Gnomos Platform Terms of Service

These Terms of Service (the "Agreement") govern access to and use of the Platform (as defined below). By (a) clicking an acceptance button or checkbox in connection with an online registration, Order Form, or other account creation or ordering process that references these Terms of Service, or (b) accessing or using the Platform after being presented with these Terms of Service, the individual or legal entity on whose behalf such action is taken (“Customer”) agrees to be bound by this Agreement with Internet Backyard Inc. d/b/a Gnomos, a Delaware corporation (“Gnomos”). If Customer does not agree to these Terms of Service, Customer may not access or use the Platform. Gnomos may update these Terms of Service from time to time by posting a revised version; continued use of the Platform following notice of any update constitutes Customer's acceptance of the updated terms. These Terms of Service are effective as of the date Customer first accepts them or first accesses or uses the Platform, whichever occurs earlier (the “Effective Date”).

1. Definitions

1.1 “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity or the ability to direct its management.

1.2 “Agreement” means these Terms of Service, as updated by Gnomos from time to time.

1.3 “Confidential Information” has the meaning set forth in Section 7.1.

1.4 “Customer Data” means any data, information, content, records, identifiers, and other material that Customer or its Users submits to, stores on, or transmits through the Platform, including usage telemetry that is directly attributable to Customer’s or its Users’ consumption or provision of compute or power resources (whether in Customer’s capacity as an Operator or otherwise), but excluding Usage Data and Gnomos Materials.

1.5 “Data Protection Laws” means all data protection, privacy, and security laws and regulations applicable to a Party’s processing of personal data under the Agreement, including, as applicable, the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR and Data Protection Act 2018, and U.S. federal and state privacy laws.

1.6 “Documentation” means the then-current technical, integration, and user documentation for the Platform made available by Gnomos, whether in electronic or hardcopy form.

1.7 “Effective Date” means the date on which Customer first accepts these Terms of Service or first accesses or uses the Platform, whichever occurs earlier.

1.8 “Embedded Payments Services” means the payment processing, orchestration, routing, and settlement services provided by Gnomos through the Platform, including the acceptance, processing, and settlement of payment transactions on behalf of Customer, Operators, and Tenants, facilitated through Gnomos's relationship with one or more Sponsor Banks and other financial institution partners, as further described in the applicable Order Form.

1.9 “Fees” means the fees payable by Customer under this Agreement and any Order Form, including without limitation SaaS Fees, Payment Processing Fees, Interchange Revenue Share, Implementation Fees, and Professional Services Fees (each as defined in Section 4).

1.10 “Gnomos Materials” means (a) the Platform, Documentation, and all software, technology, user interfaces, algorithms, models, templates, designs, know-how, trade secrets, and other materials provided or made available by or on behalf of Gnomos in connection with the Agreement; and (b) any enhancements, modifications, configurations, improvements, and derivative works thereof.

1.11 “Order Form” means an ordering document, online order page or flow, statement of work, or similar document or process that references this Agreement and sets forth the specific Platform modules, Embedded Payments Services, implementation services, pricing, payment terms, and other transaction-specific details, and that is accepted by Customer (including through an online or click-through process) and confirmed by Gnomos.

1.12 “Operator” means, in the primary commercial model contemplated by this Agreement, Customer or any Affiliate of Customer, in each case to the extent such Person operates data center, colocation, cloud or GPU infrastructure, or other compute and/or power resources and sells, leases, or otherwise makes such capacity available to Tenants through or in connection with the Platform. To the extent applicable and expressly specified in an Order Form, “Operator” may also include any third-party data center, colocation provider, cloud or GPU infrastructure provider, or other operator of compute and/or power resources that sells capacity to, or makes capacity available through or alongside, Customer or its Affiliates and in respect of which Customer uses the Platform.

1.13 “Platform” means Gnomos’s proprietary FinOps software-as-a-service platform for compute quoting, contracting, usage-based billing, neutral verification, settlement orchestration, and payment processing (including any related APIs, web interfaces, and back-end systems) that is made available by Gnomos to Customer under an Order Form.

1.14 “Professional Services” means any implementation, configuration, consulting, training, or other professional services provided by Gnomos, as described in an Order Form or statement of work.

1.15 “Settlement Workflows” means the rules and processes configured in the Platform for routing of payment instructions, application of credits, calculation of fees, and distribution of net settlements between Customer (in its capacity as an Operator), other Operators (if any), Tenants, and any financial partners, as described in the Documentation and applicable Order Forms.

1.16 “Sponsor Bank” means any FDIC-insured bank or other regulated financial institution partner engaged by Gnomos from time to time to provide bank sponsorship, account, payment, custody, settlement, or related financial institution services in connection with the Embedded Payments Services. Gnomos may use one or more Sponsor Banks, and as of the Effective Date, Gnomos’s current Sponsor Bank is Erebor Bank, N.A.

1.17 “Tenant” means any buyer, customer, or end user that purchases or otherwise consumes compute or power usage from an Operator (typically Customer or its Affiliates) and in respect of which such transactions are managed, billed, reconciled, or settled through the Platform. For clarity, a single legal entity may act as both a Tenant and an Operator in different transactions or business lines, but in any given transaction the roles of Operator (as provider of capacity) and Tenant (as consumer of capacity) are conceptually distinct.

1.18 “Usage Data” means data and information related to the provision, use, and performance of the Platform and related systems and technologies, including anonymized or aggregated telemetry, logs, configuration, and metadata generated by or on behalf of Gnomos in connection with Customer's use of the Platform.

1.19 “User” means any employee, contractor, or other individual authorized by Customer (or, where expressly permitted in an Order Form, by an Operator) to access and use the Platform under Customer's account.

1.20 Ecosystem Structure. For interpretive clarity only and without limiting any other definition in this Section 1, Gnomos provides these Terms of Service on the following basis: (a) Gnomos provides the Platform and related services to Customer; (b) Customer (and/or its Affiliates) generally acts as an Operator that uses the Platform to manage and reconcile compute and power usage, billing, and settlements with its own customers and end users (Tenants), and, where applicable, with other Operators; and (c) Tenants do not have any direct contractual relationship with Gnomos under this Agreement and access the Platform, if at all, only as permitted by and through Customer.

2. Order Forms; Scope

2.1 Order Forms. Customer may enter into one or more Order Forms (including through an online or click-through ordering process) that reference these Terms of Service. Each Order Form is incorporated into and governed by this Agreement once accepted by Customer and confirmed by Gnomos. In the event of a conflict between the terms of this Agreement and an Order Form, the Order Form will govern solely with respect to the subject matter of such Order Form, unless the Order Form expressly states otherwise.

2.2 Customer Affiliates; Multiple Operator Entities. An Affiliate of Customer may enter into an Order Form with Gnomos under this Agreement, in which case all references to “Customer” in this Agreement will be deemed to refer to the applicable Affiliate solely for purposes of that Order Form. Customer shall remain responsible for compliance by its Affiliates and their Users. To the extent an Order Form specifies that one or more Affiliates of Customer, or identified third parties, will act as Operators whose capacity is managed through the Platform, Customer is responsible for ensuring that such Operators comply with the applicable terms and that Customer has appropriate contractual arrangements in place with such Operators and Tenants.

3. License Grant; Access to Platform

3.1 License Grant. Subject to Customer’s ongoing compliance with this Agreement and the applicable Order Forms (including timely payment of all Fees), Gnomos hereby grants to Customer, during the term specified in the applicable Order Form, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform and Documentation solely for Customer’s and its Affiliates’ internal business purposes in connection with managing and reconciling compute and power usage, billing, and settlements between Customer (and any other Operators specified in an Order Form) and Tenants.

3.2 Authorized Users. Customer may permit its Users to access and use the Platform on Customer’s behalf, provided that such Users are bound by obligations no less protective of Gnomos than those set forth in this Agreement. Customer is responsible for all acts and omissions of its Users and for any access granted to Operators or Tenants (if and to the extent such access is enabled by the Platform and configured by Customer).

3.3 Service Levels and Support. Unless otherwise specified in an Order Form, Gnomos will use commercially reasonable efforts to make the Platform available in accordance with its then-current standard service levels and will provide standard support during its normal business hours. Any enhanced service levels or support commitments will be set out in the applicable Order Form or service schedule.

3.4 Third-Party Services and Banking Partners. The Platform may enable access to or integration with third-party services (including know-your-business (KYB), know-your-customer (KYC), anti-money-laundering (AML)/sanctions screening, and escrow/FBO services) that are subject to separate terms between Customer (and, if applicable, Operators or Tenants) and the applicable third party. Gnomos is not a party to, and is not responsible for, such third-party terms. Customer acknowledges that Gnomos provides Embedded Payments Services in partnership with one or more Sponsor Banks. The movement of funds in connection with Embedded Payments Services is subject to the terms and conditions of Gnomos’s agreements with the applicable Sponsor Bank, applicable network rules, and any other program requirements communicated to Customer, and Customer's use of Embedded Payments Services may require Customer to agree to separate terms with the applicable Sponsor Bank or other financial institution partner. Customer further acknowledges that, as a condition of onboarding to or maintaining a Sponsor Bank program, the applicable Sponsor Bank may require Internet Backyard and/or Customer to establish and fund one or more reserve, prefunding, or collateral accounts at such Sponsor Bank, in amounts and on terms determined by the applicable Sponsor Bank from time to time. Any such reserve or prefunding requirements will be communicated to Customer in the applicable Order Form or as otherwise required by the Sponsor Bank.

3.5 Payment Processing; Regulatory Status. Gnomos provides payment processing services through the Platform's Embedded Payments Services functionality, acting as a payment processor in partnership with one or more Sponsor Banks. In connection with Embedded Payments Services, Gnomos may accept, route, process, and settle payment transactions on behalf of Customer, Operators, and Tenants through the Platform and through the applicable Sponsor Bank or payment network. Gnomos is not a bank and does not hold or insure customer funds in its own name; all funds in connection with payment processing are held by or through the applicable Sponsor Bank in accordance with applicable banking regulations. Customer acknowledges and agrees that its use of Embedded Payments Services is subject to: (a) Gnomos's then-current payment processing terms (which are incorporated by reference into the applicable Order Form); (b) the applicable Sponsor Bank's terms, program requirements, and conditions; and (c) applicable card network rules, payment system rules, and financial institution requirements. Any payment processing functionality not expressly included in an Order Form as part of the Embedded Payments Services is not provided by Gnomos under this Agreement.

3.6 KYC/KYB and Compliance Responsibilities. Customer is solely responsible for identifying and complying with all laws, regulations, and network rules applicable to its activities and those of any Operators and Tenants under its control, including any financial services, anti-money-laundering, sanctions, and consumer protection requirements. Without limiting the foregoing, Customer is responsible for providing accurate and complete information, records, consents, and cooperation reasonably requested by Gnomos, any Sponsor Bank, or any applicable third-party provider to support KYC, KYB, AML, sanctions, transaction monitoring, fraud monitoring, and other compliance reviews. To the extent the Platform enables or integrates with any third-party KYC, KYB, AML, sanctions screening, transaction monitoring, or similar services, such services constitute Third-Party Services under Section 3.4, and Gnomos has no responsibility or liability for the performance of, or results generated by, such services except to the extent expressly stated in an Order Form. Gnomos, in its capacity as a payment processor, will maintain such compliance programs as are required of it by applicable law, applicable network rules, and its agreements with the applicable Sponsor Bank.

3.7 Regulatory Status and Licensing. Gnomos provides Embedded Payments Services as a payment processor operating under its agreements with one or more Sponsor Banks and other financial institution partners. Gnomos is not a bank, money services business, or money transmitter in its own right, and any money transmission activities in connection with Embedded Payments Services are conducted pursuant to the applicable Sponsor Bank's charter, licenses, authorizations, or applicable exemptions. Gnomos maintains all registrations, licenses, and authorizations required for it to provide Embedded Payments Services in the jurisdictions where such services are offered. Customer acknowledges that the regulatory framework for payment processing may vary by jurisdiction, and Gnomos's ability to provide Embedded Payments Services in any particular jurisdiction is subject to applicable law and the terms of Gnomos's agreements with the applicable Sponsor Bank and other financial institution partners.

3.8 Changes to Sponsor Banks. Gnomos may add, replace, terminate, or route transactions among one or more Sponsor Banks or other financial institution partners from time to time in its discretion, including as required to comply with applicable law, network rules, Sponsor Bank requirements, risk controls, or business continuity needs. Gnomos will use commercially reasonable efforts to provide Customer with reasonable advance notice of any material change in Sponsor Bank that is expected to materially affect Customer’s use of the Embedded Payments Services, and will use commercially reasonable efforts to avoid material disruption to the Embedded Payments Services. A change in Sponsor Bank will not, by itself, constitute a breach of this Agreement or give rise to a termination right, provided that Gnomos continues to provide the Embedded Payments Services in accordance with the applicable Order Form in all material respects.

3.9 Payment Card Industry Compliance. To the extent Customer receives, processes, stores, or transmits cardholder data in connection with its use of Embedded Payments Services, Customer shall at all times comply with the Payment Card Industry Data Security Standard (“PCI DSS”) and any other applicable payment card network rules and security standards. Customer shall maintain its own PCI DSS compliance validation (including, as applicable, completing an annual Self-Assessment Questionnaire or engaging a Qualified Security Assessor) at the level appropriate to its transaction volume and business model. Customer shall promptly notify Gnomos of any actual or suspected breach of cardholder data or any failure to maintain PCI DSS compliance. Gnomos maintains PCI DSS compliance for those systems and processes within its control that are used to provide Embedded Payments Services, and will provide evidence of such compliance to Customer upon reasonable request.

3.10 Commercial Arrangements; Verification of Outputs. Customer acknowledges that the Platform is a calculation, reconciliation, and workflow orchestration tool and system of record only. Customer is solely responsible for (a) negotiating, documenting, and administering all commercial, billing, credit, and other terms and conditions between Customer (in any capacity), any Operators, Tenants, and other third parties, and (b) configuring and using the Platform (including all pricing, metering, Settlement Workflows, routing rules, approvals, and overrides) so that it reflects those commercial arrangements. Customer is solely responsible for reviewing and verifying the accuracy and appropriateness of any quotes, invoices, settlement instructions, payment files, and other outputs generated by or through the Platform before such outputs are acted upon internally, exported to, or executed by any external system, bank, payment processor, or other third party. Gnomos has no obligation to independently verify such outputs or Customer's configuration of the Platform and will not be responsible for any underpayment, overpayment, misapplied funds, or misrouted instructions to the extent resulting from Customer Data, Customer's or its Users' configuration or use of the Platform, or the acts or omissions of any Operators, Tenants, banks, payment processors, or other third parties.

4. Fees and Payment

4.1 SaaS-Based and Subscription Fees. As consideration for access to the Platform, Customer will pay Gnomos the software-as-a-service fees (collectively, the "SaaS Fees") in the amounts and on the schedule set forth in the applicable Order Form. SaaS Fees may consist of one-time fees, recurring subscription fees, usage-based fees, or a combination of the foregoing, as specified in the applicable Order Form. Unless otherwise stated in the Order Form, all SaaS Fees are due and payable within thirty (30) days of the applicable invoice date, are non-cancelable and, except as expressly provided in this Agreement, non-refundable. Implementation, configuration, onboarding, integration, testing, certification, or launch fees are addressed separately in Section 4.5.

4.2 Payment Processing Fees. In consideration for Embedded Payments Services provided by Gnomos, Customer will pay Gnomos the payment processing fees (collectively, the “Payment Processing Fees”) in the amounts and on the schedule set forth in the applicable Order Form. Payment Processing Fees may consist of per-transaction fees, monthly minimums, volume-based fees, or a combination of the foregoing, as specified in the applicable Order Form. Unless otherwise stated in the applicable Order Form, all Payment Processing Fees are due and payable within thirty (30) days of the applicable invoice date.

4.3 Interchange and Transaction-Based Fees.

(a) Interchange Revenue Share. To the extent specified in an Order Form that payment transactions processed through the Platform's Embedded Payments Services (including those between Operators and Tenants) are routed over card or other payment rails that generate interchange or analogous transaction fees (“Interchange”), the Order Form will specify the structure under which Gnomos receives a share of such Interchange, whether as (i) a percentage of Interchange, (ii) a basis point spread, and/or (iii) a fixed fee per transaction (collectively, “Interchange Revenue Share”). Customer acknowledges that Gnomos, as payment processor, shares a portion of Interchange with the applicable Sponsor Bank and applicable card networks in accordance with their respective agreements and network rules.

(b) Nesting Within Partner Economics. Customer acknowledges that Interchange fees are typically set by the applicable card networks and acquiring/issuing banks and may vary by transaction type, region, merchant category, and other factors, and that Gnomos’s Interchange Revenue Share is nested within (and not in addition to) the total Interchange and processing economics established by the relevant financial partners.

(c) Alternative Pricing Structures. If specified in an Order Form, Gnomos may charge other transaction-based fees, such as per-invoice, per-payment, or per-settlement fees, or fees based on total processed volume, instead of or in addition to Interchange Revenue Share, including with respect to transactions between Operators and Tenants recorded or facilitated through the Platform.

4.4 Professional Services Fees. Any Professional Services will be provided at Gnomos’s then-current time-and-materials rates or as otherwise specified in the applicable Order Form, and invoiced in accordance with such Order Form.

4.5 Implementation Fees. If specified in an Order Form, Customer will pay Gnomos implementation, onboarding, configuration, integration, testing, certification, or launch fees (collectively, “Implementation Fees”) in the amounts and on the schedule set forth in the applicable Order Form. Unless otherwise specified in an Order Form, Implementation Fees are due upon Customer's acceptance of the applicable Order Form, are non-cancelable and non-refundable, and may include amounts incurred by Gnomos in connection with onboarding Customer to any Sponsor Bank, payment network, third-party provider, or other program infrastructure. Any refund, credit, milestone-based payment, or launch-timing adjustment for Implementation Fees must be expressly stated in the applicable Order Form.

4.6 Taxes. All Fees are exclusive of any sales, use, value-added, goods and services, withholding, or similar taxes or levies imposed by applicable law (“Taxes”). Customer is responsible for all Taxes associated with its purchase and use of the Platform and services, except for taxes based on Gnomos's net income, property, or employees. If Gnomos is required to collect or remit Taxes, such Taxes will be invoiced to and paid by Customer.

4.7 Invoicing and Payment Terms. Unless otherwise specified in an Order Form, Gnomos will invoice Fees in accordance with this Section 4 and the applicable Order Form, and Customer will pay all undisputed amounts within thirty (30) days of the invoice date in the currency specified in the Order Form. Late payments may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer will reimburse Gnomos for all reasonable costs and expenses incurred in collecting any undisputed past-due amounts, including reasonable attorneys' fees, collection agency fees, and court costs.

4.8 Suspension for Non-Payment. If any undisputed amount remains unpaid for more than ten (10) days after its due date, Gnomos may, upon written notice to Customer, suspend Customer's access to the Platform and Embedded Payments Services, in whole or in part, until all past-due amounts (together with accrued interest) are paid in full. Suspension under this Section 4.8 does not limit any other remedies available to Gnomos and does not relieve Customer of its obligation to pay all Fees that continue to accrue during the suspension period. Gnomos will restore access promptly upon receipt of all past-due amounts.

4.9 Setoff. Except to the extent expressly provided in a Settlement Workflow documented in an Order Form (for example, as between Customer in its capacity as an Operator and Tenants or other Operators), Customer may not withhold, offset, or reduce any amounts due under this Agreement based on any counterclaim, setoff, or other claim.

5. Intellectual Property Rights; Data Ownership and Usage

5.1 Ownership of Gnomos Materials. As between Gnomos and Customer, Gnomos and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the Gnomos Materials, and nothing in this Agreement shall be construed as transferring any ownership rights to Customer. Gnomos reserves all rights not expressly granted.

5.2 Ownership of Customer Data. As between Gnomos and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer hereby grants to Gnomos a non-exclusive, worldwide, royalty-free license to host, use, reproduce, process, transmit, and display Customer Data solely as necessary to (a) provide, operate, support, secure, and maintain the Platform and any Professional Services; (b) prevent or address technical problems or at Customer’s request in connection with support; and (c) comply with applicable law.

5.3 Usage Data and De-Identified Data. Gnomos may collect and generate Usage Data in connection with the operation and use of the Platform. Gnomos may use and exploit Usage Data, and may create and use aggregated, anonymized, or de-identified data derived from Customer Data and Usage Data that does not identify Customer or any individual (“De-Identified Data”), for any lawful purpose, including to develop, improve, and deliver the Platform, AI models, analytics, and other products and services; provided that Gnomos will not (i) identify Customer or any Operator as the source of any De-Identified Data in any public materials without Customer’s prior written consent, or (ii) disclose De-Identified Data in a manner that would reasonably be expected to re-identify Customer, any Tenant, or any individual.

5.4 Feedback. Customer may from time to time provide Gnomos suggestions, comments, or other feedback regarding the Platform or services (“Feedback”). Gnomos may freely use and exploit Feedback for any purpose without restriction or obligation to Customer.

5.5 Data Processing Addendum. To the extent Gnomos processes personal data on behalf of Customer in providing the Platform, Customer’s use of the Platform is subject to Gnomos’s then-current Data Processing Addendum (“DPA”), which is incorporated into and forms part of this Agreement and governs such processing in accordance with applicable Data Protection Laws. The DPA applies to U.S. and non-U.S. processing of personal data, as applicable.

6. Restrictions on Use

6.1 Acceptable Use. Customer shall not, and shall not permit any User or third party (including any Operator or Tenant to whom Customer grants access to the Platform) to:

(a) use the Platform or Documentation in any manner or for any purpose that is not expressly permitted by this Agreement or that violates applicable law, including export control or sanctions laws;

(b) use the Platform for the purpose of developing or offering any product or service that competes with or is substantially similar to the Platform;

(c) copy, modify, translate, adapt, or create derivative works of the Platform or Documentation;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of any software provided in connection with the Platform, except to the extent such restriction is prohibited by applicable law;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, or otherwise make the Platform available to any third party (including on a service bureau or time-sharing basis), except as expressly permitted in this Agreement;

(f) interfere with or disrupt the integrity or performance of the Platform or any data contained therein, or attempt to gain unauthorized access to the Platform or related systems or networks;

(g) remove, alter, or obscure any proprietary notices on the Platform or Documentation;

(h) use the Platform to transmit malicious code, spam, or other harmful content; or

(i) export or re-export the Platform or any related technical data in violation of any applicable export control or sanctions laws, including to any person or entity on applicable government restricted party lists.

6.2 Credentials. Customer shall maintain the confidentiality of all user IDs, passwords, and other access credentials for the Platform and shall promptly notify Gnomos of any actual or suspected unauthorized access or use.

7. Confidentiality

7.1 Definition. “Confidential Information” means any non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including trade secrets, product plans, technology and technical information, business and marketing plans, financial information, and the terms and conditions of this Agreement and any Order Form. The Gnomos Materials, including the Platform and Documentation, are deemed Confidential Information of Gnomos.

7.2 Obligations. The Receiving Party shall (a) use the Disclosing Party’s Confidential Information solely to exercise its rights and perform its obligations under this Agreement; (b) not disclose such Confidential Information to any third party except to its and its Affiliates’ employees, contractors, and professional advisors who have a need to know the Confidential Information and are bound by confidentiality obligations at least as protective as those herein; and (c) protect such Confidential Information using at least reasonable care.

7.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was already known to it without restriction at the time of disclosure; (b) was or becomes publicly known through no wrongful act of the Receiving Party; (c) was rightfully received from a third party without restriction; or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that, to the extent legally permitted, it gives the Disclosing Party prompt written notice and cooperates with the Disclosing Party’s reasonable efforts to seek a protective order or other appropriate remedy.

8. Security; Evidence Bundles

8.1 Security. Gnomos will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data and to prevent unauthorized access to or use of the Platform, including safeguards consistent with the technical and organizational measures set forth in the DPA where applicable. Customer is responsible for maintaining appropriate technical and organizational measures within its own systems and for Operators and Tenants under its control.

8.2 Security Incidents and Personal Data Breaches. Gnomos will notify Customer without undue delay after becoming aware of a confirmed unauthorized access to or disclosure of Customer Data in Gnomos’s possession or control that constitutes a Personal Data Breach under the DPA or otherwise triggers a notification obligation under applicable Data Protection Laws. Such notice will include, to the extent known at the time, a description of the nature of the incident, the categories of affected data, the likely consequences, and the measures taken or proposed to be taken by Gnomos to address and mitigate the incident. Gnomos will promptly take appropriate remedial actions to contain, investigate, and mitigate the incident and will reasonably cooperate with Customer in connection with legally required notices or regulatory inquiries. Customer shall promptly notify Gnomos of any actual or suspected unauthorized access to or use of the Platform, Customer’s systems, User credentials, or Customer Data that may affect the Platform, Embedded Payments Services, or any Sponsor Bank program.

8.3 Evidence Bundles. Where specified in an Order Form, the Platform may generate structured evidence packets for invoicing and settlement workflows (each, an "Evidence Bundle"), which may include contract snapshots, metering and telemetry inputs, invoice lineage, adjustment and credit history, payment events, and settlement records. Evidence Bundles are generated automatically from the Customer Data, configuration, and telemetry available within the Platform at the time of generation, and Gnomos does not independently audit, validate, or supplement such inputs. Customer acknowledges that Evidence Bundles are provided as a convenience tool only and do not constitute legal, accounting, or compliance advice, or a guarantee that any particular invoice, settlement, or transaction is correct, complete, or enforceable, or that any regulator, auditor, or financial partner will accept them as sufficient evidence. Customer may use Evidence Bundles for its internal audit, dispute resolution, underwriting, and financing purposes, and may share them with Operators, Tenants, financial partners, auditors, and regulators, provided that Customer remains responsible for complying with applicable Data Protection Laws and confidentiality obligations and for reviewing and verifying the contents of Evidence Bundles and determining whether any additional evidence, documentation, or controls are required. Customer is responsible for ensuring that its contracts with Operators and Tenants permit such use and sharing and represents and warrants that it has obtained, and will maintain, all rights, consents, and authorizations necessary for Gnomos to generate and provide Evidence Bundles in accordance with this Agreement.

9. Warranties; Disclaimer

9.1 Gnomos Authority Warranty. Gnomos represents and warrants that it has the full power and authority to enter into and perform its obligations under these Terms of Service. By accepting these Terms of Service, Customer also represents and warrants that it has the full power and authority to do so and, if accepting on behalf of an entity, that it is duly authorized to bind that entity.

9.2 Platform Warranty. Gnomos warrants that, during the applicable subscription term set out in the Order Form, the Platform will materially conform to the Documentation. Customer’s sole and exclusive remedy for a breach of this warranty is for Gnomos to use commercially reasonable efforts to correct the non-conformity, or, if Gnomos is unable to do so within a reasonable time, for Customer to terminate the affected Order Form and receive a pro rata refund of any prepaid, unused Fees for the applicable period.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE PLATFORM, DOCUMENTATION, EMBEDDED PAYMENTS SERVICES, AND ANY PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. GNOMOS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GNOMOS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL PREVENT ALL DISPUTES OR PAYMENT FAILURES. Without limiting the foregoing, Gnomos is not responsible for, and disclaims all liability arising from: (a) any settlement, reconciliation, or payment failure, delay, reversal, chargeback, or other payment issue to the extent attributable to Customer Data, Customer’s or its Users’ configuration or use of the Platform (including any Settlement Workflows), or the acts or omissions of any Operators, Tenants, banks, payment processors, card networks, or other third parties; or (b) any errors in, or disputes regarding, the underlying commercial terms or transactions between Customer (in any capacity), any Operators, Tenants, or other third parties.

10. Indemnification

10.1 By Gnomos. (a) Intellectual Property Indemnity. Gnomos will defend Customer against any third-party claim alleging that Customer’s authorized use of the Platform as provided by Gnomos infringes any U.S. or EU intellectual property right, and will indemnify Customer from and against any damages and costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed in settlement by Gnomos arising from such claim. (b) Data Security and Privacy Indemnity. Gnomos will defend Customer against any third-party claim to the extent arising from Gnomos’s failure to comply with Section 8.1 (Security) or the DPA in connection with the Platform, where such failure results in (i) unauthorized access to or disclosure of Customer Data containing personal data, or (ii) a violation of Data Protection Laws for which Gnomos is directly responsible, and will indemnify Customer from and against any damages and costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed in settlement by Gnomos arising from such claim. (c) Exclusions. Gnomos’s obligations under Section 10.1 do not apply to the extent the applicable claim arises from: (i) Customer Data; (ii) Customer’s or its Users’ use of the Platform in combination with non-Gnomos products, services, or data; (iii) use of the Platform other than in accordance with this Agreement and the Documentation; (iv) any modification of the Platform not made or authorized in writing by Gnomos; or (v) the acts or omissions of any third-party systems, networks, or services not controlled by Gnomos.

10.2 IP Remedies. If the Platform is, or in Gnomos’s opinion is likely to be, the subject of an infringement claim, Gnomos may, at its option and expense: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform so that it becomes non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form upon written notice and refund to Customer any prepaid, unused Fees for the affected portion of the term.

10.3 By Customer. Customer will defend Gnomos against any third-party claim arising from (a) Customer Data; (b) Customer’s or its Users’ use of the Platform in violation of this Agreement or applicable law; or (c) any dispute between Customer (including in its capacity as an Operator) and any Operator, Tenant, or other third party regarding the underlying compute or power services or commercial arrangements, and will indemnify Gnomos from and against any damages and costs (including reasonable attorneys’ fees) finally awarded against Gnomos or agreed in settlement by Customer arising from such claim.

10.4 Conditions. The indemnifying Party’s obligations under this Section 10 are conditioned on the indemnified Party: (a) promptly giving written notice of the claim; (b) giving the indemnifying Party sole control of the defense and settlement of the claim (provided that the indemnifying Party may not settle any claim that imposes any liability or admission of fault on the indemnified Party without its prior written consent); and (c) providing reasonable cooperation at the indemnifying Party’s expense.

11. Limitation of Liability

11.1 Exclusion of Certain Damages. To the maximum extent permitted by law, neither Gnomos nor Customer will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, or data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages or such damages are foreseeable.

11.2 Limitation of Liability. To the maximum extent permitted by law, each of Gnomos's and Customer's aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, will not exceed the amounts actually paid or payable by Customer to Gnomos under the applicable Order Form during the twelve (12) months immediately preceding the event giving rise to the claim (the "Cap"). Notwithstanding the foregoing, each of Gnomos's and Customer's aggregate liability arising out of or related to (i) its breach of Section 7 (Confidentiality) or the DPA, or (ii) any failure to comply with Section 8.1 (Security) or Section 8.2 (Security Incidents and Personal Data Breaches) that results in unauthorized access to or disclosure of Customer Data, will not exceed two (2) times the Cap. The foregoing limitations will not apply to (a) Customer's payment obligations, (b) Gnomos's or Customer's indemnification obligations under Sections 10.1(a) and 10.3, or (c) Customer's breach of Section 6 (Restrictions on Use). Nothing in this Agreement will limit Gnomos's or Customer's liability to the extent such limitation is prohibited by applicable law.

12. Publicity

12.1 Public Announcements. Neither Gnomos nor Customer shall issue any press release or other public announcement referencing the other or these Terms of Service without the other's prior written consent, except as required by applicable law.

12.2 Customer Reference. With Customer’s prior written consent (email sufficient), Gnomos may identify Customer as a customer of Gnomos in its marketing materials, website, and investor presentations, and may use Customer’s name and logo solely in accordance with any trademark usage guidelines provided by Customer.

13. Term and Termination

13.1 Term of Agreement. This Agreement commences on the Effective Date and continues until terminated as provided herein.

13.2 Order Form Term. The term of each Order Form will be as specified therein. Unless otherwise stated in an Order Form, an Order Form will automatically renew for successive one (1) year periods unless Gnomos or Customer provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

13.3 Termination for Cause. Gnomos may terminate this Agreement or any affected Order Form upon written notice if Customer materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice thereof (ten (10) days in the case of non-payment). Customer may terminate this Agreement or any affected Order Form upon written notice if Gnomos materially breaches this Agreement or such Order Form and fails to cure such breach within thirty (30) days after receiving written notice thereof.

13.4 Termination or Suspension of Embedded Payments Services. In addition to any rights set forth in an Order Form, Gnomos may suspend or terminate Customer’s access to the Embedded Payments Services, in whole or in part, upon notice to Customer if required by applicable law, payment network rules, a Sponsor Bank, a governmental or regulatory authority, or Gnomos’s risk, fraud, sanctions, compliance, or security controls. Gnomos will use commercially reasonable efforts to limit any such suspension or termination to the affected portion of the Embedded Payments Services and to provide Customer an opportunity to cure where cure is permitted and commercially practicable. Any such suspension or termination will not affect Customer’s obligation to pay accrued Fees or other amounts due under this Agreement or any Order Form.

13.5 Effect of Termination. Upon expiration or termination of this Agreement or an Order Form: (a) Customer's rights to access and use the Platform under the applicable Order Forms will immediately cease; and (b) Customer shall promptly pay all outstanding Fees. Upon request made within thirty (30) days after the effective date of expiration or termination, Gnomos will make Customer Data available for export or download in a commercially reasonable format. After such thirty (30)-day period, Gnomos may delete or destroy Customer Data in accordance with its standard data retention schedule, unless required to retain such data by applicable law.

13.6 Survival. Sections 1, 4 (with respect to accrued payment obligations), 5, 6, 7, 8, 9.3, 10, 11, 12, 13.5, 13.6, and 14 will survive expiration or termination of this Agreement, together with any other provisions that by their nature are intended to survive.

14. Miscellaneous

14.1 Governing Law; Jurisdiction. This Agreement and any dispute arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. By accepting these Terms of Service, Customer submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any dispute arising out of or relating to these Terms of Service. For Customers established in the European Union or the United Kingdom, Gnomos may specify an alternative governing law and exclusive jurisdiction in the applicable Order Form.

14.2 Dispute Resolution. Before initiating any legal action (other than seeking emergency injunctive or other equitable relief), Customer will notify Gnomos in writing of the dispute and Gnomos and Customer will attempt in good faith to resolve the dispute within thirty (30) days. If the dispute is not resolved within that period, either party may pursue any remedies available at law or in equity.

14.3 Assignment. Customer may not assign or transfer these Terms of Service, by operation of law or otherwise, without the prior written consent of Gnomos. Gnomos may assign these Terms of Service without Customer's consent. Any attempted assignment in violation of this Section will be null and void.

14.4 Independent Contractors. Gnomos and Customer are independent contractors, and nothing in these Terms of Service will be construed to create a partnership, joint venture, agency, or employment relationship between them. Neither Gnomos nor Customer has authority to bind the other.

14.5 Force Majeure. Neither Gnomos nor Customer will be liable for any delay or failure in performance due to events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, riots, labor disputes, government actions, or failures of telecommunications or internet services, provided that the affected party uses commercially reasonable efforts to mitigate the impact of such event and resumes performance as soon as reasonably practicable.

14.6 Notices. All notices under this Agreement will be in writing and sent to the addresses set forth herein (or to such other address as Gnomos or Customer may designate by notice). Notices will be deemed given: (a) when delivered personally; (b) when sent by confirmed email (with a copy sent by another method permitted under this Section); (c) one (1) business day after being sent by a nationally recognized overnight courier; or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid.

14.7 Entire Agreement; Amendments. This Agreement, together with all Order Forms and any schedules, exhibits, or addenda expressly incorporated herein, constitutes the entire agreement between Gnomos and Customer with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. Gnomos may amend these Terms of Service at any time by posting a revised version at its website or through the Platform. Any amendment will be effective upon the earlier of (a) Customer's acceptance of the revised terms, or (b) Customer's continued access to or use of the Platform after the date the revised terms are posted, provided that Gnomos has given Customer reasonable notice of a material amendment. Amendments do not apply retroactively.

14.8 Waiver; Severability. The failure of Gnomos or Customer to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the provision will be enforced to the maximum extent permissible so as to give effect to the original intent of the provision.

14.9 Electronic Acceptance. These Terms of Service may be accepted electronically, including by clicking an acceptance button or checkbox or by accessing or using the Platform after being presented with these Terms of Service. Customer's electronic acceptance is legally binding and constitutes Customer's agreement to these Terms of Service to the same extent as a handwritten signature.