Your registration for, or use of, the Services shall be deemed to be your agreement to abide by this Agreement including any materials available on the trainML website incorporated by reference herein, including but not limited to trainML’s registration and order process, privacy and security policies.
As used in this Agreement and in any Order Form now or hereafter associated herewith:
“Authorized User(s)” mean you and anyone you authorize to use the Services when you supply user identifications to trainML;
“Customer Data” means any data, information or material provided or submitted by you to the Services in the course of using the Services, including, but not limited to, Personal Data;
“Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including but not limited to, as first and last name, home address, billing address, or other physical address, email address, telephone number and Sensitive Data, if any;
“Sensitive Data” means any information that: (a) requires a high degree of protection by law and where loss or unauthorized disclosure would require notification by Customer to government agencies, individuals or law enforcement, (b) any information that, if made public, could expose individuals to a risk of physical harm, fraud, or identity theft; including, but not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted regarding data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act and the Gramm-Leach-Bliley Act;
“Effective Date” means the date this Agreement is accepted by click the “Submit” button presented on the screen this Agreement is displayed;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Order Form(s)” means the form evidencing the initial purchase of the Services and any subsequent order forms submitted online specifying, among other things, the number of Credits (“Credits”), the frequency of automated Credit purchases, if any, the service offering selected, if any, the amount of additional storage, if any, and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);
“trainML” means trainML, LLC., an Illinois Limited Liability Company, having its principal place of business at 813 Forest Ave, Oak Park, IL 60302;
“Services” mean the online computing and storage infrastructure rental capabilities including all of trainML’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by trainML in providing the Services and any audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services.
2. Services and Restrictions
Subject to the terms and conditions of this Agreement, trainML grants to you a non-exclusive, non-transferable, right to use the Services including any enhanced functionality or additional services and selected on the Order Form (collectively referred to as “Selected Services”) as you may update from time to time by executing a new Order Form. All rights not expressly granted to you are reserved by trainML. You acknowledge that trainML’s provision of the Services is dependent in part on each Authorized User’s compliance with the terms of this Agreement.
You shall not directly or indirectly, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Services in any way; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or any software, documentation or data related to the Services, (iii) modify or make derivative works based upon the Services; (iv) copy or create Internet “links” to the Services or “frame” or “mirror” any of the Services; or (v) access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services.
3. Your Responsibilities
You are responsible for all activity occurring under your User account(s), including but not limited to uploading any of your data onto the Services. You shall: (i) use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws.
Except as permitted under this Agreement or as required by law, Customer will not, and will not permit or encourage anyone else, to: (i) license, sublicense, sell, resell, transfer, assign, distribute, use as a service bureau or timeshare, or otherwise commercially exploit or make the Services available to any third party in any way; (ii) modify, disassemble or make derivative works based upon the Services or otherwise attempt to derive source code or other trade secrets from the Services; (iii) reverse engineer or access the Services in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services; (iv) modify, remove or obstruct any proprietary rights statement or notice contained in the Services; (v) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) send or store (a) infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or which violates third party privacy rights; or (b) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) access the Services if you are a direct competitor of trainML, except if trainML agrees in writing before you access the Services; (ix) use the Services in excess of the number of sessions selected in the applicable Order; or (x) provide false identity information to access or use the Services.
trainML is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom you have given access to the Services, and any person who gains access to your data, even if you did not authorize such use.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services. You shall also be responsible for maintaining the security of the Equipment, your User account, Users passwords and files, and for all uses of your User account or the Equipment with or without your knowledge or consent. trainML reserves the right to refuse registration of, or cancel accounts it deems inappropriate.
You must cooperate with trainML’s reasonable investigation of Services’ outages, security problems, and any suspected breach of the Agreement. You shall: (i) notify trainML immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to trainML immediately and use reasonable efforts to stop immediately any copying or distribution of the Services that is known or suspected by you or your Users; and (iii) not impersonate another trainML user or provide false identity information to gain access to or use the Services.
You shall indemnify and hold trainML, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that trainML (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release trainML of all liability and such settlement does not affect trainML’s business or Services); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
4. Your Account Information and Data
trainML does not own any data, information or material that you submit to the Services in the course of using the Services (“Customer Data”). You, not, trainML, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and trainML shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
Subject to the terms of this Agreement, trainML will provide Customer with reasonable technical support services in accordance with trainML’s standard support offering. Our servers may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt to inform you if such downtime is planned, but we are under no obligation to do so. You agree that we are not liable for the unavailability of our Service.
7. trainML’s Intellectual Property Ownership
trainML alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Services (or any underlying technology or content within the Services) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, the technology used by the Services, or the Intellectual Property Rights owned by trainML. The trainML name, the trainML logo, and the product names associated with the Services are trademarks of trainML or third parties, and no right or license is granted to use them.
All transactions for compute services on the trainML platform take place in Credits. trainML Credits can only be redeemed for USD by Customers with a valid Supplier account. Credits are non-transferrable. trainML may, at its sole discretion, issue Credit coupons to Customer. CREDITS ISSUED AS COUPONS MAY NOT BE USED FOR CRYPTOCURRENCY OR BLOCKCHAIN PURPOSES. Paid coupons may be used for any purpose.
9. Charges and Payment of Fees
When applicable, you shall pay trainML the then applicable fees for the Services as noted on your most recent Order Form. You are responsible for keeping your billing and other account information up to date. You must pay when due the fees for the Services stated in the Order Form or other agreement between us. The initial charges will be equal to the current number of total Selected Services on the Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide trainML with valid credit card as a condition to use the Services. You may add or delete Selected Services by executing an additional online Order Form. Added Selected Services will be subject to the following: (i) added Selected Services will be coterminous with the preexisting Order Form; (ii) the applicable license fee for the added Selected Services will be the then current, generally applicable license fee; and (iii) Selected Services added in the middle of a billing month may be charged for partial use for that billing month. If selected on the Order Form, you agree that trainML will automatically charge your preferred billing method for the “top up amount” if your account “credits” are below your “top up threshold”. trainML reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.
The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under this Agreement and any Order Form. If trainML has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 9, trainML will invoice Customer and Customer will pay that amount unless Customer provides trainML with a valid tax exemption certificate authorized by the appropriate taxing authority.
If any amount owing by Customer under this or any other Agreement with trainML delinquent, trainML may, without limiting its other rights and remedies, accelerate Customer's unpaid fee obligations under such Order Form so that all such obligations become immediately due and payable, and suspend any and all services until such amounts are paid in full. Customer will continue to be charged fees during any period of suspension. If Customer or trainML initiates termination of this Agreement, Customer will be obligated to pay the balance due on Customer’s account. Any use of the Services in violation of the Agreement by Customer that in trainML’s reasonable judgment threatens the security, integrity or availability of trainML’s services or that of its other customers, may result in trainML’s immediately suspending the Services.
10. Term and Termination
This Agreement will commence upon the initial purchase of Credits and will remain in effect until Customer’s Credit balance is exhausted and Customer provides written notice to trainML to terminate the agreement. The Agreement will automatically renew for each new purchase of Credits.
Either party may terminate this Agreement or any Order Form at any time by giving written notice to the other party in the event that the other party is in breach of any of its obligations under this Agreement or any Order Form and fails to remedy such breach within thirty (30) days after written notice from the other party.
Customer may terminate an Order Form for convenience but all payment obligations are non-cancelable and all amounts paid are non-refundable, except in the event of a termination by Customer for breach of the Agreement as set forth above.
Upon expiration or termination of this Agreement for any reason, trainML will promptly terminate the Services. trainML will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control. Sections 1, 7 through 16 will survive any termination or expiration of this Agreement. All other rights and obligations will be of no further force or effect. Termination will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Furthermore, termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.
12. Disclaimer of Warranties
TRAINML AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. TRAINML AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY TRAINML AND ITS LICENSORS.
TRAINML’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TRAINML IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
13. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
14. Export Control
You acknowledge and agree that the trainML’s Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo, or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders By using the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of an embargoed country or designated national. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774. trainML and its licensors make no representation that the Services is appropriate or available for use in other locations. If you use the Services from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Services contrary to United States law is prohibited.
trainML may give notice by means of a general notice on the Services, electronic mail to your e-mail address on record in trainML’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in trainML’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to trainML (such notice shall be deemed given when received by trainML) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to trainML at the following address: trainML, LLC, PO Box 64477, Chicago, IL 60664, addressed to the attention of: Customer Service.
trainML reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the Services after any such changes shall constitute your consent to such changes. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with trainML’s prior written consent. trainML may transfer and assign any of its rights and obligations under this Agreement without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind trainML in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions.