Legal

Terms of Service

Version 2026-09-21-billing · Effective September 21, 2026 · Lounge Fleet, LLC d/b/a Fillrate

Please read these terms carefully before you create an account or use the service.

1. Who we are

These terms are between you and Lounge Fleet, LLC d/b/a Fillrate (“Fillrate,” “we,” “us”). Fillrate is a managed operations desk for GPU hosts listed on Vast.ai. The public site is fillrate.net. Questions: [email protected]

By creating a console account, checking “I agree to the Terms of Service,” or using the service, you agree to these terms and to the Privacy Policy, which is part of this agreement.

These are Fillrate’s terms, not Vast.ai’s. We are not Vast.ai Inc., not the marketplace, and not a party to rentals between you and Vast renters.

2. Eligibility and your account

You must be at least 18 years old and able to enter into a binding contract to use Fillrate. If you are accepting for a company, you confirm you have authority to bind that company, and “you” means that company.

Fillrate is currently offered to customers in the United States only. By signing up you confirm that you are a U.S. resident, or a company formed in the United States, and that you are not signing up on behalf of anyone outside it. We may decline or close an account that does not meet this. This is a limit on who we sell to, not on where your hardware sits.

You are responsible for the accuracy of the account information you give us and for keeping it current. We may refuse, suspend, or close an account where these terms allow.

3. The service

Fillrate is the desk — not a marketplace, not a colocation provider, and not a staffed 24/7 NOC. We help you price, watch occupancy and reliability, and keep listings in working order on Vast.ai. You keep the hardware and the Vast payout account.

Depending on what you enable, that can include:

  • A host console for fleet, earnings, and settings.
  • Marketplace desk work: live pricing, occupancy, reliability, and contract hygiene.
  • Optional remote bare-metal work when you grant host access.

The console shows fleet earnings, occupancy, and what the desk has changed, so you can see the work. We do not lock a contractual baseline, and no fee depends on your earnings. Our fees are the flat per-machine amounts in Section 11 and nothing else.

Any review, estimate, or projection we give you — including a free fleet review before you sign up — is an illustration based on the information available at the time. It is not a promise, a guarantee, or a term of this agreement.

We do not promise a fill rate, a fixed $/hr, uptime of your hardware, or any amount of revenue. Markets move. Hardware fails. We promise a process — not a result.

4. You remain the independent Vast.ai host

You are, and you stay, the independent host / provider on Vast.ai. Fillrate is hired help on top of your listing. We do not become the host of record. We are not a party to any rental, instance, or contract between you and a Vast renter. Payouts stay on your Vast account. If a renter, Vast, or a third party has a claim about a job on your machine, that claim is between them and you (and Vast), not a Fillrate rental.

5. Limited agency for Vast.ai host ops

For machines you mark as managed, you appoint Lounge Fleet, LLC d/b/a Fillrate as your limited agent and contractor to operate your Vast.ai host account. That includes creating, updating, and relisting offers, and accepting Vast.ai’s then-current host or listing terms or agreement prompts where Vast requires acceptance to list or change a listing.

This authority is limited to what is reasonably necessary to keep your managed listings live and competitive. It does not extend to withdrawing funds, changing your payout destination, changing your Vast account credentials, deleting your Vast account, or binding you to obligations outside your Vast host listing.

Where we accept new or changed Vast.ai terms on your behalf, we will note it in the console and make the accepted version available to you.

You remain the Vast.ai host and the party to Vast’s agreements and to rentals with Vast renters. Fillrate is not the host of record and is not a party to those rentals. This appointment does not replace Vast.ai’s agreement with you, and Fillrate does not become a party to Vast’s terms in your place.

This authority ends when you revoke the Vast API key, revoke host access, turn off managed for the machine, or end the Fillrate service.

6. Your Vast.ai host obligations stay yours

You must keep your own Vast.ai host agreement and listing obligations. That includes, without limiting what Vast requires of you:

  • Advertising specs you can actually deliver.
  • Keeping hardware dedicated to the renter while a job is live.
  • Protecting renter data isolation on the host.
  • Honoring rental end dates and marketplace rules.

Fillrate ops will not kick live jobs to chase a better ask. That does not move your Vast host duties onto us. You remain bound by Vast’s terms. A breach of Vast’s terms is your breach, even if the desk was operating the listing.

You are responsible for confirming that your use of a third-party agent — including granting Fillrate an API key or host access — is permitted under your agreement with Vast.ai. If Vast.ai tells either of us that the arrangement is not permitted, we will stop and unwind the managed configuration on request.

7. You own the hosts and may grant us access

You warrant that you own or lawfully control the machines, the Vast.ai account, the payout connections (whatever Vast pays you through), and any cloud, ISP, or power accounts. You warrant that you may grant Fillrate a Vast API key, and SSH / OOB / other host access, for remote ops only.

Fillrate does not take title to your hardware and does not become the Vast account holder. We do not take your Vast password.

8. Access we need

To run the desk you grant the access the work needs, and you can revoke it at any time.

  • Vast API key. Used to read fleet, earnings, and listing state, and to apply agreed pricing and listing hygiene. You create and paste a key with the permissions the desk needs. Fillrate does not join your Vast team. Keys are stored encrypted. You can revoke the key in Vast and in the console.
  • SSH, OOB, and other host secrets. Only if you turn on remote host access for a machine. We use those credentials for agreed ops — drivers, CUDA, disk, verification chase, OS hygiene — not as a general-purpose admin of your life. Keys are stored encrypted. You can delete them in the console.

We will use the access you grant only to perform the service, to respond to a security incident, or as you specifically direct. We will not use it to access machines you have not placed under management.

You are responsible for granting only the access you intend. If a key or host was compromised, tell us promptly at [email protected].

9. Bare-metal is remote only

If you add the bare-metal add-on and grant host access, Fillrate may work on that host remotely. We do not come onsite. We do not do truck rolls. We do not perform work on a machine unless you have granted access for that machine. Agreed maintenance is not unsolicited root on every box you own.

10. We do not kick live jobs

We do not shorten or cancel a live rental to chase a better price. We reprice around live jobs. We do not extend listing ends without your approval. If a live job is running, it stays running unless you ask otherwise or the marketplace or renter ends it.

11. Fees and billing

11.1 Rates. Published rates live on Pricing. Unless we agree different numbers in writing for your account, they are:

  • Marketplace desk: $10 per managed machine per month.
  • Bare-metal add-on: $10 per managed machine per month, optional, remote only.

These flat per-machine fees are the whole of what Fillrate charges. We do not take a percentage of your earnings or a commission on any rental. Money from renters pays into your Vast payout account, and Fillrate never takes custody of your rental revenue.

An initial fleet review before signup is free.

11.2 Counting. Fees are based on managed machines. Partial billing periods and machines added or removed mid-period are prorated; your statement shows the calculation.

11.3 Taxes. Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes on the service, except taxes on Fillrate’s income.

11.4 Subscription billing and your authorization. Fillrate bills as a monthly subscription through a third-party payment processor. When you add a payment method, you authorize Fillrate to charge that payment method — card or bank account — automatically for the fees due each month, on a recurring basis, until you cancel. Charges are made in arrears at the start of each billing period for the period just ended.

You agree to keep a valid payment method on file and to keep it current while the service is active.

Each charge comes with a statement showing managed machines for the period, any proration, and the add-on count. Payment methods are managed in the console, or through our payment processor’s customer portal when that portal is available. You can cancel at any time from the console or by emailing [email protected].

11.5 Failed payments. If a charge fails, we will email you and retry over the following 10 days. If we still cannot collect, we may suspend the desk on written notice. Suspension does not cancel your account or waive amounts owed. Amounts still uncollected 30 days after the first failed charge may accrue interest at the lesser of 1.5% per month or the maximum the law allows.

11.6 Billing questions and disputes. If a charge looks wrong, contact [email protected] within 30 days of the charge. We will review in good faith and refund or credit any error. Please come to us before disputing a charge with your bank or card issuer — we can usually fix a billing mistake faster than a chargeback can, and a chargeback filed without contacting us first may lead to suspension while it is resolved.

11.7 Fee changes. We will give you at least 30 days’ notice before a fee change takes effect for your account, and you may cancel before the next charge. See Section 22.

12. Trial, then paid

New fleets start with a 7-day free trial. No payment method is required to start the trial. The trial clock starts when a verified Vast API key is saved, not when you create a console account.

Before the trial ends. We will email you at least 3 days beforehand with the date the trial ends, the fees that will apply, how to add a payment method, and how to cancel.

At the end of the trial. Paid service begins only when you add a payment method and confirm the subscription. If you have not added a payment method when the trial ends, we will not charge you — the desk pauses instead. We keep your account and settings for 30 days so you can pick up where you left off, after which we may close the account under Section 21.

Once paid service starts, the subscription renews automatically each month until you cancel. You can cancel at any time from the console, through our payment processor’s customer portal when that portal is available, or by emailing [email protected]. Cancellation takes effect at the end of the then-current monthly period, and you keep access until then. We do not charge a cancellation fee.

13. Account security

You are responsible for your Fillrate console credentials and for everyone you let use the account. Keep the password confidential. Do not share the login. Notify us at [email protected] if you think the account, a Vast key, or a host secret was compromised. To the extent the law allows, Fillrate is not responsible for losses from someone else using your console login, except where the loss is caused by our own failure to secure the service.

14. Acceptable use

You agree not to use Fillrate, the console, or access you grant us to:

  • Break the law, or host or list capacity you do not have the right to operate.
  • Attack, scan, harm, or disrupt other systems, networks, or marketplace users.
  • Share your console login, or try to access another customer’s account or data.
  • Circumvent security, scrape the console, or use Fillrate access to build a competing market-data product.
  • Interfere with Vast.ai, Fillrate, or other hosts in a way that is abusive or fraudulent.
  • Ask us to kick live jobs, take a Vast password, or do onsite / truck-roll work.

We can suspend or close an account that breaks this section.

15. Data, confidentiality, and benchmarks

15.1 Your data stays yours. You keep all rights in your fleet, earnings, and operational data. You grant Fillrate a non-exclusive, worldwide license to use that data to operate, secure, support, and improve the service, and to produce the aggregated benchmarks described below.

15.2 Aggregated benchmarks. Fillrate produces aggregated, de-identified benchmarks and market statistics — for example, median earnings per GPU-day by GPU model, occupancy ranges, and time-to-fill distributions — and may publish, share, and use them for any business purpose, including running the desk for other customers.

Aggregated output will not identify you, your machines, your account, or your fleet. We will not publish a data point unless it combines data from at least 5 distinct hosts, and we will not attempt to re-identify any host from aggregated data. We do not publish your individual earnings, and we do not use your fleet data to create testimonials or individual earnings claims.

15.3 Confidentiality. Each of us may receive non-public information from the other — your fleet economics and credentials, our pricing methods, console internals, and commercial terms. Each of us will use the other’s confidential information only to perform this agreement, protect it with at least reasonable care, and not disclose it to third parties except to people who need it and are bound by similar obligations, or where the law requires disclosure. This does not cover information that is public through no fault of the receiver, was already known, or is independently developed. These obligations last 3 years after the information is received, and indefinitely for credentials and host secrets.

16. Export and sanctions

You will not use Fillrate, or grant us access to hosts, for a prohibited end use or for a sanctioned party. That includes U.S. export-control and sanctions rules (for example OFAC restricted parties and comprehensively embargoed regions). You represent that you are not, and are not owned or controlled by, a sanctioned person, and that you will not provide the service or host capacity to one. We can suspend the desk if we reasonably believe a transaction would break those rules.

17. Third parties

The desk sits on top of services we do not control: Vast.ai, other cloud providers, ISPs, power, payment rails, email, and DNS. Their outages, policy changes, pricing, payouts, and actions are outside Fillrate. We are not liable for Vast payouts failing, listings being pulled, or a vendor changing its rules. You remain bound by Vast’s terms and by the terms of every other provider you use.

18. What we do and do not warrant

We will perform the desk work with reasonable care and skill, using methods a competent operator would use. That is the standard we hold ourselves to, and the only warranty we give.

Otherwise, the console and the desk are provided as is and as available. To the fullest extent the law allows, Fillrate disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant:

  • Fitness, design, condition, quality, capacity, or workmanship of your hardware.
  • Fill rate, occupancy, listing rank, marketplace demand, or earnings.
  • That the console or the desk will be uninterrupted or error-free.

GPU hosting is a risky business. You can lose money even when the desk is doing its job.

19. Limitation of liability

Lounge Fleet, LLC d/b/a Fillrate is not responsible for loss of earnings or other losses arising from:

  • Hardware failures or degradation (GPUs, boards, power supplies, disks, networking, cooling, or the rest of the box).
  • Downturns or changes in marketplace demand or pricing, including Vast.ai or competing markets.
  • Third-party outages or actions — Vast.ai, other cloud providers, ISPs, power, payment processors, email providers, DNS, or anyone else we or you depend on.

We do not guarantee fill rate, uptime of customer hardware, or revenue.

To the fullest extent the law allows, Fillrate is not liable for indirect, incidental, special, consequential, punitive, or lost-profit / lost-revenue / lost-earnings damages, even if we were told they were possible. Fillrate’s total liability for all claims is limited to the fees you actually paid Fillrate in the twelve months before the claim — desk and bare-metal add-on fees, not Vast renter payouts.

This cap does not apply to our breach of Section 15.3 (confidentiality), our gross negligence or willful misconduct, or any liability that cannot be limited by law.

Some places do not allow these limits; there the limit is the maximum the law allows. Nothing in these terms limits rights you have under consumer-protection law that cannot be waived.

20. Your indemnity

You will defend and indemnify Lounge Fleet, LLC d/b/a Fillrate and its people against third-party claims, damages, and reasonable legal fees arising from: your hardware; your renters or jobs; illegal use of the hosts or the console; your breach of these terms; or your breach of Vast.ai’s terms or another provider’s terms.

This does not apply to the extent the claim arises from Fillrate’s own gross negligence or willful misconduct. We will notify you promptly of a claim, and we may take over defense of a claim at our expense; you will cooperate. You may not settle a claim in a way that admits fault on our behalf without our consent.

21. Term and termination

This agreement runs month to month until either of us ends it.

You can stop at any time. Cancel from the console, or through our payment processor’s customer portal when that portal is available. Revoke the Vast key and host access, and delete secrets in Settings. You can also email [email protected]. Cancellation takes effect at the end of the then-current monthly period, and stops any further charges.

We can stop or suspend the service if you break these terms, if required access is withdrawn, if the fleet is not a fit, or if we wind down the product. Except where you have breached these terms or where the law requires immediate action, we will give you at least 30 days’ notice before ending the service.

On termination. Fees already owed through the end of the then-current period still apply. We will stop using your keys immediately and delete stored Vast API keys and host secrets within 30 days. We may retain account and billing records we need for billing, security, tax, or legal purposes, and aggregated benchmark data that no longer identifies you — see the Privacy Policy.

Survival. Sections 11 (for amounts owed), 15, 18, 19, 20, 22, 23, and 24 survive termination.

22. Changes to these terms

We may update these terms. The version date at the top is the current version.

For changes that materially affect your rights, your fees, or the agency grant in Section 5, we will give you at least 30 days’ notice by email and in the console before the change takes effect. If you do not accept a material change, you may cancel before it takes effect and will not be charged under the new terms. Continued use after a material change takes effect is acceptance of it.

For non-material changes, the updated version applies when posted. The version recorded on your account at signup is the one you accepted then.

23. Disputes, governing law, and venue

23.1 Governing law. These terms, and any dispute arising out of them or the Fillrate service, are governed by the laws of the State of Utah, without regard to conflict-of-law rules. Treat this as a contract entered into and performed in Utah. This is Fillrate’s venue, not Vast.ai’s.

23.2 Talk to us first. Before filing anything, you agree to email [email protected] describing the dispute and what you are asking for, and to give us 30 days to resolve it. We will do the same for you. For anything about a charge, use Section 11.6 first — that is the faster path and it resolves most of these.

23.3 Exclusive venue. If we cannot resolve a dispute informally, exclusive venue is the state and federal courts located in the State of Utah. You and Fillrate each consent to personal jurisdiction there and waive any objection based on inconvenient forum.

23.4 Small claims. Either of us may instead bring a qualifying claim in small-claims court, in any court that has jurisdiction over the other.

23.5 Jury waiver. To the fullest extent the law allows, you and Fillrate each waive the right to a jury trial in any dispute arising out of these terms or the service.

23.6 Individual basis only. To the fullest extent the law allows, claims must be brought individually. You and Fillrate each waive any right to bring or participate in a class, collective, consolidated, or representative action. If this paragraph is unenforceable as to a particular claim, it is severed as to that claim only, and the rest of this Section still applies.

23.7 Time limit. Any claim arising out of these terms or the service must be brought within one year after the claim arises, except where a longer period is required by law.

23.8 Injunctive relief. Either of us may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property, confidential information, or credentials, or to stop unauthorized access, without first completing Section 23.2.

23.9 Consumer rights. Nothing in this Section limits rights you have under consumer-protection law in your home jurisdiction that cannot be waived by agreement.

24. General

Assignment. You may not assign this agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all our assets, on notice to you.

Force majeure. Neither of us is liable for delay or failure to perform caused by events beyond reasonable control — including power, network, or upstream provider failures, natural events, labor disputes, or government action — other than the obligation to pay amounts owed.

Notices. We give notice by email to the address on your account and by posting in the console. You give notice by email to [email protected]. Email notice is effective when sent, absent a bounce. Keep your account email current.

Independent contractors. We are independent contractors. Except for the limited agency in Section 5, nothing here creates a partnership, joint venture, franchise, or employment relationship.

Entire agreement. These terms and the Privacy Policy are the entire agreement between us about the service, and replace any earlier proposals or discussions. Any different commercial terms we agree in a signed order form control over this document to the extent they conflict.

Severability and waiver. If a provision is unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed, and the rest stays in force. A failure to enforce a provision is not a waiver of it.

25. Contact

Lounge Fleet, LLC d/b/a Fillrate
[email protected]
fillrate.net

Privacy questions: [email protected]. See also the Privacy Policy.