Master Services Agreement

“Agreement” means this Master Services Agreement together with any Order Form executed by the parties. “Customer” means the entity identified in the Order Form. “AluminatAI” means AluminatAI Inc., a Delaware corporation. “Services” means the GPU monitoring, cost attribution, and analytics platform made available by AluminatAI at aluminatiai.com and via the AluminatAI API. “Documentation” means the technical and user documentation available at aluminatiai.com/docs. “Order Form” means a written document signed by both parties specifying the Services purchased, fees, and term. “Authorized Users” means employees or contractors of Customer who are permitted to access the Services under an Order Form.

Subject to the terms of this Agreement and timely payment of all fees, AluminatAI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Services for Customer’s internal business purposes; (b) install and run the AluminatAI monitoring agent on Customer’s GPU infrastructure; and (c) access the Documentation.

All rights not expressly granted herein are reserved by AluminatAI. No license is granted to any AluminatAI intellectual property other than as expressly set forth in this Section.

Customer shall not, and shall ensure Authorized Users do not:

• sublicense, resell, or make the Services available to third parties;
• reverse engineer, decompile, or disassemble the Services or agent software;
• use the Services to develop a competing product or service or benchmark the Services against a competitor without AluminatAI’s prior written consent;
• remove or obscure any proprietary notices;
• use the Services in violation of applicable law or in a manner that infringes the rights of any third party.

Fees are set forth in the applicable Order Form. Unless otherwise stated, fees are due monthly in arrears, invoiced at the end of each billing cycle. AluminatAI bills based on the peak number of distinct GPU UUIDs reporting metrics during the billing cycle.

All fees are non-refundable except as expressly stated herein. AluminatAI may increase fees upon 60 days’ written notice; Customer may terminate the affected Order Form within 30 days of such notice without penalty.

Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). AluminatAI may suspend Services after 10 business days’ written notice of non-payment.

Each party (“Receiving Party”) may receive Confidential Information of the other party (“Disclosing Party”). “Confidential Information” means non-public information disclosed in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

The Receiving Party shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect it with at least the same degree of care used to protect its own confidential information (but no less than reasonable care); and (c) not disclose it to third parties without the Disclosing Party’s prior written consent, except to employees or contractors with a need to know who are bound by confidentiality obligations at least as protective as this Section.

Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known before disclosure; (iii) is received from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

To the extent AluminatAI processes personal data on behalf of Customer in providing the Services, such processing is governed by the AluminatAI Data Processing Agreement (“DPA”), available at aluminatiai.com/legal/dpa, which is incorporated herein by reference. Customer represents that it has a lawful basis for the personal data it submits to the Services.

AluminatAI implements and maintains the technical and organizational security measures described in its Security Policy at aluminatiai.com/legal/security, including TLS 1.2+ in transit, AES-256 at rest, row-level security, and SOC 2 Type II-certified infrastructure (Vercel and Supabase).

THE SERVICES ARE PROVIDED “AS IS.” ALUMINATAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALUMINATAI DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, EXCEPT AS EXPRESSLY SET FORTH IN AN SLA ADDENDUM EXECUTED BY THE PARTIES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

The foregoing limitations do not apply to: (i) Customer’s payment obligations; (ii) either party’s indemnification obligations; or (iii) damages arising from gross negligence or willful misconduct.

AluminatAI will defend Customer against any third-party claim alleging that the Services, as used in accordance with this Agreement, infringe or misappropriate any third-party intellectual property right, and will pay amounts finally awarded or agreed in settlement, provided that Customer: (a) promptly notifies AluminatAI in writing; (b) gives AluminatAI sole control of the defense; and (c) provides reasonable cooperation.

Customer will defend AluminatAI against any third-party claim arising from Customer’s breach of this Agreement or Customer Data, and will pay amounts finally awarded or agreed in settlement, under the same conditions above.

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated (“Term”). Each Order Form has the Subscription Term stated therein, which auto-renews for successive equal periods unless either party provides 30 days’ written notice of non-renewal.

Either party may terminate this Agreement or an Order Form for material breach if the breaching party fails to cure within 30 days after written notice. AluminatAI may terminate immediately if Customer violates Section 3 (Restrictions).

Upon termination, Customer’s license to the Services ends, Customer must cease using the Services, and AluminatAI will make Customer Data available for export for 30 days before deletion in accordance with the DPA.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. Any dispute not resolved within 30 days of written notice shall be submitted to binding arbitration before JAMS in San Francisco, California, pursuant to its Streamlined Arbitration Rules, with proceedings in English. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Nothing herein prevents either party from seeking injunctive relief in a court of competent jurisdiction.