Terms of service agreement

This terms of service agreement ("Agreement") governs the use of services provided by Data Room, Inc., operating as Server Room ("Server Room"), to the individual or entity purchasing services ("Subscriber," "Customer," "You," or "Your").

By using Server Room services, you acknowledge that you have read, understood, and agree to be bound by this agreement, the acceptable use policy ("AUP"), and all related policies published by Server Room. Continued use of the services constitutes ongoing acceptance.

1. Company details

Server Room is operated by the following legal entities:

United States operations

• Company name: Data Room, Inc.
• Jurisdiction: State of New York, United States

European operations and billing entity

• Company name: DATA ROOM SRL
• Registered office: Bd. Dimitrie Pompeiu 8, Sector 2, 020337 Bucharest, Romania
• Trade Register registration number: J2008002031178
• Unique Registration Code (CUI/CIF): 24664650

Depending on the service purchased and the payment method selected (including card processors such as Stripe), the merchant of record and invoicing entity may be either Data Room, Inc. or DATA ROOM SRL. The applicable entity is identified at checkout and on the invoice issued for the order. An order invoiced by DATA ROOM SRL is governed by the Romanian terms of service, including their governing law and the courts they name.

2. Scope of services

Server Room provides hosting, streaming, bandwidth, compute, storage, and related infrastructure services as selected by the subscriber at the time of order.

A service is considered delivered once provisioned and made available, regardless of actual usage.

Certain services may require custom assembly, hardware procurement, or allocation of limited resources.

Listing a machine on the GPU marketplace, or renting one from it, is also governed by the Marketplace terms.

3. Privacy

Server Room respects customer privacy. Personal and billing information will not be sold, rented, or disclosed to third parties except where required by law, court order, or valid legal process.

4. Communications

Server Room communicates with customers primarily via email and support channels.

You are responsible for maintaining accurate contact information and monitoring communications sent to the email address on file.

Failure to receive or read communications does not relieve you of obligations under this agreement.

5. Billing, payments, and renewals

• Services are billed in advance on a monthly, quarterly, annual, or other agreed cycle;
• Accounts are charged automatically unless cancelled at least five (5) days before the end of the billing period;
• Failure to cancel results in billing through the end of the active cycle, regardless of usage;
• Each renewal is invoiced about nine (9) days before its renewal date and is payable by the renewal date, when it is charged automatically to the payment method on file;
• If a renewal payment cannot be collected, it is attempted again every four (4) days. If the third attempt fails, eight (8) days after the renewal date, the service is taken offline. Server Room emails you the day before;
• If there is no payment method on file that can be charged, the service may be taken offline from the renewal date;
• A service taken offline for non-payment comes back online automatically once the invoice is paid;
• A dedicated server still unpaid fourteen (14) days after it was taken offline is closed and its disks are erased. Server Room emails you three (3) days and one (1) day before. Data erased this way cannot be recovered;
• Setup fees, if applicable, are non-refundable.

6. Special-order, build-to-order, and out-of-stock services

Certain dedicated server configurations may not be immediately available and may require hardware procurement or custom assembly.

In such cases:

• Server Room will notify the customer and provide an estimated delivery window (typically 1–3 weeks);
• The customer's agreement to wait constitutes authorization for Server Room to proceed with procurement and allocation of required components;
• Once authorization is given, the order becomes special-order and non-cancelable;
• Any later cancellation is treated as termination, not a refund;
• Agreed delivery delays caused by supply chain or vendor lead times do not constitute breach.

7. Refunds

Refunds are governed exclusively by the Server Room refund policy, which is incorporated by reference.

Except as expressly stated in that policy:

• Fees are non-refundable;
• Termination does not retroactively void earned charges.

8. Chargebacks and payment disputes

Customers must contact Server Room support and allow reasonable time for resolution before initiating any chargeback or payment dispute.

Initiating a chargeback without following Server Room's dispute process constitutes a material breach of this agreement.

Server Room reserves the right to:

• Suspend or terminate services immediately;
• Recover chargeback fees, administrative costs, and related expenses;
• Submit logs, correspondence, and contractual documentation to payment processors to contest invalid disputes.

9. Acceptable use and content restrictions

The subscriber is solely responsible for all content and activity conducted through the services.

Prohibited uses include, but are not limited to:

• Illegal, infringing, obscene, or offensive material;
• Spam, spoofing, phishing, or unsolicited mass communications;
• Unauthorized access attempts or network abuse;
• Excessive resource consumption that degrades service for others;
• Circumvention of billing, monitoring, or usage controls;
• Retransmitting television channels or streams without the distribution rights to them, reselling access to such streams, or ignoring infringement notices.

Streaming, IPTV and video-on-demand services are permitted for content the subscriber owns or holds the distribution rights to. Server Room honors valid infringement notices, including DMCA notices; content subject to a valid notice must be removed, and repeat infringement results in termination.

Server Room may suspend or terminate services immediately for violations, without refund.

10. Resource usage and fair use

Server Room maintains high capacity infrastructure; however, usage must remain within reasonable and expected limits.

Server Room reserves the right to restrict, throttle, suspend, or terminate services that:

• Consume disproportionate CPU, memory, I/O, or bandwidth;
• Pose operational or security risks;
• Impact platform stability.

11. No warranties

Services are provided "as is" and "as available."

Server Room disclaims all warranties, express or implied, including but not limited to:

• Merchantability;
• Fitness for a particular purpose;
• Uninterrupted or error-free operation.

The subscriber is responsible for maintaining backups and redundancy.

12. Limitation of liability

Server Room is not liable for:

• Service interruptions or performance degradation;
• Data loss, corruption, or misdelivery;
• Third-party network behavior or protocol-level issues (including blockchain networks);
• Indirect, incidental, consequential, or financial damages.

Total liability, if any, shall not exceed the fees paid for the affected service period.

13. Termination

13.1 Termination by either party

Either party may terminate this agreement with five (5) business days' written notice, unless otherwise stated.

13.2 Immediate termination by Server Room

Server Room may terminate services immediately and without notice or compensation if the subscriber:

• Breaches this agreement, the refund policy, or the AUP;
• Initiates an improper chargeback or payment dispute;
• Engages in illegal, abusive, or disruptive behavior;
• Refuses reasonable troubleshooting cooperation;
• Overloads or misuses infrastructure.

13.3 Effect of termination

Upon termination:

• All outstanding charges become immediately due;
• Prepaid fees are non-refundable except as permitted by the refund policy;
• Contractual limitations, indemnities, billing, and dispute provisions survive termination.

14. Indemnification

The subscriber agrees to indemnify and hold Server Room harmless from any claims, losses, damages, or expenses arising from:

• Use of the services;
• Content stored or transmitted;
• Violation of this agreement or applicable law.

15. Modifications

Server Room may update this Agreement. It emails you, and shows a notice in your dashboard, at least 30 days before an update that reduces your rights or adds to your obligations takes effect, or earlier where the law requires a longer notice, and asks you to accept it when you next sign in or order. The email names the day the update takes effect. Such an update applies to you only from the later of that day and the day you accept it. Signing in, ordering, listing a Machine, paying, or going on using a service that is already running does not by itself accept it. Until it applies to you, the version you last accepted continues to apply to what is already running: a period you have paid for, earnings already accrued, refunds, and Disputes about earlier events. After the 30 days Server Room may decline a new order, or a new listing on the GPU marketplace, until you accept the update. Declining a new order does not by itself end a service that is running: a service is ended or not renewed only as the provisions on termination that apply to it, and the law, allow. Your account stays open for your claims, your tax records, money owed to you and the refund of a Balance. Other updates take effect when posted. This section also governs changes to section 16 (section 16.14) and to the Marketplace terms (their section 14).

16. Disputes: informal resolution, arbitration, class action waiver, time limit and governing law

16.1 Scope

This section applies to every dispute, claim or controversy between you and Server Room arising out of or relating to this Agreement, the Services, the GPU marketplace, your account, an order, an invoice or a payment ("Dispute"). In this section, "Server Room" means Data Room, Inc. and its officers, employees and agents, and a "consumer" is an individual who uses the Services mainly for personal, family or household purposes. This section does not apply to an order invoiced by DATA ROOM SRL: that order is governed by the Romanian terms of service, including their governing law and the courts they name.

16.2 Informal resolution first

Before starting an arbitration or a court case (other than in small claims court), the party with a Dispute sends the other a written notice: to Server Room by email at complaints@serverroom.net or by post at Data Room, Inc., 34-18 Northern Blvd #408, Long Island City, NY 11101; to you at the email address on your account. The notice gives the name and account email of the person making the claim and describes the Dispute and the relief sought. It is signed by that person or by a lawyer or other representative they have authorized; an electronic signature is enough. A notice that lets the other party identify the person and the Dispute is valid; if something is missing, the party that receives it says what within 10 days, and the sender may add it. A gap not raised within those 10 days is waived, and adding to a notice does not start the 60 days again. For 60 days after the notice is received, the parties try to resolve the Dispute individually; either may ask for a call by telephone or video, which the person making the claim or their representative may attend. Neither party starts an arbitration or a court case before the 60 days end, except to ask a court for urgent relief or where a time limit would otherwise run out; a filing made for either reason does not breach this section. Every time limit that applies to the Dispute, including the one in section 16.10, is paused from the day the notice is sent until the 60 days end. A notice sent in time counts from the day it was first sent, even if something is added to it later, and the 60 days are counted in full for the time limit of section 16.10 even where the parties end them early or a gap in the notice was waived. Asking a court for urgent relief, or filing to keep a claim alive, does not end a pause that a notice has started. A pause cannot lengthen a time limit that the law does not let the parties lengthen, which is why a filing needed to keep a claim alive is always allowed. Where this section requires no notice and none is sent, section 16.10 says by when the case must be started. A court decides whether this section 16.2 was followed. Not following it can delay a case; it does not take away a claim. The time limits of section 16.10 still apply, with the pause this section gives.

16.3 Who arbitrates

Sections 16.4 to 16.9 apply if you accepted this Agreement as an individual, not for a company or other organization, and you live in the United States. Whether you accepted as an individual or for a company is what you confirmed when you accepted it. If you were not asked, your Disputes are decided in court under section 16.12. Sections 16.4 to 16.9 do not apply to a company or other organization, to a Host on the GPU marketplace acting as a Host, or to a consumer who lives outside the United States; for them, sections 16.11 and 16.12 apply instead. A company or other organization, and a Host acting as a Host, are bound by section 16.7 in court. A Host who contracts as an individual and lives in the United States may opt out of section 16.7 as section 16.9 says; for that Host, section 16.9 concerns only the class action waiver in court and creates no agreement to arbitrate. Section 16.7 does not apply to a consumer who lives outside the United States, or to a Host whom section 16.11 treats as one.

16.4 Binding individual arbitration

A Dispute that is not resolved under section 16.2 is decided by binding arbitration, not in court, except as section 16.5 allows. The Federal Arbitration Act governs sections 16.3 to 16.9. In arbitration there is no judge or jury, the exchange of information is more limited than in court, and a court can review an award only on narrow grounds. The arbitrator decides whether a Dispute falls within these sections and whether they can be enforced, with these exceptions. A court decides whether you and Server Room made this Agreement, whether the person who accepted it could bind a company, who the parties to it are, and which agreement applies where more than one could. A court also decides any challenge specifically directed to the formation or enforceability of the delegation to the arbitrator in this section 16.4; whether you opted out in time under section 16.9; any question the law does not allow to be given to an arbitrator; and the questions that sections 16.2 and 16.7 give to a court. The AAA, under its rules, decides whether section 16.8 applies to a demand and whether a demand meets the AAA's filing requirements.

16.5 What stays in court

(a) Either party may bring an individual claim in a small claims court that has jurisdiction over it, and either may ask, before an arbitrator is appointed, to move an arbitration there. (b) Either party may ask a court for an order to stop the infringement or misuse of its intellectual property, or unauthorized access to or abuse of the Services, while the Dispute is arbitrated.

16.6 Rules, place and fees

The American Arbitration Association ("AAA") administers the arbitration under its Consumer Arbitration Rules and, where section 16.8 applies, its Mass Arbitration Supplementary Rules, in the version in effect when the arbitration is filed; they are at adr.org. Nothing in this section takes away a protection that the law, the AAA's Consumer Due Process Protocol or the AAA's rules give you, including on fees, access to small claims court, a hearing and sanctions; where this section and such a protection differ, the protection applies. The arbitration is held by video, or on documents where those rules provide, unless you choose a hearing in person where the rules give you that choice or the arbitrator decides that one is needed; a hearing in person takes place in the county where you live. The arbitrator applies New York law and may award you any individual relief a court could award you, including attorneys' fees where the law allows them. For every individual these sections cover, whichever of its rules the AAA applies, the AAA filing fees you have to pay are never more than the AAA's consumer fee schedule would ask of an individual for that proceeding, with any waiver it allows. Server Room pays the difference, and every other AAA administrative fee and the arbitrator's compensation for the proceeding, except what the law and the AAA's consumer protections allow to be put on you, and pays each amount the AAA bills it by the date the AAA sets. If the AAA declines to administer an arbitration because Server Room has not met the AAA's requirements, or cannot administer it for any other reason, you may bring the Dispute in court under section 16.12, unless you and Server Room both agree on another forum after the Dispute has arisen, and Server Room will not ask you to pay for another arbitration forum. Each party pays its own lawyers' fees and costs, unless the law under which a claim is brought awards them to the winner, or the arbitrator finds, as far as the law and the AAA's rules allow, that a claim or defense was frivolous or brought for an improper purpose. Judgment on the award may be entered in any court with jurisdiction.

16.7 Individual claims only

You and Server Room each bring claims against the other only individually, and not as a plaintiff or class member in any class, collective, consolidated or representative proceeding, in arbitration or in court. An arbitrator may not combine the claims of more than one person, except as the AAA's rules provide under section 16.8, and may award relief only to the person who brought the claim. A court, not an arbitrator, decides any dispute about the validity, scope or enforceability of this section 16.7. If a court finds that this section cannot be enforced for a particular claim or remedy, such as a request for public injunctive relief, that claim or remedy is separated and decided by a court that has jurisdiction over it. That court decides whether it waits for the arbitration of the rest, and may give urgent relief meanwhile; the claim or remedy is never decided in a class arbitration. This section does not stop you from reporting a matter to a government agency, or an agency from acting on it, and it does not waive a right that the law does not allow to be waived. It does not apply to you if you opted out under section 16.9.

16.8 Mass filings

Where demands for arbitration against or by Server Room are a mass arbitration as the AAA's Mass Arbitration Supplementary Rules define it (when this was written: 25 or more similar demands with the same or coordinated representation), those rules apply to them. Each demand must name one person, include the information required by section 16.2, and say when the notice under section 16.2 was sent and whether the informal step was completed, was waived or falls under one of its exceptions. A demand filed before that step is complete can be completed or paused; it is not lost. The AAA administers the demands under those rules, including any grouping of cases it decides on, in a way that keeps each person's right to an individual hearing and a timely decision. Server Room will not ask for the demands to be decided one after another. The time limit for each demand is paused from the day it is filed until it is decided.

16.9 Opting out

You may opt out of arbitration and of the waiver in section 16.7 (sections 16.4 to 16.8) within 30 days after you first accept a version of this Agreement containing this section, by email to complaints@serverroom.net or by post to Data Room, Inc., 34-18 Northern Blvd #408, Long Island City, NY 11101, giving your name and the email address on your account and saying that you opt out. You or a lawyer or other representative you have authorized may send it. An opt-out sent within the 30 days is valid from the day it is sent, whether or not Server Room has confirmed it. Your Disputes are then decided in court under section 16.12, and section 16.7 does not apply to you. A Host who contracts as an individual and lives in the United States may opt out of section 16.7 in the same way, within 30 days after first accepting a version of this Agreement that gives Hosts this opt-out; its Disputes are decided in court either way. Opting out does not affect the rest of this Agreement, including section 16.12 and its waiver of a jury trial.

16.10 Time limit for claims

This section applies to a Dispute between Server Room and a company or other organization, a Host acting as a Host, or an individual who uses the Services mainly for business or professional purposes. It does not apply to a consumer, wherever they live, or to a Host whom section 16.11 treats as a consumer: they keep the time limits the law gives, and section 16.2 still applies. Such a Dispute must be raised by a notice under section 16.2 within one year after the party raising it knew, or reasonably should have known, of the facts giving rise to it, and the arbitration or court case about it must be started within one year after the 60 days of section 16.2 end; otherwise the claim is barred. Where section 16.2 requires no notice and none is sent, the case must be started within one year after the party raising the Dispute knew, or reasonably should have known, of those facts. For a claim for breach of a contract for the sale of goods, where this section was part of the original agreement for that sale and the law allows it, the time limit is instead one year from when the claim accrued under section 2-725 of the Uniform Commercial Code, whose rules on accrual, warranties of future performance and tolling continue to apply; the notice deadline above does not apply to such a claim, and section 16.2 neither shortens that year nor prevents a filing needed to keep the claim alive. Nothing in this section revives a claim that the law already bars, and the law's own rules on when a claim arises and when time is paused still apply. This section applies equally to you and to Server Room. It does not apply to a claim under a consumer protection statute, a claim of fraud, a claim for personal injury, or any other claim whose time limit the law does not allow to be shortened or to be shortened this far. It applies only to Disputes about events that happen after this section applies to you (section 16.15).

16.11 Consumers outside the United States

If you are a consumer who lives outside the United States, you may bring a claim in the courts named in section 16.12 or in the courts of the place where you live, and Server Room may bring a claim against you only in the courts of the place where you live. This Agreement is governed by New York law, but you keep the protection of the rules of the country where you live that cannot be set aside by agreement. A Host who lists as an individual and lives in the European Union, the European Economic Area or the United Kingdom is treated as a consumer under this section.

16.12 Courts

Any Dispute that is not arbitrated, other than a claim in small claims court, is decided exclusively by the Supreme Court of the State of New York, Queens County, or, where it has jurisdiction, the United States District Court for the Eastern District of New York, subject to section 16.11 and to any right to bring a claim elsewhere that the law does not allow to be waived. Each party submits to those courts and waives any objection that they are an inconvenient forum. Service of process by certified mail, return receipt requested, to the address on file is effective where the rules of the court and the law on service in another country allow it. TO THE EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY DISPUTE DECIDED IN COURT. In a Dispute in court between Server Room and a company or other organization, the prevailing party recovers its reasonable attorneys' fees, court costs and expert fees, including on appeal; if neither clearly prevails, each pays its own.

16.13 Governing law

This Agreement and every Dispute are governed by the laws of the State of New York, without regard to conflict-of-laws rules, and sections 16.3 to 16.9 by the Federal Arbitration Act.

16.14 Changes to this section

Section 15 governs a change to this section 16: Server Room emails you at least 30 days before the change takes effect, and it applies to you only from the later of that day and the day you accept it. You may also tell Server Room that you reject a change, by email or by post to the addresses in section 16.2. A change does not apply to a Dispute about events that happened before it applied to you, or for which a notice under section 16.2 was sent, or an arbitration or court case was started, before then. Until a change applies to you, the version of this section you last accepted continues to apply between you and Server Room.

16.15 Earlier terms and earlier Disputes

This section 16 applies to you from the later of the day it takes effect and the day you accept it (section 15). For Disputes about events that happen from then on, it replaces every earlier governing-law, forum, jury and dispute clause between you and Server Room, including those in earlier versions of this Agreement and of the Marketplace terms. A Dispute about events that happened before then, whether or not it had been raised, stays under the terms that applied when they happened, including their time limits.

16.16 Survival and severability

This section 16 survives the end of this Agreement and the closing of your account. If a court finds part of it unenforceable, the rest stays in effect, except as section 16.7 provides.

17. Feedback

17.1 What feedback is

"Feedback" means a suggestion, idea, feature request, bug report or comment about Server Room's services, websites, apps, the GPU marketplace or the marketplace agent that you choose to give Server Room, by any means, including support tickets, the live chat and its automated assistant, WhatsApp, email, phone, surveys and the public MCP server, whether you give it yourself or through a person or an AI agent you have authorized to act on your account. It includes the text and images you send to explain it.

17.2 What feedback is not

Feedback does not include your content: the data, files, software, models, streams, audio, video and other material that you or your users store, run, process or transmit with the services, including on a GPU marketplace Rental. It does not include the account and support information you give us so that we can provide or support your services, such as credentials, configurations and logs, which we keep confidential, and it does not include personal data. It does not include anything you give us under a separate confidentiality agreement, or an idea or proposal that you and Server Room have agreed in writing to treat differently or to pay for. This section gives Server Room no right in any of these. The Privacy Policy, and any data processing agreement between you and Server Room, govern personal data, including personal data that appears in feedback, and this section changes neither.

17.3 Our right to use it

Feedback is not confidential. You grant Server Room a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and fully paid license, under the rights you own or control in the feedback, including any patent claim that is necessarily infringed by carrying out the suggestion as you gave it, and no claim infringed only by combining it with something else or by a feature developed independently, to use the suggestion: to build, change and offer products, services, software and material that follow it, including software Server Room publishes under an open-source license, and to let others do the same as part of them. It is a license to the suggestion and to nothing else you own. You keep ownership of your ideas and remain free to use them as you wish, and this section does not take away a right the law does not allow you to give up.

17.4 No obligation

Server Room is not required to review, use, acknowledge or answer feedback, to pay for it, or to name you as its source. Server Room may already be developing something similar, or may receive the same idea from someone else, and owes nothing for building it. Server Room will not publish your name, or present your feedback as your review or endorsement, without your permission.

17.5 Your part

Send only feedback that, as far as you know, you have the right to share. If you need information kept confidential, or want to be paid for an idea, that requires a separate written agreement signed by Server Room before you share it.

17.6 Changes and duration

No colleague and no automated assistant can agree in a chat, ticket or email to treat a particular suggestion differently: that takes a separate written agreement signed by Server Room, which may be signed electronically. This section itself changes only as section 15 provides. It applies only to feedback you give after you accept this section, and continues after this agreement ends.

18. Entire agreement

This agreement, together with the refund policy and AUP, constitutes the entire agreement between the parties and supersedes all prior understandings.

Where these documents say different things about the same matter, they apply in this order: the law that cannot be set aside by agreement; for a transfer of personal data, the transfer clauses that apply to it, by their own rule of priority; the data processing agreement; for a Host on the GPU marketplace established in the European Union or the European Economic Area, the supplement to the Marketplace terms, for the subjects it covers; the Marketplace terms, for the GPU marketplace, including the refund of unused Balance and of time lost to an outage; the Refund Policy, for refunds of other services; and then this Agreement. Nothing in this order takes away a right the law gives a consumer, a person whose personal data is processed, or a business user. Our Privacy Policy explains how we process personal data; it is not consent to processing, it does not reduce a right under data protection law or the data processing agreement, and it does not change the priority of a transfer clause.