Logo

PeerMR Terms of Service

These PeerMR Terms of Service (together, the "Agreement") are entered into by Peer Compute and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Services. This Agreement is effective when Customer clicks to accept it (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement.

1. Provision of the Services.

  • 1.1 Services Use. During the Term, Peer Compute will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.
  • 1.2 Admin Console. Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
  • 1.3 Accounts. Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Peer Compute has no obligation to provide multiple accounts to Customer.
  • 1.4 Modifications. (a) To the Services. Peer Compute may make commercially reasonable updates to the Services from time to time. Peer Compute will inform Customer if Peer Compute makes a material change to the Services that has a material impact on Customer's use of the Services provided that Customer has subscribed with Peer Compute to be informed about such change. (b) To the Agreement. Peer Compute may make changes to this Agreement and pricing from time to time. Unless otherwise noted by Peer Compute, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality, or are required by applicable law, in which case they will be effective immediately. Peer Compute will provide at least 90 days' advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Section 8.4 (Termination for Convenience). Customer's continued use of the Services after such material change will constitute Customer's consent to such changes. Peer Compute will post any modification to this Agreement to https://www.peermr.com/terms
  • 1.5 Software. If Peer Compute makes Software available to Customer, including third-party software, Customer's use of any Software is subject to the applicable provisions in the Software's Specific Terms.

2. Payment Terms.

  • 2.1 Online Billing. At the end of the applicable Fee Accrual Period or as otherwise stated by Peer Compute in the Admin Console, Peer Compute will issue an electronic bill to Customer for all charges based on Customer's use of the Services during the applicable Fee Accrual Period. Customer will pay all Fees in the currency stated in the invoice. Customer payment is done via third-party Stripe and is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). Peer Compute will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. Unless required by law, Customer's obligation to pay all Fees is non-cancellable. Peer Compute's measurement of Customer's use of the Services is final. Peer Compute has no obligation to provide multiple bills.
  • 2.2 Taxes. (a) Customer is responsible for any Taxes, and will pay Peer Compute for the Services without any reduction for Taxes. If Peer Compute is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Peer Compute, unless Customer provides Peer Compute with a timely and valid tax exemption certificate in respect of those Taxes. (b) Customer will provide Stripe with any applicable tax identification information that Peer Compute may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Peer Compute for) any taxes, interest, penalties, or fines arising out of any mis- declaration by Customer.
  • 2.3 Payment Disputes & Refunds. Any payment disputes must be submitted in good faith before the payment due date. If Peer Compute, having reviewed the dispute in good faith, determines that certain billing inaccuracies are attributable to Peer Compute, Peer Compute will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Peer Compute will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds given by Peer Compute for billing inaccuracies under this Section will only be in the form of credit for the Services. Nothing in this Agreement obligates Peer Compute to extend credit to any party.
  • 2.4 Delinquent Payments; Suspension. Late payments (which, for clarity, do not include amounts subject to a good faith payment dispute submitted before the payment due date), may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Peer Compute in collecting such delinquent amounts. Further, in the event of any late payment for the Services, Peer Compute may Suspend the Services.
  • 2.5 No Purchase Order Number Required. Customer is obligated to pay all applicable Fees without any requirement for Peer Compute to provide a purchase order number on Peer Compute's invoice (or otherwise).

3. Customer Obligations.

  • 3.1 Compliance. Customer will (a) ensure that Customer use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Peer Compute of any unauthorized use of, or access to, the Services, Account, or Customer's password of which Customer becomes aware. Peer Compute reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications, Customer Data, or Projects.
  • 3.2 Privacy. Customer is responsible for any consents and notices required to permit (a) Customer's use and receipt of the Services and (b) Peer Compute's accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
  • 3.3 Restrictions. Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service-specific usage limits or quotas; (iv) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network; (v) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR) maintained by the United States Department of State; (vi) in a manner that breaches, or causes the breach of, Export Control Laws; or (vii) to transmit, store, or process health information subject to United States HIPAA regulations except as permitted by an executed HIPAA BAA.
  • 3.4 Documentation. Peer Compute may provide Documentation for Customer's use of the Services.
  • 3.5 Copyright. Peer Compute responds to notices of alleged copyright infringement and terminates the Accounts of repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act.

4. Suspension.

  • 4.1 AUP Violations. If Peer Compute becomes aware that Customer's or any End User's use of the Services violates the AUP, Peer Compute will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Peer Compute's request, then Peer Compute may Suspend all or part of Customer's use of the Services until the violation is corrected.
  • 4.2 Other Suspension. Notwithstanding Section 4.1 (AUP Violations), Peer Compute may immediately Suspend all or part of Customer's use of the Services if (a) Peer Compute reasonably believes Suspension is needed to protect the Services, Peer Compute’s infrastructure supporting the Services, or any other customer of the Services (or their end users); (b) there is suspected unauthorized third-party access to the Services; (c) Peer Compute reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Section 3.3 (Restrictions). Peer Compute will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer's request, Peer Compute will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.

5. Intellectual Property Rights; Protection of Customer Data; Feedback.

  • 5.1 Intellectual Property Rights. Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer retains all Intellectual Property Rights in Customer Data and Customer Applications, and Peer Compute retains all Intellectual Property Rights in the Services and Software.
  • 5.2 Protection of Customer Data. Peer Compute will only access, use, and otherwise process Customer Data in accordance with the privacy policy and will not access, use, or process Customer Data for any other purpose. Peer Compute has implemented and will maintain technical, organizational, and physical measures to protect Customer Data, as further described in the privacy policy.
  • 5.3 Customer Feedback. At its option, Customer may provide feedback or suggestions about the Services to Peer Compute ("Feedback"). If Customer provides Feedback, then Peer Compute and its Affiliates may use that Feedback without restriction and without obligation to Customer.

6. Confidential Information.

  • 6.1 Obligations. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information.
  • 6.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient ay also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

7. Term and Termination.

  • 7.1 Agreement Term. The term of this Agreement (the "Term") will begin on the Effective Date and continue until the Agreement is terminated as stated in this Section 8 (Term and Termination).
  • 7.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
  • 7.3 Termination for Inactivity. Peer Compute reserves the right to terminate the provision of the Services to a Project upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Project has had no network activity and (b) such Project has not incurred any Fees for such Services.
  • 7.4 Termination for Convenience. Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Peer Compute may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer.
  • 7.5 Termination Due to Applicable Law; Violation of Laws. Peer Compute may terminate this Agreement immediately on written notice if Peer Compute reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Peer Compute to violate any Anti-Bribery Laws or Export Control Laws.
  • 7.6 Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Peer Compute are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.

8. Publicity.

Customer may state publicly that it is a Peer Compute customer and display Peer Compute Brand Features. Peer Compute may use Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

9. Representations and Warranties.

Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.

10. Disclaimer.

Except as expressly provided for in the Agreement, Peer Compute does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.

11. Limitation of Liability.

  • 11.1 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 12.3 (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
  • 11.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability, except Peer Compute’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $5,000.
  • 11.3 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party's Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Section 13 (Indemnification); (c) its infringement of the other party's Intellectual Property Rights; (d) its payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.

13. Miscellaneous.

  • 13.1 Notices. Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Peer Compute must be sent to contact@peercompute.com (mailto:contact@peercompute.com). Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
  • 13.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.
  • 13.3 Assignment. Neither party may assign any part of this Agreement without the written consent of the other.
  • 13.4 Change of Control. If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
  • 13.5 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
  • 13.6 Subcontracting. Peer Compute may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
  • 13.7 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
  • 13.8 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
  • 13.9 Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
  • 13.10 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
  • 13.11 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
  • 13.12 U.S. Governing Law. (a) For U.S. City, County, and State Government Entities. If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue. (b) For U.S. Federal Government Entities. If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF CALIFORNIA (EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN SANTA CLARA COUNTY, CALIFORNIA. (c) For All Other Entities. If Customer is any entity not identified in Section 14.12(a) (U.S. Governing Law for U.S. City, County, and State Government Entities) or (b) (U.S. Governing Law for Federal Government Entities), then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY TEXAS LAW, EXCLUDING THAT STATE'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF A COUNTY IN TEXAS; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
  • 13.13 Amendments. Except as stated in Section 1.4(b) (Modifications: To the Agreement) any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
  • 13.14 Survival. The following Sections will survive expiration or termination of this Agreement: Section 2 (Payment Terms), Section 5 (Intellectual Property Rights; Protection of Customer Data; Feedback), Section 6 (Confidential Information), Section 7.6 (Effect of Termination), Section 10 (Disclaimer), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 13 (Miscellaneous).
  • 13.15 Entire Agreement. This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, Peer Compute may provide an updated URL in place of any URL in this Agreement.
  • 13.16 Headers. Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
  • 13.17 Conflicting Languages. If this Agreement is translated into any language other than English, and there is a discrepancy between the English text and the translated text, the English text will govern unless expressly stated otherwise in the translation.
  • 13.18 Definitions.
    • "Account" means Customer's PeerMR account.
    • "Admin Console" means the online console(s) or dashboard provided by Peer Compute to Customer for administering the Services.
    • "Anti-Bribery Laws" means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties./
    • "AUP" means Acceptable Use Policy Use of the Services is subject to this Acceptable Use Policy. Capitalized terms have the meaning stated in the applicable agreement between Customer and Peer Compute. Customer agrees not to, and not to allow third parties to use the Services: to violate, or encourage the violation of, the legal rights of others; to engage in, promote or encourage illegal activity, including child sexual exploitation, child abuse, or terrorism or violence that can cause death, serious harm, or injury to individuals or groups of individuals; for any unlawful, invasive, infringing, defamatory or fraudulent purpose including Non-consensual Explicit Imagery (NCEI), violating intellectual property rights of others, phishing, or creating a pyramid scheme; to distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; to gain unauthorized access to, disrupt, or impair the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Services, Software, or the equipment used to provide the Services; to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements, or other solicitations (“spam”); or to use the Services, or any interfaces provided with the Services, to access any other Peer Compute product or service in a manner that violates the terms of service of such other Peer Compute product or service.
    • "BAA" or "Business Associate Agreement" is an amendment to the Agreement covering the handling of Protected Health Information (as defined in HIPAA). "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
    • "Confidential Information" means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer's Confidential Information.
    • "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
    • "Customer Application" means a software program that Customer creates or hosts using the Services.
    • "Customer Data" means data provided to Peer Compute by Customer or End Users through the Services under the Account, and data that Customer or End Users derive from that data through their use of the Services.
    • "Documentation" means the Peer Compute documentation (as may be updated from time to time) in the form generally made available by Peer Compute to its customers for use with the Services at https://storage.googleapis.com/peermr.com/book/introduction.html.
    • "End Users" means the individuals who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
    • "Export Control Laws" means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
    • "Fee Accrual Period" means a calendar month or another period specified by Peer Compute in the Stripe console.
    • "Fees" means the applicable fees for each Service, or Software plus any applicable Taxes.
    • "Peer Compute API" means any application programming interface provided by Peer Compute as part of the Services.
    • "High Risk Activities" means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
    • "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it. "including" means including but not limited to.
    • "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
    • "Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
    • "Liability" means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
    • "Notification Email Address" means the email address(es) associated with the Customer in the Admin Console.
    • "Project" means a collection of PeerMR resources configured by Customer via usage of PeerMR.
    • "Software" means any downloadable tools, software development kits, or other such computer software provided by Peer Compute in connection with the Services, and any updates Peer Compute may make to such Software from time to time, excluding any Third-Party Offerings.
    • "Suspend" or "Suspension" means disabling or limiting access to or use of the Services or components of the Services.
    • "Taxes" means all government-imposed taxes, except for taxes based on Peer Compute's net income, net worth, asset value, property value, or employment.
    • "Term" has the meaning stated in Section 7.1 (Agreement Term) of this Agreement.
    • "Third-Party Offerings" means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software, (b) offerings identified in the "Third-Party Terms" section of the Service Specific Terms, and (c) third-party operating systems.
    • "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
      • "URL Terms" means, collectively, the AUP.
  • 13.19 U.S. Federal Agency Users. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.