Nebius Services Agreement
- 1. TERMS AND DEFINITIONS
- 2. SCOPE OF THIS AGREEMENT
- 3. CUSTOMER UNDERTAKINGS
- 4. CHANGES
- 5. TRIAL PERIOD
- 6. SERVICES ACCESS AND MANAGEMENT
- 7. SERVICE RATES
- 8. PAYMENT PROCEDURE
- 9. RIGHTS AND OBLIGATIONS
- 10. PERSONAL DATA AND DATA PROCESSING
- 11. INDEMNIFICATION
- 12. WARRANTIES AND REPRESENTATIONS
- 13. THIRD PARTY SERVICES
- 14. LIMITATION OF LIABILITY
- 15. TERM AND TERMINATION
- 16. APPLICABLE LAW AND DISPUTES RESOLUTIONS
- 17. CONFIDENTIALITY
- 18. NOTICES
- 19. MISCELLANEOUS
- 20. LINKED DOCUMENTS
- 21. NEBIUS DETAILS
This is an old version of the document, which expired on April 3, 2024. The current version is available at: https://nebius.ai/docs/legal/agreement.
This agreement for Nebius AI services (hereinafter: the "Agreement") is entered by and between Nebius Israel Ltd (hereinafter: "Nebius AI" or "We") and you (hereinafter "Customer" or "You"). It contains the terms and conditions, as to be updated from time to time, under which We grant you access and permission to make use of the Nebius AI platform of cloud services (hereinafter: the "Services" and as further specified below).
By entering into this Agreement on behalf of Customer, whether by ticking the button "Create" and/or by accessing/using Nebius AI Platform and/or Services in any way, you represent and warrant that: (i) You have full legal authority to enter into this Agreement and if You are acting on behalf of Customer that You have legal authority to bind Customer to this Agreement; (ii) You read, understand and will oblige the terms of this Agreement and Linked Documents; (iii) You agree to the terms of this Agreement and Linked Documents; (iv) You are a Resident of Territory.
Please see Section 1 for definitions of certain capitalized terms used in this Agreement.
IN CONSIDERATION OF the promises and mutual covenants contained herein, the parties now hereto agree as follows:
1. TERMS AND DEFINITIONS
The capitalized terms used in Agreement have the following meanings, unless the text expressly implies otherwise:
“Billing Threshold” means a maximum negative balance of Personal Account, if exceeded, Nebius AI is entitled to suspend the provision of Services to Customer. Billing Threshold is set for each Customer individually depending on the amount of Services ordered and used, time of use of Services, Customer's payment history, and other parameters. Information on the amount of Billing Threshold is available to Customer in Management Console;
“Business Account” means the Customer's account in the Management Console used by a legal entity or a sole proprietor;
“Nebius AI ID” means a service that allows Customers to register their accounts on Nebius AI's website to receive access to Services and available at: https://nebius.ai/;
“Committed Volume of Services” means the ability to use Services in the volume and quantity requested by Customer for a certain period and provided by Nebius AI. Customer undertakes to fully pay for such reserved volume of Services regardless of whether Customer uses Services or not;
“Content” means data, text, programs, databases, music, sounds, photos, graphics, videos, messages, and other materials;
“Corporate Linked Card” means any bank card attached to Customer’s Personal Account, as an entity, by a representative of Customer for the purpose of payment for Services;
“Customer's Data” means Content uploaded by Customer on the resources of Platform via Services;
“Debt” means negative balance of Customer's Personal Account at the end of Reporting Period;
“Documentation” means technical documentation, billing documentation, technical support documentation, user guides and admin guides for Services located at: https://nebius.ai/docs;
“Grant” means the amount of bonus (discount) Nebius AI provided to Customer as stipulated by Agreement;
“Individual Account” means the Customer’s account in the Management Console used by a natural person, not for the purposes of conducting business;
“Limits” means technical limitations of usage of Services related to the architecture of Platform;
“Linked Documents” means documents which are the integral parts of this Agreement and apply to Services by reference. List of Linked Documents are specified in Section 19 of this Agreement with a link to the current document;
“Management Console” means the closed section of the Platform, access to which is provided by Nebius AI to Customer for administering Services, including but not limited to order and manage Services; containing Statistics on Services used, information on the status of Customer's Personal Account, Customer login details, Billing Thresholds, Quotas, and Grants of Customer; providing means for parties to exchange notices and messages; performing other actions required to make use of options of the Platform;
“Personal Account” means a range of records describing financial relationship between Nebius AI and Customer, which keeps unified total records of Services ordered and used, contains billing information about Customer's payments made and amounts payable under this Agreement. Personal Account has technological nature and does not have the status of a settlement or bank account;
“Platform” means Nebius AI software and hardware platform that provides means to use Services and other cloud resources of the Platform available via console: https://console.nebius.ai
“Quotas” means organizational limitations of usage of Services Nebius AI establishes for each Customer individually depending on the amount of Services ordered and used by Customer. Information on Quotas is available in Management Console;
“Reporting period” means a calendar month unless otherwise agreed by the parties in writing. The first Accrual Period Reporting period is defined as the period from the effective date of this Agreement to the last day of the month (time zone determining the start and end of a calendar day: UTC+00:00);
“Service Fees” means the aggregate fees based on Customer's usage of Services and Service Rates;
“Service Rates” means the applicable fees for each billing unit of any Service. Links to Service Rates for a specific Service are set forth here: https://nebius.ai/prices;
“Services” means cloud services or software products that allow use or certain categories of resources of the Platform and shall be provided via a data centre located at Moreenikatu 6, 04600 Mäntsälä, Finland, and owned by Global DC OY, Reg. No. 2541661-9.
. Full list of available Services is posted on the Site;
“Site” means a website available online at https://nebius.ai, as may be updated by Nebius AI from time to time;
“Statistics” means electronic data of Nebius AI's automated record systems, which contain information on amount of Services used, Service Fees and other information relating to use of Services available in Management Console;
“Technical Support Services” means technical support services provided by Nebius AI to Customer under Technical Support Regulation in connection with Services;
"Territory" means countries listed at https://console.nebius.ai
“Trial Period” means a period when Customer is entitled to test Services and examine their options;
“User” means any individual or entity that directly or indirectly through Customer accesses or uses Services under Customer’s account;
2. SCOPE OF THIS AGREEMENT
2.1. Nebius AI will grant Customer an access to and the right to use Services and Customer shall use and pay for Services in accordance with the provisions of this Agreement.
2.2. To access and use Services, Customer shall agree to and accept the documents referred to hereof and specified in Section 19 of this Agreement (“Linked Documents”), which are integral parts of this Agreement by reference.
2.3. Except as expressly set forth in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other's Content or any of the other's intellectual property rights.
2.4. Nebius AI reserves the right to refuse to provide services if, in its sole discretion, it determines that its volume of resources is limited or not available to adequately fulfill the requested services. In such cases, Nebius AI shall not bear any responsibility or liability for the inability to provide the requested services due to resource constraints.
3. CUSTOMER UNDERTAKINGS
The Customer hereby represents, declares and undertakes the following:
3.1. pay for Services in due time;
3.2. comply with all applicable laws and regulations;
3.3. Customer’s engagement with Nebius AI is not and/or will not be in breach of any of Customer's undertakings toward any of his other engagements, independently make backup copies of Customer’s Data;
3.4. immediately inform Nebius AI in case of any technical problems with Services;
3.5. ensure safe storage and prevent the login details Customer uses to access Services from being compromised;
3.6. obtain and maintain any required consents, permits, registrations, privacy notices, etc. necessary to permit the processing of Customer’s Data under this Agreement;
3.7. inform Nebius AI of changes in the Customer's details no later than seven (7) calendar days from the date of such changes;
3.8. not use any third-party intellectual property in violation of the copyright, patent, trademarks and license restrictions or in violation of other third-party rights;
3.9. not transfer his or her rights and obligations under this Agreement to third parties without written consent from Nebius AI;
3.10. not use Services to create web services, software or otherwise, if such usage violates applicable law and/or third-party rights;
3.11. not decompile, disassemble, or evade technical constraints of Services and software products of Nebius AI, unless permitted under mandatory applicable law (e.g. interoperability or information security) and even then, only if it is necessary for the use of the Platform and within the original purposes of the Services and subject to applicable law;
3.12. not disable, distort, or try otherwise to circumvent any billing or accounting mechanism for Services Customer used;
3.13. follow guidelines on using the Platform and Services provided on the Site;
3.14. the person executing this Agreement has the right, power and authority to execute documents and to contractually bind it.
4. CHANGES
4.1. Nebius AI may, from time to time, change the terms of the Agreement, Services, SLA, Service Rates for the Services and change Acceptable Use of Policy, and other attached or Linked Documents, including pricing.
4.2. Nebius AI will inform Customer at least ten (10) calendar days prior to any changes to the terms of use for Services, SLA, Service Rates for the Services and Acceptable Use Policy, pricing or Linked Documents become effective, except if the changes apply to new technical functionalities of Services or new Services as to which Nebius AI is entitled to make changes with no prior notice and which will become effective immediately upon posting on Site.
4.3. Nebius AI will notify Customer on changes to the terms of any of the Linked Documents or pricing subject to clause 4.1 above via Management Console or by sending an e-mail to the e-mail address registered by Customer.
4.4. If Customer does not agree with the changes to the Linked Documents or pricing, Customer may terminate this Agreement by sending a written notice of termination within ten (10) calendar days since the changes become effective. After the expiry of ten (10) calendar days without such notice, this will be deemed an acceptance of the changed terms by Customer.
5. TRIAL PERIOD
5.1. Nebius AI may, on a case-by-case basis, decide to provide Customer with a Trial Period to test Services. Trial Period will be limited by the time, amount of usage rights and services granted by Nebius AI (“Grant”). Nebius AI may also post information about time and usage limits of this Grant during Trial Period on Site or will notify Customer via Management Console or e-mail.
5.2. If Customer continues to access and use Services after expiry of Trial Period, this will be deemed an acceptance of Customer to the paid version of Services in accordance with the terms of this Agreement. In any case, Grant provided during Trial Period is limited to time of Trial Period set for Customer and forfeited hereafter.
5.3. Nebius AI may at any time limit, technically and functionally, the usage of Services granted within Trial Period. For the avoidance of doubt, Service Levels specified in SLA, will not apply to Trial Period.
6. SERVICES ACCESS AND MANAGEMENT
6.1. In order to access Platform and Services, Customer must create an account registered with Nebius AI ID or with any other functional that Nebius AI provides to its customers, that associated with a valid e-mail address.
6.2. Customer will access Platform via its own internet connection and shall have the sole responsibility for arranging access via the Internet with its internet access provider. Nebius AI excludes any responsibility and warranties (express or implied) for transmission or receipt of data through Customer’s internet connection. For the avoidance of doubt, Nebius AI does not provide services of a telecommunication service provider or "Bezeq Services" or internet access services under the Communications Law (Bezeq and Broadcasts), 1982.
6.3. Customer may order, set up, and manage Services via Management Console, including via the command-line interface, or the API's of Services.
6.4. Further technical and organizational terms of how Customer may access and use Services are determined in Documentation posted on Site and/or in Management Console.
6.5. If Customer authorizes any third parties to manage Services on behalf of Customer, such third parties (representatives of Customer) shall comply with the terms of this Agreement and any attached or Linked Documents referred to in Agreement. Customer is responsible for all activities that occur under its account, regardless of whether the activities are authorized by Customer or undertaken by Customer, its employees or a third party (as e.g. contractors, agents or Users). All acts or omissions of such third parties will be attributed to Customer as if they were its own.
6.6. If Customer and third parties interact to manage Services, Nebius AI acts solely as an intermediary that made such interaction technically possible. Nebius AI performs interaction-related transfer, storage, and provision of access to information which Customer provides to third parties without changing the information. Nebius AI does not control or monitor Content posted on the resources of Platform by Customer or any third parties under Customer’s control, and is not liable for the accuracy, quality, and permissibility of Content.
6.7. Suspension. Nebius AI may suspend or limit Customer’s access to use of Services in the following cases:
a) Customer's failure to comply with AUP;
b) breach of warranties and representations by Customer;
c) payment delay of fees payable under this Agreement;
d) force majeure;
e) if Nebius AI is obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process;
f) if Customer uses Services in violation of third party's intellectual property rights or similar rights or applicable law;
g) if Nebius AI suspects that Customer's personal account could be fraudulent;
h) in any other cases, specified in this Agreement and the documents referred to in this Agreement, including the breach of Section 3 in general and subsection 3.9 in particular;
i) in other cases specified in subsection 9.2.5 of this Agreement;
7. SERVICE RATES
7.1. Unless otherwise stipulated hereof, the links to applicable Service Rates for a specific Service are available on Site at: https://nebius.ai/prices. A Service Rate unit not fully used up by Customer will remain charged as a complete one, unless Specific Terms stipulate otherwise. Service Rates specified on Site exclude VAT, unless expressly stated otherwise.
7.2. Parties may agree on special Service Rates for a specific Service by signing the addendum to this Agreement. Nebius AI may, at its sole discretion: (а) provide Customer with option to reserve resources of Platform for a certain period subject to a special pricing; (b) provide a discount for certain products without signing any addendum to this Agreement. The discount provided is displayed in the Console and may be revoked by Nebius AI.
7.3. Entering into this Agreement, Customer represents that it acquainted and agreed with the effective Service Rates posted on Site. Nebius AI may from time-to-time change Service Rates by updating the relevant information on Site at URLs of pricing for specific Services, subject to prior notice of Customer according to Section 4.2. Updated Service Rates shall become effective from the date specified when posting, but in any case, not earlier than commencement of the next Reporting Period following the period within which the rates were changed.
7.4. Nebius AI may at its sole discretion provide Customer with discounts or pricing offerings based on the amount of Services Customer ordered, time of usage and other parameters to measure the usage of Services. Discounts (bonuses) and special offers for Customers are set in permanent and temporary (limited validity) offers (promotions) detailed on Site or in Management Console or addendums to this Agreement.
7.5. If stipulated by Service Rates, Nebius AI has the right to provide Customer with Committed Volume of Services provided that Services are used on a paid basis, and Customer shall pay for it pursuant to the terms set forth in the Agreement, Site and Management Console, regardless of whether Customer uses the requested Committed Volume of Services or not. Customer shall request the period and volume of the Committed Volume of Services and shall agree it with Nebius AI by signing an annex or an additional agreement or through Management Console (if it provides such an opportunity).
7.6. If the total volume of Customer’s use of the reserved Service exceeds Committed Volume of Services during the respective Reporting Period, Customer shall additionally pay for the difference between the total use of such Service and Committed Volume of Services in the manner stipulated hereof.
8. PAYMENT PROCEDURE
8.1. Customer shall pay Service Fees based on Customer's usage of Services and in accordance with Service Rates, unless any other payment terms are established under Service Terms or addendums to this Agreement.
8.2. Customer may access and use Services unless Customer has reached a Billing Threshold provided by Nebius AI. Billing Threshold may be granted to Customers, at Nebius AI’s sole discretion, upon ending of first Reporting Period.
8.3. Nebius AI will no later than five (5) calendar days after the end of Reporting Period provide Customer with an invoice based on the amount of Services ordered and used by Customer in Reporting Period. Statistics of usage of Services in Reporting Period is available in Management Console. If Nebius AI suspects that Customer's personal account is fraudulent or at risk of non-payment or reached Billing Threshold, Nebius AI may choose to bill Customer more frequently for the accrued fee.
8.4. If Customer does not provide any written objections to the invoice within fourteen (14) calendar days following a Reporting Period, Customer waives any and all claims relating to Statistics and Service Fees in such Reporting Period (except claims provided according to SLA).
8.5. Customer shall pay Debt within thirty (30) calendar days following the end of respective Reporting Period at the latest, unless otherwise agreed by the Parties in writing.
8.6. Customer pays Debts as invoiced by Nebius AI, except for when using Corporate Linked Card. Customer is solely responsible for the correctness of payments. When making payments via wire transfer, Customer shall indicate the number of Agreement and number of Personal Account. Linked Card may be debited to pay the Outstanding Fees on any day after the end of the respective Reporting period. If Nebius AI suspects that Customer's personal account is fraudulent or at risk of non-payment or reached Billing Threshold, Nebius AI may choose to bill Customer more frequently for the accrued fee without waiting for the end of the respective Reporting period.
8.7. Customer shall pay all applicable Service Fees and charges for usage of Services using one of the payment methods Nebius AI supports. All bank charges and commissions connected with payment for Services shall be paid by Customer. Customer's obligation to pay all Service Fees is non-cancellable. All amounts payable by Customer under this Agreement may not be withheld or deducted by setting off with counterclaims.
8.8. Usage of Corporate Linked Card. When entering into Agreement, Customer may activate Corporate Linked Card payment method in the respective section of Management Console (in case this payment method is made available by Nebius AI).
8.8.1. By activating Corporate Linked Card as payment method Customer expresses full consent and authorizes Nebius AI:
8.8.1.1. to initiate one or more debits for the total amount of purchase from these cards;
8.8.1.2. to process and to store the following data: Customer’s name, card expiry date, which has been specified by Customer by linking Corporate Linked Card;
8.8.1.3. to transfer the data of Corporate Linked Card to an authorized payment processor, an electronic money operator, or other parties to settlements and information technology interaction.
8.8.2. Payment with Corporate Linked Card is made with Nebius AI involving an authorized payment processor, an electronic money operator, or other parties to settlements and information technology interaction. Nebius AI does not warrant the error and failure free operation of the said parties to settlements and information technology interaction.
8.8.3. When indicating details of Corporate Linked Card and further using of Corporate Linked Card, Customer confirms and warrants that Customer indicated reliable and full information on bank card and complies with rules of international payment systems and requirements of the bank that issued Corporate Linked Card, inter alia, in relation to the procedure of wire transfer payments. The following details in relation to this Agreement shall be included in the transaction confirmation: card number, transaction amount, surcharges (if applicable), transaction currency, transaction date, authorization code, Nebius AI’s location.
8.8.4. Failure to debit Corporate Linked Card for any reason does not release Customer from obligation to pay for Services used on the due dates set by this Agreement.
8.8.5. The data of Corporate Linked Card is used for purposes of entering into and executing the Agreement for the duration of this Agreement. Nebius AI transfers and receives only the data of Corporate Linked Card that is necessary for the specified purpose.
8.8.6. Customer may contact via support@nebius.ai if any questions arise in respect of the cancellation and/or refund.
8.8.7 Late payments are subject to an interest rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Nebius AI in collecting such outstanding amounts. Nebius AI may suspend Customer's right to access to Services for any late payment and Nebius AI may cancel special pricing offerings (including, but not limited, Grants, discounts (bonuses) and etc.) provided to the Customer with prior written notice which will come into force next day from the day of sending of the notice.
9. RIGHTS AND OBLIGATIONS
9.1. Nebius AI shall:
9.1.1. provide Customer with Technical Support Services ("TSS") under the terms of Technical Support Regulation;
9.1.2. perform according to every applicable law and according to every relevant regulation;
9.1.3. notify Customer by e-mail of data incidents on the Services which put Customer's User data at risk, except if otherwise stipulated by applicable law;
9.1.4. not use Customer's data and Customer's Content uploaded on the resources of Platform for purposes contrary to the purposes of this Agreement, and/or in violation of applicable law.
9.2. Nebius AI may:
9.2.1. set and change Limits, and Billing Threshold for usage of Services; set Quotas; change Quotas upon Customer’s request. Limits, Quotas, Billing Threshold and other limitations of the usage of Services may vary for different categories of Customers;
9.2.2. from time to time scan the publicly available resources of Platform by using special Nebius AI software to verify compliance with safety and legal requirements and detect whether dangerous or legally prohibited Content is uploaded on the resources of Platform. Customer’s data will not be harmed or deleted in the process, unless it is in breach of this Agreement including Nebius AI Acceptable Use Policy;
9.2.3. take preventive measures for maintenance of Platform, that result in temporary interruptions in the operation of Services to the extent permitted by the terms of this Agreement and the documents referred to in this Agreement, subject to prior notification to Customer;
9.2.4. request Customer to provide additional information and/or documents for confirmation the reliability of the details provided when Customer signed up to Platform. Nebius AI may suspend the Customer's access to Services if Customer fails to provide the requested information within seven (7) calendar days from the date of request;
9.2.5. involve third parties to provide Services but remaining responsible for their actions;
9.2.6. limit or block access to Customer's data which Customer uploaded on resources of Platform or suspend Customer's access to a certain Service in the following cases:
a) If Nebius AI is obligated to do so by virtue of law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process;
b) If Nebius AI receives from a third party any allegation, complaint, claim, inquiry, demand or any other request stating that Customer’s Content infringed a third-party’s rights or applicable law;
c) If Customer's Content threatens the normal operation of Platform and Services;
9.2.7. in case when Customer uses Nebius AI Marketplace, Nebius AI may transfer to Software Product Owner, as this term is defined in the Terms of Use of Nebius AI Marketplace, information (excluding personal information) about the Customer's use of the Services, and such information may include the name of Customer and statistical data;
9.2.8. refuse to transfer resources to another contract if there is a Debt on the Customer's Personal Account;
10. PERSONAL DATA AND DATA PROCESSING
10.1. Nebius AI may process data which Customer provided when signing up and logging into the Platform subject to the terms set in the Privacy Policy, as personal data controller (database owner) according to the applicable data protection laws, to conclude, administer, execute and implement this Agreement.
10.2. Customer is responsible to inform its employees and agents of such processing of their personal information by Nebius AI and to provide them with all information necessary in order to ensure that Nebius AI complies with its notice obligations under applicable data protection and privacy laws. For more information on how Nebius AI process personal information when acting as the personal data controller (database owner), please refer to our Privacy Policy available at https://nebius.com/il/docs/legal/privacy
The data and personal information referred to in this Section processed by Nebius AI can be retained during the term of this Agreement and after its termination - during the limitation period, unless otherwise provided by law, but in any case, not less than 365 days and may last longer subject to statutory retention periods under applicable law.
For the purposes of this Agreement, Applicable Data Protection Laws means all laws, regulations, rules and guidance related to privacy, data processing and data protection applicable to Nebius AI’s Processing of Personal Data in connection with offering and providing the Services by Nebius AI.
10.3. The Platform is not intended for the storage or any other ways of Personal data processing, Personal data includes, but is not limited to, any information relating to an identified or identifiable natural person, as defined by applicable data protection laws and regulations. Any use of the Platform for such purposes is strictly prohibited, and Customer shall be solely responsible for compliance with all relevant data protection laws and regulations. Nebius AI shall not be liable for any damages, losses, or legal consequences arising from Customer's failure to comply with this prohibition.
11. INDEMNIFICATION
11.1. Customer will defend, hold harmless and indemnify Nebius AI, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors from any and all losses arising out or relating to any third party claims concerning: (a) any Customer's Content and infringement of third-party rights by Customer (in particular, but not limited, intellectual property rights, similar rights as e.g. know-how or data protection or privacy rights); (b) Customer usage of Services (including any activities under Customer account and use by Customer employees and personnel); (c) breach of this Agreement and any Linked Documents or violation of applicable law by Customer (including by any person/entity under Customer's account and/or Customer's employees and personnel). Customer will reimburse Nebius AI for reasonable attorneys’ fees and legal expenses.
11.2. Nebius AI will defend and indemnify Customer against any third-party claim alleging that the Services infringe or misappropriate third party’s intellectual property rights. Nebius AI’s indemnity shall not exceed the total amount paid by the Customer to Nebius AI during the six (6) months preceding the date on which the liability giving rise to the indemnification claim arose.
The obligation applies only if Customer: (a) gives Nebius AI prompt written notice of the claim; (b) permits Nebius AI to control the defense and settlement of the claim; and (c) reasonably cooperates with Nebius AI in the defense and settlement of the claim. In no event may Customer agree to any settlement of any claim without the written consent of Nebius AI.
The obligation under this Section will not apply to the extent the underlying allegation arises from: (a) Customer breach of this Agreement or violation of applicable law; (b) modifications to Nebius AI technology or Services by anyone other than Nebius AI.
12. WARRANTIES AND REPRESENTATIONS
12.1. Nebius AI warrants and represents that:
a) it has all right, power and authority to enter into this Agreement, to provide Services and perform all of its obligations hereof.
b) Service Level and Availability of Services will be consistent with the SLA agreed with Customer in this Agreement. All possible compensations for underperformance of SLA or non-compliance are solely determined by the compensation rules set forth in SLA as a sole remedy and other statutory claims (e.g. damages or step-in rights) are excluded.
c) it makes no express or implied representations and/or warranties, including any implied or express warranties relating with Services and/or their suitability for specific purposes of Customer.
12.2. Nebius AI does not warrant that the third-party Content will be uninterrupted, error free or free of harmful components, and that any Content will be secure or not otherwise lost or altered. Nebius AI will not be liable for any disruption or loss Customer may suffer as a result and will not be liable for archiving and backing up the Customer's Content. In the event of an outage, Customer may not be able to retrieve its Content or data that has been stored. Customer shall backup its Content and data stored on the Platform.
12.3. Nebius AI is not responsible for claims and actions of third parties, if Customer provides services to such third parties by using Services. Nebius AI is not responsible for violations of third-party rights resulting from actions of Customer while using Services.
12.4. Nebius AI is not responsible for claims of Customer related to remote access to Services, related to the quality of operation of telecom operator networks, traffic exchange policies of telecom operators, the operation of the Customer's equipment and software, and other circumstances beyond the control of Nebius AI.
12.5. Customer warrants and represents that:
a) all details provided by Customer, when Customer signed up to Platform are accurate, complete, and reliable;
b) Customer reviewed all the limitations and guides on how to use Services, accepts, and undertakes to comply with them;
c) Customer provided all necessary notices, made all necessary registrations and secured all the necessary consents of third parties and legally holds all the necessary rights to information and Content uploaded on the resources of the Platform;
d) Customer checked Services and has found Services suitable for his needs, and he waives any claim and/or demand towards Nebius AI in this regard;
e) Customer or its licensors own all rights, titles, and interests in and to Customer's data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer’s data;
f) Customer has all rights in Content necessary to grant the rights contemplated by this Agreement; none of Content or Users’ use of Content will violate AUP;
g) Customer meets the requirements of applicable law in its activities;
12.6. In the event that, after execution of this Agreement, Customer has a reasonable basis to believe that any of the foregoing warranties and representations may no longer be true or have been breached, Customer shall immediately notify Nebius AI in writing.
13. THIRD PARTY SERVICES
Services may contain third party components and services, including links to other web sites ("Third Party Services"). Such Third Party Services are offered by third parties with separate legal notices or governed by other agreements. Nebius is not responsible for the availability (or lack of availability) of Third Party Services. If Customer chooses to interact with the third parties made available through our Service, such third party's terms will govern their relationship with Customer and Customer will be responsible for its compliance with such third party's terms. Nebius is not responsible or liable for Third Party Services or for such third parties' terms or actions.
14. LIMITATION OF LIABILITY
14.1. Nebius AI and Nebius AI’s suppliers will not be liable to Customer for any indirect, incidental, special, consequential or exemplary damages (including damages for loss of profits, business, anticipated savings, revenues, goodwill, reputation, customers, use or data).
14.2. Nebius AI will not be responsible for any compensation reimbursement, or damages arising in connection with:
14.2.1. Customer’s failure to use Services, including as a result of any termination or suspension of this agreement or customer’s use or access to Services, or cease of any or all of the Services, or, without derogation of any obligations under the Service level agreements, any unanticipated or unscheduled downtime of all or a part of Services for any reason.
14.2.2. any unauthorized access to, alteration of or the deletion, destruction, damage, loss or failure to store any of Customer’s data or other data.
14.2.3. In any case aggregate liability under this agreement will not exceed the amount Customer actually paid Nebius AI under this Agreement during the 3 months before the liability arose.
14.3. The foregoing limitations of liability will apply only to the maximum extent permitted by applicable law and regardless the form or cause of action, whether in contract, tort or otherwise.
15. TERM AND TERMINATION
15.1. Term. This Agreement becomes effective from when Customer accepts it and is deemed to be concluded for an indefinite period. When Agreement is concluded, it is assigned a number displayed in the respective section of Management Console.
15.2. Termination. Customer may terminate this Agreement by written notice sent to Nebius AI at least ten (10) calendar days before the expected date of termination, subject to clauses 15.2.1 - 15.2.2.
15.2.1. If Customer terminates this Agreement, then it may result in early termination of Customer’s access to Committed Volume of Services or special terms of use of Services (if applicable) without reimbursement of any expenses or damages by Nebius AI.
15.2.2. At any point during the effective period of Committed Volume of Services, Customer may unilaterally terminate this Agreement and/or Committed Volume of Services, and Customer shall pay Nebius AI a fee in the amount of 30% the cost of the Committed Volume of Services for the unused reserved period (the “Termination Fee”).
Parties agree and acknowledge that the early termination of the Agreement and/or Committed Volume of Services during the effective period of the Committed Volume of Services by Customer is deemed inappropriate and causes damages and losses to Nebius AI. Termination Fee shall be payable as liquidated damages to compensate Nebius AI for the damages and losses that Nebius AI suffers upon the termination of this Agreement and/or Committed Volume of Services under the conditions set forth in this clause. Customer acknowledges that Termination Fee represents liquidated damages calculated based on Nebius AI's expectation for the term of this Agreement and is not a penalty.
15.3. If Customer does not agree with changes to any Linked Document, Customer may terminate this Agreement by notifying Nebius AI in writing within ten (10) calendar days since the changes become effective. The Agreement shall be deemed terminated from the date when Nebius AI receives the Customer’s notice and in case of a Committed Volume of Services the provisions of Section 15.2 shall apply.
15.4. Customer's termination notice shall be sent as a scanned copy of a notice signed by Customer or an authorized representative of Customer to Nebius AI's e-mail address indicated on Site.
15.5. Nebius AI may terminate the Agreement with Services being immediately disabled and with no expenses or damages reimbursed without notice if Customer infringed any of its obligations under this Agreement, in particular in the following cases:
a) if Nebius AI’s relationship with a subcontractors or partners who provides software or other technology Nebius AI uses to provide Services expires, terminates or requires Nebius AI to change the way Nebius AI provides Services;
b) Customer repeatedly (more than twice) violates any payment terms of this Agreement;
c)Customer fails to remedy the breach of Agreement, which is the reason for suspension, provided that, suspension lasted for more than seven (7) calendar days;
d) Customer fails to comply with AUP, which caused the violations of third-party rights or applicable law;
e) Customer fails to comply with anticorruption clause stipulated in this Agreement;
f) Customer's breach of warranties and representations provided hereof;
g) Customer becomes: (i) the subject of any sanctions imposed by the U.S., the EU, the UN or Israel; (ii) Customer becomes the subject of any other applicable sanctions;
h) in order to comply with applicable law or requests of governmental entities;
15.5.1. Nebius AI may terminate this Agreement in full or in partial at any time in respect of Services rendered free of charge.
15.5.2. Nebius AI may terminate this Agreement, upon its discretion without cause (for convenience) at any time, upon a thirty (30) days prior written notice to Customer.
15.6. If there are unused funds on Customer’s Personal Account, Nebius AI will return such funds to Customer within thirty (30) calendar days after termination of this Agreement based on a written application of Customer signed by Customer or an authorized representative of Customer. Customer must submit Nebius AI an application for return. Nebius AI may withhold Service Fees payable by Customer, accrued liquidated damaged, and losses Nebius AI incurred as a result of Customer's failure to perform contractual obligations, from any amounts to be refunded to Customer.
15.7. The procedure for deleting information and Content in cases of suspension of its access to Services and termination of Agreement.
15.7.1. Nebius AI stores Customer's Data uploaded on the resources of Platform as follows:
• within 60 (sixty) calendar days from when Customer’s access to Services is suspended due to Customer’s failure to comply with the terms of payment for Services and/or Trial Period runs out;
• within 7 (seven) calendar days from when Customer’s access to Services is suspended due to the non-compliance of Customer with other terms and conditions of Agreement;
Nebius AI is entitled to mark information and Content uploaded on resources of Platform as "deleted" and to delete them along with resources of Platform within 72 hours upon expiration of terms stipulated above in case if Customer fails to remedy the violations that caused suspension of access to Services.
Services of Content storage, rendering within period of suspension, are payable according to Service Rates.
15.7.2. Nebius AI is entitled to delete Customer’s information and Content uploaded on resources of Platform before expiration of terms stipulated above in event of early termination of Agreement by Nebius AI. If Customer’s access to Services was suspended during Trial Period, Nebius AI, at its discretion, may delete resources of Platform along with Customer’s information and Content.
15.7.3. The procedure and terms for deleting Customer’s information and Content from the resources of Platform upon Customer’s request, as well as in cases when Customer’s access to Services is suspended due to breach of the terms and conditions of Agreement, are specified in the documentation specified on Site at: https://nebius.ai/docs/overview/concepts/data-deletion.
15.7.4. In case of termination of Agreement Customer’s information and Content uploaded on the resources of Platform are marked and deleted along with resources of Platform used by Customer within 72 hours after termination of Agreement unless applicable law stipulates any other storage period.
16. APPLICABLE LAW AND DISPUTES RESOLUTIONS
This Agreement and any attached or linked documents shall be governed and construed in accordance with the laws of Israel. All disputes arising out of or in connection with this Agreement shall be solely submitted to the courts of Tel Aviv.
17. CONFIDENTIALITY
17.1. Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic, or other information, including information on information security, identification/authentication, and authorization (logins, passwords, etc.) tools, software and hardware suites, principles of their operation, source codes (their parts) of computer programs; statistics, information on customers, products, services, research findings. Parties undertake not to disclose or transfer to any third parties’ confidential information obtained from each other while implementing Agreement, except as specified in Agreement, stipulated by applicable law or agreed by Parties in writing, and not to use it for purposes contrary to purposes of Agreement.
17.2. Receiving Party shall in no event use a lower degree of care in safeguarding the disclosing Party´s Information than it uses for its own information of like sensitivity and importance and upon discovery of any unauthorized disclosure of Information in its possession the Receiving Party shall use its best endeavors to prevent any further disclosure or unauthorized use thereof.
17.3. Confidentiality obligations do not apply to any information in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party.
17.4. If confidential information is disclosed in breach of this section 17, Party at fault undertakes to indemnify for losses caused by such disclosure, if the affected Party requests so.
17.5. The obligations set forth in this Section shall bind the Parties for a period of five (5) years from the date of disclosure of confidential information and such obligations shall survive the termination or earlier expiration of this Agreement.
17.6. The following information provided by Parties is not deemed of being the breach of confidentiality:
a) information is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other governmental authority, to be disclosed by the receiving party but, only to the minimum extent required and for the purpose of such order, and provided that the receiving party first notifies disclosing party of the order (if not prohibited by applicable law) and, upon the request of the Disclosing Party, receiving party shall use commercially reasonable efforts to assist the disclosing party, at the Disclosing Party’s sole expense, in seeking an appropriate protective order;
b) information provided to auditors and external consultants subject to such persons undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement;
c) information provided to a Party's affiliates, if such provision to an affiliate is reasonably needed for Party to discharge its contractual obligations and the affiliate undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement;
d) information provided to third parties involved to provide all or some Services, if such parties undertook to protect the confidentiality of information transferred under terms that ensure equal or higher level of protection as compared to the terms of Agreement;
17.7. Any references to Nebius AI shall only be published and the fact and/or details of cooperation relating to this Agreement shall only be communicated to third parties or the public with the prior written consent of Nebius AI, except where applicable law obligates to provide the relevant information.
18. NOTICES
18.1. Nebius AI may send any notices, messages, and documents, needed for providing Services, to Customer by e-mail or by posting such notices, messages, and documents on Site and/or in Management Console and/or by SMS messaging to a mobile phone number, provided by Customer in Management Console. Notices Nebius AI provides by posting on Site will be effective upon posting and notices Nebius AI provides by e-mail will be effective when Nebius AI sends the e-mail. It is Customer responsibility to keep Customer e-mail address current. Customer will be deemed to have received any email sent to the e-mail address then associated with Customer account when Nebius AI send the e-mail.
18.2. Customer may send messages and notices to Nebius AI by Nebius AI's e-mail specified on Site or via feedback forms available to Customer on Site or Management Console. All legal notices must be in writing and signed by authorized representative of Customer.
18.3. Parties confirm that the exchange of documents, including letters, notifications, notices, and other communications transferred in any way specified above, will have evidential significance and full legal force.
19. MISCELLANEOUS
19.1. No agency. This Agreement does not create any agency, partnership relations, joint activity relations, employment, or any other relations between Customer and Nebius AI that are not expressly stipulated in Agreement.
19.2. Severability. If any term (or part of term) of this Agreement and/or any document referred to in Agreement is invalid, void, illegal, and unenforceable, the rest of Agreement and any document referred to in Agreement will remain in effect.
19.3. No waiver. Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement and/or any document referred to in Agreement.
19.4. Assignment. Agreement provides no assignment of any rights or no license granted by Nebius AI to Customer for any parts of Platform and Services, unless otherwise expressly stipulated in Agreement and the documents referred to in Agreement.
Customer may not assign any part of this Agreement or the documents referred to in Agreement without prior written consent of Nebius AI.
Nebius AI reserves the right to assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement to another company or entity, provided that Nebius AI notifies Customer of such assignment in writing at least ten (10) calendar days in advance. Customer acknowledges and agrees that such assignment shall not relieve Nebius AI of its obligations under this Agreement, and the assigned entity shall assume all rights, duties, and obligations of Nebius AI herein.
19.5. Trademark. Customer authorizes Nebius AI to use a logo, trademark, trade name and/or name of the Customer's software product and/or the Customer's Site for information, for advertising and marketing purposes with no need to secure any additional consent of Customer and with no remuneration payable to Customer for such use.
19.6. Anticorruption clause. The Parties adhere to the applicable anticorruption laws. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, involving a total ban on any corrupt practices and on any facilitation payments. The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in performance of the Parties' obligations (including agents, commission agents, customs brokers and other third parties), shall not accept, pay, offer to pay, allow or authorize the payment/acceptance of any funds or transfer of any benefits (including intangible benefits), directly or indirectly, to/from any persons for the purpose of influencing any actions or decisions with the intention of obtaining any improper advantage, including bypassing any legally prescribed procedure or pursuing other illegal purposes. This Clause constitutes the Parties' representations. Either Party may unilaterally withdraw from the Agreement if the other violates the obligations stipulated by this Clause. If a Party suspects that any provisions of this Clause have been or might be violated, the Party concerned undertakes to immediately notify the other of its suspicions in writing.
19.7. Force Majeure. Parties are released from liability for partial or full failure to discharge the obligations under the Agreement, if such failure was caused by force majeure, including acts of God; natural and industrial disasters; acts of terrorism; hostilities; civil unrest; adoption by public bodies of acts prohibiting or restricting activities of Parties under Agreement; other circumstances that have arisen after Agreement was signed as a result of emergencies Parties could neither foresee nor prevent, which make it impossible to discharge (properly discharge) the obligations of Parties.
If force majeure occurs, each Party shall notify the other Party. The notice shall describe the nature of the force majeure and contain official documents certifying its existence and, if possible, evaluating its effect on the Party's ability to fulfill its contractual obligations.
If force majeure or its consequences last for one (1) month or more, either Party may unilaterally terminate Agreement.
19.8. Parties’ Details. If Parties change their name, their legal status, addresses and/or settlement details and make other changes that may affect the implementation of Agreement, a Party that made changes shall notify the other Party within five (5) calendar days from when such changes became effective.
19.9. Survival. Obligations of Parties, which, by their nature, shall remain in effect (including, but not limited to confidentiality, obligations to use information), will survive the termination of this Agreement
19.10. Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the body of the Agreement shall prevail. If Nebius AI provides this Agreement in more than one language for the country of Customer’s billing address, and there is a discrepancy between the English text and the translated text, the English text will govern.
20. LINKED DOCUMENTS
Linked Documents are the integral part of this Agreement by reference and accepted together with this Agreement, namely:
Nebius AI Acceptable Use Policy (“AUP”) is set forth here: https://nebius.ai/docs/legal/aup
Nebius AI Service Terms (“Service Terms”) are set forth here: https://nebius.ai/docs/legal/service-terms
Service Level Agreement (“SLA”) is set forth here: https://nebius.ai/docs/legal/sla
Technical Support Regulation (“TSR”) is set forth here: https://nebius.ai/docs/legal/tsr
Privacy Policy is set forth here: https://nebius.com/il/docs/legal/privacy
Rules for performing of External Security Scans is set forth here: https://nebius.ai/docs/legal/pentest
21. NEBIUS DETAILS
Nebius Israel Ltd ID 516517307
Incorporated under the laws of Israel
Address: Yigal Alon Street 94, Tel Aviv, Israel
Nebius Israel Ltd
Web address: https://nebius.ai/docs/legal/agreement
Publication date: October 30, 2023