Contracts
- Crusoe Cloud Platform Terms of Service
- Acceptable Use Policy
- Crusoe Cloud Platform Privacy Notice
- Data Processing and Security Terms
- Digital Millennium Copyright Act
- NVIDIA Third Party Terms
- Service Level Agreements
- Service Specific Terms
- Technical Support Services Guidelines
- Trademark Guidelines
- Crusoe Website Terms of Use
- Crusoe Website Privacy Notice
- Privacy Options
- Crusoe Recruiting Privacy Notice
- Confidential Information and Assignment Agreement
Crusoe Cloud Platform Terms of Service
Effective November 24th 2024
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Crusoe Cloud Platform Terms of Service
Welcome to the Crusoe Cloud Platform! Our platform provides infrastructure for training, inference, generative AI, and scientific workloads, powered by cutting edge GPUs.
These Crusoe Cloud Platform Terms of Service (together, the “Agreement”) outlines the terms regarding your use of our Services and TSS. This Agreement is a legally binding contract between you and Crusoe, so please read carefully. If you do not agree with these terms, do not register or use any of our Services.
This Agreement is in effect when Customer clicks to accept it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement.
Definitions
- “Account” means Customer’s Crusoe Cloud Platform account.
- “Admin Console” means the online console(s) or dashboard provided by Crusoe to Customer for administering the Services.
- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
- “AUP” means the then-current acceptable use policy for the Services stated at Acceptable Use Policy.
- “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
- “Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
- “Crusoe API” means any application programming interface provided by Crusoe as part of the Services.
- “Customer Application” means a software program that Customer creates or hosts using the Services.
- “Customer Data” means data that is uploaded to the Services or TSS by Customer or End Users under the Account, excluding Service Data.
- “Data Processing and Security Terms” means the terms stated at Data Processing and Security Terms.
- “Documentation” means the Crusoe documentation (as may be updated from time to time) in the form generally made available by Crusoe to its customers for use with the Services at https://docs.crusoecloud.com.
- “End Users” means the individuals who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
- “Export Control or Sanctions Laws” means all applicable export, re-export control or economic sanctions laws and regulations, including but not limited to (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
- “Fee Accrual Period” means a calendar month or another period specified by Crusoe.
- “Fees” means the applicable fees for each Service or Software plus any applicable Taxes. The Fees for each Service are stated at https://crusoe.ai/cloud (incorporated into the Agreement by this reference).
- “High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
- “including” means including but not limited to.
- “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
- “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
- “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console.
- “Service Specific Terms” means the then-current terms specific to one or more Services stated at Service Specific Terms.
- “Services” means the then-current services described at https://crusoe.ai/cloud, excluding any Third-Party Offerings.
- “SLA” means each of the then-current service level agreements at Service Level Agreements.
- “Software” means any downloadable tools, software development kits, or other such computer software provided by Crusoe in connection with the Services, and any updates Crusoe may make to such Software from time to time, excluding any Third-Party Offerings.
- “Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.
- “Taxes” means all government-imposed taxes, except for taxes based on Crusoe’s net income, net worth, asset value, property value, or employment.
- “Term” has the meaning stated in Agreement Term of this Agreement.
- “Third-Party Offerings” means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software and (b) offerings identified in the “Third-Party Terms” section of the Service Specific Terms.
- “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- “Trademark Guidelines” means Crusoe’s Trademark Guidelines.
- “TSS” means the then-current technical support service provided by Crusoe to Customer under the TSS Guidelines.
- “TSS Guidelines” means Crusoe’s technical support services guidelines then in effect for the Services at Technical Support Services Guidelines.
- “URL Terms” means, collectively, the AUP, Data Processing and Security Terms, Service Specific Terms, SLAs, and TSS Guidelines.
Provision of the Services
Services Use
During the Term, Crusoe will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.
Admin Console
Customer will have access to the Admin Console, through which Customer may manage its use of the Services. Customer must complete a registration process for an Account that designates a user ID, password, and information necessary for Crusoe’s compliance obligations. Customer shall ensure that all information provided to us via this registration process is accurate, complete and not misleading.
Accounts
Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Customer may only have one active Account and Crusoe has no obligation to provide multiple accounts to Customer.
Modifications
To the Services
Crusoe may make changes, updates or enhancements to the Services from time to time. Crusoe will inform Customer if Crusoe makes a material change to the Services that has a material impact on Customer’s use of the Services provided that Customer has subscribed with Crusoe to be informed about such change.
To the Agreement
Crusoe may make changes to this Agreement (including the URL Terms) and pricing from time to time. Unless otherwise noted by Crusoe, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing and Security Terms, or are required by applicable law, in which case they will be effective immediately. Crusoe will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by (a) sending an email to the Notification Email Address; (b) posting a notice in the Admin Console; or (c) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Termination for Convenience. Customer’s continued use of the Services after such material change will constitute Customer’s consent to such changes. Crusoe will post any modification to this Agreement to https://legal.crusoe.ai/#terms-of-service.
To the Data Processing and Security Terms
Crusoe may only change the Data Processing and Security Terms where such change is required to comply with applicable law, is expressly permitted by the Data Processing and Security Terms, or:
- is commercially reasonable;
- does not result in a material reduction of the security of the Services;
- does not expand the scope of or remove any restrictions on Crusoe’s processing of “Customer Personal Data,” as described in the “Scope of Processing” Section of the Data Processing and Security Terms; and
- does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.
If Crusoe makes a material change to the Data Processing and Security Terms in accordance with Modifications: To the Data Processing and Security Terms, Crusoe will post the change at the webpage containing the Data Processing and Security Terms.
Discontinuation of Services
Crusoe will notify Customer at least 90 days before discontinuing any Service (or associated material functionality) unless Crusoe replaces such discontinued Service or functionality with a materially similar Service or functionality. Further, Crusoe will notify Customer at least 90 days before significantly modifying a Customer-facing Crusoe API in a backwards-incompatible manner. Nothing in Discontinuation of Services limits Crusoe’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden.
Software
Crusoe may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.
Payment Terms
Online Billing
At the end of the applicable Fee Accrual Period or as otherwise stated by Crusoe in the Admin Console, Crusoe will issue an electronic bill to Customer for all charges based on Customer’s use of the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Crusoe will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Crusoe agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Crusoe’s measurement of Customer’s use of the Services is final. Crusoe has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Crusoe.
Taxes
Customer is responsible for any Taxes, and will pay Crusoe for the Services without any reduction for Taxes. If Crusoe is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Crusoe, unless Customer provides Crusoe with a timely and valid tax exemption certificate in respect of those Taxes.
Customer will provide Crusoe with any applicable tax identification information that Crusoe may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Crusoe for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Payment Disputes & Refunds
Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Crusoe, Crusoe will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Crusoe will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds (if any) are at Crusoe’s discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates Crusoe to extend credit to any party.
Delinquent Payments; Suspension
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Crusoe in collecting such delinquent amounts. Further, if Customer’s payment for the Services is overdue, Crusoe may Suspend the Services.
Customer Obligations
Compliance
Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Crusoe of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware. Crusoe reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications or Customer Data.
Privacy
Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Crusoe’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
Restrictions
Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications or Accounts to simulate or act as a single Customer Application or Account (respectively) or to circumvent Service-specific usage limits or quotas; (iv) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (v) for materials or activities that are subject to the International Traffic in Arms Regulations ("ITAR") maintained by the United States Department of State; (vi) in a manner that breaches, or causes the breach of, Export Control or Sanctions Laws; or (vii) to transmit, store, or process health information subject to United States HIPAA regulations.
Documentation
Crusoe may provide Documentation for Customer’s use of the Services.
Copyright
Crusoe provides information to help copyright holders manage their intellectual property online, but Crusoe cannot determine whether something is being used legally without input from the copyright holders. Crusoe will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer’s or its End User’s copyrights and would like to notify Crusoe, Customer can find information about submitting notices, and Crusoe’s policy about responding to notices, at Digital Millennium Copyright Act.
Suspension
AUP Violations
If Crusoe becomes aware that Customer’s or any End User’s use of the Services violates the AUP, Crusoe will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Crusoe’s request, then Crusoe may Suspend all or part of Customer’s use of the Services until the violation is corrected.
Other Suspension
Notwithstanding AUP Violations, Crusoe may immediately Suspend all or part of Customer’s use of the Services if (a) Crusoe reasonably believes Customer’s or any End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Crusoe network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Crusoe reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Restrictions or the Service Specific Terms. Crusoe will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, Crusoe will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Protection of Customer Data; Feedback
Intellectual Property Rights
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and Crusoe owns all Intellectual Property Rights in the Services and Software.
Protection of Customer Data
Crusoe will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other Crusoe products, services, or advertising. Crusoe has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.
Customer Feedback
At its option, Customer may provide feedback or suggestions about the Services to Crusoe (“Feedback”). If Customer provides Feedback, then Crusoe and its Affiliates may use that Feedback without restriction and without obligation to Customer.
Technical Support Services
By Customer
Customer is responsible for technical support of its Customer Applications.
By Crusoe
Subject to payment of any applicable support Fees, Crusoe will provide TSS to Customer during the Term in accordance with the TSS Guidelines.
Confidential Information
Obligations
The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
Required Disclosure
Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
Term and Termination
Agreement Term
The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated as stated in Term and Termination.
Termination for Breach
To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination for Inactivity
Crusoe reserves the right to terminate the provision of the Services associated with a Customer upon 30 days’ advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Services have had no activity and (b) the Customer has not incurred any Fees for such Services.
Termination for Convenience
Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Crusoe may terminate this Agreement for its convenience at any time with 30 days’ prior written notice to Customer.
Termination Due to Applicable Law; Violation of Laws.
Crusoe may terminate this Agreement immediately on written notice if Crusoe reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Crusoe to violate any Anti-Bribery Laws or Export Control or Sanctions Laws.
Effect of Termination
If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Crusoe are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
Publicity
Customer may state publicly that it is a Crusoe customer and display Crusoe Brand Features in accordance with the Trademark Guidelines. Crusoe may use Customer’s name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
Representations and Warranties
Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
Disclaimer
Except as expressly provided for in the Agreement, Crusoe does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.
Limitation of Liability
Limitation on Indirect Liability
To the extent permitted by applicable law and subject to Unlimited Liabilities, neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
Limitation on Amount of Liability
Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability, except Crusoe’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $1,000.
Unlimited Liabilities
Nothing in the Agreement excludes or limits either party’s Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Indemnification; (c) its infringement of the other party’s Intellectual Property Rights; (d) its payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.
Indemnification
Crusoe Indemnification Obligations
Crusoe will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Crusoe Brand Feature, in each case used in accordance with the Agreement, infringes the third party’s Intellectual Property Rights.
Customer Indemnification Obligations
Customer will defend Crusoe and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Application, Customer Data, or Customer Brand Features; or (b) Customer’s or an End User’s use of the Services in breach of the AUP or Restrictions.
Exclusions
Crusoe Indemnification Obligations and Customer Indemnification Obligations will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement, (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, and (c) in the case of Crusoe or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.
Conditions
Crusoe Indemnification Obligations and Customer Indemnification Obligations are conditioned on the following:
- Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Crusoe Indemnification Obligations or Customer Indemnification Obligations (as applicable) will be reduced in proportion to the prejudice.
- Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
Remedies
If Crusoe reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Crusoe may, at its sole option and expense (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative. If Crusoe does not believe the remedies in this Section are commercially reasonable, then Crusoe may Suspend or terminate Customer’s use of the impacted Services.
Sole Rights and Obligations
Without affecting either party’s termination rights, Indemnification states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement is covered by Indemnification.
Miscellaneous
Notices
Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Crusoe must be sent to legal@crusoe.ai. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
Emails
The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Assignment
Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
Change of Control
If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
Force Majeure
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Subcontracting
Crusoe may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
No Agency
This Agreement does not create any agency, partnership, or joint venture between the parties.
No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Severability
If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
No Third-Party Beneficiaries
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
U.S. Governing Law
U.S. City, County, and State Government Entities
If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
U.S. Federal Government Entities
If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF NEW YORK (EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN DENVER, COLORADO.
All Other Entities
If Customer is any entity not identified in U.S. City, County, and State Government Entities or U.S. Federal Government Entities, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DENVER COUNTY, COLORADO, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
Amendments
Except as stated in Modifications: To the Agreement or Modifications: To the Data Processing and Security Terms, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
Survival
The following Sections will survive expiration or termination of this Agreement: Payment Terms, Intellectual Property Rights; Protection of Customer Data; Feedback, Confidential Information, Effect of Termination, Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous.
Entire Agreement
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, Crusoe may provide an updated URL in place of any URL in this Agreement.
Conflicting Terms
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Data Processing and Security Terms, the remainder of the Agreement (excluding the URL Terms), and the URL Terms (excluding the Data Processing and Security Terms).
Headers
Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
Effective August 1st 2023 to November 24th 2024
DownloadTable of Contents
Crusoe Cloud Platform Terms of Service
These Crusoe Cloud Platform Terms of Service (together, the “Agreement”) are entered into by Crusoe Energy Systems, LLC (along with its Affiliates, “Crusoe,” “We,” “Us,” or “Our”) and the entity or person agreeing to these terms (“Customer,” “You,” “Your,” “Yourself”), and govern Customer’s access to and use of the Services.
This Agreement is effective when Customer clicks to accept it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement.
Definitions
- “Account” means Customer’s Crusoe Cloud Platform account.
- “Admin Console” means the online console(s) or dashboard provided by Crusoe to Customer for administering the Services.
- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
- “AUP” means the then-current acceptable use policy for the Services stated at Acceptable Use Policy.
- “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
- “Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
- “Crusoe API” means any application programming interface provided by Crusoe as part of the Services.
- “Customer Application” means a software program that Customer creates or hosts using the Services.
- “Customer Data” means data provided to Crusoe by Customer or End Users through the Services under the Account.
- “Data Processing and Security Terms” means the terms stated at Data Processing and Security Terms.
- “Documentation” means the Crusoe documentation (as may be updated from time to time) in the form generally made available by Crusoe to its customers for use with the Services at https://docs.crusoecloud.com.
- “End Users” means the individuals who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
- “Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
- “Fee Accrual Period” means a calendar month or another period specified by Crusoe.
- “Fees” means the applicable fees for each Service or Software plus any applicable Taxes. The Fees for each Service are stated at https://crusoe.ai/cloud/pricing/index.html (incorporated into the Agreement by this reference).
- “High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
- “including” means including but not limited to.
- “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
- “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
- “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console.
- “Service Specific Terms” means the then-current terms specific to one or more Services stated at Service Specific Terms.
- “Services” means the then-current services described at https://crusoe.ai/cloud/index.html, excluding any Third-Party Offerings.
- “SLA” means each of the then-current service level agreements at Service Level Agreements.
- “Software” means any downloadable tools, software development kits, or other such computer software provided by Crusoe in connection with the Services, and any updates Crusoe may make to such Software from time to time, excluding any Third-Party Offerings.
- “Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.
- “Taxes” means all government-imposed taxes, except for taxes based on Crusoe’s net income, net worth, asset value, property value, or employment.
- “Term” has the meaning stated in Agreement Term of this Agreement.
- “Third-Party Offerings” means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software and (b) offerings identified in the “Third-Party Terms” section of the Service Specific Terms.
- “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- “Trademark Guidelines” means Crusoe’s Trademark Guidelines.
- “TSS” means the then-current technical support service provided by Crusoe to Customer under the TSS Guidelines.
- “TSS Guidelines” means Crusoe’s technical support services guidelines then in effect for the Services at Technical Support Services Guidelines.
- “URL Terms” means, collectively, the AUP, Data Processing and Security Terms, Service Specific Terms, SLAs, and TSS Guidelines.
Provision of the Services
Services Use
During the Term, Crusoe will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.
Admin Console
Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
Accounts
Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Customer may only have one active Account and Crusoe has no obligation to provide multiple accounts to Customer.
Modifications
To the Services
Crusoe may make commercially reasonable updates to the Services from time to time. Crusoe will inform Customer if Crusoe makes a material change to the Services that has a material impact on Customer’s use of the Services provided that Customer has subscribed with Crusoe to be informed about such change.
To the Agreement
Crusoe may make changes to this Agreement (including the URL Terms) and pricing from time to time. Unless otherwise noted by Crusoe, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing and Security Terms, or are required by applicable law, in which case they will be effective immediately. Crusoe will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Termination for Convenience. Customer’s continued use of the Services after such material change will constitute Customer’s consent to such changes. Crusoe will post any modification to this Agreement to https://legal.crusoe.ai/terms-of-service.
To the Data Processing and Security Terms
Crusoe may only change the Data Processing and Security Terms where such change is required to comply with applicable law, is expressly permitted by the Data Processing and Security Terms, or:
- is commercially reasonable;
- does not result in a material reduction of the security of the Services;
- does not expand the scope of or remove any restrictions on Crusoe’s processing of “Customer Personal Data,” as described in the “Scope of Processing” Section of the Data Processing and Security Terms; and
- does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.
If Crusoe makes a material change to the Data Processing and Security Terms in accordance with Modifications: To the Data Processing and Security Terms, Crusoe will post the change at the webpage containing the Data Processing and Security Terms.
Discontinuation of Services
Crusoe will notify Customer at least 90 days before discontinuing any Service (or associated material functionality) unless Crusoe replaces such discontinued Service or functionality with a materially similar Service or functionality. Further, Crusoe will notify Customer at least 90 days before significantly modifying a Customer-facing Crusoe API in a backwards-incompatible manner. Nothing in Discontinuation of Services limits Crusoe’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden.
Software
Crusoe may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.
Payment Terms
Online Billing
At the end of the applicable Fee Accrual Period or as otherwise stated by Crusoe in the Admin Console, Crusoe will issue an electronic bill to Customer for all charges based on Customer’s use of the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Crusoe will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Crusoe agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Crusoe’s measurement of Customer’s use of the Services is final. Crusoe has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Crusoe.
Taxes
Customer is responsible for any Taxes, and will pay Crusoe for the Services without any reduction for Taxes. If Crusoe is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Crusoe, unless Customer provides Crusoe with a timely and valid tax exemption certificate in respect of those Taxes.
Customer will provide Crusoe with any applicable tax identification information that Crusoe may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Crusoe for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Payment Disputes & Refunds
Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Crusoe, Crusoe will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Crusoe will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds (if any) are at Crusoe’s discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates Crusoe to extend credit to any party.
Delinquent Payments; Suspension
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Crusoe in collecting such delinquent amounts. Further, if Customer’s payment for the Services is overdue, Crusoe may Suspend the Services.
Customer Obligations
Compliance
Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Crusoe of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware. Crusoe reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications or Customer Data.
Privacy
Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Crusoe’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
Restrictions
Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications or Accounts to simulate or act as a single Customer Application or Account (respectively) or to circumvent Service-specific usage limits or quotas; (iv) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (v) for materials or activities that are subject to the International Traffic in Arms Regulations ("ITAR") maintained by the United States Department of State; (vi) in a manner that breaches, or causes the breach of, Export Control Laws; or (vii) to transmit, store, or process health information subject to United States HIPAA regulations.
Documentation
Crusoe may provide Documentation for Customer’s use of the Services.
Copyright
Crusoe provides information to help copyright holders manage their intellectual property online, but Crusoe cannot determine whether something is being used legally without input from the copyright holders. Crusoe will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer’s or its End User’s copyrights and would like to notify Crusoe, Customer can find information about submitting notices, and Crusoe’s policy about responding to notices, at Digital Millennium Copyright Act.
Suspension
AUP Violations
If Crusoe becomes aware that Customer’s or any End User’s use of the Services violates the AUP, Crusoe will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Crusoe’s request, then Crusoe may Suspend all or part of Customer’s use of the Services until the violation is corrected.
Other Suspension
Notwithstanding AUP Violations, Crusoe may immediately Suspend all or part of Customer’s use of the Services if (a) Crusoe reasonably believes Customer’s or any End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Crusoe network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Crusoe reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Restrictions or the Service Specific Terms. Crusoe will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, Crusoe will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Protection of Customer Data; Feedback
Intellectual Property Rights
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and Crusoe owns all Intellectual Property Rights in the Services and Software.
Protection of Customer Data
Crusoe will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other Crusoe products, services, or advertising. Crusoe has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.
Customer Feedback
At its option, Customer may provide feedback or suggestions about the Services to Crusoe (“Feedback”). If Customer provides Feedback, then Crusoe and its Affiliates may use that Feedback without restriction and without obligation to Customer.
Technical Support Services
By Customer
Customer is responsible for technical support of its Customer Applications.
By Crusoe
Subject to payment of any applicable support Fees, Crusoe will provide TSS to Customer during the Term in accordance with the TSS Guidelines.
Confidential Information
Obligations
The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
Required Disclosure
Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
Term and Termination
Agreement Term
The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated as stated in Term and Termination.
Termination for Breach
To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination for Inactivity
Crusoe reserves the right to terminate the provision of the Services associated with an Customer upon 30 days’ advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Services have had no activity and (b) the Customer has not incurred any Fees for such Services.
Termination for Convenience
Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Crusoe may terminate this Agreement for its convenience at any time with 30 days’ prior written notice to Customer.
Termination Due to Applicable Law; Violation of Laws.
Crusoe may terminate this Agreement immediately on written notice if Crusoe reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Crusoe to violate any Anti-Bribery Laws or Export Control Laws.
Effect of Termination
If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Crusoe are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
Publicity
Customer may state publicly that it is a Crusoe customer and display Crusoe Brand Features in accordance with the Trademark Guidelines. Crusoe may use Customer’s name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
Representations and Warranties
Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
Disclaimer
Except as expressly provided for in the Agreement, Crusoe does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.
Limitation of Liability
Limitation on Indirect Liability
To the extent permitted by applicable law and subject to Unlimited Liabilities, neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
Limitation on Amount of Liability
Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability, except Crusoe’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $1,000.
Unlimited Liabilities
Nothing in the Agreement excludes or limits either party’s Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Indemnification; (c) its infringement of the other party’s Intellectual Property Rights; (d) its payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.
Indemnification
Crusoe Indemnification Obligations
Crusoe will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Crusoe Brand Feature, in each case used in accordance with the Agreement, infringes the third party’s Intellectual Property Rights.
Customer Indemnification Obligations
Customer will defend Crusoe and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Application, Customer Data, or Customer Brand Features; or (b) Customer’s or an End User’s use of the Services in breach of the AUP or Restrictions.
Exclusions
Crusoe Indemnification Obligations and Customer Indemnification Obligations will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement, (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, and (c) in the case of Crusoe or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.
Conditions
Crusoe Indemnification Obligations and Customer Indemnification Obligations are conditioned on the following:
- Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Crusoe Indemnification Obligations or Customer Indemnification Obligations (as applicable) will be reduced in proportion to the prejudice.
- Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
Remedies
If Crusoe reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Crusoe may, at its sole option and expense (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative. If Crusoe does not believe the remedies in this Section are commercially reasonable, then Crusoe may Suspend or terminate Customer’s use of the impacted Services.
Sole Rights and Obligations
Without affecting either party’s termination rights, Indemnification states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement is covered by Indemnification.
Miscellaneous
Notices
Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Crusoe must be sent to legal@crusoeenergy.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
Emails
The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Assignment
Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
Change of Control
If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
Force Majeure
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Subcontracting
Crusoe may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
No Agency
This Agreement does not create any agency, partnership, or joint venture between the parties.
No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Severability
If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
No Third-Party Beneficiaries
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
U.S. Governing Law
U.S. City, County, and State Government Entities
If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
U.S. Federal Government Entities
If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF NEW YORK (EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN DENVER, COLORADO.
All Other Entities
If Customer is any entity not identified in U.S. City, County, and State Government Entities or U.S. Federal Government Entities, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DENVER COUNTY, COLORADO, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
Amendments
Except as stated in Modifications: To the Agreement or Modifications: To the Data Processing and Security Terms, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
Survival
The following Sections will survive expiration or termination of this Agreement: Payment Terms, Intellectual Property Rights; Protection of Customer Data; Feedback, Confidential Information, Effect of Termination, Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous.
Entire Agreement
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, Crusoe may provide an updated URL in place of any URL in this Agreement.
Conflicting Terms
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Data Processing and Security Terms, the remainder of the Agreement (excluding the URL Terms), and the URL Terms (excluding the Data Processing and Security Terms).
Headers
Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
Effective August 1st 2023 to August 9th 2024
DownloadTable of Contents
Crusoe Cloud Platform Terms of Service
These Crusoe Cloud Platform Terms of Service (together, the “Agreement”) are entered into by Crusoe Energy Systems, LLC (along with its Affiliates, “Crusoe,” “We,” “Us,” or “Our”) and the entity or person agreeing to these terms (“Customer,” “You,” “Your,” “Yourself”), and govern Customer’s access to and use of the Services.
This Agreement is effective when Customer clicks to accept it (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement.
Definitions
- “Account” means Customer’s Crusoe Cloud Platform account.
- “Admin Console” means the online console(s) or dashboard provided by Crusoe to Customer for administering the Services.
- “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
- “Anti-Bribery Laws” means all applicable commercial and public anti-bribery laws, including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, that prohibit corrupt offers of anything of value, either directly or indirectly, to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. Government officials include: any government employees, candidates for public office, members of royal families, and employees of government-owned or government-controlled companies, public international organizations, and political parties.
- “AUP” means the then-current acceptable use policy for the Services stated at Acceptable Use Policy.
- “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- “Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.
- “Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
- “Crusoe API” means any application programming interface provided by Crusoe as part of the Services.
- “Customer Application” means a software program that Customer creates or hosts using the Services.
- “Customer Data” means data provided to Crusoe by Customer or End Users through the Services under the Account.
- “Data Processing and Security Terms” means the terms stated at Data Processing and Security Terms.
- “Documentation” means the Crusoe documentation (as may be updated from time to time) in the form generally made available by Crusoe to its customers for use with the Services at https://docs.crusoecloud.com.
- “End Users” means the individuals who are permitted by Customer to use the Services. For clarity, End Users may include employees of Customer Affiliates and other authorized third parties.
- “Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
- “Fee Accrual Period” means a calendar month or another period specified by Crusoe.
- “Fees” means the applicable fees for each Service or Software plus any applicable Taxes. The Fees for each Service are stated at https://crusoe.ai/cloud/pricing/index.html (incorporated into the Agreement by this reference).
- “High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage (such as the creation or operation of nuclear facilities, air traffic control, life support systems, or weaponry).
- “including” means including but not limited to.
- “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party and (ii) damages and costs finally awarded against the indemnified party by a court of competent jurisdiction.
- “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
- “Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.
- “Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console.
- “Service Specific Terms” means the then-current terms specific to one or more Services stated at Service Specific Terms.
- “Services” means the then-current services described at https://crusoe.ai/cloud/index.html, excluding any Third-Party Offerings.
- “SLA” means each of the then-current service level agreements at Service Level Agreements.
- “Software” means any downloadable tools, software development kits, or other such computer software provided by Crusoe in connection with the Services, and any updates Crusoe may make to such Software from time to time, excluding any Third-Party Offerings.
- “Suspend” or “Suspension” means disabling or limiting access to or use of the Services or components of the Services.
- “Taxes” means all government-imposed taxes, except for taxes based on Crusoe’s net income, net worth, asset value, property value, or employment.
- “Term” has the meaning stated in Agreement Term of this Agreement.
- “Third-Party Offerings” means (a) third-party services, software, products, and other offerings that are not incorporated into the Services or Software and (b) offerings identified in the “Third-Party Terms” section of the Service Specific Terms.
- “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
- “Trademark Guidelines” means Crusoe’s Trademark Guidelines.
- “TSS” means the then-current technical support service provided by Crusoe to Customer under the TSS Guidelines.
- “TSS Guidelines” means Crusoe’s technical support services guidelines then in effect for the Services at Technical Support Services Guidelines.
- “URL Terms” means, collectively, the AUP, Data Processing and Security Terms, Service Specific Terms, SLAs, and TSS Guidelines.
Provision of the Services
Services Use
During the Term, Crusoe will provide the Services in accordance with the Agreement, including the SLAs, and Customer may use the Services, and integrate the Services into any Customer Application that has material value independent of the Services, in accordance with the Agreement.
Admin Console
Customer will have access to the Admin Console, through which Customer may manage its use of the Services.
Accounts
Customer must have an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account, and for any use of its Account. Customer may only have one active Account and Crusoe has no obligation to provide multiple accounts to Customer.
Modifications
To the Services
Crusoe may make commercially reasonable updates to the Services from time to time. Crusoe will inform Customer if Crusoe makes a material change to the Services that has a material impact on Customer’s use of the Services provided that Customer has subscribed with Crusoe to be informed about such change.
To the Agreement
Crusoe may make changes to this Agreement (including the URL Terms) and pricing from time to time. Unless otherwise noted by Crusoe, material changes to the Agreement will become effective 30 days after they are posted, except to the extent the changes apply to new functionality or the Data Processing and Security Terms, or are required by applicable law, in which case they will be effective immediately. Crusoe will provide at least 90 days’ advance notice for materially adverse changes to any SLAs by (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer may stop using the Services. Customer may also terminate this Agreement for convenience under Termination for Convenience. Customer’s continued use of the Services after such material change will constitute Customer’s consent to such changes. Crusoe will post any modification to this Agreement to https://legal.crusoe.ai/terms-of-service.
To the Data Processing and Security Terms
Crusoe may only change the Data Processing and Security Terms where such change is required to comply with applicable law, is expressly permitted by the Data Processing and Security Terms, or:
- is commercially reasonable;
- does not result in a material reduction of the security of the Services;
- does not expand the scope of or remove any restrictions on Crusoe’s processing of “Customer Personal Data,” as described in the “Scope of Processing” Section of the Data Processing and Security Terms; and
- does not otherwise have a material adverse impact on Customer’s rights under the Data Processing and Security Terms.
If Crusoe makes a material change to the Data Processing and Security Terms in accordance with Modifications: To the Data Processing and Security Terms, Crusoe will post the change at the webpage containing the Data Processing and Security Terms.
Discontinuation of Services
Crusoe will notify Customer at least 90 days before discontinuing any Service (or associated material functionality) unless Crusoe replaces such discontinued Service or functionality with a materially similar Service or functionality. Further, Crusoe will notify Customer at least 90 days before significantly modifying a Customer-facing Crusoe API in a backwards-incompatible manner. Nothing in Discontinuation of Services limits Crusoe’s ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden.
Software
Crusoe may make Software available to Customer, including third-party software. Customer’s use of any Software is subject to the applicable provisions in the Service Specific Terms.
Payment Terms
Online Billing
At the end of the applicable Fee Accrual Period or as otherwise stated by Crusoe in the Admin Console, Crusoe will issue an electronic bill to Customer for all charges based on Customer’s use of the Services during the applicable Fee Accrual Period (including, if applicable, the relevant Fees for TSS). Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Crusoe will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Crusoe agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Crusoe’s measurement of Customer’s use of the Services is final. Crusoe has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Crusoe.
Taxes
Customer is responsible for any Taxes, and will pay Crusoe for the Services without any reduction for Taxes. If Crusoe is obligated to collect or pay any Taxes, the Taxes will be invoiced to Customer and Customer will pay such Taxes to Crusoe, unless Customer provides Crusoe with a timely and valid tax exemption certificate in respect of those Taxes.
Customer will provide Crusoe with any applicable tax identification information that Crusoe may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Crusoe for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.
Payment Disputes & Refunds
Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Crusoe, Crusoe will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Crusoe will apply the credit memo amount to a disputed invoice and Customer will be responsible for paying the resulting net balance due on that invoice. Refunds (if any) are at Crusoe’s discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates Crusoe to extend credit to any party.
Delinquent Payments; Suspension
Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Crusoe in collecting such delinquent amounts. Further, if Customer’s payment for the Services is overdue, Crusoe may Suspend the Services.
Customer Obligations
Compliance
Customer will (a) ensure that Customer and its End Users’ use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Crusoe of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware. Crusoe reserves the right to investigate any potential violation of the AUP by Customer, which may include reviewing Customer Applications or Customer Data.
Privacy
Customer is responsible for any consents and notices required to permit (a) Customer’s use and receipt of the Services and (b) Crusoe’s accessing, storing, and processing of data provided by Customer (including Customer Data, if applicable) under the Agreement.
Restrictions
Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications or Accounts to simulate or act as a single Customer Application or Account (respectively) or to circumvent Service-specific usage limits or quotas; (iv) to operate or enable any telecommunications service or in connection with any Customer Application that allows End Users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the Service Specific Terms; (v) for materials or activities that are subject to the International Traffic in Arms Regulations ("ITAR") maintained by the United States Department of State; (vi) in a manner that breaches, or causes the breach of, Export Control Laws; or (vii) to transmit, store, or process health information subject to United States HIPAA regulations.
Documentation
Crusoe may provide Documentation for Customer’s use of the Services.
Copyright
Crusoe provides information to help copyright holders manage their intellectual property online, but Crusoe cannot determine whether something is being used legally without input from the copyright holders. Crusoe will respond to notices of alleged copyright infringement and may terminate repeat infringers in appropriate circumstances as required to maintain safe harbor for online service providers under the U.S. Digital Millennium Copyright Act. If Customer believes a person or entity is infringing Customer’s or its End User’s copyrights and would like to notify Crusoe, Customer can find information about submitting notices, and Crusoe’s policy about responding to notices, at Digital Millennium Copyright Act.
Suspension
AUP Violations
If Crusoe becomes aware that Customer’s or any End User’s use of the Services violates the AUP, Crusoe will notify Customer and request that Customer correct the violation. If Customer fails to correct the violation within 24 hours of Crusoe’s request, then Crusoe may Suspend all or part of Customer’s use of the Services until the violation is corrected.
Other Suspension
Notwithstanding AUP Violations, Crusoe may immediately Suspend all or part of Customer’s use of the Services if (a) Crusoe reasonably believes Customer’s or any End User’s use of the Services could adversely impact the Services, other customers’ or their end users’ use of the Services, or the Crusoe network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Crusoe reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) Customer is in breach of Restrictions or the Service Specific Terms. Crusoe will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At Customer’s request, Crusoe will, unless prohibited by applicable law, notify Customer of the basis for the Suspension as soon as is reasonably possible.
Intellectual Property Rights; Protection of Customer Data; Feedback
Intellectual Property Rights
Except as expressly stated in this Agreement, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Customer Applications, and Crusoe owns all Intellectual Property Rights in the Services and Software.
Protection of Customer Data
Crusoe will only access or use Customer Data to provide the Services and TSS to Customer or as otherwise instructed by Customer and will not use it for any other Crusoe products, services, or advertising. Crusoe has implemented and will maintain administrative, physical, and technical safeguards to protect Customer Data, as further described in the Data Processing and Security Terms.
Customer Feedback
At its option, Customer may provide feedback or suggestions about the Services to Crusoe (“Feedback”). If Customer provides Feedback, then Crusoe and its Affiliates may use that Feedback without restriction and without obligation to Customer.
Technical Support Services
By Customer
Customer is responsible for technical support of its Customer Applications.
By Crusoe
Subject to payment of any applicable support Fees, Crusoe will provide TSS to Customer during the Term in accordance with the TSS Guidelines.
Confidential Information
Obligations
The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.
Required Disclosure
Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.
Term and Termination
Agreement Term
The term of this Agreement (the “Term”) will begin on the Effective Date and continue until the Agreement is terminated as stated in Term and Termination.
Termination for Breach
To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
Termination for Inactivity
Crusoe reserves the right to terminate the provision of the Services associated with an Customer upon 30 days’ advance notice if, for a period of 60 days (a) Customer has not accessed the Admin Console or the Services have had no activity and (b) the Customer has not incurred any Fees for such Services.
Termination for Convenience
Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Crusoe may terminate this Agreement for its convenience at any time with 30 days’ prior written notice to Customer.
Termination Due to Applicable Law; Violation of Laws.
Crusoe may terminate this Agreement immediately on written notice if Crusoe reasonably believes that (a) continued provision of any Service used by Customer would violate applicable law(s) or (b) Customer has violated or caused Crusoe to violate any Anti-Bribery Laws or Export Control Laws.
Effect of Termination
If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by Customer to Crusoe are immediately due upon Customer’s receipt of the final electronic bill or as stated in the final invoice.
Publicity
Customer may state publicly that it is a Crusoe customer and display Crusoe Brand Features in accordance with the Trademark Guidelines. Crusoe may use Customer’s name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.
Representations and Warranties
Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
Disclaimer
Except as expressly provided for in the Agreement, Crusoe does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.
Limitation of Liability
Limitation on Indirect Liability
To the extent permitted by applicable law and subject to Unlimited Liabilities, neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.
Limitation on Amount of Liability
Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid during the 12 month period before the event giving rise to Liability, except Crusoe’s total aggregate Liability for damages arising out of or related to Services or Software provided free of charge is limited to $1,000.
Unlimited Liabilities
Nothing in the Agreement excludes or limits either party’s Liability for: (a) its fraud or fraudulent misrepresentation; (b) its obligations under Indemnification; (c) its infringement of the other party’s Intellectual Property Rights; (d) its payment obligations under the Agreement; or (e) matters for which liability cannot be excluded or limited under applicable law.
Indemnification
Crusoe Indemnification Obligations
Crusoe will defend Customer and its Affiliates using the Services under Customer’s Account and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or any Crusoe Brand Feature, in each case used in accordance with the Agreement, infringes the third party’s Intellectual Property Rights.
Customer Indemnification Obligations
Customer will defend Crusoe and its Affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from (a) any Customer Application, Customer Data, or Customer Brand Features; or (b) Customer’s or an End User’s use of the Services in breach of the AUP or Restrictions.
Exclusions
Crusoe Indemnification Obligations and Customer Indemnification Obligations will not apply to the extent the underlying allegation arises from (a) the indemnified party’s breach of the Agreement, (b) a combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party under the Agreement, unless the combination is required by the Agreement, and (c) in the case of Crusoe or any of its Affiliates as the indemnifying party, any Services provided to Customer free of charge.
Conditions
Crusoe Indemnification Obligations and Customer Indemnification Obligations are conditioned on the following:
- Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of this Section prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Crusoe Indemnification Obligations or Customer Indemnification Obligations (as applicable) will be reduced in proportion to the prejudice.
- Any indemnified party must tender sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
Remedies
If Crusoe reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then Crusoe may, at its sole option and expense (a) procure the right for Customer to continue using the Services; (b) modify the Services to make them non-infringing without materially reducing their functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative. If Crusoe does not believe the remedies in this Section are commercially reasonable, then Crusoe may Suspend or terminate Customer’s use of the impacted Services.
Sole Rights and Obligations
Without affecting either party’s termination rights, Indemnification states the parties’ sole and exclusive remedy under this Agreement for any third-party allegations of Intellectual Property Rights infringement is covered by Indemnification.
Miscellaneous
Notices
Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Crusoe must be sent to legal@crusoeenergy.com. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.
Emails
The parties may use emails to satisfy written approval and consent requirements under the Agreement.
Assignment
Neither party may assign any part of this Agreement without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of this Agreement, and (b) the assigning party has notified the other party of the assignment. Any other attempt to assign is void.
Change of Control
If a party experiences a change of Control other than as part of an internal restructuring or reorganization (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of Control.
Force Majeure
Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Subcontracting
Crusoe may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
No Agency
This Agreement does not create any agency, partnership, or joint venture between the parties.
No Waiver
Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
Severability
If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
No Third-Party Beneficiaries
This Agreement does not confer any benefits on any third party unless it expressly states that it does.
Equitable Relief
Nothing in this Agreement will limit either party’s ability to seek equitable relief.
U.S. Governing Law
U.S. City, County, and State Government Entities
If Customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
U.S. Federal Government Entities
If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF NEW YORK (EXCLUDING NEW YORK’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN DENVER, COLORADO.
All Other Entities
If Customer is any entity not identified in U.S. City, County, and State Government Entities or U.S. Federal Government Entities, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY NEW YORK LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DENVER COUNTY, COLORADO, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
Amendments
Except as stated in Modifications: To the Agreement or Modifications: To the Data Processing and Security Terms, any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
Survival
The following Sections will survive expiration or termination of this Agreement: Payment Terms, Intellectual Property Rights; Protection of Customer Data; Feedback, Confidential Information, Effect of Termination, Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous.
Entire Agreement
This Agreement sets out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement. The URL Terms are incorporated by reference into the Agreement. After the Effective Date, Crusoe may provide an updated URL in place of any URL in this Agreement.
Conflicting Terms
If there is a conflict between the documents that make up this Agreement, the documents will control in the following order (of decreasing precedence): the Data Processing and Security Terms, the remainder of the Agreement (excluding the URL Terms), and the URL Terms (excluding the Data Processing and Security Terms).
Headers
Headings and captions used in the Agreement are for reference purposes only and will not have any effect on the interpretation of the Agreement.
Acceptable Use Policy
Effective August 1st 2023
DownloadTable of Contents
Acceptable Use Policy
Use of the Services is subject to this Acceptable Use Policy. Capitalized terms have the meaning stated in the applicable agreement between Customer and Crusoe. Customer agrees not to, and not to allow third parties to use the Services:
- to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
- to engage in, promote or encourage illegal activity;
- for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
- to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
- to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users; to disable, interfere with or circumvent any aspect of the Services;
- to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements or other solicitations (“spam”); or
- to use the Services, or any interfaces provided with the Services, to access any other Crusoe product or service in a manner that violates the terms of service of such other Crusoe product or service.
Crusoe Cloud Platform Privacy Notice
Effective November 24th 2024
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Crusoe Cloud Platform Privacy Notice
This Crusoe Cloud Platform Privacy Notice ("Privacy Notice") describes how we collect and process your personal information in relation to the Crusoe Cloud Platform.
Information We Collect
Crusoe processes Customer Data and Service Data in order to provide the Crusoe Cloud Platform. This Privacy Notice applies solely to Service Data and does not apply to Customer Data.
Customer Data is defined in our agreement(s) covering the Crusoe Cloud Platform and represents the data that you upload for processing in the Crusoe Cloud Platform or through TSS. For more information about how we process Customer Data, see our Data Processing and Security Terms.
Service Data is the personal information Crusoe collects or generates during the provision and administration of the Crusoe Cloud Platform, excluding any Customer Data. Service Data includes:
- Account information. Customer and its authorized parties provide Crusoe with contact information like name, email, organization name, and billing address to sign up for waitlists for the Services, as well as to create and maintain the Accounts associated with Customer.
- Payments and transactions. We keep reasonable business records of charges, payments, and billing details and issues.
- Settings and configurations. We record your configuration and settings, including resource identifiers and attributes. This includes service and security settings for data and other resources.
- Technical and operational details of your usage of the Crusoe Cloud Platform. We collect information about usage, operational status, software errors and crash reports, authentication credentials, quality and performance metrics, and other technical details necessary for us to operate and maintain the Crusoe Cloud Platform and related software. This information may include device identifiers, identifiers from cookies or tokens, and IP addresses.
- Your direct communications. We keep records of your communications and interactions with us and our partners, for example, when you provide feedback or contact information, ask questions or seek technical support.
Service Data is collected directly from you or your authorized users when you join a waitlist for the Services, submit or create an Account. In addition, we generate or automatically collect Service Data when you interact with the Services. For example, the Services record the IP, user ID, and organization ID of an End User when they create a resource through the Services, such as a virtual machine or disk.
Why We Process Data
Crusoe processes Service Data for the following purposes:
- Provide the Crusoe Cloud Platform you request. Service Data is primarily used to deliver the Crusoe Cloud Platform that you request. This includes a number of processing activities that are necessary to provide the Crusoe Cloud Platform, including processing to bill for services usage, to ensure services are working as intended, to detect and avoid outages or other problems you might experience, and to secure your data and the services you use.
- Make recommendations to optimize use of the Crusoe Cloud Platform. We may process Service Data to provide you with recommendations and tips. These suggestions may include ways to better secure your account or data, options to reduce service charges or improve performance, and information about new or related products and features. We may also evaluate your response to our recommendations.
- Maintain and improve the Crusoe Cloud Platform. We evaluate Service Data to help us improve the performance and functionality of the Crusoe Cloud Platform.
- Provide and improve other services you request. We may use Service Data to deliver and improve other services that you request, including Crusoe or third-party services that are enabled via the Crusoe Cloud Platform, administrative consoles and APIs.
- Assist you. We use Service Data when needed to provide technical support and professional services as requested by you, and to assess whether we have met your needs. We also use Service Data to improve our online support, and to communicate with you. This includes notifications about updates to the Crusoe Cloud Platform, and responding to support requests.
- Protect you, our users, the public, and Crusoe. We use Service Data to improve the safety and reliability of our services. This includes detecting, preventing, and responding to fraud, abuse, security risks, and technical issues that could harm our users, our customers, the public, or Crusoe. These activities are an important part of our commitment to secure our services.
- Comply with legal obligations. We may need to process Service Data to comply with our legal obligations, for example, where we’re responding to legal process or an enforceable governmental request, or to meet our financial record-keeping obligations.
- Other purposes with your consent. We may ask for your consent to process information for other purposes not covered in this Privacy Notice. You have the right to withdraw your consent at any time.
To achieve these purposes, we may use Service Data together with information we collect from other Crusoe products and services, or from your interaction with our web properties (such as https://www.crusoe.ai). We may use algorithms to recognize patterns in Service Data. Manual collection and review of Service Data may also occur, such as when you interact directly with our billing or support teams. We may aggregate and anonymize Service Data to eliminate personal details, and we may use Service Data for internal reporting and analysis of applicable product and business operations.
Where Data Is Stored
Crusoe and Crusoe’s partners maintain data centers around the world, and provide the Crusoe Cloud Platform from these locations. Service Data may be processed on servers located outside of the country where our users and customers are located because Service Data is typically processed by centralized or regionalized operations like billing, support, and security.
Regardless of where Service Data is processed, we apply the same protections described in this Privacy Notice.
When we transfer personal information from the EEA, the UK, or from Switzerland, we rely on data transfer mechanisms such as the Standard Contractual Clauses and the International Data Transfer Agreement.
When we transfer personal information from countries other than the EEA, the UK, or Switzerland, we strive to comply with those countries’ data protection and data transfer laws, such as by cooperating with that country’s data protection authority or providing a written agreement.
How We Secure Service Data
We build the Crusoe Cloud Platform with strong security features to protect information. The insights we gain from providing our services help us detect and automatically block security threats from ever reaching you.
We work hard to protect you and Crusoe from unauthorized access, alteration, disclosure, or destruction of information we hold, including:
- We encrypt Service Data while in transit.
- We regularly review our information collection, storage, and processing practices, including physical security measures, to prevent unauthorized access to our systems.
- We restrict access to personal information to Crusoe employees, contractors, and agents who need that information in order to process it for us. Anyone with this access is subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
How We Share Data
We do not share Service Data with companies, organizations, or individuals outside of Crusoe except in the following cases:
- With your consent. We’ll share Service Data outside of Crusoe when we have your consent. For example, when you use a third-party application that requests access to your information, we’ll seek permission to share information with that third party.
- With your administrators. When you use the Crusoe Cloud Platform, your administrators authorized to manage your or your organization’s account will have access to certain Service Data. For example, they may be able to:
- View account and billing information, activity and statistics;
- Change your account password;
- Suspend or terminate your account access;
- Access your account information in order to satisfy applicable law, regulation, legal process, or enforceable governmental request;
- Restrict your ability to delete or edit your information or your privacy settings
- For external processing. We provide information to our affiliates, partners and other trusted businesses or persons to process it for us, based on our instructions and in compliance with this Privacy Notice and other appropriate confidentiality and security measures.
- For legal reasons. We may share Service Data outside of Crusoe if we have a good-faith belief that access to, or use, preservation, or disclosure of the information is reasonably necessary to:
- Comply with applicable law, regulation, legal process, or enforceable governmental request;
- Enforce applicable agreements, including investigation of potential violations;
- Detect, prevent, or otherwise address fraud, security, or technical issues;
- Protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
If Crusoe is involved in a reorganization, merger, acquisition, or sale of assets, we’ll continue to ensure the confidentiality of your personal information and give affected users notice before personal information becomes subject to a different privacy policy.
Access to Data
You and your organization’s administrator can access the portion of Service Data used to create and maintain your Account directly from the Crusoe Cloud Platform, including your name, email, organization name, billing contact information, and payment and transaction information, as well as product and communication settings and configurations.
If you’re otherwise unable to access your data, you can always request it by contacting support@crusoecloud.com.
Deletion and Retention of Data
We retain Service Data for different periods of time depending on what it is, how we use it, and how you configure your settings.
Service Data is deleted or anonymized once it is no longer needed. For each type of data and operation, we set retention timeframes based on the purpose for its collection, and ensure it is kept for no longer than necessary.
Your organization’s administrator can delete the portion of Service Data used to create and maintain your Account directly from the Crusoe platform. If you have a request to delete this information, please direct it to your organization’s administrator. In the rare case where this is not possible, you can email your request to privacy@crusoeenergy.com.
Crusoe deletes other Service Data once it is no longer needed. For each type of data and operation, we set retention timeframes based on the purpose for its collection, and ensure it is kept for no longer than necessary.
Sometimes we need to retain certain information for an extended period of time for legitimate business or legal purposes. For example, when Crusoe processes a payment for you, or when you make a payment to Crusoe, we’ll retain data about those transactions as required for tax or accounting purposes. Other legitimate business or legal purposes that may require us to retain data include security, fraud and abuse prevention, ensuring continuity of our services, and complying with legal or regulatory requirements.
When we delete data, we follow detailed steps to make sure that the data is securely and completely removed from our active systems or retained only in anonymized form. We take measures to ensure that our services protect information from accidental or malicious deletion through the use of backup systems.
Using Crusoe Accounts and Products
Your Crusoe Account is your connection to the Crusoe Cloud Platform. If you interact with the Crusoe Cloud Platform using a Crusoe Account managed by an organization, then your personal information may be subject to your organization’s privacy policies and processes, and you should direct privacy inquiries to your organization.
EU Privacy Standards and GDPR
If European Union (EU), UK or Swiss data protection law applies to the processing of information about you, you have certain rights, including the rights to access, correct, delete and export your information, as well as to object to or request that we restrict processing of your information.
If you want to exercise your data protection rights with regard to information we process in accordance with this Privacy Notice and are not able to do so via the tools available to you or your organization’s administrator, you can always contact Crusoe at support@crusoecloud.com. And you can contact your local data protection authority if you have concerns regarding your rights under local law.
In addition to the purposes and grounds described in this Privacy Notice, we may process information on the following legal grounds:
- Where necessary for the performance of a contract with you. We may process your information where necessary for us to enter into a contract with you or to comply with our contractual commitments to you.
- When we’re complying with legal obligations. We’ll process your information when we have a legal obligation to do so.
- When we’re pursuing legitimate interests. We may process Service Data based on our legitimate interests and those of third parties while applying appropriate safeguards that protect your privacy. This means that we process your information in the interests of providing the Crusoe Cloud Platform you request; making recommendations to optimize use of the Crusoe Cloud Platform; maintaining and improving the Crusoe Cloud Platform; providing and improving other services you request; assisting you; and protecting against harm to the rights, property or safety of Crusoe, our users, our customers, and the public, as required or permitted by law.
California Requirements
The California Consumer Privacy Act (CCPA) requires specific disclosures for California residents. This Privacy Notice is designed to help you understand how Crusoe handles your information:
- We explain the categories of information Crusoe collects and the sources of that information in Information We Collect.
- We explain how Crusoe uses information in Why We Process Data.
- We explain when Crusoe may share information in How We Share Data. Crusoe does not sell your personal information.
The CCPA also provides the right to request information about how Crusoe collects, uses, and discloses your personal information. And it gives you the right to access your information and request that Crusoe delete that information. Finally, the CCPA provides the right to not be discriminated against for exercising your privacy rights.
We provide your organization's administrator with tools described in this Privacy Notice so you can exercise these rights. If you have questions or requests related to your rights under the CCPA, please direct them to your organization's administrator. In the rare case this is not possible, you can also contact Crusoe at privacy@crusoeenergy.com.
The CCPA requires a description of data practices using specific categories. This table uses these categories to organize the information in this Privacy Notice.
Categories of personal information we collect
Service Data is the personal information Crusoe collects or generates during the provision and administration of the Crusoe Cloud Platform, excluding any Customer Data. Service Data includes:
- Identifiers such as your name, phone number, and address, as well as unique identifiers tied to the browser, application, or device you’re using.
- Demographic information, such as your preferred language.
- Commercial information such as records of charges, payments, and billing details and issues.
- Internet, network, and other activity information such as device identifiers, identifiers from cookies or tokens, IP addresses, and information about usage, operational status, software errors and crash reports, authentication credentials, quality and performance metrics, and other technical details necessary for us to operate and maintain the Crusoe Cloud Platform and related software.
- Geolocation data, such as the country you’re in, as may be determined by GPS or IP address, depending in part on your device and account settings.
- Audio, electronic, visual and similar information, such as audio recordings of your calls with our technical support providers.
- Inferences drawn from the above, like aggregated performance metrics for a new product feature to determine product strategy.
Business purposes for which information may be used or disclosed
Crusoe processes Service Data for the following purposes:
- Protecting against security threats, abuse, and illegal activity. Crusoe uses and may disclose Service Data to detect, prevent and respond to security incidents, and for protecting against other malicious, deceptive, fraudulent, or illegal activity. For example, to protect our services, Crusoe may receive or disclose information about IP addresses that malicious actors have compromised.
- Auditing and measurement. Crusoe uses Service Data for analytics and measurement to understand how our services are used, and to provide you and our customers with recommendations and tips.
- Maintaining our services. Crusoe uses Service Data to provide the Crusoe Cloud Platform, technical support, and other services you request, and ensure they are working as intended, for example by tracking outages or troubleshooting bugs and other issues that you report to us.
- Product development. Crusoe uses Service Data to improve the Crusoe Cloud Platform and other services you request, and to develop new features and technologies that benefit our users and customers.
- Use of service providers. Crusoe shares Service Data with service providers to perform services on our behalf, in compliance with this Privacy Notice and other appropriate confidentiality and security measures. For example, we may rely on service providers to help provide technical support.
- Legal reasons. Crusoe also uses Service Data to satisfy applicable laws or regulations, and discloses information in response to legal process or enforceable government requests, including to law enforcement.
Parties with whom information may be shared
We do not share Service Data with companies, organizations, or individuals outside of Crusoe except in the following cases:
- With your consent. We’ll share Service Data outside of Crusoe when we have your consent. For example, when you use a third-party application that requests access to your information, we’ll seek permission to share information with that third party.
- With your administrators. When you use the Crusoe Cloud Platform, your administrator authorized to manage your or your organization’s account will have access to certain Service Data. For example, they may be able to:
- View account and billing information, activity and statistics
- Change your account password
- Suspend or terminate your account access
- Access your account information in order to satisfy applicable law, regulation, legal process, or enforceable governmental request
- Restrict your ability to delete or edit your information or your privacy settings
- For external processing. We provide information to our affiliates, partners and other trusted businesses or persons to process it for us, based on our instructions and in compliance with this Privacy Notice and other appropriate confidentiality and security measures.
- For legal reasons. We may share Service Data outside of Crusoe if we have a good-faith belief that access, use, preservation, or disclosure of the information is reasonably necessary to:
- Comply with applicable law, regulation, legal process, or enforceable governmental request.
- Enforce applicable agreements, including investigation of potential violations.
- Detect, prevent, or otherwise address fraud, security, or technical issues.
- Protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
Updates to this Privacy Notice
We may update this Privacy Notice from time to time. We will not make any significant changes without notifying you in advance by posting a prominent notice on this page describing the changes or by sending you a direct communication. We encourage you to regularly review this Privacy Notice, and we will always indicate the date the last changes were published.
Effective May 26th 2022 to November 24th 2024
DownloadTable of Contents
Crusoe Cloud Platform Privacy Notice
This Crusoe Cloud Platform Privacy Notice ("Privacy Notice") describes how we collect and process your personal information in relation to the Crusoe Cloud Platform.
Information We Collect
Crusoe processes Customer Data and Service Data in order to provide the Crusoe Cloud Platform. This Privacy Notice applies solely to Service Data and does not apply to Customer Data.
Customer Data is defined in our agreement(s) covering the Crusoe Cloud Platform and represents the data that you provide for processing in the Crusoe Cloud Platform. For more information about how we process Customer Data, see our Data Processing and Security Terms.
Service Data is the personal information Crusoe collects or generates during the provision and administration of the Crusoe Cloud Platform, excluding any Customer Data. Service Data includes:
- Payments and transactions. We keep reasonable business records of charges, payments, and billing details and issues.
- Settings and configurations. We record your configuration and settings, including resource identifiers and attributes. This includes service and security settings for data and other resources.
- Technical and operational details of your usage of the Crusoe Cloud Platform. We collect information about usage, operational status, software errors and crash reports, authentication credentials, quality and performance metrics, and other technical details necessary for us to operate and maintain the Crusoe Cloud Platform and related software. This information may include device identifiers, identifiers from cookies or tokens, and IP addresses.
- Your direct communications. We keep records of your communications and interactions with us and our partners, for example, when you provide feedback or contact information, ask questions or seek technical support.
Why We Process Data
Crusoe processes Service Data for the following purposes:
- Provide the Crusoe Cloud Platform you request. Service Data is primarily used to deliver the Crusoe Cloud Platform that you request. This includes a number of processing activities that are necessary to provide the Crusoe Cloud Platform, including processing to bill for services usage, to ensure services are working as intended, to detect and avoid outages or other problems you might experience, and to secure your data and the services you use.
- Make recommendations to optimize use of the Crusoe Cloud Platform. We may process Service Data to provide you with recommendations and tips. These suggestions may include ways to better secure your account or data, options to reduce service charges or improve performance, and information about new or related products and features. We may also evaluate your response to our recommendations.
- Maintain and improve the Crusoe Cloud Platform. We evaluate Service Data to help us improve the performance and functionality of the Crusoe Cloud Platform.
- Provide and improve other services you request. We may use Service Data to deliver and improve other services that you request, including Crusoe or third-party services that are enabled via the Crusoe Cloud Platform, administrative consoles and APIs.
- Assist you. We use Service Data when needed to provide technical support and professional services as requested by you, and to assess whether we have met your needs. We also use Service Data to improve our online support, and to communicate with you. This includes notifications about updates to the Crusoe Cloud Platform, and responding to support requests.
- Protect you, our users, the public, and Crusoe. We use Service Data to improve the safety and reliability of our services. This includes detecting, preventing, and responding to fraud, abuse, security risks, and technical issues that could harm our users, our customers, the public, or Crusoe. These activities are an important part of our commitment to secure our services.
- Comply with legal obligations. We may need to process Service Data to comply with our legal obligations, for example, where we’re responding to legal process or an enforceable governmental request, or to meet our financial record-keeping obligations.
- Other purposes with your consent. We may ask for your consent to process information for other purposes not covered in this Privacy Notice. You have the right to withdraw your consent at any time.
To achieve these purposes, we may use Service Data together with information we collect from other Crusoe products and services. We may use algorithms to recognize patterns in Service Data. Manual collection and review of Service Data may also occur, such as when you interact directly with our billing or support teams. We may aggregate and anonymize Service Data to eliminate personal details, and we may use Service Data for internal reporting and analysis of applicable product and business operations.
Where Data Is Stored
Crusoe and Crusoe’s partners maintain data centers around the world, and provide the Crusoe Cloud Platform from these locations. Service Data may be processed on servers located outside of the country where our users and customers are located because Service Data is typically processed by centralized or regionalized operations like billing, support, and security.
Regardless of where Service Data is processed, we apply the same protections described in this Privacy Notice.
How We Secure Data
We build the Crusoe Cloud Platform with strong security features to protect information. The insights we gain from providing our services help us detect and automatically block security threats from ever reaching you.
We work hard to protect you and Crusoe from unauthorized access, alteration, disclosure, or destruction of information we hold, including:
- We encrypt Service Data while in transit.
- We regularly review our information collection, storage, and processing practices, including physical security measures, to prevent unauthorized access to our systems.
- We restrict access to personal information to Crusoe employees, contractors, and agents who need that information in order to process it for us. Anyone with this access is subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.
How We Share Data
We do not share Service Data with companies, organizations, or individuals outside of Crusoe except in the following cases:
- With your consent. We’ll share Service Data outside of Crusoe when we have your consent. For example, when you use a third-party application that requests access to your information, we’ll seek permission to share information with that third party.
- With your administrators. When you use the Crusoe Cloud Platform, your administrators authorized to manage your or your organization’s account will have access to certain Service Data. For example, they may be able to:
- View account and billing information, activity and statistics;
- Change your account password;
- Suspend or terminate your account access;
- Access your account information in order to satisfy applicable law, regulation, legal process, or enforceable governmental request;
- Restrict your ability to delete or edit your information or your privacy settings
- For external processing. We provide information to our affiliates, partners and other trusted businesses or persons to process it for us, based on our instructions and in compliance with this Privacy Notice and other appropriate confidentiality and security measures.
- For legal reasons. We may share Service Data outside of Crusoe if we have a good-faith belief that access to, or use, preservation, or disclosure of the information is reasonably necessary to:
- Comply with applicable law, regulation, legal process, or enforceable governmental request;
- Enforce applicable agreements, including investigation of potential violations;
- Detect, prevent, or otherwise address fraud, security, or technical issues;
- Protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
If Crusoe is involved in a reorganization, merger, acquisition, or sale of assets, we’ll continue to ensure the confidentiality of your personal information and give affected users notice before personal information becomes subject to a different privacy policy.
Access to Data
Your organization may allow you to access and export your data in order to back it up or transfer it to a service outside of Crusoe. The Crusoe Cloud Platform may enable you to directly access and download the data you have stored in the services.
You and your organization’s administrator can access several categories of Service Data directly from the Crusoe Cloud Platform, including your billing contact information, payment and transaction information, as well as product and communication settings and configurations.
If you’re otherwise unable to access your data, you can always request it by contacting support@crusoecloud.com.
Deletion and Retention of Data
We retain Service Data for different periods of time depending on what it is, how we use it, and how you configure your settings.
Service Data is deleted or anonymized once it is no longer needed. For each type of data and operation, we set retention timeframes based on the purpose for its collection, and ensure it is kept for no longer than necessary.
Sometimes we need to retain certain information for an extended period of time for legitimate business or legal purposes. For example, when Crusoe processes a payment for you, or when you make a payment to Crusoe, we’ll retain data about those transactions as required for tax or accounting purposes. Other legitimate business or legal purposes that may require us to retain data include security, fraud and abuse prevention, ensuring continuity of our services, and complying with legal or regulatory requirements.
When we delete data, we follow detailed steps to make sure that the data is securely and completely removed from our active systems or retained only in anonymized form. We take measures to ensure that our services protect information from accidental or malicious deletion through the use of backup systems.
Using Crusoe Accounts and Products
Your Crusoe Account is your connection to the Crusoe Cloud Platform. If you interact with the Crusoe Cloud Platform using a Crusoe Account managed by an organization, then your personal information may be subject to your organization’s privacy policies and processes, and you should direct privacy inquiries to your organization.
EU Privacy Standards and GDPR
If European Union (EU), UK or Swiss data protection law applies to the processing of information about you, you have certain rights, including the rights to access, correct, delete and export your information, as well as to object to or request that we restrict processing of your information.
If you want to exercise your data protection rights with regard to information we process in accordance with this Privacy Notice and are not able to do so via the tools available to you or your organization’s administrator, you can always contact Crusoe at support@crusoecloud.com. And you can contact your local data protection authority if you have concerns regarding your rights under local law.
In addition to the purposes and grounds described in this Privacy Notice, we may process information on the following legal grounds:
- Where necessary for the performance of a contract with you. We may process your information where necessary for us to enter into a contract with you or to comply with our contractual commitments to you.
- When we’re complying with legal obligations. We’ll process your information when we have a legal obligation to do so.
- When we’re pursuing legitimate interests. We may process Service Data based on our legitimate interests and those of third parties while applying appropriate safeguards that protect your privacy. This means that we process your information in the interests of providing the Crusoe Cloud Platform you request; making recommendations to optimize use of the Crusoe Cloud Platform; maintaining and improving the Crusoe Cloud Platform; providing and improving other services you request; assisting you; and protecting against harm to the rights, property or safety of Crusoe, our users, our customers, and the public, as required or permitted by law.
California Requirements
The California Consumer Privacy Act (CCPA) requires specific disclosures for California residents. This Privacy Notice is designed to help you understand how Crusoe handles your information:
- We explain the categories of information Crusoe collects and the sources of that information in Information We Collect.
- We explain how Crusoe uses information in Why We Process Data.
- We explain when Crusoe may share information in How We Share Data. Crusoe does not sell your personal information.
The CCPA also provides the right to request information about how Crusoe collects, uses, and discloses your personal information. And it gives you the right to access your information and request that Crusoe delete that information. Finally, the CCPA provides the right to not be discriminated against for exercising your privacy rights.
We provide the information and tools described in this Privacy Notice so you can exercise these rights. When you use them, we’ll validate your request by verifying your identity (for example, by confirming that you’re signed in to your Crusoe Account). If you have questions or requests related to your rights under the CCPA, you can also contact Crusoe at legal@crusoeenergy.com.
The CCPA requires a description of data practices using specific categories. This table uses these categories to organize the information in this Privacy Notice.
Categories of personal information we collect
Service Data is the personal information Crusoe collects or generates during the provision and administration of the Crusoe Cloud Platform, excluding any Customer Data. Service Data includes:
- Identifiers such as your name, phone number, and address, as well as unique identifiers tied to the browser, application, or device you’re using.
- Demographic information, such as your preferred language.
- Commercial information such as records of charges, payments, and billing details and issues.
- Internet, network, and other activity information such as device identifiers, identifiers from cookies or tokens, IP addresses, and information about usage, operational status, software errors and crash reports, authentication credentials, quality and performance metrics, and other technical details necessary for us to operate and maintain the Crusoe Cloud Platform and related software.
- Geolocation data, such as the country you’re in, as may be determined by GPS or IP address, depending in part on your device and account settings.
- Audio, electronic, visual and similar information, such as audio recordings of your calls with our technical support providers.
- Inferences drawn from the above, like aggregated performance metrics for a new product feature to determine product strategy.
Business purposes for which information may be used or disclosed
Crusoe processes Service Data for the following purposes:
- Protecting against security threats, abuse, and illegal activity. Crusoe uses and may disclose Service Data to detect, prevent and respond to security incidents, and for protecting against other malicious, deceptive, fraudulent, or illegal activity. For example, to protect our services, Crusoe may receive or disclose information about IP addresses that malicious actors have compromised.
- Auditing and measurement. Crusoe uses Service Data for analytics and measurement to understand how our services are used, and to provide you and our customers with recommendations and tips.
- Maintaining our services. Crusoe uses Service Data to provide the Crusoe Cloud Platform, technical support, and other services you request, and ensure they are working as intended, for example by tracking outages or troubleshooting bugs and other issues that you report to us.
- Product development. Crusoe uses Service Data to improve the Crusoe Cloud Platform and other services you request, and to develop new features and technologies that benefit our users and customers.
- Use of service providers. Crusoe shares Service Data with service providers to perform services on our behalf, in compliance with this Privacy Notice and other appropriate confidentiality and security measures. For example, we may rely on service providers to help provide technical support.
- Legal reasons. Crusoe also uses Service Data to satisfy applicable laws or regulations, and discloses information in response to legal process or enforceable government requests, including to law enforcement.
Parties with whom information may be shared
We do not share Service Data with companies, organizations, or individuals outside of Crusoe except in the following cases:
- With your consent. We’ll share Service Data outside of Crusoe when we have your consent. For example, when you use a third-party application that requests access to your information, we’ll seek permission to share information with that third party.
- With your administrators. When you use the Crusoe Cloud Platform, your administrator authorized to manage your or your organization’s account will have access to certain Service Data. For example, they may be able to:
- View account and billing information, activity and statistics
- Change your account password
- Suspend or terminate your account access
- Access your account information in order to satisfy applicable law, regulation, legal process, or enforceable governmental request
- Restrict your ability to delete or edit your information or your privacy settings
- For external processing. We provide information to our affiliates, partners and other trusted businesses or persons to process it for us, based on our instructions and in compliance with this Privacy Notice and other appropriate confidentiality and security measures.
- For legal reasons. We may share Service Data outside of Crusoe if we have a good-faith belief that access, use, preservation, or disclosure of the information is reasonably necessary to:
- Comply with applicable law, regulation, legal process, or enforceable governmental request.
- Enforce applicable agreements, including investigation of potential violations.
- Detect, prevent, or otherwise address fraud, security, or technical issues.
- Protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
Updates to this Privacy Notice
We may update this Privacy Notice from time to time. We will not make any significant changes without notifying you in advance by posting a prominent notice on this page describing the changes or by sending you a direct communication. We encourage you to regularly review this Privacy Notice, and we will always indicate the date the last changes were published.
Data Processing and Security Terms
Effective November 24th 2024
DownloadTable of Contents
Data Processing and Security Terms
These Data Processing and Security Terms, including their appendices (the “Terms”) are incorporated into the agreement under which Crusoe has agreed to provide the Crusoe Cloud Platform (as described at Services) and related technical support to Customer (the “Agreement”). These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).
Definitions
Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
- “Adequate Country” means:
- for data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
- for data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
- for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.
- “Alternative Transfer Solution” means a solution, other than SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
- “Customer Data” has the meaning given in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.
- “Customer End Users” has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to “End Users” in the Agreement.
- “Customer Personal Data” means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.
- “Customer SCCs” means the SCCs (EU Controller-to-Processor), the SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.
- “Data Incident” means a breach of Crusoe’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Crusoe.
- “EEA” means the European Economic Area.
- “EMEA” means Europe, the Middle East and Africa.
- “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- “European Data Protection Law” means, as applicable: (a) the GDPR; (b) the EU e-Privacy Directive (2002/58/EC); (c) any national data protection laws made under or pursuant to (a) or (b); (d) the UK GDPR; and/or (e) the Swiss FDPA.
- “European Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
- “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- “Instructions” has the meaning given in Customer’s Instructions.
- “Non-European Data Protection Law” means data protection or privacy laws in force outside the EEA, the UK and Switzerland, including but not limited to the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), the Utah Consumer Privacy Act (UCPA), and the Virginia Consumer Data Protection Act (VCDPA).
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console or Order Form to receive certain notifications from Crusoe. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.
- “Security Documentation” means all documents and information made available by Crusoe at https://docs.crusoecloud.com/.
- “Security Measures” has the meaning given in Crusoe’s Security Measures.
- “Subprocessor” means a third party authorized as another processor under these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.
- “Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or the Swiss FDPA.
- “Swiss FDPA” means the Federal Data Protection Act of 19 June 1992 (Switzerland).
- “Term” means the period from the Terms Effective Date until the end of Crusoe’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Crusoe may continue providing the Services for transitional purposes.
- “Terms Effective Date” means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
- “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
Duration
Regardless of whether the Agreement has terminated or expired, these Terms are in effect when Customer Data is processed by Crusoe.
Scope of Data Protection Law
Application of European Law
The parties acknowledge that European Data Protection Law may apply to the processing of Customer Personal Data if, for example:
- the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
- the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.
Application of Non-European Law
The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.
Application of Terms
Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.
Processing of Data
Roles and Regulatory Compliance; Authorization
Processor and Controller Responsibilities
If European Data Protection Law applies to the processing of Customer Personal Data:
- Crusoe is a processor of that Customer Personal Data under European Data Protection Law;
- Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
- each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.
Processor Customers
If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:
- Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer’s appointment of Crusoe as another processor, and (iii) Crusoe’s engagement of Subprocessors as described in Subprocessors;
- Customer will immediately forward to the relevant controller any notice provided by Crusoe under Instruction Notifications or Incident Notification); and
- Customer may make available to the relevant controller any other information made available by Crusoe under Information about Subprocessors.
Responsibilities under Non-European Law
If Non-European Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.
Scope of Processing
Customer’s Instructions
Customer may instruct Crusoe to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure, and monitor the Services and TSS; (b) as further specified via Customer’s use of the Services (including the Admin Console and other functionality of the Services) and TSS; (c) as documented in the form of the Agreement (including these Terms); and (d) as further documented in any other written instructions given by Customer and acknowledged by Crusoe as constituting instructions for purposes of these Terms (collectively, the “Instructions”).
Crusoe’s Compliance with Instructions
Crusoe will comply with the Instructions unless prohibited by European Law.
Instruction Notifications
Crusoe will promptly notify Customer if, in Crusoe’s opinion: (a) European Law prohibits Crusoe from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) Crusoe is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law. This Section does not reduce either party’s rights and obligations elsewhere in the Agreement.
Data Deletion
Deletion by Customer during the Term
Crusoe will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. Crusoe will comply with a Customer Instruction to to delete Customer Data from Crusoe’s systems as soon as reasonably practicable, unless European Law requires storage.
Return or Deletion at the end of the Term
If Customer wishes to retain any Customer Data after the end of the Term, it may export such data in accordance with Access; Rectification; Restricted Processing; Portability during the Term. All Customer Data (including existing copies) remaining at the end of the Term will be deleted from Crusoe’s systems unless European Law requires storage.
Data Security
Crusoe’s Security Measures, Controls and Assistance
Crusoe’s Security Measures
Crusoe will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). Crusoe may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.
Access and Compliance
Crusoe will: (a) authorize its employees, contractors and Subprocessors to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
Crusoe’s Security Assistance
Crusoe will (taking into account the nature of the processing of Customer Personal Data and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 32 to 34 of the GDPR, by:
- implementing and maintaining the Security Measures;
- complying with the terms of Data Incidents;
- providing Customer with the Security Documentation and the information contained in the Agreement (including these Terms); and
- if subsections (a)-(c) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Data Incidents
Incident Notification
After becoming aware of a Data Incident, Crusoe will promptly notify Customer and take reasonable steps to minimize harm and secure Customer Data.
Details of Data Incident
Crusoe’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Crusoe has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Crusoe recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Crusoe’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.
Delivery of Notification
Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.
No Assessment of Customer Data by Crusoe
Crusoe has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
No Acknowledgement of Fault by Crusoe
Crusoe’s notification of or response to a Data Incident under Data Incidents will not be construed as an acknowledgement by Crusoe of any fault or liability with respect to the Data Incident.
Customer’s Security Responsibilities and Assessment
Customer’s Security Responsibilities
Without prejudice to Crusoe’s obligations under Crusoe’s Security Measures, Controls and Assistance and Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Crusoe’s or Crusoe’s Subprocessors’ systems, including:
- using the Services to ensure a level of security appropriate to the risk to the Customer Data;
- securing the account authentication credentials, systems and devices Customer uses to access the Services; and
- backing up its Customer Data as appropriate.
In addition, Customer is responsible for implementing and maintaining privacy protections and security measures for aspects of the Services that it controls (such as taking measures to protect Customer Data within resources provisioned by Customer using the Services, such as a virtual machine or storage).
Customer’s Security Assessment
Customer agrees that the Services, Security Measures implemented and maintained by Crusoe, and Crusoe’s commitments under Data Security provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).
Impact Assessments and Consultations
Crusoe will (taking into account the nature of the processing and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 35 and 36 of the GDPR, by:
- providing the Security Documentation;
- providing the information contained in the Agreement (including these Terms); and
- if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Access etc.; Data Subject Requests
Access; Rectification; Restricted Processing; Portability
During the Term, Crusoe will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Crusoe as described in Deletion by Customer, and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.
Data Subject Requests
During the Term, if Crusoe receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Crusoe will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject’s request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
Data Transfers
Data Storage and Processing Facilities
Subject to Crusoe’s data location commitments under the Service Specific Terms and to the remainder of Data Transfers, Customer Data may be processed in any country in which Crusoe or its Subprocessors maintain facilities.
Permitted Transfers
The parties acknowledge that European Data Protection Law does not require an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country (“Permitted Transfers”).
Restricted Transfers
If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers (“Restricted Transfers”), then:
- if Crusoe announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then Crusoe will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
- if Crusoe has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
- if Crusoe’s address is in an Adequate Country:
- the SCCs (EU Processor-to-Processor, Crusoe Exporter) will apply with respect to all Restricted Transfers from Crusoe to Subprocessors; and in addition,
- if Customer’s billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer; or
- if Crusoe’s address is not in an Adequate Country:
- the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the EU GDPR and/or the Swiss FDPA; and
- the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the UK GDPR.
- if Crusoe’s address is in an Adequate Country:
Subprocessors
Consent to Subprocessor Engagement
Customer specifically authorizes the engagement as Subprocessors of those entities listed as of the Terms Effective Date at the URL specified in Information about Subprocessors. In addition, Customer generally authorizes the engagement as Subprocessors of any other third parties (“New Subprocessors”).
Information about Subprocessors
Information about Subprocessors, including their functions and locations, is available at Crusoe Cloud Subprocessors (as may be updated by Crusoe from time to time in accordance with these Terms).
Requirements for Subprocessor Engagement
When engaging any Subprocessor, Crusoe will ensure that: (a) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms); and (b) if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor.
Audits
Customer acknowledges that the Services are regularly audited against the standards outlined at Crusoe's Trust Center (the “Trust Center”), and may obtain summary reports of such audits as detailed therein. Customer chooses to conduct any audit it has the right to request on its own behalf, and on behalf of its controller if applicable, by instructing Crusoe to carry out the audits described in the Trust Center.
Support; Processing Records
Support
Crusoe will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at support@crusoecloud.com (and/or via such other means as Crusoe may provide from time to time).
Crusoe’s Processing Records
Crusoe will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Crusoe to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console to supply such information and keep it accurate and up-to-date. Crusoe may make any such information available to the Supervisory Authorities if required by the GDPR.
Controller Requests
During the Term, if Crusoe receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Crusoe will advise the third party to contact Customer.
Appendix 1: Subject Matter and Details of the Data Processing
Subject Matter
Duration of the Processing
The Term plus the period from the end of the Term until deletion of all Customer Data by Crusoe in accordance with the Terms.
Nature and Purpose of the Processing
Crusoe will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.
Categories of Data
Data relating to individuals provided to Crusoe via the Services, by (or at the direction of) Customer or by Customer End Users.
Data Subjects
Data subjects include the individuals about whom data is provided to Crusoe via the Services by (or at the direction of) Customer or by Customer End Users.
Appendix 2: Security Measures
As from the Terms Effective Date, Crusoe will implement and maintain the Security Measures described herein.
Data Centers
Infrastructure
Crusoe maintains geographically distributed data centers. Crusoe stores all production data in physically secure data centers.
Redundancy
Infrastructure systems have been designed to minimize single points of failure and the impact of anticipated environmental risks. Reasonable technical measures have been taken, where possible, to provide this redundancy. The Services are designed to allow Crusoe to perform certain types of preventative and corrective maintenance without interruption. When customer interruption is expected as part of a planned maintenance event, Crusoe will provide notice to customers ahead of the event. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
Power
The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with sufficient capacity to power a data center, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If primary power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
Networks and Transmission
Data Transmission
Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Crusoe transfers data via Internet standard protocols.
External Attack Surface
Crusoe employs multiple layers of network devices and intrusion detection to protect its external attack surface. Crusoe considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
Intrusion Detection
Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Crusoe’s intrusion detection involves controlling the size and make-up of Crusoe’s attack surface through preventative measures.
Incident Response
Crusoe monitors a variety of communication channels for security incidents, and Crusoe’s security personnel will react promptly to known incidents.
Encryption Technologies
Crusoe makes HTTPS encryption (also referred to as SSL or TLS connection) available. Crusoe servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
Site and Access Controls
Crusoe maintains formal access procedures for allowing physical access to the data centers. Only authorized employees, contractors and visitors are allowed entry to the data centers. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving.
Customer’s administrators and Customer End Users must authenticate themselves via a central authentication system in order to use the Services.
Crusoe’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to Crusoe’s systems. Crusoe designs its systems to only allow authorized persons to access data they are authorized to access. Crusoe employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Crusoe’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Crusoe with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Crusoe requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Crusoe’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.
Data
Crusoe stores data in a multi-tenant environment on Crusoe-owned servers. Subject to any Instructions to the contrary (e.g., in the form of a data location selection), Crusoe replicates Customer Data between multiple data centers. Crusoe also logically isolates Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.
Personnel
Crusoe personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Crusoe conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Crusoe’s confidentiality and privacy policies.
Subprocessors
Before onboarding Subprocessors, Crusoe ensures Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Crusoe has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
Effective August 1st 2023 to November 24th 2024
DownloadSummary of changes
Added Heading
Table of Contents
Data Processing and Security Terms
These Data Processing and Security Terms, including their appendices (the “Terms”) are incorporated into the agreement under which Crusoe has agreed to provide the Crusoe Cloud Platform (as described at Services) and related technical support to Customer (the “Agreement”). These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).
Definitions
Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
- “Adequate Country” means:
- for data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
- for data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
- for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.
- “Alternative Transfer Solution” means a solution, other than SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
- “Customer Data” has the meaning given in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.
- “Customer End Users” has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to “End Users” in the Agreement.
- “Customer Personal Data” means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.
- “Customer SCCs” means the SCCs (EU Controller-to-Processor), the SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.
- “Data Incident” means a breach of Crusoe’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Crusoe.
- “EEA” means the European Economic Area.
- “EMEA” means Europe, the Middle East and Africa.
- “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- “European Data Protection Law” means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
- “European Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
- “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- “Instructions” has the meaning given in Customer’s Instructions.
- “Non-European Data Protection Law” means data protection or privacy laws in force outside the EEA, the UK and Switzerland.
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console or Order Form to receive certain notifications from Crusoe. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.
- “Security Documentation” means all documents and information made available by Crusoe at https://docs.crusoecloud.com/.
- “Security Measures” has the meaning given in Crusoe’s Security Measures.
- “Subprocessor” means a third party authorized as another processor under these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.
- “Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or the Swiss FDPA.
- “Swiss FDPA” means the Federal Data Protection Act of 19 June 1992 (Switzerland).
- “Term” means the period from the Terms Effective Date until the end of Crusoe’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Crusoe may continue providing the Services for transitional purposes.
- “Terms Effective Date” means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
- “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
Duration
Regardless of whether the Agreement has terminated or expired, these Terms will remain in effect until, and automatically expire when, Crusoe deletes all Customer Data as described in these Terms.
Scope of Data Protection Law
Application of European Law
The parties acknowledge that European Data Protection Law may apply to the processing of Customer Personal Data if, for example:
- the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
- the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.
Application of Non-European Law
The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.
Application of Terms
Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.
Processing of Data
Roles and Regulatory Compliance; Authorization
Processor and Controller Responsibilities
If European Data Protection Law applies to the processing of Customer Personal Data:
- Crusoe is a processor of that Customer Personal Data under European Data Protection Law;
- Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
- each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.
Processor Customers
If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:
- Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer’s appointment of Crusoe as another processor, and (iii) Crusoe’s engagement of Subprocessors as described in Subprocessors;
- Customer will immediately forward to the relevant controller any notice provided by Crusoe under Instruction Notifications or Incident Notification); and
- Customer may make available to the relevant controller any other information made available by Crusoe under Information about Subprocessors.
Responsibilities under Non-European Law
If Non-European Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.
Scope of Processing
Customer’s Instructions
Customer may instruct Crusoe to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure, and monitor the Services and TSS; (b) as further specified via Customer’s use of the Services (including the Admin Console and other functionality of the Services) and TSS; (c) as documented in the form of the Agreement (including these Terms); and (d) as further documented in any other written instructions given by Customer and acknowledged by Crusoe as constituting instructions for purposes of these Terms (collectively, the “Instructions”).
Crusoe’s Compliance with Instructions
Crusoe will comply with the Instructions unless prohibited by European Law.
Instruction Notifications
Crusoe will promptly notify Customer if, in Crusoe’s opinion: (a) European Law prohibits Crusoe from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) Crusoe is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law. This Section does not reduce either party’s rights and obligations elsewhere in the Agreement.
Data Deletion
Deletion by Customer during the Term
Crusoe will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. Crusoe will comply with a Customer Instruction to to delete Customer Data from Crusoe’s systems as soon as reasonably practicable, unless European Law requires storage.
Return or Deletion at the end of the Term
If Customer wishes to retain any Customer Data after the end of the Term, it may export such data in accordance with Access; Rectification; Restricted Processing; Portability during the Term. All Customer Data (including existing copies) remaining at the end of the Term will be deleted from Crusoe’s systems unless European Law requires storage.
Data Security
Crusoe’s Security Measures, Controls and Assistance
Crusoe’s Security Measures
Crusoe will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). Crusoe may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.
Access and Compliance
Crusoe will: (a) authorize its employees, contractors and Subprocessors to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
Crusoe’s Security Assistance
Crusoe will (taking into account the nature of the processing of Customer Personal Data and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 32 to 34 of the GDPR, by:
- implementing and maintaining the Security Measures;
- complying with the terms of Data Incidents;
- providing Customer with the Security Documentation and the information contained in the Agreement (including these Terms); and
- if subsections (a)-(c) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Data Incidents
Incident Notification
After becoming aware of a Data Incident, Crusoe will promptly notify Customer and take reasonable steps to minimize harm and secure Customer Data.
Details of Data Incident
Crusoe’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Crusoe has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Crusoe recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Crusoe’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.
Delivery of Notification
Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.
No Assessment of Customer Data by Crusoe
Crusoe has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
No Acknowledgement of Fault by Crusoe
Crusoe’s notification of or response to a Data Incident under Data Incidents will not be construed as an acknowledgement by Crusoe of any fault or liability with respect to the Data Incident.
Customer’s Security Responsibilities and Assessment
Customer’s Security Responsibilities
Without prejudice to Crusoe’s obligations under Crusoe’s Security Measures, Controls and Assistance and Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Crusoe’s or Crusoe’s Subprocessors’ systems, including:
- using the Services to ensure a level of security appropriate to the risk to the Customer Data;
- securing the account authentication credentials, systems and devices Customer uses to access the Services; and
- backing up its Customer Data as appropriate.
Customer’s Security Assessment
Customer agrees that the Services, Security Measures implemented and maintained by Crusoe, and Crusoe’s commitments under Data Security provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).
Impact Assessments and Consultations
Crusoe will (taking into account the nature of the processing and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 35 and 36 of the GDPR, by:
- providing the Security Documentation;
- providing the information contained in the Agreement (including these Terms); and
- if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Access etc.; Data Subject Requests
Access; Rectification; Restricted Processing; Portability
During the Term, Crusoe will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Crusoe as described in Deletion by Customer, and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.
Data Subject Requests
During the Term, if Crusoe receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Crusoe will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject’s request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
Data Transfers
Data Storage and Processing Facilities
Subject to Crusoe’s data location commitments under the Service Specific Terms and to the remainder of Data Transfers, Customer Data may be processed in any country in which Crusoe or its Subprocessors maintain facilities.
Permitted Transfers
The parties acknowledge that European Data Protection Law does not require an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country (“Permitted Transfers”).
Restricted Transfers
If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers (as certified by Customer under Certification by Non-EMEA Customers if its billing address is outside EMEA) (“Restricted Transfers”), then:
- if Crusoe announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then Crusoe will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
- if Crusoe has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
- if Crusoe’s address is in an Adequate Country:
- the SCCs (EU Processor-to-Processor, Crusoe Exporter) will apply with respect to all Restricted Transfers from Crusoe to Subprocessors; and in addition,
- if Customer’s billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer; or
- if Crusoe’s address is not in an Adequate Country:
- the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the EU GDPR and/or the Swiss FDPA; and
- the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the UK GDPR.
- if Crusoe’s address is in an Adequate Country:
Certification by Non-EMEA Customers
If Customer’s billing address is outside EMEA, and the processing of Customer Personal Data is subject to European Data Protection Law, Customer will certify as such, and identify its competent Supervisory Authority, via the Admin Console.
Subprocessors
Consent to Subprocessor Engagement
Customer specifically authorizes the engagement as Subprocessors of those entities listed as of the Terms Effective Date at the URL specified in Information about Subprocessors. In addition, Customer generally authorizes the engagement as Subprocessors of any other third parties (“New Subprocessors”).
Information about Subprocessors
Information about Subprocessors, including their functions and locations, is available at Crusoe Cloud Subprocessors (as may be updated by Crusoe from time to time in accordance with these Terms).
Requirements for Subprocessor Engagement
When engaging any Subprocessor, Crusoe will ensure that: (a) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms); and (b) if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor.
Support; Processing Records
Support
Crusoe will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at support@crusoecloud.com (and/or via such other means as Crusoe may provide from time to time).
Crusoe’s Processing Records
Crusoe will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Crusoe to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console to supply such information and keep it accurate and up-to-date. Crusoe may make any such information available to the Supervisory Authorities if required by the GDPR.
Controller Requests
During the Term, if Crusoe receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Crusoe will advise the third party to contact Customer.
Appendix 1: Subject Matter and Details of the Data Processing
Subject Matter
Duration of the Processing
The Term plus the period from the end of the Term until deletion of all Customer Data by Crusoe in accordance with the Terms.
Nature and Purpose of the Processing
Crusoe will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.
Categories of Data
Data relating to individuals provided to Crusoe via the Services, by (or at the direction of) Customer or by Customer End Users.
Data Subjects
Data subjects include the individuals about whom data is provided to Crusoe via the Services by (or at the direction of) Customer or by Customer End Users.
Appendix 2: Security Measures
As from the Terms Effective Date, Crusoe will implement and maintain the Security Measures described herein.
Data Centers
Infrastructure
Crusoe maintains geographically distributed data centers. Crusoe stores all production data in physically secure data centers.
Redundancy
Infrastructure systems have been designed to minimize single points of failure and the impact of anticipated environmental risks. Reasonable technical measures have been taken, where possible, to provide this redundancy. The Services are designed to allow Crusoe to perform certain types of preventative and corrective maintenance without interruption. When customer interruption is expected as part of a planned maintenance event, Crusoe will provide notice to customers ahead of the event. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
Power
The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with sufficient capacity to power a data center, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If primary power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
Networks and Transmission
Data Transmission
Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Crusoe transfers data via Internet standard protocols.
External Attack Surface
Crusoe employs multiple layers of network devices and intrusion detection to protect its external attack surface. Crusoe considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
Intrusion Detection
Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Crusoe’s intrusion detection involves controlling the size and make-up of Crusoe’s attack surface through preventative measures.
Incident Response
Crusoe monitors a variety of communication channels for security incidents, and Crusoe’s security personnel will react promptly to known incidents.
Encryption Technologies
Crusoe makes HTTPS encryption (also referred to as SSL or TLS connection) available. Crusoe servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
Site and Access Controls
Crusoe maintains formal access procedures for allowing physical access to the data centers. Only authorized employees, contractors and visitors are allowed entry to the data centers. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving.
Customer’s administrators and Customer End Users must authenticate themselves via a central authentication system in order to use the Services.
Crusoe’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to Crusoe’s systems. Crusoe designs its systems to only allow authorized persons to access data they are authorized to access. Crusoe employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Crusoe’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Crusoe with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Crusoe requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Crusoe’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.
Data
Crusoe stores data in a multi-tenant environment on Crusoe-owned servers. Subject to any Instructions to the contrary (e.g., in the form of a data location selection), Crusoe replicates Customer Data between multiple data centers. Crusoe also logically isolates Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.
Personnel
Crusoe personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Crusoe conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Crusoe’s confidentiality and privacy policies.
Subprocessors
Before onboarding Subprocessors, Crusoe ensures Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Crusoe has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
Effective August 5th 2024 to August 5th 2024
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These Data Processing and Security Terms, including their appendices (the “Terms”) are incorporated into the agreement under which Crusoe has agreed to provide the Crusoe Cloud Platform (as described at Services) and related technical support to Customer (the “Agreement”). These Terms will be effective and replace any previously applicable data processing and security terms from the Terms Effective Date (as defined below).
Definitions
Capitalized terms defined in the Agreement apply to these Terms. In addition, in these Terms:
- “Adequate Country” means:
- for data processed subject to the EU GDPR: the EEA, or a country or territory that is the subject of an adequacy decision by the Commission under Article 45(1) of the EU GDPR;
- for data processed subject to the UK GDPR: the UK or a country or territory that is the subject of the adequacy regulations under Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018; and/or
- for data processed subject to the Swiss FDPA: Switzerland, or a country or territory that (i) is included in the list of the states whose legislation ensures an adequate level of protection as published by the Swiss Federal Data Protection and Information Commissioner, or (ii) is the subject of an adequacy decision by the Swiss Federal Council under the Swiss FDPA.
- “Alternative Transfer Solution” means a solution, other than SCCs, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law.
- “Customer Data” has the meaning given in the Agreement or, if no such meaning is given, means data provided by or on behalf of Customer or Customer End Users via the Services under the Account.
- “Customer End Users” has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to “End Users” in the Agreement.
- “Customer Personal Data” means the personal data contained within the Customer Data, including any special categories of personal data defined under European Data Protection Law.
- “Customer SCCs” means the SCCs (EU Controller-to-Processor), the SCCs (EU Processor-to-Processor), the SCCs (EU Processor-to-Controller), and/or the SCCs (UK Controller-to-Processor), as applicable.
- “Data Incident” means a breach of Crusoe’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Crusoe.
- “EEA” means the European Economic Area.
- “EMEA” means Europe, the Middle East and Africa.
- “EU GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
- “European Data Protection Law” means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
- “European Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
- “GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
- “Instructions” has the meaning given in Customer’s Instructions.
- “Non-European Data Protection Law” means data protection or privacy laws in force outside the EEA, the UK and Switzerland.
- “Notification Email Address” means the email address(es) designated by Customer in the Admin Console or Order Form to receive certain notifications from Crusoe. Customer is responsible for using the Admin Console to ensure that its Notification Email Address remains current and valid.
- “Security Documentation” means all documents and information made available by Crusoe at https://docs.crusoecloud.com/.
- “Security Measures” has the meaning given in Crusoe’s Security Measures.
- “Subprocessor” means a third party authorized as another processor under these Terms to have logical access to and process Customer Data in order to provide parts of the Services and TSS.
- “Supervisory Authority” means, as applicable: (a) a “supervisory authority” as defined in the EU GDPR; and/or (b) the “Commissioner” as defined in the UK GDPR and/or the Swiss FDPA.
- “Swiss FDPA” means the Federal Data Protection Act of 19 June 1992 (Switzerland).
- “Term” means the period from the Terms Effective Date until the end of Crusoe’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Crusoe may continue providing the Services for transitional purposes.
- “Terms Effective Date” means the date on which Customer accepted, or the parties otherwise agreed to, these Terms.
- “UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
The terms “personal data”, “data subject”, “processing”, “controller” and “processor” as used in these Terms have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.
Duration
Regardless of whether the Agreement has terminated or expired, these Terms will remain in effect until, and automatically expire when, Crusoe deletes all Customer Data as described in these Terms.
Scope of Data Protection Law
Application of European Law
The parties acknowledge that European Data Protection Law may apply to the processing of Customer Personal Data if, for example:
- the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
- the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.
Application of Non-European Law
The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.
Application of Terms
Except to the extent these Terms state otherwise, these Terms will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.
Processing of Data
Roles and Regulatory Compliance; Authorization
Processor and Controller Responsibilities
If European Data Protection Law applies to the processing of Customer Personal Data:
- Crusoe is a processor of that Customer Personal Data under European Data Protection Law;
- Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and
- each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.
Processor Customers
If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor:
- Customer warrants on an ongoing basis that the relevant controller has authorized: (i) the Instructions, (ii) Customer’s appointment of Crusoe as another processor, and (iii) Crusoe’s engagement of Subprocessors as described in Subprocessors;
- Customer will immediately forward to the relevant controller any notice provided by Crusoe under Instruction Notifications or Incident Notification); and
- Customer may make available to the relevant controller any other information made available by Crusoe under Information about Subprocessors.
Responsibilities under Non-European Law
If Non-European Data Protection Law applies to either party’s processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.
Scope of Processing
Customer’s Instructions
Customer may instruct Crusoe to process Customer Personal Data only in accordance with applicable law: (a) to provide, secure, and monitor the Services and TSS; (b) as further specified via Customer’s use of the Services (including the Admin Console and other functionality of the Services) and TSS; (c) as documented in the form of the Agreement (including these Terms); and (d) as further documented in any other written instructions given by Customer and acknowledged by Crusoe as constituting instructions for purposes of these Terms (collectively, the “Instructions”).
Crusoe’s Compliance with Instructions
Crusoe will comply with the Instructions unless prohibited by European Law.
Instruction Notifications
Crusoe will promptly notify Customer if, in Crusoe’s opinion: (a) European Law prohibits Crusoe from complying with an Instruction; (b) an Instruction does not comply with European Data Protection Law; or (c) Crusoe is otherwise unable to comply with an Instruction, in each case unless such notice is prohibited by European Law. This Section does not reduce either party’s rights and obligations elsewhere in the Agreement.
Data Deletion
Deletion by Customer during the Term
Crusoe will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Services. Crusoe will comply with a Customer Instruction to to delete Customer Data from Crusoe’s systems as soon as reasonably practicable, unless European Law requires storage.
Return or Deletion at the end of the Term
If Customer wishes to retain any Customer Data after the end of the Term, it may export such data in accordance with Access; Rectification; Restricted Processing; Portability during the Term. All Customer Data (including existing copies) remaining at the end of the Term will be deleted from Crusoe’s systems unless European Law requires storage.
Data Security
Crusoe’s Security Measures, Controls and Assistance
Crusoe’s Security Measures
Crusoe will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the “Security Measures”). Crusoe may update the Security Measures from time to time provided that such updates do not result in a material reduction of the security of the Services.
Access and Compliance
Crusoe will: (a) authorize its employees, contractors and Subprocessors to access Customer Personal Data only as strictly necessary to comply with Instructions; (b) take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and Subprocessors to the extent applicable to their scope of performance; and (c) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.
Crusoe’s Security Assistance
Crusoe will (taking into account the nature of the processing of Customer Personal Data and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 32 to 34 of the GDPR, by:
- implementing and maintaining the Security Measures;
- complying with the terms of Data Incidents;
- providing Customer with the Security Documentation and the information contained in the Agreement (including these Terms); and
- if subsections (a)-(c) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Data Incidents
Incident Notification
After becoming aware of a Data Incident, Crusoe will promptly notify Customer and take reasonable steps to minimize harm and secure Customer Data.
Details of Data Incident
Crusoe’s notification of a Data Incident will describe: the nature of the Data Incident including the Customer resources impacted; the measures Crusoe has taken, or plans to take, to address the Data Incident and mitigate its potential risk; the measures, if any, Crusoe recommends that Customer take to address the Data Incident; and details of a contact point where more information can be obtained. If it is not possible to provide all such information at the same time, Crusoe’s initial notification will contain the information then available and further information will be provided without undue delay as it becomes available.
Delivery of Notification
Notification(s) of any Data Incident(s) will be delivered to the Notification Email Address.
No Assessment of Customer Data by Crusoe
Crusoe has no obligation to assess Customer Data in order to identify information subject to any specific legal requirements.
No Acknowledgement of Fault by Crusoe
Crusoe’s notification of or response to a Data Incident under Data Incidents will not be construed as an acknowledgement by Crusoe of any fault or liability with respect to the Data Incident.
Customer’s Security Responsibilities and Assessment
Customer’s Security Responsibilities
Without prejudice to Crusoe’s obligations under Crusoe’s Security Measures, Controls and Assistance and Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Services and its storage of any copies of Customer Data outside Crusoe’s or Crusoe’s Subprocessors’ systems, including:
- using the Services to ensure a level of security appropriate to the risk to the Customer Data;
- securing the account authentication credentials, systems and devices Customer uses to access the Services; and
- backing up its Customer Data as appropriate.
Customer’s Security Assessment
Customer agrees that the Services, Security Measures implemented and maintained by Crusoe, and Crusoe’s commitments under Data Security provide a level of security appropriate to the risk to Customer Data (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals).
Impact Assessments and Consultations
Crusoe will (taking into account the nature of the processing and the information available to Crusoe) assist Customer in ensuring compliance with its (or, where Customer is a processor, the relevant controller’s) obligations under Articles 35 and 36 of the GDPR, by:
- providing the Security Documentation;
- providing the information contained in the Agreement (including these Terms); and
- if subsections (a) and (b) above are insufficient for Customer (or the relevant controller) to comply with such obligations, upon Customer’s request, providing Customer with additional reasonable cooperation and assistance.
Access etc.; Data Subject Requests
Access; Rectification; Restricted Processing; Portability
During the Term, Crusoe will enable Customer, in a manner consistent with the functionality of the Services, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Crusoe as described in Deletion by Customer, and to export Customer Data. If Customer becomes aware that any Customer Personal Data is inaccurate or outdated, Customer will be responsible for using such functionality to rectify or delete that data if required by applicable European Data Protection Law.
Data Subject Requests
During the Term, if Crusoe receives a request from a data subject that relates to Customer Personal Data and identifies Customer, Crusoe will: (a) advise the data subject to submit their request to Customer; (b) promptly notify Customer; and (c) not otherwise respond to that data subject’s request without authorization from Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Services.
Data Transfers
Data Storage and Processing Facilities
Subject to Crusoe’s data location commitments under the Service Specific Terms and to the remainder of Data Transfers, Customer Data may be processed in any country in which Crusoe or its Subprocessors maintain facilities.
Permitted Transfers
The parties acknowledge that European Data Protection Law does not require an Alternative Transfer Solution in order for Customer Personal Data to be processed in or transferred to an Adequate Country (“Permitted Transfers”).
Restricted Transfers
If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers (as certified by Customer under Certification by Non-EMEA Customers if its billing address is outside EMEA) (“Restricted Transfers”), then:
- if Crusoe announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then Crusoe will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
- if Crusoe has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
- if Crusoe’s address is in an Adequate Country:
- the SCCs (EU Processor-to-Processor, Crusoe Exporter) will apply with respect to all Restricted Transfers from Crusoe to Subprocessors; and in addition,
- if Customer’s billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer; or
- if Crusoe’s address is not in an Adequate Country:
- the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor-to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the EU GDPR and/or the Swiss FDPA; and
- the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Crusoe and Customer that are subject to the UK GDPR.
- if Crusoe’s address is in an Adequate Country:
Certification by Non-EMEA Customers
If Customer’s billing address is outside EMEA, and the processing of Customer Personal Data is subject to European Data Protection Law, Customer will certify as such, and identify its competent Supervisory Authority, via the Admin Console.
Subprocessors
Consent to Subprocessor Engagement
Customer specifically authorizes the engagement as Subprocessors of those entities listed as of the Terms Effective Date at the URL specified in Information about Subprocessors. In addition, Customer generally authorizes the engagement as Subprocessors of any other third parties (“New Subprocessors”).
Information about Subprocessors
Information about Subprocessors, including their functions and locations, is available at Crusoe Cloud Subprocessors (as may be updated by Crusoe from time to time in accordance with these Terms).
Requirements for Subprocessor Engagement
When engaging any Subprocessor, Crusoe will ensure that: (a) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including these Terms); and (b) if the processing of Customer Personal Data is subject to European Data Protection Law, the data protection obligations described in these Terms (as referred to in Article 28(3) of the GDPR, if applicable), are imposed on the Subprocessor.
Support; Processing Records
Support
Crusoe will provide prompt and reasonable assistance with any Customer queries related to processing of Customer Personal Data under the Agreement and can be contacted at support@crusoecloud.com (and/or via such other means as Crusoe may provide from time to time).
Crusoe’s Processing Records
Crusoe will keep appropriate documentation of its processing activities as required by the GDPR. To the extent the GDPR requires Crusoe to collect and maintain records of certain information relating to Customer, Customer will use the Admin Console to supply such information and keep it accurate and up-to-date. Crusoe may make any such information available to the Supervisory Authorities if required by the GDPR.
Controller Requests
During the Term, if Crusoe receives a request or instruction from a third party purporting to be a controller of Customer Personal Data, Crusoe will advise the third party to contact Customer.
Appendix 1: Subject Matter and Details of the Data Processing
Subject Matter
Duration of the Processing
The Term plus the period from the end of the Term until deletion of all Customer Data by Crusoe in accordance with the Terms.
Nature and Purpose of the Processing
Crusoe will process Customer Personal Data for the purposes of providing the Services and TSS to Customer in accordance with the Terms.
Categories of Data
Data relating to individuals provided to Crusoe via the Services, by (or at the direction of) Customer or by Customer End Users.
Data Subjects
Data subjects include the individuals about whom data is provided to Crusoe via the Services by (or at the direction of) Customer or by Customer End Users.
Appendix 2: Security Measures
As from the Terms Effective Date, Crusoe will implement and maintain the Security Measures described herein.
Data Centers
Infrastructure
Crusoe maintains geographically distributed data centers. Crusoe stores all production data in physically secure data centers.
Redundancy
Infrastructure systems have been designed to minimize single points of failure and the impact of anticipated environmental risks. Reasonable technical measures have been taken, where possible, to provide this redundancy. The Services are designed to allow Crusoe to perform certain types of preventative and corrective maintenance without interruption. When customer interruption is expected as part of a planned maintenance event, Crusoe will provide notice to customers ahead of the event. All environmental equipment and facilities have documented preventative maintenance procedures that detail the process for and frequency of performance in accordance with the manufacturer’s or internal specifications. Preventative and corrective maintenance of the data center equipment is scheduled through a standard change process according to documented procedures.
Power
The data center electrical power systems are designed to be redundant and maintainable without impact to continuous operations, 24 hours a day, 7 days a week. In most cases, a primary as well as an alternate power source, each with sufficient capacity to power a data center, is provided for critical infrastructure components in the data center. Backup power is provided by various mechanisms such as uninterruptible power supplies (UPS) batteries, which supply consistently reliable power protection during utility brownouts, blackouts, over voltage, under voltage, and out-of-tolerance frequency conditions. If primary power is interrupted, backup power is designed to provide transitory power to the data center, at full capacity, until the backup generator systems take over. The backup generators are capable of automatically starting up within seconds to provide enough emergency electrical power to run the data center at full capacity typically for a period of days.
Networks and Transmission
Data Transmission
Data centers are typically connected via high-speed private links to provide secure and fast data transfer between data centers. This is designed to prevent data from being read, copied, altered or removed without authorization during electronic transfer or transport or while being recorded onto data storage media. Crusoe transfers data via Internet standard protocols.
External Attack Surface
Crusoe employs multiple layers of network devices and intrusion detection to protect its external attack surface. Crusoe considers potential attack vectors and incorporates appropriate purpose built technologies into external facing systems.
Intrusion Detection
Intrusion detection is intended to provide insight into ongoing attack activities and provide adequate information to respond to incidents. Crusoe’s intrusion detection involves controlling the size and make-up of Crusoe’s attack surface through preventative measures.
Incident Response
Crusoe monitors a variety of communication channels for security incidents, and Crusoe’s security personnel will react promptly to known incidents.
Encryption Technologies
Crusoe makes HTTPS encryption (also referred to as SSL or TLS connection) available. Crusoe servers support ephemeral elliptic curve Diffie-Hellman cryptographic key exchange signed with RSA and ECDSA. These perfect forward secrecy (PFS) methods help protect traffic and minimize the impact of a compromised key, or a cryptographic breakthrough.
Site and Access Controls
Crusoe maintains formal access procedures for allowing physical access to the data centers. Only authorized employees, contractors and visitors are allowed entry to the data centers. CCTV cameras are in operation both inside and outside the data centers. The positioning of the cameras has been designed to cover strategic areas including, among others, the perimeter, doors to the data center building, and shipping/receiving.
Customer’s administrators and Customer End Users must authenticate themselves via a central authentication system in order to use the Services.
Crusoe’s internal data access processes and policies are designed to prevent unauthorized persons and/or systems from gaining access to Crusoe’s systems. Crusoe designs its systems to only allow authorized persons to access data they are authorized to access. Crusoe employs a centralized access management system to control personnel access to production servers, and only provides access to a limited number of authorized personnel. Crusoe’s authentication and authorization systems utilize SSH certificates and security keys, and are designed to provide Crusoe with secure and flexible access mechanisms. These mechanisms are designed to grant only approved access rights to site hosts, logs, data and configuration information. Crusoe requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; and a need to know basis. The granting or modification of access rights must also be in accordance with Crusoe’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access to systems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies that follow at least industry standard practices are implemented. These standards include restrictions on password reuse and sufficient password strength.
Data
Crusoe stores data in a multi-tenant environment on Crusoe-owned servers. Subject to any Instructions to the contrary (e.g., in the form of a data location selection), Crusoe replicates Customer Data between multiple data centers. Crusoe also logically isolates Customer Data. Customer will be given control over specific data sharing policies. Those policies, in accordance with the functionality of the Services, will enable Customer to determine the product sharing settings applicable to Customer End Users for specific purposes.
Personnel
Crusoe personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Crusoe conducts reasonably appropriate background checks to the extent legally permissible and in accordance with applicable local labor law and statutory regulations. Personnel are required to execute a confidentiality agreement and must acknowledge receipt of, and compliance with, Crusoe’s confidentiality and privacy policies.
Subprocessors
Before onboarding Subprocessors, Crusoe ensures Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Crusoe has assessed the risks presented by the Subprocessor, the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.
Digital Millennium Copyright Act
Effective August 1st 2023
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The Digital Millennium Copyright Act
It's Crusoe's policy to respond to clear notices of alleged copyright infringement. Our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we take action in response to a notice, we may try to notify the alleged infringer or the operator of the affected site. We may also document notices of alleged infringement on which we act.
This page provides instructions for filing the following types of complaints:
- Infringement Notification
- Counter notification
Infringement Notification
To file a notice of infringement with us, please send an email to legal@crusoeenergy.com with the following information:
- Your full legal name;
- Full legal name of copyright owner;
- Description of copyrighted work; and
- Location of the allegedly infringing material (provide URLs, their corresponding Crusoe Cloud Platform IP addresses, and the timestamp and timezone at which you observed the alleged infringement).
Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is infringing your copyrights. Indeed, in a past case, a company that sent an infringement notification seeking removal of online materials that were protected by the fair use doctrine was ordered to pay such costs and attorneys fees. The company agreed to pay over $100,000 (please see Online Policy Group v. Diebold, Inc. for more information). Accordingly, if you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.
Counter Notification
The administrator of an affected site or the provider of affected content may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we may reinstate the material in question. To file a counter notification with us, please send an email to legal@crusoeenergy.com with the following information:
- Your full legal name;
- The specific URLs or other unique identifying information of material that Crusoe has removed or to which Crusoe has disabled access; and
- An explanation of why you are requesting reinstatement
Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that a product or activity is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.
Account Termination
For Crusoe Services that have account holders or subscribers, Crusoe will, in appropriate circumstances, terminate repeat infringers. If you believe that an account holder or subscriber is a repeat infringer, please follow the instructions above to contact Crusoe and provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer.
NVIDIA Third Party Terms
Effective July 31st 2024
DownloadTable of Contents
Customer’s use of NVIDIA software components provided by Crusoe in conjunction with the Services is subject to the terms and conditions below. In addition, the following NVIDIA software components: GRID, Tesla Driver, Cuda Toolkit, cuDNN, TensorRT, NVENC, NVCUVID, NVML and nvidia-aml, may be used solely with the Services for compute and offline graphics purposes.
(A) NVIDIA License Agreement - General
NVIDIA CLOUD END USER LICENSE AGREEMENT
Release Date: August 25, 2016
IMPORTANT — READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE This Cloud End User License Agreement (“EULA”), made and entered into as of the time and date of click through action (“Effective Date”), is a legal agreement between you and NVIDIA Corporation (“NVIDIA”) and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS EULA, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
1. LICENSE.
1.1 License Grant. Subject to the terms of this EULA, NVIDIA hereby grants you a non-exclusive, non-transferable license, without the right to sublicense, during the term of this EULA to access and use the Software for compute purposes and, if applicable, use Documentation provided with the Software as part of a software as a service solution provided to you by an approved NVIDIA cloud service provider. Compute purposes expressly excludes interactive graphics functionality.
1.2 Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms in Section 1 solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in this EULA, and (ii) such Contractor’s access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of this EULA by your Enterprise and Contractors. Any act or omission that if committed by you would constitute a breach of this EULA shall be deemed to constitute a breach of this EULA if committed by your Enterprise or Contractors.
1.3 No Support. NVIDIA is under no obligation to provide support for the Licensed Software or to provide any error corrections or updates to the Licensed Software under this EULA.
2. LIMITATIONS.
2.1 License Restrictions. Except as expressly authorized in this EULA, you agree that you will not (nor allow third parties to): (i) copy and use Software outside of the authorized software as a service solution; (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; (viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application (“Critical Applications”), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in this EULA shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such use.
2.2 Third Party License Obligations. You acknowledge and agree that the Licensed Software may include or incorporate third party technology (collectively “Third Party Components”), which is provided for use in or with the Software and not otherwise used separately. If the Licensed Software includes or incorporates Third Party Components, then the third-party pass-through terms and conditions (“Third Party Terms”) for the particular Third Party Component will be bundled with the Software or otherwise made available online as indicated by NVIDIA and will be incorporated by reference into this EULA. In the event of any conflict between the terms in this EULA and the Third Party Terms, the Third Party Terms shall govern. Copyright to Third Party Components are held by the copyright holders indicated in the copyright notices indicated in the Third Party Terms.
2.3 Limited Rights. Your rights in the Licensed Software are limited to those expressly granted in Section 1 and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all other rights, title and interest in and to the Licensed Software not expressly granted under this EULA.
3. CONFIDENTIALITY.
Neither party will use the other party’s Confidential Information, except as necessary for the performance of this EULA, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA or its Affiliates, you, your Enterprise or your Contractors that have a need to know such Confidential Information for the performance of this EULA, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this EULA as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
4. OWNERSHIP.
The Licensed Software and all modifications, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA and its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that would impair NVIDIA’s and/or its licensors’ Intellectual Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA’s licensors are intended third party beneficiaries with the right to enforce provisions of this EULA with respect to their Confidential Information and/or Intellectual Property Rights.
5. FEEDBACK.
You have no obligation to provide Feedback to NVIDIA. However, NVIDIA or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.
6. NO WARRANTIES.
THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED) ARE PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS,” AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR NVIDIA CONFIDENTIAL INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA’S OBLIGATIONS UNDER THIS EULA ARE FOR THE BENEFIT OF YOU ONLY. Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL), OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED TEN U.S. DOLLARS (US$10.00). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THIS EULA SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in this EULA form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this EULA, including, without limitation, the economic terms, would be substantially different.
8. TERM AND TERMINATION.
This EULA and your license rights hereunder shall become effective upon the Effective Date and shall remain in effect for the duration of your licenses, unless earlier terminated as provided in this section. This EULA may be terminated upon written notice in the event of breach of any of the terms of this EULA. Termination of this EULA shall not release the parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this EULA to survive termination. Notwithstanding the foregoing, the party terminating this EULA shall incur no additional liability merely by virtue of such termination. Termination of this EULA regardless of cause or nature shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby. Upon any expiration or termination of this EULA (i) you must promptly discontinue use of the Licensed Software, and (ii) you must promptly destroy or return to NVIDIA all copies of the Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party’s Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Sections 2 through 10 will survive the expiration or termination of this EULA for any reason.
9. CONSENT TO COLLECTION AND USE OF INFORMATION.
You hereby agree and acknowledge that the Software may access, collect non-personally identifiable information about, update, and configure your Enterprise computer systems in order to (a) properly optimize such systems for use with the Software, (b) deliver software and services, or content through the Software, (c) optimize, maintain, repair and/or administer NVIDIA products and services, and/or (d) deliver marketing communications. Information collected by the Software includes, but is not limited to, Customer System’s (i) hardware configuration and ID, (ii) operating system and driver configuration, (iii) installed applications, (iv) applications settings, performance, and usage metrics, and (iv) usage metrics of the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software.
In connection with the receipt of the Licensed Software you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations.
To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA’s privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.
10. MISCELLANEOUS.
10.1 Compliance with Terms. During the term of this EULA and for a period of three (3) years thereafter, you will maintain all usual and proper books and records of account relating to the Licensed Software provided under this EULA and to cooperate with your cloud service provider or its Affiliates to verify your compliance with the terms of this EULA. You further agree that your cloud service provider or its Affiliates and NVIDIA may exchange information regarding your use of the Licensed Software and your compliance with the terms of this EULA.
10.2 Indemnity. You agree to defend, indemnify and hold harmless NVIDIA and its Affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of this EULA or any other breach of the terms of this EULA.
10.3 U.S. Government Legend. The Licensed Software has been developed entirely at private expense and is “commercial items” consisting of “commercial computer software” and “commercial computer software documentation” provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this EULA pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.
10.4 Export Control. You acknowledge that the Licensed Software described under this EULA is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this EULA, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the Licensed Software.
10.5 General. This EULA constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. This EULA and the rights and obligations hereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer this EULA and its rights and obligations hereunder, and if to a non-Affiliate you will be notified. Each party acknowledges and agrees that the other is an independent contractor in the performance of this EULA, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. Neither party will be responsible for any failure or delay in its performance under this EULA (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such event of force majeure continues in effect. This EULA will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in this EULA may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of this EULA is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative. Any amendment or waiver under this EULA must be in writing and signed by representatives of both parties. Any notice delivered by NVIDIA to you under this EULA will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.
GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this EULA, shall have the meanings set forth below:
a. “Affiliate” means any legal entity that Owns, is Owned by, or is commonly Owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity.
b. “Confidential Information” means the Licensed Software (unless made publicly available by NVIDIA without confidentiality obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by NVIDIA to you which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of this EULA by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
c. “Contractor” means an individual who works primarily for your Enterprise on a contractor basis from your secure network.
d. “Documentation” means the NVIDIA documentation made available for use with the Software, including (without limitation) user manuals, datasheets, operations instructions, installation guides, release notes and other materials provided to you under this EULA.
e. “Enterprise” means you or any company or legal entity for which you accepted the terms of this EULA, and their subsidiaries of which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity.
f. “Feedback” means any and all suggestions, feature requests, comments or other feedback regarding the Licensed Software, including possible enhancements or modifications thereto.
g. “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, mask work, moral rights, rights of attribution or integrity service marks, master recording and music publishing rights, performance rights, author’s rights, database rights, registered design rights and any applications for the protection or registration of these rights, or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether now known or hereafter devised, whether or not registered, (including all claims and causes of action for infringement, misappropriation or violation and all rights in any registrations and renewals), worldwide and whether existing now or in the future.
h. “Licensed Software” means Software, Documentation and all modifications thereto.
i. “Open Source License” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge.
j. “Software” means the NVIDIA software programs licensed to you under this EULA including, without limitation, libraries, sample code, utility programs and programming code.
(B) NVIDIA License Agreement for GRID
NVIDIA CLOUD END USER LICENSE AGREEMENT
(ONE LICENSE PER EACH CRUSOE CLOUD PLATFORM CONNECTED USER)
Release Date: September 18, 2017
IMPORTANT — READ BEFORE DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED SOFTWARE This Cloud End User License Agreement (“EULA”), made and entered into as of the time and date of click through action (“Effective Date”), is a legal agreement between you and NVIDIA Corporation (“NVIDIA”) and governs the use of the NVIDIA computer software and the documentation made available for use with such NVIDIA software. By downloading, installing, copying, or otherwise using the NVIDIA software and/or documentation, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not download, install, copy or use the NVIDIA software or documentation. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS EULA, IN WHICH CASE “YOU” WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA, THEN NVIDIA DOES NOT AGREE TO LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE IT.
1. LICENSE.
1.1 License Grant. Subject to the terms of this EULA, NVIDIA hereby grants you a nonexclusive, non-transferable license, without the right to sublicense, during the term of this EULA to access and use the Software as part of the Crusoe Cloud Platform solution provided to you by an approved service provider for virtual workstation and/or compute purposes only, in accordance with the Documentation (if any provided). Each CCU requires a separate license. “Concurrent Connected Users” or “CCUs” means individual users simultaneously accessing or using the Software, in the context of using the software as a service solution. Each license provided under this EULA is provided for use within the Crusoe Cloud Platform solution.
1.2 Enterprise and Contractor Usage. You may allow your Enterprise employees and Contractors to access and use the Licensed Software pursuant to the terms in Section 1 solely to perform work on your behalf, provided further that with respect to Contractors: (i) you obtain a written agreement from each Contractor which contains terms and obligations with respect to access to and use of Licensed Software no less protective of NVIDIA than those set forth in this EULA, and (ii) such Contractor’s access and use expressly excludes any sublicensing or distribution rights for the Licensed Software. You are responsible for the compliance with the terms and conditions of this EULA by your Enterprise and Contractors. Any act or omission that if committed by you would constitute a breach of this EULA shall be deemed to constitute a breach of this EULA if committed by your Enterprise or Contractors.
1.3 No Support. NVIDIA is under no obligation to provide support for the Licensed Software or to provide any error corrections or updates to the Licensed Software under this EULA.
2. LIMITATIONS.
2.1 License Restrictions. Except as expressly authorized in this EULA, you agree that you will not (nor allow third parties to): (i) copy and use Software outside of the authorized software as a service solution; (ii) reverse engineer, decompile, disassemble (except to the extent applicable laws specifically require that such activities be permitted) or attempt to derive the source code, underlying ideas, algorithm or structure of Software provided to you in object code form; (iii) sell, transfer, assign, distribute, rent, loan, lease, sublicense or otherwise make available the Licensed Software or its functionality to third parties (a) as an application services provider or service bureau, (b) by operating hosted/virtual system environments, (c) by hosting, time sharing or providing any other type of services, or (d) otherwise by means of the internet; (iv) modify, translate or otherwise create any derivative works of any Licensed Software; (v) remove, alter, cover or obscure any proprietary notice that appears on or with the Licensed Software or any copies thereof; (vi) use the Licensed Software, or allow its use, transfer, transmission or export in violation of any applicable export control laws, rules or regulations; (vii) distribute, permit access to, or sublicense the Licensed Software as a stand-alone product; (viii) bypass, disable, circumvent or remove any form of copy protection, encryption, security or digital rights management or authentication mechanism used by NVIDIA in connection with the Licensed Software, or use the Licensed Software together with any authorization code, serial number, or other copy protection device not supplied by NVIDIA directly or through an authorized reseller; (ix) use the Licensed Software for the purpose of developing competing products or technologies or assisting a third party in such activities; (x) use the Licensed Software with any system or application where the use or failure of such system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss including, without limitation, use in connection with any nuclear, avionics, navigation, military, medical, life support or other life critical application (“Critical Applications”), unless the parties have entered into a Critical Applications agreement; (xi) distribute any modification or derivative work you make to the Licensed Software under or by reference to the same name as used by NVIDIA; or (xii) use the Licensed Software in any manner that would cause the Licensed Software to become subject to an Open Source License. Nothing in this EULA shall be construed to give you a right to use, or otherwise obtain access to, any source code from which the Software or any portion thereof is compiled or interpreted. You acknowledge that NVIDIA does not design, test, manufacture or certify the Licensed Software for use in the context of a Critical Application and NVIDIA shall not be liable to you or any third party, in whole or in part, for any claims or damages arising from such use. You agree to defend, indemnify and hold harmless NVIDIA and its Affiliates, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, fines, restitutions and expenses (including but not limited to attorney’s fees and costs incident to establishing the right of indemnification) arising out of or related to you and your Enterprise, and their respective employees, contractors, agents, distributors, resellers, end users, officers and directors use of Licensed Software outside of the scope of the AGREEMENT or any other breach of the terms of this EULA.
2.2 Third Party License Obligations. The Licensed Software may come bundled with, or otherwise include or be distributed with, third party software licensed by an NVIDIA supplier and/or open source software provided under an open source license (Open Source Software) (collectively, “Third Party Software”). Notwithstanding anything to the contrary herein, Third Party Software is licensed to you subject to the terms and conditions of the software license agreement accompanying such Third Party Software whether in the form of a discrete agreement, click-through license, or electronic license terms accepted at the time of installation and any additional terms or agreements provided by the third party licensor (“Third Party License Terms”). Use of the Third Party Software by you shall be governed by such Third Party License Terms, or if no Third Party License Terms apply, then the Third Party Software is provided to you as-is for use in or with the Licensed Software and not otherwise used separately. Copyright to Third Party Software is held by the copyright holders indicated in the Third Party License Terms.
2.3 Limited Rights. Your rights in the Licensed Software are limited to those expressly granted in Section 1 and no other licenses are granted whether by implication, estoppel or otherwise. NVIDIA reserves all other rights, title and interest in and to the Licensed Software not expressly granted under this EULA.
3. CONFIDENTIALITY.
Neither party will use the other party’s Confidential Information, except as necessary for the performance of this EULA, nor will either party disclose such Confidential Information to any third party, except to personnel of NVIDIA or its Affiliates, you, your Enterprise or your Contractors that have a need to know such Confidential Information for the performance of this EULA, provided that each such personnel, employee and Contractor is subject to a written agreement that includes confidentiality obligations consistent with those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this EULA as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such disclosure (i) gives reasonable notice to the other party to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid such public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
4. OWNERSHIP.
The Licensed Software and all modifications, and the respective Intellectual Property Rights therein, are and will remain the sole and exclusive property of NVIDIA or its licensors, whether the Licensed Software is separate from or combined with any other products or materials. You shall not engage in any act or omission that would impair NVIDIA’s and/or its licensors’ Intellectual Property Rights in the Licensed Software or any other materials, information, processes or subject matter proprietary to NVIDIA. NVIDIA’s licensors are intended third party beneficiaries with the right to enforce provisions of this EULA with respect to their Confidential Information and/or Intellectual Property Rights.
5. FEEDBACK.
You have no obligation to provide Feedback to NVIDIA. However, NVIDIA and/or its Affiliates may use and include any Feedback that you provide to improve the Licensed Software or other NVIDIA products, technologies or materials. Accordingly, if you provide Feedback, you agree that NVIDIA and/or its Affiliates, at their option, may, and may permit their licensees, to make, have made, use, have used, reproduce, license, distribute and otherwise commercialize the Feedback in the Licensed Software or in other NVIDIA products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of NVIDIA and may be used in any manner NVIDIA sees fit, and you hereby assign to NVIDIA all of your right, title and interest in and to any Feedback. NVIDIA has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software.
6. NO WARRANTIES.
THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED) ARE PROVIDED BY NVIDIA “AS IS” AND “WITH ALL FAULTS,” AND NVIDIA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY NVIDIA ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. NVIDIA DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR NVIDIA CONFIDENTIAL INFORMATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NVIDIA’S OBLIGATIONS UNDER THIS EULA ARE FOR THE BENEFIT OF YOU ONLY. Nothing in this warranty section affects any statutory rights of consumers or other recipients to the extent that they cannot be waived or limited by contract under applicable law.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVIDIA OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, OR THE COSTS OF PROCURING SUBSTITUTE PRODUCTS, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE USE OR PERFORMANCE OF THE LICENSED SOFTWARE AND NVIDIA CONFIDENTIAL INFORMATION (IF ANY PROVIDED), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER CAUSE OF ACTION OR THEORY OF LIABILITY AND WHETHER OR NOT NVIDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NVIDIA’S TOTAL CUMULATIVE LIABILITY UNDER OR ARISING OUT OF THIS EULA EXCEED TEN U.S. DOLLARS (US$10.00). THE NATURE OF THE LIABILITY, THE NUMBER OF CLAIMS OR SUITS OR THE NUMBER OF PARTIES WITHIN YOUR ENTERPRISE THAT ACCEPTED THE TERMS OF THIS EULA SHALL NOT ENLARGE OR EXTEND THIS LIMIT. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NVIDIA OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. The disclaimers, exclusions and limitations of liability set forth in this EULA form an essential basis of the bargain between the parties, and, absent any such disclaimers, exclusions or limitations of liability, the provisions of this EULA, including, without limitation, the economic terms, would be substantially different.
8. TERM AND TERMINATION.
This EULA and your license rights hereunder shall become effective upon the Effective Date and shall remain in effect for the duration of your licenses, unless earlier terminated as provided in this section. This EULA may be terminated upon written notice in the event of breach of any of the terms of this EULA. Termination of this EULA shall not release the parties from any liability which, at the time of termination, has already accrued or which thereafter may accrue with respect to any act or omission before termination, or from any obligation which is expressly stated in this EULA to survive termination. Notwithstanding the foregoing, the party terminating this EULA shall incur no additional liability merely by virtue of such termination. Termination of this EULA regardless of cause or nature shall be without prejudice to any other rights or remedies of the parties and shall be without liability for any loss or damage occasioned thereby. Upon any expiration or termination of this EULA (i) you must promptly discontinue use of the Licensed Software, and (ii) you must promptly destroy or return to NVIDIA all copies of the Licensed Software and all portions thereof in your possession or control, and each party will promptly destroy or return to the other all of the other party’s Confidential Information within its possession or control. Upon written request, you will certify in writing that you have complied with your obligations under this section. Sections 2 through 10 will survive the expiration or termination of this EULA for any reason.
9. CONSENT TO COLLECTION AND USE OF INFORMATION.
You hereby agree and acknowledge that the Software may access, collect non-personally identifiable information about, update, and configure your Enterprise computer systems in order to (a) properly optimize such systems for use with the software, (b) deliver software and services, or content through the software, (c) optimize, maintain, repair and/or administer NVIDIA products and services, and/or (d) deliver marketing communications. Information collected by the software includes, but is not limited to, Customer System’s (i) hardware configuration and ID, (ii) operating system and driver configuration, (iii) installed applications, (iv) applications settings, performance, and usage metrics, and (iv) usage metrics of the Software. To the extent that you use the Software, you hereby consent to all of the foregoing, and represent and warrant that you have the right to grant such consent. In addition, you agree that you are solely responsible for maintaining appropriate data backups and system restore points for your Enterprise systems, and that NVIDIA will have no responsibility for any damage or loss to such systems (including loss of data or access) arising from or relating to (a) any changes to the configuration, application settings, environment variables, registry, drivers, BIOS, or other attributes of the systems (or any part of such systems) initiated through the Software; or (b) installation of any Software or third party software patches initiated through the Software.
In connection with the receipt of the Licensed Software you may receive access to links to third party websites and services and the availability of those links does not imply any endorsement by NVIDIA. NVIDIA encourages you to review the privacy statements on those sites and services that you choose to visit so that you can understand how they may collect, use and share personal information of individuals. NVIDIA is not responsible or liable for: (i) the availability or accuracy of such links; or (ii) the products, services or information available on or through such links; or (iii) the privacy statements or practices of sites and services controlled by other companies or organizations.
To the extent that you or members of your Enterprise provide to NVIDIA during registration or otherwise personal information, you acknowledge that such information will be collected, used and disclosed by NVIDIA in accordance with NVIDIA’s privacy policy, available at URL http://www.nvidia.com/object/privacy_policy.html.
10. MISCELLANEOUS.
10.1 Compliance with Terms. During the term of this EULA and for a period of three (3) years thereafter, you will maintain all usual and proper books and records of account relating to the Licensed Software provided under this EULA and to cooperate with your cloud service provider or its Affiliates to verify your compliance with the terms of this EULA. You further agree that your cloud service provider or its Affiliates and NVIDIA may exchange information regarding your use of the Licensed Software and your compliance with the terms of this EULA.
10.2 U.S. Government Legend. The Licensed Software has been developed entirely at private expense and is “commercial items” consisting of “commercial computer software” and “commercial computer software documentation” provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in this EULA pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is NVIDIA, 2701 San Tomas Expressway, Santa Clara, CA 95050.
10.3 Export Control. You acknowledge that the Licensed Software described under this EULA is subject to export control under the U.S. Export Administration Regulations (EAR) and economic sanctions regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Therefore, you may not export, reexport or transfer in-country the Licensed Software without first obtaining any license or other approval that may be required by BIS and/or OFAC. You are responsible for any violation of the U.S. or other applicable export control or economic sanctions laws, regulations and requirements related to the Licensed Software. By accepting this EULA, you confirm that you are not a resident or citizen of any country currently embargoed by the U.S. and that you are not otherwise prohibited from receiving the Licensed Software.
10.4 General. This EULA constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. This EULA and the rights and obligations hereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer this EULA and its rights and obligations hereunder, and if to a non-Affiliate you will be notified. Each party acknowledges and agrees that the other is an independent contractor in the performance of this EULA, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. Neither party will be responsible for any failure or delay in its performance under this EULA (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such event of force majeure continues in effect. This EULA will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa Clara County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in this EULA may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of this EULA is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Unless otherwise specified, remedies are cumulative. Any amendment or waiver under this EULA must be in writing and signed by representatives of both parties. Any notice delivered by NVIDIA to you under this EULA will be delivered via mail, email or fax. Please direct your legal notices or other correspondence to NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, California 95050, United States of America, Attention: Legal Department.
GLOSSARY OF TERMS
Certain capitalized terms, if not otherwise defined elsewhere in this EULA, shall have the meanings set forth below:
a. “Affiliate” means any legal entity that Owns, is Owned by, or is commonly Owned with a party. “Own” means having more than 50% ownership or the right to direct the management of the entity.
b. “Confidential Information” means the Licensed Software (unless made publicly available by NVIDIA without confidentiality obligations), and any NVIDIA business, marketing, pricing, research and development, know-how, technical, scientific, financial status, proposed new products or other information disclosed by NVIDIA to you which, at the time of disclosure, is designated in writing as confidential or proprietary (or like written designation), or orally identified as confidential or proprietary or is otherwise reasonably identifiable by parties exercising reasonable business judgment, as confidential. Confidential Information does not and will not include information that: (i) is or becomes generally known to the public through no fault of or breach of this EULA by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure.
c. “Contractor” means an individual who works primarily for your Enterprise on a contractor basis from your secure network.
d. “Documentation” means the NVIDIA documentation made available for use with the Software, including (without limitation) user manuals, datasheets, operations instructions, installation guides, release notes and other materials provided to you under this EULA.
e. “Enterprise” means you or any company or legal entity for which you accepted the terms of this EULA, and their subsidiaries of which your company or legal entity owns more than fifty percent (50%) of the issued and outstanding equity.
f. “Feedback” means any and all suggestions, feature requests, comments or other feedback regarding the Licensed Software, including possible enhancements or modifications thereto.
g. “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, mask work, moral rights, rights of attribution or integrity service marks, master recording and music publishing rights, performance rights, author’s rights, database rights, registered design rights and any applications for the protection or registration of these rights, or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether now known or hereafter devised, whether or not registered, (including all claims and causes of action for infringement, misappropriation or violation and all rights in any registrations and renewals), worldwide and whether existing now or in the future.
h. “Licensed Software” means Software, Documentation and all modifications thereto.
i. “Open Source License” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the Software be (i) disclosed or distributed in source code form; (ii) be licensed for the purpose of making derivative works; or (iii) be redistributable at no charge.
j. “Software” means the NVIDIA software programs licensed to you under this EULA including, without limitation, libraries, sample code, utility programs and programming code.
Service Level Agreements
Effective September 30th 2024
DownloadSummary of changes
Added SLAs for Persistent Disks and Shared Disks.
Table of Contents
Service Level Agreements
GPU-enabled Virtual Machine SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single GPU-enabled virtual machine | ≥ 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per GPU-enabled virtual machine. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single GPU-enabled virtual machine.
- Downtime means unavailability of the Covered Service (e.g., due to loss of internal or external network connectivity or hardware failure).
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods. With respect to a hardware failure, Downtime Period is measured from the time of failure to the time a new machine is made available to provide the Covered Service to Customer.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% ≤ x < 99.50% | 10% |
90.00% ≤ x < 95.00% | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement; or (iv) that resulted from quotas applied by the system or listed in the Admin Console.
Persistent Disks SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single Persistent Disks volume | ≥ 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per Covered Service. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single Persistent Disks volume.
- Downtime means Unavailability of the Covered Service.
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% ≤ x < 99.50% | 10% |
90.00% ≤ x < 95.00% | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
- Unavailability means the Covered Service performs zero read write IO, with pending IO in the queue.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from any actions or inactions of Customer, including failure to acknowledge or respond to resource health concerns; (iv) that resulted from abuses or other behaviors that violate the Agreement; or (v) that resulted from quotas applied by the system or listed in the Admin Console.
Shared Disks SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single Shared Disks volume | ≥ 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per Covered Service. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single Shared Disks volume.
- Downtime means Unavailability of the Covered Service.
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% ≤ x < 99.50% | 10% |
90.00% ≤ x < 95.00% | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
- Operation means an instruction that allows Customer to access its data in the Covered Service.
- Server Delay means a response to an Operation that takes more than 60 seconds to commence execution.
- Server Error means an error response to an Operation, identified as a service side fault.
- Unavailability means all Operations experience either a Server Delay or Server Error, or a combination of Server Delays and Server Errors.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from any actions or inactions of Customer; (iv) that resulted from abuses or other behaviors that violate the Agreement; or (v) that resulted from quotas applied by the system or listed in the Admin Console.
Effective September 24th 2024 to September 30th 2024
DownloadTable of Contents
Service Level Agreements
GPU-enabled Virtual Machine SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single GPU-enabled virtual machine | ≥ 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per GPU-enabled virtual machine. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single GPU-enabled virtual machine.
- Downtime means unavailability of the Covered Service (e.g., due to loss of internal or external network connectivity or hardware failure).
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods. With respect to a hardware failure, Downtime Period is measured from the time of failure to the time a new machine is made available to provide the Covered Service to Customer.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% ≤ x < 99.50% | 10% |
90.00% ≤ x < 95.00% | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement; or (iv) that resulted from quotas applied by the system or listed in the Admin Console.
Effective August 1st 2023 to September 24th 2024
DownloadTable of Contents
Service Level Agreements
GPU-enabled Virtual Machine SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single GPU-enabled virtual machine | >= 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per GPU-enabled virtual machine. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single GPU-enabled virtual machine.
- Downtime means unavailability of the Covered Service (e.g., due to loss of internal or external network connectivity or hardware failure).
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods. With respect to a hardware failure, Downtime Period is measured from the time of failure to the time a new machine is made available to provide the Covered Service to Customer.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% <=x < 99.50%< div> | 10% |
90.00% <=x < 95.00%< div> | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement; or (iv) that resulted from quotas applied by the system or listed in the Admin Console.
Effective August 1st 2023 to August 13th 2024
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Service Level Agreements
GPU-enabled Virtual Machine SLA
During the Term of the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform to Customer (as applicable, the “Agreement”), the Covered Service will provide a Monthly Uptime Percentage to Customer as follows (the “Service Level Objective” or “SLO”):
Covered Service | Uptime Percentage |
A single GPU-enabled virtual machine | >= 99.5% |
If Crusoe does not meet the SLO, and if Customer meets its obligations under this SLA, Customer will be eligible to receive the Financial Credits described below. Monthly Uptime Percentage and Financial Credit are determined on a calendar month basis per GPU-enabled virtual machine. This SLA states Customer's sole and exclusive remedy for any failure by Crusoe to meet the SLO. Capitalized terms used in this SLA, but not defined in this SLA, have the meaning set forth in the Agreement.
Definitions
The following definitions apply to the SLA:
- Covered Service means a single GPU-enabled virtual machine.
- Downtime means unavailability of the Covered Service (e.g., due to loss of internal or external network connectivity or hardware failure).
- Downtime Period means one or more consecutive minutes of Downtime. Partial minutes or non-consecutive Downtime for a period of less than one minute will not count towards any Downtime Periods. With respect to a hardware failure, Downtime Period is measured from the time of failure to the time a new machine is made available to provide the Covered Service to Customer.
- Financial Credit means the following:
Monthly Uptime Percentage | Percentage of monthly bill for a Covered Service that failed to meet the SLO that will be credited to Customer's future monthly bills |
95.00% <=x < 99.50%< div> | 10% |
90.00% <=x < 95.00%< div> | 25% |
x < 90.00% | 100% |
- Monthly Uptime Percentage means total number of minutes in a month, minus the number of minutes of Downtime that occurred during all Downtime Periods in a month, divided by the total number of minutes in a month.
Customer Must Request
In order to receive any of the Financial Credits described above, Customer must notify Crusoe within 30 days from the time Customer becomes eligible to receive a Financial Credit. Customer must also provide Crusoe with log files or monitoring data showing loss of connectivity and the date and time those errors occurred. If Customer does not comply with these requirements, Customer will forfeit its right to receive a Financial Credit.
Maximum Financial Credit
The aggregate maximum number of Financial Credits to be issued by Crusoe to Customer for any and all Downtime Periods that occur in a single billing month will not exceed the amount due by Customer for the respective Covered Services that did not meet the SLO for the applicable month. Financial Credits will be made in the form of a monetary credit applied to future use of the Service and will be applied within 60 days after the Financial Credit was requested.
SLA Exclusions
The SLA does not apply to any: (a) features designated pre-general availability (unless otherwise set forth in the associated Documentation), (b) features excluded from the SLA (in the associated Documentation), or (c) errors: (i) caused by factors outside of Crusoe’s reasonable control; (ii) that resulted from Customer's software or hardware or third-party software or hardware, or both; (iii) that resulted from abuses or other behaviors that violate the Agreement; or (iv) that resulted from quotas applied by the system or listed in the Admin Console.
Service Specific Terms
Effective August 1st 2023
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Service Specific Terms
These Service Specific Terms are incorporated into the agreement under which Crusoe has agreed to provide Crusoe Cloud Platform (as described in Services) to Customer (the “Agreement”). Capitalized terms used but not defined in the Service Specific Terms have the meaning given to them in the Agreement.
General Service Terms
Data Location
The Services do not limit the locations from which Customer or Customer End Users may access Customer Data or to which they may move Customer Data. For clarity, Customer Data does not include resource identifiers, attributes, or other data labels.
General Software Terms
The following terms apply to all Software:
License
Crusoe grants Customer a royalty-free (unless otherwise stated by Crusoe), non-exclusive, non-sublicensable, non-transferable license during the Term to reproduce and use Software ordered by Customer on systems owned, operated, or managed by or on behalf of Customer in accordance with (i) the Agreement, and (ii) if applicable, the Scope of Use. Customer may authorize its and its Affiliates' employees, agents, and subcontractors (collectively, “Software Users”) to use the Software in accordance with this section (License), so long as Customer remains responsible. Customer may make a reasonable number of copies of the Software for backup and archival purposes. For clarity, Software does not constitute Services.
Documentation
Crusoe may provide Documentation describing the appropriate operation of the Software, including a description of how Software is properly used, and whether and how the Software collects and processes data. Customer will comply with any restrictions in the Documentation regarding Software use.
Compliance With Scope of Use
Within 30 days of Crusoe’s reasonable written request, Customer will provide a sufficiently detailed written report describing its usage in accordance with the applicable Scope of Use of each Software product used by Customer and its Software Users during the requested period. If requested, Customer will provide reasonable assistance and access to information to verify the accuracy of Customer’s Software usage report(s).
Other Warranties and Compliance
Each party represents and warrants that it will comply with all laws and regulations applicable to its provision or use of the Software, as applicable. Customer will: (i) ensure that Customer and its Software Users' use of the Software complies with the Agreement and the restrictions in the Agreement applying to Customer's use of the Services; (ii) use commercially reasonable efforts to prevent and terminate any unauthorized access to or use of the Software; and (iii) promptly notify Crusoe of any unauthorized access to or use of the Software of which Customer becomes aware. If the Software contains open source or third-party components, those components may be subject to separate license agreements, which Crusoe will make available to Customer. Customer is solely responsible for complying with the terms of any third-party sources from which Customer elects to migrate its workloads onto the Services, and represents and warrants that such third-party sources permit the use of Software to migrate applications away from such sources. If the Agreement terminates or expires, then Customer will stop using all Software and delete it from Customer's systems.
Benchmarking
Customer may conduct benchmark tests of the Services (each a "Test"). Customer may only publicly disclose the results of such Tests if it (a) obtains Crusoe's prior written consent, (b) provides Crusoe all necessary information to replicate the Tests, and (c) allows Crusoe to conduct benchmark tests of Customer's publicly available products or services and publicly disclose the results of such tests. Notwithstanding the foregoing, Customer may not do either of the following on behalf of a public cloud provider without Crusoe's prior written consent: (i) conduct (directly or through a third party) any Test of the Services or (ii) disclose the results of any such Test.
Trials
Certain Services may be made available to Customer on a trial basis. The parameters of each trial, including any Scope of Use, may be presented to Customer either through the Fees URL, Admin Console, Documentation, email, or as otherwise communicated by Crusoe. Use of a trial indicates Customer’s acceptance of any such parameters.
Third-Party Terms
Disclaimer
Crusoe’s suppliers will have no liability arising out of or relating to the Agreement.
NVIDIA Drivers
Customer’s use of NVIDIA software components provided by Crusoe in conjunction with the Services is subject to the terms and conditions stated at NVIDIA Third Party Terms.
Pricing and Billing Terms
Instance Commitments.
Selection and Commitment
Customer may have an option to request Committed Instances via the Services (for example, in the Developer Console, Command Line Interface, or through a Crusoe API) or in an Order Form. If Crusoe accepts the request, then notwithstanding the payment terms in the Agreement, Customer will pay the Fees for those Committed Instances during the Commitment Term selected by Customer, whether or not they are used, as stated at the Fees URL for the applicable SKU.
Cancellation and Expiration
Committed Instances purchases may not be cancelled or refunded after they are placed. Any use of the Services after cancellation or expiration of the Commitment Term will be billed at standard Fee rates.
No Resell or Transfer
Unless Crusoe agrees otherwise, Customer may not resell or transfer Committed Instances.
Subscription Offerings
Subscription SKUs
Certain SKUs may be offered on a subscription basis (each, a “Subscription Offering”). Each Subscription Offering may be a single Service or Software item, or a package of two or more Services or Software items. The details of each Subscription Offering (“Subscription Details”) will be stated (i) at the Fees URL or elsewhere in the Services, the Admin Console, or Documentation, or (ii) in an Order Form or other written agreement between Crusoe and Customer. The Subscription Details will include the duration of the subscription (“Subscription Term”), the amount of permitted usage of the applicable Subscription Offering during the Subscription Term (e.g., usage per month) (“Subscription Usage”), minimum Subscription Usage (if applicable), and the applicable pricing. If the Subscription Offering is a package of two or more Services or Software items, the Subscription Details may also list the different components packaged into the Subscription Offering. Customer may request to purchase a Subscription Offering via the Services (for example, in the Admin Console or through a Crusoe API) or in an Order Form or other written agreement between Crusoe and Customer, as applicable. If Crusoe accepts Customer's request to purchase a Subscription Offering, then notwithstanding the invoicing and payment terms in the Agreement, Crusoe will invoice or charge Customer for the Subscription Offering, and Customer will pay Crusoe, during the Subscription Term (including during any renewal Subscription Term) as specified in the Subscription Details. Further, unless otherwise specified in the applicable Subscription Details, Crusoe reserves the right to issue additional invoices or charges to Customer in arrears if Customer's usage of a Subscription Offering exceeds the Subscription Usage, with the pricing listed at the Fees URL applying to that excess usage, unless otherwise agreed by the parties.
Renewal
Unless (i) otherwise specified in the Subscription Details, or (ii) either party provides the other party with notice of non-renewal at least 30 days before the end of the then-current Subscription Term, at the end of each Subscription Term, Customer's access to the Subscription Offering will automatically renew, with the renewal Subscription Term duration and Subscription Usage as described in the Subscription Details.
Cancellation
Unless otherwise specified in the Subscription Details, Customer may not terminate a Subscription Offering before the end of the Subscription Term. If a particular Subscription Offering is indicated as terminable in the Subscription Details, then Customer may terminate the Subscription Offering before the expiration of the Subscription Term, and Crusoe may charge a termination fee (“Termination Fee”), as specified in the Subscription Details. Further, Customer may be required to give extended notice before termination of any Subscription Offering, as specified in the Subscription Details. Notwithstanding any term to the contrary in the Agreement, (i) if Customer has entered into an Order Form under the Agreement for the purchase of Services on an on-demand basis, then the Subscription Term will also terminate immediately upon termination of such Order Form (and Customer will be charged the Termination Fee, if applicable), and (ii) upon termination of the Subscription Term, Customer may continue to use Crusoe Cloud Platform, and pricing for the Service(s) or Software that are part of the Subscription Offering will be as stated at the Fees URL or as otherwise agreed by the parties (if available on a non-subscription basis).
Definitions
- “Documentation” means the then-current Crusoe documentation made available by Crusoe to its customers for use with the Services at https://docs.crusoecloud.com.
- “Fees URL” means https://crusoe.ai/cloud/pricing.
- “Order Form” means an order form executed by Customer and Crusoe or an order placed by Customer via a Crusoe website, in either case specifying the Services Crusoe will provide to Customer.
- “Scope of Use” means any limits on installation or usage of Services or Software described at the Fees URL, Admin Console, order form, or otherwise presented by Crusoe.
Technical Support Services Guidelines
Effective August 1st 2023
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Technical Support Services Guidelines
The following technical support services guidelines ("Guidelines") apply to agreements where Crusoe provides Crusoe Cloud Platform (as described in Services) and related technical support to Customer (as amended from time to time, the "Agreement"). Capitalized terms used but not defined in these Guidelines have the meanings given to them in the Agreement.
Definitions
- "Application" has the meaning given in the Agreement or, if not such meaning is given, has the meaning given to “Customer Application” in the Agreement.
- "Crusoe Support Tool" means the Admin Console or a support tool located at a URL (as may be updated from time to time) provided by Crusoe.
- "Crusoe Support Personnel" means the Crusoe representatives responsible for handling Requests.
- "Customer End User" has the meaning given in the Agreement or, if no such meaning is given, has the meaning given to “End Users” in the Agreement.
- "Designated Contacts" means administrators or technical employees designated by Customer who are allowed to contact Crusoe for technical support.
- "Feature Request" means a Request by a Designated Contact to incorporate a new feature or enhance an existing feature of the Services that is currently not available as part of the existing Services.
- "Maintenance" means maintenance work that is performed on hardware or software delivering the Services.
- "Notification Email Address" has the meaning given in the Data Processing and Security Terms.
- "Request" means a request from a Designated Contact to Crusoe Support Personnel for technical support to resolve a question or problem report regarding the Services.
- "Support Data" means account details and the information that Customer provides to Crusoe for the purpose of obtaining TSS under these Guidelines, including requests for support and the details provided to Crusoe about the specific support issue.
General Support Services Terms
Generally
As part of Customer's purchase of Services, Crusoe will provide Basic Support to Customer. Crusoe may make additional Technical Support Services (“TSS”) available to Customer in the future for an additional fee.
Basic Support
Customer will receive automatic Services upgrades and Maintenance updates, support for billing inquiries, and access to documentation, white papers, online best practices guides, and forums.
Support Request Submission
First Line Support
Customer will provide first-level support to Customer End Users. Crusoe may provide second-level support to Customer’s Designated Contacts only.
Customer Efforts to Fix Errors
Prior to making a request to Crusoe, Customer will use reasonable efforts to fix any error, bug, malfunction or network connectivity defect without escalation to Crusoe. Thereafter, Customer may submit a Request for TSS.
Procedures for Acknowledgement and Resolution of Requests
When making a Request, Customer will provide all requested diagnostic information and assist Crusoe Support Personnel as may be required to resolve a Request. Upon resolution of a Request, Customer may receive an optional survey to provide feedback to Crusoe on the support Request experience.
Request Acknowledgement
Crusoe may respond to a Request by acknowledging receipt of the Request. Customer acknowledges and understands that Crusoe may be unable to provide answers to, or resolve all Requests.
Feature Requests
If Crusoe deems a Request to be a Feature Request, Crusoe may log such Request for consideration to add to a future update or release of the Services and will consider the matter closed. Crusoe is under no obligation to respond to or resolve any Feature Request or to include any such Feature Request in any future update or release.
Building Applications
For clarity, Crusoe has no obligation under these Guidelines to: (a) write, build or improve any software Applications, or write code to facilitate Applications; (b) configure the Services for Customer; or (c) design, build or review Customer infrastructure.
Maintenance
To ensure optimal performance of the Services, Crusoe performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Services. If Crusoe expects planned Maintenance to negatively affect the availability or functionality of the Services, Crusoe will use commercially reasonable efforts to provide at least seven days' advance notice of the Maintenance. In addition, Crusoe may perform emergency unscheduled Maintenance at any time. If Crusoe expects such emergency unscheduled Maintenance to negatively affect the availability or functionality of the Services, Crusoe will use commercially reasonable efforts to provide advance notice of such Maintenance. Maintenance notices noted above will be provided via the Crusoe Support Tool or via an email to the Notification Email Address.
Language Support
All support provided by Crusoe pursuant to these Guidelines will be provided in the English language.
Support Data Processing Activities
Crusoe collects and processes Support Data for the purpose of providing TSS under these Guidelines and maintaining the Services.
Trademark Guidelines
Effective August 1st 2023
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Trademark Guidelines
Crusoe’s Trademark Guidelines (the “Guidelines”) have been created to help our partners, licensees, and other authorized third parties understand how to use Crusoe’s brand features correctly, including Crusoe logos, trademarks, service marks, and any other word, name, phrase, image, or other designation that identifies the source or origin of any of Crusoe’s products or services (“Brand Features”). You are permitted to use Crusoe’s Brand Features only in accordance with these Guidelines. Any use of the Crusoe Brand Features contrary to the Guidelines is prohibited. Crusoe reserves the right to revise or update the Guidelines at any time in its sole discretion.
The Crusoe Brand Features are valuable Crusoe intellectual property. By using or making reference to any Crusoe Brand Feature, you agree to comply with the Guidelines and the Crusoe User Terms of Service. You also acknowledge that Crusoe is the sole owner of the Crusoe Brand Features, agree not to challenge or interfere with Crusoe’s rights in its Brand Features, and agree that all goodwill derived from use of the Crusoe Brand Features inures only to the benefit of Crusoe. We may review use of our Brand Features at any time, and we reserve the right to terminate or modify any permissions granted by Crusoe.
Crusoe Brand Features
For purposes of clarification, the Crusoe Brand Features include both registered and unregistered trademarks and service marks of Crusoe, and other Crusoe slogans and taglines.
You may only use the Crusoe Brand Features in accordance with these Guidelines, including the dos and don'ts outlined below:
- Do not use the Crusoe Brand Features as part of any of your own trademarks, logos, company names, icons, product or feature names, domain names, social media handles, or avatars. For example, do not physically combine or intermingle any Crusoe Brand Features with your own trademarks or logo; they must remain separate.
- Do not modify the Crusoe Brand Features in any way, including by changing any colors or dimensions, obstructing or printing over any part of the asset, or adding your own design elements.
- When you are designing your own website and marketing materials, do not imitate the distinctive look and feel of any of Crusoe’s websites, apps, logos, trade dress, slogans, taglines, color scheme, icons, or marketing materials. Also, do not register or use a domain name that incorporates “Crusoe” or any confusingly similar term in the domain name itself.
- Do not use any Crusoe Brand Feature in a damaging or derogatory way, or in connection with any social media or website that violates any law or Crusoe’s Terms of Service.
- Trademarks are adjectives; be careful when using any Crusoe trademark in text. Refrain from using any Crusoe trademark as a noun or verb, or in a plural or possessive form. For example, you can use the Crusoe trademark as an adjective followed by the appropriate noun identifying the relevant product or service.
- When you reference Crusoe, your reference must clearly and accurately indicate your relationship to Crusoe.
- Do not use the Crusoe Brand Features in a way that suggests or implies sponsorship or endorsement by Crusoe, or any affiliation with Crusoe, including but not limited to making the Crusoe Brand Features larger or more prominently placed than your own house brand or trademark.
If you have questions about these Guidelines or proper use of the Crusoe Brand Features, please contact legal@crusoeenergy.com.
Crusoe Website Terms of Use
Effective August 12th 2024
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Crusoe Website Terms of Use
Introduction
These Crusoe Website Terms of Use (the “Website Terms of Use”) apply to your personal use of the web properties that we provide (such as https://crusoe.ai, collectively “Websites”).
When we refer to "Crusoe" throughout this document, or to “we” or “us”, we’re referring to Crusoe Energy Systems, LLC along with its Affiliates. “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. And “Control” means control of greater than 50 percent of the voting rights or equity interests of a party.
This Agreement does not apply to the Crusoe Cloud Platform or any other services that Crusoe provides, which are covered under the Crusoe Cloud Platform Terms of Service.
Your access to and use of the Websites is conditioned upon your acceptance of and compliance with these terms. We reserve the right to update or modify this agreement at any time without prior notice to you. We encourage you to review this agreement whenever you use the Websites. Do not use the Websites if you do not agree to these terms.
If you have any comments or questions about these terms, you may contact us at legal@crusoe.ai.
Prohibited Uses
You shall not use the Websites to violate any applicable laws, including to:
- misuse, steal, misappropriate, reverse engineer, or create derivative works based on any of the intellectual property we make available on our Websites, including any of the HTML or source code, scripts, text, artwork, photographs, images, video, audio, or other designs on our Websites (collectively “Content”);
- commit fraud, forgery, or theft of funds, credit cards, or personal information;
- pose as another person or service for the purposes of phishing;
- distribute any materials of a threatening or harmful nature, including threats of physical harm or materials that are malicious, harassing, libelous, defamatory, extortionate, or which would otherwise harm Crusoe’s reputation; and
- distribute any offensive or obscene materials.
You shall not use the Websites to violate, or attempt to violate, the security or integrity our systems or third party systems, including to:
- damage or otherwise interfere with the proper functioning of the Websites, servers, or networks connected to the Websites or take any other action that interferes with any other person’s use of the Websites;
- accessing any non-public areas of the Websites or any other system without authorization;
- decrypt, transfer, or “frame” or “mirror” the Websites on any other server;
- circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Websites;
- delete, modify, hack, or attempt to change or alter the Site or Content; and
- distribute unauthorized data, malware, or other malicious or harmful code
Intellectual Property on Our Websites and in Feedback
Our Websites and all of their Content are protected by copyright and trademark laws and other United States and international laws are our property. We do not grant to you any rights, interest, or title in our Websites or their Content. You may not copy, reproduce, publish, transmit, distribute, perform, display, post, modify, create derivative works from, sell, license or otherwise exploit the Websites or any of the Content without our prior written permission.
You may not access or use the Websites for any competitive or commercial purpose, including building a website competitive to ours. Any unauthorized copying, alteration, distribution, transmission, performance, display, or other use of the Websites or their Content is prohibited.
We grant to you a limited, non-exclusive, non-assignable, non-transferrable license to access and use the Websites and their Content for your own personal, non-commercial purposes.
If you provide us with feedback relating to the use, operation, performance, or functionality of our Websites (“Feedback”), you hereby grant Crusoe a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to use such Feedback for any purpose. You are not entitled to any compensation for Feedback unless expressly agreed to in writing.
Disclaimer of Warranties
We provide the Websites on an “as is” and “as available” basis. To the extent permitted by law, we make no representations or warranties that any Crusoe product descriptions, prices, or Content on the Websites are accurate, complete, reliable, current, or error-free. We specifically disclaim warranties of any kind for the Websites and whether expressed or implied, including but not limited to warranties of non-infringement and title, implied warranties of merchantability or warranties of fitness for a particular purpose. You expressly agree that your access to, viewing of, browsing, visiting or use of the Websites are at your sole risk.
Liability
To the extent permitted by law, under no circumstance will we be liable to you or any third party for lost profits, revenues, financial losses, or indirect, special, consequential, exemplary, or punitive damages. To the extent permitted by law, our total liability to you for any claims under this agreement, including for any implied warranties, is limited to the amount you paid to us pursuant to this agreement during the one month period before your claim arose. The limitations of this section will apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not we have been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Indemnification
You agree to defend, indemnify, and hold us and our officers, members, managers, employees, and agents from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with your use of the Websites, your breach or alleged breach of this agreement, your unauthorized use of the Content, or your violation of any rights of any other person.
Termination
This Agreement is effective until either you or Crusoe terminates it. You can terminate this agreement at any time by discontinuing your use of the Websites. We may also terminate this agreement at any time and for any reason without prior notice to you and accordingly, we may deny you access to the Websites if we believe you fail to comply with any term or condition of this agreement. Termination of this agreement will not affect any right or relief to which we are entitled at law or in equity.
Third Party Links
The Websites may include links to other sites on the Internet. These links are provided for your convenience only. We have no control over such websites and we are not responsible for the availability of such external websites, Further we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites. We strongly encourage you to review any separate terms of use and privacy notices governing those third-party websites.
Miscellaneous
We may discontinue or alter any aspect of the Websites, remove Content, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you.
This agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of New York, without reference to its conflicts or choice of law principles. You agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under this agreement will be in any court located in or having jurisdiction over Denver County, Colorado.You irrevocably submit and consent to the personal jurisdiction of such courts.
These terms control the relationship between Crusoe and you. They do not create any third party beneficiary rights.
Our failure to enforce the provisions of this agreement do not constitute a waiver of our right to enforce them.
If any term or provision of this agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this agreement.
We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement in prosecuting users who violate this agreement.
Crusoe Website Privacy Notice
Effective September 20th 2024
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Crusoe Website Privacy Notice
Introduction
We are excited you have decided to join us in aligning the future of computing with the future of climate. Whether you are an existing customer of our products and services or interested in learning more, we appreciate you trusting Crusoe with your personal information. With this Crusoe Website Privacy Notice (“Website Privacy Notice”), we intend to provide clear information about how we use the personal information you’ve given us and how we process personal information in general.
Scope of this Notice
This Website Privacy Notice describes how we collect and process your personal information when you interact with us on our web properties (such as https://crusoe.ai, collectively “Websites”) or through other online channels (for example, by communicating with us through our Websites or attending one of our events);
This Website Privacy Notice does not apply to the information we collect or process through:
- the Crusoe Cloud Platform, including support channels and payment processing, which is covered under our Crusoe Cloud Platform Privacy Notice;
- other products and services that we may offer; or
- Crusoe’s recruitment and hiring processes, which is covered under our Recruiting Privacy Notice.
Terms Used in This Notice
First things first - if there are any capitalized or defined terms in this Website Privacy Notice that are not defined here, then those terms will have the same definition used in our Website Terms of Use. If you have a different agreement with us, such as one covering your access to and use of the Crusoe Cloud Platform, we’ll use that agreement’s definitions.
When we refer to "Crusoe" throughout this document, or to “we” or “us”, we’re referring to Crusoe Energy Systems LLC, a Delaware limited liability company located at 255 Fillmore Street, Suite 400, Denver, Colorado 80206, US (DE File Num. 7027808), along with its Affiliates. "Affiliates" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. And "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
When we use the term “personal information” in this Website Privacy Notice, we’re talking about a broad range of information. Data protection laws around the world define this concept in different ways, but in general, we mean information that relates to an identifiable, living individual person. This definition does not include aggregated or deidentified data that is maintained in a form that is not reasonably capable of being associated with or linked to you. If we use deidentified data, we will maintain it in deidentified form, and will not attempt to reidentify it. For example, the name and email address you provide on a ‘Contact Us’ form on our website is personal information, but your company name by itself is not, as it does not relate to an individual person.
Crusoe is responsible for making decisions about how the personal information we collect on our Websites is processed. This makes us a controller of the data we process in this notice.
We update this Website Privacy Notice from time to time and we encourage you to review this document periodically. If you have any questions about this Website Privacy Notice or to exercise the privacy rights and choices we offer please contact us at privacy@crusoe.ai.
What Information We Collect and How We Use It
We may collect information a few different ways when you visit one of our Websites:
Information Shared Directly with Crusoe
We collect personal information from you when you submit web forms on our Websites, for example by filling out our ‘Contact Us’ form, requesting access to Crusoe Cloud, signing up for updates from our blog, or registering for events. We may ask for your email address, first and last name, company name, job title, and other similar business information.
We use the information you share directly with Crusoe on our Website to market and promote our products and services, and remind you of events you signed up for. For example, we use your personal information, like your email or physical address, to send you information which we think may be of interest to you and send you marketing communications relating to our business.
If we use the personal information you share with us for other purposes, we will describe them at the time of data collection.
You may opt out of receiving this promotional content by following the instructions contained in each communication that we send to you or by contacting us at the email address provided in the introduction of this notice. If you unsubscribe from our marketing lists, we will continue to contact you regarding administrative matters, and to respond to your requests.
We may also reach out to you via telephone to ask about Crusoe products or services you may be interested in. If you have a call scheduled with a Crusoe representative, we may record and transcribe the call. You will be notified prior to the call that the call is being recorded, and you will be offered an opportunity to opt-out of having the call recorded.
Where required by law, we will only send marketing communications with your consent. You are free to explore some of our Websites without providing any personal information about yourself.
Information We Generate or Collect Automatically
When you visit and interact with our Websites, we and our service providers acting on our behalf automatically collect some minimal metadata about you. We collect this both through normal interaction with our Websites and through technologies like cookies and web beacons. This information includes your IP address, pages you view, your referring address, the device and kind of browser you’re using, the date and time of your visit, and any errors that may occur during your visit. We use this information to help us understand how visitors use our website, to track performance, and to maintain security.
Please see our section on Cookies for more information.
Information We Collect From Third Parties
We may also collect information about you through co-marketing partnerships. For example, you may sign up to a webinar or download a white paper published by Crusoe and a Crusoe co-marketing partner. For more information about how we share data with our partners, review the "How We Share Your Personal Information With Others" provision of this privacy policy.
We may combine the personal information we collect from you with personal information we receive from other sources, such as third party providers of business information and publicly available sources (like social media platforms). This may include physical mail addresses, job titles, email addresses, phone numbers, IP addresses, and social media profiles. This helps us to update and improve our records, identify new customers, create more personalized advertising, suggest products and services that may interest you, and deliver personalized communications and promote events. The collection of your personal information by these other third party providers is governed by the provider’s privacy policy.
Buttons and Content From Other Companies
Our Websites may include features and widgets (such as the share and/or "like" button or interactive mini-programs) that run on our Websites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. These features and widgets are either hosted by a third party or hosted directly on our Websites. This Website Privacy Notice does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them.
How We Share Your Personal Information With Others
Service Providers
We may share personal information with our service providers to support our Websites. For example, we use service providers for data hosting, marketing, and sales support. We may need to share your information with service providers to provide information you request about our products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data or performing statistical analysis on your use of or interactions with our Websites, providing marketing assistance, and supplementing the information you provide us in order to provide you with better service. These service providers are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information in this way, we explicitly require the third party service providers to acknowledge and adhere to our privacy and data protection policies and standards.
Partners
We may share data with trusted Crusoe partners to contact you based on your request to receive such communications, help us perform statistical analysis, provide sales support, or provide customer support. Partners are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your data.
We also may partner with trusted third parties to provide you with co-marketing content that we think may be relevant to you. When you engage with these co-marketing partners, we will tell you who we are sharing data with, and provide a link to the co-marketing partner’s privacy policy so you can learn more about how to opt-out of the partner’s communications. These co-marketing partners are required to adhere to our privacy and data protection policies.
Corporate Events
If Crusoe is involved in a reorganization, merger, acquisition, or sale of assets, we’ll continue to ensure the confidentiality of your personal information and give affected users notice before their personal information becomes subject to a different privacy policy.
Legal Reasons
We may share personal information collected through our Websites outside of Crusoe if we have a good-faith belief that access to, or use, preservation, or disclosure of the information is reasonably necessary to:
- comply with applicable law, regulation, legal process, or enforceable governmental request;
- enforce applicable agreements, including investigation of potential violations;
- detect, prevent, or otherwise address fraud, security, or technical issues; or
- protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
Where possible, we object to legal requests for personal information that we do not believe were issued properly, and if possible we will notify you about such disclosure.
Sale of Personal Information
We use Google Analytics on our Websites, which is a common tool used to provide insights into the traffic we receive. Google Analytics receives your IP address, device type, and other metadata. Because we can’t control that data once it leaves our systems, some U.S. laws call this use a “sale” of personal information. This is the only way which we sell personal information, and you can opt out by installing the Google Analytics Opt-Out Browser Add-on. We provide more information on our sale and sharing of personal information on our Do Not Sell page.
See below for more information about our use of cookies.
Affiliates
We share personal information across our subsidiaries, affiliates and related companies, especially where access to your data is needed to market and sell our products and services. Our affiliates will only use your personal information as described in this Website Privacy Notice.
Consent
We may disclose personal information about an individual to certain other third parties or publicly with their consent or direction.
Your Privacy Rights and Choices
Personal Information Requests
You have rights with respect to your personal information we collect when you interact with our Websites, including the right to access the information we have about you, to correct inaccurate information, to receive a copy of your data, to restrict the use of your data, and to delete your data.
If you want to exercise these rights, please contact us at the email address provided in the introduction of this notice. Please note that to protect personal information, we may verify your identity by a method appropriate to the type of request you are making. Depending on where you reside, you may be entitled to empower an “authorized agent” to submit requests on your behalf. We will require authorized agents to confirm their identity and authority, in accordance with applicable laws. You are entitled to exercise the rights described above free from discrimination.
We will respond to your request to change, correct, or delete your data within a reasonable timeframe and notify you of the action we have taken. In some instances, your rights may be limited, such as where fulfilling your request would impair the rights of others, our ability to provide a service you have requested, or our ability to comply with our legal obligations and enforce our legal rights.
Unsubscribe From Our Communications
You may unsubscribe from our marketing communications by clicking on the "unsubscribe" link located on the bottom of our emails. Crusoe customers cannot opt out of receiving transactional emails related to their account with us, contracts they may have with us, or the Crusoe Cloud Platform.
Data Retention
We retain personal information for as long as necessary to provide you the information you requested, maintain a customer relationship with you, comply with our legal obligations, resolve disputes, enforce our agreements, and carry out other legitimate and lawful business purposes. Because these needs can vary for different data types in the context of different services, actual retention periods can vary significantly based on criteria such as your consent, the sensitivity of the data, and our legal obligations.
Cookies and Tracking Technologies
Crusoe uses common information-gathering tools such as cookies, web beacons, pixels and other similar tracking technologies to automatically collect information as you navigate our Websites, or when you interact with emails we send you. A cookie is a small piece of data, which often includes an anonymous unique identifier, that is sent from a website and stored on your computer’s hard drive. Cookies allow Crusoe to identify your device as you navigate our Websites, to remember your preferences, to identify your device for security purposes, and to maintain statistical reports. They also help you navigate and interact with our Websites more efficiently.
The cookies on our website fall into three categories:
- necessary cookies that are required to use our website, like a login session cookie;
- functional cookies that make our website easier to use, like a preferences cookie; and
- advertising or tracking cookies. These cookies may be set by other sites and used when we send Crusoe’s ads to you on those sites based on your interactions with our Websites, like a Facebook cookie, or they may be used to do some basic analytics on our site, like a Google Analytics cookie.
A web beacon is a small, single-pixel clear image contained within a website or email. When your browser loads the image, the server hosting that image is able to log information about your device and set and read its own cookies. Crusoe may use web beacons on some of our pages, and we sometimes use web beacons in emails that we send you.
Managing Cookie Preferences
You can manage cookie preferences in your browser, although you cannot opt out of necessary cookies and if you opt out of functional cookies, your ability to use our Websites may be impaired. In addition, you can manage cookies in the following ways:
- Do Not Track (DNT) is a signal that some browsers can send that requests that a website disable tracking activity.
- Browser extensions provided by third parties can manage and block cookies based on your preferences.
- You may also visit third party opt-out tools such as the Network Advertising Initiative, the Digital Advertising Alliance, and the European Interactive Digital Advertising Alliance. These opt-out tools are not provided by Crusoe and we cannot assist with them.
Global Privacy Compliance and International Transfers
Crusoe is a global company with customers and operations all over the world, As such, our approach to privacy compliance is global.
Regions Requiring a Legal Basis for Processing Personal Information
If you are from a region that requires a legal basis for processing personal information (such as the EEA or the UK), our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.
However, we will normally collect personal information from you only where we need that personal information to perform a contract with you, where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms, or where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person, such as in the case where we request personal information from you to respond to a request from law enforcement.
Typically, when we use personal information to further our legitimate interests, it is for these limited purposes:
- to understand who the visitors to our Websites are and why they may be interested in our products and services;
- to manage our relationships with our customers;
- to respond to inquiries, requests for information, and
- to conduct sales motions; to detect, prevent, or investigate security incidents, fraud and other crimes.
Cross Border Data Transfers and Onward Transfers
Crusoe is based in the United States and we process personal information in the United States. We also use service providers around the world. This means we may transfer, store and process your personal information outside of the jurisdiction where you live.When we do transfer your personal information, we maintain the same standard of data protection regardless of where the information originates and where it is processed.
When we transfer personal information from the EEA, the UK, or from Switzerland, we rely on data transfer mechanisms such as the Standard Contractual Clauses and the International Data Transfer Agreement. You may obtain a copy of these agreements by contacting us.
When we transfer personal information from countries other than the EEA, the UK, or Switzerland, we strive to comply with those countries’ data protection and data transfer laws, such as by cooperating with that country’s data protection authority or providing a written agreement.
Information About Children
We don’t direct our products and services to children. If we discover that someone under 16 has sent us their personal information through our Websites, we will take reasonable steps to remove that information from our records.
U.S. State-specific Privacy Information
If you are a U.S. resident, we process your personal information in accordance with applicable U.S. state data privacy laws, including the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), the Utah Consumer Privacy Act (UCPA), and the Virginia Consumer Data Protection Act (VCDPA). We don’t discriminate or change our practices based on where you live; all of the visitors to our Websites have the same rights, and that won’t change how we offer you products or services.
You have the right to request that we (i) provide details about the categories of personal information we collect, use, disclose, share, and sell; (ii) provide access to, and a copy of, the personal information we collect about you; (iii) correct any inaccurate personal information we have about you; (iv) restrict the use and disclosure of your sensitive information; (v) delete your personal information; and (vi) opt you out of future “sharing” of personal information for targeted advertising purposes.
We provide this information in this Website Privacy Notice, and our section on Your Privacy Rights and Choices offers steps on exercising these rights.
For California residents, we share your personal information as we describe above, for our business purposes. Please contact us if you would like more specific information.
Resolving Disputes
We aim to resolve any disputes over our data protection practices by working with you to understand your concerns and correct any issues. If something isn’t right or you have any questions, please contact us and we promise to be helpful. If after engaging with us you still are not satisfied, you may have the right to lodge a complaint with your local data protection or privacy agency or supervisory authority. For your local data protection authority’s contact information, please see the EDPB’s website. Crusoe is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. In the event that you have a dispute over an agreement you have with us, please see that agreement regarding how those disputes will be resolved.
Effective August 12th 2024 to September 20th 2024
DownloadTable of Contents
Crusoe Website Privacy Notice
Introduction
We are excited you have decided to join us in aligning the future of computing with the future of climate. Whether you are an existing customer of our products and services or interested in learning more, we appreciate you trusting Crusoe with your personal information. With this Crusoe Website Privacy Notice (“Website Privacy Notice”), we intend to provide clear information about how we use the personal information you’ve given us and how we process personal information in general.
Scope of this Notice
This Website Privacy Notice describes how we collect and process your personal information when you interact with us on our web properties (such as https://crusoe.ai, collectively “Websites”) or through other online channels (for example, by communicating with us through our Websites or attending one of our events);
This Website Privacy Notice does not apply to the information we collect or process through:
- the Crusoe Cloud Platform, including support channels and payment processing, which is covered under our Crusoe Cloud Platform Privacy Notice;
- other products and services that we may offer; or
- Crusoe’s recruitment and hiring processes, which is covered under our Recruiting Privacy Notice.
Terms Used in This Notice
First things first - if there are any capitalized or defined terms in this Website Privacy Notice that are not defined here, then those terms will have the same definition used in our Website Terms of Use. If you have a different agreement with us, such as one covering your access to and use of the Crusoe Cloud Platform, we’ll use that agreement’s definitions.
When we refer to "Crusoe" throughout this document, or to “we” or “us”, we’re referring to Crusoe Energy Systems, LLC along with its Affiliates. "Affiliates" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party. And "Control" means control of greater than 50 percent of the voting rights or equity interests of a party.
When we use the term “personal information” in this Website Privacy Notice, we’re talking about a broad range of information. Data protection laws around the world define this concept in different ways, but in general, we mean information that relates to an identifiable, living individual person. This definition does not include aggregated or deidentified data that is maintained in a form that is not reasonably capable of being associated with or linked to you. If we use deidentified data, we will maintain it in deidentified form, and will not attempt to reidentify it. For example, the name and email address you provide on a ‘Contact Us’ form on our website is personal information, but your company name by itself is not, as it does not relate to an individual person.
Crusoe is responsible for making decisions about how the personal information we collect on our Websites is processed. This makes us a controller of the data we process in this notice.
We update this Website Privacy Notice from time to time and we encourage you to review this document periodically. If you have any questions about this Website Privacy Notice or to exercise the privacy rights and choices we offer please contact us at privacy@crusoe.ai.
What Information We Collect and How We Use It
We may collect information a few different ways when you visit one of our Websites:
Information Shared Directly with Crusoe
We collect personal information from you when you submit web forms on our Websites, for example by filling out our ‘Contact Us’ form, requesting access to Crusoe Cloud, signing up for updates from our blog, or registering for events. We may ask for your email address, first and last name, company name, job title, and other similar business information.
We use the information you share directly with Crusoe on our Website to market and promote our products and services, and remind you of events you signed up for. For example, we use your personal information, like your email or physical address, to send you information which we think may be of interest to you and send you marketing communications relating to our business.
If we use the personal information you share with us for other purposes, we will describe them at the time of data collection.
You may opt out of receiving this promotional content by following the instructions contained in each communication that we send to you or by contacting us at the email address provided in the introduction of this notice. If you unsubscribe from our marketing lists, we will continue to contact you regarding administrative matters, and to respond to your requests.
We may also reach out to you via telephone to ask about Crusoe products or services you may be interested in. If you have a call scheduled with a Crusoe representative, we may record and transcribe the call. You will be notified prior to the call that the call is being recorded, and you will be offered an opportunity to opt-out of having the call recorded.
Where required by law, we will only send marketing communications with your consent. You are free to explore some of our Websites without providing any personal information about yourself.
Information We Generate or Collect Automatically
When you visit and interact with our Websites, we and our service providers acting on our behalf automatically collect some minimal metadata about you. We collect this both through normal interaction with our Websites and through technologies like cookies and web beacons. This information includes your IP address, pages you view, your referring address, the device and kind of browser you’re using, the date and time of your visit, and any errors that may occur during your visit. We use this information to help us understand how visitors use our website, to track performance, and to maintain security.
Please see our section on Cookies for more information.
Information We Collect From Third Parties
We may also collect information about you through co-marketing partnerships. For example, you may sign up to a webinar or download a white paper published by Crusoe and a Crusoe co-marketing partner. For more information about how we share data with our partners, review the "How We Share Your Personal Information With Others" provision of this privacy policy.
We may combine the personal information we collect from you with personal information we receive from other sources, such as third party providers of business information and publicly available sources (like social media platforms). This may include physical mail addresses, job titles, email addresses, phone numbers, IP addresses, and social media profiles. This helps us to update and improve our records, identify new customers, create more personalized advertising, suggest products and services that may interest you, and deliver personalized communications and promote events. The collection of your personal information by these other third party providers is governed by the provider’s privacy policy.
Buttons and Content From Other Companies
Our Websites may include features and widgets (such as the share and/or "like" button or interactive mini-programs) that run on our Websites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. These features and widgets are either hosted by a third party or hosted directly on our Websites. This Website Privacy Notice does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them.
How We Share Your Personal Information With Others
Service Providers
We may share personal information with our service providers to support our Websites. For example, we use service providers for data hosting, marketing, and sales support. We may need to share your information with service providers to provide information you request about our products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data or performing statistical analysis on your use of or interactions with our Websites, providing marketing assistance, and supplementing the information you provide us in order to provide you with better service. These service providers are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information in this way, we explicitly require the third party service providers to acknowledge and adhere to our privacy and data protection policies and standards.
Partners
We may share data with trusted Crusoe partners to contact you based on your request to receive such communications, help us perform statistical analysis, provide sales support, or provide customer support. Partners are prohibited from using your personal information except for these purposes, and they are required to maintain the confidentiality of your data.
We also may partner with trusted third parties to provide you with co-marketing content that we think may be relevant to you. When you engage with these co-marketing partners, we will tell you who we are sharing data with, and provide a link to the co-marketing partner’s privacy policy so you can learn more about how to opt-out of the partner’s communications. These co-marketing partners are required to adhere to our privacy and data protection policies.
Corporate Events
If Crusoe is involved in a reorganization, merger, acquisition, or sale of assets, we’ll continue to ensure the confidentiality of your personal information and give affected users notice before their personal information becomes subject to a different privacy policy.
Legal Reasons
We may share personal information collected through our Websites outside of Crusoe if we have a good-faith belief that access to, or use, preservation, or disclosure of the information is reasonably necessary to:
- comply with applicable law, regulation, legal process, or enforceable governmental request;
- enforce applicable agreements, including investigation of potential violations;
- detect, prevent, or otherwise address fraud, security, or technical issues; or
- protect against harm to the rights, property or safety of Crusoe, our customers, users, and the public as required or permitted by law.
Where possible, we object to legal requests for personal information that we do not believe were issued properly, and if possible we will notify you about such disclosure.
Sale of Personal Information
We use Google Analytics on our Websites, which is a common tool used to provide insights into the traffic we receive. Google Analytics receives your IP address, device type, and other metadata. Because we can’t control that data once it leaves our systems, some U.S. laws call this use a “sale” of personal information. This is the only way which we sell personal information, and you can opt out by installing the Google Analytics Opt-Out Browser Add-on. We provide more information on our sale and sharing of personal information on our Do Not Sell page.
See below for more information about our use of cookies.
Affiliates
We share personal information across our subsidiaries, affiliates and related companies, especially where access to your data is needed to market and sell our products and services. Our affiliates will only use your personal information as described in this Website Privacy Notice.
Consent
We may disclose personal information about an individual to certain other third parties or publicly with their consent or direction.
Your Privacy Rights and Choices
Personal Information Requests
You have rights with respect to your personal information we collect when you interact with our Websites, including the right to access the information we have about you, to correct inaccurate information, to receive a copy of your data, to restrict the use of your data, and to delete your data.
If you want to exercise these rights, please contact us at the email address provided in the introduction of this notice. Please note that to protect personal information, we may verify your identity by a method appropriate to the type of request you are making. Depending on where you reside, you may be entitled to empower an “authorized agent” to submit requests on your behalf. We will require authorized agents to confirm their identity and authority, in accordance with applicable laws. You are entitled to exercise the rights described above free from discrimination.
We will respond to your request to change, correct, or delete your data within a reasonable timeframe and notify you of the action we have taken. In some instances, your rights may be limited, such as where fulfilling your request would impair the rights of others, our ability to provide a service you have requested, or our ability to comply with our legal obligations and enforce our legal rights.
Unsubscribe From Our Communications
You may unsubscribe from our marketing communications by clicking on the "unsubscribe" link located on the bottom of our emails. Crusoe customers cannot opt out of receiving transactional emails related to their account with us, contracts they may have with us, or the Crusoe Cloud Platform.
Data Retention
We retain personal information for as long as necessary to provide you the information you requested, maintain a customer relationship with you, comply with our legal obligations, resolve disputes, enforce our agreements, and carry out other legitimate and lawful business purposes. Because these needs can vary for different data types in the context of different services, actual retention periods can vary significantly based on criteria such as your consent, the sensitivity of the data, and our legal obligations.
Cookies and Tracking Technologies
Crusoe uses common information-gathering tools such as cookies, web beacons, pixels and other similar tracking technologies to automatically collect information as you navigate our Websites, or when you interact with emails we send you. A cookie is a small piece of data, which often includes an anonymous unique identifier, that is sent from a website and stored on your computer’s hard drive. Cookies allow Crusoe to identify your device as you navigate our Websites, to remember your preferences, to identify your device for security purposes, and to maintain statistical reports. They also help you navigate and interact with our Websites more efficiently.
The cookies on our website fall into three categories:
- necessary cookies that are required to use our website, like a login session cookie;
- functional cookies that make our website easier to use, like a preferences cookie; and
- advertising or tracking cookies. These cookies may be set by other sites and used when we send Crusoe’s ads to you on those sites based on your interactions with our Websites, like a Facebook cookie, or they may be used to do some basic analytics on our site, like a Google Analytics cookie.
A web beacon is a small, single-pixel clear image contained within a website or email. When your browser loads the image, the server hosting that image is able to log information about your device and set and read its own cookies. Crusoe may use web beacons on some of our pages, and we sometimes use web beacons in emails that we send you.
Managing Cookie Preferences
You can manage cookie preferences in your browser, although you cannot opt out of necessary cookies and if you opt out of functional cookies, your ability to use our Websites may be impaired. In addition, you can manage cookies in the following ways:
- Do Not Track (DNT) is a signal that some browsers can send that requests that a website disable tracking activity.
- Browser extensions provided by third parties can manage and block cookies based on your preferences.
- You may also visit third party opt-out tools such as the Network Advertising Initiative, the Digital Advertising Alliance, and the European Interactive Digital Advertising Alliance. These opt-out tools are not provided by Crusoe and we cannot assist with them.
Global Privacy Compliance and International Transfers
Crusoe is a global company with customers and operations all over the world, As such, our approach to privacy compliance is global.
Regions Requiring a Legal Basis for Processing Personal Information
If you are from a region that requires a legal basis for processing personal information (such as the EEA or the UK), our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.
However, we will normally collect personal information from you only where we need that personal information to perform a contract with you, where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms, or where we have your consent to do so. In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person, such as in the case where we request personal information from you to respond to a request from law enforcement.
Typically, when we use personal information to further our legitimate interests, it is for these limited purposes:
- to understand who the visitors to our Websites are and why they may be interested in our products and services;
- to manage our relationships with our customers;
- to respond to inquiries, requests for information, and
- to conduct sales motions; to detect, prevent, or investigate security incidents, fraud and other crimes.
Cross Border Data Transfers and Onward Transfers
Crusoe is based in the United States and we process personal information in the United States. We also use service providers around the world. This means we may transfer, store and process your personal information outside of the jurisdiction where you live.When we do transfer your personal information, we maintain the same standard of data protection regardless of where the information originates and where it is processed.
When we transfer personal information from the EEA, the UK, or from Switzerland, we rely on data transfer mechanisms such as the Standard Contractual Clauses and the International Data Transfer Agreement. You may obtain a copy of these agreements by contacting us.
When we transfer personal information from countries other than the EEA, the UK, or Switzerland, we strive to comply with those countries’ data protection and data transfer laws, such as by cooperating with that country’s data protection authority or providing a written agreement.
Information About Children
We don’t direct our products and services to children. If we discover that someone under 16 has sent us their personal information through our Websites, we will take reasonable steps to remove that information from our records.
U.S. State-specific Privacy Information
If you are a U.S. resident, we process your personal information in accordance with applicable U.S. state data privacy laws, including the California Consumer Privacy Act (CCPA), the Colorado Privacy Act (CPA), the Utah Consumer Privacy Act (UCPA), and the Virginia Consumer Data Protection Act (VCDPA). We don’t discriminate or change our practices based on where you live; all of the visitors to our Websites have the same rights, and that won’t change how we offer you products or services.
You have the right to request that we (i) provide details about the categories of personal information we collect, use, disclose, share, and sell; (ii) provide access to, and a copy of, the personal information we collect about you; (iii) correct any inaccurate personal information we have about you; (iv) restrict the use and disclosure of your sensitive information; (v) delete your personal information; and (vi) opt you out of future “sharing” of personal information for targeted advertising purposes.
We provide this information in this Website Privacy Notice, and our section on Your Privacy Rights and Choices offers steps on exercising these rights.
For California residents, we share your personal information as we describe above, for our business purposes. Please contact us if you would like more specific information.
Resolving Disputes
We aim to resolve any disputes over our data protection practices by working with you to understand your concerns and correct any issues. If something isn’t right or you have any questions, please contact us and we promise to be helpful. If after engaging with us you still are not satisfied, you may have the right to lodge a complaint with your local data protection or privacy agency or supervisory authority. For your local data protection authority’s contact information, please see the EDPB’s website. Crusoe is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission. In the event that you have a dispute over an agreement you have with us, please see that agreement regarding how those disputes will be resolved.
Privacy Options
Effective August 12th 2024
DownloadTable of Contents
Do Not Sell or Share My Personal Information
At Crusoe, we are not focused on buying or selling personal information to third parties. However, in limited circumstances, we may "sell" personal information according to the definition in U.S. state privacy laws (like the California Consumer Privacy Act).
This page describes these practices.
Cookies on our Websites
We use Google Analytics on our Websites, which is a common tool used to provide insights into the traffic we receive. Google Analytics receives your IP address, device type, and other metadata. Because we can’t control that data once it leaves our systems, some U.S. laws call this use a “sale” of personal information. You can opt out of our use of this cookie by installing the Google Analytics Opt-Out Browser Add-on.
In addition, you can manage cookies in the following ways:
- Do Not Track (DNT) is a signal that some browsers can send that requests that a website disable tracking activity.
- Browser extensions provided by third parties can manage and block cookies based on your preferences.
- You may also visit third party opt-out tools such as the Network Advertising Initiative, the Digital Advertising Alliance, and the European Interactive Digital Advertising Alliance. These opt-out tools are not provided by Crusoe and we cannot assist with them.
Crusoe Recruiting Privacy Notice
Effective December 4th 2024
DownloadTable of Contents
Recruiting Privacy Notice
1. Introduction, definitions and scope
This Recruiting Privacy Notice (this “notice”) focuses on the recruitment and/or hiring process and explains the type of information Crusoe (“we”, “us” “our”) processes, why we are processing it and how that processing may affect you. This notice applies to individuals who apply to open positions with us, who we contact for or express interest in employment with us, or who undergo an interview or assessment with us (“Candidate”). This notice also applies to individuals in contingent and non-permanent positions, such as agents, independent contractors, consultants, temporary contract workers, professional advisors, and interns. This notice describes the rights that you may have in relation to the personal data that we process about you. It does not apply to individuals who interact with other Crusoe content and are subject to our Privacy Policy or employees, who are subject to our Employee Privacy Policy.
If you are unable to access this notice due to a disability or any physical or mental impairment, please contact us and we will arrange to supply you with the information you need in an alternative format that you can access.
Definitions
"Personal data" means any information relating to an identified or identifiable individual.
"Processing" means doing anything with personal data. For example, it includes collecting it, holding it, disclosing it or deleting it. The terms “Process”, “Processes”, and “Processed” will be construed accordingly.
“Sensitive information” means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sexual orientation, sex life, trade union membership, genetic and biometric data, and other personal data subject to special protection and considered by applicable data protection law to be "sensitive information".
Your personal data
We process your personal data for the purposes of fulfilling our recruitment practices. Most of the personal data that we process about you comes from you. For example, you tell us your contact details, like your first and last name, email address, and phone number. Other personal data about you is generated from references and third party companies such as recruitment agencies, and information about you that is available on the internet, such as from Facebook, LinkedIn, and Google. Your personal data will be seen internally by managers, administrators and HR. We may also share your data with external law firms for assessment of employment permits and visa options.
We may process the following types of personal data about you:
- identification and contact details (such as your name, address, telephone/email address and other contact information);
- educational and employment background (such as academic/professional qualifications, job qualifications, education, CV/résumé, transcripts and employment references);
- job application information (such as the roles for which you are applying, your job application and related documentation/communications, cover letters, information from interviews and phone screenings, compensation/benefits requests, office and relocation information);
- national identifiers (such as national ID/passport, immigration status, work authorizations, visas, social security numbers);
- race/ethnicity information in certain jurisdictions or gender identity information (this is optional and is anonymized);
- inferences about you (which could include assessments or conclusions made about your qualifications based on data collected during the application process or from other sources);
- previous applications/roles (information relating to previous applications you have made to us and/or any previous employment history at Crusoe); and
- other personal data, in instances when you interact with us online, by phone or mail in the context of receiving help through our help desks or other support channels, if applicable.
2. Retention of your personal data
If you are offered and accept a role at Crusoe, the personal data collected during the recruitment process will be kept on your personnel/ employee file in accordance with our Employee Privacy Notice. If you are unsuccessful in your application, we retain the personal data that you provided to us to comply with the law and for a reasonable period of time where we have an ongoing legitimate business need to do so. When we have no ongoing legitimate business need to process your personal data, we securely delete the information or anonymise it or, if this is not possible, then we will securely store your personal data and isolate it from any further processing until deletion is possible. Generally, this means your personal data will be kept for the duration of the application process plus a reasonable period of time after confirmation that your application was unsuccessful to consider you for future job opportunities that may become available. If you do not wish to be considered for future opportunities or would like to delete this information from the servers at an earlier date, you can request to do so as described below in Section 6.
3. International Transfers
- As a global organization headquartered in Denver, Colorado in the United States, we also have offices, affiliates, subsidiaries, and employees located around the world. Therefore, in connection with our business and for employment, administrative, management and legal purposes, we may transfer your personal data outside of your country of residence which may include transfers outside the European Economic Area (“EEA”), Switzerland, or the United Kingdom (“UK”) to members of our group and to service providers or sub-processors. Where necessary, these transfers are covered by an agreement ensuring appropriate and suitable safeguards with our group members.
- We rely upon the Standard Contractual Clauses (approved by the European Commission and Swiss authorities) and UK Addendum to the Standard Contractual Clauses (approved by the UK authorities), as well as additional safeguards where appropriate. We may also utilize addendums and other data transfer agreements specific to certain countries as required. If you have further questions, please contact Crusoe by emailing privacy@crusoe.ai.
4. Purpose and legal grounds for processing personal data
What are the grounds for processing?
Under applicable data protection law, there are various grounds on which we can rely when processing your personal data. In some contexts more than one ground applies. These include but are not limited to Legal Obligation, Legitimate Interests, Contract and Consent as outlined in examples below:
Term | Ground for Processing | Explanation |
Legal obligation | Processing necessary to comply with our legal obligations | Ensuring we perform our legal and regulatory obligations. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in the recruitment process. |
Legitimate interests | Processing necessary for our legitimate interests | We have legitimate interests in carrying on, managing and administering our business and for recruitment purposes. Your data will not be processed on this basis if our interests are overridden by your own interests, rights and freedoms. |
Consent | You have given specific consent to processing your data | When we rely on consent, we’ll ask you in advance for your affirmative permission to use your data for the specific purpose identified. You will have been presented with a consent form or other mechanism in relation to any such use and may withdraw your consent by the means stated in this Recruiting Privacy Notice |
Contract | Processing necessary prior to entering into a contract with you | We process your personal data in preparation for potentially entering into an employment contract with you. |
Processing sensitive information
During the recruitment process, we try not to collect or process any sensitive information unless authorized by law or where necessary to comply with applicable laws. If we process sensitive information about you, as well as ensuring that one of the grounds for processing mentioned above applies,we will make sure that one of the grounds for processing sensitive information applies, including (for example) that the processing is for equality and diversity purposes to the extent permitted by law.
5. Candidate personal data we collect and our purposes
Examples of the data and the grounds on which we process data are explained below.
Purpose | Examples of personal data that may be processed | Grounds for processing |
Recruitment, contacting your references, conducting background checks, exercising or defending legal rights (in relation to recruitment disputes) | Information concerning your application and our assessment of it (for example, this could include interview recordings by Crusoe in limited situations), your references, any checks we may make to verify information provided, background checks or any information connected with your right to work, as well as desired compensation information. We may also contact you about your application and/or the hiring process, or for future job opportunities that may become available. | Legitimate interests Contract Consent |
Complying with our legal obligations (e.g., health and safety, anti-discrimination, and immigration laws and regulations) | Information concerning accommodations during the recruitment process. For example, to provide accommodations requested for physical or mental conditions during the recruitment process. Additionally, ensuring we perform our legal and regulatory obligations in the recruitment process. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in checking visa and immigration status for work eligibility. | Legal obligation |
Contacting you or others on your behalf | Your address, email address and phone number. | Legitimate interests |
Monitoring of diversity and equal opportunities | Information on your nationality, racial and ethnic origin, gender, sexual orientation, religion, disability and age. | Legitimate interests |
Who can see your data?
Your personal data may be disclosed to managers, HR and administrators for employment, administrative and management purposes as mentioned in this document. We may also share your data with service providers, such as platform providers; law enforcement, government agencies and other recipients for legal, security and safety purposes; external law firms or other professional advisors for assessment of employment matters, permits, and visa options; or in connection with a corporate transaction.
6. Access to your personal data and other rights
Your Data Subject Rights:
You may have certain rights in relation to your personal data. We will honor these rights to the extent required by law. You can request access, correction, updates, deletion, restriction of processing of your personal data or you may object to the processing of your personal data.
If you make a request, please note that to protect personal data, we may verify your identity by a method appropriate to the type of request you are making.
If you exercise the right of an access request, and we hold personal data about you, we are required to provide you with information on it, including a description and copy of the personal data and an explanation of why we are processing it. You may also have the right to be given your data in a machine readable format for transmitting to another data controller though this right is unlikely to be relevant to you in the context of our recruitment processes.
We are unlikely to rely on consent as a ground for processing. However, if we do, you may withdraw consent at any time — though if you do so that will not affect the lawfulness of what we have done before you withdraw consent.
To exercise any of these data subject rights, please email the following information to privacy@crusoe.ai:
- Full Name
- Email address
- Type of Request (Download, Transfer, Delete or Update Inaccuracies)
- Additional Information (e.g., any data use concerns)
7. California privacy rights
Applicability
This section applies only to California candidates. For purposes of this section "Personal Information" has the meaning given in the California Consumer Privacy Act (“CCPA”). It describes how we collect, use, and share California candidates' Personal Information in our role as a prospective employer and the rights applicable to such residents. Crusoe is a business and does not sell Personal Information. We may share Personal Information with third parties if those third parties are authorized service providers or business partners who have agreed to our contractual limitations as to their retention, use, and disclosure of such Personal Information.
Your California rights
You have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.
The right of access means that you have the right to request that we disclose what Personal Information we have collected, used and disclosed about you in the past 12 months.
The right of deletion means that you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.
The right to non-discrimination means that you will not receive any discriminatory treatment when you exercise one of your privacy rights.
You also have the right to request correction of your Personal Information and limit the use and disclosure of your Sensitive Personal Information.
Crusoe does not sell Personal Information to third parties (pursuant to California Civil Code §§ 1798.100–1798.199, also known as the California Consumer Privacy Act of 2018).
How to exercise your California rights
You can exercise your rights yourself or you can alternatively designate an authorized agent to exercise these rights on your behalf. Please note that to protect your Personal Information, we will verify your identity by a method appropriate to the type of request you are making. We may also request that your authorized agent have written permission from you to make requests on your behalf, and we may also need to verify your authorized agent's identity to protect your Personal Information.
Please use the contact details below, if you would like to:
- Access this policy in an alternate format;
- Exercise your rights;
- Learn more about your rights or our privacy practices; or
- Designate an authorized agent to make a request on your behalf.
8. Text Messaging
If you opt-in, your mobile contact information will be used to send you updates on your candidacy, including updates on your job application and reminders about scheduled interviews. If at any time you want to stop receiving text communications regarding your candidacy, reply with ‘STOP’.
We will not share mobile contact information with third parties or affiliates for marketing or promotional purposes. However, we may share your mobile contact information and SMS opt-in or consent status with third parties that assist us in providing messaging services.
9. Complaints
You may file a complaint with a data protection authority for your country or region where you have your habitual residence, where you work, or where an alleged infringement of applicable data protection law occurs. A list of EEA data protection authorities is available here, and the contact details for the UK Information Commissioner’s Office is available here.
10. Contact details
The Crusoe entity to which you applied for a job is the controller of your personal data. Please contact us by emailing privacy@crusoe.ai or by postal mail at:
Data Protection Officer:
Crusoe Energy Systems LLC
255 Fillmore St, Suite 400
Denver, CO 80206
USA
Crusoe Energy Systems LLC
255 Fillmore St, Suite 400
Denver, CO 80206
USA
We have appointed Crusoe AI Ireland Limited as Crusoe’s EU representative under Article 27 of the GDPR. You may contact our EU representative at privacy@crusoe.ai.
11. Modification and status of this Notice
This notice does not form part of your contract of employment and does not create contractual rights or obligations. It may be amended by us at any time. The date at the top of this notice indicates when it was last revised. Any changes will become effective when we post the revised Privacy Notice on this page.
Effective December 3rd 2024 to December 4th 2024
DownloadTable of Contents
Recruiting Privacy Notice
1. Introduction, definitions and scope
This Recruiting Privacy Notice (this “notice”) focuses on the recruitment and/or hiring process and explains the type of information Crusoe (“we”, “us” “our”) processes, why we are processing it and how that processing may affect you. This notice applies to individuals who apply to open positions with us, who we contact for or express interest in employment with us, or who undergo an interview or assessment with us (“Candidate”). This notice also applies to individuals in contingent and non-permanent positions, such as agents, independent contractors, consultants, temporary contract workers, professional advisors, and interns. This notice describes the rights that you may have in relation to the personal data that we process about you. It does not apply to individuals who interact with other Crusoe content and are subject to our Privacy Policy or employees, who are subject to our Employee Privacy Policy.
If you are unable to access this notice due to a disability or any physical or mental impairment, please contact us and we will arrange to supply you with the information you need in an alternative format that you can access.
Definitions
"Personal data" means any information relating to an identified or identifiable individual.
"Processing" means doing anything with personal data. For example, it includes collecting it, holding it, disclosing it or deleting it. The terms “Process”, “Processes”, and “Processed” will be construed accordingly.
“Sensitive information” means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sexual orientation, sex life, trade union membership, genetic and biometric data, and other personal data subject to special protection and considered by applicable data protection law to be "sensitive information".
Your personal data
We process your personal data for the purposes of fulfilling our recruitment practices. Most of the personal data that we process about you comes from you. For example, you tell us your contact details, like your first and last name, email address, and phone number. Other personal data about you is generated from references and third party companies such as recruitment agencies, and information about you that is available on the internet, such as from Facebook, LinkedIn, and Google. Your personal data will be seen internally by managers, administrators and HR. We may also share your data with external law firms for assessment of employment permits and visa options.
We may process the following types of personal data about you:
- identification and contact details (such as your name, address, telephone/email address and other contact information);
- educational and employment background (such as academic/professional qualifications, job qualifications, education, CV/résumé, transcripts and employment references);
- job application information (such as the roles for which you are applying, your job application and related documentation/communications, cover letters, information from interviews and phone screenings, compensation/benefits requests, office and relocation information);
- national identifiers (such as national ID/passport, immigration status, work authorizations, visas, social security numbers);
- race/ethnicity information in certain jurisdictions or gender identity information (this is optional and is anonymized);
- inferences about you (which could include assessments or conclusions made about your qualifications based on data collected during the application process or from other sources);
- previous applications/roles (information relating to previous applications you have made to us and/or any previous employment history at Crusoe); and
- other personal data, in instances when you interact with us online, by phone or mail in the context of receiving help through our help desks or other support channels, if applicable.
2. Retention of your personal data
If you are offered and accept a role at Crusoe, the personal data collected during the recruitment process will be kept on your personnel/ employee file in accordance with our Employee Privacy Notice. If you are unsuccessful in your application, we retain the personal data that you provided to us to comply with the law and for a reasonable period of time where we have an ongoing legitimate business need to do so. When we have no ongoing legitimate business need to process your personal data, we securely delete the information or anonymise it or, if this is not possible, then we will securely store your personal data and isolate it from any further processing until deletion is possible. Generally, this means your personal data will be kept for the duration of the application process plus a reasonable period of time after confirmation that your application was unsuccessful to consider you for future job opportunities that may become available. If you do not wish to be considered for future opportunities or would like to delete this information from the servers at an earlier date, you can request to do so as described below in Section 6.
3. International Transfers
- As a global organization headquartered in Denver, Colorado in the United States, we also have offices, affiliates, subsidiaries, and employees located around the world. Therefore, in connection with our business and for employment, administrative, management and legal purposes, we may transfer your personal data outside of your country of residence which may include transfers outside the European Economic Area (“EEA”), Switzerland, or the United Kingdom (“UK”) to members of our group and to service providers or sub-processors. Where necessary, these transfers are covered by an agreement ensuring appropriate and suitable safeguards with our group members.
- We rely upon the Standard Contractual Clauses (approved by the European Commission and Swiss authorities) and UK Addendum to the Standard Contractual Clauses (approved by the UK authorities), as well as additional safeguards where appropriate. We may also utilize addendums and other data transfer agreements specific to certain countries as required. If you have further questions, please contact Crusoe by emailing privacy@crusoe.ai.
4. Purpose and legal grounds for processing personal data
What are the grounds for processing?
Under applicable data protection law, there are various grounds on which we can rely when processing your personal data. In some contexts more than one ground applies. These include but are not limited to Legal Obligation, Legitimate Interests, Contract and Consent as outlined in examples below:
Term | Ground for Processing | Explanation |
Legal obligation | Processing necessary to comply with our legal obligations | Ensuring we perform our legal and regulatory obligations. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in the recruitment process. |
Legitimate interests | Processing necessary for our legitimate interests | We have legitimate interests in carrying on, managing and administering our business and for recruitment purposes. Your data will not be processed on this basis if our interests are overridden by your own interests, rights and freedoms. |
Consent | You have given specific consent to processing your data | When we rely on consent, we’ll ask you in advance for your affirmative permission to use your data for the specific purpose identified. You will have been presented with a consent form or other mechanism in relation to any such use and may withdraw your consent by the means stated in this Recruiting Privacy Notice |
Contract | Processing necessary prior to entering into a contract with you | We process your personal data in preparation for potentially entering into an employment contract with you. |
Processing sensitive information
During the recruitment process, we try not to collect or process any sensitive information unless authorized by law or where necessary to comply with applicable laws. If we process sensitive information about you, as well as ensuring that one of the grounds for processing mentioned above applies,we will make sure that one of the grounds for processing sensitive information applies, including (for example) that the processing is for equality and diversity purposes to the extent permitted by law.
5. Candidate personal data we collect and our purposes
Examples of the data and the grounds on which we process data are explained below.
Purpose | Examples of personal data that may be processed | Grounds for processing |
Recruitment, contacting your references, conducting background checks, exercising or defending legal rights (in relation to recruitment disputes) | Information concerning your application and our assessment of it (for example, this could include interview recordings by Crusoe in limited situations), your references, any checks we may make to verify information provided, background checks or any information connected with your right to work, as well as desired compensation information. We may also contact you about your application and/or the hiring process, or for future job opportunities that may become available. | Legitimate interests Contract Consent |
Complying with our legal obligations (e.g., health and safety, anti-discrimination, and immigration laws and regulations) | Information concerning accommodations during the recruitment process. For example, to provide accommodations requested for physical or mental conditions during the recruitment process. Additionally, ensuring we perform our legal and regulatory obligations in the recruitment process. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in checking visa and immigration status for work eligibility. | Legal obligation |
Contacting you or others on your behalf | Your address, email address and phone number. | Legitimate interests |
Monitoring of diversity and equal opportunities | Information on your nationality, racial and ethnic origin, gender, sexual orientation, religion, disability and age. | Legitimate interests |
Who can see your data?
Your personal data may be disclosed to managers, HR and administrators for employment, administrative and management purposes as mentioned in this document. We may also share your data with service providers, such as platform providers; law enforcement, government agencies and other recipients for legal, security and safety purposes; external law firms or other professional advisors for assessment of employment matters, permits, and visa options; or in connection with a corporate transaction.
6. Access to your personal data and other rights
Your Data Subject Rights:
You may have certain rights in relation to your personal data. We will honor these rights to the extent required by law. You can request access, correction, updates, deletion, restriction of processing of your personal data or you may object to the processing of your personal data.
If you make a request, please note that to protect personal data, we may verify your identity by a method appropriate to the type of request you are making.
If you exercise the right of an access request, and we hold personal data about you, we are required to provide you with information on it, including a description and copy of the personal data and an explanation of why we are processing it. You may also have the right to be given your data in a machine readable format for transmitting to another data controller though this right is unlikely to be relevant to you in the context of our recruitment processes.
We are unlikely to rely on consent as a ground for processing. However, if we do, you may withdraw consent at any time — though if you do so that will not affect the lawfulness of what we have done before you withdraw consent.
To exercise any of these data subject rights, please email the following information to privacy@crusoe.ai:
- Full Name
- Email address
- Type of Request (Download, Transfer, Delete or Update Inaccuracies)
- Additional Information (e.g., any data use concerns)
7. California privacy rights
Applicability
This section applies only to California candidates. For purposes of this section "Personal Information" has the meaning given in the California Consumer Privacy Act (“CCPA”). It describes how we collect, use, and share California candidates' Personal Information in our role as a prospective employer and the rights applicable to such residents. Crusoe is a business and does not sell Personal Information. We may share Personal Information with third parties if those third parties are authorized service providers or business partners who have agreed to our contractual limitations as to their retention, use, and disclosure of such Personal Information.
Your California rights
You have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.
The right of access means that you have the right to request that we disclose what Personal Information we have collected, used and disclosed about you in the past 12 months.
The right of deletion means that you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.
The right to non-discrimination means that you will not receive any discriminatory treatment when you exercise one of your privacy rights.
You also have the right to request correction of your Personal Information and limit the use and disclosure of your Sensitive Personal Information.
Crusoe does not sell Personal Information to third parties (pursuant to California Civil Code §§ 1798.100–1798.199, also known as the California Consumer Privacy Act of 2018).
How to exercise your California rights
You can exercise your rights yourself or you can alternatively designate an authorized agent to exercise these rights on your behalf. Please note that to protect your Personal Information, we will verify your identity by a method appropriate to the type of request you are making. We may also request that your authorized agent have written permission from you to make requests on your behalf, and we may also need to verify your authorized agent's identity to protect your Personal Information.
Please use the contact details below, if you would like to:
- Access this policy in an alternate format;
- Exercise your rights;
- Learn more about your rights or our privacy practices; or
- Designate an authorized agent to make a request on your behalf.
8. Text Messaging
If you opt-in, your mobile contact information will be used to send you updates on your candidacy, including updates on your job application and reminders about scheduled interviews. If at any time you want to stop receiving text communications regarding your candidacy, reply with ‘STOP’.
We will not share mobile contact information with third parties or affiliates for marketing or promotional purposes. However, we may share your mobile contact information and SMS opt-in or consent status with third parties that assist us in providing messaging services.
9. Complaints
You may file a complaint with a data protection authority for your country or region where you have your habitual residence, where you work, or where an alleged infringement of applicable data protection law occurs. A list of EEA data protection authorities is available here, and the contact details for the UK Information Commissioner’s Office is available here.
10. Contact details
The Crusoe entity to which you applied for a job is the controller of your personal data. Please contact us by emailing privacy@crusoe.ai or by postal mail at:
Data Protection Officer:
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
We have appointed Crusoe AI Ireland Limited as Crusoe’s EU representative under Article 27 of the GDPR. You may contact our EU representative at privacy@crusoe.ai.
11. Modification and status of this Notice
This notice does not form part of your contract of employment and does not create contractual rights or obligations. It may be amended by us at any time. The date at the top of this notice indicates when it was last revised. Any changes will become effective when we post the revised Privacy Notice on this page.
Effective July 30th 2024 to December 3rd 2024
DownloadTable of Contents
Recruiting Privacy Notice
1. Introduction, definitions and scope
This Recruiting Privacy Notice (this “notice”) focuses on the recruitment and/or hiring process and explains the type of information Crusoe (“we”, “us” “our”) processes, why we are processing it and how that processing may affect you. This notice applies to individuals who apply to open positions with us, who we contact for or express interest in employment with us, or who undergo an interview or assessment with us (“Candidate”). This notice also applies to individuals in contingent and non-permanent positions, such as agents, independent contractors, consultants, temporary contract workers, professional advisors, and interns. This notice describes the rights that you may have in relation to the personal data that we process about you. It does not apply to individuals who interact with other Crusoe content and are subject to our Privacy Policy or employees, who are subject to our Employee Privacy Policy.
If you are unable to access this notice due to a disability or any physical or mental impairment, please contact us and we will arrange to supply you with the information you need in an alternative format that you can access.
Definitions
"Personal data" means any information relating to an identified or identifiable individual.
"Processing" means doing anything with personal data. For example, it includes collecting it, holding it, disclosing it or deleting it. The terms “Process”, “Processes”, and “Processed” will be construed accordingly.
“Sensitive information” means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sexual orientation, sex life, trade union membership, genetic and biometric data, and other personal data subject to special protection and considered by applicable data protection law to be "sensitive information".
Your personal data
We process your personal data for the purposes of fulfilling our recruitment practices. Most of the personal data that we process about you comes from you. For example, you tell us your contact details, like your first and last name, email address, and phone number. Other personal data about you is generated from references and third party companies such as recruitment agencies, and information about you that is available on the internet, such as from Facebook, LinkedIn, and Google. Your personal data will be seen internally by managers, administrators and HR. We may also share your data with external law firms for assessment of employment permits and visa options.
We may process the following types of personal data about you:
- identification and contact details (such as your name, address, telephone/email address and other contact information);
- educational and employment background (such as academic/professional qualifications, job qualifications, education, CV/résumé, transcripts and employment references);
- job application information (such as the roles for which you are applying, your job application and related documentation/communications, cover letters, information from interviews and phone screenings, compensation/benefits requests, office and relocation information);
- national identifiers (such as national ID/passport, immigration status, work authorizations, visas, social security numbers);
- race/ethnicity information in certain jurisdictions or gender identity information (this is optional and is anonymized);
- inferences about you (which could include assessments or conclusions made about your qualifications based on data collected during the application process or from other sources);
- previous applications/roles (information relating to previous applications you have made to us and/or any previous employment history at Crusoe); and
- other personal data, in instances when you interact with us online, by phone or mail in the context of receiving help through our help desks or other support channels, if applicable.
2. Retention of your personal data
If you are offered and accept a role at Crusoe, the personal data collected during the recruitment process will be kept on your personnel/ employee file in accordance with our Employee Privacy Notice. If you are unsuccessful in your application, we retain the personal data that you provided to us to comply with the law and for a reasonable period of time where we have an ongoing legitimate business need to do so. When we have no ongoing legitimate business need to process your personal data, we securely delete the information or anonymise it or, if this is not possible, then we will securely store your personal data and isolate it from any further processing until deletion is possible. Generally, this means your personal data will be kept for the duration of the application process plus a reasonable period of time after confirmation that your application was unsuccessful to consider you for future job opportunities that may become available. If you do not wish to be considered for future opportunities or would like to delete this information from the servers at an earlier date, you can request to do so as described below in Section 6.
3. International Transfers
- As a global organization headquartered in Denver, Colorado in the United States, we also have offices, affiliates, subsidiaries, and employees located around the world. Therefore, in connection with our business and for employment, administrative, management and legal purposes, we may transfer your personal data outside of your country of residence which may include transfers outside the European Economic Area (“EEA”), Switzerland, or the United Kingdom (“UK”) to members of our group and to service providers or sub-processors. Where necessary, these transfers are covered by an agreement ensuring appropriate and suitable safeguards with our group members.
- We rely upon the Standard Contractual Clauses (approved by the European Commission and Swiss authorities) and UK Addendum to the Standard Contractual Clauses (approved by the UK authorities), as well as additional safeguards where appropriate. We may also utilize addendums and other data transfer agreements specific to certain countries as required. If you have further questions, please contact Crusoe by emailing privacy@crusoe.ai.
4. Purpose and legal grounds for processing personal data
What are the grounds for processing?
Under applicable data protection law, there are various grounds on which we can rely when processing your personal data. In some contexts more than one ground applies. These include but are not limited to Legal Obligation, Legitimate Interests, Contract and Consent as outlined in examples below:
Term | Ground for Processing | Explanation |
Legal obligation | Processing necessary to comply with our legal obligations | Ensuring we perform our legal and regulatory obligations. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in the recruitment process. |
Legitimate interests | Processing necessary for our legitimate interests | We have legitimate interests in carrying on, managing and administering our business and for recruitment purposes. Your data will not be processed on this basis if our interests are overridden by your own interests, rights and freedoms. |
Consent | You have given specific consent to processing your data | When we rely on consent, we’ll ask you in advance for your affirmative permission to use your data for the specific purpose identified. You will have been presented with a consent form or other mechanism in relation to any such use and may withdraw your consent by the means stated in this Recruiting Privacy Notice |
Contract | Processing necessary prior to entering into a contract with you | We process your personal data in preparation for potentially entering into an employment contract with you. |
Processing sensitive information
During the recruitment process, we try not to collect or process any sensitive information unless authorized by law or where necessary to comply with applicable laws. If we process sensitive information about you, as well as ensuring that one of the grounds for processing mentioned above applies,we will make sure that one of the grounds for processing sensitive information applies, including (for example) that the processing is for equality and diversity purposes to the extent permitted by law.
5. Candidate personal data we collect and our purposes
Examples of the data and the grounds on which we process data are explained below.
Purpose | Examples of personal data that may be processed | Grounds for processing |
Recruitment, contacting your references, conducting background checks, exercising or defending legal rights (in relation to recruitment disputes) | Information concerning your application and our assessment of it (for example, this could include interview recordings by Crusoe in limited situations), your references, any checks we may make to verify information provided, background checks or any information connected with your right to work, as well as desired compensation information. We may also contact you about your application and/or the hiring process, or for future job opportunities that may become available. | Legitimate interests Contract Consent |
Complying with our legal obligations (e.g., health and safety, anti-discrimination, and immigration laws and regulations) | Information concerning accommodations during the recruitment process. For example, to provide accommodations requested for physical or mental conditions during the recruitment process. Additionally, ensuring we perform our legal and regulatory obligations in the recruitment process. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in checking visa and immigration status for work eligibility. | Legal obligation |
Contacting you or others on your behalf | Your address, email address and phone number. | Legitimate interests |
Monitoring of diversity and equal opportunities | Information on your nationality, racial and ethnic origin, gender, sexual orientation, religion, disability and age. | Legitimate interests |
Who can see your data?
Your personal data may be disclosed to managers, HR and administrators for employment, administrative and management purposes as mentioned in this document. We may also share your data with service providers, such as platform providers; law enforcement, government agencies and other recipients for legal, security and safety purposes; external law firms or other professional advisors for assessment of employment matters, permits, and visa options; or in connection with a corporate transaction.
6. Access to your personal data and other rights
Your Data Subject Rights:
You may have certain rights in relation to your personal data. We will honor these rights to the extent required by law. You can request access, correction, updates, deletion, restriction of processing of your personal data or you may object to the processing of your personal data.
If you make a request, please note that to protect personal data, we may verify your identity by a method appropriate to the type of request you are making.
If you exercise the right of an access request, and we hold personal data about you, we are required to provide you with information on it, including a description and copy of the personal data and an explanation of why we are processing it. You may also have the right to be given your data in a machine readable format for transmitting to another data controller though this right is unlikely to be relevant to you in the context of our recruitment processes.
We are unlikely to rely on consent as a ground for processing. However, if we do, you may withdraw consent at any time — though if you do so that will not affect the lawfulness of what we have done before you withdraw consent.
To exercise any of these data subject rights, please email the following information to privacy@crusoe.ai:
- Full Name
- Email address
- Type of Request (Download, Transfer, Delete or Update Inaccuracies)
- Additional Information (e.g., any data use concerns)
7. California privacy rights
Applicability
This section applies only to California candidates. For purposes of this section "Personal Information" has the meaning given in the California Consumer Privacy Act (“CCPA”). It describes how we collect, use, and share California candidates' Personal Information in our role as a prospective employer and the rights applicable to such residents. Crusoe is a business and does not sell Personal Information. We may share Personal Information with third parties if those third parties are authorized service providers or business partners who have agreed to our contractual limitations as to their retention, use, and disclosure of such Personal Information.
Your California rights
You have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.
The right of access means that you have the right to request that we disclose what Personal Information we have collected, used and disclosed about you in the past 12 months.
The right of deletion means that you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.
The right to non-discrimination means that you will not receive any discriminatory treatment when you exercise one of your privacy rights.
You also have the right to request correction of your Personal Information and limit the use and disclosure of your Sensitive Personal Information.
Crusoe does not sell Personal Information to third parties (pursuant to California Civil Code §§ 1798.100–1798.199, also known as the California Consumer Privacy Act of 2018).
How to exercise your California rights
You can exercise your rights yourself or you can alternatively designate an authorized agent to exercise these rights on your behalf. Please note that to protect your Personal Information, we will verify your identity by a method appropriate to the type of request you are making. We may also request that your authorized agent have written permission from you to make requests on your behalf, and we may also need to verify your authorized agent's identity to protect your Personal Information.
Please use the contact details below, if you would like to:
- Access this policy in an alternate format;
- Exercise your rights;
- Learn more about your rights or our privacy practices; or
- Designate an authorized agent to make a request on your behalf.
8. Complaints
You may file a complaint with a data protection authority for your country or region where you have your habitual residence, where you work, or where an alleged infringement of applicable data protection law occurs. A list of EEA data protection authorities is available here, and the contact details for the UK Information Commissioner’s Office is available here.
9. Contact details
The Crusoe entity to which you applied for a job is the controller of your personal data. Please contact us by emailing privacy@crusoe.ai or by postal mail at:
Data Protection Officer:
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
We have appointed Crusoe AI Ireland Limited as Crusoe’s EU representative under Article 27 of the GDPR. You may contact our EU representative at privacy@crusoe.ai.
10. Modification and status of this Notice
This notice does not form part of your contract of employment and does not create contractual rights or obligations. It may be amended by us at any time. The date at the top of this notice indicates when it was last revised. Any changes will become effective when we post the revised Privacy Notice on this page.
Effective July 29th 2024 to July 30th 2024
DownloadTable of Contents
Crusoe Recruiting Privacy Notice
1. Introduction, definitions and scope
This Recruitment Privacy Notice (this “notice”) focuses on the recruitment and/or hiring process and explains the type of information Crusoe (“we”, “us” “our”) processes, why we are processing it and how that processing may affect you. This notice applies to individuals who apply to open positions with us, who we contact for or express interest in employment with us, or who undergo an interview or assessment with us (“Candidate”). This notice also applies to individuals in contingent and non-permanent positions, such as agents, independent contractors, consultants, temporary contract workers, professional advisors, and interns. This notice describes the rights that you may have in relation to the personal data that we process about you. It does not apply to individuals who interact with other Crusoe content and are subject to our Privacy Policy or employees, who are subject to our Employee Privacy Policy.
If you are unable to access this notice due to a disability or any physical or mental impairment, please contact us and we will arrange to supply you with the information you need in an alternative format that you can access.
As used in this notice:
"Personal data" means any information relating to an identified or identifiable individual.
"Processing" means doing anything with personal data. For example, it includes collecting it, holding it, disclosing it or deleting it. The terms “Process”, “Processes”, and “Processed” will be construed accordingly.
“Sensitive information” means personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, health, sexual orientation, sex life, trade union membership, genetic and biometric data, and other personal data subject to special protection and considered by applicable data protection law to be "sensitive information".
Your personal data:
We process your personal data for the purposes of fulfilling our recruitment practices. Most of the personal data that we process about you comes from you. For example, you tell us your contact details, like your first and last name, email address, and phone number. Other personal data about you is generated from references and third party companies such as recruitment agencies, and information about you that is available on the internet, such as from Facebook, LinkedIn, and Google. Your personal data will be seen internally by managers, administrators and HR. We may also share your data with external law firms for assessment of employment permits and visa options.
We may process the following types of personal data about you:
- identification and contact details (such as your name, address, telephone/email address and other contact information);
- educational and employment background (such as academic/professional qualifications, job qualifications, education, CV/résumé, transcripts and employment references);
- job application information (such as the roles for which you are applying, your job application and related documentation/communications, cover letters, information from interviews and phone screenings, compensation/benefits requests, office and relocation information);
- national identifiers (such as national ID/passport, immigration status, work authorizations, visas, social security numbers);race/ethnicity information in certain jurisdictions or gender identity information (this is optional and is anonymized);
- inferences about you (which could include assessments or conclusions made about your qualifications based on data collected during the application process or from other sources);
- previous applications/roles (information relating to previous applications you have made to us and/or any previous employment history at Crusoe); and
- other personal data, in instances when you interact with us online, by phone or mail in the context of receiving help through our help desks or other support channels, if applicable.
2. Retention of your personal data
If you are offered and accept a role at Crusoe, the personal data collected during the recruitment process will be kept on your personnel/ employee file in accordance with our Employee Privacy Notice. If you are unsuccessful in your application, we retain the personal data that you provided to us to comply with the law and for a reasonable period of time where we have an ongoing legitimate business need to do so. When we have no ongoing legitimate business need to process your personal data, we securely delete the information or anonymise it or, if this is not possible, then we will securely store your personal data and isolate it from any further processing until deletion is possible. Generally, this means your personal data will be kept for the duration of the application process plus a reasonable period of time after confirmation that your application was unsuccessful to consider you for future job opportunities that may become available. If you do not wish to be considered for future opportunities or would like to delete this information from the servers at an earlier date, you can request to do so as described below in Section 6.
3. International Transfers
(a) As a global organization headquartered in Denver, Colorado in the United States, we also have offices, affiliates, subsidiaries, and employees located around the world. Therefore, in connection with our business and for employment, administrative, management and legal purposes, we may transfer your personal data outside of your country of residence which may include transfers outside the European Economic Area (“EEA”), Switzerland, or the United Kingdom (“UK”) to members of our group and to service providers or sub-processors. Where necessary, these transfers are covered by an agreement ensuring appropriate and suitable safeguards with our group members.
(b) We rely upon the Standard Contractual Clauses (approved by the European Commission and Swiss authorities) and UK Addendum to the Standard Contractual Clauses (approved by the UK authorities), as well as additional safeguards where appropriate. We may also utilize addendums and other data transfer agreements specific to certain countries as required. If you have further questions, please contact Crusoe by emailing privacy@crusoe.ai.
4. Purpose and legal grounds for processing personal data
(a) What are the grounds for processing?
Under applicable data protection law, there are various grounds on which we can rely when processing your personal data. In some contexts more than one ground applies. These include but are not limited to Legal Obligation, Legitimate Interests, Contract and Consent as outlined in examples below:
Term | Ground for Processing | Explanation |
Legal obligation | Processing necessary to comply with our legal obligations | Ensuring we perform our legal and regulatory obligations. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in the recruitment process. |
Legitimate interests | Processing necessary for our legitimate interests | We have legitimate interests in carrying on, managing and administering our business and for recruitment purposes. Your data will not be processed on this basis if our interests are overridden by your own interests, rights and freedoms. |
Consent | You have given specific consent to processing your data | When we rely on consent, we’ll ask you in advance for your affirmative permission to use your data for the specific purpose identified. You will have been presented with a consent form or other mechanism in relation to any such use and may withdraw your consent by the means stated in this Recruiting Privacy Notice |
Contract | Processing necessary prior to entering into a contract with you | We process your personal data in preparation for potentially entering into an employment contract with you. |
(b) Processing sensitive information:
During the recruitment process, we try not to collect or process any sensitive information unless authorized by law or where necessary to comply with applicable laws. If we process sensitive information about you, as well as ensuring that one of the grounds for processing mentioned above applies,we will make sure that one of the grounds for processing sensitive information applies, including (for example) that the processing is for equality and diversity purposes to the extent permitted by law.
5. Candidate personal data we collect and our purposes
Examples of the data and the grounds on which we process data are explained below.
Purpose | Examples of personal data that may be processed | Grounds for processing |
Recruitment, contacting your references, conducting background checks, exercising or defending legal rights (in relation to recruitment disputes) | Information concerning your application and our assessment of it (for example, this could include interview recordings by Crusoe in limited situations), your references, any checks we may make to verify information provided, background checks or any information connected with your right to work, as well as desired compensation information. We may also contact you about your application and/or the hiring process, or for future job opportunities that may become available. | Legitimate interests Contract Consent |
Complying with our legal obligations (e.g., health and safety, anti-discrimination, and immigration laws and regulations) | Information concerning accommodations during the recruitment process. For example, to provide accommodations requested for physical or mental conditions during the recruitment process. Additionally, ensuring we perform our legal and regulatory obligations in the recruitment process. For example, avoiding unlawful discrimination or complying with immigration laws and regulations in checking visa and immigration status for work eligibility. | Legal obligation |
Contacting you or others on your behalf | Your address, email address and phone number. | Legitimate interests |
Monitoring of diversity and equal opportunities | Information on your nationality, racial and ethnic origin, gender, sexual orientation, religion, disability and age. | Legitimate interests |
Who gets to see your data?
Your personal data may be disclosed to managers, HR and administrators for employment, administrative and management purposes as mentioned in this document. We may also share your data with service providers, such as platform providers; law enforcement, government agencies and other recipients for legal, security and safety purposes; external law firms or other professional advisors for assessment of employment matters, permits, and visa options; or in connection with a corporate transaction.
6. Access to your personal data and other rights
Your Data Subject Rights:
You may have certain rights in relation to your personal data. We will honor these rights to the extent required by law. You can request access, correction, updates, deletion, restriction of processing of your personal data or you may object to the processing of your personal data.
If you make a request, please note that to protect personal data, we may verify your identity by a method appropriate to the type of request you are making.
If you exercise the right of an access request, and we hold personal data about you, we are required to provide you with information on it, including a description and copy of the personal data and an explanation of why we are processing it. You may also have the right to be given your data in a machine readable format for transmitting to another data controller though this right is unlikely to be relevant to you in the context of our recruitment processes.
We are unlikely to rely on consent as a ground for processing. However, if we do, you may withdraw consent at any time — though if you do so that will not affect the lawfulness of what we have done before you withdraw consent.
To exercise any of these data subject rights, please email the following information to privacy@crusoe.ai:
- Full Name
- Email address
- Type of Request (Download, Transfer, Delete or Update Inaccuracies)
- Additional Information (e.g., any data use concerns)
7. California privacy rights
Applicability
This section applies only to California candidates. For purposes of this section "Personal Information" has the meaning given in the California Consumer Privacy Act (“CCPA”). It describes how we collect, use, and share California candidates' Personal Information in our role as a prospective employer and the rights applicable to such residents. Crusoe is a business and does not sell Personal Information. We may share Personal Information with third parties if those third parties are authorized service providers or business partners who have agreed to our contractual limitations as to their retention, use, and disclosure of such Personal Information.
Your California rights
You have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.
The right of access means that you have the right to request that we disclose what Personal Information we have collected, used and disclosed about you in the past 12 months.
The right of deletion means that you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.
The right to non-discrimination means that you will not receive any discriminatory treatment when you exercise one of your privacy rights.
You also have the right to request correction of your Personal Information and limit the use and disclosure of your Sensitive Personal Information.
Crusoe does not sell Personal Information to third parties (pursuant to California Civil Code §§ 1798.100–1798.199, also known as the California Consumer Privacy Act of 2018).
How to exercise your California rights
You can exercise your rights yourself or you can alternatively designate an authorized agent to exercise these rights on your behalf. Please note that to protect your Personal Information, we will verify your identity by a method appropriate to the type of request you are making. We may also request that your authorized agent have written permission from you to make requests on your behalf, and we may also need to verify your authorized agent's identity to protect your Personal Information.
Please use the contact details below, if you would like to:
- Access this policy in an alternate format;
- Exercise your rights;
- Learn more about your rights or our privacy practices; or
- Designate an authorized agent to make a request on your behalf.
8. Complaints
You may file a complaint with a data protection authority for your country or region where you have your habitual residence, where you work, or where an alleged infringement of applicable data protection law occurs. A list of EEA data protection authorities is available here, and the contact details for the UK Information Commissioner’s Office is available here.
9. Contact details
The Crusoe entity to which you applied for a job is the controller of your personal data. Please contact us by emailing privacy@crusoe.ai or by postal mail at:
Data Protection Officer:
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
Crusoe Energy Systems LLC
255 Fillmore St
Denver, CO 80206
USA
We have appointed Crusoe AI Ireland Limited as Crusoe’s EU representative under Article 27 of the GDPR. You may contact our EU representative at privacy@crusoe.ai.
10. Modification and status of this Notice
This notice does not form part of your contract of employment and does not create contractual rights or obligations. It may be amended by us at any time. The date at the top of this notice indicates when it was last revised. Any changes will become effective when we post the revised Privacy Notice on this page.
Confidential Information and Assignment Agreement
Effective December 4th 2024
DownloadTable of Contents
Confidential Information and Assignment Agreement
Crusoe Energy Systems LLC
Full Name | {{{CounterpartyName}}} |
Email | {{{CounterpartyEmail}}} |
Address | {{{CounterpartyAddress}}} |
Effective Date | {{{AgreementDate}}} |
As a condition of my becoming employed (or my employment being continued) by Crusoe Energy Systems LLC, a Delaware limited liability company, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following:
- Relationship. This Confidential Information and Invention Assignment Agreement (this “Agreement”) will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”
- Confidential Information.
- Protection of Information. I understand that during the Relationship, the Company intends to provide me with information, including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized by the Company.
- Confidential Information. I understand that “Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
- Third Party Information. My agreements in this Section 2 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret information of my former employer(s) or any other person, and I agree not to bring any such information onto the Company’s property or place of business.
- Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
- U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
- Ownership of Inventions.
- Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions. I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of the Company before commencing my Relationship with the Company.
- Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product, service, process or machine any Invention not covered by Section 3.4 of this Agreement in which I have an interest, I will promptly so inform the Company in writing. Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.
- Inventions. I understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section 3.7 below.
- Assignment of Company Inventions. I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any and all Company Inventions. I further acknowledge that all Company Inventions that are made by me (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
- Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. I agree to deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 4 and Section 5.
- Patent and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.
- Exception to Assignments. Subject to the requirements of applicable state law, if any, I understand that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.
- Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.
- Termination Certification. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit C; however, my failure to sign and deliver the Termination Certification shall in no way diminish my continuing obligations under this Agreement.
- Notice to Third Parties. I agree that during the periods of time during which I am restricted in taking certain actions by the terms of Section 7 of this Agreement (the “Restriction Period”), I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I also understand and agree that the Company may, with or without prior notice to me and during or after the term of the Relationship, notify third parties of my agreements and obligations under this Agreement. I further agree that, upon written request by the Company, I will respond to the Company in writing regarding the status of my employment or proposed employment with any party during the Restriction Period.
- Solicitation of Employees, Consultants and Other Parties. As described above, I acknowledge and agree that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows:
- Employees, Consultants. I agree that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly, solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.
- Other Parties. I agree that during the term of the Relationship, I will not negatively influence any of the Company’s clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.
- At-Will Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.
- Representations and Covenants.
- Facilitation of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to do so.
- No Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party. I acknowledge and agree that I have listed on Exhibit A all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.
- Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that I understand and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.
- Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company’s equity incentive plans, however, if I do participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents related to my participation in the Company’s equity incentive plan(s) by electronic means or to request my consent to participate in such plan(s) by electronic means. I hereby consent to receive such documents by electronic delivery and agree, if applicable, to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
- Miscellaneous.
- Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware without giving effect to the principles of conflict of laws.
- Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if I am an officer of the Company, I will not have authority to give any such authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
- Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.
- Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
- Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain and disclose the Company’s Confidential Information, and to limit my right to solicit employees and customers only to the extent necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants contained in Section 7 exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time.
- Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, I agree that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.
EMPLOYEE:
I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
THE COMPANY:
Crusoe Energy Systems LLC
The Company has executed this Agreement on the date set forth below, to be effective as of the Effective Date first above written.
_____________________________________
Name: | |
Title: | |
Date: | |
Exhibit A
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 3.1 AND CONFLICTING AGREEMENTS DISCLOSED UNDER SECTION 9.2
The following is a list of (i) all Inventions that, as of the Effective Date: (A) I made, and/or (B) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company and (ii) all agreements, if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company:
Prior Inventions
Title | Date | Publication | Brief Description |
{{{prior_inventions}}} | | | |
{{{this.title}}} | {{{this.date}}} | {{{this.publication}}} | {{{this.brief_description}}} |
| | | |
Conflicting Agreements
Title | Counterparty | Date | Brief Description |
{{{conflicting_agreements}}} | | | |
{{{this.title}}} | {{{this.counterparty}}} | {{{this.date}}} | {{{this.brief_description}}} |
| | | |
Except as indicated above on this Exhibit A, I have no inventions, improvements or original works to disclose pursuant to Section 3.1 of this Agreement and no agreements to disclose pursuant to Section 9.2 of this Agreement.
Exhibit B
Section 2870 of the California Labor Code is as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
Chapter 765, Section 1060/2 of the Illinois Compiled Statutes is as follows:
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.
(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
Sections 44-130 of the Kansas Labor and Industries Code is as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:
(1) The invention relates to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or
(2) the invention results from any work performed by the employee for the employer.
(b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment.
(c) If an employment agreement contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:
(1) The invention relates directly to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or
(2) the invention results from any work performed by the employee for the employer.
(d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention.
Section 181.78, Subdivision 3 of the Minnesota Labor, Industry Code is as follows:
If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee’s rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.
Section 49.44.140 of the Washington Labor Regulations is as follows:
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.
(3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
Exhibit C
Termination Certification
This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to Crusoe Energy Systems LLC, a Delaware limited liability company, its subsidiaries, affiliates, successors or assigns (collectively, the “ Company”).
I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement.
I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.
I further agree that for twelve (12) months immediately following the termination of my Relationship with the Company, I shall not either directly or indirectly solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.
Further, I agree that I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.
EMPLOYEE:
Signature:
Date:
Effective December 3rd 2024 to December 4th 2024
DownloadTable of Contents
Confidential Information and Assignment Agreement
Crusoe Energy Systems LLC
Full Name | {{{CounterpartyName}}} |
Email | {{{CounterpartyEmail}}} |
Address | {{{CounterpartyAddress}}} |
Effective Date | {{{AgreementDate}}} |
As a condition of my becoming employed (or my employment being continued) by Crusoe Energy Systems LLC, a Delaware limited liability company, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following:
- Relationship. This Confidential Information and Invention Assignment Agreement (this “Agreement”) will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”
- Confidential Information.
- Protection of Information. I understand that during the Relationship, the Company intends to provide me with information, including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized by the Company.
- Confidential Information. I understand that “Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
- Third Party Information. My agreements in this Section 2 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret information of my former employer(s) or any other person, and I agree not to bring any such information onto the Company’s property or place of business.
- Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
- U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
- Ownership of Inventions.
- Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions. I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of the Company before commencing my Relationship with the Company.
- Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product, service, process or machine any Invention not covered by Section 3.4 of this Agreement in which I have an interest, I will promptly so inform the Company in writing. Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.
- Inventions. I understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section 3.7 below.
- Assignment of Company Inventions. I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any and all Company Inventions. I further acknowledge that all Company Inventions that are made by me (solely or jointly with others) within the scope of and during the period of the Relationship are “works made for hire” (to the greatest extent permitted by applicable law) and are compensated by my salary. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, I hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
- Maintenance of Records. I agree to keep and maintain adequate and current written records of all Company Inventions made or conceived by me (solely or jointly with others) during the term of the Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. I agree to deliver all such records (including any copies thereof) to the Company at the time of termination of the Relationship as provided for in Section 4 and Section 5.
- Patent and Copyright Rights. I agree to assist the Company, or its designee, at its expense, in every proper way to secure the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and agree never to assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue during and at all times after the end of the Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact, to act for and in my behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.
- Exception to Assignments. Subject to the requirements of applicable state law, if any, I understand that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable state law, if any, attached hereto as Exhibit B. In order to assist in the determination of which inventions qualify for such exclusion, I will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by me during the period of the Relationship.
- Company Property; Returning Company Documents. I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, files, e-mail messages, and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. I agree that, at the time of termination of the Relationship, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by me pursuant to the Relationship or otherwise belonging to the Company, its successors or assigns.
- Termination Certification. In the event of the termination of the Relationship, I agree to sign and deliver the “Termination Certification” attached hereto as Exhibit C; however, my failure to sign and deliver the Termination Certification shall in no way diminish my continuing obligations under this Agreement.
- Notice to Third Parties. I agree that during the periods of time during which I am restricted in taking certain actions by the terms of Section 7 of this Agreement (the “Restriction Period”), I shall inform any entity or person with whom I may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of my contractual obligations under this Agreement. I also understand and agree that the Company may, with or without prior notice to me and during or after the term of the Relationship, notify third parties of my agreements and obligations under this Agreement. I further agree that, upon written request by the Company, I will respond to the Company in writing regarding the status of my employment or proposed employment with any party during the Restriction Period.
- Solicitation of Employees, Consultants and Other Parties. As described above, I acknowledge and agree that the Company’s Confidential Information includes information relating to the Company’s employees, consultants, customers and others, and that I will not use or disclose such Confidential Information except as authorized by the Company. I further agree as follows:
- Employees, Consultants. I agree that during the term of the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason, whether with or without cause, I shall not, directly or indirectly, solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.
- Other Parties. I agree that during the term of the Relationship, I will not negatively influence any of the Company’s clients, licensors, licensees or customers from purchasing Company products or services or solicit or influence or attempt to influence any client, licensor, licensee, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.
- At-Will Relationship. I understand and acknowledge that, except as may be otherwise explicitly provided in a separate written agreement between the Company and me, my Relationship with the Company is and shall continue to be at-will, as defined under applicable law, meaning that either I or the Company may terminate the Relationship at any time for any reason or no reason, without further obligation or liability, other than those provisions of this Agreement that explicitly continue in effect after the termination of the Relationship.
- Representations and Covenants.
- Facilitation of Agreement. I agree to execute promptly, both during and after the end of the Relationship, any proper oath, and to verify any proper document, required to carry out the terms of this Agreement, upon the Company’s written request to do so.
- No Conflicts. I represent that my performance of all the terms of this Agreement does not and will not breach any agreement I have entered into, or will enter into, with any third party, including without limitation any agreement to keep in confidence proprietary information or materials acquired by me in confidence or in trust prior to or during the Relationship. I will not disclose to the Company or use any inventions, confidential or non-public proprietary information or material belonging to any previous client, employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information, or material belonging to any previous client, employer or any other party. I acknowledge and agree that I have listed on Exhibit A all agreements (e.g., non-competition agreements, non-solicitation of customers agreements, non-solicitation of employees agreements, confidentiality agreements, inventions agreements, etc.), if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company. I agree not to enter into any written or oral agreement that conflicts with the provisions of this Agreement.
- Voluntary Execution. I certify and acknowledge that I have carefully read all of the provisions of this Agreement, that I understand and have voluntarily accepted such provisions, and that I will fully and faithfully comply with such provisions.
- Electronic Delivery. Nothing herein is intended to imply a right to participate in any of the Company’s equity incentive plans, however, if I do participate in such plan(s), the Company may, in its sole discretion, decide to deliver any documents related to my participation in the Company’s equity incentive plan(s) by electronic means or to request my consent to participate in such plan(s) by electronic means. I hereby consent to receive such documents by electronic delivery and agree, if applicable, to participate in such plan(s) through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
- Miscellaneous.
- Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Delaware without giving effect to the principles of conflict of laws.
- Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to its subject matter and merges all prior discussions between us. No amendment to this Agreement will be effective unless in writing signed by both parties to this Agreement. The Company shall not be deemed hereby to have waived any rights or remedies it may have in law or equity, nor to have given any authorizations or waived any of its rights under this Agreement, unless, and only to the extent, it does so by a specific writing signed by a duly authorized officer of the Company, it being understood that, even if I am an officer of the Company, I will not have authority to give any such authorizations or waivers for the Company under this Agreement without specific approval by the Board of Directors. Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
- Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives, and my successors and assigns, and will be for the benefit of the Company, its successors, and its assigns.
- Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
- Severability. If one or more of the provisions in this Agreement are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected. The Company and I have attempted to limit my right to use, maintain and disclose the Company’s Confidential Information, and to limit my right to solicit employees and customers only to the extent necessary to protect the Company from unfair competition. Should a court of competent jurisdiction determine that the scope of the covenants contained in Section 7 exceeds the maximum restrictiveness such court deems reasonable and enforceable, the parties intend that the court should reform, modify and enforce the provision to such narrower scope as it determines to be reasonable and enforceable under the circumstances existing at that time.
- Remedies. I acknowledge and agree that violation of this Agreement by me may cause the Company irreparable harm, and therefore I agree that the Company will be entitled to seek extraordinary relief in court, including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security (or, where such a bond or security is required, I agree that a $1,000 bond will be adequate), in addition to and without prejudice to any other rights or remedies that the Company may have for a breach of this Agreement.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.
EMPLOYEE:
I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
THE COMPANY:
Crusoe Energy Systems LLC
The Company has executed this Agreement on the date set forth below, to be effective as of the Effective Date first above written.
_____________________________________
Name: | |
Title: | |
Date: |
Exhibit A
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP EXCLUDED UNDER SECTION 3.1 AND CONFLICTING AGREEMENTS DISCLOSED UNDER SECTION 9.2
The following is a list of (i) all Inventions that, as of the Effective Date: (A) I made, and/or (B) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company and (ii) all agreements, if any, with a current or former client, employer, or any other person or entity, that may restrict my ability to accept employment with the Company or my ability to recruit or engage customers or service providers on behalf of the Company, or otherwise relate to or restrict my ability to perform my duties for the Company or any obligation I may have to the Company:
Prior Inventions
Title | Date | Publication | Brief Description |
{{{prior_inventions}}} | |||
{{{this.title}}} | {{{this.date}}} | {{{this.publication}}} | {{{this.brief_description}}} |
Conflicting Agreements
Title | Counterparty | Date | Brief Description |
{{{conflicting_agreements}}} | |||
{{{this.title}}} | {{{this.counterparty}}} | {{{this.date}}} | {{{this.brief_description}}} |
Except as indicated above on this Exhibit A, I have no inventions, improvements or original works to disclose pursuant to Section 3.1 of this Agreement and no agreements to disclose pursuant to Section 9.2 of this Agreement.
Exhibit B
Section 2870 of the California Labor Code is as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
Chapter 765, Section 1060/2 of the Illinois Compiled Statutes is as follows:
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement.
(3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
Sections 44-130 of the Kansas Labor and Industries Code is as follows:
(a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:
(1) The invention relates to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or
(2) the invention results from any work performed by the employee for the employer.
(b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment.
(c) If an employment agreement contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless:
(1) The invention relates directly to the business of the employer or to the employer’s actual or demonstrably anticipated research or development; or
(2) the invention results from any work performed by the employee for the employer.
(d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention.
Section 181.78, Subdivision 3 of the Minnesota Labor, Industry Code is as follows:
If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee’s rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee’s own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer.
Section 49.44.140 of the Washington Labor Regulations is as follows:
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee’s rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.
(3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee’s rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer.
Exhibit C
Termination Certification
This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to Crusoe Energy Systems LLC, a Delaware limited liability company, its subsidiaries, affiliates, successors or assigns (collectively, the “ Company”).
I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement, and I acknowledge my continuing obligations under that agreement.
I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.
I further agree that for twelve (12) months immediately following the termination of my Relationship with the Company, I shall not either directly or indirectly solicit any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit employees or consultants of the Company, either for myself or for any other person or entity.
Further, I agree that I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company.
EMPLOYEE:
Signature:
Date:
Effective March 13th 2024 to December 3rd 2024
DownloadTable of Contents
Confidential Information and Assignment Agreement
Crusoe Energy Systems LLC
Employee Name: | |
Effective Date: |
As a condition of my becoming employed (or my employment being continued) by Crusoe Energy Systems LLC, a Delaware limited liability company, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, the receipt of Confidential Information (as defined below) while associated with the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following:
- Relationship. This Confidential Information and Invention Assignment Agreement (this “Agreement”) will apply to my employment relationship with the Company. If that relationship ends and the Company, within a year thereafter, either reemploys me or engages me as a consultant, I agree that this Agreement will also apply to such later employment or consulting relationship, unless the Company and I otherwise agree in writing. Any such employment or consulting relationship between the parties hereto, whether commenced prior to, upon or after the date of this Agreement, is referred to herein as the “Relationship.”
- Confidential Information.
- Protection of Information. I understand that during the Relationship, the Company intends to provide me with information, including Confidential Information (as defined below), without which I would not be able to perform my duties to the Company. I agree, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform my obligations to the Company under the Relationship, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that I obtain, access or create during the term of the Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved. I further agree not to make copies of such Confidential Information except as authorized by the Company.
- Confidential Information. I understand that “Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to me by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
- Third Party Information. My agreements in this Section 2 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. I further agree that, during the term of the Relationship and thereafter, I will not improperly use or disclose to the Company any confidential, proprietary or secret information of my former employer(s) or any other person, and I agree not to bring any such information onto the Company’s property or place of business.
- Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
- U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
- Ownership of Inventions.
- Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a complete list describing with particularity all Inventions (as defined below) that, as of the Effective Date: (i) I made, and/or (ii) belong solely to me or belong to me jointly with others or in which I have an interest, and that relate in any way to any of the Company’s actual or proposed businesses, products, services, or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there are no such Inventions at the time of signing this Agreement, and to the extent such Inventions do exist and are not listed on Exhibit A, I hereby forever waive any and all rights or claims of ownership to such Inventions. I understand that my listing of any Inventions on Exhibit A does not constitute an acknowledgement by the Company of the existence or extent of such Inventions, nor of my ownership of such Inventions. I further understand that I must receive the formal approval of the Company before commencing my Relationship with the Company.
- Use or Incorporation of Inventions. If in the course of the Relationship, I use or incorporate into a product, service, process or machine any Invention not covered by Section 3.4 of this Agreement in which I have an interest, I will promptly so inform the Company in writing. Whether or not I give such notice, I hereby irrevocably grant to the Company a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense, to practice and exploit such Invention and to make, have made, copy, modify, make derivative works of, use, sell, import, and otherwise distribute such Invention under all applicable intellectual property laws without restriction of any kind.
- Inventions. I understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. I understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. I understand that “Company Inventions” means any and all Inventions that I may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Relationship, except as otherwise provided in Section 3.7 below.
- Assignment of Company Inventions. I hereby assign to the Company, or its designee, and I agree that I will promptly make full written disclosure to the Company of and to hold in trust for the sole right and benefit of the Company, all my right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights therein. I hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that I now have or may hereafter have for infringement of any and all Company Inventions. I furth