SUPPLEMENTAL TERMS FOR GPU PROVIDERS

Last Updated: June 11, 2024.

These Supplemental Terms for GPU Providers (“Supplemental Terms”) set forth additional terms and conditions applicable to GPU Providers and supplement the GPUDeploy Terms of Service at https://gpudeploy.com/terms.html that generally govern use of the Site and the Services (“Terms of Service”). Undefined Capitalized terms used in these Supplemental Terms have the same meaning as set forth in the Terms of Service. If you do not agree to these Supplemental Terms, you are not permitted to provide GPU Resources in connection with the Services.

The Company may amend these Supplemental Terms at any time by posting the amended Supplemental Terms on the Site, and the Company will use commercially reasonable efforts to notify you of any such amendment. By continuing to provide GPU Resources in connection with the Services after the effective date of any changes, you agree to be bound by the modified terms. You are expected to check these Supplemental Terms on the Site frequently so you are aware of any changes, as they are binding on you. If you do not agree to the new terms, you are no longer authorized to provide GPU Resources in connection with the Services. You may amend these Supplemental Terms only through a writing signed by you and the Company.

1. Definitions Used in these Supplemental Terms

“Calculated Payout Amount” means the sum of the GPU Usage of all of your GPU Resources multiplied by your Hourly Rate for those GPU Resources.

“GPU Usage” means the amount of time measured in seconds within the Payout Period that a singular GPU was accessible by and allocated to a GPU User in a Running Instance. Specifically, this is the time from the creation of the Running Instance to the termination of the Running Instance session.

“Hourly Rate” means the fee you set per GPU for running a Running Instance on the GPU for one hour.

“Node” means the server, computer or desktop, where the GPU Resources are hosted.

“On-Demand Usage” means the GPU Usage resulting from matching a user with your Node through our on demand matching algorithms.

“Payout Period” means each monthly period in which GPU Usage is measured. The Payout Period Resets every month on the 17th at 12:00am UTC.

“Running Instance” means a virtual machine that is running on your Node actively linked to a GPU User's account.

“Software” means the Company’s proprietary software that you download and install on your GPU Resources to make them available to GPU Users in connection with the Services.

2. Terms Governing Provision of GPU Resources

2.1. You will have the right to offer your GPU Resources via the Site, subject to those GPU Resources meeting the following minimum requirements (or any updated minimum requirements set forth on the Site or displayed to you when you take your Node online):

· 64-bit CPU

· 12GB+ CPU RAM per GPU

· No GPUs with less than 12GB GPU RAM

· No mixed GPU setup (all your GPUs have to be the same type)

· Nvidia GPUs only

· 128GB+ available, free, unoccupied, writable disk space

· Your PC or server runs Linux (preferably Ubuntu 22.04) with root privileges

· 1000 free ports available and ability to expose ports (network administrator rights)

· Steady Internet connection

You must have network administrator rights for your Node, which must specifically include the ability to expose ports, so that outside GPU Users can connect.

2.2. Your GPU Resources can be booked in two ways:

· On-demand/spot booking: the GPU User wants a GPU immediately for a few hours to a few days. The GPU Resource is launched via the Site’s On-Demand Usage interface, available instantly.

· Reservations: the GPU User specifies the number of GPUs needed and the time period. The Site suggests nodes available for the GPU User to book. The GPU User is invoiced immediately. While GPUs (e.g., clusters) are reserved, they are allocated to one GPU User and are not listed for On-Demand Usage bookings. You are paid the applicable Hourly Rate for the full reservation period but in monthly increments. For long-term bookings, you or the Company have the ability to specify discounts to the applicable Hourly Rate.

2.3. You are eligible to earn money through the Site as a GPU Provider only if you reside in the United States and, if you are business entity, you are duly established under the laws of your state and licensed to do business in your local jurisdiction.

2.4. You have the right to take your Node online or offline, subject to the following:

· When your Node is online and an hourly price per GPU is set, your Node is listed on the Site and may be allocated to a GPU User for running a Running Instance.

· When your Node is offline, it will not be allocated to new GPU Users, but Running Instances on the Node continue until they are terminated by the GPU User or the node is killed by you in connection with a Planned Shutdown (defined below).

· Killing the Node terminates the service worker and shuts down all instances.

You have the ability to schedule blocked-out periods for your Nodes, which are time intervals in which your Node will be offline for maintenance or other uses. You may schedule blocked-out periods subject to the following:

· Any Running Instances on your Node will be terminated approximately 5 minutes prior to the scheduled blocked-out period (“Planned Shutdown”).

· The Site will stop listing and allocating your Node approximately 2 hours before the scheduled blocked-out period.

Except in the case of a Planned Shutdown or to conduct emergency maintenance, You will not shut down, use, terminate, kill the processes, tamper with, interfere with, disconnect or otherwise make unavailable, a Running Instance on your Node.

2.5. All GPU Data is the property of the applicable GPU User, and you will not access, use, copy, modify, create derivative works from or corrupt any portion of that data for any reason. You will ensure that all GPU Resources are free of viruses and other malicious code. You are prohibited from transferring, distributing, selling, leasing or renting any GPU Data to any third party other than the applicable GPU User in connection with the Services.

2.6. In providing the GPU Resources, you will comply with all applicable data privacy laws. You (not the Company) bear sole responsibility for adequate security and protection of all of your GPU Resources and any GPU Data when being processed by your GPU Resources. You have and will retain sole responsibility for your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by You or through the use of third-party services. The Company will have the right to suspend your ability to provide GPU Resources on an emergency basis: (a) in the event that the Company detects any actual or apparent theft, unauthorized access or use of the Services, GPU Resources or GPU Data, or other malicious activity by you or any third party; and (b) to maintain data integrity within the Services and GPU Resources.

3. Software License and Ownership

3.1. The Company will make the Software available for you to download from the Site. The Software installs and runs a service worker that lists you Node in the Company’s database and manages GPU User Running Instances on the Node. If the Software is accompanied by an end user license agreement ("EULA"), the terms of the EULA will govern your use of the Software. If the Software is not accompanied by a EULA, then, subject to these Supplemental Terms and the Terms of Service, the Company hereby grants you a non-exclusive, revocable, non-sublicensable, royalty-free, non-transferable license to download, install and use the Software solely to provide the GPU Resources to GPU Users in connection with the Services and solely during the period in which you are authorized to act as a GPU Provider under these Supplemental Terms and the Terms of Service. The Software and any related documentation is provided "AS IS" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You accept any and all risk arising out of your use of the Software. You may not reproduce or redistribute the Software except in accordance with the EULA or these Supplemental Terms. All of the restrictions in Sections 2.2 and 5 of the Terms of Service regarding use of the Services will apply to your use of the Software.

3.2. Except to the extent of license expressly granted under these Supplemental Terms, as between you and the Company, the Company and its licensors own and retain all right, title and interest (including all intellectual property rights) in and to the Software and any accompanying documentation.

4. Payments

4.1. Unless we specify an alternate payment method, the Company exclusively uses a third-party payment processor, Stripe Connect, to process payments owed to you under these Supplemental Terms. You agree that, unless we specify an alternate payment method, Stripe Connect is the only way to receive those payments. You agree that if you are not onboarded to Stripe Connect, unless we specify an alternate payment method, you will not receive payments under these Supplemental Terms, even for GPU Resources that have already been allocated to, or used by GPU Users through the Services and Software. Company recommends that you onboard to Stripe Connect prior to taking your GPU Resources online in connection with the Services.

4.2. The Company will determine the Calculated Payout Amount applicable to your account for each Payout Period. In determining the Calculated Payout Amount, the Company will convert the Hourly Rate to a per-second rate (hourly rate/3600), and will multiply that per-second rate by the amount of seconds that the GPU was used in the Payout Period.

4.3. The Company will process the Calculated Payout Amount on the 17th of every month and the amount to be transferred to your connected accounts is calculated based on the GPU Usage during the applicable Payout Period.

4.4. You agree that the Calculated Payout Amount is final and that the Company is the only party that can determine the Calculated Payout Amount.

4.5. When listing your GPU Resources for rental on the Services, you set the Hourly Rate per GPU.

4.6. You are able to set an Hourly Rate of your choosing. However, you understand that if your Hourly Rate lies outside the range of rates the Company specifies for On-Demand Usage, which are available on the Site and displayed to you when you take your Node online, your Node will not be made available for On-Demand Usage, possibly resulting in lower earnings and under-utilization of your Node, so the Company advises against this. The Company reserves the right to change the range of rates for On-Demand Usage at any time.

4.7. The Site operates a bidding system to fill On-Demand Usage orders from GPU Users. The Site ranks GPU Providers by the quality of their service first and then by the Hourly Rate they request, so the Site assigns GPU Resources with the lowest Hourly Rates first.

4.8. The Calculated Payout Amount will also be subject to the following adjustments :

· If the Calculated Payout Amount is greater than $160 for the applicable Payout Period, the amount paid to you is the full Calculated Payout Amount.

· If the Calculated Payout Amount is less than or equal to $160 for the applicable Payout Period, a processing fee of $2.71 is deducted from the Calculated Payout Amount to arrive at the amount paid to you. This means that the amount paid to you is the Calculated Payout Amount minus $2.71.

· If the Calculated Payout Amount is less than $2.71 for the applicable Payout Period, the amount paid to you is $0.

4.9. The Company charges each GPU User the applicable Hourly Rate plus a margin determined by the Company. The Company has the right to vary that margin from time to time, but the Company will provide a clear price to GPU Users.

4.10. You are responsible for any income taxes and other taxes applicable to the payments that the Company makes to you under these Supplemental Terms.

5. Termination. In the event you breach any of your obligations under these Supplemental Terms, in addition to any other rights the Company may have under the Terms, the Company will have the right, in its sole discretion, to suspend or terminate your ability to provide your GPU Resources via the Services, deactivate your GPU Provider account and/or delist your Node in the Company’s databases.