Last updated March 8, 2023.
ACCEPTANCE OF TERMS OF SERVICE
Corvid HPC, LLC (“Corvid HPC”) services are subject to the following Terms of Service (“TOS”) which are effective when the end user acknowledges TOS when they log onto the system at www.portal.corvidhpc.com or when the customer signs the quotation, whichever is first. Customer and Corvid HPC shall be subject to any posted guidelines or rules applicable to such services. All such guidelines or rules are hereby incorporated by reference into the TOS.
DESCRIPTION OF SERVICE
Corvid HPC currently provides end users with access to various high performance computing resources (the “Service”). An end user must have access to the Internet to use the Service. Any new features that augment or enhance the current Service, shall be subject to the TOS. Corvid HPC sells data storage, processing time, and Simulation Software as a Service (“SAAS”). The Service is charged to the user based on the number of processors used and the period of time used called processing time, or special features or services used, or recurring charges. A processor is defined as a ‘core’. A ‘core-hour’ is a unit of the service. Storage is defined as a ‘TB’. A ‘TB AVG Month’ is a unit of the service.
Corvid HPC provides limited core-hours and TB AVG Month for the purposes of evaluation where the service is free of charge. Otherwise, Customers must pay for the service.
Postpay accounts in good standing are offered NET 15 terms.
Prepaid or exclusive access accounts in good standing are offered NET 30 terms.
A late charge of 5% of an open balance over 30 days will automatically be added to the balance. Accounts will be automatically locked for balances over 60 days past due. 90 days past due accounts are submitted for collection.
In the event there is a conflict in payment terms between the Corvid Quotation & Customer Purchase order, the Corvid Quotation payment term supersedes all other documentation.
YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you agree to: (a) have a genuine need to use the service for commercial, research, or academic work, (b) provide true, accurate, current and complete information about yourself and (c) notify Corvid HPC about any changes to the registration Data. Your email address must be of a commercial, research, or academic domain. Prepayment and a valid credit card is required for any other domains.
If you provide any information that is untrue, inaccurate, not current or incomplete, or Corvid HPC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Corvid HPC has the right to deny, suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
LOGIN CREDENTIALS
Customer(s) are responsible for maintaining the confidentiality of the login credentials and account, and are fully responsible for all activities that occur under your login and account. You agree to (a) immediately notify Corvid HPC of any unauthorized use of your login or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Corvid HPC cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
SATISFACTION GUARANTEE
In the event of customer dissatisfaction for services provided by Corvid HPC, credits may be granted at the request of the customer. Credit is granted at the sole discretion of Corvid HPC and is the responsibility of the customer to report the incident within 1 billing cycle.
Simulation tool accuracy and inputs are the responsibility of the customer and will not serve as justification for credits if jobs aren’t successfully completed due to non infrastructure challenges, including but not limited to Job accuracy, convergence, running out of memory, and other user related issues.
END USER CONDUCT
You understand that all information, data, text, software, software licenses or other materials (“Content”) are the sole responsibility of the person from which such Content originated. This means that you, and not Corvid HPC, are entirely responsible for all Content that you upload, download, or otherwise transmit via the Service. Furthermore, you agree to abide by any applicable license agreements of the Content that you use. Under no circumstances will Corvid HPC be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content stored, calculated, emailed, or transmitted via the Service.
You agree to NOT use the Service to:
a. Upload, store, execute, transmit, or calculate any Content that is unlawful, inappropriate, or any other material Corvid HPC deems inappropriate or illegal or is illegal by law of the State of North Carolina or the United States. If necessary, the user’s account and information will be reported or handed over to an enforcement agency;
b. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
c. upload, store, calculate, execute, or transmit any Content that you do not have a right to transmit under any law;
d. upload, store, calculate, execute, or transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
e. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or network equipment;
f. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
g. intentionally or unintentionally violate any applicable local, state, national or international law;
h. engage in any deliberate or unsolicited attacks to the system; such as, but not limited to, any activity outside the user account or user processes without the permission of Corvid HPC;
i. engage in accessing, or attempted access or use of or attempted use of the system, computers, software, information, or property of Corvid HPC without the permission of Corvid HPC.
You acknowledge and agree that Corvid HPC and it’s management and employees are not responsible for any Content and that the use of the Service is considered risky, but that Corvid HPC shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service.
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you will caution any reliance on any Content created, executed, stored or calculated by Corvid HPC or submitted to Corvid HPC. Additionally, any Content posted, stored, executed, or transmitted by You using the Service is done at Your sole risk, and Corvid HPC In. will not have any liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or otherwise relating to such actions by You.
You acknowledge and agree that Corvid HPC may preserve and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Corvid HPC, its users and the public.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree that computational products created on the system will not be exported contrary to the U.S. State Department (International Traffic in Arms Regulations (ITAR)) and Commerce Department (Export Administration Regulations (EAR). You will access and use the Services only in compliance with all U.S. and foreign export and re-export control laws and their implementing regulations, including but not limited to the U.S. Export Administration Regulations and International Traffic In Arms Regulations, where the terms “export” and “re-export” refer to any transfer or release of technology or software or direct products thereof to another country or to a national of another country by any means. You acknowledge you are not an individual or party identified on any U.S. or foreign governments export exclusion lists and that you will not transfer electronically any item or content to parties identified on U.S. or foreign government export exclusion lists.
You agree not to use the service for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws.
Nothing in these terms adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations, including but not limited to—
(1) The Export Administration Act of 1979, as amended (50 U.S.C. App. 2401, et seq.);
(2) The Arms Export Control Act (22 U.S.C. 2751, et seq.);
(3) The International Emergency Economic Powers Act (50 U.S.C. 1701, et seq.);
(4) The Export Administration Regulations (15 CFR Parts 730-774);
(5) The International Traffic in Arms Regulations (22 CFR Parts 120-130); and
(6) Executive Order 13222, as extended.
SECURITY
Corvid HPC follows responsible security policies, standards, and guidelines and implements up-to-date technology to protect against unauthorized intrusions and holds or is in the process of acquiring, security certifications. Customers access the service by logging into a central server using an encrypted connection called Secure Shell (ssh) or VPN technology. Customers data is isolated using the operating system kernel access levels, permissions, and owner and group settings on a shared file system. Customers have the option to encrypt data at rest using third party encryption tools. Corvid HPC routinely updates security patches.
Corvid HPC systems are configured with DISA (Defense Information Systems Agency) security practices/standards (e.g., Security Technical Implementation Guides) as a baseline and routinely validated utilizing established automation tools. Corvid employees with admin access are all US Citizens to comply with ITAR compliance requirements.
Physical access to the system is restricted to Corvid employees (US Citizens only) and itsit’s agents. Corvid HPC will monitor electronic security of the Service, including transfers via secured protocol, using standard network security practices.
In order to promote the Security of the Service, you acknowledge that Corvid HPC may (but is not obligated to) gather, or log, or store user activity information;, such as but not limited to, system commands and, executable names, or monitor user activity in real time for the purpose of analyzing user activity. You agree that this activity information is the property of Corvid HPC.
INDEMNITY
You agree to indemnify and hold Corvid HPC, and its, affiliates, officers, partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post to, or transmit through the Service, your use of the Service, your connection to the Service, your violation of the Terms of Service, or your violation of any rights of another.
MODIFICATIONS TO SERVICE
Corvid HPC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Corvid HPC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
TERMINATION
You agree that Corvid HPC, in its sole discretion, may terminate your account and remove and discard any Content, for any reason, including, without limitation, for lack of use.
If Corvid HPC chooses to terminate your account for reasons outside of nonpayment and unlawful usage a notice of termination will be provided with 30 day notice for account and file deletion.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. THE SERVICE IS PROVIDED ON AN “AS AVAILABLE” BASIS. STORAGE OF SENSITIVE DATA VIA THE SERVICE IS AT YOUR SOLE RISK, IT IS BEST PRACTICE TO ENSURE SENSITIVE DATA IS BACKED UP PROPERLY TO AVOID A SINGLE POINT OF FAILURE. CORVID HPC SHOULD NOT BE UTILIZED AS PRIMARY FILE STORAGE OF SENSITIVE DATA.
b. CORVID HPC MAKES NO WARRANTY THAT (i) THE SERVICE WILL BE, UNINTERRUPTED, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE;
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE 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 ANY SUCH MATERIAL;
d. AND NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORVID HPC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CORVID HPC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CORVID HPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 12 MAY NOT APPLY TO YOU.
GOVERNING LAW
TERMS OF SERVICE WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO CONFLICT LAWS AND ALL DISPUTES ARISING UNDER OR RELATING TO THE TERMS OF SERVICE SHALL BE BROUGHT AND RESOLVED SOLELY AND EXCLUSIVELY IN THE STATE COURT LOCATED IN NORTH CAROLINA.