Preamble

These Terms & Conditions ("Terms") govern access to and use of the Packet.ai platform and services (the "Services").

Packet.ai is a product of Hosted AI Inc, a Delaware corporation ("Hosted AI," "we," "us," or "our"). References to the "Packet.ai platform" or "Services" refer to the product operated by Hosted AI Inc.

By creating an account, accessing the Services, or using any Packet.ai functionality, you ("Customer," "you") agree to be bound by these Terms, the Acceptable Use Policy, Billing, Credits & Refund Policy, Privacy Policy, and any applicable order form or commitment (collectively, the "Agreement"), all of which are incorporated by reference.

1. Introduction

1.1. User Agreement

You agree that by registering, accessing or using our Services (described below), you are agreeing to enter into a legally binding contract with Packet.ai ("we", "us", "our", "Packet.ai") (even if you are using our Services on behalf of a company). If you do not agree to these terms of service ("Agreement"), do not access or use our Services in any way. You can terminate this User Agreement at any time by closing your account and no longer accessing or using our Services.

1.2. Changes

We may modify the User Agreement and Privacy Policy from time to time and will provide you with at least thirty (30) days' notice to review material changes to them before they become effective. We agree that changes cannot be retroactive. If you do not agree to the updated terms, you may terminate this Agreement by providing written notice before the effective date of the changes. Your continued use of the Services after the effective date of any changes will be deemed acceptance of the updated terms.

If you do not agree, do not use the Services.

1.3. Definitions

Commitment Term. A fixed period (e.g., monthly, quarterly, or annual) for which Customer commits to specific usage fees, as defined in the applicable Order Form.

Dedicated GPU Cluster. A single-tenant cluster of GPU-equipped nodes provisioned exclusively for Customer use.

Dedicated GPU. A single GPU attached to a Kubernetes pod or KVM Virtual Machine and not shared with other customers.

Shared GPU / Overcommitted GPU. A GPU resource shared among multiple customers with no guaranteed performance isolation.

GPU Hour. One GPU consumed for one hour (or fraction thereof), as measured by the platform.

Wallet Balance. Prepaid funds or credits applied toward usage charges.

Usage Metrics. Measured consumption of GPUs, compute, storage, networking, or other billable resources.

Services. The Packet.ai platform, APIs, dashboards, and underlying GPU infrastructure.

Customer. The Customer and such employees, contractors, agents, and authorized sublicensees to whom Customer provides access to the GPU Services (as defined below).

2. Services

Packet.ai provides GPU-based infrastructure services (the "GPU Services"), which may include the following service configurations, as selected by Customer through the Platform or an applicable Order Form:

• Dedicated GPU Clusters, consisting of GPU compute resources allocated exclusively for use by a single Customer;
• Dedicated GPUs, consisting of individual GPU instances allocated exclusively for use by a single Customer; and
• Shared or overcommitted GPU resources, including GPU capacity attached to Kubernetes pods or similar orchestration environments, which are shared among multiple customers.

2.2. Shared GPU Characteristics

Shared GPU resources are provided on a best-effort, non-exclusive basis. Customer acknowledges that Shared GPU resources may be subject to performance variability, including but not limited to resource contention, throttling, scheduling delays, preemption, rebalancing, or other infrastructure-level resource management activities. Packet.ai does not guarantee exclusive access, consistent performance, or uninterrupted availability for Shared GPU resources unless expressly stated in an applicable Service Level Agreement or Order Form.

3. Provisioning, Capacity & Maintenance

Immediate or on demand provisioning of Services is not guaranteed unless Packet.ai has expressly agreed to specific provisioning timelines in a written agreement or applicable Order Form.

Packet.ai may perform scheduled maintenance or emergency maintenance on the Services or underlying infrastructure from time to time. Such maintenance may result in temporary service interruptions or performance degradation. Where commercially reasonable, Packet.ai will use reasonable efforts to provide advance notice of scheduled maintenance.

Packet.ai may substitute hardware components with functionally equivalent hardware as necessary for operational, capacity, maintenance, or supply-chain reasons, provided that such substitution does not materially and adversely affect the functionality of the Services.

The Services may be supported by infrastructure located in multiple geographic regions. Packet.ai may change the location of infrastructure used to provide the Services from time to time, subject to applicable law and any express geographic commitments set forth in an Order Form or applicable agreement.

We will use commercially reasonable efforts to maintain the availability of the Services. We may change, suspend, or discontinue any feature of the Services; however, for paid Subscribers, except as otherwise provided for termination herein or as required by law, we will provide at least thirty (30) days' prior notice of any material reduction in functionality and will continue to provide the contracted level of service through the end of the then-current Subscription period.

Packet.ai will use commercially reasonable efforts to make the paid, Dedicated Services available with a Monthly Uptime Percentage of 99%, excluding Excluded Downtime.

For the avoidance of doubt, Shared GPU Services are provided on a best-effort basis only and are expressly excluded from this uptime commitment and any related service level obligations or credits.

Monthly Uptime Percentage = (Total Minutes in Month − Downtime) / Total Minutes in Month × 100

3.8. Service Credits

If Packet.ai fails to meet the Monthly Uptime Percentage for a given calendar month, Customer may be eligible to receive service credits as follows:

3.9. Service Credit Terms

Service credits:

• Apply only to future invoices for the affected Service;
• Are calculated based on the monthly fees paid for the affected Service;
• In no event shall exceed an aggregate of thirty percent (30%) of the monthly fee payable for the affected Service for the relevant month; and
• Constitute the Customer's sole and exclusive remedy for any failure to meet the uptime commitments under this Agreement.

3.10. Credit Claim Procedure

To receive any service credits, Customer must:

• Submit a written request within thirty (30) days following the end of the calendar month in which the alleged Downtime occurred;
• Submit the request to help@packet.ai; and
• Provide reasonable documentation or evidence supporting the claimed Downtime, including the relevant dates, times, and affected Services.

Failure to comply with this procedure shall result in forfeiture of the applicable service credits.

3.11. Excluded Downtime

Excluded Downtime means any period of unavailability, interruption, or degradation of the Services resulting from or attributable to:

• Scheduled maintenance performed with reasonable prior notice;
• Emergency or unscheduled maintenance required to address security, stability, or operational risks;
• Failures, outages, or performance issues of third-party infrastructure or upstream service providers, including but not limited to Gcore, Hyperfusion, Tata Communications, Cloudflare, or their respective subcontractors;
• Customer's systems, software, configurations, integrations, or misuse of the Services;
• Internet delays or failures outside Packet.ai's reasonable control;
• Force majeure events or circumstances beyond Packet.ai's reasonable control, including changes of applicable law or regulation.

Excluded Downtime shall not be counted toward Downtime for purposes of calculating the Monthly Uptime Percentage.

4. Intellectual Property & Data Ownership

4.1. Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to all data, content, materials, and information submitted to, uploaded to, generated within, or otherwise processed through the Services by or on behalf of Customer, including without limitation:

• datasets;
• models provided by Customer;
• workloads, configurations, and deployment artifacts; and
• outputs, results, or other materials generated by Customer's use of the Services, excluding any Packet.ai technology embodied therein (collectively, "Customer Data").

Nothing in this Agreement transfers ownership of Customer Data to Packet.ai.

4.2. Packet.ai Ownership

Packet.ai retains all right, title, and interest in and to the Services and all underlying and related technology, including without limitation:

• the infrastructure, hardware abstraction layers, orchestration systems, and platform architecture;
• all software, APIs, interfaces, tools, workflows, and platform components;
• any models, algorithms, documentation, technical materials, and know-how developed or provided by Packet.ai; and
• all improvements, enhancements, modifications, derivative works, and feedback related to any of the foregoing (collectively, the "Packet.ai Technology").

No rights are granted to Customer except as expressly set forth in this Agreement.

4.3. Trademarks

All trademarks, service marks, logos, and trade names used in connection with the Services are the property of their respective owners. Nothing in this Agreement grants Customer any right or license to Packet.ai trademarks except as expressly permitted in writing.

4.4. License to Customer

Subject to Customer's compliance with this Agreement, Packet.ai grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services solely for Customer's internal or authorized business purposes in accordance with this Agreement and any applicable Order Form, except that Customer may sublicense or permit access to the Services solely to the extent expressly authorized in a written Order Form or other written agreement executed by Packet.ai.

4.5. Limited Processing License

Customer grants Packet.ai a limited, non-exclusive license to process Customer Data solely to the extent necessary to:

• provide and deliver the Services;
• operate, maintain, secure, and support the platform;
• comply with applicable law and legal obligations; and
• prevent fraud, abuse, or violations of the Acceptable Use Policy.

This license terminates upon deletion or return of Customer Data in accordance with this Agreement, except as required for legal compliance or permitted retention periods.

4.6. Restrictions on Use of Customer Data

No Training or Commercial Use.

Packet.ai will not use Customer Data to:

• train machine learning or artificial intelligence models;
• develop or improve products or services unrelated to providing the Services to Customer; or
• commercially exploit Customer Data in any manner,

unless expressly agreed in writing by Customer.

Notwithstanding the foregoing, Packet.ai may use aggregated and anonymized data derived from use of the Services, provided such data does not identify Customer or any individual and does not include Customer models, datasets, or workloads.

4.7. Reservation of Rights

Except as expressly set forth in this Agreement, each party reserves all rights, title, and interest in and to its respective intellectual property and proprietary rights. No licenses are granted by implication, estoppel, or otherwise.

5. Usage & Restrictions

Customer shall access and use the Services in compliance with all applicable laws, regulations, and governmental orders, as well as Packet.ai's Acceptable Use Policy, as may be updated from time to time.

Customer shall not, and shall not permit any third party to, directly or indirectly:

• circumvent, disable, or interfere with GPU isolation mechanisms, resource allocation controls, or usage metering;
• manipulate, modify, reverse engineer, or tamper with GPU drivers, firmware, hypervisors, host operating systems, or underlying platform components;
• attempt to escape containers, bypass sandboxing controls, or engage in privilege escalation or unauthorized access to systems or data; or
• use the Services for any prohibited activities, including without limitation unauthorized cryptocurrency mining or blockchain hashing, except where expressly authorized in writing by Packet.ai.

6. Export Controls and Sanctions

6.1. Restricted Jurisdictions

In accordance with US sanctions, export controls, and Hosted AI policy, absent prior written consent of Hosted AI's Legal Department, Customer shall not access or use or permit access to or use of the Services by any party located in, organised under the laws of, headquartered in, or has an ultimate parent company headquartered in any of the following countries or regions: Afghanistan, Belarus, Burma (Myanmar), China (including Hong Kong), Cambodia, Central African Republic, Cuba, Democratic Republic of the Congo, Eritrea, Haiti, Iran, Iraq, Lebanon, Libya, Macau, Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Zimbabwe, or Crimea or the self-proclaimed Donetsk People's Republic or Luhansk People's Republic (collectively, "Restricted Jurisdictions").

Customer also shall not access or use or permit access to or use of the Services by any party who is ordinarily resident in Cuba, Iran, North Korea, Crimea, or the self-proclaimed Donetsk People's Republic or Luhansk People's Republic, irrespective of such party's physical location at the time or use or access.

6.2. Customer Representations and Warranties

Customer represents, warrants, and covenants that, on each date on which the Services are accessed or used:

• (a) Customer is not located in, organised under the laws of, or headquartered in a Restricted Jurisdiction, and Customer's ultimate parent entity is not headquartered in a Restricted Jurisdiction;
• (b) Customer is not and will not use the Services, directly or indirectly, for or on behalf of, any Restricted Party, where Restricted Party means any individual or entity that is: (1) enumerated on any list of parties subject to sanctions or export control restrictions maintained by the US government or other authority with jurisdiction over the Services, including the OFAC Specially Designated Nationals and Blocked Persons (SDN) List, BIS Entity List, BIS Unverified List, and BIS Denied Parties List; (2) located in, organized under the laws of, operated from, headquartered in or having an ultimate parent headquartered in, a Restricted Jurisdiction; (3) part of, or owned or controlled by, the government of a Restricted Jurisdiction; (4) directly or indirectly owned 50 percent or more by one or more parties described in the preceding subsections of this definition; (5) ordinarily resident in a country identified in Section 6.1(b); or (6) acting on behalf of a party described in the preceding subsections of this definition.
• (d) Customer will comply with and
• (e) will not export, re-export, transfer (in country), or otherwise use the Services, or any direct product thereof, in violation of the U.S. Export Administration Regulations 15 CFR 730-774 (the "EAR"), the International Traffic in Arms Regulations (22 CFR 120-130), US foreign asset control regulations (31 CFR 500-599), ("OFAC")or, to the extent consistent with US antiboycott regulations, any other applicable export control or sanctions laws.,
• (f) Without limiting the foregoing, Customer shall not, and shall not permit any third party to, access or use the Services, directly or indirectly for any of the following purposes:
  • Transferring parameters for an AI model trained using 1026 or more operations ("ECCN 4E091 Model Weights") to or for a Restricted Jurisdiction;
  • Design, development, production, operation, installation, maintenance, repair, overhaul, or refurbishing of: (1) nuclear explosive or nuclear propulsion devices; (2) chemical or biological weapons; (3) missiles and rocket systems, including ballistic missiles, space launch vehicles, and sounding rockets; (4) unmanned aerial vehicle systems (including cruise missiles, target drones, and reconnaissance drones) capable of a (one-way) range of at least 300 kilometers or of unknown range; (5) a supercomputer in or destined for a Restricted Jurisdiction; (6) integrated circuits intended for a facility in a Restricted Jurisdiction that produces advanced-node integrated circuits (as defined in 15 CFR 772.1); (7) semiconductor manufacturing equipment intended for a Restricted Jurisdiction; or (8) military items described on the US Munitions List or on the Commerce Control List under a 600-series Export Control Classification Number in either case in or for a Restricted Jurisdiction;
  • Activities related to nuclear reactors, nuclear fuel facilities, critical facilities, facilities for converting nuclear material from one chemical form to another, nuclear storage installation, and nuclear fuel cycle activities; ;
  • Activities in support of the national armed services (army, navy, marine, air force, or coast guard), national guard, national police, or government intelligence or reconnaissance organizations of a Restricted Jurisdiction;
  • To circumvent or attempt to circumvent export controls, including through the use of virtual private networks, proxy servers, or other means of obscuring location, identity, or end-use; or
  • Actions by, for, at the direction of, on behalf of, or for the benefit of a Restricted Party or that violates or would cause Hosted AI to violate otherwise applicable sanctions or export control laws.

6.3. Flow-Down

Customer shall not permit any third party (including affiliates, contractors, resellers, or end customers) to access or use the Services in a manner that would violate this Section. Customer is responsible for ensuring that any such third parties comply with all applicable Sanctions and export control laws.

6.4. Screening, Information, and Notification

Packet.ai may screen Customer, its directors, officers, beneficial owners (25% or more), and affiliates against applicable restricted party lists at onboarding and on an ongoing basis. Customer shall provide, promptly on request, all information reasonably required to perform such screening, including identity, corporate, beneficial ownership, deployment location, and end-use information. Customer shall notify Packet.ai in writing within five (5) business days of any change in ownership, control, location, or intended use that would cause any representation in this Section to become inaccurate.

6.5. Monitoring, Suspension, and Termination

Packet.ai may monitor use of the Services to detect potential violations of this Section, including unusual usage patterns and indicators of prohibited end-use. Without limiting any other rights or remedies, Packet.ai may, immediately and without liability: (a) suspend or terminate Customer's access to the Services, in whole or in part; (b) block workloads or access; and (c) report suspected violations to the relevant authorities, in each case where Packet.ai reasonably determines that (i) continued provision of the Services may violate this Section or applicable sanctions or export control laws, including where Customer has failed to provide information necessary, in Packet.ai’s sole discretion, to determine compliance.

6.6. Indemnification

Customer shall indemnify, defend, and hold harmless Packet.ai and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to Customer's breach of this Section or violation of applicable Sanctions or export control laws.

6.7. Survival

This Section shall survive termination or expiration of this Agreement.

7. Billing & Payments

Customer may be required to prepay funds into a virtual wallet balance ("Wallet Balance") in order to access and use the Services.

Charges for use of the Services are calculated based on applicable usage metrics and are automatically deducted from the Customer's Wallet Balance as usage is incurred.

If the Wallet Balance reaches zero or becomes insufficient to cover accrued usage charges, Packet.ai may suspend or restrict access to the Services until the Wallet Balance is replenished.

All usage charges deducted from the Wallet Balance are final and non-refundable, including for Services already consumed or partially consumed.

For the avoidance of doubt, unused Paid Wallet Funds may be refunded in accordance with the Billing, Credits & Refund Policy.

Certain Services may require Customer to enter into a minimum usage or spend commitment for a specified commitment term ("Commitment Term"), as set forth in an applicable Order Form.

Commitment Fees are billed in advance and are due at the start of each applicable Commitment Term, unless otherwise specified in writing.

Unless otherwise agreed in writing, each Commitment Term shall automatically renew for successive months, regardless of the length of the initial Commitment Term, unless either party provides written notice of non-renewal prior to the expiry of the then-current Commitment Term.

Packet.ai shall use commercially reasonable efforts to provide the Customer with a renewal reminder at least forty-five (45) days prior to the expiration of the applicable Commitment Term. If Customer terminates a Commitment prior to the end of the applicable Commitment Term, Customer remains responsible for payment of all remaining committed fees for that term. No additional early termination penalties or fees will apply.

All payments are processed by a third-party payment processor, currently Stripe. Payment processing is subject to the processor's applicable terms and privacy policies.

Packet.ai does not store Customer payment card details and does not have access to full payment card information.

If a payment fails, is reversed, or is otherwise not successfully processed, Packet.ai may suspend or terminate access to the Services until payment is successfully completed.

8. Data, Workloads & Customer Responsibility

8.1. Packet.ai Data Handling

Packet.ai processes limited operational metadata solely for purposes of billing, monitoring, customer support, and platform security. Packet.ai does not access, inspect, monitor, or control Customer content, datasets, models, workloads, or outputs.

8.2. Customer is solely responsible for:

• ensuring the legality, ownership, and licensing of all datasets, models, and content used with the Services;
• compliance with all applicable laws, regulations, and industry requirements relating to Customer's use of the Services; and
• maintaining appropriate backups of Customer data, models, checkpoints, and outputs.

9. Confidentiality

9.1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by or on behalf of Customer in connection with the Services, including without limitation any data, content, datasets, models, configurations, workloads, outputs, technical information, business information, or other materials submitted to or processed through the Services ("Customer Information"), whether or not designated as confidential, that by its nature or the circumstances of disclosure would reasonably be understood to be confidential.

For clarity, Confidential Information includes Customer Data and shall be subject to the restrictions set forth in the Data Processing Section, which shall prevail in the event of conflict.

9.2. Use and Protection of Confidential Information

Packet.ai shall:

• use Confidential Information solely for the purpose of providing, operating, maintaining, securing, and supporting the Services, and as otherwise expressly permitted under this Agreement;
• not disclose Confidential Information to any third party except to its employees, affiliates, contractors, and service providers who have a legitimate need to know such information for the foregoing purposes and who are bound by confidentiality obligations no less protective than those set forth herein; and
• implement and maintain appropriate administrative, technical, and organizational safeguards designed to protect Confidential Information against unauthorized access, use, or disclosure.

9.3. Exclusions

Confidential Information does not include information that Packet.ai can demonstrate:

• was already lawfully known to Packet.ai without restriction on use or disclosure prior to receipt from Customer;
• is or becomes publicly available without breach of this Agreement;
• is lawfully obtained from a third party without breach of any confidentiality obligation; or
• is independently developed by Packet.ai without use of or reference to Customer's Confidential Information.

9.4. Compelled Disclosure

Packet.ai may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that (to the extent legally permitted) Packet.ai gives Customer prompt written notice and reasonably cooperates with Customer, at Customer's expense, in seeking a protective order or other appropriate remedy.

9.5. Survival

The obligations set forth in this Section shall survive for a period of five (5) years following termination or expiration of the Agreement; provided that Confidential Information constituting trade secrets shall be protected for so long as such information remains a trade secret under applicable law.

9.6. Equitable Relief

Each party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and that the disclosing party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

10. Data Processing

10.1. Roles and Responsibilities

To the extent Packet.ai processes personal data on behalf of Customer:

• Customer acts as Controller (or equivalent); and
• Packet.ai acts as Processor (or sub-processor).

When Packet.ai processes personal data on Customer's behalf, the specific terms governing such processing — including the subject matter, duration, nature, purpose, types of personal data, and categories of data subjects — are set forth in the Data Processing Addendum ("DPA"), annexed below and may be provided upon request at security@packet.ai, and are incorporated herein by reference.

10.2. Limited Processing License

Customer grants Packet.ai a limited, non-exclusive license to process Customer Data solely to:

• provide and deliver the Services;
• operate, maintain, secure, and support the platform;
• comply with legal obligations; and
• prevent fraud, abuse, or violations of this Agreement.

10.3. Security Commitments

Packet.ai maintains an information security program designed to protect the confidentiality, integrity, and availability of Customer Data. This program includes:

• periodic third-party penetration testing and ongoing vulnerability management;
• access controls based on the principle of least privilege, with periodic access reviews; and
• security incident detection, response, and notification procedures as described in the Security Incident Notification section below.

Additional information regarding Packet.ai's security posture, certifications, and use of sub-processors is available at security.packet.ai.

10.5. Security Incident Notification

In the event of a confirmed security incident involving the unauthorized access to, acquisition, disclosure of, or loss of Customer Data ("Security Incident"), Packet.ai shall:

• notify Customer without undue delay and, where feasible, no later than seventy-two (72) hours after becoming aware of such Security Incident;
• promptly investigate the Security Incident and take commercially reasonable steps to mitigate its effects;
• provide information reasonably required to enable Customer to comply with applicable notification or reporting obligations; and
• cooperate with Customer's reasonable requests in relation to the incident response.

10.6. Data Retention and Deletion

Packet.ai will retain Customer Data only for as long as necessary to provide the Services or as required by applicable law.

Upon termination of the applicable Services or upon Customer's written request:

• Customer Data will be deleted or returned from active systems within thirty (30) days; and
• Customer Data will be deleted from backup systems within ninety (90) days,

in each case subject to applicable legal retention requirements. Deletion certifications will be provided upon request where commercially reasonable No Training or Commercial Exploitation unless expressly agreed in writing by Customer, Packet.ai shall not, and shall not permit any third party to:

• use Customer Data to train, fine-tune, or otherwise improve machine learning or artificial intelligence models;
• use Customer Data to develop or enhance products or services unrelated to providing the Services to Customer; or
• commercially exploit Customer Data in any form.

10.7. Aggregated & Anonymized Data

Notwithstanding the foregoing, Packet.ai may use aggregated and anonymized data derived from use of the Services, provided that such data:

• does not identify Customer or any individual; and
• does not include Customer datasets, models, or workloads in any reconstructable form.

10.8. Customer Responsibilities

Customer is solely responsible for:

• legality and rights in its data, models, and workloads;
• compliance with applicable laws (including data protection and export controls); and
• maintaining backups of its data and outputs.

10.9. Audit Alternative

Packet.ai may provide third-party certifications or audit reports (e.g., SOC 2, ISO 27001) in lieu of permitting on-site audits. Such reports or certifications shall be made available no more than once in any twelve (12) month period.

12. Backups & Data Loss

12.1. Customer Responsibility

Customer is solely responsible for maintaining backups of its data, including without limitation data replication, model checkpoints, configurations, and outputs generated through use of the Services.

12.2. No Data Persistence Guarantee

Packet.ai does not guarantee data persistence, data retention, or the recovery of any lost, corrupted, or deleted data, including Customer data, models, or workloads.

13. Shared Responsibility Model

Customer acknowledges that the Services operate under a shared responsibility model, under which responsibility for security and compliance is allocated between Packet.ai and Customer as set forth below.

Packet.ai is responsible for:

• security of the underlying platform infrastructure;
• physical security of data center facilities, provided through its infrastructure providers; and
• platform-level security controls and safeguards.

Customer is responsible for:

• the security and operation of workloads, applications, and configurations deployed by Customer;
• implementing appropriate data security measures, including encryption and access controls;
• compliance with all applicable laws, regulations, and industry requirements; and
• management of user access, credentials, and permissions.

Packet.ai is not responsible for security incidents, data loss, or service issues arising from Customer's configurations, applications, or use of the Services.

14. Security & Compliance

Packet.ai implements commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services against unauthorized access, disclosure, or misuse.

Where applicable, Packet.ai may maintain industry-standard certifications or compliance frameworks, such as SOC 2, ISO 27001, or equivalent controls.

15. Audit Alternative

Upon Customer's reasonable written request, and not more than once per twelve (12) month period, Packet.ai may provide third-party audit reports, certifications, or executive summaries relating to the security of the Services in lieu of permitting on-site audits.

Any audit rights are subject to confidentiality obligations, limited in scope solely to security compliance, and conducted at Customer's sole expense.

16. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PACKET.AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PACKET.AI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO PACKET.AI DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (USD $100); PROVIDED THAT IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY EXCEED USD $100,000.

The following are excluded from the limitations above: (a) liability for death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay fees; (d) either party's indemnification obligations; (e) breaches of confidentiality obligations or data processing obligations; (f) Customer's breach of Section 7 (Export Controls and Sanctions).

18. Mutual Indemnification

18.1. Customer Indemnification

Customer shall indemnify, defend, and hold harmless Packet.ai and its affiliates, officers, directors, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• claims arising from the content of Customer Data, including allegations that Customer Data infringes, misappropriates, or otherwise violates any intellectual property, privacy, or proprietary rights of a third party;
• Customer's violation of applicable laws or regulations; or
• Customer's breach of this Agreement or misuse of the Services.

18.2. Packet.ai Indemnification

Packet.ai shall indemnify, defend, and hold harmless Customer from and against any third-party claim alleging that the Services, as provided by Packet.ai and used in accordance with this Agreement, infringe or misappropriate a third party's intellectual property rights.

18.3. Excluded Claims

Packet.ai shall have no obligation to indemnify Customer for any claim arising from or related to:

• Customer data, Customer models, or Customer-provided content;
• use of the Services in violation of this Agreement, the Acceptable Use Policy, or applicable law; or
• modification of, or combination of, the Services with third-party products, services, systems, or data not provided by Packet.ai, where the claim would not have arisen but for such combination or modification.

18.5. Infringement Remedies

If the Services become, or in Packet.ai's reasonable opinion are likely to become, subject to an infringement claim, Packet.ai may, at its option:

• modify the Services to be non-infringing;
• replace the affected functionality with functionally equivalent, non-infringing services; or
• terminate the affected Services and refund any prepaid, unused fees attributable to the terminated portion.

19. Suspension & Enforcement

Packet.ai may suspend access to all or part of the Services immediately if:

• Customer's use poses a security risk to the platform, Packet.ai, or other customers;
• Packet.ai reasonably believes that continued use creates legal or regulatory exposure;
• Customer violates the Acceptable Use Policy or this Agreement; or
• a payment failure, chargeback, or insufficient balance occurs.

Where reasonably practicable under the circumstances and permitted by law, Packet.ai will provide notice of the suspension and, where appropriate, allow Customer a reasonable opportunity to cure the issue.

Packet.ai may investigate suspected violations of this Agreement and may cooperate with law enforcement or regulatory authorities where required by applicable law.

20. Term & Termination

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice.

Unless otherwise expressly agreed in writing, Customer may terminate the Services only at the end of an applicable Commitment Term by providing timely notice of non-renewal in accordance with this Agreement.

Upon termination or expiration of this Agreement:

• all outstanding fees and charges become immediately due and payable;
• Customer's access to the Services may be suspended or revoked; and
• Customer data will be deleted or returned in accordance with the Data Processing Addendum and applicable law.

21. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, riots, labor disputes, governmental actions, or failures of internet, cloud, or infrastructure providers. Performance of the affected obligations shall be suspended for the duration of the force majeure event.

22. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without Packet.ai's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Customer's assets, provided that the assignee agrees in writing to be bound by this Agreement.

Packet.ai may assign this Agreement, without Customer's consent, to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its business or assets.

23. Governing Law & Venue

(a) United States Customers. If the Customer is organized under the laws of, or has its principal place of business in, the United States, this Agreement shall be governed by the laws of the State of Delaware, excluding its conflict-of-law principles. The exclusive venue lies in the state or federal courts located in the State of Delaware, and the parties hereby consent to the personal jurisdiction of such courts.

(b) United Kingdom and European Union Customers. If the Customer is organized under the laws of, or has its principal place of business in, the United Kingdom or the European Union, this Agreement shall be governed by the laws of England and Wales, and the courts of London, England shall have exclusive jurisdiction.

24. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

25. Waiver

The failure or delay of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and shall apply only to the specific instance for which it is given.

26. Notices

All legal notices under this Agreement shall be in writing and shall be deemed given when delivered by: (a) personal delivery; (b) nationally or internationally recognized courier; or (c) email (with confirmation of transmission), to the addresses set forth below or such other address as a party may designate by notice.

Notices to Packet.ai: Hosted AI Inc, 622 North 9th Street, San Jose, CA 95112, USA. Email: legal@packet.ai

Notices to Customer: To the billing or administrative contact address specified in the applicable Order Form or Customer account.

27. Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement. Execution via electronic signature or acceptance by electronic means (including click-wrap or digital confirmation) shall have the same legal effect as an original signature.

28. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.

29. Survival

Termination or expiration of this Agreement shall not affect any rights or obligations of the parties that, by their nature or intent, are intended to survive such termination or expiration, including without limitation obligations relating to confidentiality, data protection, intellectual property ownership and use restrictions, limitation of liability, indemnification, export controls and sanctions, governing law and venue, and any liabilities accrued prior to termination.

30. No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties and their permitted successors and assigns. No third party shall have any rights or remedies under this Agreement.

31. Entire Agreement

This Agreement, together with any applicable Order Forms, Policies, and incorporated documents (including the Data Processing Addendum), constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

32. Contact

Hosted AI Inc
622 North 9th Street, San Jose, CA 95112, USA
Email: legal@packet.ai