1. General
1.1. These Terms of Use regulate the conditions of use of the Services provided by the Operator and the use of the Website.
1.2. Developer can use the Services only after agreeing with the Terms of Use.
1.3. By accepting these Terms of Use, it forms a legally binding contract between the Developer and the Operator. If separately agreed upon and signed by both parties, the Developer and the Operator may also establish Special Terms, which will take precedence over these Terms of Use in the event of any conflict.
1.4. Operator may amend the Terms of Use unilaterally at any time by publishing the amendments on the Website. Operator will inform the Developer of the amendments in the Terms of Use on the Website or via email before the amendments enter into force. Such notification will be done at least 30 days in advance. If the Developer does not accept the amendments, they are entitled to cease using the Services before the amendments enter into force. If the Developer continues to use the Services after the amendments have entered into force, it is considered that they have accepted the respective amendments to the Terms of Use. Updating any documentation or links referenced in these Terms of Use (except the fees – see section 6.7 below) is not subject to prior notification and may be updated from time to time.
2. Definitions
2.1. Agreement – the agreement entered into by the Operator and the Developer for the use of the Services which terms are provided in these Terms of Use (and Special Terms, if agreed upon separately).
2.2. Operator – limited liability company with legal name “Sidekik OÜ”, with registry code 14509434 and with address Pikk tn 33-5 Tallinn, Harjumaa, 10133, the Republic of Estonia (European Union).
2.3. Service(s) – the SaaS (software as a service) and related services based on the Website, including the Galadriel AI ComputeNetwork.
2.4. Special Terms – agreement between the Operator and the Developer by which the Terms of Use are specified, amended or supplemented, if separately agreed upon.
2.5. Terms of Use – these terms and conditions of use for using the Services and the Website by the Developers.
2.6. Developer – a natural or legal person who is a registered user of the Services relating to their independent economic or professional activities.
2.7.
Website – the website
https://galadriel.com/ and its subdomains with their content.
3. Using the Services
3.1. The main part of the Services is providing access to the Galadriel AI Compute Network, which is a distributed network of GPUs intended to be used by Developer(s) for scaling large language model (LLM) powered apps, as well as other types of artificial intelligence (AI) powered apps.
3.2. To use the Services the Developer must create an account and API key by following the instructions on the Website. The API supported models are described at:
https://docs.galadriel.com/api-reference/models.
3.3. After successfully creating the account the Developer and Operator will enter into the Agreement which is regulated by these Terms of Use.
3.4. By creating a user account on the Website, the Developer warrants that:
3.4.1 all the information and representations provided by them are correct;
3.4.2 they are a natural person with full legal capacity or, if the user account is created by a representative of the Developer, that they have all rights and authorisations for procuring the Service on behalf of the Developer; and
3.4.3 their use of the Services is strictly related to independent economic or professional activities – i.e., the Developer is not a consumer.
The aforementioned representations are presumed to be accurate and the Operator is not obliged to separately verify these.
3.5. The Services may only be used to the extent and purposes for which the Services are created for and for which similar services are usually used for. The Developer is obliged to use the Services in accordance with the Agreement, the tutorials of the Services, and any other instructions, guidelines and policies published by the Operator on the Website or sent to the Developer via email or otherwise.
3.6. The Developer is solely responsible for keeping its login details (including password) and the API key in a safe place and keeping their confidentiality. The Developer may not share them with any unauthorised person. The Developer must promptly notify the Operator of any loss of login details, API keys, unauthorized use of its account, or any other security breaches.
3.7. The Developer may not:
3.7.1 access, or attempt to access, the Services by any means other than through the user interface provided through the Website and the API;
3.7.2 reverse engineer, decompile, disassemble or hack the Website or the Services or be involved in any type of attack against the Website or the Services or otherwise attempt to obstruct, disrupt or interfere with the operation of the Website or the Services, or use bot, spyware, virus, worms, any automated means or similar against the Website or the Services;
3.7.3 use the Website or the Services for any other unlawful, immoral, prohibited, abnormal or unusual activity as may be determined by the Operator in its sole discretion. This includes, among other things, that it is prohibited to collect, use, copy or transfer any information from the Website without the consent of the Operator. This also means that it is forbidden to use the Website or the Services in connection to any content that infringes intellectual property rights or is otherwise unlawful, is pornographic or constitutes or encourages to conduct a criminal offence; and
3.7.4 use the Services in, by, or for the benefit of any sanctioned regions, persons, or entities, nor for any services or products subject to international sanctions. This includes, but is not limited to, sanctions imposed by the United Nations, European Union, United States, or other relevant authorities. The Developer must not engage in any activity that circumvents or avoids applicable sanctions or export controls. The Operator reserves the right to suspend or terminate access to the Website and Services if it determines that this clause has been violated by the Operator.
3.8. The Developer undertakes to carry out any activities and developments at its own expense necessary for integrating the API and for functioning of the API and the Services from its end. This includes, that the Developer shall at its own expense acquire and maintain the competent hardware, software and data connection necessary for the Developer’s access to and use of the Services. The Operator shall not be responsible for the usability and compatibility of the equipment or software used with the Services by the Developer other than expressly approved by the Operator in writing. 3.9. The Operator retains data related to API requests for 30 days. If the Developer requires data related to API requests to be retained for a longer period then the Developer is responsible for retaining such data longer themselves.
3.9. The Operator retains data related to API requests for 30 days. If the Developer requires data related to API requests to be retained for a longer period then the Developer is responsible for retaining such data longer themselves.
4. Client support
4.1. The Developer can communicate with the Operator via the official Discord instance:
https://discord.com/invite/galadriel4.2. The Operator will strive to reply to all requests received via client support within reasonable time, but will not guarantee that the requests are replied to within a certain time or that the requests receive answers satisfactory to the inquirer.
5. Maintenance and disturbances
5.1. The Operator reserves the right to optimize and develop the Services further. In case of significant changes in the Services, the Operator will send the Developer a timely notification. The Developer shall be responsible for any changes necessary for its hardware, software of data connections for the provision of the Services and any costs related thereto.
5.2. If using the Website or the Services is disturbed due to a disturbance or malfunction, the Operator will do anything reasonably possible in order to eliminate the disturbance or malfunction as soon as possible.
5.3. The Operator maintains the right to temporarily restrict the access to the Website and the Service if it is needed for maintenance, development or updates.
6. Fees and payments
6.1. The Developer can choose between the “Free” and “Infinite” Services tiers with different rate limits:
6.1.1 “Free” tier is a free version of the Services. Under the “Free” tier the Developer has access to limited rates of the Services (as described in https://galadriel.com/pricing) and is not able to use the Services once the relevant rate limits have been reached;
6.1.2 “Infinite” tier is a payable version of the Services. Under the “Infinite“ tier the Developer has access to the Services with the pricing options for the Services tiers described at https://galadriel.com/pricing and at rates unlimited to a reasonable amount, as may be determined by the Operator from time to time. Technical limitations, such as limitations arising from the nature of the Services and the Website still apply to the “Infinite” tier.
6.2. The Developer can add credit to their account which determines the amount of payable Services they can use. For the “Infinite” tier, extra charges may apply after exceeding the account credit, as and if made possible by the Operator. In such a case, when the Developer incurs fees after exceeding their credit, the Operator has the right to automatically charge Developer’s credit card for outstanding fees.
6.3. The Operator is not obliged to refund already made payments that have been made by the Developer to add credit to their account.
6.4. It is possible to pay for the Services with credit card (Visa, Mastercard) via the payment service provided by a third-party service provider.
6.5. The Developer is aware that the Operator may use third party service providers to process payments and understands that disclosing their payment information to such third party is necessary in order to provide the Services.
6.6. In the event that any fee payable by the Developer is not paid when due, without limiting any other remedies of the Operator, the Operator has the right to immediately limit access to the Services, and demand interest at the rate of 0,06% per day on the amount due from the date it is due until the date it is paid.
6.7. The Operator maintains the right to change the prices of the Services. The Operator will inform the Developer of the changes in the prices in advance in accordance with section 1.4.
6.8. The prices of the Services on the Website are provided in USD. All fees are exclusive of taxes, which the Operator will charge if applicable.
7. Intellectual property
7.1. The Developer has the right to use the Services and the Website in accordance with the Agreement for the purposes for which the Services and the Website are intended. Developer does not have and will not obtain any intellectual property rights to the Services or to the Website, unless explicitly stated herein.
7.2. The Website, Services and its content, such as texts, images, information, software, trademarks and signs shall remain the property of the Operator or its cooperation partners and are protected by copyright law, international copyright agreements as well as other legislation on intellectual property rights and registrations.
7.3. All intellectual property rights to the Website, Services and content (such as copyright, registered and unregistered trademark and design rights, domain names, patents, database rights and trade secrets) as well as the goodwill generated by their use shall remain the property of the Operator or its cooperation partners. Provided the Developer fully complies with the Agreement, the Operator grants to the Developer a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license for duration of the Agreement to use such intellectual property rights with the express purpose of using the Website and receiving the Services for their intended purpose. The fee for such license is included in the fees the Developer is obligated to pay the Operator (if any).
7.4. The Developer grants to the Operator a right to use the Developer’s trademark, company name and graphical logo on the Website and marketing materials to represent that the Developer is using the Services. Such license is free of charge, worldwide, non-exclusive, non-transferable and non-sublicensable, and is granted for the term of the Agreement.
7.5. When using the Services, the Developer may give to the Operator information, suggestions and feedback regarding the Services and/or Website (“Feedback”). The Developer hereby gives a right to use the Feedback however the Operator chooses, including the unrestricted and irrevocable right to use the Feedback, in the Operator’s sole discretion, for Operator’s technology, products, services and business. For that, the Developer hereby transfers any intellectual property rights which may arise from the Feedback to the Operator without any restrictions of use. If any such rights could not be transferred, the Developer grants to the Operator an exclusive, worldwide, transferable license for the usage of the Feedback with the right to grant sub-licenses and without any restrictions of use to the maximum extent and period permitted by law without receiving any separate remuneration (as the remuneration is considered to be the right to use the Services). If any such rights may not be licensed under applicable law, the Developer hereby waives and agrees not to assert any such rights.
8. Personal data
8.1. The Operator processes personal data as provided for in its Privacy Policy, available at: [enter link].
9. Responsibility for using the Services and legal remedies of the Operator
9.1. The Operator is not obligated to check or monitor the Developer’s activities on the Website or the Developer’s use of the Services. The Developer is solely responsible for its use of the Services and shall comply with all applicable laws and regulations in connection with the Developer’s use of the Services. The Developer is responsible of all activities that occur under its account and any other actions taken in connection with its account and use of the Services.
9.2. If the Developer breaches any obligation in the Agreement, the good practice of the Website, or the law, the Operator shall have the right to, among other possible remedies:
9.2.1 require that the conduct be brought into conformity with the Agreement, good practice or the law;
9.2.2 temporarily restrict the Developer’s access to the Services or the Website or any of its parts, including close the Developer’s account temporarily; and/or
9.2.3 restrict the rights granted to the Developer under the Agreement.
9.3. If the violation by the Developer is repeated or material in some other way, the Operator has the right to, among other possible remedies:
9.3.1 permanently forbid the Developer from using the respective part of the Website or the Services, including to delete the Developer’s account; and/or
9.3.2 immediately terminate the Agreement without prior notice.
9.4. The Operator may re-establish access to the Services if the Operator is presented with convincing evidence of the Developer’s compliance with the Agreement, good practice and legal acts.
9.5. The Developer shall indemnify, defend, and hold harmless the Operator, and its respective officers, directors, employees (collectively "Indemnified Party") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by Indemnified Party or awarded against Indemnified Party in a final judgment, arising out of or related to any breach of the Agreement, third parties rights or applicable law by the Developer.
10. Term and termination
10.1. The Agreement is entered into without term.
10.2. Developer is entitled to unilaterally terminate the Agreement without cause at any moment by informing the Operator in writing via email at legal@galadriel.com 30 days in advance.
10.3. Operator is entitled to terminate the Agreement with the Developer, or other relevant parts of the Services, without cause by informing the Developer by email or via the Website 30 days in advance.
10.4. In addition to section 9.3, the Operator is entitled to terminate the Agreement immediately without prior notice as provided under section 9.3.2.
11. Limitation of liability
11.1. The Operator and its agents make no representations or warranties about suitability, reliability, availability, timeliness, security or accuracy of the Services and the Website. The Services, Website and content are provided on “as is” and “as available” basis. The Operator disclaims all warranties and conditions of any kind, whether expressed, implied or statutory, with regards to the Services and the Website, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. Among other things, the Operator shall not be especially responsible for the damage and other consequences that have arisen due to the following reasons:
11.1.1 the Services or the Website does not function or functions improperly in some web browsers;
11.1.2 the Developer has used the Services or the Website in a way which is not in compliance with the Agreement, good practice or the law;
11.1.3 changes in legal acts and in their interpretations, their impacts on the Developer and implementing those changes in the Services;
11.1.4 force majeure and other faults and disturbances not caused or affected by the Operator which prevent the Developer from using the Website or the Services;
11.1.5 delays, disruptions or failures in the use of the Services or the Website due to maintenance or development works;
11.1.6 disruptions and failures in third party systems that affect the functioning and availability of the Services and the Website;
11.1.7 loss of the Developer's API key or its falling into the possession of unauthorized third party or its use by unauthorized third party.
11.2. To the maximum extent permitted by law, in no event shall the Operator be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, reputation, data or business opportunity. The aggregate liability of the Operator will be limited to the total amounts the Developer has actually paid for the Services in the twelve (12) month period preceding the event giving rise to a claim, or 100 USD, whichever amount is higher.
11.3. The Operator shall not be liable for the management of the Developer’s account, including any offenses committed using the Website or the Services, irrespective if it was committed by a person authorised use the Website or the Service or not.
11.4. The Website may contain references or links to third party websites. The Operator does not control the linked sites in any way, nor does the Operator monitor or check the contents of the linked sites. The Operator is not liable for the contents, correctness, reliability or data security of the linked sites.
11.5. Neither party will be responsible for failure or delay of performance if caused by force majeure. Force Majeure are circumstances which are beyond the control of the party and which, at the time the Agreement was entered into, the party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the party could not reasonably have been expected to overcome. For the sake of clarity, neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, natural disaster, electrical, internet, or telecommunication outage that is not caused by the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
12. Miscellaneous
12.1. Subcontractors. The Operator may assign and/or transfer any of its rights and/or subcontract any of its obligations under the Agreement to any third party. The Developer may not assign or transfer any of the rights or subcontract any of the obligations under the Agreement except with the specific prior permission of the Operator in writing.
12.2. Confidentiality. Each party must keep any information it receives from the other party in connection with the Agreement (“Confidential Information”) as confidential and must not disclose the Confidential Information without the prior written consent of the other party, unless agreed otherwise in written form.
12.3. Governing law. The Agreement is governed by the laws of the Republic of Estonia (without reference to its choice of law rules).
12.4. Complaints. Any complaints must first be registered with the Operator's client support using the email provided above. The Developer should first contact the Operator with a view of obtaining an amicable solution.
12.5. Dispute resolution. Any disputes that have not been settled by a mutual agreement of the parties shall be settled under the laws of the Republic of Estonia (without reference to its choice of law rules) by the courts of the Republic of Estonia with Harju County Court as court of first instance, which have sole jurisdiction unless there is a mandatory statutory provision to the contrary.
12.6. No joint venture or partnership. Nothing in the Agreement shall be deemed or construed as creating a joint venture of partnership between the Operator and the Developer.
12.7. Entire agreement. The Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.
