This Marketplace Participation Agreement ("Agreement") is between SLYD Cloud LLC, a Delaware limited liability company. ("SLYD" or "we") and you, the compute Supplier (also referred to as "Participant" or "you"), who wishes to offer and provide compute resources via the SLYD Cloud Marketplace (the "Marketplace"). By participating as a Supplier on the SLYD Marketplace, you acknowledge that you are using SLYD for business or commercial purposes (not as an individual consumer). Accordingly, for all dispute resolution and legal terms under SLYD's policies, you will be treated as a business user, and you will not be eligible for any consumer-specific rights or exceptions (such as the ability to opt out of arbitration or pursue claims in small claims court) that SLYD offers only to individual consumer accounts. By listing compute services or otherwise participating as a Supplier on the Marketplace, you agree to the terms of this Agreement, which supplement the general SLYD Cloud Terms of Service and Acceptable Use Policy. In the event of any conflict between this Agreement and the general Terms of Service, this Agreement will govern matters specific to Suppliers.
1. Supplier Eligibility and Onboarding
1.1 Eligibility Criteria
To become a Supplier on SLYD, you must be a legal entity or individual with the capacity to enter into contracts, and you must have lawful ownership or control of the hardware and compute resources you intend to offer. You should have any necessary business licenses or permits to provide such services. We may restrict Supplier participation to certain jurisdictions. By joining, you represent that neither you nor your organization is on any prohibited parties list (for example, not subject to U.S. or EU sanctions) and that your hardware is not located in a country that SLYD has embargoed or restricted.
For the avoidance of doubt, all Suppliers are deemed to be using the Marketplace in a business capacity and not as private consumers. By joining as a Supplier, you confirm that your use of SLYD is for commercial/business purposes. This means that consumer-specific terms or legal protections (including any rights to opt out of arbitration or bring small claims that are available only to individual consumers under the SLYD Terms) do not apply to you or your Supplier account.
1.2 Application and Verification
You must complete any Supplier application process accurately. This may include providing technical specifications of your hardware (CPU, GPU, memory, bandwidth, etc.), data center location(s), identity verification information (such as a government ID or business registration), and financial information for payouts. SLYD reserves the right to vet and approve or reject Supplier applications in its sole discretion. We may perform background checks or require an interview or a hardware inspection (virtually or physically, if feasible) as part of the verification process. Until you are approved, you cannot list services publicly.
1.3 Supplier Account
Once approved, you will receive a designation as a Supplier and access to supplier-specific dashboard features. You must maintain the security of your account and any API keys. Do not share your login credentials with unauthorized persons. Any activity under your account is your responsibility. If you become aware of unauthorized access to your account, you must notify SLYD immediately.
1.4 Accurate Listing Information
You agree to provide and maintain accurate information about your service offerings on the Marketplace. This includes:
Descriptions of the compute resources (hardware specs, performance benchmarks if provided, installed software environment or OS options, etc.).
Availability schedules or conditions (e.g., if hardware is only available during certain hours or requires advance notice).
Pricing terms (hourly rates, any minimum usage, etc.) as allowed by the Marketplace interface.
Any of your own terms or policies that may apply in addition to SLYD's terms (for example, a specific SLA or support provisions). Any such additional terms must not conflict with this Agreement or SLYD's terms and should be included in your listing or provided via an approved mechanism.
You will keep all listing information up to date. If a hardware node goes offline or changes (for instance, if you upgrade or downgrade hardware), update the listing promptly to reflect the change. SLYD reserves the right to unpublish or require corrections to any listing that is inaccurate, misleading, or in violation of SLYD's policies or applicable law.
1.5 Compliance with Law and Policies
You must comply with all applicable laws and regulations in connection with your participation. This includes (but isn't limited to) export control laws (for example, not offering services in sanctioned regions or to prohibited end users), data protection laws (if you handle personal data of Consumers), and local licensing requirements (if running a data center that requires permits). You also agree to abide by SLYD's Acceptable Use Policy and to help enforce it on your resources (see Section 4.4 of this Agreement for more on your role in enforcement).
1.6 Non-Exclusivity
This Agreement is non-exclusive. You are free to offer your compute services on other platforms or independently. However, you are responsible for ensuring that you can meet your commitments to SLYD users regardless of other obligations. If you choose to remove capacity from SLYD because it's committed elsewhere, do so by updating your Marketplace availability rather than abruptly failing to deliver service to SLYD Consumers.
1.7 Representations & Warranties
Supplier represents and warrants that (a) it has the full right and authority to enter into this Agreement and perform its obligations; (b) it has all necessary rights, licenses, and ownership of the hardware, software, and services offered, and providing the offerings through SLYD will not infringe or misappropriate any third-party rights; (c) all information provided to SLYD and Consumers (such as listing descriptions and specifications) is truthful and accurate; and (d) it will perform services in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.
2. Service Commitment and Quality
2.1 Performance Standards
You agree to operate and maintain your compute resources in a manner consistent with industry best practices for reliability and performance. This includes providing the resources as advertised (e.g., ensuring the actual hardware matches the listed CPU cores, GPU type, etc.), ensuring proper cooling and power to avoid unexpected throttling or shutdowns, and using best efforts to minimize downtime. You should proactively monitor your systems and fix issues (such as hardware failures or network downtime) promptly.
2.2 Uptime and Availability
SLYD expects a baseline level of availability for Marketplace listings. Unless otherwise agreed or stated in your listing, you should target an uptime of at least 99% on a monthly basis for the services you are running for Consumers (excluding scheduled maintenance as described below). If you offer or advertise a higher specific SLA (Service Level Agreement) to Consumers (for example, 99.9% uptime), you are expected to use best efforts to meet that higher standard. Conversely, if your hardware is experimental or not able to meet 99% uptime, you must clearly label it as such so Consumers are aware (SLYD may place such offerings in a different tier or section of the Marketplace to set appropriate expectations).
2.3 Scheduled Maintenance
If you need to take your resource offline for maintenance (hardware upgrades, OS patches requiring a reboot, etc.), you must give reasonable advance notice to any affected Consumers as well as to SLYD (through the provided tools). Reasonable notice is typically at least 24–48 hours for routine maintenance, and at least 7 days for major planned outages (for example, a data center relocation). Schedule maintenance during off-peak hours when possible and keep downtime as short as possible. You should coordinate with any active Consumers if their workload is critically dependent on your service's availability. If emergency maintenance is needed (e.g., to prevent imminent failure or to apply a critical security patch), notify Consumers and SLYD as soon as possible and explain the situation.
2.4 Support Responsibilities
All Consumer support requests regarding any product or service provided by Supplier through the SLYD Marketplace shall be submitted by Consumers directly to SLYD via SLYD's designated support channels. Supplier shall not initiate or engage in any direct communication with Consumers concerning such support requests; all communications and resolution efforts related to Consumer support issues shall be coordinated exclusively through SLYD.
Upon notice from SLYD to Supplier of a Consumer support request, Supplier shall acknowledge receipt of such request to SLYD within twenty-four (24) hours. Supplier shall then use commercially reasonable efforts to resolve the Consumer's issue and shall communicate the resolution details to SLYD within forty-eight (48) hours of SLYD's initial notification to Supplier, unless SLYD, in its sole discretion, grants Supplier a longer resolution period in writing.
If Supplier fails to acknowledge or resolve a Consumer support request within the timeframes specified above, SLYD may, in its sole discretion, take any action it deems necessary to address the Consumer's concerns. Such actions may include, without limitation, SLYD issuing credits, refunds, or other remedies to the Consumer.
Supplier's failure to respond to or resolve Consumer support matters in a timely and professional manner in accordance with this Agreement may result in corrective measures by SLYD. Such measures may include, but are not limited to, SLYD issuing warnings to Supplier, suspending one or more of Supplier's listings, or removing Supplier from the SLYD Marketplace, in each case at SLYD's sole discretion.
2.5 Consumer Data Handling
If a Consumer stores data or runs workloads on your hardware, you must treat their data and processes as confidential. You are not allowed to snoop on, copy, alter, or share the Consumer's data or compute outputs except as necessary to provide the service or if explicitly authorized by the Consumer. When a Consumer's session or lease ends, you should properly wipe or delete any of their data that might remain on your systems (unless the Consumer has exported it or persisted it elsewhere). This may involve secure deletion of any storage that was allocated to them. You should not retain a Consumer's data longer than needed to deliver the service. Additionally, ensure that any data transmissions from the Consumer are not being captured or diverted. In essence, respect user privacy – act as a professional hosting provider under typical privacy obligations. If required by law in your jurisdiction (for instance, if law enforcement lawfully demands logs), you should notify SLYD and comply with legal due process; however, unnecessary sharing of Consumer data is prohibited. (Refer also to the Data Protection obligations in Section 4.5.)
2.6 Changes to Service Offering
If you plan to make changes that will affect active or future Consumers (for example, changing the hardware type, or significantly altering the software environment on your machines), you should update your listing and inform any current Consumers in advance. For instance, if you intend to upgrade GPUs from one model to another—which might change performance or software environment—coordinate with Consumers because their workflows might be tuned to the previous model. Do not degrade an ongoing service (e.g., removing half the RAM from a server that a Consumer is already paying for) during an active lease; any such changes should apply only to new sessions unless the affected Consumer agrees to the adjustment. Consistency and stability are key to maintaining Consumer trust in the Marketplace.
2.7 Incident Reporting
If any incident occurs that impacts Consumers (such as a severe unplanned outage, a security breach of your system, or data loss affecting your service), you must notify SLYD and all affected Consumers promptly. Provide details about what happened, what data or services were impacted, and what you are doing to resolve or mitigate the issue. You must cooperate with SLYD in any incident investigation and in communications with users. Transparency is important – attempting to hide incidents can worsen trust and may lead to legal consequences or removal from the platform.
3. Fees, Commissions, and Payments to Suppliers
3.1 Setting Prices
You are generally free to set the price for your compute services, within any minimum or maximum boundaries that SLYD may establish for fairness or to cover our costs. Prices can be hourly rates, fixed prices for certain tasks, or other billing models as allowed by the platform. You agree not to charge discriminatory or exploitive prices to any individual or group of customers (for example, the same service should be similarly priced for similar Consumers, aside from volume or loyalty discounts which should be transparently formalized). SLYD may provide guidance or suggested pricing based on market data, but ultimately pricing is your decision. However, if your pricing is drastically outside industry norms (extremely high or extremely low), SLYD reserves the right to inquire about the pricing and possibly hide or adjust your listings to maintain Marketplace integrity.
3.2 Marketplace Fees
SLYD will collect from Consumers the fees for the services they purchase, and SLYD will retain a marketplace commission or fee from those payments. The specific commission rate or fee structure will be communicated to you in advance (for example, SLYD might take a percentage (%) of the transaction as a facilitation fee, or charge a flat fee per hour of usage). SLYD may update the fee structure in the future with notice to you. By participating as a Supplier, you agree to the commission structure and agree that SLYD may deduct its fees from amounts collected from Consumers. The remaining balance (after the commission and any applicable taxes or required withholdings) constitutes your Supplier payout.
3.3 Payment Process
SLYD acts as the limited payment agent for you (the Supplier) solely to facilitate the collection of funds from Consumers on your behalf. We will typically aggregate your earnings over a payout period (for example, on a monthly cycle or as transactions occur, depending on volume and settings) and then remit payment to you via your chosen payout method (e.g., bank transfer, PayPal, etc.). We will communicate the payment schedule to you (for instance, payouts might occur 7 days after the end of each month for the prior month's earnings, to allow time for any dispute resolution or adjustments). If a Consumer has not actually paid SLYD for the service (for example, their credit card charge failed), SLYD is not obliged to pay you for that usage until we successfully receive the funds from that Consumer. If we do pay out to you and later the Consumer's payment is reversed or fails (such as a chargeback by their bank), see Section 3.5 below for how such situations are handled.
3.4 Taxes
You are responsible for your own taxes on the income earned via SLYD. The fees paid out to you by SLYD are gross of any taxes you may need to remit to taxing authorities. If you are in the U.S., we will require you to provide a W-9 for tax reporting and will issue a 1099-NEC for your earnings if applicable. If you are outside the U.S., we may require an appropriate W-8 series form; we may or may not need to withhold a portion of payouts for taxes depending on U.S. law and any tax treaty benefits. You acknowledge that SLYD may withhold taxes from your payouts if required by applicable law (for example, U.S. backup withholding if you do not provide a taxpayer ID, or foreign withholding if mandated for international payees). SLYD will provide documentation of any such withholdings and will remit those amounts to the relevant tax authority as required. You should consult a tax advisor to ensure you comply with tax obligations in your jurisdiction (for example, determining whether you need to charge VAT/GST on the service you provide). Depending on our platform's structure, SLYD might treat each Consumer transaction as between SLYD and the Consumer (followed by a separate transaction between SLYD and the Supplier), or as a direct transaction between the Consumer and you with SLYD acting as an intermediary. In either case, you are responsible for handling any taxes related to your provision of service (for instance, including VAT in your price if you are required to charge VAT).
3.5 Refunds, Chargebacks, and Adjustments
Occasionally, Consumers may dispute charges or request refunds (for example, if the service wasn't delivered as promised or there was an outage). SLYD's standard policy is that sales are final and issues are typically resolved by providing credits or future service rather than monetary refunds, unless something went seriously wrong with the service. However, SLYD reserves the right to issue refunds to Consumers in certain cases to maintain user trust in the Marketplace. If a refund is given for a service you provided (and you were at fault, such as due to prolonged downtime or not meeting the advertised specifications), SLYD may deduct the refunded amount from your upcoming payout or require reimbursement from you if you have already been paid. We will discuss such situations with you in advance; ideally, you might agree to compensate the Consumer via credits or extra service time, which could avoid a monetary refund. If a Consumer's payment is forcibly reversed via their bank (i.e., a chargeback), SLYD will notify you, and you are expected to help contest the chargeback by providing evidence that the service was delivered as promised. If the chargeback ultimately stands, we will deduct the amount in question from your payouts, as well as any chargeback fees incurred. Repeated chargebacks or payment disputes related to your services are a red flag; SLYD may investigate and intervene to address any underlying issues or rule violations that are causing these disputes.
3.6 Cancellations
If a Consumer cancels an order or reservation before using your service (and you haven't incurred significant costs yet), the Consumer typically is not entitled to a refund under SLYD's Terms of Service, though they may forfeit a deposit depending on the situation. If a Consumer cancels last-minute and you had set aside capacity for them, SLYD may still pay you a portion of the fee (for example, a cancellation fee) depending on our cancellation policies. We strive to maintain a fair cancellation policy that allows some compensation for Suppliers in cases of late cancellation while also being fair to Consumers. You should ensure that your listing or any supplementary terms clearly specify any relevant cancellation conditions (e.g., "no cancellation within 24 hours of start time" or similar rules).
3.7 Pricing Changes
If you wish to change the pricing for your service for future rentals or sessions, you can adjust the price in your listing settings. However, you cannot change the rate for an ongoing rental or a reservation that has already been agreed upon without the Consumer's consent. If market conditions change drastically (for instance, a sudden surge in energy costs) and you believe you need to adjust the price mid-service, you should discuss this with SLYD; we may be able to help mediate an arrangement with the Consumer. Unilateral price changes to an active order are not allowed. Also, avoid excessively frequent price changes or "price flipping," as this could confuse or upset users. (For example, SLYD may lock in a price for a certain period once a Consumer has booked your service to prevent sudden changes.)
3.8 Platform Fees and Expenses
Aside from the commission described above, SLYD currently does not charge Suppliers additional fees to list or use the Marketplace. If we introduce any such fees in the future (for example, an optional subscription for premium placement of listings or fees for additional services like insurance), we will notify you, and any such fees would be optional or subject to your agreement. Note: If a Consumer's usage of your service triggers some third-party cost on your end (for example, excessive power consumption beyond normal expectations, or bandwidth overages charged by your ISP), you are generally responsible for those costs as part of running your service. In other words, you should factor typical operating costs into your pricing. You cannot seek additional payment from the Consumer or from SLYD for such costs unless the usage was outside the agreed parameters of the service and the issue cannot be prevented by enforcing usage limits or other controls (see the compliance and misuse sections for handling unauthorized usage).
3.9 Currency
All transactions on the Marketplace are handled in USD by default. If we later allow transactions in other currencies, your payouts might be converted to your local currency. You accept the risk of any exchange rate fluctuations. SLYD is not responsible for conversion fees or losses imposed by your bank or payment provider due to currency exchange. We will pay you the agreed amount in the designated currency per our payout process. If a currency conversion is needed (e.g., if you prefer to receive funds in a local currency), the exchange rate and any associated fees will be determined by the payment processor or bank, not by SLYD, unless we explicitly state otherwise.
4. Supplier Conduct and Compliance
4.1 Compliance with Acceptable Use
You must ensure that your activities as a Supplier comply with SLYD's Acceptable Use Policy (AUP) at all times. Moreover, you are expected to enforce the AUP on the resources you provide to Consumers. This means you should not knowingly allow or support a Consumer's violation of the AUP. For instance, if you notice unusual traffic patterns from a virtual machine on your server that suggest it's being used to send spam or perform a DDoS attack, you should investigate and, if appropriate, terminate that instance and report the issue to SLYD's abuse team. Conversely, you should not impose your own rules on Consumers that are significantly more restrictive than SLYD's policies unless you make those rules clear in your listing and get SLYD's approval. (For example, if you don't want anyone running cryptocurrency mining on your hardware due to power constraints or wear-and-tear, you must state that in your listing upfront and possibly get SLYD's acknowledgment.) In general, if an activity is allowed by SLYD and is legal, you shouldn't arbitrarily prohibit it or discriminate against certain uses without a justified technical reason.
4.2 Resource Allocation and Honesty
Do not oversell or over-commit your resources in a way that degrades performance below what was promised to Consumers. For example, if you have one physical GPU, do not promise that full GPU simultaneously to two different Consumers unless you are using a supported multi-tenant approach and you clearly disclose that performance is shared. If you use virtualization or containerization to partition hardware among multiple Consumers, ensure proper isolation so that one Consumer's usage can't significantly interfere with another's performance or data security. If you promise dedicated hardware to a Consumer, you must provide truly dedicated hardware. Misrepresenting resource allocation or overselling capacity in a manner that misleads Consumers is considered a serious breach of trust and this Agreement.
4.3 Security Measures
You are responsible for the security of the infrastructure you provide through SLYD. You must:
Keep all system software up to date on the machines you provide (including hypervisors, operating systems, and drivers) by applying security patches in a timely manner.
Implement reasonable safeguards against unauthorized access to both your host systems and the Consumers' instances. For example, use firewalls, secure default configurations, disable or change default passwords, and follow general best practices for system security.
Not install any backdoors or undisclosed monitoring in the systems. You should not spy on Consumers' workloads, except to collect performance metrics or as needed to enforce the Acceptable Use Policy. (Any monitoring must be consistent with SLYD's policies and disclosed as appropriate.)
Ensure any software images or containers you provide to Consumers (if any) are free of known malware or vulnerabilities. If you offer pre-built virtual machine images, for instance, they should be up-to-date and not contain malicious code.
Adhere to any security best practices guidelines that SLYD provides. If a security incident occurs (for example, if your system is compromised by an attacker), you must inform SLYD immediately and work diligently to resolve the issue. If the incident is caused by your negligence (e.g., failing to apply critical patches for an extended period), SLYD may hold you responsible for any damages incurred.
4.4 Indemnification of SLYD
You agree to indemnify and hold SLYD harmless from any third-party claims, damages, losses, or expenses (including reasonable attorney fees) arising out of or related to your services or actions as a Supplier. This includes, for example:
If a Consumer or other third party sues SLYD because your service malfunctioned or failed and caused damage (for example, data loss or business interruption for the Consumer), you will cover SLYD's liability or losses.
If you infringe someone's intellectual property in the course of providing your service (for instance, you use unlicensed software on your server and the software owner makes a claim against SLYD), you will indemnify SLYD for that claim.
If you violate any law (for example, a privacy breach or export control violation) and SLYD is fined or faces legal action as a result, you will cover all costs and penalties incurred by SLYD.
This indemnification obligation is significant – it means you must operate your services professionally and lawfully to avoid such issues. SLYD will promptly notify you of any claim that is subject to indemnification and will allow you to control the defense and settlement of such claim, provided that you do not settle any matter in a way that imposes liability or obligations on SLYD without our prior written consent. SLYD will reasonably cooperate with you in the defense. (See the general Terms of Service for additional details on indemnification procedures.)
4.5 Data Protection and Privacy
If, through the services you offer, the nature of your service means you process personal data on behalf of a Consumer (for example, a Consumer uses your hardware to process personal data of individuals), then under laws like the EU GDPR you may be considered a data "processor" and the Consumer is the data "controller." In such cases, you agree to handle personal data responsibly and in accordance with applicable data protection laws. Key points include:
Use and disclose a Consumer's data only for the purpose of delivering the service to that Consumer and as instructed by the Consumer (essentially, the Consumer's act of using your service is the instruction to process their data for that purpose).
Implement appropriate technical and organizational measures to secure personal data (for example, encryption, access controls, and other security best practices for any personal data that Consumers might store or process on your infrastructure).
If you become aware of a data breach affecting a Consumer's data on your resources, you must notify SLYD and the Consumer without undue delay. This ensures that legal breach notification requirements (such as under GDPR or other laws) can be met in a timely fashion.
If a Consumer needs your assistance to fulfill their own obligations under data protection laws (for example, responding to a GDPR data subject access request, or deleting data upon request), you should provide reasonable assistance as needed, to the extent you are able to on your systems.
If you operate in a jurisdiction with strict data localization or transfer laws (for example, storing EU personal data in the EU), you must ensure your offering is compliant with those laws. You might need to specify where your data center is located to help Consumers comply. (SLYD will handle providing overarching privacy notices to users of the platform, but this clause refers to your responsibilities regarding any personal data you process as part of your service.)
4.6 No Poaching / Off-Platform Transactions
You agree not to circumvent the SLYD platform in your dealings with SLYD's users. If you first meet or are introduced to a Consumer via the SLYD Marketplace, you should not complete current or future compute service transactions with that Consumer outside of the SLYD platform specifically for the purpose of avoiding SLYD fees or commissions. Doing so undermines the Marketplace's business model. Of course, if after completing a one-off engagement on SLYD, the Consumer and you independently decide to enter a long-term direct contract outside of SLYD, we ask that you discuss this with us – in some cases, we may grant a specific exception or release you from this restriction for that particular relationship. In general, however, you should not solicit SLYD users to leave SLYD for services that are available through the Marketplace. SLYD may monitor communications on our platform for indications of deliberate circumvention (for example, exchanging personal contact information with obvious intent to conduct business off-platform). Repeated attempts to bypass the platform can lead to your removal as a Supplier. Remember, SLYD's livelihood (and ability to continue bringing you customers) comes from the commissions on Marketplace transactions, so we enforce this rule strictly.
4.7 Intellectual Property License
You grant SLYD a non-exclusive, worldwide, royalty-free license to use your name, logo, and listing content for the purposes of operating, advertising, or promoting the Marketplace. For instance, SLYD might display your logo on the site to show that your services are available, or include your service as an example in marketing materials. We will not use your brand in a false or derogatory way. You also represent and warrant that you have the necessary rights to all content you provide to SLYD for your listings (such as any images of your hardware or data center, descriptions, etc.). If you include any third-party intellectual property (for example, a hardware manufacturer's logo or trademark) in your listing, you must ensure you have permission to use it (e.g., do not use a company's logo if they prohibit such use). You may revoke SLYD's promotional license to your brand/logo by contacting us with a request, but note that we at least need to display your listing and identify you as a Supplier on the site as long as you are participating.
4.8 Relationship of Parties
You and SLYD are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between us. You are not an agent of SLYD, and you cannot make commitments on SLYD's behalf. You provide your services to Consumers as an independent provider, and SLYD's role is that of a platform provider/facilitator. Neither party shall misrepresent the relationship. Consumers should understand that they are purchasing services from you (the Supplier) via our Marketplace, not from SLYD directly. For convenience, SLYD may handle certain transactional aspects such as billing Consumers in a consolidated manner, but this does not change the underlying fact that the contract for the compute service is between you and the Consumer.
4.9 Use of SLYD Marks and Publicity
This Agreement does not grant you any rights to SLYD's trademarks, logos, or brand features. You may not use SLYD's name, logo, or other marks without SLYD's prior written consent, except solely to identify yourself as a Supplier on the SLYD Marketplace (and only in a factual manner in accordance with any SLYD brand guidelines). You also agree not to issue any press release or public announcement regarding your relationship with SLYD or your participation in the Marketplace without SLYD's prior written approval. (In other words, you shouldn't advertise or imply any endorsement by SLYD beyond stating that you offer services via the SLYD platform, unless SLYD has agreed.)
5. Term and Termination
5.1 Term
This Agreement becomes effective once you are approved by SLYD as a Supplier and continues until it is terminated by either party as described below.
5.2 Voluntary Termination by Supplier
You may terminate this Agreement and cease participating as a Supplier at any time by providing written notice to SLYD (for example, via the designated support email or other official channel). However, if you have active service commitments to Consumers (ongoing rentals or upcoming reservations), you are expected to either fulfill those obligations or work with SLYD on an orderly transition for those Consumers. Ideally, you should plan your exit so that you stop accepting new orders and finish any current obligations over a reasonable period. If you abruptly leave the platform and drop active Consumers without fulfillment, it could cause harm to those Consumers for which you may be held responsible. (For example, SLYD may need to refund those Consumers from payouts otherwise due to you in order to compensate them for the disruption.)
5.3 Termination or Suspension by SLYD
SLYD may suspend or terminate your Supplier status (and this Agreement) for any breach of this Agreement, violation of the Acceptable Use Policy, repeated poor performance, or any behavior we determine to be harmful to the Marketplace or its users. In most cases of non-egregious issues, we will provide notice and, if appropriate, an opportunity for you to cure the issue (for example, if you have performance problems or minor breaches that can be corrected). However, for serious issues (such as fraud, major security incidents, or egregious misuse of the platform or resources) we reserve the right to suspend your account immediately to protect the platform and its users. If we terminate your Supplier status for cause (due to your misconduct or violation), you may forfeit any unpaid earnings related to that misconduct (for example, if you committed fraud, SLYD will not pay out fraudulently obtained funds). SLYD also reserves the right to terminate the Supplier program or your participation without specific cause, in which case we will provide a notice period (e.g., 30 days' notice) to wind down your participation. In a no-fault termination of the program or your status (where you have not violated anything), any payouts due to you for completed services will still be paid, and we would typically allow you to finish any current engagements during the notice period.
5.4 Effect of Termination
Upon termination of this Agreement for any reason:
Your Marketplace listings will be removed or marked as unavailable to Consumers.
You must complete any outstanding obligations to existing Consumers unless otherwise agreed with those Consumers or with SLYD.
SLYD will pay out any remaining amounts due to you for services already completed (minus any applicable offsets or disputed amounts) according to the regular payout schedule or an agreed-upon final payout schedule.
Each party remains liable for any obligations or liabilities that accrued prior to termination.
The following provisions of this Agreement (and any others which by their nature should survive) will survive termination: the sections on Indemnification, Limitation of Liability, Governing Law & Dispute Resolution (as incorporated by reference), Confidentiality, and any post-termination cooperation or obligations.
5.5 Transition Assistance
In the event of termination, especially if you are terminating your participation while Consumers are in the middle of using your services, both you and SLYD agree to cooperate in good faith to transition those Consumers smoothly to another solution. For example, SLYD might help find another Supplier to take over active workloads if possible, or arrange refunds or credits for affected Consumers. You may need to provide data backups or other handover materials to Consumers or to SLYD. This is particularly critical if termination is sudden or due to unforeseen events (for instance, if your data center suffers a catastrophe and you must cease operations abruptly, SLYD will work with you to migrate users or otherwise mitigate damage). Good faith cooperation during such transitions is expected from both parties.
5.6 Withdrawal of Resources
If at any time you need to withdraw or scale down some of your resources from the Marketplace (without terminating your entire Supplier account – for example, you want to remove one server from availability but continue offering others), you must ensure that no active Consumer is using that resource, or give any active user a chance to migrate off that resource. You should perform this withdrawal through the platform controls (e.g., mark the resource as unavailable or remove the listing) with appropriate lead time. Note that repeatedly making resources available and then unexpectedly withdrawing them can lead to Consumer dissatisfaction; if your resource availability becomes too unpredictable, SLYD may impose restrictions or conditions on your listings.
5.7 Confidentiality
During the term of this Agreement and after its termination, each party may have access to the other's confidential information. You might receive non-public information about SLYD's platform, such as technical data, usage statistics, or other information not known publicly. Similarly, SLYD might learn certain confidential information about your business or infrastructure that you do not make public. Each party agrees to treat the other's confidential information with strict confidence and to use it only for purposes allowed under this Agreement. You shall not disclose SLYD's confidential information to any third party (except your employees or contractors on a need-to-know basis, under appropriate confidentiality obligations) or use it for any purpose outside the scope of this Agreement without SLYD's consent. SLYD will similarly protect any of your confidential information and will not disclose it or use it outside the scope of this Agreement without your permission. Upon termination of this Agreement (or earlier upon request), each party will promptly return or destroy (and certify destruction of) the other party's confidential information that is in its possession, except as required to be retained by law or as part of standard archival backups (in which case the confidentiality obligations continue).
6. Liability and Legal Provisions
(The following provisions are in addition to those found in the general SLYD Terms of Service. In case of overlap, these specific Supplier terms apply to your Supplier activities.)
6.1 Limitation of Liability
To the maximum extent permitted by law, SLYD's liability to you in connection with this Agreement and your participation as a Supplier is limited. SLYD will not be liable for any indirect, consequential, special, punitive, or exemplary damages, or for any loss of profits, loss of data, business interruption, or loss of goodwill, arising out of or related to this Agreement or your use of the Marketplace, even if SLYD has been advised of the possibility of such damages. In any event, to the fullest extent permitted by applicable law, SLYD's total cumulative liability to you for all claims arising in any 12-month period will not exceed the total commissions (marketplace fees) that SLYD earned from your transactions on the Marketplace in that period, or $5,000 USD, whichever is greater. This liability cap applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if any limited remedy in this Agreement fails of its essential purpose. The foregoing limitations do not apply to the extent prohibited by law and do not limit liability for SLYD's own willful misconduct or fraud.
6.2 Disclaimer of Warranties
SLYD provides the Marketplace platform and Supplier program to you on an "as is" and "as available" basis. To the fullest extent permitted by law, we make no warranties or conditions of any kind, whether express, implied, statutory or otherwise, with respect to the Marketplace or any services or tools provided in connection with the Supplier program. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties that the platform will be uninterrupted, error-free, or secure. You bear the risk of participating as a Supplier. While we strive to attract customers to the Marketplace and facilitate transactions, we do not guarantee that you will receive any minimum number of orders, any particular level of earnings, or any particular business results through the platform.
6.3 Indemnification by Supplier
(In addition to the indemnity provided in Section 4.4 above.) You will defend, indemnify, and hold harmless SLYD and its affiliates, and each of our respective officers, directors, employees, and agents, from any third-party claim or demand (including reasonable legal fees) arising out of or related to: (a) your breach of this Agreement or any SLYD policy incorporated herein; (b) your services or listings on the Marketplace, including any actual or alleged infringement of third-party rights or other issues arising from the content of your listing or the performance of your services; (c) your misuse of personal data or violation of any law or regulation in the course of using SLYD's platform; or (d) your interactions with Consumers, including any disputes or injuries that occur during or as a result of a Consumer's use of your services. SLYD will promptly notify you of any claim for which it seeks indemnification, and will reasonably cooperate with you in the defense. You may assume control of the defense of such claim, provided you give SLYD assurance of your financial ability to cover the claim and employ counsel reasonably acceptable to SLYD. SLYD reserves the right to participate in the defense with counsel of its own choosing at its own expense. You may not settle any indemnified claim in a manner that imposes any liability or obligation on SLYD without SLYD's prior written consent.
6.4 Insurance
SLYD does not provide insurance coverage for Suppliers, and at this time carrying insurance is not a required condition to be a Supplier on the Marketplace (beyond any insurance you carry for your own business purposes). However, you are responsible for obtaining appropriate insurance for your activities if you deem it necessary or if it is required by law. This may include general liability insurance, property insurance for your hardware, cyber liability insurance, etc., depending on the nature and scale of your operations. In the future, SLYD reserves the right to require certain high-volume or enterprise Suppliers to carry a minimum level of liability insurance and to provide proof of such insurance. This would likely apply if your operations via SLYD could significantly impact SLYD or its customers in case of a failure (for example, if you run a large data center or serve a substantial number of critical workloads through SLYD). SLYD will discuss and coordinate any such requirements with you if they become necessary.
6.5 Dispute Resolution
Any disputes between you (the Supplier) and SLYD arising out of or relating to this Agreement will be handled as described in the Governing Law & Dispute Resolution section of SLYD's Terms of Service (which is incorporated herein by reference). In summary, the laws of the State of Delaware (USA) govern this Agreement, and most disputes between you and SLYD will be resolved through binding arbitration rather than in court, except as otherwise provided in the Terms of Service. This approach is intended to provide a quicker, cost-effective means to resolve issues. For clarity, this Section 6.5 covers disputes between you and SLYD. Disputes between you and a Consumer of your service ideally should be resolved through the Marketplace's support mechanisms and the terms you and the Consumer have agreed to. A Consumer could potentially bring a claim against you in an appropriate venue if there is a serious issue; in such cases, your obligations (such as indemnifying SLYD if the Consumer also involves SLYD) and the platform's dispute tools would come into play. We strongly encourage Suppliers and Consumers to use SLYD's internal dispute resolution mechanisms to resolve any issues related to service performance, in order to avoid legal proceedings.
6.6 Modification of Agreement
SLYD may update or modify this Marketplace Participation Agreement from time to time. We will provide you with at least 30 days' notice of any material changes, via email or a platform notification. The notice will designate the effective date of the updated terms. If you continue to provide services on the Marketplace after the new terms take effect, that continued participation will constitute your acceptance of the changes. If you object to a change, you may terminate your participation as a Supplier before the new terms come into effect (in accordance with Section 5.2). We will not enforce any material changes to this Agreement retroactively without your consent. We also do not anticipate frequent changes to these terms; updates are generally to adapt to new features, legal requirements, or to clarify policies as the Marketplace evolves. Supplier shall adhere to any Marketplace operational guidelines or technical requirements provided by SLYD, as updated from time to time and communicated to Supplier (e.g., via the Supplier dashboard or email).
6.7 Entire Agreement
This Agreement (the Marketplace Participation Agreement for Suppliers), together with the incorporated SLYD Terms of Service, Privacy Policy, Acceptable Use Policy, and any other documents expressly referenced herein, constitutes the entire understanding between you and SLYD regarding your participation as a Supplier. It supersedes any prior or contemporaneous agreements or understandings, whether written or oral, on the subject matter. If SLYD and you have entered into any additional written agreements specific to your participation (for example, a special promotional arrangement or a custom SLA addendum), those documents are deemed to supplement and be made part of this Agreement. In the event of a conflict between this Agreement and any separate negotiated agreement between you and SLYD, the terms of the negotiated addendum or agreement would control for that specific subject.
6.8 No Waiver
If either party fails to enforce any provision of this Agreement or delays in enforcing it, that will not be considered a waiver of its rights. A waiver of any term or breach of this Agreement is valid only if it is in writing and signed by the party granting the waiver. Even if a party grants a waiver in one instance, that waiver does not apply to any future situations or breaches – every situation is subject to strict enforcement unless expressly waived in writing at that time.
6.9 Severability
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The parties agree to negotiate in good faith to modify any invalid or unenforceable provision to achieve, to the greatest extent possible, the original intent of that provision in a valid and enforceable manner. If a modification is not possible, the provision will be severed, and the rest of the Agreement will be interpreted so as to best effect the original intent of the parties.
6.10 Assignment
You may not assign or transfer this Agreement or any of your rights or obligations hereunder to another person or entity without SLYD's prior written consent. (An exception is that if you are a company and undergo an internal reorganization or a merger/acquisition, you may transfer this Agreement as part of that transaction with notice to SLYD, provided the successor agrees to be bound by these terms.) SLYD may freely assign or transfer this Agreement (in whole or in part) to any of its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
6.11 Notices
Official notices under this Agreement should be sent to SLYD at the following address: SLYD Cloud LLC., 444 W. Lake St., Suite 1700, Chicago, IL 60606, Attn: Legal. An electronic copy should also be sent via email to legal@slyd.com. SLYD will send official notices to you at the email and/or physical address you provided in your Supplier account registration. Notices will be deemed delivered and effective: (a) three (3) business days after mailing via first class mail or an internationally recognized courier to the designated physical address, or (b) one (1) business day after sending an email (provided we do not receive an error or bounce-back indicating non-delivery). You are responsible for keeping your contact information up to date.
6.12 No Third-Party Beneficiaries
This Agreement is for the benefit of you and SLYD only. Except as expressly provided herein (for example, the protections and rights afforded to SLYD's affiliates, officers, employees, and agents under certain provisions such as Sections 6.1, 6.3, and 6.4), no other person or entity has any rights under this Agreement. In particular, no Consumer or other user of the Marketplace shall be deemed a third-party beneficiary of this Supplier Agreement or have any right to enforce any term of it.
6.13 Force Majeure
Neither Supplier nor SLYD will be liable for any delay or failure to perform its obligations (except payment obligations) caused by events outside its reasonable control, including but not limited to acts of God, natural disasters, strikes or labor disputes, war, terrorism, government actions, power or Internet outages, or other force majeure events. The affected party shall promptly notify the other of the situation and make reasonable efforts to mitigate the impact and resume performance as soon as practicable. If the force majeure event continues for an extended period (e.g. longer than 30 days), either party may have the right to terminate the affected services upon notice.
6.14 Further Assurances
Each party agrees to execute and deliver such other documents and to take such further actions as may be reasonably necessary to fulfill the objectives of this Agreement.
By clicking "I Agree" (during the Supplier sign-up process) or by otherwise participating as a Supplier on the Marketplace, you acknowledge that you have read and understood this Supplier Participation Agreement and agree to be bound by its terms.
