These Terms of Use (“Terms”) constitute a legally binding agreement made between You, whether personally or on behalf of an entity (“you”) and RunPod, Inc. (“RunPod”, “we”, “us”, or “our”), concerning your access to and use of the runpod.io website and its subdomains (the “Site”) as well as the services, content, and other resources available on or enabled via our Site, including, without limitation, the online marketplace (“Marketplace Offerings”) that enables access to and purchase of cloud services, compute instances, storage, and software products (collectively, the Site and related services, including Marketplace Offerings, the “Service”).

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE GOVERN THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. By accessing or using the Site and/or the Service in any way, accepting these Terms of Use by clicking on the “I Accept” button, completing the account registration process or browsing the Site, you represent that: (1) you have read, understood, and agree to be bound by all of these Terms of Use; (2) you are of legal age to form a binding contract with RunPod; (3) you are not barred from using the Service under the laws of the United States, your place of residence or any other application jurisdiction; or (4) you have the authority to enter into these Terms of Use personally, or if you are accessing or using the Service on behalf of an entity, on behalf of the entity identified the account registration process. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE AND/OR THE SERVICE.

IF YOU SUBSCRIBE TO ANY SUBSCRIPTION WE MAY OFFER THROUGH THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT RUNPOD’S THEN-CURRENT FEE FOR SUCH SUBSCRIPTION UNLESS YOU OPT OUT OF THE AUTO-RENEWAL OR DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH THE SECTION TITLED “PURCHASES AND PAYMENT” BELOW.

THE SECTION TITLED “ARBITRATION AGREEMENT” CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND RUNPOD. AMONG OTHER THINGS, THE SECTION TITLED “ARBITRATION AGREEMENT” INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 12 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THE SECTION TITLED “ARBITRATION AGREEMENT” CAREFULLY. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 12) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH THE SECTION TITLED “30-DAY RIGHT TO OPT OUT”: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

Your use of, and participation in, certain Services may be subject to additional or supplemental terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sig up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to the Service.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. When changes are made, we will alert you about any changes by updating the “Last Updated” date of these Terms of Use. 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.

1. User Registration

You may be required to register an account on the Site (“Account”) in order to access the Service. In registering an Account, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary to keep it true, accurate, current, and complete. You agree to keep your password confidential and will be responsible for all use of your Account and password, and you agree to notify RunPod immediately of any unauthorized use of your password or any other breach of security. 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. You agree not to create an Account or use the Service if you have been previously removed by RunPod, or if you have been previously banned from any of the Service.

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is 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 breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject 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 (1) we may access, make available, and store (if applicable) 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, including without limitation any friend lists and (2) 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. Please note that 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. PLEASE NOTE THAT 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 but not limited to, for 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 purposes of 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 (if applicable). 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.

2. Use Of The Service; Responsibility For Content

The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and RunPod, your right to access and use the Service, in whole or in part, is subject to these Terms of Use.

Provided that you are eligible to use the Site, we grant you a limited license for you and you alone to access and use the Site. Any unauthorized access, use, or reproduction is strictly prohibited. Facilitation of such unauthorized access, use, and reproduction is in violation of these Terms of Use and subjects you to any remedies we may have hereunder and under applicable law.

You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not RunPod, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Available”) through the Service, including the Social Network Content (“Your Content”), and that other users of the Service, and not RunPod, are similarly responsible for all Content that they make available through the Service (“User Content”).

You agree that we may, but have no obligation to, access, store, process, and use any of Your Content. RunPod has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You are responsible for ensuring all data (including Your Content) is secured with backups and encryption as required to meet applicable laws and industry standards.

You acknowledge and agree that data privacy and information security is a shared responsibility between you and RunPod. RunPod is responsible for protecting the infrastructure that provides the Service to you. This infrastructure is composed of the hardware, software, networking, facilities, storage, load balancing units, switches, virtual machine hypervisors, and other related networking equipment, including any installation, maintenance, and support thereof. For the avoidance of doubt, the Service does not include your applications or Your Content. Under this shared responsibility model, you are responsible for protecting all data (including Your Content) both at rest and in transit, virtual machine guests, operating system(s) (including updates and security patches), associated application software, as well as security configuration of the Service provided by RunPod, including but not limited to firewall, load balancer, object storage, block storage, IP and DNS configuration.

3. Marketplace

As part of our Service, we may offer access to our online marketplace (the “Marketplace”) for purchase of our Marketplace Offerings, which may include, without limitation, third-party and proprietary cloud and downloadable software applications, plugins and extensions, and other applications that are designed to interoperate with our Service, software and cloud offerings. The listing for each Marketplace Offering will identify the provider of the Marketplace Offering (“Vendor”), which may be RunPod or a third party. Marketplace Offerings for which RunPod is the Vendor are “RunPod Offerings,” and Marketplace Offerings for which the Vendor is a third party are “Third-Party Offerings”.

“Orders” for the Marketplace include any order, purchase, installation, trial, download or enablement of a Marketplace Offering (including renewals and upgrades), whether through the Marketplace, the Service or other processes or interfaces we make available. All Orders are subject to these Terms. Your Order will identify the RunPod, your authorized scope of use of the Marketplace Offering (such as the platform or number of seats) and license or subscription term, as applicable. Once you complete your Order, RunPod will provide you with access to the applicable Marketplace Offerings, including any relevant license or access keys, as described in the listing. If you order a Marketplace Offering through RunPod, RunPod will provide the Vendor with the information you provide in completing the order, such as your name, company name (if any), addresses (including e-mail address) and phone number.

Without limiting the disclaimers, restrictions or other provisions in these Terms, usage of Marketplace Offerings is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Vendor (“Vendor Terms”). Vendor Terms are typically included on the Marketplace Offering’s listing page or presented through the Order process. You may not use a Marketplace Offering if you do not agree to the relevant Vendor Terms. Third-Party Offerings are subject to the third party’s Vendor Terms. By ordering, installing or enabling any Third-Party Offering, you are entering into the Vendor Terms directly with the applicable third-party Vendor. RunPod is not a party to, or responsible for compliance with, any third-party Vendor Terms, and does not guarantee any third-party Vendor Terms are adequate for your own needs. Any support and maintenance of Third-Party Offerings will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. RunPod is not responsible for any support and maintenance for Third-Party Offerings, and a Vendor’s failure to provide any support or maintenance does not entitle you to any remedy from RunPod.

If you place an Order for Third-Party Offerings, you authorize Vendors to access or use certain data in the applicable Service. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Vendor or third-party systems. Any third-party Vendor’s use of accessed data (whether data in the Service or separately collected from you or your device) is subject to the applicable Vendor Terms. RunPod is not responsible for any access, use, transfer or security of data or information by third-party Vendors or by Third-Party Offerings, or for the security or privacy practices of any third-party Vendor, Third-Party Offering or their processors. You are solely responsible for your decision to permit any third-party Vendor or Third-Party Offering to access or use data to which you’ve granted access. It is your responsibility to carefully review the Vendor Terms, as provided by the applicable third-party Vendor. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority to authorize Vendors to access and use your data and information as described herein, all without violation of any other agreements or policies. Any data that RunPod collects from you based on your use of the Marketplace and your Orders, or that it receives from third-party Vendors on your behalf, is subject to RunPod’s Privacy Policy.

In the event the Marketplace allows users to post reviews (e.g., a star rating) of Marketplace Offerings and/or to post comments on your or other users’ reviews, the following terms will apply:

Reviews and comments are posted under the name and profile of the user submitting the Content (as listed in his or her Account) (“Reviews”). Users who do not want their names or other profile information to appear should not post reviews or comments on the Marketplace.
To make your Reviews useful to others:
- Reviews must be made in good faith after reasonable evaluation of the relevant Marketplace Offering.
- You (including anyone acting on your behalf) may not review or comment on your own Marketplace Offering, a Marketplace Offering owned by a company you work for, or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directed to you within the reviews or comments section of your Marketplace Offering listing.
- A Review must evaluate the Marketplace Offering itself and not be an evaluation of the underlying product with which the Marketplace Offering integrates or functions.
- Reviews unrelated to the relevant Marketplace Offering are prohibited (e.g., discussion of RunPod’s employees, business or stock, or those of other companies, or unrelated products or services).
RunPod reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the Marketplace. RunPod does not claim ownership of the Reviews you post on the Marketplace. However, you hereby grant RunPod a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display your Reviews (in whole or in part) and to incorporate your Reviews into other works in any format or medium now known or later developed, and to permit others to do so.

RunPod may, in its discretion, discontinue the Marketplace. If these Terms of terminate, your rights to use any previously obtained Marketplace Offerings will survive in accordance with the applicable Vendor Terms.

At any time, RunPod may remove a Marketplace Offering from the Marketplace in accordance with its applicable policies, and Vendors may also update, modify or remove their own Marketplace Offerings at any time.

RunPod makes no guarantee that any Marketplace Offerings will work properly with the Service or that Marketplace Offerings will continue to work with the Service as it changes over time. Some Marketplace Offerings rely on hosted or cloud services provided by the Vendor or third parties, and these Marketplace Offerings may not function properly or may become inoperable if those services are discontinued.

4. Compute Services

Paid Compute Services. The Marketplace makes available the opportunity to purchase certain compute services that enable you to store or perform certain processing functions related to Content that you upload through such services (“Compute Services”). These Compute Services are considered RunPod Offerings. Your access to and use of Compute Services are subject to these Terms of Use and the Compute Services Supplemental Terms.
Community Features
1. Community Cloud. RunPod offers peer-to-peer GPU computing that connects individual compute providers (“Hosts”) to compute consumers (the “Community Cloud”). RunPod has no responsibility for the actions of Hosts, and RunPod makes no warranty that the Community Cloud Offerings will meet your requirements or be available on an uninterrupted, error-free basis. RunPod does not make any specific uptime warranties with respect to the Community Cloud Offerings. RunPod is only the venue to connect Hosts with consumers, and RunPod is not a party to any interaction between compute consumer and any Host. For more information on the Community Cloud, please review our FAQs, currently available at https://docs.runpod.io/references/faq#does-runpod-support-and-maintain-community-templates%3F.
2. Community Templates. RunPod also offers community templates, which are software configurations and related materials contributed by our users and developers (the “Community Templates”). Community Templates are considered User Content and RunPod makes no representations or warranties as to the functionality of any Community Template. By submitting any Community Templates, you hereby grant to RunPod and Service users a non-exclusive, perpetual, irrevocable, royalty-free, fully paid up, worldwide, right and license to use, copy, modify, adapt, display, perform, create derivative works of, and otherwise exploit your Community Templates for any lawful business purpose. As a user of any Community Templates, you are solely responsible for evaluating the third-party software or code in the Community Templates. You are solely responsible for reviewing the documentation provided with any Community Template. For more information on the Community Templates, please see the documentation available at https://docs.runpod.io/pods/templates/overview#community-templates.
3. Community Forums and Messaging. RunPod may offer various forums where you can post your observations and comments on designated topics. By offering this feature, RunPod is merely acting as an intermediary and is not responsible and shall not be liable for such communications. Please note that ideas you post and information you share may be seen and used by other users, and RunPod cannot guarantee that other users will not use the ideas and information that you share on the Service. Therefore, if you have an idea or information that you would like to keep confidential and/or do not want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it on the public forums of the Service. RUNPOD IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION POSTED IN ANY RUNPOD COMMUNITY FORUMS
4. No Support. Because RunPod is not the offeror of the Community Cloud or the Community Templates (collectively, the “Community Features”), RunPod cannot provide any customer support or technical assistance in connection with the forgoing. You access and use the Community Features at your own risk.

5. Intellectual Property Rights

Except with respect to Your Content, you agree that RunPod and its suppliers or licensors own all rights, title and interest in the Service. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Service.

RunPod and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of RunPod and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

We do not assert any ownership over Your Content. You retain full ownership of all of Your Content and any intellectual property rights or other proprietary rights associated with Your Content. We are not liable for any statements or representations in Your Content provided in any area on the Site. You are solely responsible for Your Content, including its legality, reliability and appropriateness, while using the Service, and for obtaining all consents, authorizations, and permissions in Your Content necessary or required to Make Available such Your Content under these Terms. You grant RunPod a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to access, use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of performing our obligations and exercising our rights under these Terms, including, without limitation, for purposes of operating and providing the Service to you and to our other users, and updating, improving, enhancing or developing the Service and RunPod’s other products, services or offerings. In addition to the license granted in this section, you also authorize others to use Your Content that you publicly share or Make Available through the Service. You may delete, or request deletion of Your Content at any time, unless you have shared Your Content with others and they have not deleted it, or it was copied or stored by other users. Any of Your Content that you submit is at your own risk of loss, and if shared publicly, non-confidential. Additionally, please note that certain information, statements, data, and content which you may submit to RunPod, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any of Your Content is voluntary on your part. We may modify or adapt Your Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to Your Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media.

6. User Representation

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Service (“Feedback”) provided by you to us are, and will be treated as, non-confidential and non-proprietary. You hereby waive all moral rights to any such Feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Feedback. You hereby assign all right, title, and interest in, and RunPod is free to use, without any attribution or compensation to you, any ratings submitted within the Service, and any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that RunPod may use any of this Feedback in aggregated or non-aggregated from, however RunPod is not obligated to use, display, reproduce, or distribute any such ratings, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

By using the Site or the Service, you represent and warrant that you will not: (1) frame or use framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (2) use any metatags or other “hidden text” using RunPod’s name or trademarks; (3) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (4) access or use the Site or the Service through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Site for any illegal or unauthorized purpose; (6) your use of the Site or the Service will not violate any applicable law or regulation, including, but not limited to, export control and sanctions laws and anti-corruption laws; or (7) remove or destroy any copyright notices or other proprietary markings contained on or in the Service. You further represent and warrant that you are not (i) identified on, owned or controlled (directly or indirectly) by, or acting on behalf of, any person identified on, any U.S. or other applicable sanctions or export control-related prohibited party list (including, without limitation, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, which are maintained by the Office of Foreign Assets Control of the U.S. Treasury Department) (collectively, “Prohibited Parties”); (ii) located, organized, or resident in a country or territory that is, or becomes subject to, an embargo by the United States or other applicable jurisdictions (such embargoed jurisdictions currently being Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine) (collectively, “Embargoed Countries”); (iii) owned or otherwise controlled (directly or indirectly) by, or acting on behalf of, any person located or resident in an Embargoed Country; or (iv) the government of Venezuela, including any person or entity employed or owned or controlled, directly or indirectly, by any subdivision, agency, or instrumentality of the government of Venezuela.

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 (or any portion thereof).

You may not use the Site or the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws, regulations, ordinances, or court orders applicable in Delaware and in the jurisdiction in which you are located. Among unauthorized Content submitted to the Service includes: 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 may result in immediate termination of your account and a lifetime ban from use of the Site. The Service may not be used by or in, or exported or re-exported to, Prohibited Parties, Embargoed Countries, persons owned or otherwise controlled (directly or indirectly) by, or acting on behalf of, any person located or resident in an Embargoed Country, or the Government of Venezuela.

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 Service. You understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon. The Site is provided for informational purposes only. You assume all risk in using the Site and Service. We provide no warranty as to their effectiveness.

You may not use the Site or the Service in any way that causes harm to our platforms or degrades the experiences of other users on our platform. Such use is a violation of these terms of service and grounds for immediate termination under the section titled “Term and Termination.”

7. User Content

Your Content may be viewable by other users of the Site and through third-party websites. When you create or make available any of Your Content, you thereby represent and warrant that:

The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content 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 Content 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 Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Content in any manner contemplated by the Site and these Terms of Use.
Your Content is not false, inaccurate, or misleading.
Your Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Content does not involve commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without RunPod’s prior written consent.
Your Content is not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Content does not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Content is not used to abuse, harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
Your Content does not violate any applicable law, regulation, or rule.
Your Content does not violate the privacy or publicity rights of any third party.
Your Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Content does 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 Service 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 Service.

RunPod will not actively monitor Content being hosted by RunPod, although RunPod, at its sole discretion, may elect to electronically monitor its network and may disclose any content or records concerning Your account as necessary to satisfy any law, regulation, or other governmental request or to properly operate Our network and protect any of our customers. RunPod will investigate complaints of a violation of a third-party right. RunPod will cooperate with those attempting to minimize Internet abuse and reserves the right to institute “filters” or other mechanisms for that purpose. RunPod will cooperate with law enforcement authorities and reserves the right to notify such authorities if it suspects that You or any of Your end users are engaged in illegal activities. Nothing contained in this section, or anywhere in these Terms, is intended to bestow any rights on any third party, and no third parties shall be entitled to enforce any terms of these Terms between the Parties.

You acknowledge and expressly agree that RunPod will not be liable to you for any action RunPod takes to remove or restrict access to the Service for any alleged violation of this section, or exercising its rights as a Good Samaritan under the Telecommunications Act of 1996 (47 U.S.C. § 230(d)) or under the DMCA.

RunPod takes the issue of child pornography very seriously, and any potential harm to minors using our Services is strictly prohibited. Content that is or may be perceived to be child pornography will be immediately removed from public access upon notification or detection by us. Additionally, RunPod reserves the right to terminate any Account whose website(s) hosts or links to child pornography immediately and without notice to you. If the Account is a RunPod reseller account, the Account will be suspended, and the reseller will be directed to terminate the responsible account. You agree to cooperate in any such efforts. Content or communications seeking to solicit, lure or entice minors into sexual activity or lewd behavior is also strictly prohibited, and will be treated the same as, or similar to, child pornography, consistent with applicable law. You agree to cooperate with RunPod in any effort to investigate, disable or remove such Content. Consistent with federal law, RunPod will cooperate with law enforcement authorities and will notify such authorities if it suspects that you are engaged in any such illegal activities.

In accordance with the reporting requirements of 18 U.S.C. § 2258A, we will report to the CyberTipline (www.cybertipline.com) any actual knowledge of apparent violations of 18 U.S.C §§ 2251, 2251A, 2252, 2252A, 2252B, 2260, or 1466A. If you suspect any instances of child pornography appearing on sites hosted by RunPod, we encourage you to send such reports to our abuse address at legal@runpod.io, and include the file name and/or URL (or other location on the Site), victim (if known), date of birth, date of production, and any other information about the suspect image(s). Do not send the image(s) in question. Alternately, you may use the CyberTipline to report suspected child pornography. Reports involving sites not hosted by RunPod should be directed to law enforcement or to a cooperating child pornography organization such as: https://www.asacp.org/index.php?content=report.

You acknowledge your responsibility to prevent minors under your care from accessing harmful or inappropriate material on your site and services. You agree not to allow minors to view any such materials and agree to take responsible measures to prevent them from doing so. Numerous commercial online safety filters are available which may help users limit minors’ access to harmful or inappropriate material. Pursuant to 47 U.S.C. §230(d), you are hereby informed that you can research such services at websites such as www.asacp.org. Please note that the Service makes no representation or warranty regarding any of the products or services referenced on such sites and recommends that the user conduct appropriate due diligence before purchasing or installing any online filter. You agree to take particular steps to prevent minors from viewing these kind of materials if your computer can be accessed by a minor. Finally, you agree that if you are a parent or guardian of a minor child, it is your responsibility, not ours, to keep any age-restricted content on our Site from being displayed or accessed by your children or wards.

Pursuant to the Communications Decency Act (“CDA”), 47 U.S.C. § 230(c)(1), and court decisions interpreting the scope of the CDA, you acknowledge and understand that RunPod operates as the provider of an interactive computer service. Thus, we are immune from, and cannot be held responsible for, claims under the CDA arising from the publication of Your Content (including third-party content published on your website(s)). We do not create such content, and we are not responsible for the publication of remarks or communications of you or third-parties that may arguably rise to the level of being actionable under federal or state laws including, but not limited to, the publication of material that might be considered defamatory, or violative of privacy or publicity rights. Note, that federal law allows RunPod to remove any content found to be offensive, defamatory, obscene or otherwise violative of our policies, without impacting our immunity status as an interactive computer service. Nothing contained in this section is intended to limit or alter the immunity from claims provided by Section 230 of the Communications Decency Act. In the event that any court finds that any third-party communication or third-party content hosted by us falls outside of the realm of the immunity provided by the CDA, this shall not be deemed to be a waiver of any legal protections provided by Section 230 for any and all other content posted on our Site or hosted via our Service.

In keeping with our DMCA policies, you understand, agree, and expressly allow is to access and subsequently disable public access to any files or data residing on the server, disk, partition, or other data space under your control when such files or data, in our discretion: (i) have been identified in a substantially-compliant DMCA notice under 17 U.S.C. § 512; or (ii) when we become aware of facts or circumstances indicating that such files or data are infringing on the copyrights or other intellectual property rights of third parties. Given that our customers may employ various methods of securing files in conjunction with the Service, and in an attempt to avoid material disruption of our customers’ services, you agree that you will provide us with your preferred procedure for disabling access to material identified under this provision. If we forward you a substantially-compliant DMCA notice which concerns content under your control, You are obligated under these Terms to immediately disable or remove access to such content. Irrespective of the above, we reserve the right to disable or remove access to such content, in our discretion, and without claim of damage or injury by you. While we will attempt to simply disable access to such Content without fully deleting it, or suspending all services to your Account, We make no warranties concerning harm or injury to the Content, and reserve the right to take any necessary actions to disable access to the identified material, including suspension or termination of Service. It is therefore in your best interest to promptly respond to any DMCA notices you may receive.

Nothing contained in this section, or any part of these Terms, shall constitute legal or professional advice regarding any matter referenced therein. You are responsible for obtaining your own legal advice regarding compliance with any and all applicable laws or regulations.

8. Purchases and Payment

RunPod uses Stripe, Inc. and its affiliates (“Stripe”) and Crypto.com as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”). If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize RunPod, Stripe and Crypto.com to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

You agree to pay all fees or charges (“Fees”) at the prices then in effect for your purchases in accordance with the billing terms in effect at the time a fee is due and payable. By providing RunPod and/or our Third-Party Service Provider with your payment information, you agree that RunPod and/or our Third-Party Service Provider is authorized to immediately charge your chosen payment provider for any such amounts upon purchase and that no additional notice or consent is required. You agree to immediately notify RunPod of any change in your payment information to maintain its completeness and accuracy by sending an e-mail to help@runpod.io. RunPod reserves the right at any time to change its prices and billing methods in its sole discretion. Please contact help@runpod.io regarding any billing disputes. Your failure to provide accurate payment information to RunPod and/or our Third-Party Service Provider or our inability to collect payment constitutes your material breach of this Agreement. Except as set forth in these Terms, all Fees for the Service are non-refundable. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (each, a “Service Subscription Fee”) will be billed at the start of the Subscription (each, a “Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase. If we change the pricing of any Service for which you are subscribed or discontinue such Service, we will provide a reasonable advance notification of such changes before your then-current Subscription term expires. Unless otherwise required by law, any such changes will become effective upon the renewal of your Subscription. You understand that if we agree to provide the Service to you in the future after your Subscription terminates for any reason, the amount you paid under any prior term or time period is not determinative of the amount you will pay should we provide the Service to you again. It is your responsibility to check the Site or Service for plan or price changes should you wish to take advantage of plan or price changes which may have occurred. RunPod does not automatically update your Subscription plan. All upgrades or downgrades will be performed at your request and may include modification of Fees or require reinitiating service with us. No contract will exist between you and RunPod for the Service until RunPod accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at RunPod’ then-current price for such Subscription until terminated in accordance with the Agreement. By subscribing, you authorize RunPod to charge the payment method designated in your Account now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if RunPod does not receive payment, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that RunPod may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

If you purchased your Subscription directly from RunPod, you may cancel your Subscription by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, please contact RunPod at help@runpod.io or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current Subscription period.

Fees do not include any Sales Tax that may be due in connection with the Service provided under this Agreement. If RunPod determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, RunPod shall collect such Sales Tax in addition to the Fees. If any Service, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to RunPod, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify RunPod for any liability or expense RunPod may incur in connection with such Sales Taxes. Upon RunPod’ request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

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.

As a user of the Site, you agree not to:

Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
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, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
License, sell, transfer or commercially exploit 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 transmit (or attempt to upload or to transmit) viruses, Trojan horses, 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 Service.
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 transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (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 Service 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 the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, 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 Service, 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.
Use the Service as part of any effort to compete with us.
Use the Site to advertise or offer to sell goods and services.
Sell or otherwise transfer your profile.

10. Third-Party Websites And Content

The Site may contain (or you may be sent via the Site or the Service) links to other websites, including any websites for Third-Party Offerings (“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.

11. Site Management

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) 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; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) 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; and (5) 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 Service.

12. Terms and Termination

These Terms of Use shall remain in full force and effect while you use the Site. If you have materially breached any provision of these Terms of Use, if you unduly stress system resources, or if RunPod is required to do so by law (e.g., where the provision of the Service is, or becomes, unlawful), RunPod has the right to, immediately and without notice, suspend or terminate any Service provided to you. RunPod reserves the right to terminate these Terms of Use or your access to the Service at any time without cause upon notice to you. If you want to terminate these Terms of Use, you may do so by (i) notifying RunPod at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to RunPod’s address set forth below. 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 SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), 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 SERVICE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN 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.

13. Governing Law; Venue

These Terms of Use and your use of the Site and the Service 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. To the extent the parties are permitted under these Terms of Us to initiate litigation in a court, both you and RunPod agree that all claims and disputes arising out of or relating to these Terms of Use will be litigated exclusively in the state or federal courts located in the State of New Jersey.

14. Dispute Resolution

Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with RunPod and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Agreement to Arbitrate

Subject to the terms of this Arbitration Agreement, you and RunPod agree that any and all disputes, claims, controversies or disagreements that have arisen or may arise between you and RunPod, whether arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or these Terms of Use and prior versions of these Terms of Use, including claims and disputes that arose between you and us before the effective date of these Terms of Use (each, a “Dispute”) will be resolved exclusively by final and binding arbitration, in accordance with the terms of this Arbitration Agreement, rather than in court, except that: (i) you and RunPod may assert individual claims in small claims court if such claims qualify and remain in small claims court; and (ii) you or RunPod may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms of Use as well as claims that may arise after the termination of these Terms of Use. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.

Waiver of Jury Trial

YOU AND RUNPOD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and RunPod are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the section titled “Agreement to Arbitrate.” There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief

EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the section titled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, determines that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and RunPod agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of Delaware. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or RunPod from participating in a class-wide settlement of claims.

Informal Dispute Resolution

RunPod is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing RunPod’s customer support at help@runpod.io. If such efforts prove unsuccessful, you and RunPod agree that good faith informal efforts to resolve Disputes before starting an arbitration or initiating an action in small claims court (“Informal Dispute Resolution”). You and RunPod agree that as part of these efforts, either party has the option to ask the other to meet and confer telephonically or via videoconference (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you must also personally participate in the conference.

To initiate Informal Dispute Resolution, a party must give notice to the other party (“Notice”). Such Notice to RunPod should be sent by email to help@runpod.io or regular mail to our offices located at RunPod, Inc., 1181 Nixon Drive #1158, Moorestown, New Jersey 08057 (“Notice Address”). The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. RunPod will send Notice, including a description of the Dispute, to your email address or regular address on file. It is your responsibility to ensure your email and regular address are correct and remain up to date.

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. During this period, either party has the option to ask the other to participate in an Information Dispute Resolution Conference as part of a good faith effort to resolve the Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.

The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in Informal Dispute Resolution.

Rules and Forum

These Terms of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement, including the procedures governing Batch Arbitration, and any arbitration. If the Informal Dispute Resolution process described above does not resolve satisfactorily within forty-five (45) days after receipt of your Notice, you and RunPod agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by National Arbitration & Mediation (“NAM”) in accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration Agreement. The NAM Rules are currently available at https://www.namadr.com/resources/rules-fees-forms/.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Demand”). The Demand must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party will pay any necessary filing fees in connection with such arbitration. Any Demand you send to RunPod should be sent by email to legal@runpod.io or the Notice Address. RunPod will provide the Demand to your email address on file.

If the party requesting arbitration is represented by counsel, the Demand shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Demand. By signing the Demand, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that, consistent with the standards set forth in Federal Rule of Civil Procedure 11(b): (1) the Demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery (“Counsel’s Certification”).

Unless you and RunPod otherwise agree, or the Batch Arbitration process discussed in the section titled “Batch Arbitration” is triggered, the arbitration, including any in-person arbitration hearing, will be conducted in Burlington County, New Jersey, or, at your election, in the county where you reside. Subject to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. If NAM is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any NAM fees and costs will be solely as set forth in the applicable NAM fee schedules (the “Fee Schedules”). However, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, RunPod will pay as much of the arbitration fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

You and RunPod agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

You and RunPod agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.

Arbitrator

The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Delaware and will be selected by the parties from the NAM’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Demand, then the NAM will appoint the arbitrator in accordance with the NAM Rules, provided that if the Batch Arbitration process under the section titled “Batch Arbitration” is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes arising out of or relating to section titled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of section titled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such section titled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

Attorneys’ Fees and Costs

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Demand was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party who commenced arbitration did not bring its claim(s) consistent with Counsel’s Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the parties agree that the arbitrator shall, as part of its award, impose sanctions by ordering that the initiating party reimburse the responding party for all arbitration filing and administrative fees and arbitrator costs the responding party incurred under the Fee Schedules.

Batch Arbitration

To increase the efficiency of administration and resolution of arbitrations, you and RunPod agree that in the event that there are twenty-five (25) or more individual Demands of a substantially similar nature filed against RunPod by or with the assistance of the same law firm, group of law firms, or organizations(“Claimants’ Counsel”), within a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or, if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single batch of all those Demands, and, to the extent there are fewer than 100 Demands remaining after the batching described above, a final batch consisting of the remaining Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch on a consolidated basis with one set of filing and administrative fees per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award, which will provide for any and all relief to which the arbitrator determines each individual party is entitled (“Batch Arbitration”). NAM shall administer all batches concurrently, to the extent possible.

All parties agree that Demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise NAM, and NAM shall appoint a sole standing Procedural Arbitrator or, should the circumstances so require, an Emergency Arbitrator, according to the NAM Rules,to determine the applicability of the Batch Arbitration process (the Procedural Arbitrator or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by RunPod.

You and RunPod agree to cooperate in good faith with NAM to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Demands, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision, and nothing about the Batch Arbitration process will preclude any party from participating in any arbitration administered according to that process.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the Notice Address, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. Any opt-out notice will be effective only if you send it yourself, on an individual basis, and opt out notices from any third-party purporting to act on your behalf will have no effect on your or RunPod’s rights. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, including any previous versions of this Arbitration Agreement to which you agreed and did not timely opt out, which will remain in effect, and has no effect on any arbitration agreements with us you may enter in the future.

Invalidity, Expiration

Except as provided in the section titled “Waiver of Class or Other Non-Individualized Relief,” if any part or parts of this Arbitration Agreement (other than the subsection titled “Batch Arbitration”) are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. However, if subsection titled “Batch Arbitration” of this Arbitration Agreement is found under the law to be invalid or unenforceable then, in that case, the entire Arbitration Agreement shall be void, and the parties agree that all Disputes will be heard in the state or federal courts located in Burlington County, New Jersey. You further agree that any Dispute that you have with RunPod as detailed in this Arbitration Agreement must be initiated within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Future Changes to Arbitration Agreement

You and we agree that RunPod retains the right to modify this Arbitration Agreement in the future. Any such changes will be posted within your Account and on the Website and you should check for updates regularly. We agree that if RunPod makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Website or Services, including purchase of Products through the Website or Services, following the posting of changes to this Arbitration Agreement, constitutes your acceptance of any such changes. If you have previously agreed to a version of this Agreement with an arbitration agreement and you did not validity opt of arbitration then, changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of your previous agreement to arbitrate. RunPod will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Use.

15. Corrections

There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Service, 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.

16. Disclaimer

THE SITE, THE SERVICE, AND THE COMMUNITY FEATURES 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, THE SERVICE, AND THE COMMUNITY FEATURES 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 ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) 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.

17. 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 (OR INABILITY TO USE) THE SITE OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY OF A RUNPOD PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A RUNPOD PARTY’S NEGLIGENCE; OR FOR (A) ANY INJURY CAUSED BY A RUNPOD PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

RUNPOD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

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.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RUNPOD AND YOU.

18. Indemnification

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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: (1) use of the Service; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to any claim that Your Content infringes any third party’s intellectual property rights; or (5) any overt harmful act toward any other user of the Site or the Service 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.

19. Procedure for Making Claims of Intellectual Property Right Infringement

It is RunPod’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to RunPod by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for RunPod’s designated agent for notice of claims of infringement is as follows: legal@runpod.io.

20. Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that 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. YOU HEREBY AGREE TO 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. You hereby 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.

21. 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.

22. Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Service 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 Service. 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.

23. Contact Us

If you have any questions, complaints or claims regarding the Service or to receive further information regarding use of the Service, please contact us at:

RunPod, Inc.
1181 Nixon Dr. #1158
Moorestown NJ 08057
United States
help@runpod.io
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We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Terms of Service