Services. NiceGPU reserves the right to use aggregated and anonymized data for the purpose of improving its Services.

10. Termination

Either party may terminate this Agreement at any time with written notice. Upon termination, the Customer's access to the Services will be revoked, and any outstanding fees will become immediately due. NiceGPU reserves the right to terminate or suspend the Customer's access to the Services for violations of this Agreement. Upon termination, the Customer must cease all use of the Services and delete any software or materials provided by NiceGPU.

11. Limitation of Liability

NiceGPU shall not be liable for any indirect, incidental, or consequential damages arising from the use of the Services. Our total liability under this Agreement shall not exceed the fees paid by the Customer in the preceding six months. The Customer agrees to indemnify and hold NiceGPU harmless from any claims arising from their use of the Services. This limitation of liability applies to all causes of action, including breach of contract, tort, and negligence.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved through binding arbitration in California. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association.

13. Amendments

NiceGPU reserves the right to amend this Agreement at any time. Amendments will be effective upon posting on the NiceGPU website. The Customer's continued use of the Services constitutes acceptance of the amended Agreement. NiceGPU will provide notice of any material changes to this Agreement.

14. Confidentiality

The Customer agrees to keep confidential any proprietary information received from NiceGPU. This includes but is not limited to technical specifications, pricing, and business strategies. Confidential information shall not be disclosed to third parties without the prior written consent of NiceGPU. The confidentiality obligations shall survive the termination of this Agreement.

15. Force Majeure

NiceGPU shall not be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, and natural disasters. In the event of a force majeure, NiceGPU will notify the Customer and make reasonable efforts to resume performance as soon as possible.

16. Data Retention and Deletion

Upon termination of the Services, NiceGPU will retain the Customer's data for a period of 30 days to allow for data retrieval. After this period, NiceGPU will permanently delete the Customer's data from its systems. The Customer is responsible for ensuring they have retrieved all necessary data before the deletion period expires.

17. Compliance with Laws

The Customer agrees to comply with all applicable laws and regulations in their use of the Services. This includes but is not limited to data protection laws, export control laws, and intellectual property laws. NiceGPU reserves the right to terminate the Customer's access to the Services for any violations of applicable laws.

18. Miscellaneous

  • Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.

19. Contact Information

For any questions or concerns regarding this Agreement, please contact NiceGPU at [email protected].

20. Acceptable Use Policy

The Customer agrees to adhere to NiceGPU's Acceptable Use Policy, which outlines prohibited activities and uses of the Services. This includes, but is not limited to, activities that are illegal, harmful, or disruptive to the Services or other users.

21. Service Management

NiceGPU will provide tools and resources for the Customer to manage their use of the Services, including monitoring and reporting capabilities. The Customer is responsible for managing their usage to ensure compliance with this Agreement.

22. Disaster Recovery

NiceGPU will maintain a disaster recovery plan to ensure the continuity of Services in the event of a major disruption. This plan includes data backup, system redundancy, and recovery procedures.

23. Exit Process

Upon termination of the Agreement, NiceGPU will assist the Customer in transitioning their data and applications to another service provider, if requested. This includes providing access to data and ensuring a smooth transition.

24. Audit Rights

NiceGPU reserves the right to audit the Customer's use of the Services to ensure compliance with this Agreement. Audits will be conducted in a manner that minimizes disruption to the Customer's business operations. The Customer agrees to cooperate with NiceGPU during the audit process.

25. Subcontracting

NiceGPU may subcontract certain aspects of the Services to third parties. NiceGPU will remain responsible for the performance of its subcontractors and will ensure that subcontractors comply with the terms of this Agreement.

26. Feedback

NiceGPU welcomes feedback from the Customer regarding the Services. By submitting feedback, the Customer grants NiceGPU a non-exclusive, perpetual, irrevocable, royalty-free license to use, modify, and incorporate the feedback into the Services without restriction.

27. Publicity

The Customer agrees that NiceGPU may use the Customer's name and logo in its marketing materials, including on its website, to identify the Customer as a user of the Services. Any such use will be subject to the Customer's prior written approval.

28. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email to the address provided by the Customer during registration or to the email address of NiceGPU as listed on the NiceGPU website. Notices shall be deemed received 24 hours after the email is sent, unless the sender receives notification that the email address is invalid.

29. Governing Language

This Agreement is written in English, and all communications and notices made or given pursuant to this Agreement shall be in English. If this Agreement is translated into another language, the English version shall prevail in the event of any conflict between the two versions.

30. Independent Contractors

The relationship between NiceGPU and the Customer is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party shall have the authority to bind the other in any manner.

31. Assignment

The Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of NiceGPU. NiceGPU may assign this Agreement without the Customer's consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

32. Survival

The provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to provisions regarding confidentiality, indemnification, limitation of liability, and governing law.

33. Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted assigns and does not confer any rights or benefits on any third party, except as expressly provided herein.

34. Export Compliance

The Customer agrees to comply with all applicable export and import laws and regulations in their use of the Services. The Customer shall not use the Services in any manner that would violate such laws and regulations, including but not limited to exporting or re-exporting data or software in violation of U.S. export control laws.

35. Data Processing Agreement (DPA)

If the Customer processes personal data using the Services, the parties agree to comply with the Data Processing Agreement (DPA) available on the NiceGPU website. The DPA outlines the responsibilities of both parties in relation to the processing of personal data, including compliance with data protection laws.

36. Service Modifications

NiceGPU reserves the right to modify or discontinue the Services, in whole or in part, at any time with or without notice. NiceGPU will make reasonable efforts to notify the Customer of any significant changes to the Services. The Customer's continued use of the Services following any modifications constitutes acceptance of the modified Services.

37. Customer Support

NiceGPU provides customer support for the Services through various channels, including email, chat, and phone. Support is available 24/7, and NiceGPU commits to responding to support requests within 24 hours. The Customer can access support resources and contact information on the NiceGPU website.

38. Training and Resources

NiceGPU offers training and resources to help the Customer effectively use the Services. This includes documentation, tutorials, webinars, and other educational materials. The Customer is encouraged to utilize these resources to maximize the benefits of the Services.

39. Service Monitoring

NiceGPU will monitor the performance and usage of the Services to ensure optimal operation and compliance with this Agreement. Monitoring includes tracking resource usage, system performance, and security incidents. The Customer agrees to allow NiceGPU to collect and use data for monitoring purposes.

40. Incident Management

NiceGPU has an incident management process in place to address any issues that may arise with the Services. This includes identifying, investigating, and resolving incidents in a timely manner. The Customer will be notified of any incidents that may impact their use of the Services.

41. Service Reviews

NiceGPU will conduct regular reviews of the Services to ensure they meet the needs of the Customer and comply with industry standards. Reviews may include assessments of performance, security, and customer satisfaction. The Customer may be invited to participate in service reviews and provide feedback.

NiceGPU will comply with all applicable laws and regulations in the provision of the Services. This includes data protection laws, export control laws, and industry-specific regulations. The Customer agrees to comply with all applicable laws and regulations in their use of the Services.

43. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved through binding arbitration in California. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association.

44. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

45. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent of the parties.

46. Waiver

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. A waiver of any provision of this Agreement must be in writing and signed by the party granting the waiver.

47. Contact Information

For any questions or concerns regarding this Agreement, please contact NiceGPU at support@nicegpu.com.