Effective date: August 18, 2026 · Last updated: August 18, 2026
Applicability. These Core Terms apply to all Customers. If Customer registers for or uses the Services without executing an Order Form, Annex A (Self-Service Terms) also applies, whether Customer is an individual or an organization. If Customer executes an Order Form, any enterprise or B2B addendum applies only if it is provided to Customer and expressly incorporated through the applicable private transaction package. Conflicts are resolved under Section 2.2.
1. Definitions
“Acceptable Use Policy” or “AUP” means the policy located at https://docs.cloud.vessl.ai/legal/acceptable-use, as updated from time to time. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the equity or voting interests. “Authorized User” means an individual employee, contractor, or agent whom Customer authorizes to access the Services on Customer’s behalf. Customer is responsible for ensuring that each Authorized User complies with this Agreement and the AUP. “Beta Services” means Services that VESSL labels as “Beta,” “Preview,” “Early Access,” “Experimental,” or similar. “B2B Customer” means a Customer that has executed an Order Form with VESSL. “Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”), in any form, that is marked or reasonably understood from the circumstances to be confidential. Confidential Information includes the terms of any Order Form, the Services architecture, security measures, and Customer Content. “Customer Content” means data, software, code, models, Inputs, resource names, labels, tags, configuration values, and other materials submitted to or processed by the Services by or on behalf of Customer. Customer Content does not include billing identifiers or Usage Data generated by VESSL. “Documentation” means the technical and user documentation made available by VESSL for the Services at https://docs.cloud.vessl.ai or in the Services console, as updated from time to time. Documentation forms part of the parties’ agreement only to the extent it states technical or operational instructions applicable to Customer’s use of the Services or supplies a specific fact or value that this Agreement expressly delegates to an identified Documentation page. An update to Documentation does not by itself amend Fees or payment obligations, liability, Intellectual Property Rights, rights to use Customer Content, the Subscription Term, termination rights, data-retention or deletion periods, or the amendment requirements of this Agreement. “DPA” means the Data Processing Agreement located at https://docs.cloud.vessl.ai/legal/dpa, as updated from time to time (for Self-Service Customers), or as separately executed by the parties (for B2B Customers). “Effective Date” means the date on which Customer first agrees to this Agreement, whether by executing an Order Form, accepting these terms electronically, or otherwise using the Services. “End User” means any person who accesses or uses products or services made available by Customer using the Services, other than an Authorized User. “Fees” means the fees applicable to Customer’s use of the Services, as set forth in the applicable Order Form or self-service pricing published by VESSL. “Force Majeure Event” means any cause beyond a party’s reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, epidemics, governmental actions, civil unrest, labor disputes, failures of essential public infrastructure, and failures of third-party telecommunications, internet, or power providers. “Inputs” means prompts, instructions, code, data, or other content provided by Customer (or its Authorized Users or End Users) to the Services for processing. “Intellectual Property Rights” means all patents, copyrights, trademarks, service marks, trade secrets, know-how, moral rights, database rights, and all other proprietary rights recognized in any jurisdiction, whether registered or unregistered. “Order Form” means an ordering document, online order, statement of work, or addendum executed by the parties that references this Agreement. “Output” means any content, prediction, classification, generation, or other result produced by the Services from Customer Content. “Personal Data” has the meaning given in the DPA. “Purchased Credits” means prepaid value purchased by a Self-Service Customer and applied to Fees in accordance with Annex A. “Promotional Credits” means complimentary, trial, promotional, or other non-purchased value issued by VESSL, subject to the conditions and expiration stated when issued. “Service Credits” means non-cash credits issued as a remedy under the applicable SLA. Service Credits are not Purchased Credits or Promotional Credits. “SCCs” means the Standard Contractual Clauses as incorporated under the DPA. “Self-Service Customer” means a Customer that registers for or uses the Services without executing an Order Form. A Self-Service Customer may be an individual or an organization. “Services” means VESSL Cloud and the related products and services VESSL makes available under this Agreement, including Container Compute, VM Cluster Services, Storage Services, and Inference Services, as further described in the Documentation, the applicable Service-Specific Terms, and any applicable Order Form. “Service Level Agreement” or “SLA” means the SLA located at https://docs.cloud.vessl.ai/legal/sla, as updated from time to time. That SLA applies to a Self-Service Customer and, for a B2B Customer, applies by default except to the extent a Custom SLA Addendum or Order Form applicable to the transaction expressly provides otherwise. “Service-Specific Terms” means the additional terms applicable to a particular Service, as published at https://docs.cloud.vessl.ai/legal/service-terms or referenced in the Documentation, in each case as updated from time to time, including the Container Compute Service Terms, the VM Cluster Service Terms, the Inference Service Terms, and the Storage Service Terms. “Sub-processor” means any third-party processor engaged by VESSL to process Personal Data on behalf of Customer. “Subscription Term” means: (a) for B2B Customers, the period specified in the applicable Order Form during which Customer is authorized to access the Services; and (b) for Self-Service Customers, the period from account creation until Customer’s account is terminated or deleted in accordance with this Agreement. “Support Policy” means the support policy located at https://docs.cloud.vessl.ai/legal/support-policy, as updated from time to time. “Usage Data” means telemetry, performance, operational, security, and aggregated statistical data generated by or in connection with Customer’s use of the Services, excluding Customer Content.2. Services
2.1 Provision of Services
Subject to this Agreement and payment of applicable Fees, VESSL grants Customer a non-exclusive, non-transferable right during the Subscription Term to access and use the Services for Customer’s lawful purposes, including to build, operate, and provide products and services to Customer’s End Users. The right granted in this Section 2.1 is non-sublicensable, except that Customer may permit its End Users to interact with the Services solely as necessary to access products or services that Customer builds on or with the Services. Customer remains responsible for End Users’ use of the Services as if such use were Customer’s own.2.2 Order of Precedence
The documents constituting the parties’ agreement control only the subjects assigned to them below. If two provisions conflict, the provision assigned to the more specific subject controls only to the extent of that conflict:- the SCCs or another binding transfer mechanism incorporated under the DPA control transfers of Personal Data that they cover;
- the DPA controls the processing of Customer Personal Data;
- an executed Order Form or separately executed supplemental agreement controls the transaction-specific commercial, technical, or legal terms that it expressly addresses, and an executed Custom SLA Addendum controls the service levels for the Covered Services it identifies;
- Annex A controls Self-Service account, billing, payment, and other Self-Service commercial terms;
- the applicable Service-Specific Terms control the technical and operational conditions specific to that Service;
- the SLA controls availability measurements, service-level objectives, exclusions, claims, and Service Credits;
- these Core Terms control general legal terms not assigned above; and
- the AUP controls prohibited use and related enforcement, the Support Policy controls support procedures, the Sub-processor List identifies authorized Sub-processors, and Documentation controls only the limited subjects stated in the definition of Documentation.
2.3 Beta Services
Beta Services are provided “AS IS,” are excluded from the SLA except to the extent the SLA or an applicable Order Form expressly provides otherwise, and may be modified or discontinued at any time. Sections 9.1 (Authority and Applicable-Law Warranty), 9.3 (Customer Warranty), 10 (Disclaimers), and 11 (Limitation of Liability) apply to Beta Services. Section 9.2 (VESSL Service Warranty) and Section 13 (Service Levels) do not apply to Beta Services, except that Section 13 applies to a Beta Service to the extent the SLA or an applicable Order Form expressly designates it as a Covered Service. Section 12.1 (By VESSL) does not apply to Beta Services unless an applicable Order Form or separately executed supplemental agreement expressly states otherwise. VESSL has no defense or indemnity obligation for a third-party claim relating to Beta Services except as expressly stated in that document. Customer may use Beta Services for production workloads at Customer’s discretion and risk, but must not use them for a prohibited High-Risk Use under Section 14.19. An applicable Order Form may impose a narrower workload restriction. Beta Services, and non-public performance data, benchmarks, or evaluation results relating to Beta Services, are VESSL Confidential Information and may not be disclosed without VESSL’s prior written consent.2.4 Modifications
VESSL may make non-material technical or operational changes to the Services from time to time. Such changes may take effect when implemented and may be communicated through the VESSL console, Documentation, release notes, or email. A change that materially decreases the functionality of a Service or materially adversely affects Customer’s contracted use of that Service is subject to the applicable Annex and, for a B2B Customer, the applicable Order Form and private transaction terms. VESSL may make a change on shorter notice, including immediately where reasonably necessary, if the change is required by applicable law or a regulatory authority or is reasonably necessary to address an urgent security, integrity, fraud, or third-party-rights issue. VESSL will provide as much advance notice as is reasonably practicable and use commercially reasonable efforts to minimize material adverse impact. Price changes are governed by the applicable Annex or Order Form. Amendments to legal or commercial terms are governed by Section 14.10.2.5 Availability of On-Demand and Uncommitted Resources
Certain Services, including on-demand and other uncommitted compute, are offered subject to availability. VESSL does not guarantee that on-demand or uncommitted capacity will be available at any particular time, and VESSL may decline, queue, or delay a request for such capacity where capacity is constrained, without liability and without such action constituting a breach of this Agreement. This Section 2.5 does not apply to committed capacity, reserved capacity, or minimum-commitment resources expressly provisioned to Customer under an Order Form.2.6 Support
VESSL provides support for the Services in accordance with the Support Policy. A Customer support request, and any authorization recorded through the support process, constitutes a documented Customer instruction only within its stated purpose, systems, data scope, permitted actions, and duration. Access to Customer Content in connection with support remains subject to Section 6.2 and the DPA.3. Customer Responsibilities
3.1 Acceptable Use
Customer will use the Services in accordance with this Agreement, the AUP, applicable law, and the technical and operational instructions in the Documentation that reasonably apply to Customer’s use of the Services. Customer is responsible for the acts and omissions of its Authorized Users and End Users. Without limiting the foregoing, Customer may not use the Services to:- access or use any system, network, or account without authorization, conduct denial-of-service attacks, distribute malware or other malicious code, or otherwise compromise the security or integrity of any system or network;
- engage in cryptocurrency mining, blockchain-consensus participation, or related activities, except where expressly permitted in the applicable Order Form;
- generate, distribute, or facilitate the creation of weapons of mass destruction, or content that materially uplifts the development or use of chemical, biological, radiological, nuclear, or high-yield explosive (“CBRN”) weapons;
- generate, store, or distribute child sexual abuse material (“CSAM”), including AI-generated CSAM, or any content that sexualizes minors; or
- create non-consensual synthetic content (including deepfakes) of real persons, or content intended to impersonate or defraud.
3.2 Authorized Users
Customer is responsible for (a) maintaining the security of account credentials, (b) all activity occurring under its account, and (c) ensuring that Authorized Users comply with this Agreement. VESSL has no obligation to monitor, verify, or supervise the identity, authority, or conduct of any Authorized User.3.3 Customer Content
Customer is solely responsible for (a) the accuracy, quality, and legality of Customer Content, (b) obtaining all rights and consents necessary to provide Customer Content to the Services, and (c) the use of any Outputs generated through the Services. Customer represents that Customer Content does not violate any third-party rights or applicable law. Customer is solely responsible for ensuring that its collection, use, storage, and processing of Customer Content complies with all applicable laws and regulations, including data protection, privacy, and sector-specific regulations (such as GDPR and equivalent national laws). VESSL has no obligation to review, monitor, or assess the legality, regulatory compliance, or appropriateness of any Customer Content, and shall have no liability arising from Customer’s failure to comply with applicable laws or regulations in connection with Customer Content.3.4 Suspension
VESSL may suspend, throttle, or limit Customer’s access to all or part of the Services without liability where:- Customer’s use poses a material security risk to the Services, VESSL’s other customers, or any third party;
- Customer materially breaches the AUP or applicable law, or breaches any other material provision of this Agreement and fails to cure within seven (7) days after VESSL’s notice (except where the breach is incapable of cure or where immediate suspension is necessary to address a security, legal, or third-party-rights issue);
- Customer fails to pay undisputed Fees when due and such failure continues for thirty (30) days after notice;
- suspension is required by applicable law, court order, or governmental authority;
- Customer’s use threatens or impairs, or could reasonably be expected to threaten or impair, the integrity, performance, or availability of the Services for other customers (including resource exhaustion, abuse of shared infrastructure, or denial-of-service-like patterns);
- VESSL reasonably suspects fraud, unauthorized access to Customer’s account, or use of the Services in connection with prohibited activities under the AUP;
- Customer or its Authorized Users fail to respond, within a reasonable period, to VESSL’s reasonable requests for information necessary to investigate suspected violations of this Agreement; or
- VESSL must suspend Customer’s access in response to a legitimate operational, security, or legal directive from an upstream Sub-processor.
3.5 Affiliate Use
Customer may permit its Affiliates to use the Services under this Agreement, provided that (a) Customer remains primarily responsible for compliance with this Agreement by such Affiliates, including all Fees incurred, (b) the Affiliate agrees to be bound by this Agreement (whether by executing an Order Form, by the account holder accepting these terms in the VESSL console on the Affiliate’s behalf, or by another written or electronic means), and (c) any breach of this Agreement by an Affiliate is deemed a breach by Customer. Customer’s Affiliates may execute Order Forms directly with VESSL or its Affiliates, in which case the executing entity is the contracting party for that Order Form.3.6 Security Cooperation
Customer will reasonably cooperate with VESSL in investigating and responding to any actual or suspected security incident, vulnerability, or unauthorized access affecting the Services or Customer’s account, including by providing relevant logs, configuration details, and other information within Customer’s control and by taking reasonable remediation steps VESSL recommends. Where a security incident arises from Customer’s environment, Customer Content, or Customer’s configuration or use of the Services, Customer is responsible for investigating and remediating within its own environment.3.7 No Telecommunication Services
VESSL does not provide telecommunications or internet-access services. Customer is responsible for procuring and maintaining the network connectivity, bandwidth, and equipment required to access the Services, and VESSL is not responsible for performance, security, or availability issues arising from Customer’s own network or from the public internet outside VESSL’s reasonable control.3.8 Restricted Data
Unless expressly agreed in writing by VESSL (including in an Order Form), Customer will not submit to the Services any (a) special categories of personal data as defined under GDPR Article 9 or equivalent law; (b) data subject to HIPAA, including protected health information; (c) payment card data subject to PCI-DSS; (d) government-issued identifiers (such as Social Security numbers); or (e) personal data of children under the age of 16 (or the applicable age of consent in the relevant jurisdiction) (collectively, “Restricted Data”). VESSL does not act as a HIPAA Business Associate, and the Services are not configured for regulated workloads. Customer is solely responsible for any Restricted Data it submits in breach of this Section 3.8.4. Fees and Payment
Payment terms differ by Customer type and are set out in Annex A (Self-Service Customers) and Annex B (B2B Customers). The following provisions apply to all Customers.4.1 Currency and Non-Refundability
Unless stated otherwise, Fees are stated in U.S. dollars and are non-refundable, except as expressly set forth in this Agreement (including Section 12.1) or the applicable Annex.4.2 Taxes and Withholding
Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes based on VESSL’s net income. If applicable law requires Customer to deduct or withhold any amount from Fees payable to VESSL, Customer will (a) where the applicable tax authority permits VESSL to claim a foreign tax credit or refund, promptly provide VESSL with official documentation of the withholding sufficient to support such claim, and (b) where Customer is entitled to a reduced or zero rate of withholding under an applicable tax treaty, take all reasonable steps required of Customer to apply that reduced rate. Where Customer fails to satisfy (a) or (b), Customer will gross up the payment so that VESSL receives the amount it would have received absent the withholding.4.3 Credit Categories
Purchased Credits are governed by Annex A, including its purchase, use, validity, refund, and forfeiture rules. Promotional Credits are governed by the conditions stated when they are issued. Service Credits are governed exclusively by the applicable SLA. Each category is non-transferable and not redeemable for cash except to the extent this Agreement or mandatory law expressly requires otherwise. Holding more than one category in the same account or displayed balance does not change the rules applicable to each category.5. Term and Termination
5.1 Term
This Agreement begins on the Effective Date and continues until terminated in accordance with its terms. For B2B Customers, the Agreement continues until all Order Forms have expired or been terminated.5.2 Termination for Cause
Either party may terminate this Agreement or any Order Form immediately upon written notice if the other party (a) materially breaches this Agreement and fails to cure within thirty (30) days after notice, or (b) becomes the subject of bankruptcy or insolvency proceedings that are not dismissed within sixty (60) days.5.3 Effect of Termination
Upon termination: (a) Customer’s right to access the Services ceases; (b) each party will return or destroy the other’s Confidential Information (subject to any retention required by law); and (c) the following provisions will survive: Sections 1, 4, 5.3, 5.4, 6, 7, 8, 10, 11, 12, 13, and 14. Fee obligations upon termination are further addressed in the applicable Annex.5.4 Data Return
Following termination, Customer Content may be recovered or exported only for the period and through the process stated in the applicable Annex, Order Form, and DPA. Termination ends ordinary account, credential, workload, and console access and does not by itself preserve access to self-service export tools. For voluntary termination by a Self-Service Customer, Annex A provides a controlled fourteen (14)-day recovery/export period. A different period may apply to a B2B Customer if expressly stated in its private Order Form. After the applicable period, VESSL will delete remaining Customer Content in accordance with the DPA; where legally and technically appropriate, VESSL may irreversibly de-identify Personal Data instead of retaining it in identifiable form.5.5 Termination for Convenience by VESSL
VESSL may terminate this Agreement, or any Order Form or Service, for convenience upon at least ninety (90) days’ prior written notice to Customer. VESSL may also terminate upon thirty (30) days’ prior written notice (or shorter where necessary to comply with a third-party requirement or applicable law) if an agreement with an upstream infrastructure provider on which the affected Service materially depends expires or is terminated. Upon any termination under this Section 5.5, VESSL will refund to Customer a pro-rated portion of any pre-paid Fees for the terminated Service attributable to the period after the effective date of termination. During the applicable notice period under this Section 5.5, Customer may continue to use the affected Services and may export Customer Content using available self-service tools; such notice period constitutes the transition period for the affected Services.6. Intellectual Property
6.1 VESSL IP
As between the parties, VESSL owns all right, title, and interest in and to the Services, the Documentation, Usage Data, and all derivatives, modifications, and improvements to any of the foregoing. No license is granted except as expressly set forth in this Agreement. VESSL may use Usage Data, in aggregated and de-identified form, to operate, secure, monitor, support, improve, and develop the Services. VESSL’s ownership does not extend to Customer Content, Outputs, or any third-party models or open-source software made available through the Services.6.2 Customer Content
As between the parties, Customer owns all right, title, and interest in and to Customer Content. Customer instructs and grants VESSL a worldwide, non-exclusive, royalty-free right to host, copy, transmit, display, and otherwise process Customer Content solely as necessary to provide, operate, support, and secure the Services in accordance with this Agreement, the DPA, the applicable Service-Specific Terms, and Customer’s other documented instructions. VESSL will not use Customer Content, Inputs, or Outputs to train, fine-tune, or update any machine learning or artificial-intelligence model, whether internal or externally available, unless Customer affirmatively opts in in writing. VESSL may apply existing automated security, malware, fraud, and AUP-enforcement tools where reasonably necessary to provide or secure the Services, but may not use Customer Content processed by those tools to train or update a model without that written opt-in. Human access to Customer Content is permitted only to the minimum extent and for the limited purposes authorized under the DPA and Support Policy.6.3 Outputs
As between the parties, Customer owns the Outputs generated by the Services from Customer Content (subject to any third-party model licenses applicable to Outputs of specific models). Customer is responsible for evaluating Outputs prior to use and bears all risk arising from use of Outputs.6.4 Feedback
If Customer provides suggestions, feedback, or recommendations to VESSL regarding the Services (“Feedback”), Customer grants VESSL a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license (sublicensable solely to subcontractors and service providers acting on VESSL’s behalf in connection with the Services) to use, reproduce, modify, and incorporate the Feedback into the Services and reasonably related VESSL offerings, without attribution or other obligation to Customer.6.5 Third-Party Models and Software
The Services may make available third-party machine learning models or open-source software, which are subject to their respective licenses. Customer is responsible for compliance with such licenses.7. Confidentiality
7.1 Obligations
Each party will (a) use the other party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement, (b) protect such information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity (and in no event less than reasonable care), and (c) not disclose such information except to its personnel, professional advisors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than this Section 7. The obligations in this Section 7 survive for three (3) years following termination or expiration of the Agreement, except that obligations with respect to (i) information that constitutes a trade secret survive for so long as such information retains trade-secret status under applicable law, and (ii) Customer Personal Data continue for as long as VESSL or any Sub-processor retains such data.7.2 Exclusions
Confidentiality obligations do not apply to information that (a) is or becomes publicly available without breach of this Agreement, (b) was rightfully known prior to disclosure, (c) is rightfully obtained from a third party without confidentiality obligation, or (d) is independently developed.7.3 Compelled Disclosure
A party may disclose Confidential Information as required by law, provided it gives the other party reasonable advance notice (where legally permitted) and reasonable assistance in seeking a protective order.8. Data Protection and Security
8.1 DPA
The DPA is incorporated by reference into this Agreement and applies to processing of personal data on Customer’s behalf.8.2 Security
VESSL will implement and maintain technical and organizational measures designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction, consistent with the SOC 2 Type II framework and, where maintained by VESSL, ISO/IEC 27001, as referenced in Section 14.14. Notice of a Personal Data Breach affecting Customer Personal Data, and assistance relating to that breach, are governed exclusively by Section 8 of the DPA.9. Warranties
9.1 Authority and Applicable-Law Warranties
Each party warrants that: (a) it has the legal authority to enter into this Agreement; and (b) it will comply with the laws and regulations applicable to its own performance under, or use of the Services under, this Agreement.9.2 VESSL Service Warranty
For paid, generally available Services, VESSL warrants that the Services will perform materially in accordance with the Documentation expressly applicable to those Services when Customer uses them as authorized. This warranty does not apply to Beta Services or free, trial, promotional, or complimentary Services. Availability, uptime, latency, capacity, response time, and other express service-level commitments are governed exclusively by the applicable SLA and are not part of this Section 9.2 warranty. Customer must notify VESSL of a claimed material non-conformity with reasonable detail. VESSL will use commercially reasonable efforts to correct the non-conformity or re-perform the affected Service. If VESSL does not cure the material non-conformity within thirty (30) days after receiving notice, Customer may terminate the affected Service and receive the unused portion of pre-paid Fees or Purchased Credits reasonably allocated to that Service. This is Customer’s sole monetary remedy for breach of this Section 9.2, subject to rights that cannot lawfully be limited.9.3 Customer Warranty
Customer warrants that (a) it has obtained all rights and consents necessary to provide Customer Content to the Services, and (b) Customer Content and Customer’s use of the Services will not violate this Agreement, the AUP, third-party rights, or applicable law.10. Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9, THE SERVICES, INCLUDING ANY OUTPUTS, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VESSL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. VESSL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR APPROPRIATE FOR ANY USE. VESSL IS NOT LIABLE FOR ANY SERVICE INTERRUPTIONS, PERFORMANCE DEGRADATION, OR DATA LOSS ARISING FROM FAILURES OF THIRD-PARTY INFRASTRUCTURE PROVIDERS, INCLUDING CLOUD PROVIDERS, NETWORK OPERATORS, OR POWER SUPPLIERS, EXCEPT TO THE EXTENT DIRECTLY CAUSED BY VESSL’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT. VESSL IS NOT LIABLE FOR ANY LOSS, DAMAGE, OR SECURITY INCIDENT ARISING FROM CUSTOMER’S MISCONFIGURATION, IMPROPER USE, OR FAILURE TO IMPLEMENT ADEQUATE SECURITY MEASURES WITHIN CUSTOMER’S OWN ENVIRONMENT. EXCEPT TO THE EXTENT OF VESSL’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1, VESSL DISCLAIMS ALL LIABILITY ARISING FROM ANY INTELLECTUAL PROPERTY CLAIMS RELATING TO OUTPUTS GENERATED THROUGH THE SERVICES.11. Limitation of Liability
11.1 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This Section 11.1 does not exclude an amount payable to a third party under an indemnity expressly covered by Section 12, but the applicable monetary cap remains in effect.11.2 General Cap
Except as stated in Sections 11.3 and 11.4, VESSL’s aggregate liability arising out of or relating to this Agreement will not exceed the Fees paid or payable for the affected Services giving rise to the claim during the twelve (12) months preceding the first event giving rise to liability. For paid Services, Customer’s ordinary aggregate liability is subject to the same cap unless an approved exception applies. For VESSL liability arising solely from a free, trial, promotional, or complimentary Service, VESSL’s aggregate liability will not exceed the lesser of Customer’s proven direct damages or USD 100. No zero-spend or USD 100 cap limits Customer’s obligations arising from free, trial, promotional, or complimentary use, except to the extent mandatory law requires otherwise.11.3 VESSL Enhanced Cap
VESSL’s aggregate liability for: (a) breach of Section 7 (Confidentiality); (b) breach of VESSL’s obligations under the DPA or Section 8 relating to data protection or security; and (c) VESSL’s obligations under Section 12.1 will not exceed two (2) times the cap calculated under the first sentence of Section 11.2.11.4 Matters Outside the Caps
Sections 11.1 through 11.3 do not exclude or limit: (a) Customer’s payment obligations as a debt; (b) a party’s fraud or willful misconduct; (c) gross negligence to the extent liability for it cannot lawfully be limited; (d) death or personal injury caused by negligence to the extent liability cannot lawfully be limited; (e) liability that cannot be excluded or limited under applicable law; or (f), for a Customer that is not a consumer, Customer’s knowing prohibited safety-critical High-Risk Use under Section 14.19 or Customer’s willful infringement or misappropriation of VESSL’s Intellectual Property Rights.11.5 Mandatory Rights and Private Terms
Nothing in this Agreement limits a consumer right that cannot lawfully be waived. An applicable Order Form or separately executed supplemental agreement may state a different liability allocation for the transaction it expressly covers.12. Indemnification
12.1 By VESSL
VESSL will defend Customer against a third-party claim alleging that a paid, generally available Service developed by VESSL, when used as authorized under this Agreement, infringes or misappropriates the third party’s Intellectual Property Rights, and will pay damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by VESSL. VESSL’s obligations do not apply to a claim arising from: (a) Customer Content, Customer instructions, or a Customer-provided model, application, product, or material; (b) a third-party model or third-party Output; (c) a Beta, free, trial, promotional, or complimentary Service; (d) a modification not made by VESSL; (e) combination with an item not provided or required by VESSL, where the claim would not otherwise have arisen; (f) use outside this Agreement or the Documentation; or (g) continued use after VESSL instructs Customer to cease the allegedly infringing use. If a covered Service is or is likely to be enjoined, VESSL may, at its option: (i) procure the right for continued use; (ii) modify or replace the affected Service with materially equivalent non-infringing functionality; or (iii) terminate the affected Service and refund the unused portion of pre-paid Fees or Purchased Credits reasonably allocated to that Service.12.2 By Customer
Customer will defend VESSL and its Affiliates against a third-party claim to the extent arising from an allegation that: (a) Customer Content, a Customer-provided model, instruction, application, product, or other material infringes or misappropriates a third party’s rights; (b) Customer’s material breach of the AUP or an express use restriction, or Customer’s unlawful use of the Services, caused the claim; or (c) Customer knowingly engaged in prohibited safety-critical High-Risk Use or failed to implement a safety control that this Agreement expressly assigns to Customer for Customer’s deployment. Customer will pay damages finally awarded by a court of competent jurisdiction or agreed in a settlement approved by Customer. Customer has no obligation under this Section 12.2 to the extent the claim was caused by VESSL’s breach of this Agreement, a defect in the Services, or infringement for which VESSL is responsible under Section 12.1.12.3 Procedure
The indemnified party will (a) promptly notify the indemnifying party of the claim (provided that failure to give prompt notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure), (b) give sole control of defense and settlement to the indemnifying party (provided that no settlement requiring an admission of liability or a non-monetary obligation may be made without the indemnified party’s consent), and (c) provide reasonable cooperation at the indemnifying party’s expense.12.4 Indemnification Cap
VESSL’s liability under Section 12.1 is subject to the enhanced cap in Section 11.3. Customer’s liability under Section 12.2 is subject to Section 11.2, except that the non-consumer Customer liabilities identified in Section 11.4(f) are outside the caps. A private Order Form or separately executed supplemental agreement may state a different indemnification cap for the transaction it expressly covers.12.5 Sole and Exclusive Remedy
The indemnification obligations in this Section 12 state each party’s sole and exclusive liability, and the indemnified party’s sole and exclusive remedy, for the third-party claims described herein.13. Service Levels
The applicable SLA exclusively governs availability measurements, service-level objectives, exclusions, claims, and Service Credits. Service Credits are Customer’s sole monetary remedy for a failure to meet an SLA metric. This does not limit: (a) Customer’s right to terminate for an uncured material breach under Section 5.2; (b) liability arising from VESSL’s willful misconduct or gross negligence to the extent it cannot lawfully be limited; or (c) a right that cannot lawfully be excluded. Customer may not recover both a Service Credit and another monetary remedy for the same loss or event. A Service Credit does not become a Purchased Credit and does not alter the validity or refund treatment of Purchased Credits.14. General
14.1 Governing Law and Venue
For a B2B Customer, the governing law and forum stated in the applicable Order Form control. If the Order Form does not specify both matters, or if Customer uses the Services without an Order Form, the following rules apply based on the contracting VESSL entity:- where the contracting entity is VESSL AI, Inc., this Agreement is governed by the laws of the State of Delaware, United States of America, without regard to conflict-of-laws principles, and any dispute will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware; and
- where the contracting entity is VESSL AI KOREA Inc., this Agreement is governed by the laws of the Republic of Korea, without regard to conflict-of-laws principles, and any dispute will be subject to the exclusive jurisdiction of the Seoul Central District Court.
14.2 Notices
Notices to VESSL must be sent to legal@vessl.ai. Notices to Customer will be sent to the email address on file or designated in the applicable Order Form. Notices are deemed given upon receipt.14.3 Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. VESSL will provide Customer with written notice of any such assignment.14.4 Force Majeure
Neither party will be liable for failure or delay in performance (other than payment obligations) caused by a Force Majeure Event. The affected party will use commercially reasonable efforts to mitigate the impact and resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days, the unaffected party may terminate the affected Order Form or Services on written notice.14.5 Independent Contractors
The parties are independent contractors. This Agreement does not create any agency, partnership, or joint venture.14.6 Export Control and Sanctions
(a) Compliance. Customer represents that it is not, and is not majority-owned or controlled by, and will not use the Services from or for the benefit of, any country, person, or entity subject to U.S., EU, U.K., United Nations, or other applicable national trade sanctions or export restrictions, including OFAC sanctions and the U.S. Export Administration Regulations. Customer will comply with all applicable export control and sanctions laws and will not export, re-export, or transfer the Services or any related technology in violation of such laws. (b) Restricted End Uses. Customer will not use the Services, and will not knowingly permit any third party to use the Services: (i) for any military, military-intelligence, or weapons-related end use; (ii) for training AI models by or for the benefit of any entity whose ultimate parent entity is headquartered in a country listed in Country Group D:5 of the U.S. Export Administration Regulations; or (iii) through any structure designed to circumvent this Section 14.6. (c) KYC Verification. VESSL may, at any time, request that Customer provide information and documentation reasonably necessary to verify Customer’s compliance with Sections 14.6(a) and (b), including evidence of Customer’s identity, beneficial ownership structure, and the intended use and location of use of the Services. Customer will respond to such requests promptly and in good faith, and will provide accurate and complete information. VESSL may suspend access to the Services pending Customer’s response to a request under this Section 14.6(c). (d) Suspension and Forfeiture. If Customer (or any of its Affiliates using the Services) becomes subject to any sanctions or export-restriction list referenced in Section 14.6(a), if Customer fails to provide the information requested under Section 14.6(c), if information provided under Section 14.6(c) indicates that Customer’s representation under Section 14.6(a) was inaccurate, if Customer breaches Section 14.6(b), or if VESSL’s continued provision of the Services would violate applicable export control or sanctions laws, VESSL may immediately suspend or terminate the Services and the Agreement without liability. In such case: (i) Customer remains liable for all Fees accrued through the date of suspension or termination; (ii) any pre-paid or upfront Fees attributable to the suspended or terminated period are forfeited and non-refundable, except to the extent a refund is permitted by applicable sanctions, export control, and other laws; and (iii) VESSL is not required to return, transfer, or facilitate the export of Customer Content if doing so would violate applicable laws.14.7 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement creates or implies any right in any third party.14.8 Severability
If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remaining provisions will remain in full force and effect.14.9 Entire Agreement
This Agreement, together with the documents that apply under Section 2.2, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings concerning that subject matter. Documentation is included only within the limited scope stated in its definition. Any pre-printed or incorporated terms on a Customer purchase order or similar document are of no force or effect unless expressly accepted in writing by authorized representatives of both parties.14.10 Amendments
VESSL may update these Core Terms, the AUP, the SLA, the DPA, the Support Policy, the Service-Specific Terms, and the Sub-processor List from time to time. A non-material administrative, clarifying, technical, or operational update that does not materially adversely affect Customer’s legal or commercial rights or obligations may take effect when published. A materially adverse change to legal or commercial terms will be communicated in advance and will apply prospectively. For a Self-Service Customer, VESSL will provide at least seven (7) days’ notice and the change is subject to Annex A. For a B2B Customer, the effect of a change on an active Order Form is governed by the applicable private transaction terms; absent Customer’s written consent or an applicable exception in those terms, a materially adverse change applies at renewal rather than during the then-current Subscription Term. A change required by applicable law or a regulatory authority, or reasonably necessary to address an urgent security, integrity, fraud, or third-party-rights issue, may take effect on shorter notice, including immediately where reasonably necessary. VESSL will provide as much notice as is reasonably practicable. Price changes are governed by Annex A Section A2.1 or the applicable Order Form. Changes to Sub-processors are governed by the DPA. No amendment retroactively alters accrued rights, existing claims, or the expiration date of Purchased Credits grandfathered under Annex A. Changes to Documentation do not amend this Agreement except within the limited scope stated in the definition of Documentation.14.11 Anti-Corruption
Each party will comply with all applicable anti-corruption and anti-bribery laws, including (where applicable) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and equivalent national laws.14.12 Insurance
During the Subscription Term, VESSL will maintain commercially reasonable insurance coverage, including (a) commercial general liability, (b) professional liability / errors and omissions, (c) cyber and privacy liability, and (d) workers’ compensation as required by law. Upon Customer’s reasonable written request (no more than once per year), VESSL will provide a certificate of insurance evidencing such coverage.14.13 No Most Favored Nation
VESSL is not obligated to extend to Customer any pricing, discount, term, or condition that VESSL may offer to other customers.14.14 Compliance Reports and Customer Audit
VESSL maintains an information security and privacy program supported by third-party audits, including SOC 2 Type II and, where maintained by VESSL, ISO/IEC 27001. For B2B Customers, audit report summaries and security questionnaire responses are available as set out in Annex B.14.15 Counterparts and Electronic Signatures
This Agreement and any Order Form may be executed in counterparts. Electronic signatures and signatures via electronic-signature platforms (such as DocuSign) are valid and enforceable to the same extent as original handwritten signatures.14.16 Publicity
VESSL may use Customer’s name, logo, trademarks, or relationship with VESSL in marketing, customer lists, case studies, or similar publicity only with Customer’s affirmative permission. For a Self-Service Customer that is an organization, VESSL may obtain that permission through a separate opt-in in the Services or another written or electronic record. No publicity permission arises automatically for an individual Self-Service Customer. For a B2B Customer, any publicity permission must be stated in the applicable private Order Form or another written agreement. A press release concerning Customer requires Customer’s express prior approval; silence or failure to object is not consent.14.17 Benchmarking and Competitive Use
Customer may conduct benchmarks and performance tests of the Services for its internal evaluation. Customer will not publish or disclose to any third party the results of any benchmark or performance test without VESSL’s prior written consent. Customer will not access the Services for the purpose of building a substantially similar managed AI infrastructure platform that directly substitutes for the Services.14.18 Reverse Engineering and Derivative Works
Customer will not, and will not permit any third party to, reverse engineer, decompile, disassemble, modify, translate, or create derivative works of the Services or remove any proprietary notice on the Services, except (a) to the extent applicable law expressly permits notwithstanding this restriction, or (b) for use, modification, or fine-tuning of third-party machine learning models that are made available through the Services under their respective licenses.14.19 High-Risk Use and AI-Law Responsibilities
The Services are not designed, intended, or authorized for use as a real-time component in the safety-critical operation, control, or decision-making layer of an application where a failure could foreseeably cause death, personal injury, or severe environmental damage (“High-Risk Use”). Customer must not engage in such High-Risk Use unless an applicable Order Form or separately executed supplemental agreement expressly authorizes the use and states the required safeguards and risk allocation. Each party is responsible for obligations under AI-related laws and regulations that apply to that party in its actual role. Customer is responsible for its deployment context, intended use, Customer Content and input data, instructions, model and Output evaluation, human oversight, notices and consents, downstream decisions, and compliance controls assigned to Customer under applicable law or this Agreement. Any indemnity relating to High-Risk Use is governed exclusively by Sections 12.2 through 12.4.14.20 Waiver
No failure or delay by either party in exercising any right or remedy under this Agreement will operate as a waiver of that right or remedy. Any waiver must be in writing and signed by the waiving party to be effective.14.21 Limitation of Actions
To the extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the claim or cause of action accrues; otherwise it is permanently barred. This Section 14.21 does not apply where the Customer is a consumer and mandatory law provides a longer non-waivable period.VESSL AI, Inc. — legal@vessl.ai