Draft for legal review. This agreement has been prepared as a working draft and must be reviewed and approved by OpenGPU's legal counsel before publication.
1. Agreement
#This Provider Software Agreement (the “Agreement”) is between you (“you” or “Provider”) and OpenGPU Limited, Intershore Chambers, 3rd Floor Geneva Place, Road Town, Tortola, VG1110, British Virgin Islands (“OpenGPU”, “we”, “us”). It governs your download, installation and use of the OpenGPU Provider Suite and related software (the “Software”) and your supply of compute capacity to the OpenGPU Network (the “Network”).
By downloading, installing or using the Software, you confirm that you have read, understood and accept this Agreement. If you do not accept it, do not download or use the Software.
2. Eligibility
#You must be at least eighteen (18) years old and able to enter into a binding agreement. The Software is not offered to persons or entities who reside in, are citizens of, are incorporated in, or have a registered office in a Restricted Territory, meaning any state, country or region subject to sanctions enforced by the United States, the United Kingdom or the European Union, or any other territory we designate from time to time. You may not use a VPN or other means to circumvent these restrictions.
3. License
#Subject to this Agreement, we grant you a limited, personal, non-exclusive, non-transferable, revocable license to install and use the Software on hardware you own or control, solely to supply compute capacity to the Network.
You may not: (a) copy, modify, reverse engineer or create derivative works of the Software, except as permitted by applicable law or by an open-source license that covers a specific component; (b) sublicense, sell or distribute the Software; (c) interfere with, bypass or disable any security, isolation or verification feature; or (d) use the Software for any unlawful purpose.
4. Supplying compute
#You decide when your hardware is available and may pause or stop providing at any time. Workloads are assigned by the Network's routing layer, and we do not guarantee any minimum volume of tasks or earnings. Workloads run inside isolated containers on your hardware.
You are responsible for your hardware, electricity, cooling, internet connection and the environment in which the Software runs, and for complying with any terms that apply to that hardware or connection.
5. Earnings
#You earn for tasks that are completed and pass the Network's verification. Tasks that fail, time out, are abandoned or produce invalid results may not be paid. Earnings and payout history are shown in the Management App. You are solely responsible for any taxes that apply to your earnings.
6. Client workloads and data
#Workloads and data processed on your hardware belong to the clients who submitted them. You must not access, inspect, copy, alter or retain any workload, input, output or data, or attempt to circumvent container isolation. Any attempt to manipulate results or the verification process is a material breach of this Agreement.
7. Credentials and security
#You are responsible for keeping your provider credentials and private keys secure. Never share them with anyone. OpenGPU will never ask you for your private keys or passwords, or ask to access your computer remotely. Keep your operating system, drivers and the Software up to date.
8. Updates and telemetry
#The Software may update automatically to maintain security and compatibility. To route work and measure reliability, the Software collects technical data about your hardware and its performance, such as GPU model, available memory, utilization, uptime and task results. This data is handled as described in our Privacy Policy.
9. Reputation, suspension and termination
#The Network tracks provider accuracy and reliability, which affects the work you receive. We may suspend or terminate your access to the Software or the Network at any time if you breach this Agreement, fail eligibility requirements, or put clients or the Network at risk. You may stop using the Software and uninstall it at any time.
10. Disclaimers
#The Software and the Network are provided “as is” and “as available”, without warranties of any kind, express or implied. Running compute workloads increases power consumption, heat and wear on hardware. You accept these risks and are responsible for operating your hardware within safe limits.
11. Limitation of liability
#To the maximum extent permitted by law, OpenGPU will not be liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, data, hardware or business, arising out of or related to the Software or this Agreement.
12. Disputes
#Any dispute arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre under its rules in force at the time. The seat of arbitration is Singapore, the tribunal consists of one arbitrator, and the language is English. Disputes are resolved individually; class or representative proceedings are not permitted.
13. Changes
#We may update this Agreement from time to time. We will post the updated version on this page with a new “last updated” date. Continued use of the Software after changes take effect means you accept the updated Agreement.
14. Contact
#Questions about this Agreement: [email protected].