This Non-Circumvention Policy is incorporated into the Terms and Conditions and Terms of Supply between the Fluidstack entity listed in your Order (or FLUIDSTACK LTD, a company incorporated and registered in England with company number 10985545 and registered address at Third Floor, 20 Old Bailey, London, EC4M 7AN, United Kingdom, and headquartered at 780 3rd Avenue, New York, NY 10017, United States) (Fluidstack) and the individual or entity named in the Order with Fluidstack (Customer or Third-Party Provider). Defined terms in the Terms and Conditions or Terms of Supply apply to this Policy.
1. Non-circumvention
Customer and Third-Party Provider acknowledge and agree that a substantial portion of Fluidstack's compensation relates to the facilitation of its customer's access to the Services/Cloud Services, and that:
- Customers benefit from access to the Services/Cloud Services at lower prices than alternative mainstream cloud providers; and
- Third-Party Provider can more readily monetise (i) its under utilised cloud infrastructure; and/or (ii) any hardware specifically purchased and supplied to Fluidstack, including for the purpose of being prioritised for custom order bids.
During the term of the relevant Order and for 12 months following the expiry or termination of the Order (Non-Circumvention Period), Customer and Third-Party Provider each agree:
- to use Fluidstack as the exclusive method to request the Services/Cloud Services, or cloud services the same or similar, and to make and receive (as applicable) all payments for the Services/Cloud Services and Fluidstack’s services directly to or from (as applicable) Fluidstack from customers and not to circumvent the payment methods offered by Fluidstack;
- not attempt to contact, solicit, communicate, or find the contact information of a customer, potential customer or Third-Party Provider (as applicable) of Fluidstack with a view to using or providing the Services/Cloud Services, or cloud services the same or similar, without Fluidstack; and
- not to contact directly or indirectly or sell Services/Cloud Services, or cloud services the same or similar, directly or indirectly to: (i) any customers who purchase or have purchased Fluidstack’s services during the term of any agreement with Fluidstack or during the 12 months prior such agreement; or (ii) with who Fluidstack are in discussions with regarding the sale or potential sale of Fluidstack’s services during the term of such agreement or within 12 months prior.
The restrictions in this Non-Circumvention Policy will not apply in circumstances where, and to the extent that, Customer and Third-Party Provider entered into a contract for cloud services the same or similar to those provided by Fluidstack to Customer prior to entering into the Terms and Conditions or Terms of Supply (as applicable).