This Seller Agreement (the "Agreement") is between Keak AI, Inc., a Delaware corporation at 651 North Broad Street, Middletown, Delaware 19709, United States ("Keak", "we", "us"), and the company named at acceptance ("Seller", "you"). It governs your supply of capacity to the Cheaper Inference platform (the "Platform").
1. Acceptance and authority
1.1 You accept this Agreement when you check the acceptance box and click "I agree". That act is your electronic signature. You agree that this Agreement is in electronic form, and that the electronic record of your acceptance is valid and enforceable.
1.2 The person who accepts confirms that they have authority to bind the Seller.
1.3 You can download this Agreement and the record of your acceptance from your seller dashboard at any time.
2. Definitions
"Cloud Provider" means the company that provides a Seller Account, for example Amazon Web Services, Microsoft, Google or Venice.
"Cloud Terms" means all agreements and policies between you and a Cloud Provider, and all third-party model terms and use policies that apply to a Seller Account.
"Credential" means an API key, access key or other secret that you give us to send requests to a Seller Account.
"Customer" means a user of the Platform whose request we send to a Seller Account.
"Routed Request" means a request that we send to a Seller Account with your Credential.
"Seller Account" means each cloud or API account for which you give us a Credential.
3. Authorization
3.1 You authorize Keak to store each Credential and to use it to send Routed Requests to the Seller Account, until you pause or remove the Credential or this Agreement ends.
3.2 Keak decides which requests to route and how much traffic to send. Keak does not promise any volume of traffic or of earnings. Estimates on the Platform are not a promise.
4. Your representations
4.1 You represent, when you accept this Agreement and each time you add or change a Credential, that: (a) you own or control each Seller Account, and you have the right to give us its Credentials; (b) your Cloud Terms permit Keak to use the Credential and to send Routed Requests from Customers through the Seller Account, or you have the written approval that your Cloud Terms require for that use; (c) each Credential has only the permissions that are necessary to call models; (d) the information that you give us about each Seller Account, including its region and data retention settings, is accurate; and (e) you will tell us promptly if any of these statements becomes untrue.
4.2 YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH YOUR CLOUD TERMS. KEAK HAS NOT REVIEWED YOUR CLOUD TERMS AND MAKES NO STATEMENT THAT THE USE DESCRIBED IN THIS AGREEMENT IS PERMITTED BY THEM.
5. Abuse controls
5.1 Customers must comply with the Cheaper Inference Terms and Conditions, which prohibit unlawful and harmful use of the Platform.
5.2 Keak maintains measures designed to reduce the risk that a prohibited request reaches a Seller Account. Keak can change these measures at any time.
5.3 NO SCREENING IS COMPLETE. KEAK DOES NOT AND CANNOT DETECT OR BLOCK EVERY REQUEST THAT VIOLATES THE TERMS AND CONDITIONS OR YOUR CLOUD TERMS. KEAK'S ABUSE CONTROLS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY THAT THEY WILL DETECT OR STOP ANY PARTICULAR REQUEST.
6. Risks to your Seller Account
6.1 YOU UNDERSTAND AND ACCEPT THAT A CLOUD PROVIDER CAN MONITOR ROUTED REQUESTS, AND CAN RETAIN OR REVIEW THEM UNDER YOUR CLOUD TERMS. A CLOUD PROVIDER CAN ALSO FLAG, INVESTIGATE, THROTTLE, SUSPEND OR CLOSE YOUR SELLER ACCOUNT, REPORT CONTENT TO AUTHORITIES, OR REMOVE CREDITS OR QUOTA, BECAUSE OF A ROUTED REQUEST. THIS CAN HAPPEN EVEN WHEN KEAK'S CONTROLS WORK AS DESIGNED.
6.2 YOU ACCEPT THESE RISKS. EXCEPT AS SECTION 11.3 STATES, KEAK IS NOT LIABLE FOR ANY ACTION THAT A CLOUD PROVIDER TAKES ON YOUR SELLER ACCOUNT, OR FOR ANY LOSS OF ACCESS, CREDITS, QUOTA, REVENUE OR BUSINESS THAT RESULTS.
7. Incidents
7.1 You will tell us within two (2) business days after you receive a notice from a Cloud Provider about a Routed Request, through the help link in your seller dashboard or the legal contact form on the Platform.
7.2 After we receive your notice, or after we learn of the incident ourselves, we will: (a) stop routing to the Seller Account at your request; (b) review the Customer activity involved, and suspend or block the Customer if it violated the Terms and Conditions; and (c) give you the information about the Routed Request that we hold and can lawfully share, for example the time, the model, the request identifier and the action we took, to support your response to the Cloud Provider.
7.3 Keak does not retain the content of requests for this purpose, and section 7.2(c) does not require Keak to retain or to disclose request content.
7.4 If a Customer's breach causes you a loss, Keak will consider in good faith whether to pursue its rights against that Customer. Keak does not promise that you will recover any amount.
8. Your controls
8.1 You can pause, resume, replace (rotate) or remove a Credential at any time in your seller dashboard.
8.2 When you pause or remove a Credential, Keak stops sending new Routed Requests to that Seller Account promptly, normally within minutes. Requests already in progress can complete, and you earn for them under section 9.
8.3 When you remove a Credential, Keak deletes the stored Credential. Keak keeps the records it needs for earnings, payouts, tax, security and legal compliance. You should also revoke the Credential at your Cloud Provider.
8.4 If Keak pauses a Seller Account, for example for a security, payment or compliance reason, only Keak can resume it.
9. Earnings and payouts
9.1 You earn the amounts that your seller dashboard shows for each Routed Request, at the rate in effect when the request was sent. Keak pays earnings that are due by the method and on the schedule that your seller dashboard shows, or that the parties agree in writing.
9.2 You also earn for a Routed Request that fails or times out, when your Cloud Provider bills you for it.
9.3 You are responsible for taxes on your earnings. Keak can ask for tax forms before it pays.
10. Credential security and data
10.1 Keak encrypts Credentials at rest, and limits their use to the systems that send Routed Requests and that check the Credential.
10.2 Keak does not control how a Cloud Provider stores, uses or reviews Routed Requests. Your Cloud Terms govern that.
10.3 If you tell us that a Seller Account has zero data retention or a regional setting, you are responsible for that setting. Keak can ask for evidence of it.
11. Disclaimers and limitation of liability
11.1 EXCEPT AS THIS AGREEMENT EXPRESSLY STATES, THE PLATFORM AND ALL SERVICES THAT KEAK PROVIDES UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE". KEAK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
11.2 TO THE MAXIMUM EXTENT THAT THE LAW PERMITS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, CREDITS, QUOTA, DATA OR GOODWILL, EVEN IF IT WAS TOLD THAT SUCH DAMAGES WERE POSSIBLE. KEAK'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE EARNINGS PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.
11.3 SECTIONS 6.2 AND 11.2 DO NOT LIMIT (A) A PARTY'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (B) KEAK'S OBLIGATION TO PAY EARNINGS THAT ARE DUE; (C) YOUR INDEMNITY OBLIGATIONS; OR (D) ANY LIABILITY THAT THE LAW DOES NOT PERMIT A PARTY TO LIMIT.
12. Indemnity
12.1 You will defend and indemnify Keak against third-party claims, including claims by a Cloud Provider, that arise from your breach of section 4, and you will pay the losses, damages and reasonable costs that result from those claims.
13. Term and termination
13.1 This Agreement starts at acceptance and continues until either party ends it.
13.2 You can end this Agreement at any time when you remove all Credentials and tell us. Keak can end it with fourteen (14) days' notice, or at once for your material breach or for a security or legal reason.
13.3 Sections 6, 7.3, 9 (for amounts earned), 11, 12 and 15 continue after this Agreement ends.
14. Changes
14.1 Keak can change this Agreement. Keak will give at least thirty (30) days' notice by email and in your seller dashboard.
14.2 A change to sections 4 to 7, 9, 11 or 12 applies to you only after you accept the new version. Until you accept it, Keak can pause routing to your Seller Accounts.
14.3 Each version that you accepted stays available for download in your seller dashboard.
15. General
15.1 The laws of the State of Delaware govern this Agreement, without regard to conflict of law rules. The state and federal courts in Delaware have exclusive jurisdiction over any dispute about this Agreement.
15.2 The parties are independent contractors. This Agreement creates no partnership, agency or employment relationship.
15.3 You cannot assign this Agreement without Keak's written consent. Keak can assign it to an affiliate or to a successor of its business.
15.4 This Agreement, with the rates shown in your seller dashboard, is the whole agreement between the parties about its subject. If it conflicts with the Cheaper Inference Terms and Conditions about your role as a Seller, this Agreement controls.
15.5 If a court finds a provision unenforceable, the rest of this Agreement stays in effect.
15.6 Notices to you go to the email address of your seller account. Notices to Keak go through the legal contact form on the Platform, or by mail to the address at the start of this Agreement.