Terms of Use of Nebius Marketplace
This document (the "Terms") contains specific Terms of Use of Nebius Marketplace (the "Service" and/or the "Marketplace") and is an integral part of Nebius AI Services Agreement ("Agreement"). Capitalized terms used herein but not defined herein shall have the meanings set forth in Agreement.
1. Definitions
- License Agreement
- means a legally binding agreement between the Software Product Owner and a Customer (that can be in the form of an electronic shrinkwrap license or other similar license) that provides such Customer with a non-exclusive license to use the applicable Software Product on Nebius Platform infrastructure.
- Marketplace
- means a catalogue of Software Products published by Nebius on the Platform in order to provide Customers with access to such Software Products via Nebius Platform.
- Software Product
- means any software product or a set of data with access to it granted to Customer by Software Product Owner on the Marketplace.
- Software Product Owner/Owner
- means a legal entity that holds the rights to Software Product offered on Marketplace.
2. Functional Features of the Service
2.1. Nebius provides Customer with the Service that allows Customer to gain remote access to Software Products owned by Software Product Owners and use them on Nebius Platform infrastructure subject to these Terms.
2.2. A catalogue of Software Products available to Customer can be found in the appropriate section of the Website and Console.
2.3. Access to the Software Products is provided: through the use of a Virtual Machine or through the use of the Management Service for Kubernetes®.
2.4. Software Product Owner can set requirements to infrastructure parameters and characteristics that Customer must meet in order to be able to use Software Products.
2.5. Software Product description may contain URL links enabling transition to websites/web pages that are not controlled by Nebius (hereinafter referred to as the "Linked Websites"). Nebius shall not be responsible for Linked Websites (or any hyperlinks or URLs contained thereon), including, but not limited to, their content, security, or privacy. Any access provided by Nebius to Linked Websites is provided solely for the convenience of Customer, and the inclusion of any link to Linked Website does not imply that Nebius approves Linked Website.
3. Pricing
3.1. Unless otherwise stated, using the service is subject to a fee. Access to specific Software Products may be free of charge.
3.2. The cost of accessing a Software Product is determined individually for each product. The cost of using the Service includes the cost of accessing the Software Products, as determined by the tariffs and billing units specified on the Site. In the event that a price change is announced by the Software product owner, Nebius will notify Customers via the console about such change accordingly.
3.3. The cost of the Service is based on the amount of time Customer uses it, specifically the time between the start and end of use of the relevant Software Products during the relevant Reporting Period. The use of the Virtual Machine for the Software Product is billed separately within the Cloud Computing Service.
3.4. Nebius reserves the right to remove Software Products at any time without any prior notice and to change the price of the Software Products at any time without any prior notice.
4. Software Product
4.1. Details of Software Product Owner, description of Software Product, special terms and conditions of access to Software Product, and the terms and conditions of License Agreement with Software Product Owner are published on the relevant page of Software Product on Marketplace and are binding for Customer. Unless expressly stated otherwise, Nebius is not a Software Product Owner.
4.2. Nebius does not assure the accuracy, truthfulness, and completeness of the Software Product description provided by the Software Product Owner and posted on the Website. Nebius has no control over the Software Product, including its content, quality, accuracy, or suitability for the Customer's needs and expectations and Nebius shall not be held liable for the actions or omissions of the Software Product Owners.
4.3. For the access to Software Product, Customer shall accept the terms and conditions of License Agreement specifying the terms and conditions of the license provided by the Software Product Owner and regulating the use of Software Product by Customer.
4.4. If such License Agreement with Customer or a link thereto is not available in the relevant section of Website, that contains Software Product description and details of Owner, then each Customer receiving Software Product on Marketplace shall automatically obtain a perpetual non-exclusive non-transferable license from the Owner to use Software Product on Platform's infrastructure in any country of the world, unless the Software Product is provided to Customer on a limited trial basis, in which case such license is limited solely to the testing period. Any technical support for Software Product will be provided by the applicable Owner on terms agreed to between the Owner and the Customer. Software Product Owner shall be solely responsible towards the Customer and any other third party for the maintenance and support services and for any Software Product warranty or quality claims, any claim for infringement of third party intellectual property rights, and legal compliance.
4.5. Unless otherwise expressly provided by the Owner, no technical support or maintenance services are provided for the Software Product, which is provided at no charge and includes open source or closed source software. In relation to such Software Product, the Customer is not guaranteed error-free and uninterrupted operation of the Software Product, the operation of its individual components or functions, the compliance of the Software Product with the Customer's expectations, the accuracy, reliability and completeness of the information provided in the Software Product.
4.6. In no event shall Nebius be treated as a party to License Agreement between Customer and a third party as Software Product Owner, except when Nebius is expressly identified as Software Product Owner and is a direct party to the License Agreement.
4.7. Software Product offered by the Owner may contain additional requirements as to privacy policy and terms of use thereof that are not included herein and/or in Agreement. Customer shall read the applicable additional terms of use before using Software Product, and if a Customer does not agree to the applicable terms of the Software Product, such Customer shall not use the applicable Software Product.
4.8. Nebius reserves the right to moderate Software Products posted at the Platform, including, but not limited to, removal of Software Products from Marketplace subject to a prior notice of removal of Software Product to be given where practicable before such Software Product becomes unavailable on the Marketplace.
5. Limitation of Liability
5.1. In no event shall Nebius be liable for Software Products or for the content thereof offered on Marketplace by a third party as Owners. Each Software Product Owner sets the level of service provided to Customers at its sole discretion.
5.2. Nebius does not provide any Customer support whatsoever with respect to any Software Products offered on Marketplace. In case of any question or issue, the Customer should directly contact the applicable Owner.
5.3. Nebius shall be entitled to terminate (temporarily or permanently) Customer's access to the Marketplace (or individual functions thereof) and/or access to a Software Product subject to a prior notice, for security reasons or as a result of a material breach of these Terms, other legal agreements, Nebius regulations/standards, or applicable law by Customer. If access to the Marketplace and/or to a Software Product is terminated, Customer may lose the data/files that are stored on Marketplace/ Software Product, and Nebius shall not be liable for the loss of such data.
5.4. Customer shall be liable for its (including its end-users) use of Software Products in compliance with the terms of use established by the applicable Owners, as well as for any consequences of violation thereof, including any loss or damage suffered by Nebius.
5.5. Nebius shall not be liable for any third-party claims related to Software Products offered by a third party as Owners. Nebius is not responsible for the violation of the rights of third parties resulting from the actions of third parties - Owners, committed using the Platform.
6. Representations and Restrictions
6.1. Unless otherwise expressly allowed by a separate agreement with the Software Product Owner, Customer, including Customer's end users, shall not:
6.1.1. copy, sell, license, distribute, decrypt, modify, adapt, create derivative works based on, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Software Products other than allowed by applicable law, or perform any action involving the source code or the object code of the Software Product with the intention to obtain information about implementation of the algorithms used in the Software Product, or otherwise use or cause to use the Software Product, any component thereof, or other data, without the written consent of the Software Product Owner;
6.1.2. perform any action with the intention to circumvent or violate the security rules of the Platform implemented through any function or technology;
6.1.3. use Software Products to receive, copy, transfer, recode, or retransmit any content in violation of applicable law or third-party rights;
6.1.4. delete, obscure, or alter any copyright notice, trademark, or other proprietary rights notices of Nebius or third parties that are enclosed to, or contained in Software Products;
6.1.5. reproduce, duplicate, copy, sell, exchange and/or resell Software Products from the Marketplace for any purpose.
6.2. If the Customer violates avoid payment of fees or to circumvent usage limits or quotas, Nebius shall have the right to suspend Customer's access to the Platform or to any part thereto. In such case, all rights and access to the Marketplace and Software Products will terminate and all fees owed by Customer to Nebius are immediately due upon Customer's receipt of the final bill or as set forth in the final invoice.
6.3. Compliance. Customer represents and warrants that Customer, including its end-users', use of the Marketplace complies with these Terms and with all laws applicable to its provision, receipt, or use of the Marketplace and the Software Products, as applicable.
6.4. Owner's Access to Customer Data. By purchasing or enabling any such Software Product, Customer agree that Nebius will share Customer Data with the Owner of such Software Product in order for the Owner to provide the Software Product, as described in the Product listing on Website. Customer will be responsible for any notification of its end-users, as required by applicable law, with respect of Owner's access to Customer's data.
6.5. Customer will defend Nebius and anyone on its behalf and indemnify them against any third-party legal proceeding to the extent arising from Customer's violation of these Terms.
7. Modifications
7.1. To the Marketplace. Nebius may make reasonable updates to the Marketplace (including fee changes) from time to time. Nebius is not obliged to notify Customers about such updates.
7.2. To these Terms. Nebius may make changes to these Terms from time to time. Nebius will provide notice of material changes. Unless otherwise noted, changes to this Terms do not result in changes to any Owners' License Agreement.
7.3. Customer's continued use of the Marketplace and/or Software Products after any modification as specified above, will constitute Customer's consent to such changes.
8. Miscellaneous
8.1. Notices. Under these Terms, notices to Customer shall be sent to the email address provided by the Customer, and notices to Nebius must be sent to support@nebius.ai. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address updated.
8.2. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
8.3. No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party unless it expressly states that it does.
Web address: https://nebius.ai/docs/legal/marketplace-terms
Publication date: October 30, 2023