The purpose of these Terms of Service (TOS) is to outline the conditions under which you may access and use SCS’s Platform. These terms establish mutual responsibilities to promote the secure and responsible use of our services.
These TOS apply to all users of SCS’s services. In cases where a separate Master Supply Agreement (MSA) exists, the terms of the MSA will take precedence over any conflicting provisions in these TOS.
Intellectual Property Rights means all existing and future copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this Agreement both in Australia and throughout the world. For the avoidance of doubt, this does not include any intellectual property rights which have been open sourced or are subject to any creative commons licensing.
This TOS governs the use of SCS’s infrastructure management services for AI development and deployment. By accessing or using the Service, you agree to the terms herein.
SCS provides cloud infrastructure management, professional services, software, and support services for AI model training and deployment. These services are provided based on subscription tiers, and usage may be subject to limitations or additional terms specified in an order form or online documentation.
Customer agrees to pay the fees as outlined on our pricing page based on the chosen subscription tier. Prices may be updated by SCS at any time, and changes will apply immediately. Payment will be charged depending on the usage plan and type of service:
a) In advance.
b) At a time determined by SCS following consumption
c) At a threshold to maintain an account balance.
d) At a threshold depending on consumption.Periodically for subscriptions.
Subscriptions are provided on a time basis specified when ordering. Subscriptions automatically renew for additional terms unless either party provides a non-renewal notice at least 30 days before the end of the current subscription period.
SCS operates globally distributed systems, including GPUs, large-scale storage, networking, and compute systems, particularly in multi-provider and marketplace environments. These systems are inherently complex and may experience instability. Within this context, SCS will use commercially reasonable efforts to ensure the availability and performance of the Service.If SCS fails to meet this standard of service availability, as outlined in the Service Level Agreement (SLA), for either:
a) Two consecutive months, or
b) More than three months within a 12-month period,
The Customer may terminate the agreement and will be entitled to a prorated refund of any prepaid fees. However, any amount required to cover undebited usage or fees held in relation to violations of the Acceptable Use Policy (AUP) will be deducted from this refund.
Service Level Description
- Target Availability: 95%
- Calculation Methodology: See below
Calculation Methodology – Availability Service Level
The Availability Service Level is calculated as follows:
Availability = Uptime/(Total number of minutes in the month minus Downtime)
Where:
Downtime: The total number of minutes the Cloud Service was not available, excluding periods due to:
a) Force Majeure events,
b) Routine maintenance, or
c) Urgent maintenance.
Uptime: The total number of minutes in the month that the Cloud Service was available, as determined by SCS.
a) SCS Ownership: SCS retains all intellectual property rights in the Service, including software, documentation, and related materials. Any modifications or enhancements made to these materials remain the exclusive property of SCS.
b) Customer Ownership: Customer retains ownership of any models, data, or content they upload to the Service. By using the Service, Customer grants SCS the right to use anonymized, aggregated data for improving and maintaining the Service.
c) In the event SCS provides any assistance to the customer any IP created by SCS in providing that assistance is owned by SCS.
Customer agrees to the following restrictions:
a) You may not reverse engineer, decompile, or disassemble any part of the Service or software.
b) You may not sublicense, rent, or resell the Service to any third party without SCS’s written consent.
c) You must use the Service in compliance with all applicable laws and must not engage in illegal activities while using the Service.
d) You must comply with the Acceptable Use Policy (AUP) at all times during any use of the Service or any other offerings from SCS.
Actual or suspected non-compliance with the AUP could result in all platform prepayments being frozen and held to facilitate any indemnification and a restriction, total freeze or total cancellation of access to the Platform, along with deletion or archiving of any or all data and any other information relating to your usage of the Platform.
During the subscription period, SCS will provide technical support as outlined in the SLA. SCS may offer updates and upgrades to the software, which may include bug fixes, new features, or enhancements. Some upgrades may incur additional fees.
Both SCS and Customer agree to maintain the confidentiality of proprietary information shared under this agreement. Customer data will be processed according to SCS’s privacy policy and applicable data protection laws. Customer is responsible for securing account credentials and must immediately notify SCS in case of any breach.
By using the Service, you authorize SCS to process data as necessary to provide the Service. Customer is responsible for ensuring that their use of the Service complies with applicable data protection and privacy laws, including GDPR, if applicable.
Neither party shall solicit or hire the other party’s employees during the term of the agreement and for six months following its termination without prior written consent. This provision does not apply to employees who respond to general employment advertisements.
Either party may terminate this agreement:
a) For Material Breach: Either party may terminate if the other party materially breaches the Agreement and fails to remedy the breach within 30 days of receiving written notice specifying the breach and the required remedy.
b) Insolvency: Either party may terminate the Agreement immediately if the other party becomes insolvent, enters into bankruptcy, or ceases operations.
Upon termination, Customer will lose access to the Service, and SCS will delete Customer's data within 60 days, unless otherwise required by law. Prepaid fees will only be refunded once final accounts are settled and no further charges are pending, except where held in relation to an actual or potential violation of the Acceptable Use Policy (AUP).
If the Customer terminates the Service for any reason other than a material breach by SCS, refunds will be handled as follows:
a) For Consumption-Based Services (e.g., compute/platform fees): Prepaid fees for usage-based services will be refunded after final accounts are settled unless the services were reserved.
b) For Pre-Commitments (e.g., reserved instances): Prepaid fees for these services are non-refundable. The Customer will not receive any refunds for the remainder of the subscription term.
SCS will provide no refund unless stipulated in the Service Level Agreement (SLA) or in the case of force majeure.
a) SCS Warranty: SCS warrants that the Service will be provided with due care and skill. However, SCS does not guarantee that the Service will be uninterrupted or error-free.
b) Customer Warranty: Customer warrants that they have the rights to use any content, models or data uploaded to the Service and that their use of the Service will comply with all applicable laws.
Customer agrees to indemnify and hold SCS harmless from any third-party claims, damages, or liabilities arising from Customer’s use of the Service, including any violation of laws, our Acceptable Use Policy, or infringement of third-party rights. SCS agrees to indemnify Customer for any claims that the Service infringes on any intellectual property rights of a third party.
a) SCS's Liability: SCS's liability for all claims arising from this agreement is limited to the amount Customer paid for the Service in the 12 months preceding the claim.
b) Customer's Liability: Customer agrees to hold SCS harmless for any third-party claims resulting from Customer’s use of the Service.Neither party will be liable for indirect, incidental, or consequential damages.
SCS reserves the right to modify or update the Service at any time. Significant changes will be communicated to the Customer with at least 30 days' notice. Any changes in fees or service features will take effect in the subsequent subscription period.
All fees are exclusive of taxes. Customer is responsible for paying any applicable taxes related to their use of the Service, including but not limited to GST, VAT, or sales tax. SCS will itemize and include such taxes on invoices.
SCS maintains appropriate insurance coverage for its business, including liability insurance. Customer is not required to maintain any specific insurance for using the Service.
Neither party will be responsible for delays or failures to perform their obligations due to events outside their reasonable control, including natural disasters, strikes, pandemics, or government actions. If such an event continues for more than 30 consecutive days, either party may terminate the agreement with written notice.
In the event of a dispute, both parties agree to first attempt to resolve the issue through good-faith negotiations. If the dispute remains unresolved, it may be brought before the courts of Delaware, which will have exclusive jurisdiction over the matter.
This agreement is governed by the laws of the State of Delaware, and any legal action related to the agreement will be brought in the state or federal courts located in Delaware.
a) Assignment: Neither party may assign their rights or obligations under this agreement without the other party's prior written consent.
b) Modifications: Any changes to this agreement must be in writing and signed by both parties.
c) Severability: If any provision of this agreement is found to be unenforceable, the remaining provisions will remain in full effect.
