Terms of Service

1.1 Order Forms. Each engagement is documented in an order form, schedule, or statement of work executed by both parties (each, an “Order Form”). An Order Form describes the specific resources, term, fees, service levels, and any deal-specific terms.

1.2 Agreement. These Terms together with all executed Order Forms form the “Agreement” between the parties.

1.3 Precedence. If an Order Form conflicts with these Terms, the Order Form controls for the resources described in that Order Form. Terms designated in an Order Form as service-specific terms supersede these Terms on the same subject matter. These Terms control over any purchase order, vendor portal terms, or other Customer document, and any additional or conflicting terms in such documents are rejected and have no effect.

2.1 Description. Liquid Compute provides dedicated GPU compute capacity — including NVIDIA B200 and B300 class clusters on bare metal servers — together with provisioning, monitoring, hardware replacement, and support, as described in the applicable Order Form (the “Services”).

2.2 Access. We will provide credentials and network access on or before the service commencement date stated in the Order Form. Customer is responsible for obtaining and maintaining its own network connectivity, software, and equipment.

2.3 Upstream providers and subcontractors. We may provide the Services using data center operators, hardware suppliers, and other third parties (“Upstream Providers”). We remain responsible to Customer for the performance of the Services under this Agreement.

2.4 Substitution. We may substitute resources where required by an Upstream Provider or on hardware failure. Substitute resources will be equal or better in GPU model, GPU memory, and interconnect class and bandwidth, unless the applicable Order Form provides otherwise.

2.5 Changes. We may update these Terms from time to time by posting a revised version. Changes take effect for an existing Order Form at the start of its next renewal term, or, if the Order Form does not renew, not at all. Changes that materially reduce the Services or Customer’s rights during a committed term do not apply to that term without Customer’s consent.

3.1 Fees. Customer will pay the fees stated in the applicable Order Form. Fees are non-refundable except as expressly stated in these Terms or an Order Form.

3.2 Invoicing. Unless the Order Form says otherwise, fees are invoiced in advance of each billing period. Deposits are invoiced on execution of the Order Form and due on the timeline stated there.

3.3 Payment terms. Customer will pay all undisputed invoices within fifteen (15) calendar days of the invoice date, by ACH or wire in US dollars to the account stated on the invoice.

3.4 Disputes. Customer must notify us in writing of any disputed amount within fifteen (15) days of the invoice date, with reasonable detail. The parties will work in good faith to resolve the dispute. Undisputed amounts remain payable.

3.5 Late payment and suspension. Overdue undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If an undisputed invoice remains unpaid ten (10) days after written notice, we may suspend access to the Services. Suspension does not relieve Customer of its payment obligations, and committed fees continue to accrue during suspension.

3.6 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT, and withholding taxes arising from the Services, other than taxes on our income.

4.1 Applicable service levels. Service levels, uptime targets, downtime definitions, service credit calculations, exclusions, and claim procedures are set out in the applicable Order Form or its service level schedule.

4.2 Sole remedy. Service credits are Customer’s sole and exclusive remedy, and our sole liability, for any failure to meet a stated service level or for any unavailability or degradation of the Services. Where an Order Form provides for cash payment of earned but unused credits, that payment is made under the terms of that Order Form.

4.3 No implied service levels. Where an Order Form does not state a service level, the Services are provided without an uptime commitment.

Customer will not, and will not permit any user to:

1. use the Services in violation of applicable law, including export control, sanctions, and privacy laws, or to process, store, or transmit unlawful content;
2. conduct cryptocurrency mining, proof-of-work computation, or comparable activity, unless expressly permitted in the applicable Order Form;
3. resell, sublicense, timeshare, or otherwise provide third-party access to the Services, except as expressly permitted in the applicable Order Form;
4. attempt to gain unauthorized access to any system, network, or data; probe or test the vulnerability of our infrastructure or an Upstream Provider’s infrastructure; or interfere with any other customer’s use of resources;
5. use the Services to develop or deploy weapons of mass destruction, or for any purpose prohibited by NVIDIA’s or an Upstream Provider’s terms applicable to the hardware, where those terms have been provided to Customer; or
6. remove, alter, or tamper with hardware, firmware, or management interfaces beyond the access level granted.

Customer is responsible for its users’ and end customers’ compliance with this Section 5. If Customer’s use violates this Section and creates a risk of harm, legal liability, or interruption to us or an Upstream Provider, we may suspend the affected Services on notice (or, in an emergency, immediately with notice as soon as practicable) until the violation is cured.

6.1 Customer Data. “Customer Data” means all data, models, code, and other content that Customer or its users store on or process using the Services.

6.2 No access to workloads. We do not access, monitor, or use the contents of Customer’s workloads or Customer Data, except (a) as directed by Customer for support purposes, (b) as necessary to respond to a security incident or to comply with law, or (c) to collect infrastructure-level telemetry such as utilization, temperature, and network metrics that do not include workload content.

6.3 Customer responsibilities. Customer is solely responsible for Customer Data, including its legality, its backup, its encryption, and the security configuration of Customer’s environment above the demarcation point. The Services do not include backup, archival, or disaster recovery. Local storage on the nodes is scratch storage.

6.4 Our security. We will maintain commercially reasonable administrative, physical, and technical safeguards for the infrastructure we control, appropriate to the nature of the Services.

6.5 Data deletion. On expiry or termination of an Order Form, Customer must remove Customer Data before the end of the term. We will wipe or re-image the resources following the term in the ordinary course, and Customer Data not removed may be destroyed. We have no obligation to retain Customer Data after termination.

6.6 Personal data. The Services are infrastructure and are not designed for the processing of regulated personal data. If Customer processes personal data subject to GDPR, HIPAA, or similar regimes, the parties will execute an appropriate data processing agreement before such processing begins.

7.1 Each party retains its own. Customer retains all right, title, and interest in Customer Data and Customer’s models, code, and outputs. We retain all right, title, and interest in the Services, our infrastructure, tooling, documentation, and all improvements to them.

7.2 Limited license to us. Customer grants us a non-exclusive, worldwide license to host, transmit, and process Customer Data solely to the extent necessary to provide the Services and to comply with law. We acquire no other rights in Customer Data.

7.3 Feedback. If Customer provides feedback or suggestions about the Services, we may use them without restriction or obligation.

8.1 Definition. “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, including pricing, Order Form terms, technical information, and business plans. Customer Data is Customer’s Confidential Information.

8.2 Obligations. The receiving party will (a) use the disclosing party’s Confidential Information only to perform under this Agreement, (b) protect it with at least reasonable care, and (c) disclose it only to its employees, contractors, and advisors who need to know it and are bound by comparable obligations.

8.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known to the receiving party without obligation, is independently developed, or is rightfully received from a third party.

8.4 Compelled disclosure. The receiving party may disclose Confidential Information as required by law, provided it gives reasonable advance notice where legally permitted.

8.5 Duration. These obligations continue for three (3) years after disclosure, and for trade secrets, for as long as the information remains a trade secret.

9.1 Term. These Terms take effect on the date of the first Order Form and continue until all Order Forms have expired or been terminated. Each Order Form has the term stated in it.

9.2 No termination for convenience. Unless an Order Form expressly provides otherwise, neither party may terminate a committed-term Order Form for convenience, and committed fees remain payable for the full term whether or not Customer uses the resources.

9.3 Termination for cause. Either party may terminate an Order Form or this Agreement on written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice of the breach. Non-payment is governed by Section 3.5, and we may terminate for non-payment if the amount remains unpaid thirty (30) days after suspension.

9.4 Insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

9.5 Effect of termination. On termination, Customer’s access to the Services ends and all accrued fees become due. If Customer terminates for our uncured material breach, we will refund prepaid fees for the terminated period on a pro rata basis. If we terminate for Customer’s breach, committed fees for the remainder of the term become immediately due.

9.6 Survival. Sections 3 (as to accrued amounts), 6.5, 7, 8, 10, 11, 12, 15, and 16 survive termination.

10.1 Mutual. Each party represents that it has the authority to enter into this Agreement and will comply with laws applicable to its performance.

10.2 Our warranty. We warrant that we will provide the Services in a professional and workmanlike manner and in accordance with the service levels stated in the applicable Order Form.

10.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 10.2 AND IN THE SERVICE LEVELS OF AN ORDER FORM, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY WORKLOAD WILL ACHIEVE A PARTICULAR RESULT, THROUGHPUT, OR TRAINING OUTCOME. HARDWARE PERFORMANCE FIGURES IN AN ORDER FORM ARE MEASURED UNDER OUR TEST CONDITIONS AND ARE NOT A WARRANTY OF PERFORMANCE FOR CUSTOMER’S WORKLOADS.

11.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST OR CORRUPTED MODELS, OR COST OF SUBSTITUTE COMPUTE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Carve-outs. Sections 11.1 and 11.2 do not apply to:

1. Customer’s payment obligations under Section 3, including committed fees;
2. either party’s indemnification obligations under Section 12;
3. breach of Section 8 (Confidentiality);
4. Customer’s breach of Section 5 (Acceptable Use); or
5. a party’s gross negligence, willful misconduct, or fraud.

11.4 Service credits. Service credits issued under an Order Form count toward the cap in Section 11.2.

11.5 Basis of the bargain. The parties agree that these limitations are an essential element of the pricing and that the Services would not be offered on these commercial terms without them.

12.1 By us. We will defend Customer against any third-party claim that the Services, as provided by us and used in accordance with this Agreement, infringe that third party’s US patent, copyright, or trade secret, and will indemnify Customer for damages finally awarded or amounts we agree in settlement. This does not apply to claims arising from Customer Data, Customer’s workloads or models, Customer’s combination of the Services with other products, or Customer’s breach of this Agreement.

12.2 By Customer. Customer will defend us against any third-party claim arising from Customer Data, Customer’s workloads or outputs, Customer’s end customers’ use of the Services, or Customer’s breach of Section 5, and will indemnify us for damages finally awarded or amounts Customer agrees in settlement.

12.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party’s expense.

12.4 Remedy. If the Services become, or we believe they may become, subject to an infringement claim, we may procure the right to continue providing them, modify or replace them with functionally equivalent resources, or terminate the affected Order Form and refund prepaid unused fees.

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor action, epidemic, government action, power or utility failure, data center or Upstream Provider failure, or internet or network failure outside its control. The affected party will notify the other promptly and use reasonable efforts to resume performance. If a force majeure event affecting the Services continues for more than thirty (30) consecutive days, either party may terminate the affected Order Form, and we will refund prepaid fees for the unperformed period.

Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it in its entirety, on notice and without consent, to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void. This Agreement binds and benefits the parties’ permitted successors and assigns.

Notices must be in writing and sent to the contacts stated in the applicable Order Form, by email with confirmation of delivery or by nationally recognized courier. Notices to Liquid Compute must be sent to legal@liquidcompute.com. Notices are effective on receipt, or, for email, on the business day after sending absent a bounce or delivery failure. Routine operational notices, including maintenance and suspension notices, may be sent by email to Customer’s operational contact.

16.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue or forum non conveniens in those courts.

16.3 Jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

16.4 Injunctive relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

17.1 Entire agreement. This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions, proposals, and representations.

17.2 Amendment and waiver. Except as provided in Section 2.5, this Agreement may be amended only in a writing signed by both parties. A failure to enforce a provision is not a waiver of it.

17.3 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement remains in effect.

17.4 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.

17.5 No third-party beneficiaries. This Agreement is for the benefit of the parties only and confers no rights on any third party, including Customer’s end customers.

17.6 Publicity. Neither party may use the other’s name or logo publicly without prior written consent, except that we may identify Customer as a customer in investor materials and on our website unless Customer objects in writing.

17.7 Counterparts and electronic signature. Order Forms may be executed in counterparts and by electronic signature, each of which is an original.