Terms of Service

Updated
February 23, 2024

1. AGREEMENT TO TERMS

If you do not agree and comply with all of these Terms of Use, then you are expressly prohibited from using the site and/or the marketplace offerings. These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Prime Intellect Inc. ("Company", "we", "us", or "our"), concerning your access to and use of the Prime Intellect.ai website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood, and agree to be bound by all of these Terms of Use. We are registered in Delaware, United States and have our registered office at 1111B S Governors Ave STE 7703, Dover, DE 19904. The Site provides an online marketplace for the following goods, products, and/or services: cloud services, compute instances, storage, and software products (the "Marketplace Offerings"). Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

2. EXPORT CONTROL

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. The Site is not tailored to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). Therefore, if your interactions are subject to such laws, you may not use this Site. Additionally, you may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA). The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or use the Marketplace Offerings. The Services are subject to U.S. and international export control and economic sanctions laws. You agree to comply with all such laws and regulations, including obtaining any required licenses. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to a U.S. government embargo or designated as a state sponsor of terrorism. You agree to comply with all applicable export control and economic sanctions laws and regulations, including the Export Administration Regulations (EAR), trade and economic sanctions maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR). You represent and warrant that you and your financial institutions, or any party that owns or controls you or your financial institutions, are not designated on any list of prohibited or restricted parties by the United Nations Security Council, the U.S. Government (e.g., OFAC’s Specially Designated Nationals List), the European Union or its member states, or other applicable government authorities. You may not use the Services from a country subject to a U.S. Government embargo, or in violation of any export law, or to export, re-export, or transfer any content or software to prohibited or restricted parties or countries. Prime Intellect prohibits the use of its services from or to the following countries:

China
Iran
North Korea
Syria
Cuba
Crimea region of Ukraine.

You are responsible for ensuring that any content or software you export, and your use of the Services comply with all applicable laws, including export control and sanctions laws. Violation of export control or sanctions laws can result in severe penalties, including fines and imprisonment. Prime Intellect will not be liable for any penalties you may incur due to non-compliance with these laws.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site and the Marketplace Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

4. USER REPRESENTATIONS

By using the Site or the Marketplace Offerings, you represent and warrant that:

All registration information you submit will be true, accurate, current, and complete
You will maintain the accuracy of such information and promptly update such registration information as necessary

You have the legal capacity and you agree to comply with these Terms of Use
You will not access the Site or the Marketplace Offerings through automated or non-human means, whether through a bot, script or otherwise
You will not use the Site for any illegal or unauthorized purpose
Your use of the Site or the Marketplace Offerings will not violate any applicable law or regulation

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site. You may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content will result in immediate termination of your account and a lifetime ban from use of the Site. We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.

5. USER REGISTRATION

We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.

6. PURCHASES AND PAYMENT

You may be required to register with the Site in order to access the Marketplace Offerings. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

6. MARKETPLACE OFFERINGS

7. PURCHASES AND PAYMENT

We accept the following forms of payment: Stripe and Crypto.com. You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars. You agree to pay all charges at the prices then in effect and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

8. REFUNDS POLICY

All sales are final and no refund will be issued.

9. PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. We reserve the right to suspend or terminate your account, and to refuse any and all current or future use of the Site, should you breach any of the following provisions in any manner:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
Circumvent, disable, or otherwise interfere with security-related features of the Site
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site
Use any information obtained from the Site in order to harass, abuse, or harm another person
Make improper use of our support services or submit false reports of abuse or misconduct
Use the Site in a manner inconsistent with any applicable laws or regulations
Engage in unauthorized framing of or linking to the Site
Upload or attempt to upload or to transmit viruses, Trojan horses et al., or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Marketplace Offerings
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools
Delete the copyright or other proprietary rights notice from any Content
Attempt to impersonate another user or person or use the username of another user

Upload or attempt to upload or to transmit any material that acts as a passive or active information collection or transmission mechanism sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms"
Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to you
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site
Copy or adapt any of the Site’s software or any other code in any way
Launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software
Use a buying agent or purchasing agent to make purchases on the Site
Make any unauthorized use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses
You are prohibited from using the Marketplace Offerings in any manner that competes with our services
You may not use the Site to advertise or offer to sell any goods or services
You are prohibited to sell or otherwise transfer your profile to any other party

10. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (the "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every

such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use
Your Contributions are not false, inaccurate, or misleading
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us)
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone
Your Contributions are not used to harass or threaten any other person and to promote violence against a specific person or class of people
Your Contributions do not violate any applicable law, regulation, or rule
Your Contributions do not violate the privacy or publicity rights of any third party
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site and the Marketplace Offerings.

11. CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings). By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

12. SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (a “Third-Party Account”) by either providing your Third-Party Account login information through the Site or allowing us to access your Third-Party Account as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account without breaching any terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or subjecting us to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that:

We may access, make available, and store any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account
We may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account
Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site
If a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site
You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time
Your relationship with the third-party service providers associated with your Third-Party Accounts is governed solely by your agreement(s) with such third-party service providers
We make no effort to review any Social Network Content for any purpose, including accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content

You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for identifying and informing you of those contacts who have also registered to use the Site. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings. We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

13. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

14. THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site or the Marketplace Offerings) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

15. SITE MANAGEMENT

We reserve the right, but not the obligation, to:

Monitor the Site for violations of these Terms of Use
Take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities
In our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any of your Contributions or any portion thereof
In our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems
Otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings

16. PRIVACY POLICY

We care about data privacy and security. By using the Site or the Marketplace Offerings, you agree to be bound by our Privacy Policy. Be advised the Site and the Marketplace Offerings are hosted in the United States. If you access the Site or the Marketplace Offerings from any other region of the world with laws or other requirements governing personal data collection, use, ordisclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States. The following provisions constitute the Privacy Policy and include:

We collect and use personal data in accordance with our Privacy Policy, which details the types of data we collect, the purposes for which it is used, and your rights regarding your personal data
Your data may be processed and stored in various locations around the world, and we comply with applicable data protection laws in these jurisdictions to ensure the protection of your personal data
Prime Intellect uses AWS data centers located in the United States to store and process Customer Data
You have the right to access, correct, delete, or restrict your personal data. You may also object to certain processing activities and request data portability
We employ a variety of security measures aligned with industry standards to protect your data, including encryption, access controls, and regular security assessments
We may share your personal data with third parties, such as service providers or for legal reasons, under strict conditions to ensure your data remains protected
All third parties are obligated to protect your data in accordance with our Privacy Policy and applicable laws
In the event of a data breach that may affect your personal data, we will notify you without undue delay and provide information on the nature of the breach, the data involved, and the measures we are taking to address it
Upon termination of your Account, we will delete or anonymize your personal data within a commercially reasonable time period, unless otherwise required by law
We may retain certain data in backup systems for the period necessary for legitimate business purposes or as required by law
You are responsible for ensuring that any content or software you export, and your use of the Services comply with all applicable laws, including export control and sanctions laws
Violation of export control or sanctions laws can result in severe penalties, including fines and imprisonment, Prime Intellect, Inc., will not be liable for any penalties you may incur due to non-compliance with these laws

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

17. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. Without limiting any other provision of these Terms of Use, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Marketplace Offerings to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Use or of any applicable law or regulation. We may terminate your use or participation in the Site and the Marketplace Offerings or delete your account and any content or information that you posted at any time, without warning, at our sole discretion. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings. We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.

19. GOVERNING LAW

These Terms of Use and your use of the Site and the Marketplace Offerings are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles.

20. DISPUTE RESOLUTION

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), available at www.adr.org. Arbitration fees and arbitrator compensation will be governed by the AAA Consumer Rules. The arbitration may be conducted in person, through documents, by phone, or online. The arbitrator’s decision will be in writing and must follow applicable law. The arbitration will take place in Delaware, unless otherwise required by AAA rules or applicable law. The Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the arbitrator’s award. If a Dispute proceeds in court rather than arbitration, it will be in the state and federal courts in Delaware, and the Parties consent to personal jurisdiction and venue there. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) do not apply. If this provision is illegal or unenforceable, the Dispute will be decided by a court of competent jurisdiction in Delaware. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually, with no right for class-action arbitration or representative capacity claims. Exceptions to informal negotiations and arbitration include Disputes concerning intellectual property rights, theft, piracy, invasion of privacy, unauthorized use, and claims for injunctive relief. If this provision is illegal or unenforceable, the Dispute will be decided by a court of competent jurisdiction in Delaware.

21. CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

22. DISCLAIMER

The site and the marketplace offerings are provided on an as-is and as-available basis. You agree that your use of the site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the site and the marketplace offerings and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the site’s content or the content of any websites linked to the site and we will assume no liability or responsibility for:

Errors, mistakes, or inaccuracies of content and materials
Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site
Unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein
Any interruption or cessation of transmission to or from the site or the marketplace offerings
Bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party

Any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the site.

We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

23. LIMITATIONS OF LIABILITY

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the site or the marketplace offerings, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising or $500.00 USD. Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

23. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:

Use of the Marketplace Offerings
Breach of these Terms of Use
Breach of your representations and warranties set forth in these Terms of Use
Violation of the rights of a third party, including but not limited to intellectual property rights
Any overt harmful act toward any other user of the Site or the Marketplace Offerings with whom you connected via the Site

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to:

Receive electronic communications
All agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing
The use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the site
Waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means

26. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

27. ACCEPTANCE AND COMPLIANCE WITH THIRD-PARTY CLOUD PROVIDER TERMS

By agreeing to these Terms and Conditions, you explicitly agree to the terms and conditions of any cloud service providers we may utilize to provide computing resources. It is your responsibility to read and adhere to the terms and conditions of these cloud service providers independently. We will inform you of the selected provider at the time of resource selection, but you must review and comply with their rules and regulations on your own.

28. MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Marketplace Offerings. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use. By using the Prime Intellect service as a Host (A user who signs up for an account on the Prime Intellect platform to list their physical hardware for leasing) to clients (A user who signs up for an account on the Prime Intellect platform to browse or rent from the available list of host hardware offerings), you agree that you will not attempt to inspect, view, or interact with client containers in any way. This includes, but is not limited to, inspecting logs, files, system memory, and network traffic. By using the Prime Intellect service as a Client, you agree to use the platform for your own gain and not to the detriment of others. This means you will not engage in behaviors including, but not limited to, sabotaging Host machines, viewing unlawful or restricted materials through Host machines, or attempting to gain access to Host hardware you have not paid for. Prime Intellect Inc will not be held liable for any actions deemed unlawful by a Host or Client. Prime Intellect Inc does not police or enforce what Hosts or Clients do on rented hardware; it simply brokers and automates interactions between the two parties.

29. CONTACT US

In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:

Prime Intellect, Inc.1111B S Governors Ave STE 7703 Dover, DE 19904 United States

‍service@Prime Intellect.ai