GEODD TERMS OF SERVICE

Purpose

This Services Agreement (“Agreement”) constitutes a legally binding and enforceable contract between Geodd LLC (“Geodd”) and the person or entity accepting these Terms (“Customer”) via a signed Service Order. These Terms shall govern Customer’s access to and use of Geodd’s premium computing ecosystem and are hereby incorporated by reference into each Order.

1. PROVISION OF SERVICES & EQUIPMENT

◾️ Grant of Rights: Subject to the payment of applicable Fees, Geodd grants Customer a limited, revocable, non-exclusive, non-sublicenseable right to access and use the Services during the Subscription Term.
◾️ Tier 3 Infrastructure: Services are hosted in environments maintained to Tier 3 data center standards, providing redundant power and cooling systems.
◾️ Service Obligations: Geodd utilizes commercially reasonable efforts to maintain availability and, in the event of an outage, aims to restore usage within a 24-to-48-hour window.
◾️ Operational Security: To maintain the proprietary nature of the managed environment, physical access to hardware facilities is strictly prohibited.

2. INTELLECTUAL PROPERTY & DATA

◾️ Customer Data Sovereignty: As between the parties, all model weights, training data, and inference results specific to the Customer remain the exclusive intellectual property of the Customer.
◾️ Reservation of Rights: Geodd retains all rights, title, and interest in the Services, Equipment, and all modifications or derivatives thereof.
◾️ Feedback: Geodd is free to use any input, suggestions, or ideas provided by the Customer entirely without obligation or restriction.
◾️ Data Resiliency & Backups: Geodd does not provide data backup services. Customer is solely responsible for maintaining independent, off-site backups of all critical data to ensure business continuity.

3. COMPLIANCE & AUDIT RIGHTS

◾️ Acceptable Use: Customer ensures the Services are not used for any purpose that violates law, third-party intellectual property, or involves cryptocurrency mining.
◾️ Audit Rights: Geodd, at its expense, shall have the right to review and/or audit Customer’s records to confirm compliance with this Agreement.
◾️ Record Retention: Customer shall retain pertinent records relating to this Agreement for the current calendar year plus three (3) additional years and provide them promptly upon request.
◾️ Personnel Protection: Customer agrees not to solicit or hire any Geodd employee or contractor for the duration of the Service and twelve (12) months thereafter.

4. CONFIDENTIALITY

◾️ Definition: “Confidential Information” includes all non-public technical, business, and financial information disclosed by the Disclosing Party that derives economic value from not being generally known.
◾️ Protection: The Receiving Party shall hold all Confidential Information in strict confidence and use the same degree of care (no less than reasonable care) to avoid unauthorized disclosure.
◾️ Survival: Confidentiality obligations shall survive the termination of this Agreement.

5. FINANCIAL TERMS

◾️ Payment of Fees: Customer agrees to pay all fees and charges specified on the Order. All payments are due upon receipt.
◾️ Late Payments: Past due amounts are subject to a finance charge of 1.5% per month on any outstanding balance, plus all expenses of collection.
◾️ Suspension: Geodd may suspend access to any portion of the Services if payments remain unpaid beyond seven (7) days.

6. WARRANTIES & DISCLAIMERS

◾️ Limited Warranty: Geodd warrants that Services will substantially operate in accordance with their description. Professional Services will be performed in a workmanlike manner.
‍Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES HEREIN, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GEODD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

7. LIMITATION OF LIABILITY

◾️ Liability Cap: Geodd’s total cumulative liability shall not exceed the fees paid by Customer to Geodd in the six (6) months prior to the act giving rise to the liability.
◾️ Exclusion of Damages: Geodd shall not be liable for the cost of procurement of substitute goods, loss of data, business interruption, or any indirect, incidental, or consequential damages.

8. INDEMNIFICATION

◾️ Customer Indemnity: Customer shall indemnify, defend, and hold harmless Geodd from and against any third-party claims arising out of Customer’s use of the Services or breach of this Agreement.

9. MISCELLANEOUS PROVISIONS

◾️ Governing Law: This Agreement is governed by the laws of the State of Delaware. All disputes shall be resolved in the courts of Delaware.
◾️ Force Majeure: Geodd is not liable for failure or delay resulting from conditions beyond its reasonable control, including acts of God, power failures, or internet disruptions.
◾️ Severability: If any provision is found unenforceable, it will be limited to the minimum extent necessary so that the Agreement remains in full force.
◾️ Entire Agreement: This Agreement constitutes the entire and exclusive agreement between the parties, superseding all prior agreements or promises.