Terms of Service.

1 · WHO WE ARE

These Terms govern use of the theai·cloud console at cloud.theai.com (the “Service”), operated by TheAI LTD, a company registered in the Dubai International Financial Centre (DIFC registered number 13561), Innovation One, DIFC, Dubai, UAE (“TheAI”, “we”). The Service provides rental of whole bare-metal GPU servers (“Nodes”) located in third-party data centers in the United States (Iowa; Los Angeles, California) and Malaysia (Kuala Lumpur). By creating an account or using the Service you agree to these Terms on behalf of the organization you represent (“Customer”, “you”).

2 · ACCOUNTS AND VERIFICATION

The Service is offered to businesses and professional users only. You must provide accurate organization and contact details and keep them current. Launching instances requires prior verification (know-your-customer and export-control screening). We may decline, suspend or revoke verification at our sole discretion, including where required by applicable law or sanctions regimes. You are responsible for all activity under your account and for safeguarding sign-in links, API tokens and SSH keys.

3 · EXPORT CONTROLS AND SANCTIONS

The hardware behind the Service is of United States origin and hosted in the United States and Malaysia, and is therefore subject to U.S. export laws, including the Export Administration Regulations (EAR) and OFAC sanctions programs, the laws of the country where the Nodes are hosted, and applicable UAE and DIFC regulations. By using the Service you represent, warrant and undertake on a continuing basis that:

• you are not located, organized or resident in, and are not owned or controlled by, or acting for or on behalf of, any person in: the Russian Federation, Belarus, the People’s Republic of China (including Hong Kong and Macau), Iran, North Korea, Syria, Cuba, or the Crimea, Donetsk or Luhansk regions;
• you are not listed on, or majority-owned by parties listed on, any applicable restricted-party list (including OFAC SDN, BIS Entity List and Denied Persons List);
• you will not use the Service for any end-use prohibited by the EAR, including development or production of weapons of mass destruction, or military-intelligence end-uses of embargoed jurisdictions;
• you will not sublicense, resell or otherwise provide access to the Service to any third party in the above categories, and will not re-export or transfer access in violation of applicable law.

We may suspend or terminate the Service immediately and without refund where we reasonably believe continued provision would violate applicable export-control or sanctions law, and we may report information to competent authorities where required.

4 · THE SERVICE

Nodes are rented as whole physical servers (8 GPUs per Node, one GPU model per instance). Provisioning installs your organization’s SSH public keys for root access. The Service is self-managed (unmanaged): we provide power, network and remote access; you are responsible for the operating environment, software, security and data of your instances. Availability indicators shown in the console are estimates. Where a signed capacity agreement states a delivery window, that agreement governs delivery and the consequences of a missed window. If the delivery window in your agreement is missed, you choose: a rate reduction for the delay, or a full refund of the prepayment if the delay is material. Billing never starts before acceptance, and your rate does not move.

5 · FEES AND BILLING

• Prices are shown in the console in USD and may change prospectively at any time — never retroactively for a signed capacity agreement or a running prepaid term.
• Reserved capacity agreements (36- or 60-month terms): a 30% prepayment is due on acceptance of the quote, on a take-or-pay basis; the remainder is invoiced per the agreement (monthly invoicing is standard). Billing starts after acceptance testing. Acceptance criteria are written into your agreement before delivery; if the cluster doesn't pass them, the prepayment is refunded in full. A missed invoice under a capacity agreement is handled under its payment terms.
• Other lots (the B300 block in Kuala Lumpur, B200 in Los Angeles): payment, service-level and refund terms are set in the written quote and the capacity agreement.
• You are responsible for any applicable taxes, duties and bank or network fees. Fees for refunds are handled per our Refund Policy.

6 · CUSTOMER DATA

Instances use local storage on the Node. The Service is not a backup service: data on a Node is irrecoverable after termination (whether initiated by you, by auto-termination at zero balance, or at term end). You must keep independent backups of anything you cannot afford to lose. Storage is sanitized between tenancies before a Node is handed to another customer. You must encrypt data at rest to the extent required by the sensitivity of your workloads.

7 · ACCEPTABLE USE

You must not use the Service to:

• violate any applicable law or third-party rights, or host unlawful content;
• conduct or facilitate attacks, unauthorized scanning, credential abuse, malware distribution, spam, or interference with our or third parties’ infrastructure;
• mine cryptocurrency without our prior written consent;
• circumvent verification, billing, metering or technical limits of the Service.

We may suspend or terminate instances that breach this section. You will indemnify TheAI against third-party claims arising from your workloads or your breach of these Terms.

8 · AVAILABILITY AND SERVICE LEVEL

Service levels are set per cluster in your capacity agreement (the SLA target, a monthly availability percentage per Node), measured on power and network reachability of the Node — not on the software you run on it. If availability of a Node falls below the target in a calendar month, you are entitled to service credits on the fees paid for that Node for that month, applied to your next invoice:

• below the SLA target — 10% credit
• more than 0.5 percentage points below the target — 25% credit
• more than 4.5 percentage points below the target — 50% credit

Credits are the sole and exclusive remedy for availability issues. Excluded from the measurement: scheduled maintenance announced at least 24 hours in advance; unavailability caused by your software, configuration or workloads; suspension or termination under these Terms (including at zero balance); and events outside our or our data-center providers’ reasonable control. Credit claims must reach cloud@theai.com within 30 days of the incident. We may perform maintenance and may modify or discontinue features with reasonable notice via the console or email. The Service is otherwise provided “as is” and “as available”, without warranties of any kind, express or implied.

9 · LIABILITY

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special or consequential damages, loss of profits, revenue or data; and TheAI’s aggregate liability arising out of or relating to the Service is limited to the amounts you paid for the Service in the three (3) months preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot be excluded by law.

10 · SUSPENSION AND TERMINATION

You may terminate instances and close your account at any time in the console. We may suspend or terminate the Service for material breach of these Terms, sanctions or legal risk, non-payment, or security threats. Sections 3, 6, 7, 9 and 11 survive termination.

11 · GOVERNING LAW

These Terms are governed by the laws of the Dubai International Financial Centre (DIFC). The DIFC Courts have exclusive jurisdiction over any dispute arising out of or in connection with the Service.

12 · CHANGES AND CONTACT

We may update these Terms; material changes will be notified via the console or email and apply prospectively from the stated effective date. Continued use after the effective date constitutes acceptance. Contact: cloud@theai.com · TheAI LTD (DIFC registered number 13561), Innovation One, DIFC, Dubai, UAE.