Compute MatchMake System Terms and Conditions

1. Applicable Terms

The NVIDIA Terms of Service (“NVIDIA TOS”) and the additional Compute MatchMake System Terms and Conditions noted below (collectively, “Terms”) govern the use of the Compute MatchMake Platform (“Site” or “Platform”) operated by NVIDIA Corporation (“NVIDIA”, “we”, “us,” or “our”). These Compute MatchMake System Terms and Conditions will govern in the event of any direct conflict with the NVIDIA TOS.

The Platform is limited to connecting users (“you” or “your”) from organizations seeking GPU compute capacity (“Customers”), with GPU Infrastructure Providers (“NCPs”). By registering or using the Platform, whether as a Customer or NCP, you agree to these Terms. If you do not agree, do not use the Platform. Customers and NCPs participate at their sole discretion and NVIDIA has no involvement in the pricing set or the terms and conditions agreed to between matched parties.

2. Eligibility and Your Account

All users of the Platform must register with a business or corporate email address and be in good standing. By registering, you confirm that you are authorized to enter into binding agreements on behalf of your organization. You are responsible for all activity that occurs under your account and for keeping your login credentials secure. Notify us immediately if you suspect unauthorized access.

3. Matching Process

The Platform protects the identities of both Customers and NCPs throughout the selection and negotiation process to ensure selection is based on technical specifications rather than identity or relationships.

Customers browsing the marketplace will only see the technical specifications, region and GPU capacity availability and not the identity of the NCP.
NCPs receiving a reservation request will not see the Customer’s identity until they formally accept the request.
Both parties’ identities are disclosed to each other only upon formal acceptance by the NCP of a reservation request, at which point the information necessary to proceed to contract is shared.
You must notify NVIDIA if a contract is formed and provide information on the capacity contracted, start date and the duration of the contract to allow NVIDIA to appropriately update the Platform.
NVIDIA does not interfere with the matching process to prioritize or distinguish any particular NCP and will not know the identities of the matched participants, except as described in 3.d.

You agree not to attempt to identify, investigate, or circumvent the anonymity of any other party prior to formal acceptance.

4. Data Collection

Personal Information. NVIDIA will require certain personal information such as name of user and organization, and email address to access the Platform. NVIDIA will use your email to send notifications related to your reservation activities.
Privacy Policy. Please review the NVIDIA Privacy Policy located at https://www.nvidia.com/en-us/about-nvidia/privacy-policy/, which explains NVIDIA’s policy for collecting and using data.

5. Reservation Requests and Contract Formation

Submitting a reservation request does not create a binding contract. A contract is formed only when a Customer and an NCP complete the contracting process following acceptance of a request. We are not a party to any contract formed between a Customer and an NCP through the Platform. Any disputes arising from such contracts are solely between those parties. Where a reservation request is sent to multiple NCPs simultaneously, the first NCP to execute a definitive agreement will secure the reservation. All other competing offers automatically will be cancelled.

6. Pricing

Pricing is not set, recommended, or influenced by the Platform or NVIDIA. It is determined solely and independently between the Customer and the NCP after a match is made.

7. Acceptable Use

You agree to use the Platform only for its intended business purposes and not to submit false or fraudulent requests, attempt to disrupt or reverse-engineer the Platform, or use it in violation of any applicable law. We reserve the right, at our sole discretion, to monitor usage patterns for systemic anomalies and to suspend or terminate any account, without notice, if we believe in our reasonable judgement, that the account is being used in a manner inconsistent with these principles or in violation of applicable law. You are solely responsible for your own compliance with all applicable antitrust and competition regulations.

8. Intellectual Property

You retain ownership of data you upload, and grant us a limited license to process it solely for the purpose of providing the service.

9. Additional Disclaimers

NO GUARANTEES OR WARRANTIES. THE PLATFORM IS PROVIDED “AS IS”. NVIDIA MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION POSTED ON THE PLATFORM, INCLUDING CAPACITY AVAILABILITY, PRICING DATA, OR THE SUITABILITY OF ANY MATCH.

NO PARTY TO CONTRACT. NVIDIA IS NOT A PARTY TO, NOR DOES IT ENDORSE, ANY CONTRACT, AGREEMENT, OR ARRANGEMENT FORMED BETWEEN A CUSTOMER AND AN NCP. ALL SUCH CONTRACTS ARE SOLELY BETWEEN THE MATCHED PARTIES. NVIDIA DOES NOT ASSUME ANY RESPONSIBILITY, LIABILITY, OR OBLIGATION FOR THE PERFORMANCE, NON-PERFORMANCE, QUALITY, SECURITY, OR LEGALITY OF ANY SERVICES PROVIDED OR CONTRACTS ENTERED INTO VIA THE PLATFORM.

NO SUPERVISION OF CONDUCT. NVIDIA HAS NO CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONDUCT OF ANY USER, NCP, OR CUSTOMER, OR THE COMPLIANCE OF SUCH PARTIES WITH APPLICABLE LAWS. BY USING THE PLATFORM, YOU EXPRESSLY RELEASE NVIDIA FROM ANY AND ALL CLAIMS, LIABILITIES, OR DAMAGES ARISING OUT OF OR RELATED TO ANY DISPUTE, COLLUSION, OR OTHER CONDUCT OF OTHER USERS OR THIRD PARTIES ENCOUNTERED THROUGH THE PLATFORM.

10. Termination

You may close your account at any time without penalty by contacting us at computematchmake@nvidia.com.

11. Changes to These Terms

We may update the Terms from time to time and will notify registered users of material changes. Continued use of the Platform after that date constitutes acceptance of the updated Terms.