Friendli Suite
Terms of Service

CHAPTER I. GENERAL PROVISIONS

  1. 1.   Purpose

    1. The purpose of these Terms of Use (“Terms”) is to prescribe the rights, obligations, and responsibilities of FriendliAI Corp. (“Company”) and its users concerning any or all of the services provided by FriendliAI, which is delivered to users through a platform called Friendli Suite(“Services”). The Services include artificial intelligence (AI) solutions for hosting, using, training, and fine-tuning AI models, and hosting relevant customer data.

    2. The Company and its users shall exercise their rights and perform their obligations under these Terms with good faith.

  2. 2.   Definition

    1. The terms used in these Terms have the following meanings:

      1. Site” means the website and applications operated by the Company. It includes other websites, CLIs, and mobile applications provided through smartphones and mobile communication devices as announced and provided by the Company later. The Website includes a forum website for handling inquiries and issues related to the Member’s use of Services, a manual document website for explaining how to use Services, and a service website for using Services.

      2. Member” means a person who is entitled to use the Services by agreeing to these Terms.

      3. Member ID” means a username created by the Member using a combination of letters and numbers to identify the Member; or an email address provided by the Member during membership registration.

      4. Password” means a combination of letters, numbers, and special characters that the Member selects and registers on the Site to verify the identity of the user as the Member and to protect the Member’s information on the Site.

      5. Membership Withdrawal” means an act of the Member terminating the Service Agreement.

      6. Team” means a group of Members who collaborate with each other to use the Services and shall collectively pay the service fee.

      7. Service Tier” means the distinct levels of the Services categorized based on the scope and extent of Services use. The Company may vary the amount of free usage, available features, etc. by Service Tier, and may create new Service Tiers or discontinue or change existing Service Tiers. However, for changes that are unfavorable to Members, the Company shall provide 30 days’ prior notice to Members.

      8. Project” means a Member group established under the Team with a specific objective, and serves as the unit that generates service fee.

      9. Credential” means unique value information that can be used to verify the Member’s access permissions within a third-party service used by the Member.

      10. Checkpoint” means a file that contains structured parameter values of an AI model.

      11. Service Credit” means the credit granted by the Company to the Member, expressed in USD, where each (1) credit holds a value of $1 (one dollar). Service Credit shall be provided: (1) when the Company fails to comply with the service levels under the separate Service Level Agreement due to reasons attributable to the Company; and/or (2) during service promotions.

      12. IP Content ” means all data, information, materials, features, functions, and other content provided by the Company for the establishment and operation of the Services, including, but not limited to, any and all techniques and learnings that the Company develops in connection with the operation of the Services, logging or statistical data (including performance and accuracy data) obtained during the Member’s use of the Services, as well as information regarding availability, features, and functionality of the Services. All patents, copyrights, trademarks, trade secrets and/or other intellectual property rights of all materials included in the Services, including IP Content, belong to the Company and are protected by applicable laws.

    2. The terms not defined in this Article shall have the respective meanings prescribed to them in the Site guide, relevant laws and regulations, or otherwise in accordance with commercial practices.

  3. 3.   Display and Effect of Terms

    1. The Company shall make the contents of these Terms accessible to users by providing a separate linked page or through a pop-up window within the Services.

    2. The effects of the warning messages presented on the page when using the Services shall be the same as the effects of these Terms.

    3. 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 4 shall apply mutatis mutandis.

    4. These Terms shall apply to all Services that the Company provides to the Member through the Site. However, if the Individual Terms and Conditions apply, or if the service is provided on a separate internet site operated by the Company, the Individual Terms and Conditions or the terms and conditions of the relevant site shall take precedence.

    5. Matters not specified in these Terms shall be governed by relevant laws and regulations, detailed guidelines for the use of Services set by the Company, and general commercial practices.

  4. 4.   Amendment to the Terms

    1. The Company may amend the Terms to the extent that they do not violate relevant laws and regulations, such as the Act on the Regulation of Terms and Conditions.

    2. 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 amendment. However, if the amendments are made unfavorably to Members, at least 30 days advance notice shall be provided to the Members.

    3. If the Member has not explicitly expressed his/her intention to reject the amended Terms by the effective date of the revised Terms, he/she shall be deemed to have approved the amended Terms. The Member who does not agree to the amended Terms may freely terminate the Service Agreement at any time.

    4. 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 Member has consented to the transfer when: (1) the Company notifies the Member of such fact individually or publicly; and (2) the Member fails to express his/her intention of refusal to consent for 30 days. If the Member does not agree to this paragraph or refuses to give consent under this paragraph, the Service Agreement under these Terms may be terminated at any time.

CHAPTER II. MEMBERS

  1. 5.   Membership Registration

    1. If a user who desires to become a member (“Applicant”) agrees to the Terms, enters membership information (ID, password, email address, etc.) in the registration form prescribed by the Company and completes the identity verification process, the membership registration process is completed. Once the membership registration page indicates that the Applicant’s membership registration is completed, the service agreement shall be deemed to have been established (“Service Agreement”).

    2. The Company may cancel a membership registration falling under any of the following subparagraphs:

      1. (In case the Applicant is a corporation) where such corporation or position of administrator who has proceeded with the application process for the corporation cannot be verified;

      2. Where the Applicant provides false information in the application for the Service Agreement;

      3. Where an application is filed by an Applicant who is in competition with products or services provided by the Company;

      4. Where the Applicant intends to use the Services for unlawful purposes;

      5. Where the Member, whose Service Agreement was terminated due to a cause attributable to the Member, reapply for the membership; and/or

      6. Where it is reasonable for the Company to cancel certain membership registration due to other reasons attributable to the Applicant.

    3. If an application for the use of Services falls under any of the following subparagraphs, the Company may withhold membership registration until the grounds for restriction of membership registration have been removed:

      1. Where Service-related facilities are insufficient;

      2. Where technical problem exists; and/or

      3. Where it is reasonable for the Company to withhold certain membership registration due to any other reasons attributable to the Company.

    4. Once the Applicant’s membership registration is completed, a Team is automatically created, with such Applicant becoming the sole Member and owner of the Team (“Team Owner”). The Member can create other Teams as needed in addition to their existing Teams. The Member can invite other Members to join their Teams, and transfer the Team Owner status to another Member as needed.

    5. Team Owner may perform all activities for the use of the Services on behalf of the Team, and the effect of all activities of the Team Owner within the Site shall belong to the relevant Team.

    6. If the Applicant has the Service Agreement established by registering membership on behalf of a corporation or other legal entity, the Applicant represents and warrants that the Applicant is authorized to bind such an entity to the Service Agreement, and in such cases Team will refer to that entity. If the Applicant does not have authority to bind the entity or disagrees with any provision of these Terms, they shall not register membership on behalf of the entity and use the Services. The Company may request the Team Owner to submit materials or information necessary to confirm whether the Team Owner is able to represent the entity, and if the Team Owner fails to comply, the Company may not allow the creation of the Team or may delete the Team.

  2. 6.   Withdrawal and Disqualification of Members

    1. When the Member intends to terminate the Service Agreement (“Withdrawal of Membership”), the Member may submit a request for the Withdrawal of Membership on the Site or by email, and the Company shall immediately process the Withdrawal of Membership after confirming that all service fee has been paid. The Member shall be responsible for any disadvantages arising from the Withdrawal of Membership.

    2. If the Member falls under any of the following subparagraphs, the Company may restrict or suspend his/her membership in an appropriate manner or terminate the Service Agreement:

      1. Where the Member has registered false information when he/she applies for membership registration;

      2. Where the Member threatens the order of electronic commerce by interfering with the use of Services by a third party or unauthorized use of information belonging to a third party, etc.;

      3. Where the Member infringes on the rights, honor, credit, or other legitimate interests of the Company or any other Member, or commits any act in violation of the relevant laws and regulations of the Republic of Korea, good morals, and other social order;

      4. Where an order such as attachment or provisional attachment regarding the Member is issued by a court, or a request for suspension of use is made from an authorized investigation agency;

      5. Where the Company restricts or suspends membership of the Member, and the Member repeats the same act at least twice, or fails to rectify the ground for restriction or suspension within ten (10) days; and/or

      6. Where the Member breaches any condition under these Terms.

    3. If the Company terminates the Service Agreement, the Member shall be notified and provided with an opportunity to provide an explanation before the membership termination. 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.

    4. If the Company cancels or terminates the Service Agreement pursuant to Article 6.2, the Company may claim damages against the Member. However, the foregoing shall not apply where the Member proves that there are no reasons attributable to himself/herself.

    5. The Company prohibits the Member’s sharing of his/her account with other users. Even if a third party uses the Member’s account and violates the Terms during the account sharing, sanctions may be applied to the Member or to the Member’s account. Further, the Company may also impose sanctions for violations of the Terms on the following users: (1) the user who abets or conspires with other users in violation of the Terms; and/or (2) the user who aids other users’ violation of the Terms or unfairly benefit from such violation.

    6. Upon termination of the Service Agreement, all information related to the use of the Services shall be deleted, except where the Company retains the information of the Member in accordance with relevant laws and regulations and the Privacy Policy.

  3. 7.   Notification to Members

    1. The Company may notify the Member via the Site, email, text message (SMS), or phone.

    2. As for the notice to all Members, the Company’s posting on the Site may be deemed as a notice pursuant to Article 7.1.

    3. The Company shall not be held liable if the Member fails to receive the notification as per this Article, due to inaccurate contact information provided by the Member, refusal to accept the communication, or failure to confirm the notification.

CHAPTER III. SERVICE PROVISION AND USAGE FEE

SECTION 1 General Provisions on Services

  1. 8.   Details and Procedures of the Services

    1. The Services, which include but are not limited to Friendli Serverless Endpoints, Friendli Dedicated Endpoints, and Friendli Container Trial, provide the following features (the Company may add more features as deemed necessary):

      1. Endpoints for inference. By sending inference requests to an endpoint, a user can use an AI model to process certain input data and generate output as a result. The Company also provides users with various interfaces (including API, CLI, SDK, and web interface) for sending inference requests.

      2. Creating and managing user’s own endpoints. A user can create an endpoint for hosting an AI model, and use the endpoint exclusively within the user’s Team. Note that the company operates endpoints for hosting a curated set of AI models, and the endpoints are available for all users. When creating an endpoint, the user shall choose one of the following options: sharing GPUs with other endpoints, or using a set of GPUs dedicated for the endpoint, at an additional cost.

      3. A trial version of Friendli Engine Container. Friendli Engine is an AI serving system specialized in generative AI models, developed by the Company. The Friendli Engine Container refers to a container image that includes an executable package of the Friendli Engine. Users may utilize the trial version free of charge for a limited period, as specified in the corresponding annex.

      4. Other related supplementary features.

    2. The details and procedures of the Services shall be stipulated in the separate manual document provided by the Company.

  2. 9.   Restrictions on the Use and Provision of Services

    1. The Services, in principle, shall continue for a year around 24 hours a day, unless there are operational or technical issues.

    2. The Company may restrict or suspend temporarily all or part of the Services for reasonable grounds, such as regular inspection, maintenance, replacement, etc., which cause disruption to the Services.

    3. All or part of the Services may be restricted or suspended: (1) in the event of war, accident, natural disaster, or national emergency equivalent thereto; (2) in the event of a power outage, overuse of Services, etc. which makes normal Services impossible; and/or (3) in the event of other force majeure.

    4. If the Company restricts or suspends the Services temporarily under Article 9.2, the Company shall make a notification to the Member. However, this shall not be the case if it is impossible to give prior notice due to Service interruption for reasons beyond the control of the Company

    5. The Company shall indemnify for any damages suffered by the Member or a third party due to the temporary suspension of the Services under Article 9.2; Provided that, the Company shall not indemnify for any damages if it proves that there is no reason attributable to the Company.

    6. Service levels warranted by the Company and compensation for non-maintenance are subject to a separate Service Level Agreement (“SLA”).

    7. The Company may allow the Member to access beta test, test use, trial, preview version, public beta release, etc. (“Beta-version Services”) by disclosing them to the Member. Beta-version Services shall be provided “as-is” and “with all faults”, and shall be excluded from all warranties provided in the SLA. The availability, features, and functionality of the Beta-version Services shall be considered confidential information of the Company, and the Member shall not share or disclose them to any third party. The Company has the right to discontinue the Beta-version Services at any time without notice, and shall not be liable to the Member for such action.

    8. The Company may change, discontinue, or deprecate any part, or all, of the Services, or change or remove features or functions of the Services. In this case, the Member may withdraw from membership, and the Member’s continued use of the Services shall be deemed acceptance of the foregoing changes.

    9. In providing the Services, the Company may set rate limits to the Members. The detailed terms and conditions regarding rate limits shall be announced from time to time through the Site. The Member may only use the Services in accordance with the terms and conditions set by the Company.

    10. Any third party software, services, or other products that the Member uses in connection with the Services including without limitation AI model (“Third Party Products”), shall be subject to their own terms and conditions and the Company shall not be responsible for Third Party Products. The Member expressly acknowledges and agrees that the Member’s use of AI model or any output from the AI model may be subject to terms imposed by the providers of the chosen model. The Company makes no representations or warranties regarding any Third Party Products, and the Member’s access to and use of such Third Party Products is at the Member’s own risk, which risks the Member expressly assumes. The Company shall provide Members, from time to time, with details regarding the suppliers of the models hosted by the Company, the granted licenses, and other relevant information through the Site.

  3. SECTION 2 Calculation and Payment of Service Fee

  4. 10.   Calculation of Service Fee

    1. The service fee payable by the Member shall be invoiced in USD as monthly service fee for the period from the first day to the last day of each month, unless otherwise agreed by the parties.

    2. If the provision of Services commences in the middle of the month, the service fee shall be calculated daily from the start date to the end of the month in which the start date falls.

    3. The Company shall, in principle, charge the service fee in deferred payment, but if there is a separate agreement, payment of the service fee shall be subject to such separate agreement.

    4. The service fee for each Service will be posted on the Site, and the Member shall pay the service fee in accordance with the pricing listed on the Site.

    5. If the modifications of the service fee are made unfavorably to Members, at least 30 days advance notice shall be provided to the Members. In the event that a Member does not agree to the revised service fee, the Member may terminate these Terms at its sole discretion.

  1. 11.   Payment of Service Fee

    1. The Team Owner, after creating the Team, may register a payment method for the payment of service fee to the payment service provider designated by the Company. If a payment method is not registered, all users in such Team shall not be allowed to use the Services that incur any costs.

    2. To register a payment method, the Team Owner shall provide credit card information, such as the cardholder’s name, card number, expiration date, CVC, and billing address, to the designated payment service provider.

    3. The Team shall pay the service fee to the Company by one of the following methods. However, in the event of any separate agreement by the parties regarding the payment of service fee, the terms of the separate agreement shall apply:

      1. Payment via Service Credit; and/or

      2. Regular/recurring payments through the registered payment method.

    4. The Company shall send a service fee statement to the Team Owner. If the Team has any objection regarding the service fee, etc., it may raise such objection to the Company within ten (10) days, and the Company shall conduct an investigation into the validity of such objection and notify the Team of the investigation results.

    5. If a Team does not pay a service fee, the Company may not provide the Services to the Team.

    6. A Team bears primary responsibility for the payment of service fee, and if the Team fails to pay the service fee, the Company reserves the right to charge the Team Owner secondarily for those service fee.

    7. As the Company does not directly handle the payment processing, the Company shall not be held liable for any information entered in connection with the payment of the fee and any resulting disadvantages, unless such issues are attributable to the Company.

    8. In principle, any disputes arising between the Member and payment gateways company shall be resolved directly between the parties involved. The Company shall not assume responsibility for the foregoing matters, and the terms and conditions of the payment gateway company shall take precedence over such disputes.

  2. 12.   Refund and Deduction of Service Fee

    If the Team has made an overpayment or erroneous payment of service fee, the Company shall refund the excess or erroneous amount to the Team. However, upon the Team’s consent and/or failure to respond to the Company’s return notice, the Company may offset the same amount from the next month’s service fee.

  3. CHAPTER IV. DUTIES OF THE PARTIES

  4. 13.   Obligations of the Company

    1. 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 Services in a consistent and stable manner.

    2. 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.

    3. If the opinions or complaints raised by the Member are objectively justified, the Company shall promptly take actions according to appropriate procedures. However, where there are difficulties in handling the matters immediately, the Company shall notify the Member of the grounds for the delay and provide an estimated processing schedule.

  1. 14.   Disclaimer

    1. The Member shall diligently familiarize himself/herself with the manual or guide provided by the Company, make necessary settings for using the Services accordingly, and use the Services to prevent excessive load.

    2. The Member shall use the Services with data (including Checkpoints) that the Member has lawfully obtained and to which the Member has full rights. The Member shall ensure that the Member and/or the Company do not infringe the intellectual property rights, etc. of any third party by the Member’s use of the data within the Services, and the Member shall be solely responsible for any and all risks and liabilities caused by the Member’s use of such data. The Member shall ensure that no personal information is included in the information stored in the Services.

    3. The Member shall carefully manage stored information (Credentials, Checkpoints, Projects, etc.). Notwithstanding any deletion or damage to stored information resulting from the Member’s negligence, the Company shall bear no obligation to restore it.

    4. The Member agrees that during the period of these Terms and for three (3) year thereafter, the Member shall not use, or induce or permit any third party to use, the Services 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.

    5. The Member shall not engage in any of the following:

      1. Registering false information when applying for membership or changing the membership status;

      2. Falsely changing the information posted on the Site;

      3. Infringing on the intellectual property rights, etc. of the Company or any other third party;

      4. Defaming or obstructing the business of the Company and any other third party;

      5. Using IDs of other Members without permission;

      6. Transmitting or posting information (computer programs, etc.) that is prohibited to be transmitted or posted by relevant laws and regulations;

      7. Posting or sending articles by disguising or impersonating an employee or manager of the Company or by misusing the name of another person;

      8. Publishing or sending data containing software viruses, other computer codes, files, or programs designed to interfere with or destroy the normal operation of computer software, hardware, or telecommunications equipment;

      9. Hacking or running similar hacking program or interfering with normal operation by using the Services (for example, hacking or virus dissemination, DDoS attack, etc.);

      10. Performing excessive automated tasks that burden the operation of the Services;

      11. Decompiling, reverse engineering, or disassembling the component software of the Services;

      12. Copying, selling, renting, transferring, distributing, modifying, or creating any portion of the Services;

      13. Providing the Services to any third party as the Member’s product or service;

      14. Using Services or results of Services for illegal or unethical purposes;

      15. Causing failure to the system that measures the service usage of the Member, causing the service fee to be underestimated through the avoidance of such system, or engaging in any action that allows the Member to exceed the use limits;

      16. Acquiring and divulging confidential information (source code, etc.) of the Company or a third party using the Services;

      17. Collecting, storing, or disclosing information about other Members without the consent of the data subject;

      18. Violating the Terms or other policy regarding the Services prescribed by the Company;

      19. Disclosing or posting obscene or violent messages, images, voices, or other information contrary to public morals;

      20. Other acts deemed inappropriate by the Company, such as providing information that distorts the facts; and/or

      21. Other acts in violation of the relevant laws and regulations or the policy of the Company.

    6. The Member shall assume full responsibility for any disadvantages arising from the false or misrepresented information of the Member, and the Company shall not be held accountable for such occurrences.

    7. If the Member has committed an act that falls under paragraphs 4 and 5 of this Article, the Company may take the following measures. However, the actions that the Company may take are not limited to the following subparagraphs, and the illegal acts of the Member to which the Company may take measures are not limited to the cases under paragraph 4 of this Article:

      1. Restriction on the use of certain services;

      2. Termination of the Service Agreement; and/or

      3. Claim for damages.

    8. The Member shall be liable for damages suffered by the Company, other Members, or third parties due to reasons attributable to him/her.

    9. The Member shall comply with the applicable laws and regulations, the Terms, detailed guidelines for use, guidance on the use of the Services, and any public notices issued by the Company related to the Services, and shall review them periodically.

    10. The Member shall cooperate with the Company to ensure that the Company can provide the Services safely, and shall respond promptly and proactively to the Company’s request if the Company requests an explanation for the Member’s violation of these Terms.

    11. As between the parties and to the extent permitted by applicable laws, the Member retains its ownership rights in the output from the AI model.

  2. 15.   Obligation to Membership IDs and Passwords

    1. In principle, the Member shall be responsible for the management of his/her Member ID and password.

    2. The Member shall not allow any third party to use his/her Member ID and Password, and acknowledges that the Member shall bear all responsibilities for any consequences arising from such use.

    3. If the Member recognizes that his/her member ID and password have been stolen or used by a third party, he/she shall immediately notify the Company and follow the Company’s guidance. If the Member delays the above notification to the Company, the Company shall not be obligated to compensate for damages caused by such delay.

  3. 16.   Deletion of Posts or Contents

    1. If a Member incurs damages or other issues to himself/herself or others due to the postings uploaded by another Member, the Member shall resolve the matter directly with the other Member who uploaded the postings, and the Company shall not be liable for such matters.

    2. If the contents posted by the Member fall under any of the following subparagraphs, the Company may delete or modify it without prior notice or consent. However, the Company shall not be obligated to delete such information:

      1. If a Member incurs damages or other issues to himself/herself or others due to the postings uploaded by another Member, the Member shall resolve the matter directly with the other Member who uploaded the postings, and the Company shall not be liable for such matters.

      2. Where there is a request from a person to whom the authority is duly delegated;

      3. Where information posted by the Member infringes on the reputation, rights, etc. of a third party;

      4. Where the information posted by the Member violates the Terms, other policies for Services, the relevant laws and regulations, etc.;

      5. Where a dispute may arise in connection with the Company, the Member, and/or a third party;

      6. Where an administrative agency or the press raises an issue, or where a complaint brings or is likely to bring negative effect on the Company; and/or

      7. Where there are any other reasonable grounds.

    3. The Company may post a list of shared Checkpoints for use by all Members (“Catalog”). Members may copy or reference Checkpoints listed in the Catalog for specific Projects and use them in the Services. Checkpoints posted in the Catalog may be removed by the Company without any separate notice. If a Checkpoint is deleted, and a Member has referenced the Checkpoint to a project using the referencing method, such Checkpoint will no longer be available for use, and the Company shall not be held responsible for the foregoing circumstances.

  4. 17.   Copyright Owner and Related Rights and Obligations

    1. All rights and responsibilities for posts created by the Member shall be vested in the Member who have posted them.

    2. Copyright and other intellectual property rights for IP Content shall belong to the Company, and the Member may not use IP Content without the prior written consent of the Company except as expressly permitted by the Company.

    3. The Member shall not use the information obtained in the course of the use of the Company’s Services for profit by means of reproduction, transmission, publication, distribution, broadcasting, or other means without the prior consent of the Company, or allow a third party to use such information.

    4. The Company may use, reproduce, modify, publish, or distribute the following posts posted by the Member on the Site for marketing purposes related to the provision of its Services. However, the Company shall handle the information to the extent that it excludes personal information when using the posts, and protect the author’s rights to the fullest extent possible:

      1. Profile information of the Team;

      2. Reviews prepared by the Member (including text and photos); and/or

      3. Other contents prepared and posted by the Member in the course of using the Service.

    5. The Member may request the Company to report and take necessary measures if his/her copyright had been infringed within the Service, and the Company shall take measures in accordance with the relevant laws and regulations.

    6. The Company may delete the post without prior notice, or take measures against the publisher, which may restrict the use of certain services within the Services and terminate the Service Agreement, in the following cases:

      1. Where the post violates the relevant laws and regulations;

      2. Where the post infringes on another person’s rights, reputation, credit, or other legitimate interests;

      3. Where the post contains malicious code or data that may cause malfunction of information and communications devices;

      4. Where the post violates public order or social morals; and/or

      5. Where the post is deemed to hinder the smooth progress of Services provided by the Company.

  5. 18.   Information Collection

    1. The Company collects information related to the virtual machines on which the Service is used (GPU type, virtual machine type, start time, end time, etc.), meta information for the model (number of layers, number of attention heads, head size, vocabulary size, maximum length, etc.), the records of inference endpoint creation and deletion requests, 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.).

    2. The Company may utilize the collected information for the purpose of calculating service fee to be invoiced to the Member, or for the improvement of the Company’s products and services. The term ‘products and service’ referred to herein shall not limited to the services covered by these Terms but also shall include other products and services developed and operated by the Company.

  6. CHAPTER V. MISCELLANEOUS

  7. 19.   Prohibition of Transfer

    The Member shall not lend, transfer, donate, etc. his/her right to use the Services to another person, nor pledge it.

  8. 20.   Disclaimer

    1. The Company shall not be liable for any dispute or damage caused by the Member in violation of these Terms.

    2. The Company shall not be liable for any damages incurred to the Member if telecommunications business operators (including cases in which the internet services provided through cables) or cloud service providers have suspended telecommunications services or failed to provide them normally or if the Company is unable to provide Services due to a natural disaster or force majeure equivalent thereto.

    3. The Company shall not be liable for any failure of Services, data loss, problems caused by any reason attributable to the Member, such as negligence in management and operation.

    4. The Company shall not be liable for any damage caused by the Member’s provision of his/her information and account (member ID, password, etc.) to another person or leakage due to the Member’s negligence in management.

    5. The Company shall not be liable for any failure of the Member to obtain the results expected through the Services or any loss incurred by the data obtained through the Services.

    6. When the Member uses the Services, the Member understands and agrees:

      1. Output from the AI model may not always be accurate. The Member shall not rely on the output from the AI model as the sole source of truth or factual information, or as a substitute for professional advice;

      2. The Member shall evaluate the output from the AI model for accuracy and appropriateness for the Member’s use case, including using human review as appropriate, before using or sharing output from the AI model;

      3. The Member shall not use any output from the AI model relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, ethical, moral, medical, or other important decisions about them;

      4. The AI model may provide incomplete, incorrect, or offensive output that does not represent the Company’s views. If the output from the AI model references any third party products or services, it shall not mean the third party endorses or is affiliated with the Company;

      5. The AI model may create identical or near-identical output for multiple users;

      6. AI models are inherently random in the way they create outputs, and providing the same input twice likely will not necessarily return the same output; and

      7. The Member assumes any and all responsibility for the output from the AI model.

  9. 21.   Compensation for Damages

    If one of the parties has caused any damage to the other party due to its breach of its obligations under these Terms, the party attributable shall compensate the other party for the damage suffered.

  10. 22.   Protection of Personal Information of Members

    1. In order to protect the personal information of the Member, the Company shall comply with the relevant laws and regulations, and shall obtain the consent of the relevant data subject when collecting personal information of the Member.

    2. The Privacy Policy of the Company applies with respect to the protection of personal information, which shall be provided through a separate linked page or a pop-up window within the Services.

  11. 23.   Confidentiality

    1. Neither the Company nor the Member shall disclose to any third party any trade secret, personal information, credit information or IP Content (hereafter in this Article, “Confidential Information, etc.”) of the other party they have learned in the course of using the Services. However, the foregoing shall not apply where an administrative agency requests the disclosure of information based on other laws and regulations or discloses information in accordance with a court ruling.

    2. If the Company or the Member provides or divulges Confidential Information, etc. of the other party to a third party without the prior consent of the data subject, the Company and the Member shall compensate the data subject for all damages caused thereby.

    3. The Company and the Member shall promptly return to the other party or destroy and delete all documents, drawings, other documents, or electronic or optical recording media in which Confidential Information, etc. is entered or recorded, along with all copies, upon the termination of the Services (including cancellation, termination or expiration of the agreement term) or at the request of the other party.

    4. If the Company or the Member fails or neglects to perform the obligations under this Article, the other party may refuse to perform such obligations under these Terms.

    5. This Article shall remain in effect for three (3) years after the termination of the Service Agreement.

  12. 24.   Promotion

    1. The Company may promote the fact that the Member’s Team (which may refer to employer of the Member based on the Article 5.5) has used the Services through means such as posting on the Company’s website or including it in promotional materials. The Member, including Team Owner, agrees to such promotion activities by the Company.

    2. The Member, including Team Owner, agrees that the Company may use the name, corporate identity (CI), and other related details of the Team to which the Member belongs for the promotional purposes in the preceding paragraph.

  13. 25.   Jurisdiction and Applicable Law

    1. Matters not provided for in these Terms and interpretation of these Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

    2. Exclusive jurisdiction over any action, suit, or proceeding under, arising out of, or relating to these Terms and the Services shall lie in the federal and state courts in San Mateo County, California, and each party hereby waives any objection it may have at any time to the laying of venue of any such proceedings brought in any such courts, waives any claim that such proceedings have been brought in an inconvenient forum, and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over that party.


Annex


Special Terms of
Friendli Container Trial

  1. 1.   Definition

    1. The terms used in these Special Terms have the following meanings:

      1. Subject SW” means the Friendli Container Trial version.

      2. Container Trial Service” means the activities undertaken by the Company in providing the Subject SW to the Team and its Members, including but not limited to maintaining, repairing, and improving the Subject SW.

      3. Target GPU” means the graphics processing unit(s) listed by the Company on the Site that may support the Subject SW.

    2. Capitalized terms not defined in this Annex have the same meanings set out in the Terms of Service.

  2. 2.   Provision and Use of Container Trial Service

    1. The Team may use the Container Trial Service for trial purposes for a period of 60 days free of charge. Nevertheless, the period of Container Trial Service usage may be extended through mutual agreement between the Company and the Team.

    2. The Team shall not operate more than one (1) instance of Subject SW at a time. However, the number of instances that the Team may operate at once may be increased if the Team makes a request and the Company separately agrees to the request.

    3. After the Service Agreement between the Team and the Company has been established, the Company shall deliver the Subject SW to the Team Owner and allow the Team and its Member to access it through methods determined by the Company, such as email attachment, cloud folder sharing, web download, etc. The Company may provide the Container Trial Service to the Team upon the Team Owner’s registration of membership.

  3. 3.   Changes to and Suspension of Container Trial Service

    1. 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 Team Owner in accordance with the method specified in Article 7 of the Terms of Service. If the application of the changed service results in a suspension of the Customer's use of the Container Trial Service, the Company shall notify the Customer seven (7) days prior to the effective date of the changed service.

    2. 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 Team’s continued use of the Subject SW shall be deemed acceptance of the foregoing changes.

  4. 4.   Special Terms as a Trial Service

    1. The Team acknowledges that the Container Trial 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.

    2. The Team shall not use the Container Trial 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 Team shall immediately cease the use of the Container Trial Service and the Subject SW, and the Company may charge the Team usage fee equivalent to those of a standard and charged version of the Friendli Container.

    3. If the Team intends to use a standard and charged version of the Friendli Container, the Team may obtain the right to use either service by entering into a separate service agreement with the Company.

  5. 5.   Obligations of Team and Its Member

    1. The Team and its Member shall not engage in any of the following actions or assist any third party in engaging in any of the following actions:

      1. Using in excess of the number of Subject SW agreed with the Company;

      2. Sharing the Container Trial Service or the Subject SW with multiple users;

      3. Enabling a third party to use the Container Trial Service, or transferring and/or providing the Subject SW to a third party;

      4. Using the Container Trial Service in an environment that does not utilize the Team’s internal network or VPN;

      5. Using the Container Trial Service within a cloud service pertaining to a non-Team’s account;

      6. Using the Subject SW on hardware devices other than the Target GPU;

      7. Decompiling, reverse engineering, disassembling, or modifying the component of the Subject SW or the Subject SW itself;

      8. Engaging in the act of disallowing access to the Company’s metering server;

      9. Providing third parties with products, software, or services similar to the products and services offered by the Company, using the Subject SW; and/or

      10. Violating terms and conditions of the Terms of Service, this Annex and/or other policy regarding the Container Trial Service prescribed by the Company.

    2. If the Team and/or its Member 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:

      1. Termination of the Service Agreement; and/or

      2. Claim for damages.

    3. The Team shall be liable for damages suffered by the Company, or third parties due to reasons attributable to it.

  6. 6.   Information Collection

    1. In addition to the information collected under Article 18 of the Terms of Service, the Company 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.).

    2. If the Company necessitates additional data collection, it shall discuss with the Team in advance regarding the collection, and the Team shall not unreasonably withhold consent to the Company's request for additional data collection without justifiable reasons.

    3. The Team shall take measures to ensure that the (virtual) machine using the Subject SW is constantly connected to the Company’s metering server. The Team and its Member acknowledge and agree 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 Team due to such suspension.

  7. 7.   Intellectual Property Rights

    1. In accordance with the terms and conditions of the Terms of Service and this Annex, the Company allows the Team 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.

    2. If the Team 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.

    3. Copyright and other intellectual property rights for IP Content shall belong to the Company, and the Team may not use IP Content without the prior written consent of the Company except as expressly permitted by the Company.

  8. 8.   Duty of Cooperation

    1. The Company may request the necessary cooperation from the Team for the improvement of the quality of Container Trial Service and other related matters (including but not limited to the following). However, if the requested information falls under the Team’s trade secrets, the Team may refuse cooperation and shall provide an explanation for the refusal.

      1. Providing specific information regarding the usage environment, input values, and other relevant details for bug fix purposes;

      2. Providing information regarding the type of new models, characteristics of workloads, specific input examples, and other relevant details when using new models; and/or

      3. Providing information related to the use of new (virtual) machines or GPUs.

Addendum

To see previous version of Friendli Container Trial, clickhere.

1. Enforcement Date

These Terms shall enter into force on Dec 26, 2023.