Friendli Container Trial VersionTerms of Service
CHAPTER I. GENERAL
1. Purpose
The purpose of these Terms of Service (“Terms”) is to prescribe the rights, obligations, and responsibilities of FriendliAI Inc. (“Company”) and the Customer (defined separately below) with respect to the Company’s provision of its Service (defined separately below) to the Customer.
2. Definition
The terms used in these Terms have the following meanings:
“Site” means the website operated by the Company.
“Friendli Container” means an AI serving system specialized in performing generative AI models, developed by the Company.
“Subject SW” means the Friendli Container trial version.
“Service” means the activities undertaken by the Company in providing the Subject SW to the Customer, including but not limited to maintaining, repairing, and improving the Subject SW.
“Target GPU” means the graphics processing unit(s) listed by the Company on the Site that may support the Subject SW.
“Customer” means the entity, organization, or individual that uses the Service in accordance with these Terms.
“Administrator” means an employee of the Customer or a person to whom the authority is duly delegated by the Customer to exercise the Customer’s rights under these Terms on behalf of the Customer.
“Administrator ID” means a username created by the Administrator using a combination of letters and numbers to identify the Administrator; or an email address provided by the Administrator.
“Password” means a combination of letters, numbers, and special characters that the Administrator selects and registers on the Site to verify that the person registered on the Site is the same person as the Administrator.
“IP Content” means all data, information, materials, features, functions, and other content provided by the Company for the establishment and operation of the Service, including, but not limited to, any and all techniques and learnings that the Company develops in connection with the operation of the Service, logging or statistical data (including performance and accuracy data) obtained during the Customer’s use of the Service, as well as information regarding availability, features, and functionality of the Service. All patents, copyrights, trademarks, trade secrets and/or other intellectual property rights of all materials included in the Service, including IP Content, belong to the Company and are protected by applicable laws.
3. Display and Effect of Terms
The Company shall make the contents of these Terms accessible to the users by providing a separate linked page or through a pop-up window within the Site.
The effects of the warning messages presented on the page when using the Service shall be the same as the effects of these Terms.
The Company may, if necessary, determine the matters to be applied to individual services (the “Individual Terms and Conditions”) and notify them through the Site. If the Individual Terms and Conditions are amended, the contents of Article 3 shall apply mutatis mutandis.
Matters not specified in these Terms shall be governed by the relevant laws and regulations, detailed guidelines for the use of the Service set by the Company, and general commercial practices.
4. Amendment to the Terms
The Company may amend these Terms to the extent that they do not violate relevant laws and regulations.
If the Company intends to amend these Terms, the revised Terms shall be announced on the Site seven (7) days prior to the effective date, specifying the effective date and the reasons for the amendments. However, if the amendments are made unfavorably to the Customer, at least 30 days advance notice shall be provided to the Customer.
If the Customer has not explicitly expressed its intention to reject the amended Terms by the effective date of the revised Terms, it shall be deemed to have approved the amended Terms. The Customer who does not agree to the amended Terms may freely terminate the Service Agreement at any time.
If the Company intends to transfer the contractual relationship (including related rights and obligations) under these Terms by means of business transfer, etc. in accordance with the procedures set forth in the relevant laws and regulations, it shall be deemed that the Customer has consented to the transfer when: (1) the Company notifies the Customer of such fact individually or publicly; and (2) the Customer fails to express its intention of refusal to consent for 30 days. If the Customer does not agree to this paragraph or refuses to give consent under this paragraph, the Customer may terminate the Service Agreement under these Terms at any time.
CHAPTER II. ESTABLISHMENT OF SERVICE AGREEMENT
5. Administrator Registration and Establishment of Service Agreement
If the Administrator who desires to use the Service agrees to these Terms, enters the Administrator information (Administrator ID, Password, email address, etc.) on the Site and applies for a Service Agreement by agreeing to these Terms, the Company may accept such application. Once the Company approves the application and the Site indicates that the Service Agreement has been executed, the Service Agreement shall be deemed to have been established (“Service Agreement”).
In principle, the Company approves the application for the Service Agreement. However, the Company may not approve an application falling under any of the followings:
(In case the Customer is a corporation) where such corporation or position of the Administrator who has proceeded with the application process for the corporation cannot be verified;
Where the Administrator provides false information;
Where an application is filed by a Customer who is in competition with services provided by the Company under these Terms;
Where the Customer intends to use the Subject SW for unlawful purposes; and/or
Where it is difficult for the Company to approve the application of the Customer or the Administrator due to other reasons attributable to the Customer or the Administrator.
If an application for the Service Agreement falls under any of the followings, the Company may withhold approval of the application until the grounds for restriction of approval have been removed:
Where facilities related to the Subject SW are insufficient;
Where a technical problem exists; and/or
Where it is difficult for the Company to approve the application due to any other reasons attributable to the Company.
The Administrator may perform all activities for the Service Agreement on behalf of the Customer, and the effect of all activities of the Administrator within the Site shall belong to the Customer. The Company may request the Customer or the Administrator to submit materials or information necessary to confirm whether the Administrator is able to represent the Customer, and if the Customer or the Administrator fails to comply, the Company reserves the right to reject or suspend the use of the Service by the Customer or the Administrator.
6. Termination of Service Agreement
The Customer may terminate the Service Agreement at any time by ceasing use of the Service, in which case the Customer shall notify the Company of the cessation of use.
If the Customer or the Administrator falls under any of the followings, the Company may terminate the Service Agreement:
Where the Administrator has registered false information when it applies for the Administrator registration;
Where the Customer threatens the order of electronic commerce by interfering with the use of the Subject SW by a third party or unauthorized use of information belonging to a third party, etc.;
Where the Customer infringes on the rights, honor, credit, or other legitimate interests of the Company or any other Customers, or commits any act in violation of the relevant laws and regulations of the Republic of Korea, good morals, and other social order;
Where an order such as attachment or provisional attachment regarding the Customer is issued by a court, or a request for suspension of use is made from an authorized investigation agency; and/or
Where the Customer breaches any condition under these Terms.
If the Company terminates the Service Agreement, the Administrator shall be notified and provided with an opportunity to provide an explanation before the termination of the Service Agreement. However, in cases where reasons are explicitly stipulated in these Terms or the operating policy of the Site, an explanation period may not be granted.
If the Company rescinds or terminates the Service Agreement pursuant to Article 6.2, the Company may claim damages against the Customer. However, the foregoing shall not apply where the Customer proves that there are no reasons attributable to itself.
The Customer shall destroy the delivered Subject SW upon termination of the Service Agreement.
7. Notification to Customer
The Company may notify the Customer via the Site, email, text message (SMS), or phone.
As for the notice to all Customers, the Company’s posting on the Site may be deemed as a notice.
The Company shall not be held liable if the Customer fails to receive the notification as per this Article, due to inaccurate contact information provided by the Customer, refusal to accept the communication, or failure to confirm the notification.
CHAPTER III. PROVISION AND USE OF SERVICE
8. Provision and Use of Service
The Company shall provide the Service to the Customer in accordance with these Terms, and the Customer shall use the Service in accordance with these Terms.
The Customer may use the Service for trial purposes for a period of two (2) weeks free of charge. Nevertheless, the period of Service usage may be extended through mutual agreement between the Company and the Customer.
The Customer shall not operate more than one (1) instance of Subject SW at a time. However, the number of instances that the Customer may operate at once may be increased if the Customer makes a request and the Company separately agrees to the request.
After the Service Agreement has been established, the Company shall deliver the Subject SW to the Customer and allow the Customer to access it through methods determined by the Company, such as email attachment, cloud folder sharing, web download, etc. The Company may provide the Service to the Customer upon the Customer’s completion of the authentication using the registered Administrator ID and Password.
9. Changes to Service and Suspension of Service
The Company may make necessary changes to the Subject SW, such as applying new features, fixing bugs, etc., and in such cases, the Company shall provide notification to the Customer in accordance with the method specified in Article 7. If the application of the changed Service results in a suspension of the Customer’s use of the Service, the Company shall notify the Customer seven (7) days prior to the effective date of the changed Service.
The Company may temporarily suspend the use of the Service in the event of any of the followings. In the event of inspection and replacement for equipment, the Company shall notify the Customer seven (7) days in advance, providing information about the inspection or replacement schedule and expected duration:
In the event of natural disasters, wars, riots, fires, strikes and other similar actions, government control, or other reasons beyond the reasonable control of the Company;
In the event that telecommunication services are not provided by telecommunications business operators;
In the event of maintenance, replacement, or malfunction of information communication facilities, including the Company’s metering server; and/or
In the event of other reasons that significantly impede the use of the Service.
The Company may change or discontinue any part, or all, of the Subject SW, or change or remove features or functions of the Subject SW. In this case, the Customer may terminate the Service Agreement, and the Customer’s continued use of the Subject SW shall be deemed acceptance of the foregoing changes.
10. Special Terms for Using Friendli Container Trial Version
The Customer acknowledges that the Service is based on the Subject SW, a trial version of the Friendli Container, and agrees that it may differ in performance and functions from a standard and charged version of the Friendli Container.
The Customer shall not use the Service or the Subject SW to process production traffic which can be processed only through a standard and charged version of the Friendli Container. In the event of a violation of the above, the Customer shall immediately cease the use of the Service and the Subject SW, and the Company may charge the Customer usage fee equivalent to those of a standard and charged version of the Friendli Container.
If the Customer intends to use a standard and charged version of the Friendli Container, the Customer may obtain the right to use either service by entering into a separate service agreement with the Company.
CHAPTER IV. DUTIES OF THE PARTIES
11. Obligations of the Company
The Company shall not engage in any activities prohibited by applicable laws and regulations or these Terms, as well as activities contrary to good morals, and shall endeavor to provide the Service in a consistent and stable manner.
The Company shall establish a security system to protect personal information, make the Privacy Policy available to the users, and strictly adhere to the Policy once it has been disclosed.
In the event the Company objectively determines that any comments or complaints raised by the Customer are well-founded, the Company shall promptly address them through suitable procedures. However, where there are difficulties in handling the matters immediately, the Company shall notify the Customer of the grounds for the delay and provide an estimated processing schedule.
12. Obligations of Customer
The Customer shall not engage in any of the following actions or assist any third party in engaging in any of the following actions:
Using in excess of the number of Subject SW agreed with the Company;
Sharing the Service or the Subject SW with multiple users;
Enabling a third party to use the Service, or transferring and/or providing the Subject SW to a third party;
Using the Service in an environment that does not utilize the Customer’s internal network or VPN;
Using the Service within a cloud service pertaining to a non-Customer’s account;
Using the Subject SW on hardware devices other than the Target GPU;
Decompiling, reverse engineering, disassembling, or modifying the component of the Subject SW or the Subject SW itself;
Engaging in the act of disallowing access to the Company’s metering server;
Providing third parties with products, software, or services similar to the products and services offered by the Company, using the Subject SW; and/or
Violating these Terms or other policy regarding the Service prescribed by theCompany.
If the Customer has committed an act that falls under paragraph 1 of this Article, the Company may take the following measures. However, the actions that the Company may take are not limited to the following measures:
Termination of the Service Agreement; and/or
Claim for damages.
The Customer shall be liable for damages suffered by the Company, or third parties due to reasons attributable to it.
The Customer shall comply with the applicable laws and regulations, these Terms, detailed guidelines for use, guidance on the use of the Service, and any public notices issued by the Company related to the Service, and shall review them periodically.
The Customer shall cooperate with the Company to ensure that the Company can provide the Service safely, and shall respond promptly and proactively to the Company’s request if the Company requests an explanation for the Customer’s violation of these Terms.
The Customer agrees that during the period of this Agreement and for three (3) year thereafter, the Customer shall not use, or induce or permit any third party to use, the Service to develop any commercially available product or service that competes with the product or service provided by the Company, or assist any third-party in developing such competing product or service. Any use of the Company’s IP Content and/or intellectual property rights for IP Content for the foregoing purposes shall be equally prohibited.
13. Obligation to Administrator ID and Password
In principle, the Customer and the Administrator shall be responsible for the management of the Administrator ID and Password.
The Administrator shall not allow any third party to use the Administrator ID and Password, and acknowledges that the Customer and the Administrator shall bear all responsibilities for any consequences arising from such use.
If the Administrator recognizes that the Administrator ID and Password have been stolen or used by a third party, it shall immediately notify the Company and adhere to the Company’s instructions. If the Administrator delays the above notification to the Company or a third party gains access to the Administrator ID and Password as a result of the Customer’s or the Administrator’s intentional action or negligence, both of the Customer and the Administrator shall bear full responsibility for any resulting liability.
CHAPTER V. MISCELLANEOUS
14. Disclaimer
The Company shall not be liable for any dispute or damage caused by the Customer in violation of these Terms.
The Company shall not be liable for any damages incurred to the Customer if the telecommunications business operators have suspended telecommunications services or failed to provide them normally or if the Company is unable to provide the Subject SW due to a natural disaster or force majeure equivalent thereto.
The Company shall not be liable for any failure in the use of the Service, data loss, development-related issues and deployment problems caused by any reason attributable to the Customer, including but not limited to negligence in management and operation.
The Company shall not be liable for any failure of the Customer to obtain the results expected through the Service or any loss incurred by the data obtained through the Service.
The Company shall not be responsible for any legal, moral, or ethical issues relating to the deliverables created by the Service.
15. Data Collection
The Company’s metering server collects, from time to time, information regarding the (virtual) machine on which the Subject SW is used (IP Address, host name, K8S pod name, GPU ID, GPU type, virtual machine type, start time, end time, etc.), meta-information of the model (number of layers, number of attentional heads, head size, vocabulary size, maximum length, etc.) the timestamps of each inference request received, the timestamps of responses sent for each inference request, meta information for the inference requests (input token counts, negative input token counts, decoding options, denoising options, etc.), and meta information for the responses (output token counts, output image size, etc.). The Customer agrees to the foregoing data collection.
If the Company necessitates additional data collection, it shall discuss with the Customer in advance regarding the collection, and the Customer shall not unreasonably withhold consent to the Company’s request for additional data collection without justifiable reasons.
The Customer shall take measures to ensure that the (virtual) machine using the Subject SW is constantly connected to the Company’s metering server. The Customer acknowledges and agrees that in the event of a prolonged disruption in the above connection, the operation of the Subject SW shall be automatically suspended, and the Company shall not be liable for any damages incurred by the Customer due to such suspension.
16. Intellectual Property Rights
In accordance with these Terms, the Company allows the Customer to access the Subject SW through methods such as web download, cloud folder sharing, email attachment, etc. However, title to the Subject SW, all updates and improvements thereto, and all intellectual property rights therein shall remain vested in the Company.
If the Customer becomes aware of any third-party infringement of the intellectual property rights related to the Subject SW, it shall promptly notify the Company and endeavor to cooperate with the Company’s measures to prevent such infringement.
Copyright and other intellectual property rights for IP Content shall belong to the Company, and the Customer may not use IP Content without the prior written consent of the Company except as expressly permitted by the Company.
17. Confidentiality
The Customer shall not disclose to any third party any trade secret, personal information, credit information or IP Content (hereafter in this Article, “Confidential Information, etc.”) of the Company it has obtained in the course of using the Service. Notwithstanding the foregoing, this obligation shall not apply if disclosure is compelled by an administrative agency in accordance with other applicable laws and regulations or pursuant to a court order.
If the Customer provides or divulges the Confidential Information, etc. of the Company to a third party without the prior consent of the Company, the Customer shall compensate the Company for all damages caused thereby.
The Customer shall promptly return to the Company or destroy and delete all documents, drawings, other documents, or electronic or optical recording media in which the Confidential Information, etc. is entered or recorded, along with all copies, upon the termination of the use of Service (including rescission, termination, or expiration of the agreement term) or at the request of the Company.
If the Customer fails or neglects to perform the obligations under this Article, the Company may refuse to perform such obligations under these Terms.
This Article shall remain in effect for three (3) years after the termination of the Service Agreement.
18. Warranty
The Company warrants that it owns all copyrights and trade secrets related to the Service and has the authority to make the Service available to the Customer.
The Company warrants that, to the best of its knowledge as of the date of establishment of the Service Agreement, the Subject SW does not infringe any intellectual property rights of any third party.
The Service shall be provided “as-is” and “with all faults”. In the event of any defect or error in the Service, the Company shall make efforts to repair or supplement such defect or error within a reasonable period of time.
Except for the provisions of the preceding paragraph, the Company disclaims any implied warranties, including any warranties of merchantability or fitness for a particular purpose.
19. Promotion
The Company may promote the fact that the Customer has used the Service through means such as posting on the Company’s Site or including it in promotional materials. The Customer agrees to such promotion activities by the Company.
The Customer agrees that the Company may use the name, corporate identity (CI), and other related details of the Customer for the promotional purposes in the preceding paragraph.
20. Duty of Cooperation
The Company may request the necessary cooperation from the Customer for the improvement of the quality of Service and other related matters (including but not limited to the following). However, if the requested information falls under the Customer’s trade secrets, the Customer may refuse cooperation and shall provide an explanation for the refusal.
Providing specific information regarding the usage environment, input values, and other relevant details for bug fix purposes;
Providing information regarding the type of new models, characteristics of workloads, specific input examples, and other relevant details when using new models; and/or
Providing information related to the use of new (virtual) machines or GPUs.
21. Compensation for Damages
The Customer shall compensate the Company for any damages incurred by the Company as a result of the Customer’s breach of its obligations under these Terms.
22. Jurisdiction and Applicable Law
Matters not provided for in these Terms and interpretation of these Terms shall be governed by the laws of the Republic of Korea and commercial practices.
Any disputes between the Company and the Customer in relation with the Subject SW shall be finally settled by an arbitration as below:
Arbitral Institution: The Korean Commercial Arbitration Board (KCAB).
Arbitral Rules: Arbitral rules determined by the Arbitral Institution.