Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Syaala LLC ("Syaala," "we," "us," or "our") governing your access to and use of our Infrastructure-as-a-Service (IaaS) platform, colocation services, and website (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

2. Services Overview

2.1 IaaS Platform

Syaala provides cloud infrastructure services for deploying and managing AI models, including but not limited to GPU compute resources, storage, networking, and associated management tools accessible via platform.syaala.com.

2.2 Colocation Services

Syaala offers colocation services at our Memphis, Tennessee facility, providing rack space, power, cooling, network connectivity, and physical security for customer-owned hardware. Colocation services are subject to additional terms outlined in individual service agreements.

3. Account Registration and Eligibility

3.1 Account Creation

To use our Services, you must create an account by providing accurate, current, and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these requirements.

3.3 Business Use

Our Services are intended for business and commercial use. If you are using the Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

4. Acceptable Use Policy

You agree not to use our Services to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit or store malware, viruses, or other malicious code
• Engage in unauthorized access, hacking, or network disruption
• Mine cryptocurrency without explicit written authorization
• Send spam, phishing attempts, or unsolicited commercial communications
• Host, distribute, or facilitate illegal content including child exploitation material
• Infringe on intellectual property rights of others
• Engage in fraudulent activities or identity theft
• Launch denial-of-service attacks or port scanning
• Attempt to circumvent security measures or resource limitations
• Resell Services without written authorization

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account without refund.

5. Fees and Payment

5.1 Pricing

Fees for our Services are published on our website and are subject to change with 30 days' notice. IaaS platform services operate on a prepaid credit system. Colocation services are billed monthly in advance.

5.2 Payment Terms

All fees are due upon invoice or as specified in your service agreement. We accept credit cards and other payment methods as specified. You authorize us to charge your payment method for all applicable fees.

5.3 Prepaid Credits

IaaS platform services consume prepaid credits. Credits do not expire but are non-refundable except as required by law. You are responsible for monitoring your credit balance.

5.4 Late Payment

Late payments for colocation services may incur a late fee of 1.5% per month or the maximum allowed by law, whichever is less. We reserve the right to suspend Services for non-payment after 7 days' notice.

5.5 Taxes

All fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, and other taxes except those based on our net income.

6. Service Level and Uptime

6.1 Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. Specific uptime commitments may be provided in separate Service Level Agreements (SLAs) for enterprise customers.

6.2 Maintenance

We may perform scheduled maintenance with advance notice when possible. Emergency maintenance may occur without notice to protect service integrity.

6.3 No Warranty

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Data and Content

7.1 Your Data

You retain all ownership rights to data, content, and applications you upload, store, or process using our Services ("Customer Data"). You grant us a limited license to host, store, and process Customer Data solely to provide the Services.

7.2 Data Backup

You are solely responsible for backing up your Customer Data. We are not liable for data loss except as expressly provided in a separate SLA.

7.3 Data Security

We implement industry-standard security measures to protect Customer Data as described in our Privacy Policy. However, you acknowledge that no system is completely secure.

7.4 Prohibited Content

You may not upload, store, or process illegal content, malware, or content that violates third-party rights. We reserve the right to remove such content and suspend your account.

8. Colocation-Specific Terms

8.1 Equipment Ownership

You retain ownership of all hardware placed in our colocation facility. We have no responsibility for hardware failures, obsolescence, or maintenance of customer-owned equipment.

8.2 Access Rights

Physical access to the colocation facility requires advance notice and is subject to our security protocols. Remote hands services are available for an additional fee.

8.3 Power and Cooling

Power usage is metered and billed according to your service agreement. You are responsible for ensuring your equipment does not exceed contracted power limits or generate excessive heat.

8.4 Shipping and Installation

You are responsible for shipping costs and proper packaging of equipment. We will receive, inspect, rack, and cable equipment according to your specifications. Installation fees apply.

8.5 Equipment Removal

Upon termination, you must remove your equipment within 30 days. Equipment not removed may be deemed abandoned and disposed of, with associated costs charged to your account.

9. Intellectual Property

9.1 Syaala IP

All intellectual property rights in the Services, including software, APIs, documentation, trademarks, and trade secrets, are owned by Syaala or our licensors. These Terms do not grant you any ownership rights.

9.2 License to Use Services

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes.

9.3 Feedback

Any feedback, suggestions, or ideas you provide about our Services become our property and may be used without obligation or compensation to you.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• SYAALA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION
• OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM
• FOR PREPAID SERVICES, LIABILITY IS LIMITED TO THE UNUSED PREPAID AMOUNT
• THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

Some jurisdictions do not allow limitation of certain damages, so some limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless Syaala, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any law or third-party rights; or (d) your Customer Data.

12. Term and Termination

12.1 Term

These Terms commence when you first access the Services and continue until terminated by either party.

12.2 Termination by You

You may terminate your IaaS account at any time through the platform. Prepaid credits are non-refundable. Colocation services require 30 days' written notice and may be subject to early termination fees.

12.3 Termination by Syaala

We may suspend or terminate your access immediately for: (a) violation of these Terms; (b) non-payment; (c) illegal activity; (d) creating security or legal risks; or (e) at our discretion with 30 days' notice.

12.4 Effect of Termination

Upon termination, your right to use the Services ceases immediately. You must retrieve your Customer Data within 30 days, after which we may delete it. Provisions that by their nature should survive (including liability limitations, indemnification, and dispute resolution) will continue after termination.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any legal claim, you agree to contact us at support@syaala.com to attempt informal resolution.

13.2 Governing Law

These Terms are governed by the laws of the State of Tennessee, United States, without regard to conflict of law principles.

13.3 Venue

Any legal action arising from these Terms must be brought exclusively in the federal or state courts located in Memphis, Tennessee. You consent to the personal jurisdiction of these courts.

13.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis and not as a class, consolidated, or representative action.

14. General Provisions

14.1 Modifications

We may modify these Terms at any time by posting the updated Terms on our website. Material changes will be notified via email or platform notification. Continued use after changes constitutes acceptance.

14.2 Force Majeure

We are not liable for delays or failures due to causes beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, internet outages, or government actions.

14.3 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.4 Entire Agreement

These Terms, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and Syaala regarding the Services.

14.5 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

14.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or our right to enforce it in the future.

15. Contact Information

If you have questions about these Terms, please contact us: