Supplier Agreement

1. Parties, Scope and Acceptance

This Supplier Agreement (the "Agreement") is between EverXCloud Inc., a Delaware corporation, registered office 8 The Green, Suite #19720, Dover, DE 19901, United States ("EverXCloud", "we" or "us"), and the business entity identified in the supplier profile completed in the Portal (the "Provider" or "you"). It governs the supply of GPU computing capacity by the Provider to EverXCloud.

You accept this Agreement by clicking the acceptance button in the supplier area of the Portal, or by signing an order form that refers to it. The person accepting warrants that they are authorised to bind the Provider. EverXCloud records the version, date, time and user of each acceptance. No Machine may be listed, and no payout made, until the current version has been accepted.

This Agreement is a business-to-business contract. An account registered as an Individual Customer can only buy Services and can never sell capacity.

In case of conflict, a supplemental agreement signed by both parties prevails over this Agreement, which prevails over Portal documentation. EverXCloud's terms with its Customers create no right or obligation between the Provider and any Customer.

2. Definitions

Capitalised terms not defined here have the meaning given in the Terms of Service, available at everxcloud.ai/legal/terms.

• "Agent" means the EverXCloud host software, including installers, container images, updates and documentation, that the Provider installs on its Machines.
• "Business Day" means a weekday that is not a public holiday in Delaware.
• "Customer" means any person that buys Services from EverXCloud.
• "Customer Data" means all data, software, images, models, files and credentials that a Customer loads, generates or processes on a Machine, wherever held, including in GPU memory, system memory, disks and logs.
• "Earnings" means the amounts credited to the Provider's ledger in the Portal under Section 11.
• "Machine" means a server, with its GPUs, storage and network connection, enrolled by the Provider in the Portal with the Agent.
• "Net Price" means the hourly price, exclusive of taxes, that the Provider sets for a Machine in the Portal or that results from a market mechanism within the limits the Provider has set.
• "Provider Failure" means any interruption, loss or degradation of a rented Instance caused by the Provider, its Machine, premises, power, network, personnel or subcontractors, including the stopping of a container without a Customer request and the loss of contact with a Machine.
• "Platform Incident" means an interruption caused by EverXCloud's own systems, as shown by its monitoring records, including simultaneous failures at two or more distinct providers within a few minutes.
• "Statement" means the periodic statement issued under Section 12.

3. Appointment and Nature of the Relationship

The Provider makes GPU capacity available to EverXCloud. EverXCloud buys that capacity and resells it in its own name and for its own account. EverXCloud is the sole seller to Customers and the merchant of record for every rental: it alone sets Customer prices, contracts with and invoices Customers, collects payment, provides support and decides on refunds, credits and disputes.

The Provider has no contractual relationship with any Customer. The Services are sold under the EverXCloud brand only. EverXCloud does not disclose the Provider's identity to Customers, or Customers' identity to the Provider, except as required by law or permitted by Section 9.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship, and the Provider may not bind EverXCloud or describe itself as its partner, agent or reseller. This Agreement is non-exclusive and EverXCloud does not commit to any volume of rentals or Earnings.

EverXCloud may itself contract GPU capacity from data centers, with its own funds, and make it available through the Services ("EverXCloud Capacity"). EverXCloud commits to compete fairly with Providers within the Services and not to engage in unfair competition. In particular, EverXCloud: (a) applies the same matching, ranking and order rules to EverXCloud Capacity as to Provider capacity; (b) does not use any Provider's non-public data, including Net Prices or reserve prices, capacity, utilisation or performance data, to set the prices or availability of EverXCloud Capacity; (c) gives EverXCloud Capacity no preferential display, ranking or access to Customers; and (d) does not place orders it does not intend to execute, or orders designed to influence prices. A Provider that believes these commitments have been breached may write to [email protected]; EverXCloud will investigate and answer in writing within thirty (30) days.

4. Eligibility, Verification, Sanctions and Compliance

To become and remain a Provider, you must be a legally constituted business in good standing, operate the Machines in a data center or professional server room, hold a verified Business Customer account and complete EverXCloud's know-your-business verification ("KYB"). KYB includes your legal name, registration number, address, tax or VAT number, legal representative, company registry extract, identity documents of the representative, the beneficial owners holding directly or indirectly twenty-five percent (25%) or more of the equity or voting rights or otherwise exercising control, and proof of ownership of the payout account. EverXCloud may request further documents at any time and may refuse an application at its discretion. Selling is enabled only after verification. You must report any change in this information or in control within ten (10) Business Days.

You represent and warrant, on acceptance and continuously, that neither you nor any of your directors, officers, beneficial owners or relevant personnel, nor any Machine location: (a) is on a sanctions or restricted-party list of the United States, the United Nations, the European Union, the United Kingdom or another applicable authority; (b) is owned fifty percent (50%) or more, or controlled, by such a person; or (c) is located, organised or resident in a comprehensively sanctioned country or territory. You must notify EverXCloud immediately if this ceases to be true. EverXCloud screens Providers at onboarding and periodically.

You must comply with all laws applicable to your business and Machines, including export control laws such as the United States Export Administration Regulations, and must not transfer any Machine, or access to it, to a prohibited destination, end user or end use. EverXCloud screens Customers; you must report any indication of a prohibited use or of a breach of the Acceptable Use Policy, available at everxcloud.ai/legal/aup, without accessing Customer Data in breach of Section 8.

5. Supply of Capacity

Listing. You may declare capacity (GPU model, quantity, region, availability) and enrol Machines. Both are published only after EverXCloud's validation, and EverXCloud may refuse, limit or remove any listing. Each Machine must match its declared specifications (including GPU model and count, memory, storage, bandwidth and location) and be in good working order.

Pricing. You set the Net Price of each Machine in the currency selected for it. EverXCloud sets its resale prices independently and adds its own margin, commission, fees and taxes, which are never deducted from the Net Price unless a supplemental agreement so provides. You have no claim over the difference between the Net Price and the Customer price. A change of Net Price applies only to sales concluded after it takes effect, never to running Instances, accepted Reservations or sold Spot Order hours.

Orders. A listed Machine is a standing offer to EverXCloud at the Net Price, and a binding commitment arises when EverXCloud allocates the Machine to an Instance, a matched Spot Order or a Reservation. You must then deliver the capacity without delay and keep it available until the rental is ended by the Customer or EverXCloud.

Reservations. You must honour every Reservation accepted against your Machines or declared capacity, including the delivery lead, buffer and grace times published in the Portal. Failure to do so is a Provider Failure.

No preemption by the Provider. You must not stop, pause, reclaim, migrate or reallocate a rented Instance or its Machine. Only the Customer or EverXCloud may end a rental; EverXCloud may preempt or move Instances under its Customer terms, which is not a Provider Failure.

6. Verification, Reliability, Maintenance and Withdrawal

Verification. Each Machine is enrolled with a single-use, time-limited token. EverXCloud may verify Machines at any time by probes, benchmarks, Agent reports, test rentals or documents. A Machine that misreports its hardware, reports simulated hardware or fails verification is quarantined; only EverXCloud lifts a quarantine. A Machine that repeatedly fails to deliver sold capacity may also be quarantined.

Reliability. EverXCloud computes a reliability score over a rolling thirty (30) days: one minus the share of rented minutes lost through Provider Failures, excluding Customer stops and Platform Incidents. If it falls below the threshold published in the Portal (currently ninety-five percent (95%)), EverXCloud may automatically suspend your listings. An anonymised reliability indicator may be shown on offers.

Service levels. For rented Machines you must provide availability and performance at least equal to the commitments EverXCloud grants Customers under the Service Level Agreement, available at everxcloud.ai/legal/sla, with redundant power, cooling, physical security and sufficient connectivity, and must respond to an incident reported by EverXCloud within four (4) hours.

Maintenance. Planned maintenance must take place while the Machine is neither rented nor reserved. Otherwise you must give at least seventy-two (72) hours' notice through the Portal and obtain EverXCloud's agreement. Emergency maintenance for security or safety may be performed without notice, but you must inform EverXCloud within one (1) hour.

Withdrawal. You may withdraw a Machine from sale at any time while it is not rented, and unsold declared capacity at any time. A Machine cannot be withdrawn during a rental, and withdrawal does not release you from Reservations already accepted. A permanent withdrawal of all or a substantial part of your capacity requires thirty (30) days' notice.

Substitution. If you fail to deliver allocated capacity, EverXCloud may move the workload to other capacity and recover the reasonable incremental cost for the remaining duration under Section 14.

Abuse. EverXCloud alone decides on action against a Customer, including on abuse reported by the Agent. You may act against an Instance only where strictly necessary to prevent imminent harm, and must then notify EverXCloud immediately.

7. Lost Minutes and Penalties

No Earnings accrue for time during which an Instance was unavailable through a Provider Failure. When an Instance is lost, stopped or terminated at the Machine level without a Customer request, minutes billed from the last moment the Machine could have operated normally, as shown by the Agent heartbeat records (currently three (3) minutes before detection), are treated as lost and any Earnings for them are reversed.

Where penalties apply to you, as notified through the Portal or set out in a supplemental agreement, and only for Provider Failures occurring after the notified date, each Provider Failure that ends a rental gives rise to a penalty equal to the amount paid by the Customer for that rental, capped at the price of twenty-four (24) hours of that rental or another cap published in the Portal. EverXCloud credits that amount to the Customer and debits it from your ledger. The parties agree this is a reasonable pre-estimate of EverXCloud's loss.

No reversal or penalty applies to interruptions caused by a Platform Incident, the Customer, EverXCloud's instructions or a force majeure event notified under Section 26. Agent records and EverXCloud's monitoring and billing records are the reference for all measurements, absent manifest error shown by you.

8. Security

You must maintain security measures meeting recognised industry standards, including restricted and logged physical access, strong administrative authentication, prompt patching, network segmentation and retention of security logs for at least ninety (90) days.

Isolation. You must run each Machine with the isolation configuration required by the Agent documentation, including user namespace remapping, the outbound network filtering installed by the Agent and the encrypted Instance workspace, and must not disable or weaken these controls. No other workload may share a GPU allocated to an Instance.

No access to Customer workloads. You and your personnel must not access, inspect, copy, monitor, modify or intercept any Customer Data or Instance, whether through the host system, container runtime, GPU memory, storage media or network traffic, except as strictly necessary for maintenance requested by EverXCloud.

Wiping. At the end of each rental, all Customer Data must be irreversibly erased before the Machine is offered again. The Agent destroys the Instance container and performs cryptographic erasure of the encrypted workspace by discarding its key, or overwrites the workspace where encryption is unavailable. You must not interfere with these operations and must also ensure that GPU memory and any other storage used by the Instance is cleared or reset. Storage devices that held Customer Data must be sanitised under recognised standards before repair or disposal.

You must not move a Machine to another site without thirty (30) days' notice and EverXCloud's written consent.

Incidents. You must notify EverXCloud at [email protected] and through the Portal without undue delay, and in any case within twenty-four (24) hours, after becoming aware of any actual or suspected unauthorised access to or loss of Customer Data, compromise of a Machine or Agent credential, or other security incident affecting the Services, describing its nature, scope, likely consequences and the measures taken. You must cooperate, preserve evidence and must not notify Customers or the public without EverXCloud's consent unless required by law.

9. Data Protection and Sub-processing

Roles. For personal data in Customer Data that EverXCloud processes on behalf of Business Customers, EverXCloud is a processor and the Provider is its sub-processor; for other personal data in Customer Data, the Provider is EverXCloud's processor. This Section is the contract required between a processor and its sub-processor under Article 28 of the EU General Data Protection Regulation and the UK GDPR, and a service provider agreement under United States state privacy laws. It imposes obligations no less protective than EverXCloud's Data Processing Addendum, available at everxcloud.ai/legal/dpa.

Processing. The processing consists of hosting and computing on Customer Data during each rental and until erasure; data subjects and categories of data are those Customers choose to load.

The Provider must:

• process personal data only on EverXCloud's documented instructions, consisting of this Agreement and commands issued through the Agent, including as to international transfers, unless the law requires otherwise, in which case it must inform EverXCloud first where lawful;
• ensure that persons with access to Machines are bound by confidentiality;
• implement the measures in Section 8;
• engage no subcontractor with access to Machines or Customer Data without EverXCloud's prior written authorisation, impose the same obligations on it in writing and remain fully liable for it;
• assist EverXCloud with data subject requests, security, breach notification, impact assessments and consultation of authorities;
• erase all Customer Data at the end of each rental and on termination, and certify erasure on request;
• make available the information needed to demonstrate compliance and allow audits under Section 22;
• inform EverXCloud immediately if an instruction appears to infringe data protection law; and
• not sell, share, retain, use or disclose personal data for any purpose other than performing this Agreement.

Transfers. Where a transfer of personal data from the European Economic Area, Switzerland or the United Kingdom to or by the Provider is not covered by an adequacy decision, the European Commission's standard contractual clauses (Module Three, processor to processor), with the UK International Data Transfer Addendum where applicable, are incorporated by reference, with EverXCloud as exporter, the Provider as importer, prior specific authorisation for sub-processors and Section 8 as the technical and organisational measures.

Disclosure. EverXCloud may disclose the Provider's identity, country and site to a Business Customer, authority or auditor under confidentiality where data protection law requires.

Provider data. EverXCloud processes the personal data of your representatives as an independent controller under its Privacy Policy, available at everxcloud.ai/legal/privacy, and keeps verification documents for up to five (5) years after the relationship ends, or longer where the law requires.

10. The Agent Software

Licence. EverXCloud grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence, for the term of this Agreement, to install and run the Agent in object code on enrolled Machines solely to supply capacity to EverXCloud. The Agent is licensed, not sold.

Restrictions. Except as applicable law expressly permits despite this restriction, you must not copy the Agent beyond installation needs, modify it, reverse engineer, decompile or disassemble it, circumvent its signature checks, enrolment, telemetry, network filtering or isolation, run it on a non-enrolled machine, use it for anyone other than EverXCloud, or distribute it. Machine tokens and credentials are confidential and machine-specific; you must report any compromise immediately, and EverXCloud may revoke or rotate them at any time.

Updates. EverXCloud may release updates and set a minimum supported version. You consent to automatic updates where the Agent supports them. Where an update requires your action, you must install it within seven (7) days of notice, or forty-eight (48) hours for a security update, at a time when the Machine is not rented if the update so requires, using only signed releases published by EverXCloud. A Machine running an unsupported version may receive no rentals or be disabled.

Telemetry. The Agent sends EverXCloud operational data (hardware, utilisation, Instance status, network data, abuse indicators, versions, logs and IP addresses) used to provision and bill rentals, measure reliability and secure the Services. It is designed not to transmit the content of Customer Data.

Open-source components. The Agent includes open-source components licensed under their own licences, identified in the notices supplied with it. Nothing in this Agreement restricts rights granted by those licences.

The Agent is provided "as is".

Direct access. Where offered, you may enable direct network access to Instances only after accepting the direct access conditions published in the Portal. You must keep the declared port range reachable and must not inspect or interfere with that traffic. EverXCloud may disable direct access at any time.

11. Earnings

For each rental delivered on your Machines you earn the applicable Net Price pro rata to the time actually billed to the Customer, using the billing unit and rounding EverXCloud applies to that Customer. No Earnings accrue for time not billed, for lost time under Section 7 or for rentals refunded because of a Provider Failure. Earnings are credited after a short verification delay set by EverXCloud.

Earnings are recorded in the currency of the Machine's Net Price (United States dollars, euros or pounds sterling, as offered). Each currency is accounted for separately, without conversion.

12. Statements

EverXCloud issues a Statement for each period (weekly or monthly, as selected in your profile, computed in Coordinated Universal Time) and each currency. It shows the opening balance, Earnings, reversals, penalties, adjustments, advances paid, applicable taxes and the amount due, rounded down to the smallest currency unit. Statements close automatically shortly after the period ends. A negative balance is carried forward and may be recovered under Section 14.

You must raise any objection within thirty (30) days after a Statement is issued, failing which it is deemed accepted except for fraud or manifest error. Corrections are made by adjustment in a later Statement.

13. Payouts and Advances

Methods. EverXCloud pays by transfer to your Stripe Connect account, subject to Stripe's connected account terms, or by bank transfer to the account verified in the Portal.

Timing. EverXCloud initiates payment of the amount due under a closed Statement within ten (10) Business Days after closing, provided that: your verification is complete; your profile is not suspended; a valid tax form is on file; no waiting period under the next paragraph is running; no legal hold, sanctions, fraud or authority review applies; and any invoice required under Section 15 has been received and matches the Statement. Amounts withheld because a condition is not met remain due, without interest, and are paid in the first cycle after it is met.

Change of payout details. Changing the payout account or payout contact email requires recent multi-factor authentication. EverXCloud informs the previous contact, and no payout or advance is sent during seventy-two (72) hours after the change, or another period published in the Portal. A payout to details registered through your authenticated account discharges EverXCloud. A failed payout is re-issued under the same Statement once the cause is corrected.

Advances. EverXCloud may, at its discretion, offer Stripe Connect Providers same-day advances or on-demand withdrawals of Earnings not yet in a closed Statement, subject to the same conditions and to these rules: at most one advance per day and currency, calculated at the cut-off time published in the Portal; Earnings from a Customer whose account is less than seven (7) days old (or another period published in the Portal), is frozen, has a recent contestable card top-up or cannot be identified are excluded and paid with the Statement; a rolling reserve published in the Portal (currently ten percent (10%)) is withheld; the published minimum amount applies; and advances are deducted from the Statement payout without changing the invoice or tax treatment. Any excess advanced is recoverable under Section 14. These features may be withdrawn at any time.

14. Set-off, Reserves and Clawback

EverXCloud may set off against any amount payable to you any amount you owe under this Agreement, including service credits, refunds and credits granted to Customers because of a Provider Failure or your breach; penalties under Section 7; chargebacks, dispute fees and network fines attributable to a Provider Failure, inaccurate specifications or your breach; substitute capacity costs under Section 6; overpayments; and amounts due under Section 19. Deductions for refunds, credits and chargebacks apply only where the cause is attributable to you, your Machines, premises or personnel; EverXCloud will provide supporting information on request and you may dispute the attribution under Section 12.

Where EverXCloud reasonably identifies an elevated risk of refunds, chargebacks, fraud, sanctions exposure or insolvency, or after notice of termination, it may hold a reserve not exceeding the amounts it reasonably expects to become recoverable, for up to one hundred and twenty (120) days after the last rental concerned.

Any amount paid to you that proves not to have been due, including because a Customer payment is reversed for a cause attributable to you or because of a Statement error, must be repaid, by set-off or, if insufficient, within thirty (30) days of invoice.

15. Taxes, Tax Forms and Invoicing

Net Prices exclude taxes. You are solely responsible for all taxes on your income and on your supplies to EverXCloud, and for related registrations. Where EverXCloud must account for tax under a reverse charge, you will not charge it; where you properly charge value added tax, it is shown on the Statement and paid in addition.

Tax forms. Before the first payout you must complete in the Portal the applicable United States tax form or an equivalent substitute form: Form W-9 for a United States person, or Form W-8BEN-E (or other applicable Form W-8) for a foreign person, stating where your Machines are located. You must keep it current and renew any Form W-8 before it expires.

Withholding and reporting. EverXCloud may withhold any tax it is required by law to withhold, including backup withholding where no valid taxpayer identification number has been provided; amounts withheld are treated as paid to you. EverXCloud or its payment provider may report payments to tax authorities where the law requires, including on Forms 1099 or 1042-S or under equivalent foreign reporting rules.

Self-billing. Unless you have chosen in the Portal to issue your own invoices, you appoint EverXCloud to issue, in your name and on your behalf, a sequentially numbered self-billing invoice for each closed Statement. You agree to accept those invoices, not to issue your own invoices for the same supplies, to notify EverXCloud within five (5) Business Days of any change in your tax registration, tax number or legal name, and to remain responsible for your tax reporting. Either party may end self-billing on thirty (30) days' notice.

Provider invoices. If you issue your own invoices, you must upload for each closed Statement a valid invoice addressed to EverXCloud Inc., a Delaware corporation matching the amount due. EverXCloud may accept a difference of no more than ten percent (10%) of the amount due and carry it forward as an adjustment; otherwise you must issue a credit note and a corrected invoice.

You indemnify EverXCloud against any tax, interest and penalty resulting from your breach of this Section or inaccurate tax information.

16. Non-Circumvention

Customer identities and EverXCloud's Customer prices are EverXCloud's trade secrets. During this Agreement and for twelve (12) months after its termination, you must not, directly or through an affiliate or intermediary: (a) solicit, or accept a solicitation from, any Customer you identified or could identify through this Agreement, for GPU capacity or related services outside the Services; (b) attempt to identify Customers from Instances, traffic, telemetry or other data; or (c) induce a Customer to reduce its use of the Services. Untargeted advertising and pre-existing documented relationships are permitted.

For any breach of this Section, without prejudice to other remedies, you must pay EverXCloud the gross revenue you received from the Customer concerned during the twelve (12) months following the breach, which the parties agree is a reasonable estimate of a loss that is difficult to calculate.

17. Confidentiality and Intellectual Property

"Confidential Information" means non-public information disclosed or accessed under this Agreement that is marked confidential or that a reasonable person would consider confidential, including Customer Data, the information in Section 16, the Agent, credentials, pricing and Statements. It excludes information that is or becomes public without fault of the recipient, was lawfully known to it without restriction, is independently developed or is lawfully received from a third party without restriction. The recipient must use it only to perform this Agreement, protect it with at least reasonable care and disclose it only to personnel and advisers who need to know it and are bound by equivalent obligations, or as required by law after prompt notice where lawful. These obligations last five (5) years after termination, and indefinitely for Customer Data and trade secrets. Nothing prevents an individual from reporting possible violations of law to a government authority, including under the immunity of 18 U.S.C. § 1833(b) for confidential disclosures of trade secrets to an official or attorney to report a suspected violation of law, or in a sealed court filing.

EverXCloud and its licensors own the Services, Portal, Agent, EverXCloud brands and the telemetry, reliability and market data EverXCloud compiles. You keep ownership of your Machines and pre-existing intellectual property, and grant EverXCloud a non-exclusive, worldwide, royalty-free licence to use your Machine and capacity descriptions, in anonymised form, to market and sell the Services. Customers own their Customer Data. EverXCloud may use any feedback freely. Neither party may use the other's name or marks, or publicise this relationship, without prior written consent, subject to Section 9.

18. Warranties

The Provider represents, warrants and undertakes that: it is duly organised, in good standing and authorised to enter into this Agreement; it owns or has the lawful right to use and supply each Machine and the premises, power and network used for it, free of any lien, lease restriction or third-party right that could prevent or interrupt supply; each Machine is genuine, lawfully acquired and matches its declared specifications and location; its power and network supply are lawfully obtained and its operations comply with applicable laws, permits and contracts, including with its data center operator, landlord and network and energy suppliers; and all information it provides, including KYB information and tax forms, is complete and accurate.

EverXCloud represents and warrants that it is duly organised under the laws of the State of Delaware and authorised to enter into this Agreement.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. EVERXCLOUD DOES NOT WARRANT ANY LEVEL OF DEMAND, RENTALS OR EARNINGS, OR THAT THE PORTAL, THE AGENT OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

19. Indemnification

The Provider must defend, indemnify and hold harmless EverXCloud, its affiliates and their officers, directors, employees and agents against all claims, fines, losses, damages, costs and expenses, including reasonable attorneys' fees, arising from:

• a claim by a Customer or other third party resulting from a failure, defect, fire, electrical or other incident of a Machine, your premises, power or network, or the acts or omissions of your personnel or subcontractors;
• unauthorised access to, or loss or disclosure of, Customer Data or personal data originating from your environment, personnel or subcontractors, or a breach of Section 8 or 9;
• a breach of Section 4, including sanctions and export control violations attributable to you, your Machines or your owners;
• taxes for which you are responsible under Section 15;
• a claim that you lacked the right to supply a Machine or that its operation infringes a third party's rights; or
• your gross negligence, wilful misconduct or violation of law.

EverXCloud must defend, indemnify and hold harmless the Provider against third-party claims that the Agent, used in accordance with this Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret, except to the extent caused by an unauthorised modification, combination or use. EverXCloud may then modify or replace the Agent or terminate the licence.

The indemnified party must promptly notify the claim, give the indemnifying party control of the defence and cooperate reasonably; no settlement may impose an obligation on it without its consent.

20. Limitation of Liability

EXCEPT FOR THE EXCLUDED MATTERS, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OR GOODWILL, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

EXCEPT FOR THE EXCLUDED MATTERS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS PAID AND PAYABLE BY EVERXCLOUD TO THE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

THE "EXCLUDED MATTERS" ARE: (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 19; (B) BREACH OF SECTION 8 (SECURITY), 9 (DATA PROTECTION), 16 (NON-CIRCUMVENTION) OR THE CONFIDENTIALITY PROVISIONS OF SECTION 17; (C) BREACH OF THE SANCTIONS AND EXPORT CONTROL PROVISIONS OF SECTION 4; (D) INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, INCLUDING BREACH OF SECTION 10; (E) GROSS NEGLIGENCE, FRAUD OR WILFUL MISCONDUCT; (F) THE PROVIDER'S PAYMENT AND REPAYMENT OBLIGATIONS UNDER SECTIONS 7, 14 AND 15 AND EVERXCLOUD'S OBLIGATION TO PAY UNDISPUTED AMOUNTS DUE UNDER CLOSED STATEMENTS; AND (G) LIABILITY THAT CANNOT BE LIMITED BY LAW. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. Insurance

During this Agreement, the Provider must maintain, with reputable insurers, insurance in commercially reasonable amounts for its operations, including commercial general liability, property insurance covering the Machines and premises, and cyber liability and privacy insurance covering data breaches and network security failures, preferably including the loss of third-party data hosted on the Machines. On request, the Provider must provide certificates of insurance and, where its insurers allow, name EverXCloud as additional insured on its general liability and cyber policies. Insurance limits do not limit the Provider's liability.

22. Audit and Records

The Provider must keep accurate records of its performance, including access, maintenance, incident and media sanitisation records and records of compliance with Sections 4, 8 and 9, for at least three (3) years. EverXCloud, or an independent auditor bound by confidentiality, may audit compliance (a) once per calendar year by documentary review on fifteen (15) days' notice, and (b) at any time, including by on-site inspection on reasonable notice, after a security incident, on reasonable suspicion of breach, or where a Customer, authority or law requires it. A current ISO/IEC 27001 certificate or SOC 2 Type II report may satisfy a documentary audit. Each party bears its own costs, except that the Provider bears the reasonable cost of an audit revealing a material breach, and must remedy any non-compliance without delay.

23. Term, Suspension and Termination

This Agreement takes effect on acceptance and continues until terminated. Either party may terminate it for convenience on thirty (30) days' written notice, and for material breach not cured within fifteen (15) days of notice. Either party may terminate immediately if the other becomes insolvent or subject to bankruptcy or similar proceedings not dismissed within sixty (60) days. EverXCloud may terminate immediately if you breach Section 4, 8, 9 or 16, provided false information, repeatedly fall below the reliability threshold, or if continuation would expose EverXCloud to legal, regulatory or reputational harm.

EverXCloud may suspend your listings, Machines, advances or payouts without liability where verification is pending, the reliability threshold is not met, a security, fraud or sanctions concern is under review, a required document is missing, you are in breach, or an authority or payment provider so requires. EverXCloud will lift a suspension once its cause is remedied. Properly earned amounts remain due subject to Sections 13 and 14.

24. Effect of Termination

Unless EverXCloud instructs otherwise, you must continue to supply running Instances, and honour Reservations accepted before termination, until they end or are moved. In case of termination for breach of Section 4, 8 or 9, EverXCloud may require immediate cessation and preservation of evidence.

EverXCloud issues a final Statement after the last rental ends and pays amounts due under Sections 13 to 15, subject to any reserve. Amounts you owe become immediately payable. You must erase all Customer Data, uninstall the Agent, delete credentials, return or destroy Confidential Information and certify completion within fifteen (15) days of request.

Sections 3, 7, 8 (for Customer Data still held), 9, 11 to 17, 19 to 22, 24, 25 and 26, and any provision that by its nature should survive, survive termination.

25. Changes, Governing Law and Disputes

Changes. EverXCloud may amend this Agreement by publishing a new dated version in the Portal and notifying you by email and in the Portal at least thirty (30) days before it takes effect. You must accept the new version to continue listing Machines and receiving new rentals after that date; if you do not, you may terminate with effect on that date, and the prior version continues to apply until then and to commitments already accepted. Shorter notice may apply where required by law or for security reasons. Operational parameters published in the Portal may change on fifteen (15) days' notice, or immediately if favourable to you or required for security or compliance. No change applies retroactively to Earnings already credited or commitments already accepted.

Governing law. This Agreement and any dispute relating to it are governed by the laws of the State of Delaware, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration. After thirty (30) days of good-faith negotiation following written notice, any unresolved dispute arising out of or relating to this Agreement, including its formation, validity or termination, will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wilmington, Delaware, conducted in English before one arbitrator, or three if the amount in dispute exceeds one million United States dollars (USD 1,000,000). This arbitration agreement is governed by the Federal Arbitration Act. Claims may be brought only on an individual basis, not in a class or representative proceeding.

Injunctive relief. Either party may seek temporary or permanent injunctive or other equitable relief from any competent court to protect its Confidential Information, intellectual property or Customer Data, to enforce Section 16, or to preserve the status quo pending arbitration. For such proceedings and for enforcement of an award, each party submits to the state and federal courts located in the State of Delaware.

26. General Provisions

Force majeure. Neither party is liable for failure or delay, other than in payment, caused by events beyond its reasonable control, such as natural disaster, war, epidemic, government action or widespread utility or internet failure, provided it gives prompt notice and mitigates. Failures of the Provider's own equipment, suppliers or subcontractors are not force majeure unless caused by such an event. If force majeure prevents supply for more than fifteen (15) consecutive days, EverXCloud may terminate immediately.

Assignment and subcontracting. You may not assign this Agreement, including by change of control, without EverXCloud's prior written consent. EverXCloud may assign it to an affiliate or to a successor in a merger, acquisition, reorganisation or sale of substantially all of its assets, on notice. You remain fully responsible for your subcontractors, including your data center operator, and Section 9 applies to any subcontractor with access to Machines or Customer Data.

Notices. Notices to you are given by email to your profile contact or through the Portal. Notices to EverXCloud must be sent to [email protected], with a copy by courier to 8 The Green, Suite #19720, Dover, DE 19901, United States for notices of breach, termination or dispute. Acceptance through the Portal, electronic Statements and invoices, and EverXCloud's system records are valid evidence.

Entire agreement. This Agreement, any supplemental agreement and the documents expressly incorporated form the entire agreement on its subject and supersede all prior agreements and the Provider's own terms. If any provision is unenforceable, it applies to the maximum extent permitted and the rest remains in force. No failure or delay in exercising a right is a waiver. Except for the persons indemnified under Section 19, no third party, including any Customer, has rights under this Agreement.

Language and version. This Agreement is drawn up in English; translations are for convenience and the English version prevails. Version 2026-10-19, effective 19 October 2026.