ZorbeTerms and Conditions
These Terms and Conditions (the “Terms”) govern the services CloudCap AI Inc. (“Provider”) provides to a customer (“Customer”) under an executed Order Form that incorporates them. The Order Form and these Terms together form the entire agreement between the parties (the “Agreement”). Capitalized terms not defined in these Terms have the meanings given in the Order Form.
1. Structure; Order of Precedence; Versions
1.1 The Order Form sets the commercial and customer-specific terms: the Distillation Types in scope, the Pilot Fee and Pilot Requirements, dates and timeline, hosting and serving, pricing or the mechanism for setting it, the Notice Address, and any special terms. These Terms set everything else and apply to every Order Form that incorporates them.
1.2 In the event of a conflict, the Order Form controls over these Terms, and a variation to these Terms is effective only if it is written into the Order Form and signed by both parties.
1.3 These Terms are published at https://www.zorbe.ai/terms and are versioned. The version in effect on the Effective Date of an Order Form governs that Order Form for its duration. Provider may publish updated versions for new Order Forms at any time; an updated version applies to an existing Order Form only if Customer agrees in writing, except for changes required by applicable law, which take effect on notice to the Notice Address.
2. Definitions
“Text Distillation” means distilling a large or frontier text generation model into a smaller, faster, and lower-cost custom text generation model that replicates the reference model’s behaviour on Customer’s text tasks, such as moderation, translation, tagging, summarization, extraction, and conversational generation.
“TTS Distillation” means distilling a large or frontier text-to-speech model into a smaller, faster, and lower-cost custom speech synthesis model that reproduces the reference model’s output on Customer’s tasks, including voice identity, prosody, pace, and pronunciation across the languages and scripts in scope.
“Image Distillation” means distilling a large or frontier image generation model into a smaller, faster, and lower-cost custom image generation model that replicates the reference model’s behaviour on Customer’s tasks, including character identity, visual style, composition, and adherence to the prompt.
“Video Distillation” means distilling a large or frontier video generation model into a smaller, faster, and lower-cost custom video generation model that replicates the reference model’s behaviour on Customer’s tasks, including character identity, visual style, and motion.
“Distillation Types” means the types of distillation selected in the Order Form, being one or more of Text Distillation, TTS Distillation, Image Distillation, and Video Distillation.
“Distilled Model” means a custom model Provider produces for Customer under a Distillation Type, including any updates to it; “Pilot Model” means a Distilled Model produced during the Pilot.
“Gateway” means Provider’s model-routing and inference-optimization gateway, and the “Gateway Service” means the provision and configuration of the Gateway for Customer to reduce Customer’s inference costs while respecting Customer’s quality and latency requirements, where selected in the Order Form.
“Pilot” means the one-time evaluation engagement described in Section 4; “Pilot Requirements” means the materials and information Customer provides for it, as set out in the Order Form; and “Pilot Results” means the evaluation outputs, metrics, and findings Provider delivers under Section 4.5.
“Post-Pilot Services” means the ongoing provision of the Distilled Models for the Distillation Types in scope and, where selected, the Gateway Service, as described in Section 6.
“Pricing Notice” means the notice by which Provider communicates the fees for the Post-Pilot Services under Section 5, where the Order Form provides for pricing to be determined after the Pilot.
“Notice Address” means the Customer Notice Address stated in the Order Form.
“Customer Data” means data, content, prompts, requests, and materials Customer provides to Provider, including the Pilot Requirements. “Credentials” means Customer’s API keys, access tokens, secrets, and other credentials.
“Provider Technology” means Provider’s platform, pre-existing and foundation models, architectures, distillation methods, judge model, the Gateway and its optimizations, software, tooling, and know-how, and all improvements to any of the foregoing.
3. Notices
3.1 Notices under the Agreement must be in writing and may be given by email to the Notice Address (for Customer) or the Provider Notice Address (for Provider). Customer agrees that email to the Notice Address is a valid and sufficient means of notice, including for the Pricing Notice, invoices, and notices of termination, and that such notices are effective on delivery.
3.2 Each party is responsible for keeping its notice address current and for monitoring it. A notice is not ineffective because it was filtered, misrouted, or unread by the recipient’s systems. A party may change its notice address by written notice to the other.
4. The Pilot
4.1 Purpose. Provider will conduct a one-time pilot to demonstrate that smaller, lower-cost distilled models can maintain the quality of Customer’s current production on Customer’s own tasks, across each Distillation Type selected in the Order Form.
4.2 Customer materials. Customer will provide the Pilot Requirements set out in the Order Form, together with the reference model and version for each Distillation Type, which constitutes the quality bar the Pilot Model must meet or beat. Provider will begin the Pilot on receipt of the Pilot Requirements and payment of the Pilot Fee; any delay in Customer’s delivery extends the Pilot schedule accordingly.
4.3 Quality thresholds. Provider will convert Customer’s description of what “good” looks like into written pass/fail thresholds for each workload and will share those thresholds with Customer before training begins.
4.4 Conduct. Provider will assemble and filter a pilot training dataset from the materials Customer supplies and from teacher generations Provider runs itself where applicable, train a smaller model for each Distillation Type in scope, and evaluate the Pilot Models against the thresholds using Provider’s judge model.
4.5 Pilot Results. Provider will deliver the Pilot Results to Customer, reporting quality against the thresholds on a per-workload basis and, where the data spans multiple languages, broken out by language rather than as a single blended number.
4.6 Hosting during the Pilot. Provider hosts and serves the Pilot Models on Provider’s own infrastructure for the duration of the Pilot and bears the associated hosting and compute costs. Customer is not required to provide infrastructure, GPUs, or compute for the Pilot.
4.7 Evaluation use only. The Pilot Models are provided for Customer’s internal evaluation of the Pilot only and not for production use. Production use begins only on acceptance under Section 5.
4.8 Pilot Fee. The Pilot Fee is stated in the Order Form, is invoiced on the Effective Date, and is payable before Provider begins the Pilot. It is non-refundable once Provider has begun the Pilot. If Customer does not proceed to the Post-Pilot Services, the Pilot Fee is Customer’s only fee under the Agreement.
5. Pricing Notice and Acceptance
5.1 Pre-agreed pricing. Where the Order Form states pre-agreed pricing for the Post-Pilot Services, those fees apply and no Pricing Notice is required. Customer may elect to proceed at those fees following delivery of the Pilot Results.
5.2 Fees set after the Pilot. Where the Order Form provides for the monthly fee and usage fee to be set after the Pilot, Provider will set them on the basis of the Pilot Results and Customer’s own usage, and will send Customer a Pricing Notice by email to the Notice Address within the period stated in the Order Form. The Pricing Notice will state the monthly fee, the basis and rate of the usage fee, and the proposed commencement date, so that Customer has the actual figures before deciding whether to proceed.
5.3 Acceptance. Customer may accept by written notice to the Provider Notice Address within the acceptance window stated in the Order Form, which runs from completion of the Pilot, or by putting a Distilled Model into production use. On acceptance, the Post-Pilot Services commence on the stated commencement date and the accepted fees apply. If Customer does not accept within the acceptance window, the Agreement expires at the end of that window and Section 8.7 applies.
5.4 No obligation. Neither party is obligated to proceed to the Post-Pilot Services, and neither party owes the other any fee or other obligation in respect of them unless and until Customer accepts under this Section 5.3.
6. Post-Pilot Services
6.1 Distillation Services. For each Distillation Type in scope, Customer will designate the base model, and Provider will distill that base model into a smaller, faster, and lower-cost custom model by: (a) capturing a training dataset from Customer’s own traffic; (b) training the smaller model to replicate the base model’s behaviour on Customer’s tasks; (c) verifying the Distilled Model against the applicable quality thresholds using Provider’s judge model and canary gates before production use; and (d) deploying it in accordance with Section 7. Provider will provide updates as the parties may agree.
6.2 Gateway Service. Where selected in the Order Form, Provider will provide and configure the Gateway to route Customer’s inference requests through Provider’s optimizations so as to reduce Customer’s inference costs while respecting Customer’s quality and latency requirements, and will provide reasonable maintenance of the Gateway configuration during the term.
6.3 Gateway fee mechanics. Where the fees include a share of savings, that fee equals the agreed percentage of the Monthly Savings, calculated and payable monthly in arrears; if Monthly Savings for a month are zero or less, no such fee is payable for that month. “Monthly Savings” means, for each calendar month, the Baseline Cost minus the Actual Cost for all requests routed through the Gateway during that month, and in no event less than zero. “Baseline Cost” means the aggregate cost those same requests would have incurred, absent the Gateway, at the then-current published list price of the model that would otherwise have processed them, as metered by the Gateway on a per-request basis. “Actual Cost” means the amounts actually incurred to process those requests during the month, including amounts paid to model providers, as metered by the Gateway.
6.4 Savings Statement. Within five (5) business days after the end of each month, Provider will deliver a statement showing the routed request volume, the Baseline Cost, the Actual Cost, the resulting Monthly Savings, and the fee, and will invoice on that basis. Provider will maintain the Gateway’s routing and metering logs and make them available to Customer on reasonable request for verification.
6.5 Support and changes. Provider will provide commercially reasonable support. Any change to scope or fees will be made by a written amendment signed by both parties.
7. Hosting and Serving
7.1 Provider-hosted. The Post-Pilot Services are provided on a Provider-hosted basis. Provider hosts and serves the Distilled Models and, where in scope, the Gateway on Provider’s own infrastructure, provides Customer access to them, and bears the associated hosting, compute, and serving costs, which are reflected in the fees. Customer is not required to provide infrastructure, GPUs, or compute for the Post-Pilot Services.
7.2 No customer-hosted deployment. The Distilled Models and the Gateway are not delivered for Customer to install or operate on its own infrastructure, and Customer will not copy, extract, export, or otherwise attempt to run them outside the environment Provider provides, except where the Order Form expressly states otherwise and signed by both parties.
8. Fees, Payment, Term, and Termination
8.1 Pilot Fee. Provider invoices the Pilot Fee on the Effective Date, and Customer pays it by wire transfer within seven (7) days of the Effective Date, or such other period as the Order Form states. The Pilot Fee is payable before Provider begins the Pilot.
8.2 Post-Pilot payment by card. Before the commencement date, Customer will register a valid payment card with Provider through Stripe and will keep the card details current for as long as fees remain payable. Customer authorizes Provider to charge that card automatically, without further action by Customer, for the monthly fee and for any usage fee or other amount due under the Agreement. This authorization is a continuing authority that remains in force until the Agreement terminates and all accrued fees are paid.
8.3 Charging cycle; statements. Provider issues an invoice for the first month of the Post-Pilot Services. Thereafter no invoice is issued: fixed monthly fees are charged at the start of the month to which they relate, and usage fees and other variable amounts are calculated monthly in arrears and charged at the start of the following month. Provider will make a statement available to Customer for each month showing the amounts charged and, where applicable, the Savings Statement under Section 6.4. Customer may raise a good-faith dispute about a charge within thirty (30) days of the statement, and the parties will work in good faith to resolve it; the balance of the charge remains payable.
8.4 Failed charges. If a charge is declined or otherwise fails, Provider will notify Customer at the Notice Address, and Customer will provide valid payment details within five (5) business days. Provider may retry the charge. Undisputed amounts not paid when due accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and Provider may suspend the Post-Pilot Services on notice if an undisputed amount remains unpaid for thirty (30) days.
8.5 Taxes. Fees are exclusive of taxes, and Customer is responsible for all applicable taxes, duties, and withholdings other than taxes based on Provider’s net income.
8.6 Term. The Agreement begins on the Effective Date and continues until terminated. Either party may terminate for any or no reason on the termination notice period stated in the Order Form. During the notice period, Provider will continue to provide the services and Customer will continue to pay all fees as they become due, through and including the effective date of termination.
8.7 Effect of termination. On the effective date of termination or expiration: (a) the licenses in Section 9 terminate and Customer will cease all use of the Distilled Models and the Gateway; (b) Customer will pay all fees accrued through that date; and (c) each party will, on request, return or destroy the other’s Confidential Information, subject to routine backups and legal retention requirements.
8.8 Survival. Sections 3, 8 (as to accrued fees), 8.7, 9, 10, 11.3, 12, 13, 14, and 15 survive termination or expiration.
9. Intellectual Property and Data
9.1 Provider Technology. As between the parties, Provider owns and retains all right, title, and interest in and to the Provider Technology, including the Distilled Models and Pilot Models (and their weights and parameters), the Gateway, and all methods, architectures, and know-how used to provide the services.
9.2 License to Customer. Provider grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the term, to access and use the Distilled Models and, where in scope, the Gateway — solely for Customer’s internal business purposes. During the Pilot, the license is limited to internal evaluation. The license terminates automatically on termination or expiration of the Agreement.
9.3 Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data. Customer grants Provider a limited, non-exclusive, worldwide license to host, use, process, and create derivative works from the Customer Data solely to provide and support the services for Customer.
9.4 Restriction on data use. Provider will not use Customer Data to train, fine-tune, or improve any model, product, or service for the benefit of any third party.
9.5 Feedback. Customer grants Provider a perpetual, irrevocable, royalty-free license to use any feedback or suggestions Customer provides, without restriction or obligation.
10. Customer Responsibilities and Data Rights
10.1 Cooperation. Customer will provide the Customer Data, access, and cooperation reasonably required for Provider to perform, in a timely manner.
10.2 Data rights. Customer represents and warrants that it has all rights, consents, and licenses necessary to provide the Customer Data to Provider and to authorize the uses contemplated by the Agreement, and that Provider’s permitted use will not infringe or misappropriate any third-party rights or violate applicable law. Customer further represents and warrants that it has all rights, consents, and licenses necessary to permit distillation from the outputs generated through Customer’s accounts with the applicable model providers, including under the terms of service and other terms governing those accounts and outputs.
11. Warranties; Disclaimer
11.1 Authority. Each party warrants that it has the full right and authority to enter into and perform the Agreement.
11.2 Services. Provider warrants that it will perform in a professional and workmanlike manner consistent with generally accepted industry practices.
11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, THE DISTILLED MODELS, THE PILOT MODELS, AND THE GATEWAY ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GIVEN THE NATURE OF GENERATIVE AI, PROVIDER DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY SPECIFIC RESULT, QUALITY LEVEL, OR COST SAVING WILL BE ACHIEVED.
12. Limitation of Liability
EXCEPT FOR (a) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (b) A PARTY’S INDEMNIFICATION OBLIGATIONS, (c) CUSTOMER’S PAYMENT OBLIGATIONS, AND (d) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, EXCEPT THAT: (i) FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, A PARTY’S OBLIGATIONS UNDER SECTION 14, AND A PARTY’S INDEMNIFICATION OBLIGATIONS, SUCH LIABILITY WILL NOT EXCEED THREE TIMES (3X) SUCH FEES; AND (ii) CUSTOMER’S PAYMENT OBLIGATIONS AND A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO ANY LIMITATION.
13. Indemnification
13.1 By Provider. Provider will defend Customer against any third-party claim alleging that the Provider Technology, as provided by Provider and used in accordance with the Agreement, infringes such third party’s intellectual property rights, and will pay damages and reasonable costs finally awarded or agreed in settlement, subject to Section 12. Provider has no obligation for claims arising from: (a) Customer Data or any model, weights, or materials designated or supplied by Customer, including the base models; (b) combination with items not provided by Provider, where the claim would not have arisen but for the combination; (c) modifications made by anyone other than Provider; or (d) use not in accordance with the Agreement. If the Provider Technology becomes, or is likely in Provider’s opinion to become, the subject of an infringement claim, Provider may modify or replace it with a functional equivalent, procure the necessary rights, or terminate the affected service and refund any prepaid unused fees. This Section states Provider’s entire liability and Customer’s exclusive remedy for infringement claims.
13.2 By Customer. Customer will defend Provider against any third-party claim arising out of (a) the Customer Data, including any claim that Provider’s authorized use infringes, misappropriates, or violates a third party’s rights, and (b) Customer’s breach of its representations in Section 10.2, and will pay damages and reasonable costs finally awarded or agreed in settlement.
13.3 Procedure. The indemnified party will give prompt written notice of the claim, sole control of the defense and settlement (provided no settlement imposes an obligation on the indemnified party without its consent), and reasonable cooperation at the indemnifying party’s expense.
14. Confidentiality, Data Security, and Protection
14.1 Confidentiality. Each party will hold the other’s non-public information disclosed under the Agreement, including the Customer Data, the Pilot Results, and the pricing, in confidence; will use it solely to perform under the Agreement; and will disclose it only to personnel and advisors who need it and are bound by no less protective obligations. These obligations do not apply to information that is or becomes public through no fault of the recipient, was known without obligation before disclosure, is independently developed without use of the confidential information, or is rightfully received from a third party without restriction. Disclosure required by law is permitted with reasonable prior notice where legally allowed. Where the parties have a separate non-disclosure agreement, it also applies, and in the event of conflict the terms more protective of the disclosing party control.
14.2 Security program. Provider will maintain a comprehensive information security program with administrative, physical, and technical safeguards that meet or exceed generally accepted industry standards and are designed to protect the security, confidentiality, integrity, and availability of Customer Data and Credentials against unauthorized access, use, disclosure, alteration, loss, or destruction.
14.3 Encryption. Provider will encrypt Customer Data and Credentials in transit and at rest using industry-standard encryption.
14.4 Access controls. Provider will restrict access to Customer Data and Credentials to personnel who require it, will enforce role-based access controls and strong authentication including multi-factor authentication for administrative access, and will ensure all such personnel are bound by written confidentiality obligations no less protective than these Terms.
14.5 Credentials. Credentials are Confidential Information of Customer. Provider will: (a) store Credentials only in an encrypted, access-controlled secret-management system; (b) use them solely to provide the services; (c) not display, transmit, or store them in plaintext, and not include them in logs, error messages, analytics, support tickets, or user interfaces; (d) restrict access to the minimum number of authorized personnel with a need to know; and (e) promptly rotate, revoke, or delete them on Customer’s request or on termination.
14.6 Sensitive data. Provider will treat all Customer Data — including personal, proprietary, or otherwise sensitive data — as Confidential Information and will not access, use, or disclose it except as necessary to provide the services or as expressly permitted.
14.7 Security incidents. Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any confirmed unauthorized access to, or acquisition, disclosure, or loss of, Customer Data or Credentials; will provide the information reasonably known to it; and will take reasonable steps to investigate, mitigate, and remediate.
14.8 Subprocessors. Provider will impose data-protection and security obligations no less protective than these Terms on any subprocessor or third party it engages to process Customer Data or Credentials, and remains responsible for their acts and omissions.
14.9 Return or deletion. On termination or expiration, or on Customer’s earlier written request, Provider will return or securely delete Customer Data and Credentials in its possession or control, subject to routine backups and legal retention requirements, and will confirm deletion in writing if requested.
14.10 Data processing addendum. If Provider processes personal data on Customer’s behalf, the parties will enter into a data processing addendum as required by applicable law.
15. General
15.1 Governing law; venue. The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, unless the Order Form states otherwise.
15.2 Relationship. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
15.3 Assignment. Neither party may assign the Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets, upon notice; any other purported assignment is void.
15.4 Publicity. Neither party will use the other’s name, logo, or trademarks in any public communication without prior written consent.
15.5 Force majeure. Neither party is liable for any delay or failure to perform, other than payment obligations, due to causes beyond its reasonable control.
15.6 Entire agreement. The Order Form and these Terms are the entire agreement between the parties and supersede all prior agreements on their subject matter. Amendments must be in a writing signed by both parties.
15.7 Counterparts. The Order Form may be executed in counterparts, including by electronic signature, each of which is an original and all of which together form one instrument.
15.8 Severability; waiver. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder stays in effect. A failure to enforce is not a waiver.