Thank you for using Polyaxon! Please read this Terms of Service agreement carefully before accessing or using Polyaxon.
These Terms of Service apply only to the Software described in this Agreement. We also make available certain software packages under separate open source licensing terms, including those software packages made available in our GitHub organization, which is available at https://www.github.com/polyaxon. The open source license applicable to each particular software package is identified in the applicable repository.
These Terms of Service are provided by Polyaxon, Inc. ("Polyaxon," "we," "our," or "us") and govern your use of the software we make available (the "Software"). To use the Software, Users must at all times agree to and abide by these Terms. The Software allows you to automatically track, schedule, and monitor machine learning and deep learning experiments, and deploy machine learning and deep learning models to production, using certain information related to your organization and your code (such code, data, and information, collectively, "User Data").
Our Software may be made available on a hosted basis or in binary form. In all cases, your usage of the Software will be subject to these Terms. In addition, certain portions of these Terms will apply only to those Users who have purchased a license to use certain features of the Software that are made available to Users subject to such Users' payment of additional fees (the "Premium Features").
These Terms of Service constitute a legal contract between you and your company, organization, or entity ("you" or, collectively with other users, "Users"), on the one hand, and Polyaxon on the other regarding your and your company, organization, or entity's use of the Software.
Polyaxon may have different roles with respect to different types of Users, and “you” as used in these Terms will apply to the appropriate type of User under the circumstances (e.g., an individual User and/or a Subscribing Organization). If you are using or opening an account with Polyaxon on behalf of a company, entity, or organization (collectively, the "Subscribing Organization") then you represent and warrant that you: (i) are an authorized representative of that entity with the authority to bind such entity to these Terms; (ii) have read these Terms; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.
Short version: You are free to use Polyaxon’s free product features. If you have purchased a valid license to our paid features, you are free to use those as well. You may not try to pass off Polyaxon as your own product or get paid for it.
1.1 General License Grant. Subject to the terms and conditions of these Terms, Polyaxon hereby grants to you a limited, non-transferable license to use the Software in the manner contemplated by these Terms solely for your internal business purposes; provided that this Section 1.1 does not grant you any right to use any Premium Features. Users shall have no right to sub-license or resell the Software or any component thereof.
1.2 Premium Features License Grant. Subject to the terms and conditions of these Terms, and in addition to the rights granted above in Section 1.1, to the extent that you have purchased a license to use any set of the Premium Features and are current on all amounts due and payable with respect thereto, Polyaxon hereby grants to you a limited, non-transferable license to use the Premium Features in the manner contemplated by these Terms solely for your internal business purposes. A current list of Premium Features and sets of them available for purchase are made available on our Pricing and Payment Terms, and may be updated from time to time at Polyaxon's sole and absolute discretion.
1.3 Limitations on Use. You may not use the Software except as permitted in this Agreement. Except with Polyaxon's prior written consent or as expressly permitted under this Agreement, you may not: (a) alter, modify or create any derivative works of the Software, the underlying source code, or the documentation in any way, including without limitation customization, translation or localization; (b) port, reverse compile, reverse assemble, reverse engineer, or otherwise attempt to separate any of the components of the Software or derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (c) copy, redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software or documentation; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or documentation; (e) permit a number of Users more than has been authorized by Polyaxon in writing; or (f) access or use the Software or documentation for the purpose of building a product or service with functionality substantially similar to the Software. You may not cause or permit any third party to do any of the foregoing.
3. ADDITIONAL TERMS
3.1 Certain features of the Software may have their own terms and conditions that you must agree to when you sign up for that particular product, function, feature, or service. Such terms supplement these Terms and are hereby incorporated by reference.
4. ELIGIBILITY; TERMINATION
Short version: You or Polyaxon can close your account at any time.
4.1 You agree that Polyaxon, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Polyaxon. In addition, Polyaxon reserves the right to discontinue any aspect of the Software at any time, including the right to discontinue the display and analysis of any User Data. You agree that any termination of your access to the Software or any account you may have or portion thereof may be affected without prior notice, and you agree that Polyaxon will not be liable to you or any third party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Software may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Polyaxon may have at law or in equity.
5. PAYMENT TERMS; CHARGES AND TAXES
Short version: You are responsible for any fees associated with your use of Polyaxon. Pricing can change at any time, but you will receive notice at least 7 days in advance. Your subscription will automatically renew.
If you have purchased a license to use any paid features of the Software, such as Premium Features, the following provisions apply to you:
5.1 You are responsible for paying any applicable fees as set forth on our Pricing and Payment Terms and applicable taxes associated with the Software in a timely manner with a valid payment method. Unless otherwise stated, all fees are quoted in U.S. Dollars, all fees are exclusive of all taxes. All payments must be made electronically by the methods specified by us either on our website or via the Software. You agree that we may charge your selected payment method for any such fees owed. You are required to keep your billing information current, complete, and accurate (e.g., a change in billing address, credit card number, or expiration date) and to notify Polyaxon if your selected payment method is cancelled (e.g., for loss or theft). All fees and charges are earned upon receipt by us and are nonrefundable (and there are no credits) unless negotiated otherwise, except (a) as expressly set forth herein, and/or (b) as required by applicable law.
5.2 You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your co-workers, colleagues, team-members, etc.). If your payment method fails or you are past due on amounts owed, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your use of the Software, including, but not limited to, sales, use, or value-added taxes.
5.3 Authorization to charge your chosen payment method account will remain in effect until you cancel or modify your preferences within the Software; provided, however, that such notice will not affect charges submitted before Polyaxon could reasonably act. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you ordered the applicable service or on the Pricing and Payment Terms. You agree that charges may be accumulated as incurred and may be submitted as one or more aggregate charges during or at the end of the applicable billing cycle.
5.4 Polyaxon reserves the right to change the amount of, or basis for determining, any fees or charges for the Software we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change at least five (5) days before the scheduled date of the transaction and failure to cancel your account as set forth herein will constitute acceptance of such fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part. If you have a balance due on any Service account, you agree that Polyaxon can charge these unpaid fees to any payment method that you have previously provided.
5.5 Your Service will be automatically renewed and your credit card account (or other payment method account) will be charged as follows without further authorization from you: (a) every month for monthly subscriptions; (b) upon every one (1) year anniversary for annual subscriptions; (c) such other periodic rate you have selected from among the options offered on the Software. You acknowledge that your subscription is subject to automatic renewals and you consent to and accept responsibility for all related recurring charges to your applicable payment method without further authorization from you and without further notice unless required by law. You acknowledge that the amount of the recurring charge may change if the applicable tax rates change or if there has been a change in the applicable fees.
5.6 Unless otherwise required by applicable law, for annual subscriptions, you must provide us with written notice of your intention not to renew at least fifteen (15) days prior to the end of the then-current term of your subscription. If you do so, your subscription will be cancelled at the end of the then-current term.
6. USER DATA
6.1 Use of User Data. By analyzing your User Data with the Software, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Polyaxon to provide the features and functionality of the Software. While your User Data will remain on your systems, Polyaxon collects certain information about your use of the Software, including aggregated data about your User Data. You agree that Polyaxon may collect, analyze, and use data derived from User Data, as well as data about you, and other Users' access and use of the Software, for purposes of operating, analyzing, improving, or marketing the Software and any related services. If Polyaxon shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. By way of example and not limitation, Polyaxon may: (a) track the number of Users on an anonymized aggregate basis as part of Polyaxon's marketing efforts to publicize the total number of Users of the Software; (b) analyze aggregated usage patterns for product development efforts; or (c) use aggregated or anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. You further agree that Polyaxon will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data.
6.2 Your Responsibilities for User Data. In connection with User Data, you hereby represent, warrant, and agree that: (a) you have obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity's proprietary or intellectual property rights; (b) the User Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Polyaxon or its subcontractors to provide the Software; (c) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder; (d) Polyaxon may exercise the rights in User Data granted hereunder without liability or cost to any third party; and (e) the User Data complies with the terms of these Terms. For purposes of clarity, Polyaxon takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for your User Data. You may not submit any User Data that includes any information that can be used to identify, locate, or contact any of your employees, customers, users or potential customers or users, including: (1) first and last name; (2) home or other physical address; (3) telephone number; (4) email address or online identifier associated with an individual; (5) social security number, passport number, driver's license number, or similar identifier; (6) credit or debit card number; (7) employment, financial or health information; or (8) any other information relating to an individual, including cookie information and usage and traffic data or profiles, that is combined with any of the foregoing (collectively, “Personal Data”) without Polyaxon's prior written approval.
6.3 Rights to User Data. For purposes of clarity, you own all right, title and interest (including all intellectual property rights) in and to your User Data.
7. OWNERSHIP; PROPRIETARY RIGHTS
Short version: Polyaxon’s software, visual elements, and registered IP (such as trademarks, copyrights, and patents) belong to Polyaxon.
7.1 The Software is owned and operated by Polyaxon. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Software provided by Polyaxon, but expressly excluding any of the foregoing owned or licensed by and posted to the Software at the direction of Users (including without limitation User Data) ("Materials") are protected by intellectual property and other applicable laws. Except for any technology licensed by Polyaxon, which is owned by and provided by our third-party licensors, all Materials contained in the Software, including without limitation the intellectual property rights therein and thereto, are the property of Polyaxon or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Polyaxon or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
7.2 You may choose to or we may invite you to submit comments or ideas about the Software, including without limitation about how to improve the Software or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Polyaxon under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Polyaxon does not waive any rights to use similar or related ideas previously known to POlyaxon, or developed by its employees, or obtained from sources other than you.
8. THIRD-PARTY SITES, INFORMATION, AND SOFTWARE
Short version: polyaxon.com uses remote third-party services for many purposes — including uptime monitoring, tracing, data logging, analytics, marketing, and more. However, while self-hosted Polyaxon instances can be connected to many similar third-party services by users as described in our docs, they will not automatically communicate with any remote services, except when they ping polyaxon.com or check polyaxon.com for product updates.
8.1 The Software may call the servers of other websites or services solely at the direction of and as a convenience to Users ("Third-Party Sites"). Polyaxon makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third-Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk. Further, you acknowledge that the Software may contain copyrighted software of our suppliers which are obtained under a license from such suppliers ("Third-Party Software"). All third-party licensors and suppliers retain all right, title and interest in and to such Third-Party Software and all copies thereof, including all copyright and other intellectual property rights. Your use of any Third-Party Software shall be subject to, and you shall comply with, the terms and conditions of this Agreement, and the applicable restrictions and other terms and conditions set forth in any Third-Party Software documentation or printed materials, including without limitation an end user license agreement.
8.2 You acknowledge that Polyaxon does not manage or control the User Data that you analyze with the Software, and accepts no responsibility or liability for that information regardless of whether such User Data is analyzed by you in breach of these Terms.
9. POLYAXON PLUGINS
9.1 Certain features of the Software may allow you to download software packages to extend Polyaxon's functionality. These packages may be offered by Polyaxon or by third-party providers — in either case, such packages are made available under separate terms and conditions and are not governed by this Agreement.
10. SECURITY AND PRIVACY SETTINGS
10.1 We have implemented commercially reasonable technical and organizational measures designed to secure information you provide us from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your information for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide Personal Data or other sensitive information in order to use the Software and that you provide any such information at your own risk.
11. DISCLAIMERS; NO WARRANTIES
Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.
11.1 The Software and any third-party or User Data, software, services, or applications made available in conjunction with or through the Software is provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Polyaxon, its suppliers, licensors, and partners disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
11.2 Polyaxon, its suppliers, licensors, and partners do not warrant that the functions contained in the Software will be uninterrupted or error-free, that the Software will meet your requirements, that defects will be corrected, or that the Software or the server that makes it available is free of viruses or other harmful components.
11.3 Polyaxon, its suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of the Software in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you download or otherwise obtain third-party or User Data, material, or data through the use of the Software at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such third-party or User provided information, material, or data. Polyaxon will not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store or maintain any third-party or User Data.
11.4 Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
12. LIMITATION OF LIABILITY
Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.
12.1 Under no circumstances, including, but not limited to, negligence, will Polyaxon or its affiliates, contractors, employees, agents, or third-party partners, licensors, or suppliers be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages (including without limitation losses or liability resulting from loss of data, loss of revenue, anticipated profits, or loss of business opportunity) that result from your use or your inability to use the information or materials on the Software, or any other interactions with Polyaxon, even if Polyaxon or a Polyaxon authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Polyaxon's liability will be limited to the fullest extent permitted by applicable law.
12.2 In no event will Polyaxon's or its affiliates', contractors', employees', agents', or third-party partners', licensors', or suppliers' total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Software, including without limitation your interactions with other users, (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by you, if any, for accessing the Software during the twelve (12) months immediately preceding the day the act or omission occurred that gave rise to your claim or one hundred dollars, whichever is greater.
12.3 You acknowledge and agree that Polyaxon has offered its products and services, set its prices, and entered into these terms in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the disclaimers of warranty and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the disclaimers of warranty and the limitations of liability set forth herein form an essential basis of the bargain between you and Polyaxon.
Short version: You are responsible for your use of the service.
13.1 You agree to defend, indemnify and hold harmless Polyaxon and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Software, including any data or work transmitted or received by you; (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account; or (f) any other party's access and use of the Software with your unique username, password or other appropriate security code. Polyaxon will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Polyaxon. Polyaxon will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same.
14.1 Your use of the Service is at your sole risk. The service is provided on an "as is" and "as available" basis.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT POLYAXON, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
14.3 Support for Polyaxon services is available as specified in your client proposal. If you do not have a client proposal, then support is best efforts in English via email or community channel.
14.4 You understand that Polyaxon uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. Polyaxon works with these vendors to maintain the security, privacy, and other policies specified herein.
14.5 You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Polyaxon, or any other Polyaxon service.
14.6 You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Polyaxon.
14.7 We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
14.8 Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Polyaxon customer, employee, member, or officer will result in immediate account termination.
14.9 You understand that the technical processing and transmission of the Service, including your Content, may be transferred and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
14.10 You are solely responsible for exporting your Content and Application(s) from the Polyaxon Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
14.11 You must not upload, post, host, or transmit unsolicited email, SMSs, or "spam" messages.
14.12 You must not transmit any worms or viruses or any code of a destructive nature.
14.13 You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by Polyaxon in connection with the Polyaxon Services, unless you have been specifically allowed to do so in a separate agreement with Polyaxon, or (b) engage in any activity that interferes with or disrupts the Polyaxon Services (or the servers and networks which are connected to the Service).
14.14 If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Polyaxon) of other Polyaxon customers, we reserve the right to immediately disable your account or throttle your file hosting until you can reduce your bandwidth consumption.
14.15 Polyaxon does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
14.16 The failure of Polyaxon to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Polyaxon and govern your use of the Service, superseding any prior agreements between you and Polyaxon (including, but not limited to, any prior versions of the Terms of Service). You agree that these Terms of Service and Your use of the Service are governed under Delaware law.