Valar Terms of Service

1.1 Description of the Service. The Company's service provides Customer and its Users with on-demand, cloud-based access to graphics processing unit ("GPU") and other AI infrastructure computing, storage and networking resources, together with any related tools, machine images, APIs and documentation made available by the Company, on a consumption-based model (the "Service").

1.2 Scope. Customer may access and use the Service solely for Customer's internal operations (the "Purpose"). The right to use and access the Service is granted solely to the Customer and its Users, and is limited, non-transferable, non-exclusive, non-assignable and non-sub-licensable. The Service may only be used by individuals who are authorized to use the Service pursuant to Customer's procedures and policies (if any).

1.3 Modification or Discontinuation of the Service. The Company may change or update the Service at any time, including the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services. In case of a material change, the Company will notify Customer by posting an announcement on the Company's website, through the Service or by email. Furthermore, the Company may offer alternative or additional features to certain Customers that may not be offered to others.

1.4 Service Level; Support. The Company is making commercially reasonable efforts to ensure that the Service will be available 99.9% of the time, excluding events beyond the Company's reasonable control. In addition, the Company makes commercially reasonable efforts to respond to all support requests as soon as practicable.

2.1 Trial Services. The Company may offer, from time to time, some or all of its services on free trial versions ("Trial Service"). The term of the Trial Service shall be as set forth in the Order Form, unless modified or terminated earlier by either party, for any reason or for no reason. The Company reserves the right to modify, cancel and/or limit the Trial Service at any time and without liability, at its sole discretion and without the need for a written notice.

2.2 Pre-Released Services. The Company may offer, from time to time, certain services in alpha or beta versions (the "Pre-Released Services") and will use best endeavors to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated, more than usual.

2.3 Governing Terms of Trial and Pre-released Services. The Trial Services and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Services and Pre-Released Services (i) they are licensed hereunder on an "As-Is" "As Available" basis, with no warranties, express or implied, of any kind; (ii) the indemnity undertakings by the Company set forth in Section 14.1 shall not apply; and (iii) in no event shall the total aggregate liability of Company, its affiliates or its third-party service providers, under or otherwise in connection with these Terms, exceed US $50. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.

Users shall register and create an account (each, an "Account"). Customer is responsible that each User shall provide the Company with accurate, complete, and updated registration information. Customer is solely responsible for the content and any activity that occurs in each Account. Customer shall: (a) not allow anyone other than Users to access and use the Accounts; (b) keep, and ensure that Users keep, all Account credentials and access measures secure at all times; (c) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (d) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of an Account.

4.1 Customer shall provide Company with all reasonable cooperation and shall comply in a timely and efficient manner, and be responsible and liable for the Users' compliance with these Terms, the Order Form and all applicable laws and regulations. Customer shall provide the Company with the resources and fulfill the responsibilities set forth in the Order Form. In the event of any delays by the Customer, Company may adjust any agreed timetable or delivery schedule as reasonably necessary.

4.2 Customer is solely responsible for obtaining, maintaining and operating the User's computers and other devices, and any related equipment, hardware, software, backup systems, security systems and measures or ancillary services (the "Customer's Infrastructure") necessary in order to access and use the Service. Customer shall be solely responsible and liable for any fees charged by third parties in connection with the Customer's Infrastructure. Customer shall be solely responsible for procuring and maintaining its network connections and communications links, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

4.3 Customer is responsible for all acts or omissions of Users and their use of the Service. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Customer.

4.4 Customer shall ensure that the Customer Data shall not contain any viruses, trojan horses or other harmful computer code.

5.1 While using the Service, certain code, information and data may be uploaded or transferred to the Service to be processed by the Service on the Customer's behalf (the "Customer Data"). Customer Data includes any code, models, datasets, prompts, configurations, machine images and other content that Customer or its Users store on, run on, upload to, or transmit through the Service.

5.2 As between the Customer and the Company, and to the extent permitted by applicable law, all rights in the Customer Data shall remain with Customer. Customer hereby grants the Company and its Sub-processors an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, download, store, distribute and display the Customer Data, for the purpose of maintaining, developing and providing the Service and as required to resolve technical and security problems or otherwise as permitted by these Terms or in writing by Customer. Company shall not use the Customer Data to train any AI models except in connection with Customer's own use of the Service.

5.3 Customer represents and warrants that (i) Customer owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority necessary to grant the Company the aforementioned rights; (ii) any Customer Data and any use thereof do not and shall not violate any applicable laws; and (iii) no sensitive data protected under special legislation (such as protected health information or payment card data) will be transferred to the Service.

5.4 Other than Company's security and data protection obligations expressly set forth in Section 7, Company assumes no responsibility or liability for Customer Data, and Customer will be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.

5.5 Customer acknowledges that storage associated with compute instances may be local, temporary and ephemeral, and that Customer Data stored on such instances may be permanently lost upon instance stop, restart, reallocation, failure, suspension, or termination. Customer is solely responsible, at its own cost, for backing up, replicating and archiving all Customer Data to durable storage of its choosing.

6.1 Company Intellectual Property. All right, title and interest in the Service, including any content, materials, software, know-how, data files, documentation, code, SDK, API, interfaces, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), and any updates, new versions, modifications, improvements, developments or derivatives thereof, belong to the Company and its licensors.

6.2 Prohibited Use. Customer and its Users may not, and may not permit or aid others to: (i) use the Service other than for the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Service; (iii) sell, distribute, sublicense, rent or share the rights granted under these Terms; (iv) reverse engineer, decompile, decrypt or disassemble the Service; (v) use the Service to build a competing product or for benchmarking; (vi) bypass any security measures; (vii) access the Service by any automated means; (viii) use the Service in any illegal manner; (ix) impose a disproportionate load on Company infrastructure; (x) interfere with the integrity of the Service; (xi) remove or alter proprietary notices; (xii) provide any third party access to the Service; (xiii) use the Service in high-risk environments (aviation, vehicles, marine, rail, security, critical infrastructure, health services, nuclear facilities, weapon systems); (xiv) use the Service to mine or generate cryptocurrency without prior written consent; (xv) run any workload that exceeds provisioned volumes or that the Company determines imposes an excessive burden; or (xvi) use the Service to train, fine-tune, or deploy any model or system for any purpose restricted under applicable export control, sanctions, or other applicable laws.

6.3 Feedback. Customer may provide the Company suggestions, comments or feedback regarding the Service ("Feedback"). Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback.

6.4 Intellectual Property Infringements. If the Company believes that the Service may infringe intellectual property rights of third parties, the Company may, in its sole discretion: (i) obtain the right to continue use; (ii) replace or modify the allegedly infringing part; or (iii) require that use cease and provide a prorated refund of any Fees paid for the unused portion of the Subscription Term.

7.1 Privacy. Customer acknowledges and agrees that the use of the Service is governed by the Company's Privacy Policy, which shall constitute an integral part of these Terms.

7.2 Anonymous Information. The Company may collect, monitor and freely use Anonymous Information — information about the use of the Service which does not enable identification of an individual, such as aggregated data, metadata and analytic information. Anonymous Information shall not be considered Customer's Confidential Information.

7.3 Security. The Company operates a shared-responsibility model, and the Company's security obligations are limited to the underlying infrastructure that the Company operates and controls. Customer is solely responsible for the security and configuration of everything Customer deploys on or runs through the Service, including operating systems, containers, machine images, applications, models, code, credentials, keys, network configuration, access controls and Customer Data, and for promptly applying patches and updates. Customer is responsible for all activity occurring under its Accounts and instances. The Company shall have no liability arising from Customer's failure to secure or properly configure its workloads.

8.1 Sub-processors. Customer acknowledges that the Service is hosted and made available by certain sub-processors of the Company. The Company may remove, add or replace its Sub-processors from time to time.

8.2 Free Software. The Service includes third-party "open source" or "Free Software" components that are subject to third-party terms and conditions.

8.3 AI Features. The Service incorporates artificial intelligence and large language model services or features (the "AI Features"), provided in reliance on AI Service Providers. Customer's use of the AI Features is also governed by the AI Service Providers' terms. By using the Service, the Customer acknowledges that it has read, understood and agreed to be bound by the AI Terms. Use of generative AI involves various uncertainties, including with respect to legality, non-infringement, accuracy, security, intellectual property and compliance. Customer is solely responsible for reviewing and verifying any AI-generated content before use.

8.4 Other Products and Services. The Service may integrate with, and contain or link to, third-party software, products, and services (the "Third-Party Services"), each subject to its own terms. The Company does not endorse any such Third-Party Services and shall not be responsible or liable with respect to them. Access to and use of the Third-Party Services is at Customer's sole discretion and risk.

9.1 Term and Fees. The Service is provided on a consumption basis for the term specified in Customer's Order Form (the "Subscription" and the "Subscription Term"). Customer shall pay the Company the applicable fees set forth in the Order Form (the "Fees"). Unless expressly indicated otherwise, Fees are stated in US dollars. Fees are non-cancelable and non-refundable. The Company reserves the right to change the Fees at any time, upon notice.

9.2 Metering and Consumption. Fees for consumption-based usage are calculated based on Customer's usage of compute, storage, networking, power and other metered resources as measured by the Company's systems, and such measurements shall be conclusive and binding absent manifest error. Customer is responsible for all usage incurred under its Accounts and instances. Any excess over provisioned or committed volumes shall be billed at the Company's then-current rates. Customer is responsible for stopping, terminating, or de-provisioning any instance or resource it no longer requires. Any minimum commitment or reserved capacity set forth in an Order Form is non-cancelable and payable in full regardless of usage.

9.3 Subscription Auto-Renewal. Customer's Subscription shall automatically renew by default, unless canceled by either party at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term.

9.4 Taxes. The Fees are exclusive of any and all taxes, levies, or duties, except for income tax imposed on the Company.

9.5 Payment Terms. Unless otherwise set forth in the Order Form, the Fees shall be paid annually, in advance, upon receipt of an invoice. Delinquent payments may bear compounded interest at a rate equal to the lower of 1.5% per month or the highest rate permitted by law.

9.6 Credit Card. Credit card details may be needed to complete an order. Customer authorizes the Company to continue to charge its credit card upon the beginning of each billing period.

10.1 Termination for Cause. A breach of obligations by either party which is not cured within 10 days from receiving notice thereof, shall entitle the non-breaching party to immediately terminate these Terms.

10.2 Termination or Suspension by Company. Company may terminate or suspend Customer's use of the Service immediately, without prior notice or liability, if the Company believes Customer is using the Service in a manner that may impose a security risk, in breach of these Terms, or if payment is or is likely to become overdue.

10.3 Termination by Customer. Customer may terminate its Subscription by cancelling it, whereby termination will take effect at the end of the then-current Subscription Term.

10.4 Effect of Termination. Upon termination, Customer's rights hereunder shall terminate, and Customer shall cease to have access to the Service and any Customer Data. Customer is solely responsible to export all available Customer Data prior to such termination.

10.5 Survival. All provisions which by their nature should survive termination shall remain in full force and effect.

11.1 Confidential Information. "Confidential Information" means any non-public business, product, technology and marketing data disclosed by either party that is either identified as confidential or should reasonably be understood to be confidential.

11.2 Confidentiality Obligations. The Receiving Party shall hold Confidential Information in confidence, not disclose it to third parties without prior written consent, and not use it for any purpose other than to perform its obligations under these Terms. Obligations expire five (5) years from the date of termination or expiration of the last Subscription Term.

11.3 Right to Disclose. Company reserves the right to access, read, preserve, and disclose any information it obtains in connection with the Service as reasonably necessary to satisfy applicable law, enforce these Terms, address fraud or security issues, respond to support requests, or protect the rights, property or safety of the Company, its users or the public.

Except as explicitly set forth herein, the Service and any related services are supplied on an "as is" and "as available" basis and without warranties, guarantees or representations of any kind, whether express or implied, statutory, common law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, availability, security, compatibility or non-infringement. Company does not warrant that the use of the Service will be uninterrupted, error-free, or will meet Customer's specific requirements or expectations.

13.1 In no event shall Company, its shareholders, directors, officers, affiliates, agents, members or employees be liable under any contract, tort or other legal or equitable theory, for any (i) special, incidental, punitive, consequential or indirect damages; (ii) loss of or damage to Customer's systems, devices, data, information, goodwill, profits, savings, or pure economic loss; (iii) failure of industry standard security measures; and/or (iv) cost of procuring any substitute goods or services.

13.2 To the maximum extent permitted by law, Company's aggregate and cumulative liability for all direct claims, damages and losses is limited to the Fees paid to the Company for use of the Service in the twelve (12) months preceding the cause of the claim.

14.1 By Company. Company hereby agrees to defend and indemnify Customer against any damages awarded against Customer by a court of competent jurisdiction, or paid in settlement, in connection with a third-party claim, suit or proceeding that the grant of right to use the Service within the scope of these Terms infringes any valid U.S. patent, subject to the exceptions set forth herein.

14.2 By Customer. Customer hereby agrees to defend and indemnify Company against any damages in connection with (i) a third party claim that use of the Customer Data or any content provided by Customer infringes any intellectual property rights of a third party; (ii) the use or misuse of the Service by Customer, the Users or any third party using an Account.

14.3 General. The defense and indemnification obligations are subject to prompt written notice of the claim, immediate and complete control over defense/settlement, and reasonable cooperation.

15.1 Affiliates. Customer's Affiliates may enter into a sub-subscription under these Terms. Customer shall be liable, together with such Affiliate, for any act or omission by such Affiliate to the same degree as if performed by the Customer.

15.2 Valar Entity. Unless stated otherwise in an applicable Order, if Customer is a person residing in, or an entity incorporated in, the United States or in Canada, "Company" means Valar, Inc., a company duly incorporated under the laws of Delaware; otherwise, "Company" means Valar AI Ltd., a company registered under the laws of the state of Israel, company registration number 517344040.

15.3 Export Control. The Service may be subject to Israeli, U.S. or foreign export controls, laws and regulations. Customer is solely responsible for complying with applicable Export Controls.

15.4 Customer's Reference. Customer acknowledges the Company has the right to use Customer's name and logo to identify Customer as a customer of Company, subject to revocation by contacting Company.

15.5 Force Majeure. Neither party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party.

15.6 Governing Law; Jurisdiction. If "Company" is Valar, Inc., these Terms shall be governed by the laws of the State of Delaware, with exclusive jurisdiction in Delaware courts. If "Company" is Valar AI Ltd., these Terms shall be governed by the laws of the State of Israel, with exclusive jurisdiction in Tel Aviv, Israel courts. To the fullest extent permitted by law, the parties waive the right to a jury trial.

15.7 Class Action Waiver. Where permitted under applicable laws, Customer and Company agree that each party may bring claims against the other party only in its individual capacity and not as a plaintiff or class member in any purported class or representative action.

15.8 Relationship of the Parties. The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries.

15.9 General. The headings used in these Terms are for convenience only.

15.10 Entire Agreement. These Terms constitute the entire agreement between Customer and the Company with respect to Customer's use of the Service.

15.11 Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer's consent. Customer may not assign any of its rights without the prior written consent of Company.

15.12 Notice. All notices shall be made by personal delivery, express courier, certified or registered mail, or by electronic mail, and shall be deemed effective as set forth herein.

15.13 Severability. If any provision of these Terms is found to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.14 No Waiver. Failure of the Company to enforce any right or provision will not constitute a waiver unless acknowledged in writing.

15.15 Amendments. The Company reserves the right to change these Terms at any time by posting a new version. Material changes will be notified via the Service, the Company's website, or email. Modifications become effective immediately upon posting, provided that with respect to existing Orders, the change shall only become effective upon the end of the then-applicable Order term.