DeepInfra Terms of Service

Last modified: August 17th, 2026

These Terms of Service (these "Terms") govern access to and use of the services provided by Deep Infra Inc., a Delaware corporation, email: policy@deepinfra.com ("Provider"), by the customer identified in the applicable Order Form ("Customer"). Provider and Customer are referred to individually as a "Party" and collectively as the "Parties."

By executing a Service Order that references these Terms, or by accessing or using the Services, Customer agrees to these Terms and the applicable Service Order. Each Service Order is incorporated into these Terms, and the applicable portions of these Terms are incorporated into each Service Order. The several Service Orders and these Terms are collectively referred to as the "Agreement".

Provider provides the Services subject to the Agreement. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services

Provider shall perform the services described as the responsibility of Provider (the "Services") in each Service Order on the terms of that Service Order and this Agreement. Provider has no obligation to provide any Services until a Service Order is executed by authorized representatives of both Parties. Each Party shall act in good faith in its dealings under this Agreement.

2. Service Orders

(a) Service Order Relationship and Precedence. This Agreement governs each Service Order. Except as set forth in Section 2(b), in the event of a conflict between the terms of this Agreement and a Service Order, the terms of the Service Order will control, solely as to the specific Services ordered thereunder. Termination of an individual Service Order in accordance with its terms and Section 15 of this Agreement will not affect the validity of this Agreement or any other Service Order. If Provider begins performing Services, or any other services not specifically addressed in a Service Order, and Customer accepts or uses those services, this Agreement will govern such services, and Customer shall pay for them at Provider's then-current published pricing unless the Parties otherwise agree in writing. The existence of this Agreement does not obligate either Party to enter into any Service Order, or obligate Provider to perform any Services, except as expressly set forth in an executed Service Order.

(b) Structure; Order of Precedence. In the event of a conflict, the following order of precedence applies, but only to the extent of the conflict, from first to last: (a) the applicable Service Order (including any annex or schedule attached to that Service Order), solely as to the specific Services ordered thereunder; (b) the Annexes to this Agreement; and (c) the main body of this Agreement. Notwithstanding the foregoing, the provisions of the main body of this Agreement governing limitation of liability, indemnification, confidentiality, intellectual property, and governing law and dispute resolution shall control over any Service Order or Annex unless the Service Order expressly and specifically identifies the provision to be superseded and states that it supersedes that provision.

3. Fees

(a) Fees. Customer shall pay Provider all fees set out in the applicable Service Order (the "Fees") within seven (7) days of receipt of an invoice. Fees are exclusive of taxes, levies, and governmental charges (other than Provider's income taxes), which Customer shall pay separately.

(b) Expenses. Customer shall pay Provider for the reasonable expenses including, but not limited to, out of pocket travel and living expenses, incurred by Provider and its personnel in connection with its performance of the Services (the "Expenses").

(c) Late Payment Charge. If the Fees or any other payment is not fully paid by Customer when due, such Fees or payment shall be subject to a late payment charge at the lesser of (a) one and a half percent (1.5%) per month; or (b) the highest rate permissible under applicable laws, calculated daily and compounded monthly, until such Fees or payment is fully paid to Provider together with this late payment charge. If any amount due to Provider from Customer becomes past due for any reason, Provider may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Provider's obligations under this Agreement.

(d) Billing and Payment. Provider shall prepare and submit invoices to the Customer at the email address set out in the applicable Service Order for all Services performed and Expenses incurred on a monthly basis. Customer will pay invoices in U.S. dollars within seven (7) days of receipt of an invoice. Payments due hereunder must be made by wire transfer or such other method as may be agreed upon by the Provider. All amounts payable by Customer under this Agreement shall be paid in full, in immediately available funds and in the currency stated on the invoice, without any set-off, deduction, recoupment, counterclaim, or withholding of any kind, whether arising under this Agreement or otherwise, except as expressly set forth in this Agreement or the applicable Service Order.

(e) Disputed Amounts. If Customer in good faith disputes any portion of an invoice, Customer shall, within the period for payment of such invoice, (a) pay all undisputed amounts in full when due, and (b) notify Provider in writing of the disputed amount, together with reasonable supporting detail and the basis for the dispute. Customer shall be deemed to have accepted, and to have waived any right to dispute, any invoiced amount that is not disputed in accordance with this Section 3(e) within such period. The Parties shall cooperate and negotiate in good faith to resolve any such dispute promptly. Any disputed amount that is ultimately determined or agreed to be payable by Customer shall be paid within ten (10) days after such determination or agreement and shall bear the late payment charge set forth in Section 3(c) from the original due date until paid in full. Nothing in this Section 3(e) shall limit Provider's rights or remedies with respect to any undisputed amount that is not paid when due.

4. Service Levels and Hardware Replacement

(a) Infrastructure Maintenance. Provider shall use commercially reasonable efforts to maintain the network, power, and physical environment for the servers provided as part of the Services, including, among other things, monitoring hardware health and maintaining data center environmental conditions in operational condition.

(b) Hardware Failure Response and Repair Obligations. In the case of a hardware failure on any provided server that is confirmed by Provider, Provider shall, at no additional charge to Customer, repair or replace the failed component, or provide a substitute server with equivalent or better specifications, within twenty-four (24) hours after Provider confirms the failure. Customer shall promptly notify Provider of any suspected hardware failure and provide reasonable cooperation to enable diagnosis and remediation. Any substitution of hardware under this Section 4(b) shall be subject to Section 6(b) (Provider Infrastructure and Service Modifications). The Provider's obligations to confirm and repair hardware failures under this Section are subject to the availability and delivery lead times of replacement hardware and components sourced from the applicable vendor(s), and the Provider shall not be liable for any delay in confirmation or repair to the extent caused by such lead times or other supply chain conditions.

5. Data Processing

(a) Data Processing and Privacy Policy. To the extent Provider processes personal data or other data or sensitive information on behalf of Customer in providing the Services, such processing is governed by Provider's privacy policy at https://deepinfra.com/privacy (as in effect on the Effective Date, the "Privacy Policy"), incorporated by reference. If the Parties execute a data processing agreement ("DPA"), the DPA governs and, to the extent of any conflict, supersedes the Privacy Policy and this Agreement solely as to its subject matter. Notwithstanding the foregoing, the Zero Data Retention commitment in Section 7(b) controls over the Privacy Policy and any other Provider policy, webpage, or documentation, and an executed DPA supplements, and does not narrow, that commitment, which applies to all Customer Data.

(b) Customer Data Compliance Obligations. As between the Parties, Customer represents and warrants that it has and will maintain all rights, consents, notices, and lawful bases necessary to provide the data (including personal data) to Provider and to authorize Provider's processing of it in connection with the Services, and is solely responsible for all individuals accessing and using the Services under Customer's account (the "Users") and their compliance with applicable data protection and privacy laws.

6. Subcontractors; Provider Infrastructure

(a) Subcontractors and Provider Responsibility. Provider may, in its sole discretion, engage subcontractors, subprocessors, agents, affiliates, or other third parties (each, a "Subcontractor") to perform any of its obligations under this Agreement without Customer's consent. Provider remains responsible for Subcontractor performance to the same extent as if Provider had performed directly. No Subcontractor is a third-party beneficiary of this Agreement. To the extent any Subcontractor processes Customer personal data on Provider's behalf, such engagement is governed by Section 5 (Data Processing).

(b) Provider Infrastructure and Service Modifications. Subject to the service-specific details set forth in the applicable Service Order, but notwithstanding any contrary provision of a Service Order that does not expressly override this Section 6(b), Provider retains sole control over the means and methods used to deliver the Services and may, at any time and from time to time, substitute, reconfigure, upgrade, maintain, replace, relocate, or use alternate Provider-controlled infrastructure, circuits, panels, cooling systems, network paths, rooms, or other components used to deliver the Services, in each case for operational purposes and at Provider's cost.

7. Intellectual Property Rights

(a) Provider IP Ownership and License to Customer. As between the Parties, Provider owns all right, title, and interest (including intellectual property rights) in and to the Services, and all other information, content, user interfaces, graphics, registered or unregistered trademarks, logos, images, artwork, videos, and documents, and the design, structure, selection, coordination, expression, "look and feel," and arrangement of such materials, made available through the Services ("Provider IP"). Provider IP may not be modified, copied, distributed, framed, reproduced, downloaded, displayed, posted, or sold in any form or by any means, in whole or in part, except as expressly permitted by this Agreement. Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Provider IP solely for the purpose of using the Services during the term of the applicable Service Orders. All rights not expressly granted to Customer are reserved by Provider and its licensors. This license automatically terminates upon expiration or termination of the applicable Service Order or this Agreement, and nothing herein grants Customer any right to use Provider's names, trademarks, or logos except as expressly authorized in writing by Provider. The Parties confirm that this Agreement is not a work-for-hire agreement and that no Provider IP is assigned to Customer.

(b) Customer Data Ownership and Provider Use Rights. Customer may submit data, content, materials, or requests into the Provider-run models as part of the Services ("Customer Data"). Customer retains all intellectual property rights in and to such Customer Data. By uploading, submitting, or otherwise transmitting Customer Data through the Services, Customer grants (or warrants that the owner of such rights has expressly granted) to Provider a non-exclusive, worldwide, royalty-free right to host, use, reproduce, process, and transmit such Customer Data to provide the Services. Provider does not acquire ownership of any Customer Data. Provider will not sell Customer Data, and will not use Customer Data to train, fine-tune, or otherwise improve any model, except as necessary to provide the Services (e.g., fine-tuning a model for Customer's use). Provider will not retain, store, or log any Customer Data submitted to or generated by the Services beyond the period strictly necessary to process and return the applicable request, after which such Customer Data is deleted from Provider's systems in the ordinary course of operations ("Zero Data Retention"). The foregoing does not apply to: (i) Customer Data that Provider retains at Customer's written request, or with Customer's prior written authorization, to diagnose or resolve a support or Service issue, which Provider will delete within thirty (30) days after the issue is resolved; (ii) non-content operational metadata, such as request counts, timestamps, latency, and billing data, that does not include Customer Data submitted to or generated by the Services; and (iii) records Provider is required to retain to comply with applicable laws or to detect, investigate, or respond to fraud, security incidents, or abuse of the Services.

(c) Customer Data Warranties and Liability. For all Customer Data, Customer represents and warrants that it has all rights necessary to grant the license set forth above, and that such Customer Data, and its submission into the Services, does not violate any privacy, publicity, contractual, intellectual property rights, or other rights of any person or entity, or any applicable laws, rule, or regulation. Customer acknowledges that Provider may have ideas or materials already under consideration or in development that are or may be similar to Customer Data, and that Customer is not entitled to any compensation or reimbursement as a result. Customer is fully responsible for, and shall pay, any and all royalties, fees, damages, and other amounts owing to any person or entity by reason of any Customer Data provided to the Services.

(d) Feedback License. If Customer provides any feedback, including suggestions, comments, recommendations, or other input about the Services, Customer grants Provider a worldwide, royalty-free, fully paid-up, sublicensable, transferable, irrevocable, and perpetual license to use, reproduce, modify, and otherwise incorporate such feedback for any purpose in connection with the Services, without restriction or obligation of any kind. Providing feedback gives Customer no rights in the Services, even if Provider implements the feedback and derives financial benefit from it.

8. Cooperation of Customer

Customer agrees to comply with all reasonable requests of Provider and shall provide Provider's personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services under the Agreement.

9. Provider's Representations and Warranties

(a) Provider Warranties. Provider represents and warrants that (i) it will perform the Services in a competent and workmanlike manner, in accordance with the level of professional care customarily observed by professionals rendering similar services; (ii) it will take reasonable care not to introduce to Customer's IT systems any malware or anything that has as its effect the disruption or damage of Customer's IT systems; (iii) it will comply with all applicable ordinances, codes, standards, applicable laws, rules, regulations, and orders of any governmental authority having jurisdiction over Provider's performance of the Services, and will hold and fully comply with all required licenses, permits, and approvals; and (iv) it has all rights necessary for its execution and delivery of this Agreement and performance of its obligations under this Agreement.

(b) WARRANTY DISCLAIMER AND EXCLUSIVE REMEDIES. THE WARRANTY SET FORTH IN SECTION 9(A) IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. PROVIDER DISCLAIMS ANY AND ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.

(c) THIRD-PARTY PRODUCTS PROVIDED AS IS. ALL THIRD-PARTY SOFTWARE, HARDWARE, AND SERVICES PROVIDED BY PROVIDER UNDER ANY SERVICE ORDER ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND BY PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. PROVIDER SHALL NOT BE LIABLE FOR ANY SOFTWARE, HARDWARE, SERVICES, WORK PRODUCT, OR DELIVERABLES PROVIDED BY THIRD-PARTY VENDORS IDENTIFIED OR REFERRED TO CUSTOMER BY PROVIDER, WHETHER DURING THE TERM OF THIS AGREEMENT, PURSUANT TO ANY SERVICE ORDER, OR OTHERWISE.

10. Customer's Representations and Warranties

Customer represents, warrants, and covenants that, during the Term and in connection with its and its Users' access to and use of the Services: (i) it has all rights, power, and authority necessary for its execution and delivery of this Agreement and the performance of its obligations hereunder; (ii) it and its Users shall comply with all applicable laws, including data protection, privacy, export control, and anti-spam laws, and shall obtain and maintain all required licenses, permits, and approvals; (iii) it is solely responsible for its own products, services, and end-user relationships, for all Customer Data (including its accuracy, quality, legality, and Customer's right to use it in connection with the Services), for maintaining secure and current backups of its data, and for the operation and security of its own software, applications, and systems, and Provider has no obligation or liability for loss or corruption of Customer Data except as expressly set forth in this Agreement; (iv) it shall promptly apply, or cooperate with Provider to apply, all updates, patches, and upgrades made available for the Services, and Provider shall have no liability for any issue or vulnerability arising from Customer's failure to do so or from continued use of a superseded version; and (v) it is responsible and liable for all acts and omissions of its Users and for all access to and use of the Services through Customer's accounts or credentials, whether or not authorized, as if such acts or omissions were those of Customer, and it shall ensure that all Users comply with this Agreement.

11. Restrictions on Use

(a) General Restrictions. Customer shall not, and shall not permit or enable any User or other third party to: (i) use the Services in any manner that is competitive with any business of Provider, or attempt to gain a competitive advantage for the purpose of creating services competitive with the Services; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, object code, or underlying algorithms of the Services, other than their open-source elements, except to the limited extent required by applicable laws; (iii) remove, obscure, or alter any copyright or other proprietary notices from any materials or software provided by Provider; (iv) breach, disable, circumvent, or interfere with any security or authentication measures of the Services, overload, flood, or spam any part of the Services, or otherwise intentionally or negligently interfere with the proper working of the Services or any systems or networks connected to them, including by way of a denial-of-service attack; (v) probe, scan, or test the vulnerability of the Services or any connected network without Provider's prior written consent; (vi) store or transmit any malware, virus, backdoor, or other harmful code using the Services; (vii) use the Services for any illegal, fraudulent, or deceptive purpose, to impersonate any person or entity, to misrepresent Customer's affiliation with any person or entity, or to infringe the rights of any third party; or (viii) resell, sublicense, rent, distribute, or otherwise make the Services available to any third party except as expressly permitted under this Agreement or the applicable Service Order, or exceed or circumvent any usage limits or quotas set forth in the applicable Service Order, or sell, transfer, or share any account or access credentials.

(b) High-Risk and Prohibited Uses. The Services are not designed, intended, or authorized for use in any hazardous or high-risk environment or application requiring fail-safe performance, including the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life-support or other medical devices, or weapons systems, in any of which the failure of the Services could lead to death, personal injury, or severe physical or environmental damage (each, a "High-Risk Use"). Customer shall not, and shall not permit any User to, use the Services in any High-Risk Use. Customer assumes all risk of any such use; to the maximum extent permitted by applicable laws, Provider disclaims all warranties and liability arising from or relating to any such use; and Customer shall defend, indemnify, and hold harmless Provider in accordance with Section 13 against any claims arising from Customer's or its Users' use of the Services in any such manner.

(c) Enforcement. Any breach of this Section 11 by Customer or any User shall constitute a material breach of this Agreement by Customer. Without limiting Provider's other rights and remedies, Provider may suspend the Services in accordance with Section 15(g) in response to any such breach, and Provider shall have no liability to Customer or any User for any action taken in good faith to enforce this Section 11.

12. Limitation of Liability

(a) EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR LOSS OF USE, LOSS OF TIME, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE OR BUSINESS OPPORTUNITIES, INCONVENIENCE, DAMAGE TO GOOD WILL OR REPUTATION, OR COSTS OF COVER ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) AGGREGATE LIABILITY CAP. IN NO EVENT SHALL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO PROVIDER PURSUANT TO THIS AGREEMENT FOR THE SERVICES PROVIDED IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) APPLICATION AND ENFORCEABILITY. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 12 SHALL APPLY EVEN IF THE NON-BREACHING PARTY'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE, AND SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

13. Indemnification

(a) CUSTOMER INDEMNIFICATION OBLIGATIONS. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROVIDER AND PROVIDER'S SUPPLIERS, STOCKHOLDERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (EACH, AN "INDEMNIFIED PARTY"), FROM AND AGAINST ANY AND ALL CLAIMS ASSERTED BY A THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND ALL LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, INTEREST, EXPENSES, AND COSTS (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), ARISING OUT OF OR RELATING TO: (A) CUSTOMER'S USE OF THE SERVICES; (B) ANY CUSTOMER DATA; (C) CUSTOMER'S AND ITS USERS' CONDUCT IN CONNECTION WITH THE SERVICES; (D) CUSTOMER'S BREACH OF THIS AGREEMENT; AND (E) CUSTOMER'S VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD PARTY IN CONNECTION WITH THE SERVICES. CUSTOMER WILL NOT BE REQUIRED TO DEFEND OR INDEMNIFY ANY INDEMNIFIED PARTY TO THE EXTENT A CLAIM RESULTS EXCLUSIVELY FROM PROVIDER'S OWN GROSS NEGLIGENT CONDUCT.

(b) Indemnification Procedure and Defense Control. Indemnification under this Section 13 is conditioned on the Indemnified Party: (a) giving Customer prompt written notice of the Claim (delay only excusing Customer to the extent of actual prejudice); and (b) cooperating reasonably in the defense at Customer's request and expense. Customer shall control the defense and settlement with counsel reasonably acceptable to Provider. Provider may participate at its own cost. Customer may not settle any Claim in a way that imposes liability on, requires an admission of fault by, or adversely affects a Indemnified Party without Provider's prior written consent (not to be unreasonably withheld, conditioned, or delayed). If Customer fails to assume the defense promptly, the applicable Indemnified Party may defend the Claim and Customer shall reimburse reasonable costs incurred until Customer assumes the defense.

14. Term

(a) Term of Agreement. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with Section 15, shall continue in effect for an indefinite period (the "Term"). The "Effective Date" of this Agreement is the Service Order Effective Date of the first Service Order entered into under these Terms.

(b) Term of Service Orders. Each Service Order shall be effective for the term stated therein or, if no term is stated, shall continue indefinitely until terminated in accordance with Section 15.

(c) Effect of Termination on Service Orders. Termination or expiration of this Agreement shall automatically terminate all Service Orders then in effect as of the effective date of such termination or expiration, except that any Service Order with a committed or minimum term then in effect shall survive and continue in accordance with its terms, including Customer's payment obligations thereunder. Notwithstanding the foregoing, the terms and conditions of this Agreement shall survive such termination or expiration and shall continue to govern each Service Order, and the Parties' respective rights and obligations thereunder, until each such Service Order has been fully performed, has expired, or has otherwise been terminated.

15. Termination

(a) Termination for Breach. Either Party may terminate this Agreement at any time in the event of a breach by the other Party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.

(b) Termination for Bankruptcy, Insolvency or Financial Insecurity. Either Party may terminate this Agreement immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder.

(c) Termination by Mutual Agreement. This Agreement may be terminated at any time by the mutual written agreement of the Parties, effective as of the date specified in such writing or, if no date is specified, as of the date on which the last Party executes such writing. Any termination under this Section 15(c) shall be without prejudice to any right, obligation or liability of either Party that accrued prior to the effective date of termination, and shall be in addition to any other remedies that may be available to either Party.

(d) Automatic Termination. Unless earlier terminated in accordance with this Section 15, this Agreement shall terminate automatically, and without further notice or action by either Party, upon the expiration of one (1) year following the termination or expiration of the last Service Order then in effect; provided, however, that if the Parties execute a new Service Order during such one (1) year period, this Agreement shall continue in effect and the foregoing period shall be measured from the termination or expiration of the last such Service Order.

(e) Survival. Termination will not void the rights, obligations, and claims of the Parties that, in accordance with this Agreement and applicable laws, shall continue after termination. Without limiting the foregoing, Sections 3, 7, 9(b), 9(c), 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20, together with any accrued payment obligations, shall survive the expiration or termination of this Agreement.

(f) Refund of Prepaid Fees. Termination or expiration of this Agreement for any reason shall not discharge either Party's liability for obligations incurred hereunder, or for any amounts accrued or unpaid, as of the effective date of termination, and Customer shall pay Provider for all Services rendered through the effective date of termination. Any prepaid Fees for unused Services shall be refunded to Customer promptly, and in any event no later than fifteen (15) calendar days following the effective date of termination, in the case of a termination by Customer pursuant to Section 15(a). Provider may deduct from any such refund any late charges accrued under Section 3(c), together with any other amounts then due and owing by Customer to Provider, and shall refund only the net amount.

(g) Suspension of Services. In addition to, and without limiting, any account-level suspension under the applicable Service Order or any other right or remedy available to Provider, Provider may suspend the Services, in whole or in part, upon notice to Customer where practicable, if: (a) Customer fails to pay any undisputed amount when due and such failure continues for ten (10) calendar days after Provider delivers written notice of non-payment; (b) Customer's or any User's use of the Services creates, or is reasonably likely to create, a security or legal risk to Provider, the Services, or any other customer; or (c) suspension is required in order to comply with applicable laws or the order of any governmental authority. Provider shall restore the Services promptly following the cure or cessation of the cause giving rise to the suspension. No suspension effected in accordance with this Section 15(g) shall relieve Customer of its payment or other obligations under this Agreement, constitute a termination of this Agreement, or give rise to any liability on the part of Provider.

(h) Customer Equipment; Decommissioning. Customer retains title to Customer-owned servers, equipment, and other personal property installed at a Provider facility ("Customer Equipment"). Unless the applicable Service Order provides for a longer period, Customer shall have thirty (30) days after the expiration or termination of the applicable Service Order to remove the Customer Equipment. If any Customer Equipment remains at the Provider facility after that period, Provider may, after providing notice to Customer, disconnect, remove, store, or dispose of the remaining Customer Equipment at Customer's reasonable expense. Any retained Customer Equipment shall remain the property of Customer unless and until it is deemed abandoned under the applicable Service Order or applicable law.

16. Independent Contractor

The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or fiduciary relationship between the Parties or their respective personnel. Neither Party has authority to bind the other or make commitments on its behalf. Each Party is solely responsible for its own employees' compensation, taxes, workers' compensation, and employment benefits.

17. Confidentiality

(a) Definition of Confidential Information. Each Party (as "Disclosing Party") may disclose non-public information to the other (as "Receiving Party") in connection with this Agreement. "Confidential Information" means all non-public information of the Disclosing Party disclosed to the Receiving Party in any form, including business, financial, technical, and operational information, trade secrets, pricing, strategies, algorithms, and the terms of this Agreement. In no event shall Provider's use or disclosure of information about its own products or development activities be subject to any restriction under this Agreement. All Confidential Information remains the property of the Disclosing Party.

(b) Confidentiality Obligations and Permitted Disclosure. The Receiving Party shall maintain the Confidential Information in strict confidence and disclose the Confidential Information only to its employees, subcontractors, consultants, and representatives who have a need to know such Confidential Information in order to fulfill the business affairs and transactions between the Parties contemplated by this Agreement and who are under confidentiality obligations no less restrictive as this Agreement. The Receiving Party shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees, subcontractors, consultants, and representatives. Receiving Party shall use the same degree of care as it uses with respect to its own similar information, but no less than a reasonable degree of care, to protect the Confidential Information from any unauthorized use, disclosure, dissemination, or publication. Receiving Party shall only use the Confidential Information in furtherance of its performance of its obligations under this Agreement and agrees not to use the Disclosing Party's Confidential Information for any other purpose or for the benefit of any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall not decompile, disassemble, or reverse engineer all or any part of the Confidential Information.

(c) Exclusions from Confidential Information. Confidential Information shall not include any information that: (a) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (b) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (c) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; (d) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation, or (e) is disclosed by Receiving Party with Disclosing Party's prior written approval.

(d) Compelled Disclosure. If the Receiving Party is confronted with legal action to disclose Confidential Information received under this Agreement, the Receiving Party shall, unless prohibited by applicable laws, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate, and Receiving Party shall reasonably assist disclosing Party in such efforts. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.

(e) Survival of Confidentiality Obligations. The Parties agree that their obligations under this Section 17 shall continue in effect for three (3) years after the termination of this Agreement; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable laws, the obligations under this Section 17 shall continue for so long as such information remains a trade secret under applicable laws.

(f) Provider Marketing and Promotional Use. The confidentiality obligations under this Section 17 shall not apply to the following information used by Provider for marketing and/or promotional purposes, and Customer hereby grants Provider a license to use the following information for marketing and/or promotional purposes: (a) the name of Customer; (b) the logo of Customer; (c) the implication that Provider provided services to Customer; and (d) a generic description of the Services without disclosure of any sensitive information.

18. Third-Party Content

The Services may include or link to third-party open-source models, products, services, websites, and other content (collectively, "Third-Party Content"). The inclusion of, or linking to, any Third-Party Content is provided solely as a convenience to Users and does not imply affiliation, endorsement, approval, control, or adoption by Provider. All Third-Party Content is provided "AS IS." Provider makes no claims or representations regarding, and accepts no responsibility or liability for, Third-Party Content, including its quality, accuracy, nature, ownership, or reliability, and may add, modify, suspend, or remove access to any Third-Party Content at any time. Customer's use of Third-Party Content is at Customer's own risk and is governed exclusively by the applicable third-party license, terms of use, and privacy policies, including, for open-source models, their applicable open-source license terms. By accessing or using Third-Party Content, Customer agrees to be bound by those terms, and nothing in this Agreement grants Customer any rights in Third-Party Content beyond those terms.

19. Governing Law; Dispute Resolution

(a) Governing Law. This Agreement and the transactions contemplated hereby, and all Disputes between the Parties under or relating to this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its rules of conflict of laws, and, as applicable, U.S. federal laws.

(b) Arbitration. Any dispute, controversy, or claim, including situations or circumstances in which the Parties are required to mutually agree on additions, deletions or changes to terms or conditions, arising out of, or relating to, the Agreement ("Dispute"), including any Dispute arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in the city of San Francisco before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(c) Courts. Any Disputes not subject to the above arbitration provision shall be resolved exclusively by the state and federal courts sitting in the City and County of San Francisco, State of California, and each Party irrevocably submits to the exclusive jurisdiction of, and waives any objection to, venue in, such courts.

(d) Waiver of Jury Trial. To the extent that any Dispute arising out of or relating to this Agreement is heard in a court of competent jurisdiction, and to the extent a pre-dispute waiver of the right to a trial by jury is enforceable in that court, each Party irrevocably waives, to the maximum extent permitted by applicable laws, any right to a trial by jury in any such action, proceeding, or counterclaim. The Parties acknowledge that a contractual pre-dispute jury waiver may not be enforceable in all jurisdictions, including in the courts of the State of California, and this Section 19(d) shall be of no force or effect where, and to the extent, such a waiver is not permitted by applicable laws.

(e) Equitable Relief. The Parties agree and acknowledge that any breach or threatened breach of this Agreement may result in irreparable harm to the other Party for which there may be no adequate remedy at law. In such event that Party be entitled to seek an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement, in addition to all other remedies available in law or at equity.

20. General

(a) Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. If any provision is so broad as to be unenforceable, it will be interpreted to be only so broad as is enforceable.

(b) No Third-Party Beneficiaries. This Agreement may be enforced only by Provider and Customer, except that the Provider Indemnified Parties identified in Section 13 are intended third-party beneficiaries of that Section.

(c) Cumulative Remedies. All rights and remedies under this Agreement are cumulative and non-exclusive. Exercise of one right or remedy does not preclude any other, and no failure or delay in exercising any right or remedy operates as a waiver thereof.

(d) Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent caused by events or circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, sabotage, government action or regulation, strikes or labor disputes, electrical or power outages, cooling system failures, telecommunications or Internet failures, network disruptions, denial-of-service or other cyberattacks, or other infrastructure failures not caused by the affected Party's negligence (each, a "Force Majeure"). The Party claiming Force Majeure shall promptly notify the other Party in writing and use commercially reasonable efforts to mitigate and resume performance. Obligations affected are suspended for the duration of the Force Majeure event. Nothing in this Section 20(d) excuses Customer's obligation to make any payment when due.

(e) Export Control. Each Party shall comply with all applicable export control, economic sanctions, and anti-corruption laws, including those administered by the U.S. Department of Commerce, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), and the U.S. Department of State. Customer shall not, and shall not permit any User to, directly or indirectly export, re-export, transfer, or make available the Services, or any output thereof, to any country, entity, or person subject to applicable trade sanctions or export restrictions, or otherwise in violation of applicable export control or sanctions laws. Customer represents and warrants that neither it nor any of its Users is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that neither it nor any of its Users is identified on any restricted-party or denied-party list maintained by a competent governmental authority.

(f) Assignment. Neither Party may assign or transfer this Agreement without the other Party's prior written consent, except that either Party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its business or assets to which this Agreement relates, provided the assignee assumes all obligations in writing and is not a competitor of the non-assigning Party. Any purported assignment in violation of this Section 20(f) is null and void.

(g) Notices. All notices under this Agreement must be in writing and are effective upon transmission by email to the receiving Party's email address set out in the applicable Service Order, or such other address as a Party designates in writing.

(h) Entire Agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior agreements and communications.

(i) Changes to This Agreement. No amendment is valid unless in writing and signed by authorized representatives of both Parties. Notwithstanding the foregoing, Provider may update this Agreement from time to time. If an update reasonably materially affects Customer's rights or obligations, Provider will provide Customer with reasonable prior written notice, including by email or through the Services. The updated Agreement will become effective on the date specified in such notice. Customer's continued use of the Services after the effective date constitutes Customer's acceptance of the updated Agreement. If Customer does not agree to the updated Agreement, Customer must cease using the Services before the effective date of the update and notify Provider in writing.

(j) Waiver. No waiver is effective unless in writing and signed by an authorized representative. A waiver of one breach does not constitute a waiver of any subsequent breach, and no failure or delay in enforcement operates as a waiver.

(k) Attorneys' Fees. The prevailing Party in any enforcement action under this Agreement is entitled to recover its reasonable attorneys' fees and litigation expenses from the other Party. Provider may also recover all costs and fees incurred in collecting any amounts Customer owes under this Agreement.

Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Deep Infra Inc.
2625 Middlefield Road #460
Palo Alto, CA 94306
United States
Phone: 2066585586
policy@deepinfra.com