Master Cloud Services Agreement

1.1 Account means Customer's organizational or individual account on the Platform.

1.2 Additional Services means any services beyond core GPU compute, including managed infrastructure, engineering, consulting, optimization, monitoring, compliance support, data migration, custom networking, and other professional or cloud services.

1.3 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party (more than fifty percent (50%) voting securities).

1.4 Confidential Information means non-public information disclosed by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential.

1.5 Customer Data means all data, datasets, code, machine learning models (architectures, weights, hyperparameters, checkpoints), training data, inference inputs and outputs, fine-tuned models, configurations, logs, and other materials uploaded to, stored on, processed by, or generated through Customer's use of any Instance. Excludes Provider operational telemetry that does not contain Customer-identifiable information.

1.6 Effective Date means the date Customer first creates an Account or, if earlier, first accesses or uses the Services.

1.7 Enterprise Agreement means a separately negotiated agreement that expressly supersedes or supplements this Agreement for commitments of six (6) months or longer.

1.8 GPU means a graphics processing unit made available as part of an Instance, identified by model in the Platform catalog.

1.9 GPU-Hour means one GPU operating for one clock hour (sixty minutes). Partial hours are rounded up to the next full hour for billing.

1.10 Instance means a physical bare-metal server provisioned for Customer's exclusive use during the Reservation Period, with the specifications displayed on the Platform at booking.

1.11 Long-Term Reservation means a Reservation of six (6) calendar months or longer, governed by an Enterprise Agreement.

1.12 Platform means Provider's cloud computing management, booking, and billing platform at cloud.iframe.ai.

1.13 Reservation means a booking of one or more Instances through the Platform for a specified period, constituting a binding commitment.

1.14 Reservation Period means the period for which an Instance is reserved, from provisioning to scheduled expiration or earlier termination.

1.15 Services means, collectively, GPU compute, platform access, networking, storage, technical support, and any Additional Services provided under this Agreement.

1.16 Standard Rate means the per-GPU-Hour rate published on the Platform at the time of booking. Standard Rates may change on thirty (30) days' notice; the rate at booking is locked for the Reservation's duration.

1.17 Standard Reservation means a Reservation of not less than twenty-four (24) hours and less than six (6) calendar months, governed by this Agreement.

2.1 Account registration. Customer must create an Account to access the Services, providing accurate and current registration information. Provider may verify Customer's identity, creditworthiness, and beneficial ownership in accordance with applicable U.S. law (KYC, CIP, AML) prior to activating Services.

2.2 Reservations. All Reservations are placed through the Platform. Each accepted Reservation is a binding commitment to pay the applicable fees for the entire Reservation Period. The minimum Reservation Period is twenty-four (24) hours. Any commitment of six (6) months or longer requires execution of an Enterprise Agreement.

2.3 Pricing. Fees for Standard Reservations are at the Standard Rate displayed at booking. Once confirmed, the rate is fixed for the Reservation Period. Provider may update Standard Rates prospectively upon thirty (30) days' notice; changes do not affect confirmed Reservations.

2.4 Dedicated resources. Each Instance operates as a bare-metal, single-tenant server with full, exclusive hardware access. Provider shall not share, subdivide, or oversubscribe any Instance during the Reservation Period.

2.5 Software environment. Provider pre-installs a production-ready ML stack on each Instance: Ubuntu LTS, the latest stable CUDA toolkit, cuDNN, NCCL, PyTorch, and TensorFlow. Customer may install additional software, subject to the AUP.

2.6 Access. Provider provides (a) secure SSH access via public-key authentication and (b) a web-based management console. All access supports multi-factor authentication. Customer is solely responsible for credentials and security configuration.

2.7 Additional Services. Provider offers engineering, consulting, managed infrastructure, optimization, and other professional services at rates published on the Platform or quoted in a statement of work.

3.1 Fee calculation. Fees = (GPUs in Instance) × (GPU-Hours consumed) × (Standard Rate at booking). Each GPU is billed individually.

3.2 Consolidated invoicing. Provider issues one invoice through the Platform by the first business day of each month for prior-month charges, itemizing: (a) GPU compute by Instance/Reservation; (b) Additional Services; (c) data egress; (d) credits; and (e) taxes. First and final invoices are pro-rated.

3.3 Payment terms. Invoices are due within fifteen (15) calendar days. Payments are in USD by wire transfer, ACH, or other methods enabled on the Platform.

3.4 Late payments. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum permitted by law. Provider shall give five (5) business days' notice before suspension. Suspension does not relieve payment obligations.

3.5 Disputes. Customer pays undisputed amounts when due and submits written notice of disputes within ten (10) business days. Parties negotiate in good faith for thirty (30) days. Overbilled amounts are credited or refunded within fifteen (15) days of resolution.

3.6 Taxes. Fees exclude applicable taxes. Customer pays all sales, use, and VAT taxes. Provider pays taxes on its own net income.

3.7 Credit verification. Provider may require credit verification, proof of funds, identity documentation, a security deposit, or prepayment. Failure to cooperate within fifteen (15) days may result in suspension of new Reservations.

4.1 Acceptable use. Customer shall comply with the Acceptable Use Policy (Exhibit B).

4.2 Account security. Customer is solely responsible for all activities under its Account, shall maintain credential confidentiality, and shall promptly report suspected unauthorized access.

4.3 Customer Data. Customer is solely responsible for the legality, reliability, and appropriateness of all Customer Data and warrants it has all necessary rights.

4.4 Compliance. Customer shall comply with all applicable laws, including export controls (EAR), OFAC sanctions, FCPA, and data-protection laws.

The Service Level Agreement (Exhibit A) sets forth availability commitments, measurement methodology, and credits. Key provisions:

5.1 Standard Reservation SLA. Provider uses commercially reasonable efforts to maintain Instance availability. If an Instance experiences Downtime attributable to Provider or its third-party infrastructure providers, Customer receives a service credit equal to the fees for each full clock hour of unavailability. Credits apply to the next invoice.

5.2 Credit calculation. Credits = Standard Rate × GPUs in Instance × full hours of Downtime. No credits for partial hours. Credits cannot exceed the monthly fees for the affected Instance.

5.3 Exclusions. No credits for: Scheduled Maintenance; Customer acts or omissions; force majeure; AUP suspension; Customer breach; or failures of Customer's ISP / network.

For Standard Reservations, service credits are Customer's sole and exclusive remedy for any failure by Provider to meet service-level objectives. Provider's failure to meet a service-level objective shall not constitute a material breach of this Agreement.

5.5 Enhanced SLA for Long-Term Reservations. Enterprise Agreement customers are entitled to enhanced commitments including guaranteed 99.5% uptime, tiered credit schedules (10%–100%), mandatory 24-hour hardware replacement, 72-hour maintenance notice, early termination rights, root-cause analysis, and named Technical Account Managers. These apply only to Enterprise Agreements.

6.1 Customer Data ownership. All Customer Data is Customer's exclusive property. All ML models, weights, checkpoints, fine-tuned models, inference results, and derivative outputs are Customer's property regardless of Provider's hardware contribution.

6.2 Limited license. Customer grants Provider a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to host, store, cache, and process Customer Data solely to perform the Services. This license terminates automatically upon expiration or termination.

6.3 Restrictions. Provider shall not: (a) access or use Customer Data except as necessary for the Services or as required by law; (b) use Customer Data to train, fine-tune, or improve any of Provider's models, products, or services; (c) aggregate or commingle Customer Data with other customers' data; (d) sell, rent, or commercialize Customer Data; or (e) reverse-engineer Customer's models.

6.4 Provider IP. Provider's Platform, infrastructure, software, APIs, and tools remain Provider's exclusive property.

6.5 Data security. Provider maintains commercially reasonable security including AES-256 encryption at rest, TLS 1.2+ in transit, MFA for admin access, network segmentation, IDS/IPS, and monthly vulnerability scanning. Provider notifies Customer within seventy-two (72) hours of a confirmed data security incident.

6.6 Data retrieval & deletion. Customer has seven (7) days after Reservation expiration to retrieve data. After the retrieval period, Provider deletes Customer Data using commercially reasonable methods. Enterprise customers may negotiate extended retrieval periods (up to 30 days) and NIST SP 800-88 certified deletion.

7.1 Obligations. Each Party shall (a) use the other's Confidential Information solely for this Agreement; (b) protect it with reasonable care; and (c) restrict disclosure to those with a need to know bound by confidentiality obligations.

7.2 Exclusions. Standard exclusions: publicly available, previously known, received from third parties without restriction, or independently developed.

7.3 Compelled disclosure. Prompt notice (if permitted), minimum disclosure, and cooperation with confidential treatment.

7.4 Survival. Three (3) years; trade secrets survive as long as they qualify under applicable law.

8.1 Term. Effective from the Effective Date until terminated. Individual Reservations continue for their Reservation Periods regardless of Agreement termination.

8.2 Termination for convenience. Either Party may terminate this Agreement (not active Reservations) on thirty (30) days' notice. Customer remains liable for all active Reservations.

8.3 Reservation cancellation. Customer may cancel a Standard Reservation early but shall pay all accrued fees plus 100% of fees for the remainder of the Reservation Period. Provider may waive cancellation fees at its discretion.

8.4 Termination for breach. Either Party may terminate on fifteen (15) days' notice of an uncured material breach.

8.5 Immediate termination by Provider. Provider may immediately suspend or terminate if (a) the AUP is violated with imminent threat; (b) undisputed amounts remain unpaid past the cure period; or (c) required by law.

8.6 Effect. Upon termination: data retrieval per §6.6; deletion per §6.6; payment of accrued fees and cancellation charges; return / destruction of Confidential Information. Surviving provisions: Articles 1, 3 (accrued), 6, 7, 9, 10, 11, and 13.

9.1 Mutual. Each Party represents it is duly organized, has authority, and its performance will not violate applicable law.

9.2 Provider. Provider warrants the Services shall be performed in a professional manner consistent with generally accepted industry standards for cloud compute providers.

Except as expressly provided herein, the Services are provided “as is” and “as available.” Provider disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. Provider does not warrant that the Services will be uninterrupted, error-free, or secure. Customer assumes all risk associated with use of the Services to the fullest extent permitted by law.

To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or damages for lost profits, revenue, data, business opportunities, or goodwill, regardless of theory of liability or prior notice of possibility.

10.2 Cap. Except as provided in §10.3, each Party's total aggregate liability shall not exceed the total fees paid or payable during the three (3) months preceding the first event giving rise to liability.

10.3 Exclusions. The limitations above do not apply to: (a) Customer's payment obligations; (b) breach of confidentiality; (c) gross negligence, willful misconduct, or fraud; (d) indemnification obligations; or (e) export / sanctions / anti-corruption violations.

10.4 Sole remedy. Service credits are Customer's sole and exclusive remedy for availability or performance failures. Maximum monthly credits equal monthly fees for the affected Instances.

Enhanced protections for Enterprise Customers. Customers with Enterprise Agreements may negotiate higher liability caps, mutual consequential-damages carve-outs for data-security breaches, and tailored indemnification terms. These are available only through a separately executed Enterprise Agreement.

11.1 By Provider. Provider defends and indemnifies Customer against third-party IP infringement claims arising from the Services as provided and used in accordance with this Agreement.

11.2 By Customer. Customer defends and indemnifies Provider against claims from (a) breach of this Agreement or the AUP; (b) Customer Data or workload IP infringement; (c) violation of applicable law; or (d) unauthorized use of the Services.

11.3 Procedure. Prompt notice; sole control of defense; reasonable cooperation. Failure to notify only reduces obligations to the extent of material prejudice. No settlement imposing obligations on the indemnified Party without consent.

12.1 Sanctions. Customer represents it is not an SDN / Blocked Person, is not in a comprehensively sanctioned country, and is not otherwise prohibited from transacting.

12.2 Anti-corruption. Neither Party shall make corrupt payments in connection with this Agreement.

12.3 End-user verification. Provider may require verification of end users and beneficial owners of Customer's workloads. Customer shall cooperate with reasonable requests.

13.1 Governing law. Delaware law, without conflicts provisions. The UN CISG does not apply.

13.2 Disputes. (a) Thirty-day executive negotiation. (b) Final, binding AAA arbitration in San Francisco before a sole arbitrator. (c) Injunctive relief available in any court for IP or Confidential Information protection.

13.3 Assignment. No assignment without consent (not unreasonably withheld), except in connection with a merger, acquisition, or asset sale where the assignee assumes obligations in writing.

13.4 Force majeure. Neither Party is liable for non-payment failures beyond reasonable control. If an event exceeds thirty (30) days, either Party may terminate affected Reservations with pro-rata credit for prepaid fees.

13.5 Entire agreement; updates. This Agreement (including Exhibits) is the entire agreement. Provider may update this Agreement on thirty (30) days' notice on the Platform; continued use after the effective date of an update constitutes acceptance.

13.6 Severability. Invalid provisions modified to minimum extent necessary; remainder continues.

13.7 Waiver. No waiver by delay; all waivers in writing.

13.8 Notices. To Account addresses (Customer) or Provider's principal office. Email effective upon confirmed receipt with hard-copy follow-up within two (2) business days.

13.9 Independent contractors. No partnership, joint venture, employment, or agency.

13.10 Construction. Construed without regard to drafter. “Including” means “including without limitation.” “Days” means calendar days.

The full Service Level Agreement, including the availability commitment, downtime measurement, the credit math, claims process, and the Standard vs. Enterprise comparison table, is published at /trust/sla and is incorporated into this Agreement by reference.

1. Prohibited uses

Customer shall not use the Services to:

• violate any applicable law, regulation, or third-party right;
• transmit, store, or process illegal content, including CSAM;
• distribute malware, ransomware, or malicious code;
• conduct unauthorized penetration testing on systems not owned by Customer;
• engage in cryptocurrency mining without prior written consent;
• send unsolicited bulk communications or phishing;
• degrade Provider's infrastructure or other customers' services;
• resell or redistribute Instance access without consent;
• circumvent usage, authentication, or billing mechanisms; or
• violate export-control laws or sanctions.

2. Enforcement

(a) Written notice with twenty-four (24) hours to cure, except where immediate action is needed. (b) If immediate suspension is required, Provider limits scope to the minimum necessary. (c) Customer may dispute in writing within ten (10) business days; Provider reviews in good faith.

3. Cooperation

Customer shall promptly investigate AUP violation notices, take corrective action, and cooperate with Provider.

IFORELS Inc. · 101 Jefferson Drive, Menlo Park, CA 94025 · cloud.iframe.ai · legal@iframe.ai.