Marketplace Host Agreement

This Agreement governs capacity supplied through Safeera by the person or organization identified as host in an accepted capacity schedule (“Host”). The other party is Safeera. A “Unit” is the approved compute equipment identified in that schedule. This Agreement becomes binding when both parties accept it with a capacity schedule; publication alone does not enroll a Unit.

1. Capacity schedule and transaction

The capacity schedule identifies the Unit and authorized site; equipment owner and Host; eligible resources and workloads; service period; reserved private-use capacity; availability obligations; measurement method; gross price and fees; payment timing; power, connectivity and service responsibilities; and any committed purchase volume or minimum price. Safeera will not activate paid capacity until these material terms are accepted and required qualification is complete.

Unless the schedule expressly identifies an agency arrangement and its collection terms, Safeera is the purchaser of accepted capacity and may resell services to compute buyers. In that purchaser relationship, an end buyer’s failure to pay does not extinguish Safeera’s obligation to pay for accepted delivered capacity. An agency arrangement must separately identify who contracts with the buyer, bears credit risk, collects funds and handles refunds.

The schedule controls its express commercial provisions, this Agreement controls other hosting matters, and applicable data terms control data protection. A modification requires both parties’ acceptance. No website revision retroactively changes accepted prices or fees.

2. Ownership and authority

Host must own the Unit or hold sufficient rights to supply its capacity, and obtain required property-owner, lessor and lender permissions. This Agreement neither transfers hardware title nor creates a loan, equity interest or security interest. A separately accepted lease or purchase agreement determines title. Any authorized payment assignment to a lender must be documented separately.

Host must provide accurate site, ownership, identity and end-use information and promptly notify Safeera of material changes. Relocation, disposal, subleasing or transfer must comply with equipment, financing, export and service agreements. This Agreement does not grant a lender or Host access to a compute customer’s models or data.

3. Site readiness and operation

The Unit must be professionally installed and commissioned within its specified electrical, thermal, physical and network limits, with required approvals. The accepted scope allocates electricity, internet, energy-system operation, maintenance and insurance costs. Solar or storage availability must be assessed separately; a rated solar capacity is not a promise of continuous supply.

Host must preserve reasonable service access, safe clearances and required connectivity, and report faults, unsafe conditions and outages. Host must not modify approved firmware, bypass protection systems or operate beyond rated limits. Safeera is responsible for obligations it undertakes for orchestration, support and its own contractors. Neither party may use a commercial dispute to defeat local cooling, safe shutdown or another essential safety function.

4. Allocation and private use

Only capacity Host authorizes for the marketplace may be scheduled. Private and committed external allocations must not be double sold. Host may change uncommitted availability through the agreed process; a committed allocation may be changed only as the schedule allows. Any priorities, emergency preemption, maintenance windows and compensation for interruption must be disclosed in the schedule.

Safeera may route suitable jobs to eligible capacity, subject to agreed location, security, hardware and performance constraints. Distributed Units are not represented as one low-latency training cluster merely because they share a marketplace. Remote execution rights are limited to authorized workloads, configuration and maintenance; they do not authorize unrelated access to Host’s home, private AI or robots.

5. Metering and records

The schedule must state whether compensation measures reserved capacity, allocated GPU time, completed GPU time, accepted inference output or another defined unit. A GPU-hour must identify the GPU class and number of GPUs. Token billing must state the relevant model, tokenizer and input, output, cached or other charged categories. No equivalence between tokens, GPU time and energy is implied.

Safeera will provide statements showing the service period, attributable jobs or allocations, accepted quantities, applicable rates, fees, adjustments and net payable amount. Estimated dashboard values are identified as estimates until reconciled. Metering excludes duplicated or fabricated usage; failed or retried work is handled according to the accepted schedule, including who caused the failure.

Host may dispute a statement by providing the affected entries and reason. Prompt reporting assists reconciliation, but a reporting request does not forfeit a claim before its lawful limitation period. Each party will retain sufficient relevant records and cooperate in a proportionate review, protecting other customers’ data and trade secrets. Undisputed amounts remain payable.

6. Prices, fees and payment

Rates and every deduction must be disclosed in the schedule. A commission applies only to the stated base; taxes, credits, power costs, installation recovery, finance charges or reserves are not silently included. Unless the accepted schedule provides a different payment cycle, Safeera will issue a monthly statement and pay undisputed earned amounts within 30 days after that month’s end.

Safeera may withhold only amounts subject to a specific good-faith dispute, legal restriction or expressly agreed reserve, with an explanation where lawful. An unrelated debt may not be netted against a payout without contractual or legal authority. Payment account changes require verification. Host is responsible for its taxes except taxes imposed on Safeera; legally required withholding will be identified and documented.

7. Capacity commitments and economics

This Agreement does not itself promise utilization, a minimum rate, continuous purchases, profit, a payback date or an equipment resale value. Any minimum purchase or price commitment must expressly state its obligor, duration, eligible quantity, availability conditions, fees, payment security if any, termination rights and remedies. If such a commitment is accepted, Safeera must perform it; this general statement does not negate it.

Revenue estimates must distinguish gross receipts, marketplace deductions, power and service costs, debt service and taxes. Host’s financing payments remain separate obligations unless the lender expressly agrees otherwise. No statement here excuses a misleading sales representation or determines the legal classification of a particular asset and management arrangement.

8. Data, confidentiality and conduct

Host must not inspect, copy, retain or use another customer’s workload content or credentials, or permit physical access that defeats agreed tenant protections. Safeera must limit workload access to the authorized purpose and applicable data terms. Private prompts, models and sensor information are not payment for participation and are not licensed for general model training.

Each party will protect the other’s confidential commercial and technical information, disclose it only to authorized recipients with duties of protection, and use it for this relationship. Lawful disclosures to advisers, courts, regulators or protected reporting channels remain permitted. The Safeera Acceptable Use Policy applies to authorized marketplace activity when supplied with and incorporated into the accepted schedule.

9. Suspension, termination and transition

Either party may end uncommitted participation on 30 days’ written notice. A fixed capacity commitment continues for its stated term unless terminated under its terms. A material breach may be terminated if not remedied within 15 days after notice, unless a shorter period is required for urgent safety, security or legal reasons. Immediate restrictions must be proportionate to the affected risk, with notice where lawful and restoration when justified.

On termination, no new jobs will be accepted after the agreed cutoff. The parties will safely complete or migrate authorized work, return or delete data as required, reconcile outstanding statements and pay earned amounts. Neither an account closure nor a Unit shutdown cancels accrued payments. Any retrieval of leased equipment follows its separate agreement and lawful access procedures.

10. Liability and general terms

Each party is responsible for its own breach and for persons it authorizes. To the extent lawful, neither party is liable under this Agreement for indirect or consequential loss, and each party’s aggregate liability is limited to the amounts paid or payable for affected capacity in the preceding 12 months. These limits do not restrict payment for delivered capacity, refunds, fraud, willful misconduct, gross negligence, death or personal injury, physical property damage caused by a party, breach of confidentiality or data protection obligations, or non-waivable liability. Equipment warranty and installation liabilities remain governed by their agreements.

Events beyond reasonable control excuse only performance actually prevented, subject to prompt notice, mitigation and accrued payment obligations. A party may end affected unperformed commitments after 30 days of continuing prevention, with reconciliation and return of amounts for undelivered services unless a lawful accepted schedule provides a more protective remedy.

California law applies, subject to mandatory law. A separately accepted dispute provision for this transaction governs; otherwise disputes may be brought in a court with jurisdiction. Legal notices go to legal@safeera.ai and Host’s designated contact. Safeera’s postal address is 101 Jefferson Dr., Menlo Park, CA 94025, United States. No assignment releases accrued duties, and a transfer requiring another party’s consent must obtain it. Invalid provisions are severed only as necessary.