Rta LabsThese Terms of Use ("Terms") are a legal agreement between the company identified below as Rta Labs ("Rta Labs," "we," "us," or "our") and the business or other legal entity on whose behalf you access or use Rta Labs Compute ("Customer," "you," or "your").
Rta Labs legal entity: Auralith Inc.
Business address: 112-40 New Delhi Dr., Markham, ON L3S 0B5, Canada
Contact: legal@auralith.org
Rta Labs Compute is a business-to-business service. If you accept these Terms for a company or other organization, you represent that you have authority to bind that organization.
By creating an account, submitting a request, or otherwise using Rta Labs Compute, you agree to these Terms.
1. The Rta Labs Compute service
Rta Labs Compute helps businesses identify, evaluate, and connect with third-party providers of computing capacity, GPU infrastructure, colocation, networking, storage, and related infrastructure services.
Rta Labs may facilitate requirements gathering, sourcing, comparisons, requests for quotation, provider introductions, and related commercial discussions.
Unless Rta Labs expressly agrees otherwise in a separate written contract:
- Rta Labs is an intermediary and sourcing service, not the owner, operator, host, or provider of third-party infrastructure.
- Rta Labs does not itself guarantee third-party capacity, performance, availability, security, pricing, suitability, legality, service levels, or delivery dates.
- Any infrastructure purchase, lease, reservation, subscription, or service arrangement is ultimately governed by the agreement between the applicable buyer and infrastructure provider.
- No listing, option, estimate, match, communication, or website display constitutes a reservation or binding offer unless expressly confirmed in writing by the applicable provider and, where applicable, Rta Labs.
2. Eligibility and business use
You may use Rta Labs Compute only if:
- you are at least the age of majority where you live
- you are authorized to act for the organization associated with your account
- your use is for legitimate business purposes
- your use complies with applicable laws, sanctions, export controls, and contractual obligations
Rta Labs may request reasonable information to verify a company, user, authority, or transaction before facilitating an introduction.
3. Accounts
You must provide accurate information and keep it current.
You are responsible for activity conducted through your account and for protecting access to your work email.
You must notify Rta Labs promptly if you believe an account has been compromised.
Rta Labs may suspend access where reasonably necessary to protect the service, users, providers, or Rta Labs.
4. Infrastructure requests
You are responsible for the accuracy of the technical, commercial, timing, regulatory, geographic, and other requirements you submit.
You should identify which requirements are mandatory and which are preferences.
You must not submit:
- passwords or credentials
- private keys or API keys
- malware
- model weights
- source code that is not required for the sourcing process
- private datasets
- regulated personal information
- personal health information
- payment card data
- other sensitive information that is not reasonably necessary for infrastructure sourcing
Rta Labs may ask you to remove or resubmit information that is not appropriate for the service.
5. Capacity information and quotes
Infrastructure markets change quickly.
Capacity, pricing, configuration, term requirements, geography, service levels, and deployment dates may change after they are communicated to Rta Labs.
Rta Labs may label information as indicative, verified, stale, reserved, future, or otherwise qualified.
Unless a provider expressly confirms otherwise in a binding agreement:
- displayed capacity is not guaranteed
- displayed pricing is not guaranteed
- availability dates are not guaranteed
- an Rta Labs match is not a warranty of technical compatibility
- a quote may expire
You are responsible for conducting appropriate technical, legal, security, financial, and operational diligence before contracting with a provider.
6. Provider introductions and information sharing
You authorize Rta Labs to use your infrastructure requirements to identify and evaluate prospective providers.
Where reasonably necessary to confirm account eligibility, register an opportunity, obtain or validate a quote, verify capacity, or progress a potential transaction, Rta Labs may share relevant business and contact information with selected providers in accordance with the Privacy Policy.
Rta Labs will not publicly post your private infrastructure request without authorization.
7. Confidential commercial information
Non-public infrastructure requirements, non-public supplier information, quotes, bids, pricing, commercial terms, and transaction information disclosed through Rta Labs Compute should be used only for evaluating and progressing the relevant infrastructure opportunity.
You must not knowingly disclose another party's non-public commercial information except to your employees, contractors, advisers, financing sources, or professional representatives who reasonably need it for the relevant opportunity and are subject to appropriate confidentiality obligations, or where disclosure is required by law.
This section does not replace a separate NDA where one is signed.
8. Non-circumvention
Rta Labs invests resources in identifying, qualifying, and introducing counterparties.
If Rta Labs first identifies or introduces a specific infrastructure provider to you in connection with a specific or substantially similar infrastructure requirement, you agree not to knowingly structure or complete a substantially similar transaction with that provider, its relevant affiliate, or an intermediary acting for that provider for the primary purpose of avoiding Rta Labs's agreed compensation.
This restriction does not apply where you can reasonably document that:
- you had an active pre-existing commercial relationship with that provider for the same opportunity before Rta Labs's introduction, or
- the provider was independently engaged by you for the same opportunity before Rta Labs's introduction.
The protection period is 6 months from the applicable Rta Labs introduction or offer, unless another written agreement states a different period.
The parties may document pre-existing relationships and specific opportunity protections separately.
9. No exclusivity
Unless expressly agreed in writing, neither you nor Rta Labs is required to work exclusively with the other.
Rta Labs may source options from multiple providers and may work with multiple buyers.
10. Provider agreements
Where a buyer and provider enter into a separate infrastructure agreement, the provider agreement controls the delivery and use of the infrastructure.
Rta Labs is not a party to that provider agreement unless Rta Labs expressly signs it as a party.
Disputes concerning the provider's infrastructure, uptime, performance, delivery, security, billing, or service are primarily matters between the buyer and provider, subject to any separate written obligations Rta Labs has accepted.
11. Fees
Rta Labs may receive referral fees, commissions, channel compensation, or other consideration from infrastructure providers or other business partners.
Where you owe Rta Labs a buyer-side sourcing fee, advisory fee, or other charge, it will be disclosed and agreed in a separate written order, mandate, statement of work, or agreement.
Rta Labs does not represent that compensation arrangements are identical across providers.
12. Market and derived data
Rta Labs may generate aggregated, statistical, or de-identified information from use of the service, requests, quotes, transaction activity, and market observations.
Rta Labs may use such aggregated or de-identified information for:
- service improvement
- market analysis
- pricing indices
- research
- benchmarking
- capacity intelligence
- business planning
Rta Labs will not intentionally publish a buyer's or provider's confidential identity, confidential quote, or confidential transaction terms as part of market data unless authorized or otherwise permitted by agreement or law.
Rta Labs will not use identifiable confidential buyer or supplier transaction information to train a general-purpose AI model by default.
13. Acceptable use
You may not:
- submit false, misleading, fraudulent, or manipulated requirements
- impersonate another person or company
- scrape private account areas
- attempt to discover or bypass hidden provider identities through unauthorized technical means
- probe or attack Rta Labs systems
- upload malicious software
- interfere with other users
- use the service for unlawful activity
- violate sanctions or export controls
- use another party's confidential information outside the relevant opportunity
- attempt to manipulate market data or create false demand or supply signals
14. Intellectual property
Rta Labs and its licensors retain all rights in the Rta Labs Compute website, software, branding, design, databases, workflows, documentation, and other proprietary materials.
You retain ownership of content you submit.
You grant Rta Labs a non-exclusive licence to host, copy, process, transmit, and use submitted content only as reasonably necessary to provide, secure, administer, and improve the service, exercise rights described in these Terms, and comply with law.
15. Feedback
If you voluntarily provide ideas or product feedback, Rta Labs may use that feedback without restriction or compensation, provided Rta Labs does not disclose your confidential information through that use.
16. Third-party services
Rta Labs may rely on hosting, authentication, analytics, email, security, infrastructure-provider, and other third-party services.
Third-party services may have separate terms and privacy policies.
Rta Labs is not responsible for third-party services outside Rta Labs's control, except to the extent required by applicable law or separately agreed in writing.
17. Privacy
Rta Labs's collection and handling of personal information is described in the Rta Labs Compute Privacy Policy.
18. Service changes
Rta Labs may add, modify, suspend, or discontinue features.
Rta Labs may update these Terms by posting an updated version and changing the effective date.
Where a change is material and applicable law requires additional notice or consent, Rta Labs will provide it.
19. Disclaimers
To the maximum extent permitted by law, Rta Labs Compute is provided on an "as available" basis.
Rta Labs does not warrant that:
- every request will receive a match
- any provider will quote or contract
- a provider will maintain capacity
- a quoted price will remain available
- an infrastructure configuration will satisfy every workload
- the service will always be uninterrupted or error-free
Nothing on Rta Labs Compute is legal, tax, accounting, investment, engineering, or regulatory advice.
20. Limitation of liability
To the maximum extent permitted by applicable law, Rta Labs and its affiliates, officers, directors, employees, contractors, and agents will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, lost revenue, lost business opportunity, lost data, or the cost of substitute infrastructure, arising from or related to the service.
To the maximum extent permitted by applicable law, Rta Labs's total aggregate liability arising from or related to these Terms will not exceed the greater of:
- the fees paid directly by you to Rta Labs for the relevant Rta Labs Compute service during the 12 months before the event giving rise to the claim, or
- CAD $1,000
This section does not exclude liability that cannot legally be excluded.
21. Indemnity
To the extent permitted by law, you agree to defend and indemnify Rta Labs against third-party claims, losses, and reasonable costs arising from:
- content you submit
- your unlawful use of the service
- your breach of these Terms
- your violation of another party's rights
This obligation does not apply to the extent a claim was caused by Rta Labs's own unlawful conduct where the law does not permit indemnification.
22. Suspension and termination
You may stop using Rta Labs Compute at any time.
Rta Labs may suspend or terminate access where reasonably necessary because of:
- material breach
- fraud or suspected fraud
- security risk
- unlawful conduct
- sanctions or export-control concerns
- misuse of confidential information
- material risk to users, providers, or Rta Labs
Sections that by their nature should survive termination will survive, including confidentiality, non-circumvention for the applicable protection period, intellectual property, disclaimers, limitations, and accrued payment rights.
23. Electronic communications
You agree that Rta Labs may send service, security, account, transaction, legal, and administrative communications electronically.
Marketing communications are handled separately and may be unsubscribed from.
24. Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws rules. Subject to any mandatory law that applies otherwise, the courts located in Toronto, Ontario will have exclusive jurisdiction over disputes arising from these Terms.
25. General
If a provision is unenforceable, the remaining provisions remain effective to the extent permitted by law.
Failure to enforce a provision is not a waiver.
You may not assign these Terms without Rta Labs's written consent, except as part of a merger, acquisition, or sale of substantially all relevant assets where permitted by law. Rta Labs may assign these Terms as part of a corporate reorganization, financing, merger, acquisition, or sale of business, subject to applicable law.
These Terms, together with documents expressly incorporated by reference and any separate written Rta Labs agreement applicable to you, form the agreement governing your use of Rta Labs Compute.
26. Contact
Auralith Inc.
112-40 New Delhi Dr., Markham, ON L3S 0B5, Canada
legal@auralith.org