1. Agreement and acceptance

1.1 Acceptance. You accept these Terms by (a) executing an Order Form, statement of work or other ordering document that references them; (b) clicking a button or checking a box indicating acceptance; or (c) accessing or using the Services. If you do not agree, you must not access or use the Services.

1.2 Authority. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and “Customer”, “you” and “your” refer to that entity. You must be capable of forming a legally binding contract. The Services are not directed to, and may not be used by, individuals under 18.

1.3 Order of precedence. These Terms, together with any Order Form, the DPA and the Privacy Policy, constitute the “Agreement“ between the parties. Where Customer and Pipeshift have executed a master services agreement, customer services agreement or other signed services agreement, that agreement also forms part of the Agreement. In the event of a conflict between components of the Agreement, the following order of precedence applies: (a) a signed services agreement; (b) an Order Form; (c) these Terms; (d) the Privacy Policy — except that the DPA controls over every other component in respect of the processing of personal data. For the avoidance of doubt, and notwithstanding the existence of any Order Form, the limitation of liability in Section 15 applies to the Agreement unless a signed services agreement expressly provides a different limit. The DPA does not itself set a liability limit.

1.4 Website use. Sections 5 (Acceptable use), 10.1 (Pipeshift IP), 13.3 (Disclaimer), 15 (Limitation of liability), 18 (Governing law and dispute resolution) and 20 (General) apply to any visitor to our website, whether or not that visitor becomes a Customer. For that purpose, references in those provisions to Customer are read as references to the visitor, to the extent the provision is capable of applying to a person who has not entered into an Agreement.

2. Definitions

Capitalised terms have the meanings given in this Section or where first defined in these Terms.

“Customer Content“ means Inputs, Outputs, Customer Code, model weights, datasets and other data or materials that Customer or its Users submit to, generate through, or deploy on the Services. Customer Content includes any model weights, adapters or other artefacts derived from Customer Content by or for Customer through the Services, and does not include Usage Data.

“DPA“ means the Pipeshift Data Processing Addendum, published at https://pipeshift.com/dpa and incorporated into these Terms by reference, as updated in accordance with its own terms.

“Customer Code“ means software, configuration, orchestration logic and application code that Customer deploys on or integrates with the Services.

“Documentation“ means the technical documentation for the Services that Pipeshift makes generally available.

“Inputs“ means prompts, model inputs, embeddings inputs and other content submitted to the Services by or on behalf of Customer.

“Order Form“ means an ordering document, quote, statement of work or online order executed or submitted by Customer and accepted by Pipeshift that references these Terms and sets out the Services ordered and the applicable fees. An Order Form may state a committed term, being a minimum period during which it may not be terminated for convenience, expiring on the end date stated in that Order Form.

“Outputs“ means content generated by a model in response to Inputs.

“Privacy Policy“ means the Pipeshift Privacy Policy published at https://pipeshift.com/privacy-policy, as updated from time to time.

“Term“ has the meaning given in Section 16.1.

“Services“ means Pipeshift’s hosted generative AI inference and model deployment platform, including managed inference clusters, model runtimes, workload orchestration, the web dashboard, APIs, SDKs and any professional services, in each case as made available by Pipeshift.

“Usage Data“ means connection and operational metadata generated through use of the Services, including source IP address, request timestamps, endpoint accessed, HTTP status codes, token counts, latency and performance telemetry. Usage Data does not include Inputs, Outputs or Customer Code.

“Users“ means the individuals Customer authorises to access the Services under Customer’s account.

3. The Services

3.1 Provision. Subject to these Terms and to payment of applicable fees, Pipeshift grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services for Customer’s internal business purposes.

3.2 Regions and infrastructure. The Services are delivered across multiple cloud regions and GPU infrastructure providers, and Pipeshift may process Customer Content in any location where Pipeshift or its sub-processors maintain facilities, as described in the DPA. Any data residency commitment is binding on Pipeshift only if expressly set out in an executed Order Form or master services agreement. Where Customer is subject to sector-specific localisation requirements — including those imposed by the Reserve Bank of India or comparable regulators — Customer remains responsible for determining whether its use of the Services satisfies them and for requesting any necessary residency commitment.

3.3 Changes to the Services. Pipeshift may modify, add to or discontinue features of the Services. Pipeshift will not materially degrade the core functionality of a Service that Customer is then paying for during a committed term. If Pipeshift does so, it will notify Customer, and Customer may terminate the affected Order Form on written notice given within thirty (30) days of becoming aware, and receive a refund of prepaid fees for the unused portion of that committed term.

3.4 Beta and preview features. Features identified as alpha, beta, preview or experimental are provided “as is”, without warranty or support, may be changed or withdrawn at any time, and are excluded from any service level commitment.

3.5 Service levels. Pipeshift does not publish a service level agreement. The Services are provided without any uptime or availability commitment under these Terms. Service levels are agreed individually with signed customers in a customer services agreement or other signed services agreement, and any uptime, availability or support commitment — and the remedies for failing to meet it — are as set out in that agreement.

3.6 Support. Support is provided at the level (if any) stated in the applicable Order Form.

4. Accounts and access

4.1 Account security. Customer is responsible for maintaining the confidentiality of account credentials and API keys, for all activity occurring under its account, and for ensuring its Users comply with these Terms. Customer must notify Pipeshift promptly at [email protected] on becoming aware of any unauthorised access or use.

4.2 Accuracy. Customer must provide and maintain accurate account and billing information.

4.3 Suspension. Pipeshift may suspend Customer’s or a User’s access to the Services where (a) there is a material risk to the security, integrity or availability of the Services or to other customers; (b) required by law; (c) Customer has materially breached Section 5; or (d) fees are more than thirty (30) days overdue. Except where an immediate suspension is necessary to address an active security or legal risk, Pipeshift will give Customer reasonable prior notice and an opportunity to remedy the issue, and will restore access promptly once the cause is resolved.

5. Acceptable use

5.1 Customer must not, and must not permit any User or third party to:

(a) use the Services in violation of applicable law, or to generate, distribute or facilitate unlawful content or activity;

(b) submit to the Services any personal data in a category that the Agreement or the DPA prohibits, or any data that Customer lacks the right or lawful basis to submit. Prohibited categories include protected health information subject to HIPAA (Pipeshift does not currently offer a Business Associate Agreement or a HIPAA-compliant configuration), payment card and cardholder data, financial account information subject to the Gramm-Leach-Bliley Act, government-issued national identification numbers, education records subject to FERPA, and personal data of children under 13 (or the applicable age of digital consent, where higher);

(c) use the Services to generate child sexual abuse material, content that sexualises minors, or non-consensual intimate imagery;

(d) use the Services to generate or disseminate content intended to defraud, deceive or materially mislead, including impersonation of a person or organisation without authorisation;

(e) use the Services to develop, produce or facilitate weapons, including chemical, biological, radiological or nuclear weapons, or to cause physical harm to persons or critical infrastructure;

(f) attempt to gain unauthorised access to the Services, other customers’ environments, or any underlying infrastructure, or circumvent any rate limit, quota, access control or security measure;

(g) reverse engineer, decompile or disassemble the Services, or access the Services to build a competing product or to benchmark for publication without Pipeshift’s prior written consent;

(h) resell, sublicense, time-share or otherwise make the Services available to third parties except as expressly permitted in an Order Form; or

(i) interfere with or disrupt the integrity or performance of the Services, including by transmitting malware or by imposing an unreasonable or disproportionate load on the infrastructure.

5.2 Third-party model terms. Certain models made available through the Services are licensed from third parties and carry their own licence terms and use restrictions. Customer is responsible for complying with the licence applicable to any model it selects.

5.3 Enforcement. Pipeshift may investigate suspected violations of this Section and may remove or disable access to offending content. Pipeshift has no obligation to monitor Customer Content.

6. Customer Content

6.1 Ownership. As between the parties, Customer owns and retains all right, title and interest in and to Customer Content, including all Inputs, Outputs and Customer Code, and all intellectual property rights in them. Pipeshift acquires no rights in Customer Content except the limited licence in Section 6.2.

6.2 Licence to Pipeshift. Customer grants Pipeshift a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process and display Customer Content solely to the extent necessary to provide, maintain and secure the Services for Customer, and to comply with law. This licence terminates when the Customer Content is deleted in accordance with Section 16.4, except that it continues, for so long as they are retained, in respect of any copies Pipeshift is required to retain by law.

6.3 No training on Customer Content. Pipeshift will not, and will not permit any sub-processor or other third party to, use Customer Content — whether in identifiable, pseudonymised, de-identified, anonymised, aggregated or any other form — to train, fine-tune, retrain, evaluate, benchmark or otherwise develop or improve any machine learning or artificial intelligence model, whether for Pipeshift’s own benefit or for the benefit of any third party. This commitment is not subject to an opt-out and applies to all Customer Content.

6.4 Customer responsibility. Customer is responsible for Customer Content and for its Users’ use of the Services, including for obtaining all rights, consents and lawful bases necessary for Pipeshift to process Customer Content as contemplated by the Agreement.

6.5 Nature of model outputs. Generative models are probabilistic. Outputs may be inaccurate, incomplete, offensive or unsuitable for a particular purpose, and identical or similar Inputs may produce different Outputs for different customers. Customer is responsible for evaluating Outputs for fitness before relying on them, and must not use Outputs as a sole basis for decisions with legal, medical, financial or safety consequences without appropriate human review.

7. Usage Data

Pipeshift processes Usage Data as a controller to operate, secure, support, meter and bill the Services, to investigate abuse, and to analyse and improve the performance, reliability and capacity of the Services. Pipeshift may use aggregated statistics derived from Usage Data internally, for capacity planning and product development, provided they do not identify Customer, any User, or any Customer Content. Nothing in this Section permits Pipeshift to use Customer Content contrary to Section 6.3.

8. Fees and payment

8.1 Fees. Customer will pay the fees stated in the applicable Order Form. Unless stated otherwise, fees are quoted in US dollars and invoiced monthly in arrears based on metered usage.

8.2 Payment terms. Invoiced amounts are due within thirty (30) days of the invoice date. Payments are processed by our payment processor; Customer authorises charges to the payment method on file where one is provided.

8.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Pipeshift may suspend the Services in accordance with Section 4.3(d) and recover reasonable costs of collection.

8.4 Disputes. Customer must notify Pipeshift in writing of any good-faith dispute over an invoice within thirty (30) days of the invoice date. The parties will work in good faith to resolve the dispute; undisputed amounts remain payable.

8.5 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT, GST and withholding taxes, excluding taxes on Pipeshift’s net income.

8.6 Non-refundable. Except as expressly stated in these Terms, fees are non-cancellable and non-refundable once incurred.

9. Confidentiality

9.1 Definition. “Confidential Information“ means non-public information disclosed by one party to the other that is designated as confidential or would reasonably be understood to be confidential in the circumstances. Customer Content is Customer’s Confidential Information. The non-public elements of the Services and Documentation are Pipeshift’s Confidential Information.

9.2 Obligations. The receiving party will use the disclosing party’s Confidential Information only to perform under the Agreement, will protect it with at least reasonable care, and will not disclose it except to its personnel, affiliates and advisers who need to know and are bound by confidentiality obligations no less protective.

9.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

9.4 Compelled disclosure. The receiving party may disclose Confidential Information where required by law, provided it gives prompt notice (where legally permitted) and reasonable cooperation to allow the disclosing party to seek protective treatment.

10. Intellectual property

10.1 Pipeshift IP. Subject to Section 6.1, Pipeshift and its licensors retain all right, title and interest in and to the Services, the Documentation, and all software, models, infrastructure, know-how and intellectual property underlying them, including all improvements and derivative works. Nothing in this Section grants Pipeshift any right in Customer Content, including model weights and datasets owned by Customer. No rights are granted except as expressly stated in these Terms.

10.2 Feedback. If Customer provides suggestions or feedback about the Services, Customer grants Pipeshift a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation. Such feedback will not include Customer Confidential Information.

10.3 Publicity. Customer grants Pipeshift the right to identify Customer as a customer and to use Customer’s name and logo on Pipeshift’s website, in customer lists and in sales materials, in each case in accordance with any trademark usage guidelines Customer provides. Customer may withdraw this right at any time by written notice to Pipeshift, and Pipeshift will cease the relevant use within thirty (30) days of that notice. Any other use of Customer’s marks, including in a press release or case study, requires Customer’s prior written consent.

11. Privacy and data protection

11.1 DPA. The DPA applies to Pipeshift’s processing of personal data on Customer’s behalf in providing the Services and is incorporated into these Terms by reference. It is published at https://pipeshift.com/dpa, and Customer accepts it by accepting these Terms; no separate signature is required. The DPA governs in the event of a conflict with these Terms in respect of the processing of personal data. Customers who require a countersigned copy, or customer-specific terms recorded in a schedule to it, may request one.

11.2 Roles. Customer is the controller (or, where applicable, processor) of personal data contained in Customer Content, and Pipeshift is the processor (or sub-processor). Pipeshift is a controller in respect of Usage Data and account administration data, as described in the Privacy Policy.

11.3 Privacy Policy. Our processing of personal data for which we act as a controller is described in the Pipeshift Privacy Policy.

11.4 Security. Pipeshift will maintain technical and organisational measures designed to protect Customer Content as described in the DPA. Customer is responsible for configuring its own use of the Services securely, including access management for its Users.

12. Third-party elements

The Services may interoperate with, or make available, third-party models, software, infrastructure and services. Pipeshift does not control and is not responsible for third-party elements, and their use may be subject to separate terms. Pipeshift’s engagement of infrastructure providers and other sub-processors is described in the Privacy Policy and governed by the DPA. Pipeshift does not maintain a separate sub-processor page; the current list of sub-processors and the locations in which they process data is published in Section 8 of the Privacy Policy, and Pipeshift gives notice of changes to that list as described there.

13. Warranties and disclaimers

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

13.2 Pipeshift warranty. Pipeshift warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

13.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES AND COMMITMENTS IN THIS SECTION 13 AND IN SECTIONS 3.3, 6.3 AND 11.4, THE SERVICES, DOCUMENTATION AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND PIPESHIFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PIPESHIFT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT OUTPUTS WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY PURPOSE.

14. Indemnification

14.1 By Customer. Customer will defend Pipeshift and its officers, directors and employees against any third-party claim arising out of (a) Customer Content, including a claim that Customer Content infringes or misappropriates a third party’s intellectual property rights or violates privacy or publicity rights; (b) Customer’s or a User’s breach of Section 5; or (c) Customer’s violation of applicable law, and will indemnify them against damages, costs and reasonable legal fees finally awarded or agreed in settlement.

14.2 By Pipeshift. Pipeshift will defend Customer and its officers, directors and employees against any third-party claim alleging that the Services, as provided by Pipeshift and used in accordance with the Agreement, infringe that third party’s patent, copyright, trademark or trade secret rights, and will indemnify Customer against damages, costs and reasonable legal fees finally awarded or agreed in settlement.

14.3 Exclusions. Pipeshift has no obligation under Section 14.2 to the extent a claim arises from (a) Customer Content or Customer Code; (b) a third-party model that Customer selects, or that model’s licence terms or training data; (c) Outputs, other than to the extent the claim arises from Pipeshift’s own infringing technology; (d) modification of the Services by anyone other than Pipeshift; (e) combination of the Services with items not supplied by Pipeshift where the claim would not have arisen but for the combination; or (f) use of the Services in breach of the Agreement.

14.4 Remedies. If the Services become, or Pipeshift believes they may become, the subject of a claim under Section 14.2, Pipeshift may at its option procure the right for Customer to continue using the Services, replace or modify them to be non-infringing, or terminate the affected Services on notice and refund any prepaid unused fees.

14.5 Procedure. The indemnified party must promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defence and settlement (provided no settlement imposing liability or admission on the indemnified party is made without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

14.6 Sole remedy. Sections 14.1 to 14.5 state each party’s entire liability and the other party’s exclusive remedy for third-party intellectual property claims.

15. Limitation of liability

15.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PIPESHIFT UNDER THE AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (B) ONE HUNDRED US DOLLARS (US$100).

15.3 Exclusions from the cap. Section 15.2 does not apply to (a) Customer’s payment obligations under Section 8; (b) either party’s indemnification obligations under Section 14; (c) a party’s breach of its confidentiality obligations under Section 9; (d) Pipeshift’s breach of Section 6.3 (No training on Customer Content); or (e) a party’s gross negligence, wilful misconduct or fraud.

15.4 Basis of the bargain. The parties agree that the limitations in this Section are an essential basis of the bargain and apply notwithstanding the failure of the essential purpose of any limited remedy.

16. Term and termination

16.1 Term. These Terms commence on the date of acceptance and continue until the Agreement is terminated in accordance with this Section 16 (the “Term“). Expiry of the last Order Form then in effect, without renewal or replacement, terminates the Agreement unless the parties agree otherwise. Where an Order Form states a committed term, the Agreement continues for at least that committed term unless terminated in accordance with the Agreement.

16.2 Termination for convenience. Where no Order Form with a committed term is in effect, either party may terminate on thirty (30) days’ written notice.

16.3 Termination for cause. Either party may terminate the Agreement on written notice if the other party materially breaches it and fails to cure within thirty (30) days of written notice, or immediately if the other party becomes insolvent or subject to bankruptcy or analogous proceedings.

16.4 Effect of termination. On termination, Customer’s right to access the Services ceases and Customer must pay all amounts accrued. For thirty (30) days following expiry or termination, Customer may request a copy of its Customer Content. At the end of that period Pipeshift will delete all copies of Customer Content — including model weights and datasets, whether or not it constitutes personal data, and including copies held in backups — other than account and billing records and copies Pipeshift is required to retain by law. For clarity, Usage Data is not Customer Content and is retained as described in Section 7. Where Customer requests deletion of Customer Content during the Term, Pipeshift will complete that deletion, including removal from backups, within thirty (30) days of the request. Deletion of personal data contained in Customer Content is additionally governed by the DPA, which controls in the event of a conflict.

16.5 Survival. Sections 1.3, 2, 6.1, 6.2 (to the extent necessary for Section 16.4), 6.3, 6.4, 7, 8, 9, 10, 11, 13.3, 14, 15, 16.4, 16.5, 18 and 20 survive termination. The DPA survives in accordance with its own terms until deletion of all personal data processed under it.

17. Export control and sanctions

Customer represents that it is not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive economic sanctions, and that it is not identified on any restricted-party list maintained by the United States, the United Kingdom, the European Union or the United Nations. Customer will not export, re-export or make the Services available in violation of applicable export control or sanctions laws, and will not use the Services for any prohibited end use.

18. Governing law and dispute resolution

18.1 Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. This Section does not displace the governing law or forum stated in the DPA or in the standard contractual clauses it incorporates, which govern their own subject matter.

18.2 Jurisdiction. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue in those courts.

18.3 Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve the dispute through discussion between representatives with authority to settle, for a period of thirty (30) days after written notice of the dispute.

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

19. Changes to these Terms

Pipeshift may update these Terms from time to time. If a change is material, Pipeshift will give notice by email to the account’s administrative contact or by a notice on the Services at least thirty (30) days before it takes effect. Where Customer has an Order Form with a committed term in effect, a material change does not apply to Customer until the expiry of that committed term. Continued use of the Services after a change applies to Customer constitutes acceptance. If Customer objects to a material change, Customer may terminate the Agreement on written notice given before the change takes effect or, for a committed term, before the expiry of that committed term, in each case without further liability other than for amounts already accrued. The DPA may be updated only in accordance with its own terms, which provide for at least fourteen (14) days’ prior notice by email and that no update will materially reduce the protections it affords. Material changes to the Privacy Policy are notified as described in it.

20. General

20.1 Entire agreement. The Agreement, as constituted under Section 1.3, is the entire agreement between the parties on its subject matter and supersedes all prior proposals and communications on that subject matter, other than any signed services agreement forming part of the Agreement. Any terms in a Customer purchase order or vendor portal are void and of no effect.

20.2 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except that either party may assign it in its entirety to a successor in connection with a merger, acquisition or sale of substantially all assets, on notice to the other party.

20.3 Subcontracting. Pipeshift may engage sub-processors and subcontractors to provide the Services, and remains responsible for their performance. Sub-processing of personal data is governed by the DPA.

20.4 Force majeure. Neither party is liable for a failure or delay in performance (other than a payment obligation) caused by an event beyond its reasonable control.

20.5 Notices. Notices to Pipeshift must be sent to [email protected], except that security notices under Section 4.1 must be sent to [email protected]. Notices to Customer will be sent to the administrative contact on the account. Either party may change its notice address on written notice to the other.

20.6 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

20.7 No third-party beneficiaries. The Agreement does not confer rights on any third party, except that the persons indemnified under Section 14 may enforce that Section.

20.8 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in force.

20.9 Government users. The Services are “commercial computer software” under applicable US federal acquisition regulations, and any use, duplication or disclosure by the US Government is subject to these Terms.

Infercloud, Inc. (d/b/a Pipeshift) Contact: [email protected] · Security: [email protected]