Terms of Use

Draft — pending legal approval. This placeholder is provided for product integration and review only. It contains unresolved bracketed fields and is not a final or legally approved version. Do not rely on it as legal advice or as the final terms governing the service.

Version 1.1 · Effective [●] 2026 · Governs self-serve and enterprise use of the Xailon Token Factory platform operated by Infinia

This document comprises Part A (Terms of Service), Schedule 1 (Service Mode Terms), Annex A (Acceptable Use Policy), Annex B (Data Processing Addendum), Annex C (Retention Schedule), Annex D (Sub-processor List) and Annex E (Standard Contractual Clauses — completed annexes). It is presented for acceptance at account creation and is binding on every use of the Service. Enterprise customers may additionally be party to a Master Services Agreement, which takes precedence to the extent stated in Section 1.3. The Privacy Notice published at [Privacy URL] is incorporated into these Terms and governs the Personal Data that Infinia processes as a controller in its own right.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I AGREE", CREATING AN ACCOUNT, PURCHASING CREDIT, GENERATING AN API KEY OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACCEPT THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY, GOVERNMENT BODY OR OTHER ORGANISATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANISATION, AND "CUSTOMER" AND "YOU" REFER TO IT. IF YOU DO NOT HAVE THAT AUTHORITY, OR YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCEPT THEM AND DO NOT USE THE SERVICE.

THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND A WAIVER OF CLASS AND REPRESENTATIVE PROCEEDINGS (SECTION 26), EXCLUSIONS AND LIMITATIONS OF INFINIA'S LIABILITY (SECTION 20), A DISCLAIMER OF WARRANTIES INCLUDING AS TO THE ACCURACY OF MODEL OUTPUT (SECTION 18), AND RULES UNDER WHICH PREPAID CREDIT EXPIRES AND IS NON-REFUNDABLE (SECTION 10). THEY ALSO INCORPORATE THE ACCEPTABLE USE POLICY (ANNEX A), THE DATA PROCESSING ADDENDUM (ANNEX B) AND THE SERVICE MODE TERMS (SCHEDULE 1).

The Data Processing Addendum (Annex B), the Sub-processor List (Annex D) and the Standard Contractual Clauses (Annex E) are published on the Data Processing Agreement page.

Part A — Terms of Service

1. Introduction, parties and structure of the Agreement

1.1 These Terms of Service (the "Terms") are a legally binding agreement between [Infinia Legal Entity Name], a company incorporated in [●] with registered number [●] and registered office at [●] ("Infinia", "we", "us" or "our"), and the person or organisation that accepts them ("Customer", "you" or "your"). They govern access to and use of Xailon Token Factory, Infinia's sovereign inference and AI control-plane platform, including the portal, the application programming interfaces, the model catalogue, the Documentation and all related software, tools and services that Infinia makes available (together, the "Service").

1.2 The following documents are incorporated into and form part of these Terms, and together with any Order Form constitute the entire agreement between the parties in respect of the Service (the "Agreement"): (a) Schedule 1 (Service Mode Terms); (b) Annex A (Acceptable Use Policy); (c) Annex B (Data Processing Addendum); (d) Annex C (Retention Schedule); (e) Annex D (Sub-processor List); (f) Annex E (Standard Contractual Clauses — completed annexes), which applies only to the processing described in Section B.6.2; (g) the Service Level Agreement for each Service Mode as published at [SLA URL] (the "SLA"); (h) the Privacy Notice published at [Privacy URL] (the "Privacy Notice"); (i) the Model Terms referred to in Section 7; and (j) the technical documentation, rate list and policies published at [Documentation URL] (the "Documentation"), each as updated from time to time in accordance with Section 22.

1.3 Order of precedence. If there is a conflict between the documents forming the Agreement, the following order applies, the earlier prevailing over the later: (a) a Master Services Agreement or other agreement signed by authorised representatives of both parties that expressly states it overrides these Terms (an "MSA"); (b) an Order Form signed or electronically accepted by both parties; (c) Annex E (Standard Contractual Clauses), to the extent of any conflict and only in respect of the transfers it governs; (d) Annex B (Data Processing Addendum), but only in respect of the processing of Personal Data; (e) the body of these Terms; (f) Schedule 1; (g) Annex A; (h) Annex C; (i) Annex D; (j) the Privacy Notice, but only in respect of Personal Data for which Infinia is a controller; (k) the SLA; (l) the Documentation. Model Terms govern the use of the relevant Model to the extent the Model Provider requires, as described in Section 7.

1.4 Enterprise customers. These Terms are the default contract for every use of the Service, including use by enterprise, public-sector and Zone Operator customers, unless and until an MSA is signed. Where an MSA is signed, these Terms continue to apply to any matter the MSA does not address, and any use of the Service by the Customer outside the scope of the MSA is governed by these Terms alone.

1.5 Self-serve customers. If you access the Service through the portal without a signed Order Form, your Order Form is the set of purchases, reservations and configuration choices you make in the portal, each of which is recorded in your account and billing history, and each of which you accept by completing the relevant purchase or activation step.

1.6 No other terms. Any terms that the Customer seeks to impose or incorporate, including terms in a purchase order, vendor-onboarding portal, supplier code or invoice acknowledgement, are excluded and have no effect, even if Infinia processes the purchase order or is registered on the portal.

2. Definitions and interpretation

2.1 In the Agreement the following capitalised terms have the meanings set out below. Other capitalised terms are defined where they first appear.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty per cent of the voting interests or the power to direct management and policies.

"Applicable Law" means all laws, regulations, regulatory requirements, binding codes of practice and orders of any court or authority of competent jurisdiction that apply to a party, to the Service or to the Customer Content, including Data Protection Law, Export Control Law and AI Law.

"AI Law" means any law or regulation governing the development, placing on the market, deployment or use of artificial intelligence systems, including Regulation (EU) 2024/1689 (the EU Artificial Intelligence Act) and any equivalent legislation in the UAE, India or another jurisdiction in which the Customer deploys the Service.

"Authorised User" means an individual whom the Customer permits to access its Organisation, whether as an Owner, Admin or Developer, or through an application the Customer operates.

"Batch" has the meaning given in Schedule 1.

"Biometric Data" means Personal Data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person which allows or confirms the unique identification of that person, including a voiceprint, voice model or faceprint, and includes biometric identifiers and biometric information as those terms are used in Applicable Law.

"Credit" means the prepaid, US-dollar-denominated balance recorded in the Customer's account and available to be drawn down against Fees, whether Purchased Credit, Promotional Credit, Service Credit or Contracted Credit, each as defined in Section 10.

"Customer Content" means Inputs and Outputs together, and any Customer Model, dataset, file or other material that the Customer or its Authorised Users submit to or generate through the Service.

"Customer Model" means a model, adapter, fine-tuned checkpoint or model weights supplied by the Customer for deployment on the Service, including through a Bring-Your-Own-Model feature.

"Data Protection Law" means all Applicable Law relating to privacy and the processing of Personal Data, including Regulation (EU) 2016/679 (GDPR), the UK GDPR and Data Protection Act 2018, the ADGM Data Protection Regulations 2021, UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, the Indian Digital Personal Data Protection Act 2023, and any implementing or successor legislation.

"Dedicated Model Inference" has the meaning given in Schedule 1.

"Documentation" has the meaning given in Section 1.2.

"Export Control Law" means all Applicable Law relating to export, re-export, transfer and import controls, trade embargoes and economic or financial sanctions, including those of the United Arab Emirates, the United Nations Security Council, the European Union, the United Kingdom and the United States.

"Fees" means all amounts payable to Infinia under the Agreement, including consumption charges, capacity charges, professional-services fees and applicable Taxes.

"GPU Cluster" has the meaning given in Schedule 1.

"High-Risk Use" means any use of the Service or Output in a context where failure or inaccuracy could reasonably be expected to result in death, personal injury, severe environmental or property damage, or the deprivation of a person's legal rights, liberty or essential services, and any use classified as high-risk or prohibited under AI Law.

"Input" means any prompt, text, image, audio, file, embedding request, parameter, system instruction, tool definition or other data submitted to the Service by or on behalf of the Customer.

"Model" means a machine-learning model made available through the Service, whether an open-weight model listed in the catalogue, a model supplied by a Model Provider under commercial terms, or a Customer Model.

"Model Provider" means the person that licenses or otherwise makes a Model available for inclusion in the Service, including the publisher of an open-weight model.

"Model Terms" means the licence, acceptable use policy and other terms that a Model Provider applies to a Model, as identified in the Model Catalogue.

"Order Form" means an ordering document, quote or in-portal purchase or reservation that references the Agreement and specifies the Service Modes, capacity, rates, term and other commercial details.

"Organisation" means the Customer's tenant within the Service, comprising its projects, Authorised Users, API keys, billing identity, spend controls and Region Scope.

"Output" means any content, token stream, embedding, completion, classification, function call or other result generated by a Model in response to an Input.

"Personal Data" has the meaning given in Annex B.

"Privacy Notice" means the notice published at [Privacy URL] describing the Personal Data that Infinia processes as a controller in its own right, including account, billing, identity-verification, support and website data.

"Retention Schedule" means Annex C, which states every retention period referred to in the Agreement.

"Stored Object" means Customer Content that the Customer elects to store through a feature of the Service that expressly provides for storage, including Batch input and output files, uploaded datasets and files, Customer Models and Fine-Tuned Models. Inputs and Outputs are not Stored Objects.

"Sub-processor List" means Annex D, as updated in accordance with Section B.5.2.

"Region Scope" means the set of Sovereign Zones within which the Customer's Admin has configured the Organisation, or a particular project or API key, to be served.

"Reserved Throughput" has the meaning given in Schedule 1.

"Serverless" has the meaning given in Schedule 1.

"Service Mode" means each of Serverless, Batch, Reserved Throughput, Dedicated Model Inference and, when made available, GPU Clusters.

"Sovereign Zone" or "Zone" means a physical and logical deployment of the Service, comprising both the inference plane and the control plane, located within a defined country or jurisdictional bloc and identified as such in the Documentation.

"Taxes" means all value added, goods and services, sales, use, withholding, digital-services and similar taxes, duties and levies, other than taxes on Infinia's net income.

"Usage Data" means data generated by the operation of the Service that does not include the content of Inputs or Outputs, including request timestamps, model identifiers, token counts, latency, error codes, routing decisions, attestation records, API-key identifiers, region identifiers and billing records.

"Zone Operator" means a third party that hosts, supplies compute for or operates a Sovereign Zone under agreement with Infinia.

2.2 In the Agreement, headings are for convenience only and do not affect interpretation; "including" and similar expressions are illustrative and do not limit the words that precede them; references to a Section, Schedule or Annex are to those of these Terms unless stated otherwise; "written" and "in writing" include email and in-portal notices; and the singular includes the plural and vice versa.

3. Eligibility, accounts and organisations

3.1 Business use only. The Service is offered exclusively to businesses, public bodies, academic and research institutions and individuals acting in the course of a trade, business, profession or research activity. The Service is not offered to consumers, and by accepting these Terms you represent that you are not acting as a consumer.

3.2 Age and capacity. You must be at least eighteen years old and have the legal capacity to enter into a binding contract in your jurisdiction. Infinia may refuse registration or close any account that does not meet this requirement.

3.3 Representations on registration. By registering you represent and warrant that: (a) all registration, billing-identity and know-your-customer information you provide is complete, accurate and kept up to date; (b) you have not previously been suspended or removed from the Service; (c) neither you nor any of your Affiliates, owners or Authorised Users is a Restricted Party under Section 23; and (d) your use of the Service will comply with Applicable Law.

3.4 Authentication. Access to the portal is by federated sign-in through the identity providers listed in the Documentation. You are responsible for the security of your identity-provider account and for any multi-factor or conditional-access controls your organisation applies to it. Infinia does not issue or store passwords for the portal.

3.5 Organisations, roles and Authorised Users. The Service is organised around Organisations. The individual who creates an Organisation is its first Owner. Owners and Admins may invite Authorised Users and assign them the Owner, Admin or Developer role described in the Documentation. The Customer is responsible for every act and omission of its Authorised Users, and of any end user of an application the Customer operates using the Service, as if it were the Customer's own, and must ensure that each of them complies with the Agreement and the applicable Model Terms. There is no charge per Authorised User.

3.6 Billing identity. Before purchasing Credit or being invoiced the Customer must provide a billing identity consisting of its legal entity name, registration number, tax identification number and address. Infinia may verify this information and may decline to transact with a Customer whose billing identity cannot be verified.

3.7 Identity verification (KYC). Infinia performs identity, ownership and sanctions verification through a third-party verification provider identified in the Documentation. Verification is required before a Customer may (a) prepay more than the threshold stated in the Documentation (currently USD 1,000) in any calendar month, (b) be approved for postpaid invoicing, (c) purchase Reserved Throughput, Dedicated Model Inference or GPU Clusters, or (d) in any other case where Infinia reasonably considers verification necessary to comply with Applicable Law or manage risk. The Customer must promptly supply the information, documents and confirmations requested. Infinia may suspend the relevant functionality, or the account, until verification is complete, and may decline to proceed if verification fails.

3.8 One Organisation per legal entity for billing purposes. The Customer may operate multiple Organisations, but may not create Organisations or accounts to evade spend controls, credit limits, KYC thresholds, suspension or any other limit imposed under the Agreement.

3.9 Account security. The Customer must keep its account, identity-provider credentials and API credentials confidential and must notify Infinia at [security@●] immediately, and in any event within twenty-four hours, upon becoming aware of any actual or suspected unauthorised access to or use of its Organisation. Infinia is not liable for any loss arising from unauthorised use of the Customer's account or credentials, except to the extent the unauthorised use is directly caused by Infinia's breach of the Agreement.

4. Access to the Service and API credentials

4.1 Grant of access. Subject to the Agreement and payment of the Fees, Infinia grants the Customer a non-exclusive, non-transferable, non-sublicensable (except to Authorised Users and to end users of the Customer's applications as expressly permitted) right during the Term to access and use the Service, within the Customer's Region Scope, for the Customer's internal business purposes and for the purpose of developing and operating applications that the Customer offers to its own customers.

4.2 API keys and tokens. The Customer creates and manages API keys, personal access tokens and other credentials ("API Credentials") within its Organisation. Each API Credential is bound to a project and to a Region Scope and may be further restricted by model allow-list, spend cap and rate limit. The Customer is solely responsible for the confidentiality and security of its API Credentials and for all consumption, Fees and activity generated through them, whether or not authorised by the Customer, including consumption caused by misconfigured or runaway workloads and consumption following the leak or compromise of an API Credential, except to the extent directly caused by Infinia's breach of the Agreement. The Customer must revoke any API Credential it suspects has been compromised without delay.

4.3 Consumption record. All consumption is metered to a single authoritative record maintained within the Sovereign Zone in which the request was served. In any dispute about consumption or Fees, that record is conclusive absent manifest error.

4.4 No commercial rate limits; abuse protection. Infinia does not impose commercial rate limits on consumption: consumption is bounded only by the Customer's Credit, spend limits and credit limit. Infinia does apply throttles and safety mechanisms designed to stop runaway, abusive or malicious traffic and to protect the Service and other customers. These mechanisms are not tiered and cannot be removed commercially. Infinia may also apply temporary limits during incidents or capacity constraints.

4.5 Suspension, revocation and limitation of credentials. Infinia may suspend, revoke or limit any API Credential or account access, with or without notice, where it reasonably believes this is necessary to protect the Service, its infrastructure, other customers, a Model Provider, a Zone Operator, Infinia or any third party, or to comply with Applicable Law or a request from a competent authority. Infinia will notify the Customer and restore access as soon as reasonably practicable once the cause has been addressed.

4.6 Compatible interfaces. The Service exposes APIs that are designed to be compatible with published third-party API specifications. Compatibility is provided for the Customer's convenience only. Infinia does not warrant complete equivalence with any third-party interface, is not affiliated with or endorsed by any third party whose interface is emulated, and may change the compatibility surface in accordance with Section 22.

4.7 Software development kits and sample code. Any SDK, client library, sample code or reference implementation that Infinia makes available is licensed under the open-source or other licence stated with it or, where none is stated, under the licence in this Section 4.1, and is provided as-is under Section 18.

5. The Service and Service Modes

5.1 Description. The Service provides inference on Models, a management portal and API, identity and access management, metering and billing, audit logging, residency controls and related features, delivered from Sovereign Zones. The published model catalogue available within the Customer's Region Scope, via the published API, constitutes the scope of what the Customer may access.

5.2 Service Modes. The Service is sold in the Service Modes described in Schedule 1. Each Service Mode carries its own commitments, exclusions, billing basis, minimum term and cancellation rules, all set out in Schedule 1 and the SLA. Where this Part A and Schedule 1 both address a matter, Schedule 1 governs for the Service Mode concerned.

5.3 Planned Service Modes. Any Service Mode, feature or capability marked as planned, coming soon, beta, preview or similar in Schedule 1 or the Documentation is not contractually offered until Infinia notifies the Customer that it is generally available or the Customer accepts an Order Form for it. Section 16 applies to beta and preview features.

5.4 Changes to the Service. Infinia may modify the Service, including by adding, changing or removing Models, features, regions and interfaces, provided that it does not materially reduce the core functionality of a Service Mode that the Customer has paid for during its committed term. Section 7.7 governs Model deprecation. Section 22 governs changes to the Agreement.

5.5 Documentation and configuration. The Customer is solely responsible for its selection of Models, Service Modes, Sovereign Zones, parameters and account configuration, including permissions, spend controls, Region Scope and logging settings, and for determining whether the Service, a Model and the resulting Output are suitable for the Customer's intended use, including any regulated, safety-critical or customer-facing use.

6. Sovereignty, residency and data handling

6.1 Region Scope and residency. Infinia will serve each request wholly within the Sovereign Zone or Zones comprising the Region Scope applicable to the API Credential that made it, and will keep the control plane for that request, including identity records, metering, routing decisions and audit logs, within the same Region Scope. Inputs and Outputs are not transmitted to, processed in or stored in any location outside the Region Scope.

6.2 Fail-closed refusal. A request that cannot be served within its Region Scope, whether because of capacity, Model availability, residency constraint or licensing restriction, will be refused with an error indication and will not be served from another region. The Customer acknowledges that this is a deliberate design property of the Service and that a refusal for this reason is not a failure of the Service or an SLA event, except as expressly provided in the SLA for Reserved Throughput.

6.3 Zero content retention. Infinia does not store, log, retain or otherwise persist Inputs or Outputs beyond the transient processing required to serve the request and return the response, and does not retain them after the response has been returned. Infinia does not read, inspect, review, filter, screen, sample or otherwise examine the content of any Input or Output, whether by human or by automated means, and has no ability to retrieve, reproduce or produce an Input or Output once the request has completed. This commitment is absolute and admits of no exception. The only records retained are Usage Data and Stored Objects, each retained for the period stated in Annex C and within the Region Scope.

6.4 No training on Customer Content. Infinia will not use Inputs, Outputs, Customer Models or any other Customer Content to train, retrain, fine-tune, evaluate or otherwise improve any Model or any machine-learning system, and will not permit any Model Provider, Zone Operator or other third party to do so through the Service. This Section 6.4 is not subject to opt-in and cannot be varied except by a written agreement signed by both parties.

6.5 Usage Data. Infinia collects and processes Usage Data to operate, secure, meter, bill, support and improve the Service, to attribute consumption to Model Providers and Zone Operators for settlement, to detect abuse and to produce aggregated statistics. Usage Data is retained within the Region Scope for the period stated in Annex C, and for as long as required by Applicable Law for billing and tax records, as Annex C also states. Infinia may use Usage Data in aggregated or de-identified form that does not identify the Customer, an Authorised User or any individual for any lawful purpose, including publishing aggregate platform statistics.

6.10 Integrity controls on Stored Objects. Section 6.3 prevents any examination of Inputs and Outputs. Stored Objects are different, because they rest on Infinia's infrastructure and can carry risk to the Service, to other customers and to third parties. Infinia therefore applies two controls, and only these two, to Stored Objects: (a) comparison of stored image, audio and video files against cryptographic hash lists of material identified by a competent authority or recognised child-protection organisation as child sexual abuse material, which returns only a match or no match and reveals nothing else about the file; and (b) structural scanning of Customer Models, Fine-Tuned Models and uploaded files for malware and for unsafe serialisation and deserialisation formats. Neither control reads, interprets or retains the substantive content of a Stored Object, neither is applied to Inputs or Outputs, and neither is used for any purpose other than the one stated. Infinia will describe both controls, and any change to them, in the Trust Centre.

6.11 Personal Data for which Infinia is a controller. In addition to the Customer Content that Infinia processes on the Customer's behalf under Annex B, Infinia processes Personal Data as a controller in its own right in order to administer the relationship, verify identity, meter and invoice, provide support, secure the Service and comply with Applicable Law. That processing is described in the Privacy Notice, which states the categories of data, the purposes and legal bases, the retention periods, the recipients, the transfer mechanisms and the rights available to individuals. Nothing in the Privacy Notice varies Sections 6.1 to 6.4 or Annex B.

6.6 Attestation and audit evidence. Where the Documentation states that a Sovereign Zone offers per-request attestation, signed residency exports or an immutable audit log, Infinia will make the relevant evidence available through the portal or API as described. Attestation depends on hardware and firmware supplied by third parties; Infinia does not warrant the security of that hardware or firmware beyond the commitments in Section 13, and the Customer is responsible for verifying attestation evidence against its own policies.

6.7 Personnel access. Infinia restricts operational and support access to production systems in each Sovereign Zone to personnel authorised for that Zone, applies least-privilege and logged access, and does not permit debugging or support activity that would break the commitments in Sections 6.1 to 6.4. Where the Documentation identifies the jurisdiction of operating personnel for a Zone, Infinia will give the Customer not less than thirty days' notice of a change that would move operational access outside that jurisdiction.

6.8 Government and legal requests. If Infinia or a Zone Operator receives a request or order from a governmental authority, court or law-enforcement body for access to Customer Content or Usage Data, Infinia will, unless legally prohibited, promptly notify the Customer, challenge any request that it reasonably considers overbroad or unlawful, disclose only the minimum required, and record the request in the transparency reporting described in the Documentation. Because Infinia does not retain Inputs or Outputs, Infinia will ordinarily have no Customer Content to disclose.

6.9 Customer responsibilities. The Customer is responsible for configuring its Region Scope, project and key settings so that they reflect the Customer's own legal and regulatory requirements, for confirming that the Sovereign Zone it selects is appropriate for the data it intends to process, and for any consequence of submitting Customer Content to a Zone that its own obligations do not permit.

7. Models, Model Terms and lifecycle

7.1 Model catalogue. Infinia makes Models available in the model catalogue published in the portal and Documentation (the "Model Catalogue"), which identifies for each Model its provider, licence, Model Terms, supported modalities, the Sovereign Zones in which it is available and any geographic or use restrictions. Infinia may add Models to, or subject to Section 7.7 remove Models from, the Model Catalogue at any time.

7.2 Model Terms are binding. The Customer must comply, and must ensure that its Authorised Users and the end users of its applications comply, with the Model Terms applicable to each Model it uses, including any attribution, acceptable-use, redistribution, geographic and field-of-use restrictions, and any obligation that flows down to downstream users of the Model or of derivative works. The Customer is solely responsible for reviewing the Model Terms before using a Model and for determining that its use is permitted. Model Providers may amend their Model Terms; the Customer's continued use of a Model after Infinia publishes or links to the amended Model Terms constitutes acceptance of them.

7.3 Restricted Models. Some Model Providers prohibit use of their Models by persons in, or nationals of, certain countries, or by certain categories of entity or for certain purposes ("Restricted Models"). The Customer must not access or attempt to access a Restricted Model in breach of those restrictions, including by using a VPN, proxy, misdeclared location or another Customer's account, and must not circumvent any safeguard Infinia applies to enforce them. Breach of this Section 7.3 is a material breach that entitles Infinia to suspend or terminate immediately.

7.4 Conflicts. As between the Customer and Infinia, the Agreement governs. As between the Customer and a Model Provider, the Model Terms govern the Customer's use of that Model to the extent the Model Provider requires. Nothing in the Agreement modifies, waives or limits any Model Terms, and Infinia gives no warranty that any Model Terms are accurate, current or enforceable, or that links to them are correct, although Infinia will use reasonable efforts to keep the Model Catalogue accurate.

7.5 Model Provider requirements and enforcement. The Customer will promptly supply any information, certification or confirmation that Infinia reasonably requests to demonstrate compliance with Model Terms. Infinia may suspend, restrict or disable the Customer's access to any Model where it reasonably believes the Customer is in breach of the Model Terms, where a Model Provider so requires or requests, or where continued availability would expose Infinia or a Zone Operator to legal risk. Infinia will use commercially reasonable efforts to give advance notice but does not guarantee it, and is not liable for any suspension, removal or degradation of a Model that results from the acts or requirements of a Model Provider.

7.6 Model Providers as third-party beneficiaries. Each Model Provider is an intended third-party beneficiary of Sections 7, 8.4, 9, 19.1 and 20, to the extent those provisions relate to the Customer's access to and use of that provider's Model, and may enforce them directly against the Customer.

7.7 Model lifecycle and deprecation. Infinia will give not less than the deprecation notice period stated in Annex C for the relevant Model tier (and in any event not less than thirty days for a generally available Model, and ninety days for a Model that is the subject of an active Reserved Throughput or Dedicated Model Inference commitment) before retiring a Model from a Sovereign Zone, will name a successor Model where one exists, and will describe the migration path. Version-pinned requests must be migrated by the Customer before the stated sunset date, after which they will be refused. Infinia may shorten the notice period where the Model Provider withdraws the Model, where the Model is found to present a material security, legal or safety risk, or where Applicable Law so requires, in which case Infinia will give as much notice as is reasonably practicable.

7.8 Customer Models. Where the Service permits the Customer to deploy a Customer Model, the Customer (a) is solely responsible for the Customer Model, including its provenance, licensing, safety, export-control classification and fitness for purpose; (b) represents and warrants that it has all rights necessary to deploy the Customer Model on the Service and to grant the licence in Section 8.3; (c) grants Infinia the licence in Section 8.3 in respect of the Customer Model; and (d) acknowledges that Infinia applies the structural scanning described in Section 6.10(b) to Customer Models, and may refuse or remove any Customer Model that fails that scan or that Infinia reasonably believes is unlawful or a breach of the Agreement. That scan is structural only and does not involve any examination of the substantive content of the Customer Model.

7.9 Fine-tuned models. Where Infinia offers fine-tuning, any model weights, adapters or checkpoints produced by fine-tuning a base Model on the Customer's data (a "Fine-Tuned Model") are Customer Content as between the Customer and Infinia, subject always to the Model Terms of the base Model, which may impose conditions on derivative models. Infinia will not use a Fine-Tuned Model for any purpose other than serving the Customer, and will delete it in accordance with Section 21.6 and Annex B on termination or on the Customer's instruction.

8. Customer Content: Inputs and Outputs

8.1 Ownership. As between the parties, the Customer retains all right, title and interest in and to its Inputs. Infinia does not claim ownership of Outputs and, to the extent Infinia has any rights in Outputs, assigns them to the Customer on generation, subject to the Model Terms of the Model that generated them. The Customer acknowledges that (a) Outputs are generated by statistical models and may not be unique, so that the same or similar Outputs may be generated for other customers, and no Customer acquires rights in Output generated for another; (b) the extent to which Output is protectable by copyright or other rights varies by jurisdiction and Infinia gives no warranty about it; and (c) Output does not confer any right in the Service, any Model or any Infinia or Model Provider intellectual property.

8.2 Responsibility for Customer Content. The Customer is solely responsible for its Customer Content, for its use of Outputs, and for the lawfulness, accuracy, appropriateness and consequences of both. Content passes through the Service unmoderated. Infinia does not monitor, review, filter or moderate Inputs or Outputs and, as provided in Section 6.3, has no capability to do so; the Customer must not rely on Infinia to detect, prevent or remedy any unlawful, harmful or infringing content. Infinia's only examination of Customer Content is the two integrity controls applied to Stored Objects under Section 6.10, and Infinia may refuse, block or remove a Stored Object, or suspend or terminate access under Section 21, on the basis of what those controls return or of any other information lawfully available to it. Enforcement of Annex A otherwise proceeds on Usage Data, on reports made under Section A.7 and on information the Customer supplies, not on inspection of content.

8.3 Licence to Infinia. The Customer grants Infinia and its sub-processors a non-exclusive, worldwide, royalty-free licence during the Term to receive, transmit, process, cache transiently, reproduce and, where a storage feature is used, store Customer Content, solely to the extent necessary to provide, secure and support the Service in accordance with the Agreement and the Customer's instructions. This licence does not permit the use described in Section 6.4 and terminates automatically when the relevant Customer Content is deleted or the Agreement ends, save for transient copies in the course of deletion.

8.4 Customer warranties. The Customer represents and warrants that (a) it owns or has obtained all rights, licences, consents and permissions, including any consents required under Data Protection Law and any notices to data subjects, necessary to submit its Inputs and Customer Models to the Service and to grant the licence in Section 8.3; (b) its Inputs, Customer Models and its intended use of Outputs do not and will not infringe, misappropriate or violate any intellectual-property, privacy, publicity, confidentiality or other right of any person or breach Applicable Law; and (c) it will not submit Inputs that it is prohibited by Applicable Law or by contract from disclosing to a processor located in the relevant Sovereign Zone.

8.5 Sensitive and regulated data. The Service is designed for regulated workloads, and the Customer may submit Personal Data, including special categories of Personal Data, health data and financial data, provided that the Customer (a) has selected a Sovereign Zone appropriate for that data, (b) has executed Annex B and any additional jurisdiction-specific terms that the Documentation requires, (c) has the legal basis and consents required, and (d) complies with all Applicable Law relating to that data. The Customer must not submit payment-card primary account numbers, security codes or other cardholder data unless the Documentation confirms that the relevant Sovereign Zone and Service Mode are validated for that purpose. Infinia is not a covered entity or business associate under any healthcare law, and does not accept any obligation as such except in a signed agreement.

8.6 Files, datasets and stored objects. Where the Customer uses a feature that stores files, datasets, Batch inputs or outputs, or other objects, those objects are Customer Content, are stored within the Region Scope, are retained until the Customer deletes them or for the period stated in Annex C, and are subject to the size, type and frequency limits stated in the Documentation. Stored Objects are subject to the integrity controls in Section 6.10. The Customer is responsible for maintaining its own copies. Infinia is not liable for loss, corruption or unavailability of stored objects except to the extent caused by its gross negligence or wilful misconduct.

8.7 Output disclaimer and human oversight. Output is generated automatically and may be inaccurate, incomplete, offensive, biased, out of date or otherwise unsuitable, and may appear authoritative while being wrong. The Customer must not rely on Output as a sole basis for any decision affecting a person's legal rights, safety, health, finances, employment, education, access to essential services or similar interests without appropriate human review, and must implement the human oversight, testing, monitoring, logging and transparency measures that Applicable Law, including AI Law, requires of a deployer of AI systems in its context. The Customer is the deployer, and where applicable the provider, of any AI system it builds using the Service for the purposes of AI Law. Infinia is not the deployer or the provider of the Customer's AI system, and nothing in the Agreement makes it so. Infinia's own role in respect of the Models it makes available in the Model Catalogue, including whether it acts as a distributor, importer or provider of any Model in a given jurisdiction, is determined by AI Law and not by this Section 8.7; Infinia will comply with the obligations that attach to whatever role it occupies, will state in the Model Catalogue the role it understands itself to occupy for each Model, and will make available in the Trust Centre the documentation and instructions for use that a deployer requires from it under AI Law.

8.8 Location signals. Where the Service passes information about the geographic origin of a request to a Model or Model Provider for compliance purposes, Infinia will use reasonable efforts to pass accurate information but does not warrant its accuracy and is not liable for any consequence of inaccuracy attributable to network topology or Customer configuration.

8.9 Biometric Data. Certain Models in the Model Catalogue accept image, audio or video Inputs, or generate them as Outputs, and certain of those Models perform processing that constitutes the processing of Biometric Data, including voice cloning, voice conversion, speaker identification, voice-preserving translation and the generation of a likeness of a person's face from a sample. The Model Catalogue identifies each Model that performs such processing. Where the Customer uses such a Model: (a) the Customer is the controller of the resulting Biometric Data and is responsible for identifying a condition under Article 9 of the GDPR or the equivalent provision of the applicable Data Protection Law, which will in most cases be the explicit consent of the individual concerned; (b) the Customer must not submit the voice, face or likeness of any individual other than itself without that individual's informed, specific and documented consent, obtained in the form Applicable Law requires, and must be able to evidence that consent on request; (c) the Customer acknowledges that certain jurisdictions impose additional written-notice, consent, retention-schedule and non-disclosure requirements in respect of biometric identifiers, and that compliance with them is the Customer's responsibility; and (d) because of Section 6.3, Infinia does not extract, derive, generate, store or retain any biometric identifier, template, voiceprint or faceprint from an Input or Output, and acts solely as a conduit between the Customer and the Model within the Sovereign Zone. Where the Customer stores image, audio or video material as a Stored Object, Section 6.10 applies to it and Annex C states the retention period.

9. Acceptable use

9.1 The Customer must comply, and must ensure that its Authorised Users and end users comply, with the Acceptable Use Policy in Annex A, which forms part of the Agreement. Infinia may update Annex A in accordance with Section 22; where a change is required to respond to a new legal requirement or a material risk of harm, it may take effect on publication.

9.2 Without limiting Annex A, the Customer must not: (a) resell, sublicense, rent, lease, time-share or otherwise make the Service available to third parties as a stand-alone inference service or as a substitute for the Service, other than as embedded functionality within the Customer's own application and other than under a written reseller, white-label or Zone Operator agreement with Infinia; (b) use the Service to develop, train or benchmark a competing inference service, or publish comparative benchmarks of the Service without Infinia's prior written consent, other than as permitted by Applicable Law; (c) reverse engineer, decompile or disassemble any part of the Service except to the extent Applicable Law expressly permits notwithstanding this restriction; (d) probe, scan or test the vulnerability of the Service, or circumvent any security, authentication, residency, attestation, metering or rate-limiting control, other than under Section 9.3; (e) interfere with the integrity or performance of the Service or with any other customer's use of it; (f) introduce malicious code; or (g) attempt, encourage or assist any of the foregoing.

9.3 Security research and red-teaming. Prompt injection, jailbreaking, model extraction and other adversarial testing of Models or of the Service are prohibited unless Infinia has approved them in writing in response to a request submitted at [security@●] describing the scope, method, duration and purpose. Infinia will use reasonable efforts to respond within five business days. Approval is discretionary, may be conditioned, and does not waive any Model Terms. Responsible disclosure of vulnerabilities discovered in the ordinary course of use is welcome at the same address and, where made in good faith and in accordance with the Documentation's disclosure policy, will not be treated as a breach of Section 9.2(d).

9.4 Enforcement. Infinia may investigate any suspected breach of this Section 9 or Annex A, may cooperate with law enforcement and competent authorities, and may suspend or terminate access under Section 21. Infinia's rights under this Section 9 are without prejudice to any other right or remedy.

10. Fees, Credit and payment

10.1 Rates. Fees for consumption are calculated at the rates published in the rate list in the Documentation for the applicable Model, Service Mode and Sovereign Zone at the time the request is served (the "Published Rates"), unless an Order Form specifies different rates. Published Rates are not negotiated and may differ by Sovereign Zone. Fees for capacity-based Service Modes are as stated in the Order Form. The cost of each request is reported in the API response and in the portal.

10.2 Currency. All pricing, balances, invoices and settlement are denominated in United States dollars. Any conversion by the Customer's bank or card issuer, and any associated fees or exchange-rate loss, is outside Infinia's pricing and is the Customer's responsibility.

10.3 Payment instruments. The Customer funds consumption either by prepaid Credit or, if approved under Section 10.12, by postpaid monthly invoice. Capacity charges for Reserved Throughput, Dedicated Model Inference and GPU Clusters are always invoiced. The Customer must maintain the funding required for each Service Mode as described in Schedule 1, including funded Credit or postpaid headroom for traffic above a reservation.

10.4 Purchasing Credit. Credit is purchased through the hosted payment page of Infinia's payment provider. Infinia does not see or store card details. Purchased Credit is spendable immediately upon successful payment; Credit funded by bank transfer or another delayed method is available only once funds have cleared. Infinia may set a minimum purchase amount and maximum per-transaction amount, stated in the Documentation. Volume purchases are expressed as additional Credit granted, not as a reduced charge, and the additional Credit is Promotional Credit for the purposes of Section 10.8.

10.5 Nature of Credit. Credit is a prepayment for Services. It is not money, electronic money, a stored-value instrument, a deposit or a security; it has no cash value except as expressly provided in Section 10.7; it accrues no interest; it confers no property right; it may not be transferred between Organisations or to any third party; and it may be used only to pay Fees within the Service. Infinia may hold Credit in any manner it chooses and is not obliged to segregate funds.

10.6 Credit expiry. All Credit expires. (a) Purchased Credit expires twelve months from the date of purchase; each purchase carries its own expiry, and a later purchase does not extend an earlier one. (b) Promotional Credit expires on the date stated when it is granted, and in any event no later than twelve months after grant. (c) Service Credit expires twelve months from issue. (d) Contracted Credit expires at the end of the contract term to which it relates. Non-use of the Service does not pause or extend any expiry. Credit is consumed in the following order: Promotional Credit before Purchased Credit; within each type, the earliest-expiring grant first; where expiry dates match, the oldest grant first. Infinia will notify the Owners, Admins and billing contact by email and in the portal not less than thirty days and again not less than seven days before any grant expires, stating the amount and date. On expiry the unspent balance of that grant is voided, is recorded in the Customer's credit history and cannot be spent, reinstated or refunded.

10.7 Refunds. Credit purchases are non-refundable, and Infinia has no obligation to refund any Credit, except that Infinia will refund: (a) a duplicate or accidental purchase reported within twenty-four hours of the transaction, to the extent unspent; (b) any amount charged as a result of Infinia's own billing error; (c) any amount charged after the Customer's account has been closed; (d) unspent Purchased Credit where Infinia terminates the Agreement other than for the Customer's breach, as provided in Section 21.5; and (e) unspent Purchased Credit where Infinia becomes unable to serve the Customer for regulatory or sanctions reasons not attributable to the Customer. Any other refund is at Infinia's sole discretion, is not an entitlement, and where granted is made to the original payment method. Change of mind, project cancellation, expiry of Credit, consumption by the Customer's own code including runaway workloads, dissatisfaction with Output, migration to another provider and unspent Credit at voluntary closure are not grounds for refund. Where Infinia has failed to meet a commitment, the remedy is Service Credit under the SLA, not a cash refund.

10.8 Promotional Credit. Infinia may grant starter, campaign, referral, migration, startup, academic or other promotional credit ("Promotional Credit") on the conditions stated when it is offered. Promotional Credit has no cash value, is non-refundable, non-transferable and non-exchangeable, may not be applied against Taxes, may be subject to eligibility verification, and may be withdrawn if obtained through misrepresentation or in breach of its conditions. Infinia may modify or discontinue a promotional programme prospectively but will not retroactively reduce unexpired Promotional Credit already granted except where the grant was obtained in breach of its conditions or Applicable Law so requires. Where a separate programme agreement applies, it governs the Promotional Credit in the event of conflict.

10.9 Automatic top-up. The Customer may opt in to automatic top-up of Credit when the balance falls below a threshold the Customer sets. Automatic top-up is off by default. It is subject to the guardrails stated in the Documentation, including a maximum number of top-ups per day, a maximum single amount, a daily ceiling and a cool-off period after a failed charge, each of which the Customer may tighten but not exceed. By enabling automatic top-up the Customer authorises Infinia and its payment provider to charge the nominated payment method accordingly. Infinia will notify the Customer immediately if an automatic charge fails and is not liable for any interruption of service that results from a failed automatic charge.

10.10 Credit exhaustion. When Credit reaches zero and no postpaid headroom exists, the Service stops serving requests that would draw on Credit. A streaming response in progress stops at the point of exhaustion and only the consumption actually served is charged. Nothing is served that cannot be billed, and Infinia will not invoice for consumption it declined to serve.

10.11 Spend controls. Owners and Admins may set spend limits at Organisation and project level. A project limit cannot exceed the Organisation limit. When a limit is reached the relevant scope stops serving until the limit is raised; Infinia does not throttle below a limit. Spend limits are financial controls set by the Customer for its own protection and their operation is not an SLA event. Warnings are sent at the thresholds stated in the Documentation.

10.12 Postpaid invoicing. Infinia may, at its discretion and subject to identity and ownership verification, a credit assessment and any additional signed terms it requires, approve a Customer for postpaid invoicing and set a credit limit. The credit limit is the maximum amount the Customer may owe at any time and is Infinia's risk control, not the Customer's budget; when it is reached, consumption stops across the whole Organisation until the balance is settled or Infinia raises the limit. Invoices are issued shortly after the close of each monthly billing cycle and are payable in full within thirty days of the invoice date by bank transfer or card. A Customer may return to prepaid only after settling its outstanding balance in full. Infinia may withdraw postpaid approval, reduce a credit limit or require security or prepayment at any time on notice where its assessment of credit risk changes.

10.13 Late payment. If any invoiced amount is not paid when due, Infinia may (a) send reminders at the due date and seven days thereafter; (b) after a grace period ending fourteen days after the due date, suspend new consumption and disable the Customer's API Credentials from the fifteenth day; (c) charge interest on the overdue amount at the lower of one and a half per cent per month and the maximum rate permitted by Applicable Law, accruing daily from the due date until payment; (d) refer the debt to collections from the thirtieth day and recover its reasonable costs of collection, including legal fees; and (e) set off any amount the Customer owes against any amount Infinia owes the Customer. Suspension is lifted promptly on payment. Suspension for non-payment does not terminate any Reserved Throughput, Dedicated Model Inference or GPU Cluster commitment, and the capacity charges for those commitments continue to accrue during suspension as provided in Schedule 1, because the capacity remains committed on the Customer's behalf.

10.14 Invoice disputes. The Customer must notify Infinia of any good-faith dispute of an invoice, with reasonable detail, within fifteen days of the invoice date. The disputed amount remains owed until the dispute is resolved, but Infinia will not suspend the Customer solely for non-payment of an amount that is the subject of an open good-faith dispute raised within that period. The undisputed portion must be paid when due. Infinia will investigate against the consumption record referred to in Section 4.3, and the parties will cooperate in good faith to resolve the dispute within thirty days.

10.15 Taxes. Fees are exclusive of Taxes. The Customer is responsible for all Taxes arising from its purchases, other than taxes on Infinia's net income. If the Customer is required by Applicable Law to withhold or deduct any amount from a payment, it must gross up the payment so that Infinia receives the full amount it would have received absent the withholding, and must supply Infinia with evidence of payment of the withheld amount to the relevant authority. The Customer must provide a valid tax identification number and any exemption certificate on which it relies; if it fails to do so Infinia may charge Taxes at the applicable rate.

10.16 Price changes. Infinia will give not less than thirty days' notice by email and in the portal of any increase in Published Rates or the introduction of a new Fee. Reductions in Published Rates take effect immediately and apply to all Customers. Rates specified in an Order Form are fixed for the term of that Order Form. Fees for a request are determined by the Published Rates in force when the request is served.

10.17 Payment-provider terms. Payment is processed by a third-party payment provider whose terms apply to the payment transaction. The Customer is responsible for any chargeback, reversal or payment-provider fee caused by its own act, and Infinia may suspend an account against which a chargeback is raised pending resolution and may recover reversed amounts and associated fees as a debt.

11. Service levels and support

11.1 Service levels. Infinia's availability, throughput and other service-level commitments, and the Service Credits payable for failing to meet them, are set out in the SLA applicable to each Service Mode. Serverless and Batch carry no throughput, latency or availability commitment except as expressly stated in the SLA. The SLA sets out the sole and exclusive remedy for any failure to meet a service-level commitment.

11.2 Service Credits. Service Credits are issued to the Customer's account, not paid in cash, expire under Section 10.6(c), and for Reserved Throughput may be issued as additional reserved capacity time rather than Credit. Infinia will issue Service Credits proactively where it can identify affected Customers; the Customer may also claim within the period stated in the SLA. Service Credits are not payable in respect of unavailability caused by the Customer, by Customer configuration including Region Scope and spend controls, by a Model Provider's withdrawal of a Model, by force majeure, by scheduled maintenance notified in accordance with the SLA, or by suspension permitted under the Agreement.

11.3 Support. Infinia provides the support described in the Documentation for the Customer's plan. Support requests are raised through the portal or at [support@●]. Enhanced support tiers, onboarding and solution engineering are available under an Order Form.

11.4 Status and incident communication. Infinia will publish service status and incident notices at the location stated in the Documentation and will send technical notifications to the technical contacts recorded in the Organisation. The Customer must keep its contacts current.

12. Reserved capacity commitments

12.1 Capacity Service Modes. Reserved Throughput, Dedicated Model Inference and GPU Clusters (the "Capacity Modes") are commitments to hold capacity for the Customer for a term, and the Customer pays for the capacity whether or not it uses it. The specific terms of each Capacity Mode are in Schedule 1 and the Order Form.

12.2 No cancellation within term. Except where Schedule 1 or the Order Form expressly permits, the Customer may not cancel or reduce a Capacity Mode commitment during its term. Non-renewal requires notice before the end of the term as stated in the Order Form. Unused capacity does not roll over and is not credited or refunded.

12.3 Sizing. The Customer is responsible for sizing its reservation or deployment, with the guidance and tools Infinia provides, and for maintaining any funded Credit or postpaid headroom that Schedule 1 requires alongside the commitment.

12.4 Capacity partners. Capacity Modes are delivered on Infinia and Zone Operator compute. Infinia will not sell a reservation without confirmed capacity behind it and does not oversell reserved capacity. Infinia may use reserved capacity that the Customer is not consuming at a given moment for Batch work and internal operations, stepping aside when the Customer's traffic returns, and this does not diminish the Customer's throughput commitment.

13. Security and compliance

13.1 Infinia's security programme. Infinia will maintain an information-security programme with administrative, technical and physical safeguards appropriate to the sensitivity of Customer Content and designed to protect its confidentiality, integrity and availability, including the measures described in Annex B and the Documentation. Infinia will maintain the certifications and attestations listed in the Trust Centre at [Trust URL] for the periods stated there, or successor certifications of equivalent scope, and will make the associated reports available to the Customer on request under Section 14.

13.2 Regulatory readiness. Infinia will maintain and publish in the Trust Centre a description of how the Service supports Customers' obligations under the regulatory frameworks listed there. Publication of that description is not legal advice, and the Customer remains responsible for its own compliance.

13.3 Security incidents. Infinia will notify the Customer without undue delay, and in any event within the period stated in Section B.8, after becoming aware of a Security Incident (as defined in Annex B) affecting the Customer's Customer Content or Organisation, and will provide the information and cooperation Annex B describes. Where an incident affects Personal Data for which Infinia is a controller under Section 6.11, Infinia is responsible for any notification to a supervisory authority and to affected individuals that Data Protection Law requires of it, and will notify the Customer of any such incident affecting its Authorised Users within the same period.

13.4 Customer security obligations. The Customer is responsible for security within its own environment, including the security of its applications, its identity provider, its API Credentials, its end-user access controls, its selection of Region Scope and logging settings, and any content it stores through the Service.

13.5 Audit and assurance. The Customer's audit rights are as set out in Annex B. Enterprise and public-sector Customers requiring additional assurance, including on-site inspection, regulator access or bespoke evidence, may agree it in an MSA.

14. Confidentiality

14.1 Definition. "Confidential Information" means all non-public information disclosed by or on behalf of one party (the "Discloser") to the other (the "Recipient") in connection with the Agreement that is marked or identified as confidential or that a reasonable person would understand to be confidential, including Customer Content, the Customer's Usage Data, Infinia's security reports and audit evidence, non-public product plans, pricing in an Order Form, and the terms of any MSA. Confidential Information does not include information that (a) is or becomes public other than through the Recipient's breach; (b) was known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without reference to the Discloser's Confidential Information. Feedback under Section 15.4 is not Confidential Information of the Customer.

14.2 Obligations. The Recipient will use the Discloser's Confidential Information only to perform or exercise its rights under the Agreement, will protect it with at least the degree of care it uses for its own confidential information of similar sensitivity and no less than reasonable care, and will disclose it only to its and its Affiliates' employees, contractors, professional advisers and, in Infinia's case, sub-processors and Zone Operators, who need to know it for those purposes and are bound by confidentiality obligations no less protective than this Section 14.

14.3 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by Applicable Law, a court order or a competent authority, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable assistance to seek protective treatment, and discloses only the minimum required. Section 6.8 applies to requests for Customer Content.

14.4 Duration and return. This Section 14 applies during the Term and for five years after it ends, except that obligations in respect of Customer Content and trade secrets continue for as long as the information remains confidential. On termination each party will, on request, return or destroy the other's Confidential Information, subject to Section 21.6 and to retention required by Applicable Law or in routine backups for a limited period, during which this Section 14 continues to apply.

14.5 Remedies. Each party acknowledges that breach of this Section 14 may cause irreparable harm for which damages would be an inadequate remedy, and that the Discloser is entitled to seek injunctive or other equitable relief in addition to any other remedy.

15. Intellectual property, feedback and Usage Data

15.1 Infinia IP. Infinia and its licensors own all right, title and interest, including all intellectual-property rights, in and to the Service, the Documentation, the portal, the APIs, the serving stack, the routing and control-plane software, the attestation and audit tooling, all SDKs and sample code, all Usage Data, and all improvements, modifications and derivative works of any of them (the "Infinia IP"). Except for the limited rights expressly granted in the Agreement, no right or licence in the Infinia IP is granted to the Customer, whether by implication, estoppel or otherwise, and all rights are reserved.

15.2 Model Provider IP. Models, other than Customer Models and Fine-Tuned Models to the extent of the Customer's contribution, remain the intellectual property of the relevant Model Provider or its licensors and are licensed to the Customer under the Model Terms, not by Infinia.

15.3 Customer IP. The Customer owns its Customer Content as set out in Section 8.1, its applications, and its trade marks and branding. Infinia acquires no rights in them except the licence in Section 8.3 and the limited publicity rights in Section 25.

15.4 Feedback. If the Customer or an Authorised User provides suggestions, ideas, enhancement requests or other feedback about the Service ("Feedback"), Infinia may use it without restriction or obligation, and the Customer grants Infinia a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit Feedback for any purpose. Feedback does not include Customer Content.

15.5 Usage Data. Infinia may collect, generate and use Usage Data as described in Section 6.5. Usage Data is Infinia IP, save that the Customer may access and export the Usage Data relating to its own Organisation through the portal and API during the Term, and Infinia's use of Usage Data that identifies the Customer is subject to Section 14.

15.6 Trade marks. "Infinia", "Xailon Token Factory", the associated logos and all other Infinia trade marks and trade names are the property of Infinia or its Affiliates. The Customer may not use them without Infinia's prior written consent, except as permitted by Section 25 or by fair-use principles under Applicable Law.

15.7 Notice and action. Because Inputs and Outputs are not retained, Infinia hosts no content other than Stored Objects. Any person who believes that a Stored Object infringes their copyright or other right, or is otherwise unlawful, may submit a notice to [legal@●] identifying the right relied on, the material complained of with sufficient precision to allow it to be located, the complainant's contact details, a statement that the complaint is made in good faith, and a declaration that the information given is accurate. Infinia will acknowledge the notice, will act on it in a timely, diligent and non-arbitrary manner, will give the Customer whose Stored Object is affected a statement of the reasons for any decision to disable or remove it together with the means to contest that decision, and will inform the complainant of the outcome. Infinia may suspend the processing of notices from a complainant that repeatedly submits manifestly unfounded notices, and may suspend or terminate a Customer that is a repeat infringer. Infinia will publish in the Trust Centre a point of contact for authorities and for the recipients of the Service, and such reporting on notices received and action taken as Applicable Law requires. Nothing in this Section 15.7 obliges Infinia to monitor Stored Objects generally or to seek facts indicating unlawful activity, and nothing in it varies Section 6.3.

16. Beta, preview and planned features

16.1 Infinia may make features, Models, Service Modes or Sovereign Zones available on a beta, preview, early-access, planned or similar basis ("Beta Features"). Beta Features are identified as such in the portal or Documentation.

16.2 Beta Features are provided for evaluation, may contain bugs, may be changed, suspended or withdrawn at any time without notice, may not be covered by the SLA, the security commitments in Section 13 or the deprecation notice in Section 7.7, and may be subject to additional terms. The Customer uses Beta Features at its own risk and must not use them for production workloads or for the processing of Personal Data unless the Documentation for the Beta Feature expressly states that it may.

16.3 Notwithstanding Section 20, Infinia's aggregate liability in respect of any Beta Feature is limited to USD 100.

16.4 Infinia may require confidentiality in respect of a Beta Feature, in which case the Beta Feature and all information about it is Infinia's Confidential Information under Section 14.

17. Third-party services, Zone Operators and compute partners

17.1 Zone Operators and compute partners. Sovereign Zones may be hosted, powered or operated by Zone Operators and compute partners under agreement with Infinia. Infinia remains responsible to the Customer for the performance of the Service under the Agreement notwithstanding the involvement of a Zone Operator, and will impose on each Zone Operator contractual obligations in respect of security, residency, confidentiality and data protection that are no less protective than those in the Agreement. The identity of the Zone Operator for each Sovereign Zone is stated in Annex D and in the Documentation.

17.2 Third-party services. The Service may interoperate with third-party services that the Customer chooses to connect, including identity providers, notification channels, payment providers and the Customer's own applications ("Third-Party Services"). Third-Party Services are governed by their own terms; Infinia does not control them, is not responsible for them, gives no warranty in respect of them, and is not liable for any loss or disclosure of data through them. Infinia may change or withdraw interoperability with a Third-Party Service at any time without liability.

17.3 Open-source software. The Service incorporates open-source software licensed under its own terms, which are identified in the Documentation. Nothing in the Agreement limits the Customer's rights under any such licence.

18. Warranties and disclaimers

18.1 Mutual warranties. Each party warrants that it has full power and authority to enter into and perform the Agreement, and that doing so does not breach any other agreement by which it is bound.

18.2 Infinia's warranties. Infinia warrants that (a) the Service will perform materially in accordance with the Documentation for the Service Mode concerned; (b) it will provide the Service with reasonable skill and care and in accordance with Applicable Law that applies to Infinia as a provider of the Service; (c) it will comply with Sections 6.1 to 6.4; and (d) any professional services it provides under an Order Form will be performed in a professional and workmanlike manner. The Customer's sole and exclusive remedy for breach of warranty (a) or (d) is for Infinia to use commercially reasonable efforts to correct the non-conformity or re-perform the services and, if Infinia is unable to do so within a reasonable time, for the Customer to terminate the affected Order Form and receive a refund of prepaid Fees for the unperformed portion. The remedies for breach of Sections 6.1 to 6.4 are set out in Section 20.4.

18.3 Disclaimer. EXCEPT AS EXPRESSLY SET OUT IN SECTION 18.2 AND THE SLA, THE SERVICE, THE MODELS, THE OUTPUTS, THE DOCUMENTATION AND ALL OTHER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND INFINIA, ITS AFFILIATES, ITS ZONE OPERATORS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR QUIET ENJOYMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

18.4 No warranty as to Output. WITHOUT LIMITING SECTION 18.3, INFINIA DOES NOT WARRANT THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, LAWFUL, NON-INFRINGING, FREE OF BIAS OR FIT FOR ANY PURPOSE, INCLUDING ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT OR CUSTOMER-FACING PURPOSE. OUTPUT DOES NOT CONSTITUTE PROFESSIONAL ADVICE. THE CUSTOMER ASSUMES ALL RISK ARISING FROM ITS USE OF AND RELIANCE ON OUTPUT.

18.5 No warranty as to Models or third parties. Infinia makes no representation or warranty about any Model, any Model Provider's data-handling, training, security, licensing or intellectual-property practices, the continued availability of any Model, or any Third-Party Service.

18.6 Service availability. Except as stated in the SLA, Infinia does not warrant that the Service will be uninterrupted, timely, secure or error-free, that any defect will be corrected, or that the Service will meet the Customer's requirements or achieve any particular result.

18.7 High-Risk Use. The Service is not designed, certified or warranted for High-Risk Use. Any High-Risk Use is at the Customer's sole risk and subject to the Customer's compliance with Section 8.7 and all AI Law, and Infinia disclaims all liability arising from it to the maximum extent permitted by Applicable Law.

18.8 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties. To the extent a warranty cannot be excluded, it is limited in duration and scope to the minimum permitted by Applicable Law.

19. Indemnities

19.1 By the Customer. The Customer will defend, indemnify and hold harmless Infinia, its Affiliates, its Zone Operators, its Model Providers and each of their officers, directors, employees, contractors and agents (the "Infinia Indemnitees") from and against all claims, demands, suits and proceedings brought by a third party ("Claims"), and all resulting liabilities, damages, fines, penalties, settlements, costs and expenses (including reasonable legal fees), to the extent arising from or relating to: (a) Customer Content, including any allegation that an Input, Customer Model or the Customer's use of Output infringes or misappropriates a third party's rights or breaches Applicable Law; (b) the Customer's or its Authorised Users' or end users' use of the Service in breach of the Agreement, Annex A or the Model Terms; (c) any application, product or service the Customer offers using the Service, including any Claim by the Customer's own customers or end users; (d) any High-Risk Use; (e) any breach of Section 23; or (f) any dispute between the Customer and a third party, including a Model Provider or the Customer's end user.

19.2 By Infinia. Infinia will defend the Customer against any Claim alleging that the Service, excluding Models, Customer Content, Third-Party Services and open-source components, as provided by Infinia and used in accordance with the Agreement, infringes a patent, copyright or trade mark, or misappropriates a trade secret, of a third party enforceable in the jurisdiction of the Sovereign Zone in which the Service is used, and will pay the damages finally awarded against the Customer by a court of competent jurisdiction, or agreed by Infinia in settlement, in respect of that Claim. If the Service becomes, or in Infinia's opinion is likely to become, the subject of such a Claim, Infinia may at its option and expense procure the right for the Customer to continue using it, modify or replace it so that it is non-infringing while remaining materially equivalent, or, if neither is commercially reasonable, terminate the affected Service and refund any prepaid Fees for the unperformed period. Infinia has no obligation under this Section 19.2 for Claims arising from (i) Models, Model Terms or Customer Models, (ii) Customer Content, (iii) combination of the Service with anything not supplied by Infinia, (iv) modification of the Service by anyone other than Infinia, (v) use in breach of the Agreement or after notice to cease, or (vi) Beta Features. This Section 19.2 states Infinia's entire liability, and the Customer's exclusive remedy, for infringement or misappropriation of third-party rights. Infinia's aggregate liability under this Section 19.2 is limited to the greater of USD 1,000,000 and the amount stated in an applicable Order Form.

19.3 Procedure. The indemnified party must (a) give the indemnifying party prompt written notice of the Claim, provided that failure to do so relieves the indemnifying party only to the extent it is prejudiced; (b) grant the indemnifying party sole control of the defence and settlement, provided that the indemnifying party may not settle a Claim in a manner that imposes an admission, obligation or liability on the indemnified party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defence with counsel of its own choosing at its own expense.

20. Limitation of liability

20.1 Exclusion of certain losses. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR INFINIA'S AFFILIATES, ZONE OPERATORS, MODEL PROVIDERS OR LICENSORS, WILL BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE, FOR ANY (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS OR GOODWILL; (c) LOSS OF OR CORRUPTION TO DATA OR OUTPUT, OR COST OF RECOVERING OR RE-GENERATING IT; (d) BUSINESS INTERRUPTION; OR (e) COST OF PROCUREMENT OF SUBSTITUTE SERVICES; IN EACH CASE HOWEVER ARISING AND EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS.

20.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF INFINIA, ITS AFFILIATES, ZONE OPERATORS, MODEL PROVIDERS AND LICENSORS, TAKEN TOGETHER, ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY TWELVE-MONTH PERIOD WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO INFINIA UNDER THE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (b) USD 250,000. THE AGGREGATE LIABILITY OF THE CUSTOMER, OTHER THAN FOR FEES PAYABLE AND UNDER SECTIONS 19.1 AND 20.3, IS LIMITED IN THE SAME WAY. MULTIPLE CLAIMS DO NOT ENLARGE THE CAP.

20.3 Exceptions. Sections 20.1 and 20.2 do not apply to (a) a party's liability for death or personal injury caused by its negligence, or for fraud or fraudulent misrepresentation; (b) the Customer's obligation to pay Fees; (c) the Customer's indemnity in Section 19.1 and its liability for breach of Section 9, Annex A or Section 23; (d) either party's liability for wilful misconduct or gross negligence; or (e) any liability that cannot be limited or excluded under Applicable Law.

20.4 Data protection and sovereignty liability. Notwithstanding Section 20.2, Infinia's aggregate liability for breach of Sections 6.1 to 6.4, Section 14 or Annex B is limited to the greater of (a) two times the Fees paid or payable in the twelve months preceding the first event giving rise to liability and (b) USD 2,000,000, and remains subject to Section 20.1 except for the direct costs of notifying affected individuals and regulators where required by Data Protection Law.

20.5 Basis of the bargain. The parties agree that the exclusions and limitations in this Section 20 are a fundamental basis of the bargain, are reflected in the Fees, and will apply even if any limited remedy fails of its essential purpose. Each provision of this Section 20 is severable and independent.

20.6 Claims period. To the extent permitted by Applicable Law, any claim by the Customer arising out of the Agreement must be brought within one year after the cause of action accrues, failing which it is permanently barred.

21. Term, suspension and termination

21.1 Term. The Agreement commences on the earlier of the date the Customer accepts these Terms and the date it first uses the Service, and continues until terminated in accordance with this Section 21 (the "Term"). Each Order Form for a Capacity Mode has the term stated in it and, unless the Order Form provides otherwise, renews automatically for successive periods equal to the initial term unless either party gives notice of non-renewal not less than thirty days before the end of the then-current term.

21.2 Termination by the Customer. The Customer may terminate the Agreement for convenience at any time by closing its Organisation through the portal or by written notice, provided that (a) all outstanding Fees are paid, (b) any Capacity Mode commitments run to the end of their term and remain payable, and (c) unspent Credit is forfeited under Section 10.7 subject to the exceptions there. The Customer may terminate for Infinia's material breach if the breach is not cured within thirty days after written notice describing it.

21.3 Suspension by Infinia. Infinia may suspend all or part of the Service, an Organisation, a project or an API Credential, immediately and without prior notice where it reasonably considers that (a) the Customer is in breach of Section 3.7, 7.3, 9, 23 or Annex A; (b) the Customer's use presents a security risk to the Service or any third party, or a credible risk of harm or of legal liability for Infinia, a Zone Operator or a Model Provider; (c) suspension is required by Applicable Law, a competent authority or a Model Provider's requirements; or (d) Fees are overdue in accordance with Section 10.13. In other cases of breach Infinia will give reasonable prior notice. Infinia will limit suspension to what is reasonably necessary, will notify the Customer as soon as practicable, and will restore the Service promptly when the cause is resolved. Fees for Capacity Modes continue to accrue during suspension. Infinia is not liable for any loss arising from a suspension permitted by this Section.

21.4 Termination by Infinia for cause. Infinia may terminate the Agreement or any Order Form immediately on written notice if (a) the Customer materially breaches the Agreement and, where the breach is capable of cure, fails to cure it within thirty days of notice, or within ten days in the case of non-payment; (b) the Customer breaches Section 3.7, 7.3, 23 or Annex A; (c) the Customer becomes insolvent, enters administration, liquidation or an analogous procedure, or ceases to trade; (d) the Customer fails identity verification or Infinia becomes unable to serve the Customer under Applicable Law; or (e) the Customer has been inactive, with no consumption and no Credit balance, for twelve consecutive months.

21.5 Termination by Infinia for convenience. Infinia may terminate the Agreement for convenience on not less than ninety days' written notice, or on shorter notice where required by a change in Applicable Law, the withdrawal of a Zone Operator or the discontinuation of the Service in the Customer's Region Scope. In that case Infinia will refund unspent Purchased Credit and prepaid Fees for the unperformed portion of any Capacity Mode within thirty days after the termination date, and this refund is the Customer's sole remedy for such termination. Committed Capacity Mode terms will be honoured to their end where Infinia is able to do so.

21.6 Effect of termination. On termination for any reason: (a) all rights granted to the Customer end and it must cease using the Service; (b) all API Credentials are revoked and all Capacity Mode deployments are torn down; (c) all Fees accrued to the termination date, and all Fees for the remainder of any Capacity Mode term terminated by the Customer or for the Customer's breach, become immediately due; (d) unspent Credit is forfeited except as provided in Sections 10.7 and 21.5; (e) the Customer may export its Usage Data and any stored objects through the portal or API for thirty days after termination, after which Infinia will delete Customer Content in accordance with Annex B, retaining only Usage Data and records required for billing, tax, legal and audit purposes; and (f) the Sections listed in Section 27.12 survive.

21.7 Closure with a balance. Closure of an Organisation does not discharge any amount owed. Outstanding invoices are settled first; unspent Credit is then forfeited subject to Section 10.7.

22. Changes to the Agreement

22.1 Infinia may amend these Terms, Schedule 1, the Annexes, the SLA and the Documentation from time to time. The current version, with its effective date, is published at [Terms URL] and in the portal, together with an archive of superseded versions.

22.2 Material changes. Where a change materially reduces the Customer's rights or materially increases its obligations, Infinia will give not less than thirty days' notice by email to the Owners and billing contact and by notice in the portal before the change takes effect. If the Customer objects to a material change it may terminate the Agreement under Section 21.2 before the change takes effect and, in that case only, Infinia will refund unspent Purchased Credit and prepaid Fees for the unperformed period of any Capacity Mode. Continued use of the Service after the effective date constitutes acceptance.

22.3 Other changes. Changes that are not material, that are required by Applicable Law or by a Model Provider, that add features or Models, that reduce Fees, or that are needed to address a security or safety risk may take effect on publication.

22.4 Order Forms. No change under this Section 22 alters the rates, capacity or term stated in an Order Form during its current term, except a change required by Applicable Law.

22.5 Version applicable to disputes. A dispute is governed by the version of the Agreement in force when the events giving rise to it occurred.

22.6 Changes to Section 26. If Infinia changes Section 26 (other than its notice address), the Customer may reject the change by written notice within thirty days of notification; in that case the prior version of Section 26 continues to apply to that Customer, and Infinia may terminate the Agreement on notice under Section 21.5.

23. Export controls, sanctions and anti-corruption

23.1 Compliance. Each party will comply with Export Control Law in performing the Agreement. The Customer acknowledges that the Service, Models and Outputs may be subject to Export Control Law and that certain Models and Sovereign Zones may be subject to additional restrictions imposed by Model Providers or by law.

23.2 Restricted Parties and territories. The Customer represents and warrants that neither it, nor any of its Affiliates, owners of twenty-five per cent or more, directors or Authorised Users, is (a) named on, or owned or controlled by a person named on, any sanctions or restricted-party list maintained by the United Arab Emirates, the United Nations Security Council, the European Union, the United Kingdom, the United States Office of Foreign Assets Control, or any other applicable authority; (b) located, organised or ordinarily resident in a country or territory that is the subject of comprehensive sanctions; or (c) otherwise a person with whom Infinia is prohibited from dealing under Export Control Law (each a "Restricted Party"). The Customer will not permit any Restricted Party to access the Service and will not use the Service for any purpose prohibited by Export Control Law, including the development of weapons of mass destruction or their delivery systems, or military end-uses prohibited by Applicable Law.

23.3 Screening. The Customer consents to Infinia screening the Customer, its Authorised Users and its payments against sanctions and restricted-party lists, and will provide the information reasonably required for that purpose. Infinia may refuse, suspend or terminate the Service, and may freeze Credit, where Applicable Law so requires or where a screening match is not resolved to Infinia's reasonable satisfaction, and will have no liability for doing so.

23.4 Anti-corruption. Each party will comply with all applicable anti-bribery and anti-corruption laws and will not offer, promise, give or receive any improper payment or advantage in connection with the Agreement.

24. Public-sector and regulated customers

24.1 Where the Customer is a governmental body, state-owned entity or public authority, or a regulated financial institution, healthcare provider or telecommunications operator, the following apply in addition to these Terms: (a) any provision of the Agreement that the Customer is prohibited by Applicable Law from accepting, including indemnities, governing law, arbitration, limitation periods or automatic renewal, applies only to the extent permitted, and the parties will negotiate in good faith an MSA addressing the relevant matters; (b) Infinia will cooperate reasonably, at the Customer's cost where material, with the Customer's regulator, including by providing the information and access that Applicable Law requires the Customer to secure from its outsourcing or cloud providers, subject to Section 14 and the protection of other customers; (c) Infinia will provide the exit-assistance, business-continuity and sub-contracting information that regulatory outsourcing guidelines applicable to the Customer require, as described in the Trust Centre; and (d) the Customer remains responsible for determining that the Service, the Sovereign Zone and the Service Mode it selects satisfy its regulatory obligations.

24.2 Nothing in this Section 24 obliges Infinia to accept terms that are inconsistent with the operating model of the Service, including any requirement to serve traffic outside a Sovereign Zone, to retain Customer Content, or to grant access to another customer's data or systems.

24.3 Forum for customers that cannot arbitrate. Where the Customer is prohibited by Applicable Law from agreeing to arbitration, to a foreign seat or to a foreign governing law, Section 26.3 does not apply to it and the courts of the Abu Dhabi Global Market have non-exclusive jurisdiction over any dispute, without prejudice to any court in which the Customer is required by Applicable Law to bring or defend proceedings. The Customer must notify Infinia of the prohibition and its basis when it accepts these Terms or as soon as it becomes aware of it. This Section 24.3 removes any doubt as to the forum; it does not affect Section 26.1 or Section 26.7.

24.4 Regulated financial customers. Where the Customer is subject to Regulation (EU) 2022/2554 (DORA) or to an equivalent regime that requires it to report a major incident to its regulator within a period shorter than the period in Section B.8.1, Section B.8.2 applies and the Customer must identify itself as such through the portal or to its account contact so that Infinia can record the shorter notification period against its Organisation.

25. Publicity

25.1 Infinia will not use the Customer's name, logo or trade marks in any press release, customer list, case study or marketing material without the Customer's prior written consent, which may be given by email by an Owner or Admin and withdrawn on thirty days' notice.

25.2 The Customer may state factually that it uses Xailon Token Factory, and may use the Infinia and Xailon Token Factory names and logos solely for that purpose in accordance with any brand guidelines Infinia publishes, but may not imply endorsement, partnership or certification by Infinia without written consent.

26. Governing law and dispute resolution

26.1 Governing law. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, its subject matter or its formation, is governed by the laws of the Abu Dhabi Global Market, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Informal resolution. Before commencing arbitration or proceedings, a party must give the other written notice of the dispute describing its nature, basis and the relief sought, and the parties will attempt in good faith to resolve it through discussions between senior representatives for a period of thirty days from the notice. Infinia's notice address for this purpose is set out in Section 28.

26.3 Arbitration. Any dispute not resolved under Section 26.2 shall be referred to and finally resolved by arbitration administered by the ADGM Arbitration Centre in accordance with the ICC Rules of Arbitration (the "Rules"), which are incorporated by reference into this Section. The seat of arbitration is the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates. The language of the arbitration is English. The tribunal consists of one arbitrator where the amount in dispute is below USD 1,000,000 and three arbitrators otherwise, appointed in accordance with the Rules. The tribunal must give a reasoned written award. The award is final and binding and may be entered and enforced in any court of competent jurisdiction. The parties will keep the arbitration, all submissions and the award confidential except as required to enforce it or by Applicable Law.

26.4 Exceptions. Either party may seek interim, injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual-property rights or Confidential Information, to restrain a breach of Section 9, 23 or Annex A, or to preserve the status quo pending arbitration. Infinia may bring proceedings for the recovery of undisputed Fees in the courts of the Abu Dhabi Global Market or of the Customer's place of incorporation. Small claims within the jurisdiction of a small-claims tribunal may be brought there.

26.5 No class or representative proceedings. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE CUSTOMER'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL PARTIES. If this Section 26.5 is found unenforceable in respect of a particular claim, that claim (and only that claim) must be brought in the courts identified in Section 26.4 rather than in arbitration.

26.6 Waiver of jury trial. To the extent a dispute is heard in a court in a jurisdiction that provides for jury trial, each party irrevocably waives any right to a trial by jury.

26.7 Mandatory local law. Nothing in this Section 26 deprives the Customer of the protection of provisions of the law of its place of establishment that cannot be derogated from by agreement, or of the right to bring proceedings there where that right cannot be excluded.

27. General provisions

27.1 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior or contemporaneous proposals, representations, understandings and agreements, whether oral or written. Each party acknowledges that it has not relied on any statement not set out in the Agreement. Nothing in this Section limits liability for fraud.

27.2 Assignment. The Customer may not assign, novate or transfer the Agreement or any right or obligation under it without Infinia's prior written consent, except to an Affiliate or a successor to all or substantially all of its business relating to the Agreement that is not a Restricted Party and not a competitor of Infinia, on written notice. Infinia may assign, novate or transfer the Agreement, in whole or in part, to an Affiliate or to a successor to the relevant business on notice, and may subcontract its obligations, remaining responsible for its subcontractors.

27.3 Affiliate and regional entity substitution. Infinia may, on not less than thirty days' notice, designate an Affiliate incorporated in or near the jurisdiction of a Sovereign Zone as the contracting and invoicing entity for the Service in that Zone, and the Agreement will be read accordingly for that Zone from the effective date of the notice, without prejudice to any accrued rights. Where Applicable Law or the Customer's regulatory requirements require an in-region contracting entity, the parties will cooperate to document the substitution.

27.4 Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disturbance, labour dispute, act of government, change in law, failure of a public utility or telecommunications network, failure or withdrawal of a Zone Operator's or upstream supplier's capacity for reasons beyond the affected party's control, or a cyber-attack of a kind that reasonable security measures could not have prevented, provided that the affected party notifies the other promptly and uses reasonable efforts to mitigate. If a force-majeure event prevents performance of a Capacity Mode for more than thirty consecutive days, either party may terminate the affected Order Form on notice and Infinia will refund prepaid Fees for the unperformed period.

27.5 Notices. Notices to the Customer will be sent to the email addresses of its Owners and billing contact recorded in the Organisation, or posted in the portal, and are deemed received when sent or posted. Notices to Infinia must be sent by email to [legal@●] with a copy by courier or registered post to the address in Section 28, and are deemed received on the next business day after delivery. Each party must keep its notice details current. Operational and technical notifications may be sent through the channels described in the Documentation.

27.6 Electronic contracting. The Customer consents to contract electronically and to receive all notices, disclosures, invoices and communications electronically, and agrees that electronic acceptance, click-through and electronic signatures satisfy any requirement that the Agreement or any notice be in writing or signed.

27.7 Severability. If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will continue in full force, except as provided in Section 26.5.

27.8 Waiver. No failure or delay in exercising any right or remedy constitutes a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and applies only to the specific instance.

27.9 Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship, and neither party may bind the other.

27.10 Third-party rights. Except for the Infinia Indemnitees under Section 19.1, Model Providers under Section 7.6, and Infinia's Affiliates, Zone Operators and licensors in respect of Sections 18 and 20, no person other than the parties has any right to enforce any term of the Agreement.

27.11 Language. The Agreement is drafted in English. Any translation is for convenience only and the English version prevails.

27.12 Survival. Sections 2, 3.9, 4.2, 4.3, 6.3 to 6.5, 6.8, 6.11, 7.2 to 7.6, 8, 10, 14, 15, 18, 19, 20, 21.6, 21.7, 22.5, 23, 26 and 27, Annexes B and E to the extent stated in them, and any other provision that by its nature is intended to survive, survive termination or expiry of the Agreement.

27.13 Counterparts and headings. An Order Form or MSA may be executed in counterparts and electronically. Headings are for convenience only.

28. Contact and notices

28.1 Infinia may be contacted as follows. Legal notices: [Infinia Legal Entity Name], [registered address], attention Legal Department, [legal@●]. Support: [support@●] or through the portal. Security and vulnerability disclosure: [security@●]. Privacy, data protection and requests by individuals to exercise their rights: [privacy@●]. Data Protection Officer: [dpo@●]. Representative in the European Union for the purposes of Article 27 of the GDPR: [name and address]. Notices and complaints about content under Section 15.7, and the point of contact for authorities: [legal@●]. Reports of abuse or breach of Annex A: [abuse@●]. Copyright complaints: [legal@●].

Schedule 1 — Service Mode Terms

This Schedule sets out the commercial and operational terms of each Service Mode. It forms part of the Agreement. Where it conflicts with Part A in respect of a Service Mode, this Schedule governs. Capitalised terms have the meanings in Part A.

S1.1 Common terms applying to every Service Mode

S1.2 Serverless

S1.3 Batch

S1.4 Reserved Throughput

S1.5 Dedicated Model Inference

S1.6 GPU Clusters (planned — not contractually offered until generally available)

Annex A — Acceptable Use Policy

A.1 Purpose and scope. This Acceptable Use Policy ("AUP") governs all use of the Service by the Customer, its Authorised Users and the end users of any application the Customer operates using the Service. It applies in addition to the Model Terms of each Model, which may be more restrictive. Where the AUP and the Model Terms differ, the Customer must comply with both. Infinia may update the AUP under Section 22 of the Terms.

A.2 Principles. The Service is built for regulated enterprises and public bodies and is provided without content moderation. That design places responsibility on the Customer to ensure that what it sends through the Service, and what it does with what comes back, is lawful, safe and consistent with this AUP. Infinia does not and cannot inspect Inputs or Outputs (Section 6.3 of the Terms). It enforces this AUP on Usage Data, on reports made under Section A.7, on information the Customer supplies, and on the two integrity controls that Section 6.10 of the Terms applies to Stored Objects. The Customer must not rely on Infinia to detect a breach of this AUP.

A.3 Prohibited uses. The Customer must not use, and must not permit any person to use, the Service or any Output to:

(a) violate Applicable Law, or facilitate, promote or conceal a violation by any person;

(b) generate, store, distribute or solicit child sexual abuse material or any content that sexualises, exploits or endangers minors. Infinia applies the hash-matching control in Section 6.10(a) of the Terms to stored image, audio and video files; where that control returns a match, or where Infinia otherwise becomes aware of apparent material of this kind, Infinia will preserve the material and the associated Usage Data to the extent and for the period Applicable Law requires, will report it to the competent authorities in accordance with Applicable Law, and will terminate the account immediately. Preservation and reporting under this paragraph are the only circumstances in which Infinia retains Customer Content otherwise than under Annex C, and they do not extend to Inputs or Outputs, which Infinia does not hold;

(c) generate non-consensual intimate imagery, or sexual content depicting real identifiable persons without their consent;

(d) create, plan, or provide material assistance for acts of terrorism, genocide, violent extremism, or violence against any person or group;

(e) design, develop, produce, acquire or use chemical, biological, radiological or nuclear weapons, their precursors or delivery systems, or conventional weapons in breach of Export Control Law, or to provide uplift to any person seeking to do so;

(f) develop, distribute or operate malware, ransomware, exploits or tools designed to gain unauthorised access to, disrupt, or damage any system, network or data, or to conduct unauthorised penetration testing, credential stuffing, phishing or social engineering;

(g) engage in fraud, scams, deceptive commercial practices, impersonation of any person or organisation, or the creation of fake reviews, credentials, identity documents or records intended to be taken as genuine;

(h) generate or distribute disinformation intended to interfere with elections, democratic processes or public-health responses, or to deceive the public about matters of public interest, or operate undisclosed coordinated inauthentic behaviour;

(i) harass, threaten, bully, defame or intimidate any person, or generate content that incites hatred or discrimination against any person or group on the basis of a protected characteristic;

(j) make automated decisions producing legal or similarly significant effects on individuals without the human oversight, transparency and contestability that Applicable Law, including AI Law, requires, or engage in any use prohibited by AI Law, including social scoring by public authorities, exploitation of vulnerabilities of specific groups, untargeted scraping of facial images to build recognition databases, emotion recognition in workplaces and educational institutions except where permitted, and biometric categorisation inferring protected characteristics;

(k) conduct surveillance, tracking or profiling of individuals in violation of Applicable Law or in a manner that would reasonably be regarded as a violation of their privacy, including covert monitoring of journalists, activists, dissidents or political opponents;

(l) infringe, misappropriate or violate the intellectual-property, privacy, publicity or other rights of any person, including by submitting Inputs the Customer has no right to use or by using Output in a manner that infringes;

(m) provide medical, legal, financial or other regulated professional advice to third parties in a manner that misrepresents the Output as the advice of a qualified professional, or without the disclosures Applicable Law requires;

(n) misrepresent Output as human-generated where Applicable Law or the context requires disclosure that it was generated by an AI system, or remove or obscure any provenance, watermark or disclosure mechanism the Service or a Model applies;

(o) circumvent, disable or interfere with any security, authentication, residency, attestation, metering, spend-control or abuse-protection mechanism of the Service, or with any safety mechanism of a Model, except as authorised under Section 9.3 of the Terms;

(p) access or attempt to access a Restricted Model in breach of its restrictions, or misrepresent the Customer's location, identity or purpose to do so;

(q) resell or redistribute raw access to the Service or to Models as a stand-alone inference service, or use the Service to build, train or benchmark a competing inference service, except under a written agreement with Infinia;

(r) use Output to train, fine-tune or distil a model that competes with the Model that generated it where the Model Terms prohibit this;

(s) send unsolicited bulk communications, or generate content for that purpose;

(t) create multiple Organisations or accounts to evade limits, suspension or verification, or provide false registration or billing information;

(u) impose an unreasonable or disproportionate load on the Service, or interfere with any other Customer's use of it; or

(v) submit the voice, face, likeness or other biometric characteristic of any individual to a Model that performs biometric processing without that individual's informed, specific and documented consent, or use such a Model to identify, categorise or infer characteristics about an individual in a manner Applicable Law prohibits; or

(w) attempt, encourage or assist any of the foregoing.

A.4 Sensitive workloads. The Service is designed to process regulated and sensitive data within a Sovereign Zone. Processing of Personal Data, health data, financial data and other regulated data is permitted subject to Section 8.5 of the Terms and Annex B, and to the Customer selecting a Sovereign Zone and Service Mode appropriate for the data. Processing of payment-card data is permitted only where the Documentation confirms the relevant Zone and Service Mode are validated for it.

A.5 Biometric, voice and image processing. Where the Customer uses a Model that the Model Catalogue identifies as performing biometric processing — including voice cloning, voice conversion, speaker identification, voice-preserving translation and the generation of a likeness of a person's face — Section 8.9 of the Terms applies. In summary, and without limiting it: the Customer is the controller of the resulting Biometric Data; the Customer must hold the informed, specific and documented consent of every individual whose voice, face or likeness it submits, and must be able to evidence that consent; the Customer must observe any additional notice, consent, retention-schedule and non-disclosure requirement that Applicable Law imposes in respect of biometric identifiers; and Infinia neither extracts nor retains any biometric identifier, because it does not retain Inputs or Outputs at all. The Customer must not use such a Model to impersonate an individual, to defeat a voice or face authentication system, or to create a depiction of an identifiable individual saying or doing something they did not say or do, other than with that individual's consent and with the disclosure that Applicable Law requires.

A.6 Applications serving third parties. Where the Customer operates an application that exposes the Service to its own end users, the Customer must (a) impose terms on its end users that are no less protective of Infinia and the Model Providers than this AUP and the applicable Model Terms; (b) implement abuse-prevention, rate-limiting and content controls proportionate to the application's risk, and the Customer acknowledges that it is the only party in a position to do so; (c) provide the disclosures about AI-generated content that Applicable Law requires; (d) not represent that Infinia or a Model Provider endorses the application; and (e) be responsible to Infinia for its end users' compliance.

A.7 Reporting. Suspected violations of this AUP may be reported to [abuse@●]. Infinia will acknowledge each report, will review it in a timely, diligent and non-arbitrary manner, may act under Section 9.4 of the Terms, and will inform the reporter of the outcome. Reports are the principal means by which Infinia learns of a breach involving content, because it does not inspect content.

A.8 Enforcement. Infinia may investigate suspected violations using Usage Data, reports made under Section A.7, information the Customer supplies and the results of the integrity controls in Section 6.10 of the Terms, may request information from the Customer, may suspend or terminate access under Section 21 of the Terms, and may cooperate with competent authorities. Before suspending or terminating for a breach of this AUP, Infinia will give the Customer a statement of the reasons for its decision and a reasonable opportunity to respond, except where immediate action is required under Section 21.3 of the Terms or by Applicable Law. Infinia's decision whether a use violates this AUP is made reasonably and in good faith and is final as between the parties for the purposes of suspension.

Annex C — Retention Schedule

This Annex states every retention period referred to in the Agreement. It forms part of the Agreement. Each period runs within the Region Scope; nothing in this Annex authorises retention outside it. Where a period in this Annex conflicts with a shorter period the Customer has configured, the Customer's configuration governs. Where Applicable Law requires a longer period for a particular record, that law governs for that record only, and the row says so. Infinia will not extend a period in this Annex without giving notice under Section 22.

C.1 Customer Content

C.2 Usage Data, logs and evidence

C.3 Personal Data for which Infinia is a controller

These periods are stated here so that the Agreement and the Privacy Notice cannot diverge. The Privacy Notice describes the same processing for individuals.

C.4 Notice periods stated elsewhere in the Agreement

Acceptance record

By clicking "I agree" at sign-up, the Customer's Authorised User confirms on behalf of the Customer that they have read and understood these Terms including Schedule 1 and Annexes A to E, that they have authority to bind the Customer, that the Customer is not a consumer and is not a Restricted Party, and that they have taken particular note of Sections 10 (Fees, Credit and payment), 18 (Warranties and disclaimers), 20 (Limitation of liability) and 26 (Governing law and dispute resolution). Infinia records the version accepted, the accepting user, the Organisation, and the date and time of acceptance, and makes that record available in the Organisation's audit log.

Xailon Token Factory Terms of Service · Version 1.1 · © [year] [Infinia Legal Entity Name]. All rights reserved.