These Terms of Service ("Terms") govern your access to and use of the compute, networking, colocation, and managed-operations services (collectively, the "Services") offered by ApeTops US Inc., a Delaware corporation ("ApeTops," "we," "us"). By signing an order form, executing a master service agreement, or otherwise using the Services, you agree to be bound by these Terms.
1. Acceptance of Terms
You represent that you are an authorized signatory of the organization accepting these Terms and that you have full authority to bind that organization. If you do not accept these Terms in their entirety, you may not use the Services.
2. The Services
ApeTops provides enterprise GPU server rental, colocation, private networking, cluster networking, GPU maintenance, managed operations, and related hardware services. Specific service levels, configurations, and commercial terms are described in an order form or statement of work ("Order Form") executed by both parties. In the event of a conflict, the Order Form controls.
3. Customer Obligations
- You will use the Services only for lawful purposes and in compliance with all applicable U.S. federal, state, and local laws, including export-control and sanctions laws administered by OFAC and BIS.
- You will not use the Services to develop, train, or deploy models intended to harm individuals, circumvent lawful authority, or infringe intellectual-property rights.
- You are responsible for the security of your credentials and for all activity that occurs under your account.
4. Fees, Billing, and Refunds
Fees are specified in the Order Form and invoiced in U.S. dollars. Unless expressly stated otherwise, all fees are non-refundable and exclude applicable taxes. Undisputed invoices are due within thirty (30) days. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Reserved-capacity commitments are non-cancelable for their stated term.
5. Service Levels
ApeTops targets 99.95% availability for production compute fabric, measured monthly. Where an SLA applies, the Order Form describes the credit mechanism and exclusions (including scheduled maintenance and force majeure). Service credits are the customer's sole and exclusive remedy for SLA failures.
6. Intellectual Property
As between the parties, you retain all right, title, and interest in customer data, models, weights, and workloads processed on the Services. ApeTops retains all right, title, and interest in its infrastructure, software, documentation, and service methodologies. No license to either party's IP is granted except as strictly necessary to perform under these Terms.
7. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, even if advised of the possibility of such damages. Each party's aggregate liability arising from or related to these Terms will not exceed the fees paid or payable by customer in the twelve (12) months immediately preceding the event giving rise to the claim.
8. Termination
Either party may terminate these Terms for material breach if the breach is not cured within thirty (30) days of written notice. Upon termination, you remain liable for all fees owed through the effective date of termination and for any remaining reserved-capacity commitments. Sections 4, 6, 7, 9, and any other sections that by their nature should survive will survive termination.
9. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute arising out of or relating to these Terms will be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Questions about these Terms? Email support@apetops-us.com.