Legion Terms of Use

1. About these Terms

Legion (legion.ambient.xyz) is a GPU rental marketplace operated by Mechanus Labs Inc. ("Ambient," "we," "us"). These Terms of Use (the "Terms") govern your access to and use of Legion's website, web app, APIs, command-line tools, the Legion agent, and related services (together, "Legion").

By creating an account, accepting these Terms in the app, or using Legion, you agree to these Terms. These Terms incorporate by reference:

• the Acceptable Use Policy, which applies to every renter and provider;
• the Privacy Policy; and
• the Data Handling page, which explains where workloads run and what that means for you.

If you use Legion on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization as well as to you.

2. Definitions

• "Renter" means a user who rents GPU capacity on Legion.
• "Provider" means a user who makes their own machines available on Legion by installing the Legion agent.
• "Host" means a machine a provider has connected to Legion.
• "Rental" means a renter's use of capacity on a host, including the container that runs on it.
• "Workload" means everything a renter runs or stores in a rental: the container image, code, processes, files, data, and the network traffic the rental sends and receives.
• "Agent" means the Legion software a provider installs on a host so that Legion can run rentals on it.
• "Credits" means the prepaid balance in your Legion account that rental charges are deducted from.
• "Listing" means the information about a host shown on Legion, including its hardware, price, availability, and any terms the provider sets within the options Legion offers.

3. Eligibility and accounts

You must be at least the age of majority in your jurisdiction to use Legion. You may not use Legion if you are barred from doing so under applicable law, including sanctions and export-control laws (see Section 15).

You sign in to Legion with a Google account. You are responsible for keeping your sign-in account, API keys, SSH private keys, and any enrollment tokens secure, for all activity under your account, and for promptly telling us at support@ambient.xyz if you suspect unauthorized access.

You must give us accurate information and keep it up to date. You may not share an account with people outside your organization or create accounts to get around a suspension or a limit we have applied.

4. Closed beta and approval

Legion is currently in closed beta.

• Approval. Access to Legion as a renter or a provider requires our approval. We may approve, decline, limit, or revoke access at our discretion, including on the basis of capacity, eligibility, risk, or our assessment of a host.
• Beta nature. Features, prices, supported hardware, supported container registries, and limits may change, be added, or be removed during the beta, sometimes without advance notice. The beta may end, or Legion may be discontinued.
• Feedback. We may contact you about your use of Legion during the beta. See Section 13 for how we treat feedback.

5. How Legion works: renters, providers and Ambient

Legion connects renters who need GPU capacity with providers who supply it.

• Hosts are not ours. Hosts are owned and operated by independent providers. Ambient does not own, operate, physically secure, or control hosts. Legion's agent, network controls, and policies limit what can happen on a host, but the provider controls the machine itself. Read the Data Handling page before you put data on Legion.
• Payments flow through Ambient. Renters pay Ambient for rentals. Ambient pays providers their earnings.
• Independent parties. Providers are independent. They are not Ambient's employees, agents, partners, or joint venturers, and they have no authority to act for Ambient. Renters and providers do not deal with each other directly through Legion, and neither may hold themselves out as acting for Ambient.

6. Renters

6.1 Rentals

You choose a host from its listing and a container image from the registries Legion supports. Legion starts your container on that host and gives you access over SSH through Legion's gateway or through the browser terminal. You can stop, restart, and delete your rentals in the app.

6.2 Availability of hosts

Hosts are third-party machines that can fail, lose power or network connectivity, be withdrawn, or be removed from Legion. We do not warrant that any host, listing, or rental will be available, stay available, or perform at any level, including any level suggested by a listing or a benchmark.

• Some capacity may be offered as interruptible. An interruptible rental may be stopped at any time so that the capacity can be used for something else.
• We may stop, move, or end a rental where we reasonably need to, for example because a host has failed or been removed, for security, or as set out in the Acceptable Use Policy.

6.3 Your responsibilities as a renter

You are responsible for:

• your workloads and their compliance with law and the Acceptable Use Policy;
• having the rights you need to everything you run or store in a rental;
• keeping your own backups. Legion does not back up workloads. Data in a rental can be lost if a host fails, if a rental is deleted (by you, or by us as these Terms allow), or if a host leaves Legion;
• deciding whether a workload is suitable to run on hardware owned by a third party, and protecting sensitive data accordingly (see Data Handling); and
• the security of what you run inside your container, including the software, credentials, and services you expose.

7. Providers

7.1 Connecting a host

To provide capacity, you install the agent on a machine you own or have the legal right to use for this purpose, and the host must be approved by us. You set prices and availability within the options Legion offers.

7.2 What you allow the agent to do

By installing the agent, you authorize Legion, through the agent, to:

• run renters' containers on the GPUs, CPU, memory, and storage you make available;
• apply network rules on the host that isolate rentals;
• collect and report hardware information, benchmark results, health and usage data, and operational telemetry about the host;
• stop, start, preserve, or remove rentals; and
• update the agent.

Do not interfere with the agent or with these functions while the host is connected to Legion.

7.3 Your obligations as a provider

You must:

• keep your host secure. Keep the operating system, drivers, and container runtime patched. Control who has administrative or physical access. Promptly tell us at support@ambient.xyz if you suspect the host has been compromised;
• not access renters' workloads. You must not access, inspect, copy, intercept, record, modify, or interfere with any renter's workload, container, data, memory, storage, or network traffic, and you must not allow or help anyone else to. This applies whether you would use the agent, the operating system, the hardware, or any other means;
• not tamper with, modify, reverse engineer, or circumvent the agent, Legion's network controls, metering, or benchmarks, and not misrepresent your hardware, its location, or its performance;
• keep the host available for the duration of its rentals as described in your listing, and use the controls Legion provides to withdraw capacity rather than cutting power or network access to a running rental, except in an emergency;
• have the legal right to operate the host for this purpose, and comply with all laws, contracts, and third-party terms that apply to you, including those of your landlord, data center, internet provider, and electricity supplier;
• not run your own workloads on GPUs while they are assigned to a rental. Where Legion lets you run Ambient mining on idle GPUs, you may do so only on GPUs that Legion reports as not rented; and
• cooperate with our reasonable requests in connection with security incidents, abuse investigations, and legal requests. This includes preserving a rental's data on the host when we ask, as described in the Acceptable Use Policy.

7.4 Earnings and payouts

• Earnings. You earn for rentals on your hosts. Earnings are calculated as described in the app at the time of the rental, from your listed price less any Ambient fee shown there.
• Payouts. Payouts are made by the method, on the schedule, and subject to the minimums described in the app or agreed with you in writing. Before paying you, we may require identity, tax, and payment information. We may also delay a payout while we verify it.
• Adjustments. We may adjust or offset earnings for rentals that were not delivered as listed, for errors, for chargebacks or refunds to renters caused by your host, and as set out in Section 11 and the Acceptable Use Policy.
• Taxes. You are responsible for your own taxes on your earnings.

8. Billing and credits

• Prepaid credits. Legion uses a prepaid balance. Rental charges are deducted from your credits. You must have enough credits to start a rental.
• Per-second billing. A rental accrues charges per second, at the price shown when you start it, for the time it is in a billable state. The app shows the price and which states accrue charges before you start a rental. Partial seconds may be rounded as described in the app.
• Running out of credits. If your balance runs out, we may stop your rentals. If your balance is not restored, we may end them, which deletes their data (see Data Handling).
• Fees and taxes. You agree to pay all applicable fees and taxes and to provide accurate billing information.
• Refunds. Unless we state otherwise in writing, purchased credits and fees are non-refundable, except where required by law or as set out in Section 11.3.
• Promotional credits. Promotional or beta credits that we grant have no cash value. They cannot be transferred, and they may be subject to additional conditions we tell you about when we grant them.
• Pricing changes. We may change prices with notice as required by law or by posting updated pricing. A price change does not alter the price of a rental that is already running.
• Billing errors. Tell us promptly at support@ambient.xyz if you believe a charge or an earnings amount is wrong.

9. Your content

As between you and Ambient, you keep your rights in your workloads and data.

• Licence to us. You grant Ambient a limited licence to host, copy, transmit, and process your workloads, and any container images you choose, only as needed to operate Legion, to secure it, to enforce these Terms and the Acceptable Use Policy, and to comply with law.
• Your warranty. You represent that you have the rights needed to run and store everything you use on Legion, and that doing so does not violate law or third-party rights.

We do not use your workloads to train models or for advertising.

10. Intellectual property

Ambient and its licensors retain all rights, title, and interest in Legion, including the agent, software, documentation, and trademarks, except for the rights these Terms expressly grant you.

Subject to these Terms, Ambient grants you a non-exclusive, non-transferable, revocable right to use Legion. Providers also receive a licence to install and run the agent on their approved hosts, for use with Legion only.

You may not:

• reverse engineer, decompile, or modify Legion or the agent, except to the extent applicable law expressly permits it despite this restriction; or
• use Ambient's or Legion's trademarks without prior written permission, except to identify Ambient or Legion truthfully.

11. Suspension and termination

11.1 By you

You may stop using Legion at any time. A renter should delete their rentals. A provider should withdraw their hosts using the controls Legion provides. To close your account or request deletion of your data, contact support@ambient.xyz.

11.2 By Ambient

We may suspend or terminate your account, or any rental or host, immediately and without notice if:

• you violate these Terms or the Acceptable Use Policy, or we reasonably suspect that you have;
• your use creates a security risk, legal risk, or operational harm for Legion, other users, providers, or third parties; or
• we are required to do so by law.

We may also end your access for any other reason, including the end of the beta, on reasonable notice.

The Acceptable Use Policy sets out further steps we may take in response to illegal activity or misuse, including preserving data and disclosing it to authorities.

11.3 Effect of termination

When your account ends, your right to use Legion ends.

• Rental data. Rentals are stopped and deleted, which deletes their data from hosts, except where data is preserved as described in the Acceptable Use Policy.
• Terminated without breach. If we terminate your account without cause, or because we discontinue Legion, we will refund the unused balance of credits you purchased and pay provider earnings that are properly due, subject to Section 7.4.
• Terminated for breach. If we terminate your account for a violation of these Terms or the Acceptable Use Policy, we may withhold unused credits and unpaid earnings where the law permits, as described in the Acceptable Use Policy.

Sections that by their nature should survive termination will survive. These include Sections 7.4 (as to amounts owed), 9 through 12, 14, 16 through 18, and the enforcement provisions of the Acceptable Use Policy.

12. Disclaimers

LEGION, HOSTS, LISTINGS, BENCHMARKS, AND RENTALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LEGION IS A BETA SERVICE. AMBIENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

AMBIENT DOES NOT WARRANT THAT LEGION OR ANY HOST WILL BE UNINTERRUPTED, AVAILABLE, SECURE, OR ERROR-FREE, THAT DATA WILL NOT BE LOST, OR THAT ANY HOST WILL PERFORM AS LISTED. HOSTS ARE OPERATED BY INDEPENDENT PROVIDERS, AND AMBIENT IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF PROVIDERS OR OTHER USERS.

13. Feedback

If you give us feedback or suggestions, you grant Ambient a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate the feedback without obligation to you.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• AMBIENT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, INCLUDING LOSS OF DATA IN A RENTAL OR LOSS CAUSED BY A HOST BECOMING UNAVAILABLE.
• AMBIENT'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO LEGION WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO AMBIENT FOR LEGION IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

This limit does not reduce provider earnings that are properly due and payable under Section 7.4, or refunds owed to you under Section 11.3.

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

15. Compliance with law, sanctions and export controls

You must use Legion only in compliance with applicable laws and regulations, including export-control and sanctions laws.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, and that you are not on, or owned or controlled by a party on, a U.S. government restricted-party list.

You may not use Legion, or make a host available, in a way that would cause Ambient to violate those laws. The Acceptable Use Policy describes prohibited end uses.

16. Indemnification

You agree to defend, indemnify, and hold harmless Ambient and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of:

• your use of Legion;
• your workloads and data;
• your hosts, including their operation, security, and the conduct of anyone with access to them;
• your violation of these Terms, the Acceptable Use Policy, or applicable law; or
• your infringement of any third-party rights.

17. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules.

Venue. Except where prohibited by law, any dispute arising out of or relating to these Terms or Legion will be brought in the state or federal courts located in Delaware, and you consent to personal jurisdiction and venue in those courts.

18. Changes to these Terms

We may update these Terms, the Acceptable Use Policy, the Privacy Policy, or the Data Handling page from time to time. Each version has a version number and an effective date.

When we publish a new version of these Terms or the Acceptable Use Policy, you must accept it before you can continue using Legion. We will ask you to accept it in the app.

If you do not accept a new version, you may not continue to use Legion, except to wind down: until you accept, you can still see your rentals and stop or delete them, and see your hosts and stop new rentals on them or remove them. You may contact support@ambient.xyz to close your account. We may stop your running rentals and withdraw your hosts from the marketplace until you accept or your account is closed.

19. General

• Entire agreement. These Terms, together with the documents they incorporate, are the entire agreement between you and Ambient about Legion.
• Severability. If any provision is found unenforceable, the rest remains in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, or to an affiliate.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control. These include the failure or withdrawal of hosts that we do not operate.

20. Contact

Questions about these Terms: support@ambient.xyz