This Agreement is made between ThroughPuter, Inc. (“Provider”) and you, including any organization, affiliation or entity you work for or represent (“Subscriber"). Subscriber acknowledges and accepts these terms by subscribing to the metered subscription option (“Subscription”) for the Estimator™ streaming machine learning microservice ("the Service" or “Estimator” or “microservice).
Subscriber acknowledges that it has had sufficient opportunity, e.g., via offered model applications and trial subscription, to experiment with, test and validate relevant aspects of Estimator in order to make an informed decision to enter to the metered subscription agreement.
A valid credit card is required to initiate a metered subscription and for Subscriber account re-charge payments. Subscriber’s account may be deactivated if Subscriber’s account balance reaches zero.
The per call rate for the Service is $0.001 per each Object sent by Subscriber’s applications to the Estimator, whether for training or object property prediction (or any other) purpose. The term Object refers to a digital feature vector, generated by an Estimator calling application, in which one of the vector components is a property to predicted based on, e.g., the other components of the vector. When Subscriber’s account balance falls below $100, Subscriber’s credit card will be charged a $100 re-charge payment. If needed to keep the re-charge frequency to at most once per hour, the actual recharge amount may be adjusted upwardly accordingly. Subscriber understands that the metered Subscription is intended for average microservice call rates of approximately 1 object/second or less, and acknowledges that dedicated microservice instance based subscription is generally recommended for usage rates of 0.5 object/second or greater. ThroughPuter provides no assurances concerning the reliability, quality or availability of the Service under the metered subscription option.
Provider does not store or otherwise maintain any copies any of the objects Subscriber provides to the Service.
Subscriber acknowledges that Provider may modify the Service, including its pricing, at any time. Provider will use its best efforts to notify Subscriber in advance of any such modification. Provider will not charge Subscriber for any Services during any period of unavailability. If any modification and/or any other event or action materially and adversely affects the Service or Subscriber’s use thereof, Subscriber’s sole remedy will be cancellation of Subscriber’s subscription.
Subscriber may discontinue use of the Service at any time.
Subscriber understands that the quality of the output, including predictions, of the Service is dependent on the training data provided by Subscriber. Accordingly, access to and use of the Service is entirely at Subscriber’s risk. Subscriber agrees to hold harmless and indemnify Provider, and its subsidiaries, affiliates, officers, directors, agents, employees, licensors, suppliers, or partners from and against any third party claims, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature arising from or in any way related to (a) the data Subscriber provides to the Service, (b) the quality or character or the predictions produced by the Service based on Subscriber’s data, or (c) Subscriber’s violation of applicable laws, rules or regulations in connection with the Service, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
THE SERVICE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SERVICE.
Provider grants Subscriber a personal, worldwide, non-transferable, and non-exclusive right and license to use the Service subject to these Terms; provided that Subscriber or any third party enabled by Subscriber does not copy, modify, create a derivative work of, reverse engineer, or otherwise attempt to discover any source code that is not expressly open-sourced by Provider, sell, assign, sublicense, or otherwise transfer any right to the Service or Provider intellectual property. Subscriber acknowledges and agrees that the Service may comprise, contain or involve proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. Provider retains all rights not expressly granted to Subscriber in this Agreement including all right, title, and interest in and to the Service and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual property and proprietary rights.
Subscriber must use the Services in compliance with applicable law. Subscriber may not use the Service in connection with any illegal or abusive activities, as determined by Provider in its reasonable discretion, or in violation of the AWS Acceptable Use Policy available at https://aws.amazon.com/aup/ or other applicable location determined by the underlying hosting provider.
The stated fees do not include any sales, use, VAT or like taxes (“Sales Tax”). Subscriber must pay any applicable Sales Tax that is properly charged and/or invoiced by Provider.
Subscriber agrees that Subscriber will not assert, or authorize, assist, or encourage any third party to assert, against Provider or any of its affiliates, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Service or any of Provider’s other products or services that Subscriber uses.
The Order and these Services Terms are governed by and should be interpreted under the laws of the Commonwealth of Virginia, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Act.
Each party agrees that it will not file a lawsuit or other legal action in connection with the Service, the Subscription, or these Services Terms, unless it has first given the other party written notice of the dispute and attempted to resolve the dispute through good faith negotiation.
Each party represents that it has validly entered into this Agreement and has the legal power to do so. The individual submitting the Order represents that: (i) if the individual submits the Order on his or her own behalf (including as a sole proprietor), the individual is old enough to enter into contracts and otherwise has the legal capacity to enter into contracts under applicable law; or (ii) if the individual submits the Order on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and these Service Terms.
Provider may update these Terms in the future and provide Subscriber with notices, including changes to the Terms, by email, regular mail, or postings regarding the Service. By providing Provider with Subscriber’s email address, Subscriber consents to Provider using this email address to send Subscriber any notices required by law in lieu of communication by postal mail.