GPU Agency - Terms of Use
Effective Date: February 1, 2025
Welcome to GPU Agency! These Terms of Use ("Terms") govern your use of the website gpuagency.com and all associated websites or webpages with the gpuagency.com, gpu.agency, gpuagency.ai or thegpuagency.com domains or published by us (the "Website"), as well as any online marketplace (the "Marketplace") for cloud services, compute instances, storage, and software products (the "Marketplace Offerings") operated by GPU Agency LLC ("GPU Agency," "we," "us," "our"), and requests for quotes for GPU infrastructure ("GPU Infrastructure Requests for Quote RFQ"). The Website, Marketplace, and the Marketplace Offerings are collectively referred to as the "Services." These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and GPU Agency LLC concerning your access to and use of the Services. By accessing the Services, you agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE USE.
1. Eligibility
- 1.1 You must be at least 18 years old to use the Services.
- 1.2 If you are using the Services on behalf of an organization, you warrant that you have the authority to bind the organization to these Terms.
- 1.3 If applicable law prohibits your access to the Services, you must immediately cease use.
2. General Use of the Services
- 2.1 Website & Marketplace Access: You are granted a limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to access and use the Services for lawful purposes.
- 2.2 Marketplace Offerings: Marketplace Offerings may be sold by GPU Agency or third-party Offerors. We do not warrant the quality, availability, or compliance of Marketplace Offerings.
- 2.3 GPU Infrastructure Request for Quote RFQ: By submitting a GPU Infrastructure Request for Quote RFQ, you agree not to circumvent GPU Agency by engaging directly with sourced Infrastructure Providers for three (3) years. Circumvention will result in a penalty equal to 100% of the fees GPU Agency would have earned.
3. User Accounts
- 3.1 You must provide accurate information and maintain account security. You are responsible for all activity on your account.
- 3.2 GPU Agency reserves the right to suspend or terminate accounts for violation of these Terms or otherwise unauthorized use of the Services.
4. Prohibited Conduct
You may not:
- Use the Services for illegal activities, including unauthorized crypto mining.
- Scrape, hack, or reverse engineer any part of the Services.
- Use AI models for unethical purposes (e.g., deepfakes, surveillance without consent).
- Share GPU Agency's pricing, quotes, or confidential business data with competitors.
- Violate intellectual property rights associated with the Services or Marketplace Offerings.
5. Payment, Refund & Chargebacks
- 5.1 All sales are final. You agree that GPU Agency may charge for Services immediately upon purchase.
- 5.2 You agree not to initiate chargebacks without first attempting to resolve the issue with GPU Agency.
- 5.3 GPU Agency reserves the right to suspend or terminate accounts for payment disputes or fraudulent transactions.
6. Confidentiality & Non-Cicumvention
- 6.1 You agree to keep GPU Agency's confidential information private.
- 6.2 The non-circumvention clause applies for three (3) years following the submission of a GPU Infrastructure Requests for Quote RFQ.
- 6.3 Any breach of confidentiality may result in legal action and immediate termination of Services.
7. Intellectual Property Rights
- 7.1 GPU Agency and its licensors retain all intellectual and proprietary rights in the Services, including trademarks, copyrights, and software.
- 7.2 Users may not modify, distribute, reproduce, or exploit any content from the Services without explicit written permission.
- 7.3 Violation of intellectual property rights may result in legal action.
8. Limitation of Liability
- 8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, GPU AGENCY'S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO GPU AGENCY IN THE PAST SIX (6) MONTHS.
- 8.2 GPU Agency is not responsible for third-party Marketplace Offerings, pricing errors, or outages.
- 8.3 GPU Agency is not liable for indirect, incidental, or consequential damages, including but not limited to lost profits, data breaches, or service disruptions.
9. Indemnification
You agree to defend, indemnify, and hold harmless GPU Agency, its affiliates, employees, and partners from any claims arising from:
- Your use or misuse of the Services.
- Your AI model outputs infringing intellectual property rights.
- Any regulatory fines resulting from your use of the Services.
- Any unauthorized transactions, including fraudulent purchases made under your account.
10. Governing Law & Dispute Resolution
- 10.1 These Terms are governed by the laws of California, with disputes resolved through binding arbitration in Santa Clara County, California under AAA Commercial Arbitration Rules.
- 10.2 CLASS ACTION WAIVER: You waive any right to participate in class actions or class arbitrations.
- 10.3 Any disputes must be filed with one (1) year from the date of the cause of action.
11. Third-Party Content & Services
- 11.1 GPU Agency is not responsible for the content, products, or services provided by third parties, including Marketplace Offerings.
- 11.2 Your interactions with third parties, including payments and transactions, are solely between you and the third party.
- 11.3 GPU Agency disclaims any liability arising from third-party engagements.
12. Force Majeure
GPU Agency shall not be liable for any failure or delay due to causes beyond its control, including natural disasters, cyberattacks, regulatory changes, and government actions.
13. Modifications to Terms
GPU Agency reserves the right to update these Terms at any time. Continued use of the Services after updates constitutes acceptance of the revised Terms.