Terms of service

Last Updated: December 4, 2023

turbopuffer Inc. (“turbopuffer”, “us”, “we”, “our”) owns and operates the website located at www.turbopuffer.com (“Website”) and provides vector database hosting services, as described on the Website (together with Website, “Services”). These Terms of Service (“Terms”) apply to all users of the Services, including paying turbopuffer customers (“Customers”) and users accessing alpha or beta features (together with Customer, “User”, “you”, “your”).

By taking an action (eg. click accept) to indicate acceptance or by using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and turbopuffer. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

Please note that the collection, use and disclosure of Personal Information (as the term is defined in the Privacy Policy) will be governed by the turbopuffer Privacy Policy available at ("Privacy Policy"). These Terms may be amended or updated by turbopuffer from time to time at our sole discretion. If we make changes to these Terms, we will notify you by updating the “Last Updated” date at the top of these Terms, providing a notice via the Services, and/or by sending you an email (as appropriate). Following such revisions, turbopuffer may require you to provide consent to the updated Terms before continuing to use the Services. Any revisions to these Terms shall become effective thirty (30) days following the date of the notice and your acceptance of the revised Terms or decision to continue using the Services thereafter (as applicable) shall constitute your acceptance of the revised Terms. If you do not agree to any such revisions, your only recourse is to stop using the Services.

  1. Registration and Access
    1. Account. To use the Services, access may be granted to you by turbopuffer (eg. through an API key) or you may be required by us to register an account (“Account”). Where registration for an Account is required, You agree to (a) provide accurate, current and complete information as may be prompted by any Account registration forms (“Registration Data”); (b) maintain the security of your Account credentials; and (c) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, turbopuffer reserves the right to temporarily disable an Account until resolution has been determined. You are responsible for the use of any information and any API Keys that are use in connection with your Account in connection with the terms set forth herein. You are responsible for keeping any passwords or API Key safe and must contact us promptly if you become aware of any unauthorized access to or loss of such passwords or keys.
    2. Authorized Users. Customers may allow authorized Users, such as its employees, agents, directors, or officers (“Representatives”) of Customer, to access and use the Services (“Authorized Users”) using their Account credentials subject to the restrictions in these Terms. The applicable Account owner shall be responsible for Authorized User’s compliance with the Terms. Any act or omission relating to these Terms by such Authorized User shall be deemed an act or omission of the applicable Account owner.
  2. Intellectual Property and Data Rights.
    1. User License. Subject to your compliance with these Terms, including payment of any applicable Fees, turbopuffer grants you a non-transferable, non-exclusive, limited license to access and use the Services solely for your internal business use.
    2. Reservation of Rights. The Services, including without limitation any software or code embedded therein, are the property of turbopuffer and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Except as expressly stated herein, nothing in these Terms gives you a right to use turbopuffer’s names, trademarks, logos, domain names, and other distinctive brand features without turbopuffer’s prior written consent.
    3. User Content License. By uploading any data, software, text, audio, video, images, or other data (collectively, “User Content”) to the Services, you grant turbopuffer (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, irrevocable, transferable, worldwide license (with the right to sublicense), during the term and for thirty (30) days thereafter, to use, copy, modify, transmit, display, distribute and otherwise exploit such User Content: to the extent necessary to provide the Services and meet our obligations to you
    4. User Content Restrictions. You represent and warrant that you are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with turbopuffer as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content; (iii) the consequences of sharing User Content via the Services to which you do not have rights in or title to; and (iv) ensuring that uploading User Content via the Services does not violate any applicable laws (including but not limited to the Personal Information Protection and Electronic Documents Act (Canada), and applicable Canadian provincial privacy legislation, collectively “Privacy Laws”) or the rights of any third party. Although turbopuffer does not monitor all User Content, we reserve the right to edit, modify or remove any user Content or refuse to host or process any User Content which we reasonably consider to be in breach applicable laws or these Terms or our other policies.
    5. Feedback. If you provide us with any suggestions, comments or other feedback relating to any aspect of the Services ("Feedback"), turbopuffer may use and incorporate such Feedback in the Services or in any other turbopuffer’ products or services (collectively, "turbopuffer Offerings"). Accordingly, you agree that: (i) turbopuffer is not subject to any confidentiality obligations in respect to the Feedback; (ii) you have all of the necessary rights to disclose the Feedback to turbopuffer; (iii) turbopuffer (including all of its successors and assigns and any successors and assigns of any of the turbopuffer Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any turbopuffer Offerings; and (iv) you are not entitled to receive any compensation or re-imbursement of any kind from turbopuffer or any third party in respect of the Feedback.
    6. Publicity. Customer may state publicly that it is a customer of turbopuffer or a user of the Services and may display turbopuffer’s name and logo for such purposes. turbopuffer may refer to its relationship with Customer on its marketing material, website, during discussions with prospective customers and other interested parties and turbopuffer will comply with Customer’s publicly available trademark guidelines.
  3. Restrictions on Use of the Services.
    1. Our Rights. In using the Services, you shall not: (i) copy any information, or materials unless expressly permitted to do so herein; (ii) upload any User Content through the Services that: (I) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of a third party’s rights, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or (in turbopuffer’ sole discretion) is otherwise objectionable (II) you do not have a right to make available under any law (including Privacy Laws) or contractual relationship; (III) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of a third party; (IV) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (V) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Services, any computer software or hardware, telecommunications equipment, or that compromise anyone’s privacy; (VI) contain any falsehoods or misrepresentations or creates an impression that you know is incorrect, misleading, or deceptive, or (VII) could damage or harm minors in any way; (iii) impersonate any person or entity or misrepresent your affiliation with a person or entity; (iv) interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services, probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures; (v) violate any applicable law or regulation (including, without limitation, Privacy Laws); (vi) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (vii) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer the any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (viii) create more than one Account to circumvent the restrictions set out herein; and (ix) access the Services in a manner that utilizes the Services’ resources more heavily than would be the case for an individual person using the Services on a conventional device.
  4. Billing and Fees.
    1. Fees. Fees charged for use of the Service (“Fees”) are currently based on a per-usage model rather than a subscription-based model. The calculation of Fees is set out at https://turpbopuffer.com. All Fees are in USD and are non-refundable. Once your usage exceeds the thresholds for free use specified on the Pricing Page, we will notify you and suspend access to the Service and you will need to provide us with a valid credit card for future Fees before continued access to the Service is permitted. Fees will be due and payable monthly in arrears. You will be responsible for maintaining accurate payment information and notifying us of any changes to your payment information. If your credit card expires, is invalid, or is otherwise not able to be charged for Fees for any reason, you must provide a valid credit card within ten (10) days of a missed Fee payment to continue using the Services without interruption.
    2. Payment Processing. Any payment information we collect to process Fees will be governed by our Privacy Policy. We may collect and process Fees internally or by using a payment processing Third-Party Service. Collection and processing of your payment information by the applicable Third-Party Service will be governed by their terms and Section 5 below.
    3. Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties, and levies (exclusive of any taxes based upon turbopuffer’ net income) shall be assumed by and paid for by you; not turbopuffer.
    4. Suspension of Services. If (i) any Fees are thirty (30) days or more overdue; or (ii) your credit card is invalid and you do not provide a valid payment method within the time period set out in Section 4(a) above, in addition to any of its other rights or remedies, turbopuffer reserves the right to suspend your access to the Services (in whole or in full) until such amounts are paid in full, without liability to you.
  5. Third-Party Services. The Services may integrate with, rely on, or contain links to third-party websites, platforms, and services that are not owned or controlled by turbopuffer (collectively, “Third-Party Services”). In no event shall any use of, integration with, or reference to a Third-Party Service be construed as an approval or endorsement by turbopuffer of that Third-Party Service. turbopuffer is not responsible for the content of any Third-Party Services or any content or products or services available thereon. Third-Party Services is subject to the terms and conditions governing use of the applicable Third-Party Services, and you are solely responsible for determining those terms and conditions and complying with them.
  6. Availability. turbopuffer may alter, suspend, or discontinue use or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. turbopuffer may periodically add or update Services functionality or materials available via the Services without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond turbopuffer’s reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.
  7. Beta Features. From time to time, turbopuffer may make available certain Services features or functionality available to you as a trial (“Beta Features”) on a temporary basis for evaluation purposes only. turbopuffer does not make any commitment to provide Beta Features in any future versions of the Services. turbopuffer may immediately and without notice remove or modify any Beta Features for any reason without liability to you. All Beta Features are provided "AS IS" without warranty of any kind.
  8. Confidential Information.
    1. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
    2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
    3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
    4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
  9. DISCLAIMERS.
    1. GENERAL. THE SERVICES ARE PROVIDED “AS IS” AND TURBOPUFFER DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPRED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. TURBOPUFFER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
    2. THIRD-PARTY SERVICES. TURBOPUFFER DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES OR YOUR USE OR RELIANCE THEREON.
  10. LIMITATION OF LIABILITY. TURBOPUFFER, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING BUT LIMITED TO FUNDAMENTAL BREACH), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND PERSONAL INJURY), OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES AND/OR BETA FEATURES; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE BETA FEATURES, SERVICES AND ANY INFORMATION AVAILABLE THEREON; (III) YOUR USE OF OR RELIANCE ON ANY THIRD-PARTY SERVICES; (IV) THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY; (V) THE COST OF PROCURING SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; AND (VI) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF TURBOPUFFER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TURBOPUFFER’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) FIFTY CANADIAN DOLLARS ($50); OR (II) FEES YOU PAID TO TURBOPUFFER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
  11. Indemnification.
    1. Indemnification by User. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold turbopuffer and its subsidiaries, affiliates, Representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees) awarded against or incurred by Indemnified Parties as a result of any third party claim arising in connection with User Content uploaded by you through the Services and/or any violation by you of these Terms, the rights of turbopuffer or any third party, or any applicable law or regulation. For the purposes of this Section 11(a), you acknowledge that turbopuffer is acting as agent and trustee for Indemnified Parties.
    2. Indemnification Conditions. turbopuffer will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 11(a). turbopuffer reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 11, and you agree to cooperate with any reasonable requests assisting turbopuffer’s defense of such matter. This Section 11 does not require you to indemnify turbopuffer for any unconscionable commercial practice by turbopuffer or for turbopuffer’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.
  12. Termination.
    1. Termination by You. You may terminate these Terms at any time and for any reason by discontinuing use of the Services and notifying us that you wish to terminate your Account or usage and deleting your User Content from the platform. If you notify us that you are closing your Account or wish to discontinue use of the API Key (as applicable), we will take final payment of all amounts due for use of the Service up to the effective date of termination and the terms of Section 12(c) will apply.
    2. Termination by turbopuffer. turbopuffer may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies; (iii) discontinuance or material modification to Services (or any part thereof); (iv) unexpected technical, security or legal issues or problems; or (v) or any reason at our sole discretion. Any termination of your access to the Services by turbopuffer shall be in addition to any other rights and remedies that turbopuffer may have.
    3. Effect of Termination. Your rights to use and access the Services and all licenses granted by turbopuffer to you herein will immediately end upon termination of your access to the Services and may result in deletion of your Account and removal or irrevocable deletion of User Content. Sections 1b, 2b-f, 3, 4, 8-11, 12c, 14 and 15 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination. Your rights to use and access the Services and all licenses granted by turbopuffer to you herein will immediately end upon termination of your access to the Services and may result in deletion of your Account and removal or irrevocable deletion of User Content. Sections 1b, 2b-f, 3, 4, 8-11, 12c, 14 and 15 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination.
  13. Security. Information sent or received over the internet is generally unsecure and turbopuffer cannot and does not make any representation or warranty concerning security of any communication to or from the Services, or any representation or warranty regarding the interception by third parties of information (including User Content) you may submit to us via the Services.
  14. Jurisdiction; Dispute Resolution.
    1. Jurisdiction. Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of the Province of Ontario, Canada without giving effect to any conflict of laws principles. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
    2. Dispute Resolution. You and turbopuffer shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If you and turbopuffer cannot resolve the dispute within ten (10) business days, you and turbopuffer will attempt to settle it in good faith by mediation. To initiate mediation, either turbopuffer or you must give written notice requesting mediation to the other party. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as you and turbopuffer may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event you and turbopuffer are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. You shall bear your own legal costs in connection with mediation and/or arbitration under these Terms.
    3. Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
  15. General. These Terms, together with any documents and guidelines incorporating these Terms by reference, constitute the entire agreement between you and turbopuffer relating to the Services. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of turbopuffer to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by turbopuffer must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without turbopuffer’ prior written consent. turbopuffer may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of turbopuffer’ business, shares or assets.
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