Compute Services Agreement

This Agreement governs GPU capacity and inference services supplied by Safeera to the customer identified in an accepted service order (“Customer”). It takes effect when both parties accept the service order and these terms. It does not purchase or lease an Intelligence Unit.

1. Service orders

The order states the authorized customer, service, GPU or model configuration, region or permitted site class, term, pricing and measurement unit, availability commitment if any, support scope, data-handling terms and authorized usage limits. An on-demand order may be accepted electronically against a displayed rate and defined service. A fixed reservation requires an expressly accepted quantity and period.

Safeera may provide services using approved distributed capacity. Location, isolation, latency and security requirements are binding when accepted in the order. A marketplace listing is not a promise that geographically separate nodes form one tightly coupled cluster. Safeera must not substitute a materially different configuration or location restriction without Customer’s agreement.

2. Authorized use and prerequisites

Customer may use the services for its lawful workloads within accepted limits and the Safeera Acceptable Use Policy provided at acceptance. Customer must hold required rights in data, model weights, software and outputs it supplies or deploys. Resale, third-party account access and regulated workloads require the authorization stated in the order.

Protected health information requires an applicable business associate agreement and approved deployment before submission. Export-controlled data, payment-card environments and other restricted classes require specific approval and safeguards. General commercial compute is not an emergency, life-support or medical-device service merely because it can run an AI application.

3. Metering and billing

The rate schedule identifies whether billing is by reserved GPU-hour, actual allocated time, completed execution, tokens or another defined measure. It states rounding, minimums, charged startup or idle time, storage, transfer and other fees. Token rates identify model and tokenizer, input and output categories, and treatment of cached or failed requests. Safeera may not charge an undisclosed category or count the same billable work twice.

Safeera will provide a reasonably detailed invoice and usage record. Unless the order provides otherwise, invoices are due 30 days after issuance. Customer should identify disputed entries promptly, pay undisputed amounts and cooperate in reconciliation. A reporting request does not shorten a statutory claim period. Corrected overcharges will be credited or refunded as appropriate; a service credit does not substitute for a legally required refund.

Fixed rates remain fixed for the committed term unless a change mechanism was expressly accepted. An on-demand price change applies prospectively after notice and an opportunity to stop affected use. Automated agents must operate within Customer’s authority and spending limits. No automatic paid-tier upgrade is authorized by these general terms.

4. Service quality and availability

Safeera will provide the accepted service with reasonable skill and care and in material conformity with the order. A numerical availability or latency commitment exists only if included in an accepted service-level schedule stating measurement, exclusions, maintenance notice, claims and remedies. The absence of a numerical SLA does not excuse nonperformance of a paid order.

Safeera will communicate material service incidents and reasonable maintenance information through the agreed contact. For service Safeera cannot deliver, the parties will use an agreed substitute or reconcile the undelivered amount. Customer may terminate an affected service for an unremedied material breach after 15 days’ notice, or sooner where law or the order permits. An SLA credit is not an exclusive remedy unless clearly agreed and lawful.

5. Customer content and outputs

As between the parties, Customer retains its rights in prompts, files, datasets, models, weights, configurations and outputs. This does not create rights in third-party materials or guarantee that AI output is unique or protectable. Customer grants Safeera only the rights necessary to process content to provide the authorized service and meet lawful duties.

Safeera will not use private Customer content to train a general-purpose model, sell it, or allow a host to exploit it. A separate optional improvement program requires express, specific permission. Customer must validate consequential outputs and maintain appropriate independent copies; any included backup, persistence or recovery service must be stated in the order.

6. Data protection and confidentiality

Where Safeera processes personal data for Customer, the accepted Data Processing Addendum applies. Accounts and operational records within Safeera’s own responsibility are described in the applicable privacy notice. Workload processing must follow documented instructions and accepted location restrictions. A hardware host is not authorized to inspect content merely because it supplies the machine.

Each party will protect nonpublic information received from the other, use it only for the relationship and disclose it only to recipients with a legitimate need and appropriate duties. Information independently developed, lawfully obtained or public without breach is excluded. Required disclosures must be limited and, where lawful, notified. Security incidents affecting Customer information are handled under the data terms and applicable notification law.

7. Suspension and termination

Safeera may suspend the affected portion of services for a credible imminent threat, illegal activity, material misuse or failure to pay an undisputed amount after notice and a reasonable opportunity to cure. Restrictions must be proportionate, with explanation where lawful and restoration when the basis ends. Safety controls are not disabled as a collection measure.

Customer may stop uncommitted on-demand use at any time and owes authorized usage already incurred. Cancellation of a fixed reservation follows its disclosed commitment and cancellation terms; these general terms do not create an undisclosed acceleration charge. If Safeera ends a service without Customer’s breach, it will refund amounts paid for the unprovided portion, subject to any more protective agreed or mandatory remedy.

Before ending stored services, the parties will arrange lawful retrieval within the agreed retention window and any permitted transition period. Ephemeral compute must be identified before purchase; ending a session may remove its transient data. Safeera will not promise persistence where it was not purchased, nor erase persistent data contrary to an accepted retrieval period. Legal preservation requirements are handled with restricted access and notice where permitted.

8. Third-party rights and claims

Customer is responsible for claims caused by unlawful content or instructions it provides; Safeera is responsible for claims caused by its own infringing technology or unlawful acts. For a business customer, each party will indemnify the other against a third party’s finally awarded damages and reasonable defense costs to the extent caused by its intentional infringement or unlawful conduct in this relationship, excluding the other’s contribution.

The protected party must give prompt notice, reasonable assistance and control of a competent defense, subject to conflicts and rights to participate. No settlement may admit the protected party’s fault, require nonmonetary action or leave it liable without consent. Mandatory consumer rights and lawful defenses are preserved.

9. Liability and general provisions

To the extent lawful, neither party is liable for indirect or consequential loss, and each party’s aggregate liability under this Agreement is limited to fees paid or payable for the affected services during the preceding 12 months. The limits do not cover accrued payments, required refunds, fraud, willful misconduct, gross negligence, death or personal injury, physical damage caused by a party, confidentiality or data protection breaches, the express indemnity above, or liability that cannot be limited. No disclaimer removes an express service warranty or statutory remedy.

An event beyond reasonable control excuses only performance actually prevented, subject to notice and mitigation; payment for delivered services remains due. After 30 days of continuing prevention, either party may terminate the affected unperformed service and reconcile prepayments. Material changes require notice and acceptance as required and cannot retroactively change an order.

The order controls its express commercial terms and the data agreement controls data protection. California law applies subject to mandatory law. An expressly accepted dispute provision governs its scope; otherwise disputes may be brought in a court with jurisdiction. Legal notices: legal@safeera.ai or Safeera, Attention: Legal, 101 Jefferson Dr., Menlo Park, CA 94025, United States.