Terms of Service

These Terms of Service (these “Terms”) are incorporated by express reference into the Order Form(s) (as defined below) to which these Terms are attached or referenced. These Terms, together with all Order Forms and any exhibits, schedules, or addenda thereto, constitute the entire agreement between the Parties (collectively, the “Agreement”).

This Agreement is entered into as of the Effective Date by and between Gridlight, Inc., a Delaware corporation with offices located at 6240 Locke Ave, Fort Worth, TX 76116 (“Gridlight”), and the subscriber identified on the applicable Order Form (“Subscriber”) (each a “Party,” and together the “Parties”).

If Subscriber and Gridlight have executed a separate written agreement that is signed by authorized representatives of both Parties, then such separate agreement shall supersede this Agreement only to the extent of any direct conflict or as otherwise expressly set out in such separate agreement.

Recitals

WHEREAS, Gridlight offers a proprietary technology solution that enables users to run artificial intelligence (AI) models locally without internet access, along with a cloud-based management console, related services, and materials;

WHEREAS, Subscriber wishes to obtain a subscription license to use the Gridlight Solution; and

WHEREAS, Gridlight is willing to provide a subscription license to Subscriber, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

1. Definitions

“Access Credential” means any username, password, API key, authentication token, multi-factor authentication code, or other credential used by an Authorized User or Subscriber to access the Gridlight Solution.

“Account Data” means information related to Subscriber’s account and use of the Gridlight Solution, including: (i) contact information such as organization name, user names, billing email address, and phone number; (ii) billing data, including invoices, payment history, and subscription tier; and (iii) aggregated, anonymized, and de-identified usage data, and system metadata associated with Subscriber’s account.

“Authorized User” means a designated, named end user of Subscriber whom Subscriber has provisioned with Access Credentials through the Management Console.

“Business Hours” means between 9:00 a.m. to 6:00 p.m. Eastern time, not including Saturday, Sunday, or public holidays.

“Documentation” means all user manuals, technical specifications, API documentation, administrator guides, training materials, and other instructional content provided by Gridlight to Subscriber in connection with the Gridlight Solution, whether in printed, electronic, or online format.

“Effective Date” means the earlier of (i) the effective date set forth on the first Order Form entered into by the Parties, or (ii) the date Subscriber first accesses or uses the Gridlight Solution.

“EULA” means Gridlight’s then-current end user license agreement for the Gridlight Agent.

“Gateway” means the software interface that provisions, allocates, and regulates computing capacity to Authorized Users within the Gridlight Agent, enabling distributed or standalone model execution across Registered Devices.

“Grid Instances” means the computing capacity that Subscriber has purchased and is licensed to use as set forth on the Order Form, measured in Teraflops, and provisioned through a Gateway to distribute workloads across one or more Registered Devices connected over a local network.

“Gridlight Agent” means the locally installed software component that enables Subscriber to run AI models on Subscriber’s own infrastructure without requiring internet connectivity.

“Gridlight Solution” means Gridlight’s proprietary platform consisting of: (i) the Gridlight Agent; (ii) the Management Console; (iii) the Gateway; and (iv) all associated Documentation, updates, enhancements, and modifications made available to Subscriber during the Subscription Term.

“Instances” means, collectively (i) Grid Instances, and (ii) Standalone Instances.

“IP Rights” means any intellectual property or other intangible rights existing now or in the future under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, or other similar foreign or domestic law, including any application, registration, renewal, extension, or restoration of any of the foregoing.

“Management Console” means the cloud-based SaaS platform through which Subscriber may: (i) manage and allocate Grid Instances across Authorized Users and Registered Devices; (ii) configure model access permissions; (iii) provision and revoke Access Credentials; (iv) monitor system health and usage metrics; (v) manage billing, invoicing, and subscription plans; and (vi) register and manage Registered Devices.

“Marketplace” means the marketplace platform made available by Gridlight where Subscriber and its Authorized Users may access, browse, download, and publish user-built applications.

“Marketplace Terms” means Gridlight’s terms of service governing access and use of the Marketplace, as may be updated from time to time.

“Order Form” means the ordering document, online subscription enrollment document, statement of work, or other ordering document agreed to by both Parties that references these Terms and specifies the Gridlight Solution, the applicable Subscription Term, and associated Fees.

“Order Form Effective Date” means the effective date set forth on the Order Form at issue, which may be the date of online acceptance if submitted electronically.

“Order Form Term” means the period commencing on the Order Form Effective Date and continuing until the expiration of all Subscription Terms set forth on such Order Form.

“Other Agreements” means any acceptable use policy, terms of conduct, EULA, privacy policy (available at: https://gridlight.ai/privacy), or other documents or policies incorporated by reference into this Agreement.

“Registered Devices” means any devices owned or controlled by Subscriber that have been registered through the Management Console for use with the Gridlight Agent, including but not limited to desktop computers, workstations, and servers.

“Service Level Agreement” or “SLA” means the service level agreement attached to this Agreement as Schedule 1.22 (Service Level Agreement).

“Services” means those services that Gridlight provides to Subscriber pursuant to this Agreement, including Support Services and any Additional Services.

“Standalone Instances” means the computing capacity that Subscriber has purchased and is licensed to use as set forth on the Order Form, measured in Teraflops, and provisioned to operate on a single Registered Device without requiring a network connection or Gateway.

“Subscriber Materials” means all data, information, files, videos, images, and other materials that Subscriber submits to or uses in connection with the Gridlight Solution.

“Subscription Term” means the period of time set out in an Order Form that Subscriber has subscribed to access and use the Gridlight Solution.

“Teraflop” or “TFLOP” means a unit of computing speed (specifically GPUs or CPUs) equal to one trillion floating-point operations per second (TFLOPS), used to measure computational capacity licensed under an Order Form.

“Usage Data” means system logs, license usage data, capacity utilization metrics, statistics data, and other performance or diagnostic information generated by or associated with Subscriber’s use of the Gridlight Solution.

2. Acceptance

By executing an Order Form that references these Terms, clicking a box indicating acceptance of an Order Form, or by accessing or using any part of the Gridlight Solution, Subscriber agrees to be bound by and comply with this Agreement.

3. Grant of Rights to Subscriber

3.1 Subscription License to Gridlight Solution

3.1.1 Non-Exclusive Rights in the Gridlight Solution. Subject to Subscriber’s compliance with the terms and conditions in this Agreement, Gridlight hereby grants to Subscriber, during the applicable Subscription Term, a non-exclusive, non-transferable (except as set forth in Section 13.2), non-sublicensable, revocable license to: (i) access the Management Console; (ii) install and use the Gridlight Agent on Registered Devices; (iii) use the Gateway to allocate compute across Registered Devices; and (iv) access and use the Documentation, in each case solely for Subscriber’s internal business operations and only within the scope of the applicable Order Form.

3.1.2 Capacity Allocation. The Order Form sets forth the Instances, as measured in Teraflops, purchased by Subscriber. If Subscriber wishes to change the capacity tier of its subscription, Subscriber may do so at any time through the Management Console.

3.1.3 Machine Registration. To use the Gridlight Agent, Subscriber must register and designate Registered Devices through the Management Console.

3.2 Marketplace

Gridlight may make the Marketplace available to Subscriber and its Authorized Users. The Marketplace enables Authorized Users to access, browse, download, and publish user-built applications. Use of the Marketplace is subject to the Marketplace Terms.

3.3 EULA Acceptance

Subscriber shall ensure that, prior to installing the Gridlight Agent, each Authorized User accepts the EULA.

3.4 Access Credentials

Gridlight relies on Access Credentials to verify Authorized Users in order to provide them with access to the Gridlight Solution. If Subscriber suspects any unauthorized use of Access Credentials, Subscriber must promptly notify Gridlight.

3.5 Restrictions

Subscriber and each Authorized User shall not: (i) sell, rent, lease, sublicense, transfer, distribute, or otherwise make the Gridlight Solution available to any third party; (ii) modify, translate, adapt, or create derivative works of the Gridlight Solution; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Gridlight Solution; (iv) use the Gridlight Solution for the development of a competing product or service; (v) remove, obscure, or alter any proprietary rights notice on the Gridlight Solution; (vi) use the Gridlight Solution in violation of any law or regulation; (vii) use the Gridlight Solution to process data in excess of the capacity allocated to Subscriber under the applicable Order Form; or (viii) attempt to interfere with or circumvent any security or access control mechanism of the Gridlight Solution.

3.6 Third-Party Materials

The Gridlight Solution may incorporate, embed, or be bundled with software, data, databases, services, or other materials that are licensed from third parties. Subscriber’s use of any third-party materials included in or accessible through the Gridlight Solution shall be subject to the applicable license terms of such third-party materials.

3.7 Subscriber System

Subscriber shall comply with Gridlight-provided system requirements to access and use the Gridlight Solution.

3.8 Residuals

Notwithstanding anything to the contrary in this Agreement, neither Party will be precluded from using its Residuals for any purpose, provided that such use does not involve the disclosure of the other Party’s Confidential Information in tangible form in violation of this Agreement. “Residuals” means information that is retained in the unaided memories of persons who have had access to the other Party’s Confidential Information pursuant to this Agreement.

3.9 Bankruptcy

All licenses and rights of use granted under this Agreement for the benefit of a Party or other party, where applicable, are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, “licenses” of rights to “intellectual property” as defined therein.

4. Subscriber Grant of Rights to Gridlight

4.1 License to Subscriber Materials

Subscriber hereby grants to Gridlight, during the Term, a non-exclusive, sublicensable, royalty-free license to use, copy, host, and process Subscriber Materials solely to the extent necessary to provide the Gridlight Solution.

4.2 License to Subscriber Marks

Subscriber hereby grants to Gridlight a non-exclusive, sublicensable license to use Subscriber’s name, logo, and trademarks for marketing purposes only, unless Subscriber opts out in writing.

4.3 Feedback

Subscriber hereby irrevocably transfers and assigns to Gridlight all right, title, and interest in any suggestions, enhancements, recommendations, corrections, or other feedback provided by Subscriber relating to the Gridlight Solution.

5. Ownership

5.1 Gridlight Ownership

Gridlight, its subcontractors, service providers, and licensors, is the sole and exclusive owner of all right, title, and interest in and to the Gridlight Solution, including all IP Rights.

5.2 Subscriber Ownership

Other than those rights expressly granted to Gridlight under this Agreement, as between the Parties, Subscriber retains all right, title, and interest in and to the Subscriber Materials, including all IP Rights.

5.3 Local Data

Subscriber acknowledges that Gridlight does not store Subscriber Materials, as all data processed through the Gridlight Agent resides exclusively on Subscriber’s Registered Devices.

5.4 No Implied Rights

Nothing in this Agreement shall be construed as granting any rights other than those expressly provided in this Agreement.

6. Fees and Payment

6.1 Fees

Subscriber shall pay Gridlight the fees as set forth on the Order Form, and any other fees payable under this Agreement or the applicable Other Agreements.

6.2 Payment Processing

Payment processing is provided by a third party provider, such as Stripe, and is subject to the separate terms and conditions of such third party provider.

6.3 Invoices

Unless otherwise set forth on the Order Form, Gridlight will invoice Subscriber for any Fees payable by Subscriber under this Agreement on a monthly or annual basis, as selected by Subscriber.

6.4 Taxes

All Fees payable under this Agreement are exclusive of any applicable taxes. As between the Parties, Gridlight shall be responsible for taxes based on its net income, and Subscriber shall be responsible for all other taxes related to this Agreement.

7. Gridlight Services

7.1 Support Services; Availability

During the applicable Subscription Term, Gridlight shall use commercially reasonable efforts to make the Gridlight Solution available to Subscriber in accordance with the Service Level Agreement.

7.2 Additional Services

If Subscriber desires any consulting or technical services other than the Support Services included in the Service Level Agreement, such services may be made available as set forth in a separate Order Form or statement of work.

8. Representations and Warranties

8.1 Mutual Representations and Warranties

Each Party represents and warrants that: (i) it is duly organized, validly existing, and in good standing; (ii) it has full authority to enter into and perform its obligations under this Agreement; and (iii) its execution and performance of this Agreement does not conflict with any other agreement.

8.2 Gridlight Representations and Warranties

Gridlight represents and warrants that: (i) the Gridlight Solution shall be, to the best of its knowledge, free of all material defects, bugs, and errors; (ii) Gridlight shall use commercially reasonable efforts to maintain the Gridlight Solution in accordance with the SLA; and (iii) it has all necessary intellectual property rights in and to the Gridlight Solution.

8.3 Subscriber’s Representations and Warranties

Subscriber represents and warrants to Gridlight that: (i) Subscriber Materials will not infringe, misappropriate, or violate the IP Rights of any third party; (ii) Subscriber will use the Gridlight Solution in compliance with all applicable laws and regulations; and (iii) Subscriber has obtained all necessary authorizations for the processing of any personal data submitted to the Gridlight Solution.

8.4 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8 (REPRESENTATIONS AND WARRANTIES), TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRIDLIGHT MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE GRIDLIGHT SOLUTION, AND GRIDLIGHT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

9. Limitations on Remedies

9.1 Consequential Damages Waiver

EXCEPT FOR (i) SUBSCRIBER’S PAYMENT OBLIGATIONS; (ii) EITHER PARTY’S BREACH OF SECTION 3.2 (RESTRICTIONS) OR SECTION 11 (CONFIDENTIALITY); OR (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9.2 Limitation of Liability

EXCEPT FOR (i) SUBSCRIBER’S PAYMENT OBLIGATIONS; (ii) EITHER PARTY’S BREACH OF SECTION 3.2 (RESTRICTIONS) OR SECTION 11 (CONFIDENTIALITY); OR (iii) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY SUBSCRIBER TO GRIDLIGHT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

10. Indemnification

10.1 Gridlight Indemnification

Gridlight shall defend, indemnify, and hold Subscriber and its affiliates and their respective officers, directors, employees, and agents harmless from any third-party claims alleging that the Gridlight Solution infringes upon any IP Rights.

10.2 Subscriber Indemnification

Subscriber shall defend, indemnify, and hold Gridlight and its affiliates and its and their respective officers, directors, employees, and agents harmless from any third-party claims arising out of or related to: (i) Subscriber’s use of the Gridlight Solution; (ii) Subscriber Materials; or (iii) Subscriber’s breach of this Agreement.

10.3 Procedure for Indemnification

The Party seeking indemnification shall give the indemnifying Party reasonable written notice of the claim. The indemnifying Party shall have the sole right to defend the claim and make settlements thereof at its own discretion.

11. Confidentiality

11.1 Confidential Information

Confidential Information under this Agreement shall consist of all non-public information disclosed by one Party to the other Party, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

11.2 Non-Disclosure; Standard

The Receiving Party shall retain the Disclosing Party’s Confidential Information in strict confidence and shall use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, but in no event less than reasonable care.

11.3 Exceptions

The Receiving Party’s obligations with respect to the Disclosing Party’s Confidential Information shall not apply to information that: (i) is or becomes publicly available; (ii) is known to the Receiving Party prior to receipt; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law.

11.4 Return or Destruction

Upon expiration or earlier termination of this Agreement, or at the written request of the Disclosing Party, the Receiving Party shall return or destroy all copies of the Disclosing Party’s Confidential Information.

12. Term and Termination

12.1 Term

The Agreement shall commence as of the Effective Date and, unless earlier terminated in accordance with Section 12.2, shall continue as long as an active Order Form exists between the Parties.

12.2 Termination

12.2.1 Termination for Cause; Suspension. Either Party shall be entitled to terminate this Agreement or the applicable Order Form: (i) immediately if the other Party commits a material breach; or (ii) upon 30 days’ written notice if such material breach remains uncured.

12.2.2 Insolvency. Either Party shall be entitled to terminate this Agreement immediately upon written notice, if the other Party ceases to carry on business, becomes insolvent, or files for bankruptcy.

12.3 Effect of Termination or Expiration

12.3.1 Cessation of Use. Upon termination or expiration of this Agreement, Subscriber’s rights to access and use the Gridlight Solution shall immediately cease.

12.3.2 Local Data. Subscriber acknowledges that Gridlight does not store Subscriber’s data that is processed through the Gridlight Agent. Accordingly, Subscriber is responsible for maintaining backups of any local data on its Registered Devices.

12.3.3 No Effect on Prior Obligations. Any termination or expiration of this Agreement shall not affect any obligation which accrued prior to the effective date of termination.

13. General

13.1 Governing Law; Exclusive Jurisdiction

This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any dispute arising out of this Agreement shall be resolved exclusively by the state or federal courts located in Tarrant County, Texas.

13.2 Assignment

This Agreement is not assignable by either Party without the other Party’s prior written consent (not to be unreasonably withheld), except that either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

13.3 Monitoring; Analytics

Account Data containing personal information shall be subject to Gridlight’s privacy policy, which is available at https://gridlight.ai/privacy. Gridlight may collect, use, and disclose Usage Data for its internal business purposes.

13.4 Force Majeure

Except for Subscriber’s payment obligations, neither Party shall be liable under this Agreement by reason of any failure or delay in the performance of its obligations due to events beyond its reasonable control.

13.5 Independent Contractors

The Parties are independent contractors, and no agency, partnership, joint venture, or employer-employee relationship is created by this Agreement.

13.6 Severability; Waiver; Headings

Any provision of this Agreement determined to be unenforceable or invalid by applicable law shall be modified to the minimum extent necessary to make it valid and enforceable. No failure to exercise any right under this Agreement shall constitute a waiver.

13.7 Entire Agreement

This Agreement, together with the Other Agreements, constitute the entire agreement. In the event of conflict between these Terms and an Order Form, the Order Form shall prevail.

13.8 Government Rights

As defined in FAR section 2.101, Defense FAR Supplement (DFARS) section 252.227-7014(a)(1) and DFARS section 252.227-7014(a)(5) or equivalents, COTS items are provided to the US Government as commercial items and are only offered with the rights and restrictions provided in this Agreement.

13.9 Survival

In addition to any other right or obligation that by its nature is intended to survive, the following Sections shall survive termination: 1 (Definitions), 3.5 (Restrictions), 5 (Ownership), 6 (Fees and Payment), 8.4 (Warranty Disclaimer), 9 (Limitations on Remedies), 10 (Indemnification), 11 (Confidentiality), 12.3 (Effect of Termination), and 13 (General).

13.10 Notice

Any notices required or permitted in this Agreement shall be given to the appropriate Party at the address specified on the Order Form.

13.11 Remedies

Except as expressly stated in this Agreement, no remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy. Each remedy shall be cumulative and in addition to every other remedy given under this Agreement or at law.

13.12 Export

The Gridlight Solution is offered for use in the United States only. Each Party will comply with U.S. export control and sanctions laws.

Schedule 1.22 — Service Level Agreement

During the applicable Subscription Term, Gridlight will use commercially reasonable efforts to provide the following levels of support:

Gridlight’s Responsibilities

• Respond to Support Services requests within the applicable time period listed below
• Take steps to escalate, diagnose, and resolve Errors in an appropriate and timely manner
• Maintain clear and timely communication with the Subscriber during investigation and resolution

Subscriber’s Responsibilities

• Use the Gridlight Solution as intended
• Notify Gridlight of issues or problems in a timely manner
• Cooperate with Gridlight in its efforts to escalate, diagnose, and resolve issues
• Ensure the availability of a sufficient number of skilled Subscriber employees

Subscriber is responsible for all hardware, operating systems, network setup, network maintenance and setup and use of all third-party provided services.

Error Reporting

The Subscriber will report Errors to Gridlight via email (support@gridlight.ai). Include: the component involved, steps to reproduce, if repeatable or random, severity, and any other useful information.

Severity Levels