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Terms and Conditions

Version 2.0 · Effective September 29, 2026 · CloudCap AI Inc., trading as Zorbe (“Provider” or “Zorbe”), Newark, DE · Supersedes Version 1.0 (August 7, 2026). See the change log.

These Terms and Conditions (the “Terms”) govern the services CloudCap AI Inc., a Delaware corporation trading as Zorbe (“Provider” or “Zorbe”; the two names refer to the same legal entity and are used interchangeably in Zorbe’s materials), 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 Order of precedence. 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 or a written amendment and signed by both parties. Provider may not vary any term of the Agreement unilaterally.

1.2A Customer-protective floor. Sections 1.4, 5.5, 5.6, 8.3, 8.4 (as to what Provider may not withhold), 8.6 (as to the thirty-day maximum notice period), 9.2, 9.4, 9.5, 9.6, 9.8, 9.10, and 9.11 are a floor. An Order Form may improve on them in Customer’s favour, but a term of an Order Form or of any exhibit that is less favourable to Customer than those Sections is of no effect to the extent of the difference, and those Sections control notwithstanding Section 1.2. In particular, an Order Form may not charge a recurring fee before the Acceptance Date, may not require more than thirty (30) days’ termination notice, may not charge a fee for delivery of a Customer Model, may not leave a usage or API rate to be set after delivery, and may not condition Customer’s ownership of or access to a Customer Model on payment or on any other act.

1.3 Changes to these Terms. These Terms are published at https://www.zorbe.ai/terms. We will update these terms as Zorbe grows. If we make a material change, we will note it here and update the date above. Continued use after a change means you accept the updated terms.

1.4 Limits on those changes. Provider will give Customer a complete copy of the version in effect on or before signature, and again at any time on request, and will keep every prior version available for at least seven (7) years. A change to these Terms is in no event retroactive, and does not affect any right or obligation that accrued before it took effect. No change to these Terms, and no amendment, reduces or conditions Customer’s ownership of, or rights in, a Customer Model under Section 9, and none introduces a fee for delivery of the Customer Model.

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 notified by Provider under Section 4.2; 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.

“Deployment Mode” means the mode of deployment stated in the Order Form under Section 7.1, being one of Provider-hosted, Customer cloud (VPC), or On-premise.

“Rate Schedule” means the schedule of usage rates for the Post-Pilot Services described in Section 5.5, set out in the Order Form or an exhibit to it.

“Acceptance Date” means the date Customer accepts the first Distilled Model under an Order Form in accordance with Section 5.3 or, where the Order Form provides for no pilot or no acceptance step, the date Provider delivers a working endpoint or the Customer Model for that first Distilled Model.

“Notice Address” means the Customer Notice Address stated in the Order Form.

“Customer Data” means data, content, prompts, requests, outputs generated for Customer, and materials Customer provides to or generates through 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. Provider Technology does not include any Customer Model, the Customer Data, or the Pilot Results.

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 statements, and that an ordinary notice is effective on delivery.

3.2 Notices that start a clock. A notice of termination, of material breach, of suspension, or of a rate increase is effective only on the earlier of (a) the recipient’s acknowledgment and (b) two (2) business days after sending, and only where the sender has not received a delivery-failure notification. Where the sender receives a delivery-failure notification, or where such a notice is not acknowledged within two (2) business days, it is not effective until the sender has re-sent it successfully or delivered it by courier to the recipient’s registered address, and any period that runs from such a notice runs only from the date it becomes effective. Each party is responsible for keeping its notice address current and for monitoring it, and may change it 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. Provider will notify Customer in writing at the Notice Address of the materials and information required for the Pilot. Customer will provide those Pilot Requirements, 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 agree those thresholds with Customer in writing before training begins. The agreed thresholds are the contractual standard for the warranty in Section 11.2, for acceptance under Section 5.3, and for billing commencement under Section 8.3. On Customer’s request Provider will describe the judge model’s evaluation methodology and provide the per-item scores, so that Customer can verify a pass rather than take it on trust.

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. The Pilot Results, the agreed thresholds, and the held-out test sets are Customer’s Confidential Information, and Customer may use them for any purpose without restriction.

4.6 Hosting during the Pilot. Unless the Order Form states a different Deployment Mode for 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, and Customer is not required to provide infrastructure, GPUs, or compute for the Pilot. Where the Order Form states that Customer provides or pays for the infrastructure, GPUs, or compute for the Pilot or for the Post-Pilot Services, that allocation controls and Provider’s fees are set on that basis.

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. If Customer proceeds to the Post-Pilot Services, the Pilot Fee is credited in full against the first month’s recurring fee. If no Pilot Model meets the quality thresholds agreed under Section 4.3, Customer may elect, by written notice within the acceptance window, either a credit of the Pilot Fee against any future fees or to terminate with no further obligation. The Pilot Fee is otherwise 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.

4.9 Pilot Models are Customer Models. Each Pilot Model is a Customer Model for the purposes of Section 9, and Customer’s ownership under Section 9.2 and its delivery rights under Section 9.5 apply to it from the moment it is trained.

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 full Rate Schedule under Section 5.5, the included volume and overage rate, and the proposed commencement date, so that Customer has the actual figures before deciding whether to proceed. Customer is not obliged to proceed and owes nothing beyond the Pilot Fee if it does not.

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.

5.5 Rate Schedule. Where the Post-Pilot Services include a usage or API fee, that fee is governed by a Rate Schedule agreed in writing before it can be charged. The Rate Schedule states, for each Distillation Type in scope: the unit of measure (for example per 1M input tokens and per 1M output tokens, per generated second of audio or video, or per 1,000 images), the rate per unit, the volume included in the monthly fee, and the overage rate. Where the Order Form states pre-agreed pricing, the Rate Schedule is attached to the Order Form as an exhibit at signing. Where the Order Form provides for the usage fee to be set after the Pilot, the Pricing Notice under Section 5.2 contains the Rate Schedule, and on acceptance it becomes an exhibit to the Order Form. Provider will not charge a usage or API fee for any unit for which no rate has been agreed in writing, and will not apply a rate retroactively to usage that preceded its agreement.

5.6 Rate changes. Provider may change a Rate Schedule no more than once in any twelve (12) month period and only on not less than sixty (60) days’ prior written notice to the Notice Address. A change takes effect at the start of a billing month after that notice period and is never retroactive. If a change increases any rate, Customer may terminate the affected Distillation Type or the Agreement without penalty by notice given before the change takes effect, and the existing rates continue to apply until termination takes effect. The rate applicable to volume already included in a fixed monthly fee does not change during the then-current term. A documented pass-through of an increase in a third-party model provider’s published list price is not counted against the once-in-twelve-months limit, but is subject to the same notice period and the same termination right.

6. Post-Pilot Services

6.1 Distillation Services. For each Distillation Type in scope, Customer will designate the base model, or may ask Provider to recommend one; where Provider recommends, Provider will benchmark the bases available at the time against Customer’s task, propose the one that performs best on it, and re-benchmark and propose a change when a stronger base ships. Provider will distill the designated 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 the Deployment Mode stated in the Order Form in accordance with Section 7, and delivering the Customer Model to Customer under Section 9.5. Provider will provide updates, refreshes, and retraining 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 for at least twenty-four (24) months and make them available to Customer on reasonable request for verification. If verification shows that Customer was overcharged by more than three percent (3%) in any month, Provider will credit the overcharge and bear the reasonable cost of the 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 Deployment Modes. The Order Form states the Deployment Mode. Where the Order Form does not state one, the Deployment Mode is Provider-hosted, which is Provider’s standard basis of supply. All three modes run the same Distilled Model and the same Gateway configuration; they differ only in where the GPU sits and who operates it.

7.2 Customer-hosted deployment is permitted. Where the Deployment Mode is Customer cloud (VPC) or On-premise, Provider delivers the Customer Model and the materials needed to load and run it under Section 9.5, and Customer may install, copy, run, operate, and scale it on infrastructure Customer provides. No per-call, per-token, per-second, per-image, or other usage fee is payable to Provider for inference Customer runs on infrastructure Customer provides; what Provider charges for in that mode is the platform fee covering distillation, the release gate, updates, and ongoing refresh. Where the Deployment Mode is Provider-hosted, Customer’s right under Section 9.5 to take delivery of the Customer Model and run it on its own infrastructure is unaffected, and Customer may move to another Deployment Mode at any time on written notice, subject to the parties agreeing in writing any change in fees that follows from the change in who bears the compute cost.

7.3 Regulated environments and data residency. Where Customer operates in a regulated environment, or requires that Customer Data not leave its estate, the parties will use Customer cloud (VPC) or On-premise, and Provider will design the training and serving pipeline to run inside Customer’s infrastructure from the start rather than retrofit it.

7.4 Frontier tier. Where a base or reference model of a third-party provider remains in the loop after deployment, for generating training demonstrations, shadow sampling for continuous evaluation, or escalating queries that trip the confidence gate, the Order Form states whose contract and API keys are used. Where Customer’s own contract and keys are used, Customer pays that provider directly under its own terms and Section 14.5 governs Provider’s handling of the Credentials. Where Customer asks Provider to hold that contract, Provider may do so and fold the cost into the platform fee.

7.5 Availability. Where the Deployment Mode is Provider-hosted, Provider will use commercially reasonable efforts to make the serving endpoint available at least 99.5% of each calendar month, excluding maintenance notified at least forty-eight (48) hours in advance and events of force majeure, and will report availability on request. Where the Order Form states service credits, those credits apply. Provider will give Customer reasonable prior notice of any change to the serving stack, the served model version, or the routing configuration that could materially affect latency, cost, or output quality, and will not change the version of a Customer Model served to Customer’s production traffic without Customer’s consent. Where the Deployment Mode is Customer cloud (VPC) or On-premise, this Section does not apply to infrastructure Customer operates.

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 fifteen (15) days of the invoice 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 method. The Order Form states the payment method for the Post-Pilot Services. Where it states invoice, Provider issues an invoice each month and Customer pays by wire transfer or ACH within thirty (30) days of the invoice date; no payment card and no stored payment credential is required. Where it states card, Customer will register a valid payment card with Provider through Stripe, keep the card details current for as long as fees remain payable, and authorize Provider to charge that card for amounts due under the Agreement; Customer may withdraw that authorization at any time by giving notice that it is moving to invoice payment, and Provider will then invoice under this Section. Where the Order Form is silent, the method is invoice if the annualized fees are USD 50,000 or more, and card otherwise.

8.3 Billing commencement. No platform, subscription, or other recurring fee accrues on or from the Effective Date. Recurring fees begin on the Acceptance Date, and usage fees accrue only from the date Customer begins production use. Where delivery of the first Distilled Model is later than the date contemplated in the Order Form for any reason other than Customer’s delay in providing data, access, or cooperation, commencement moves with actual delivery and Customer owes no recurring fee for the intervening period. The first billing month is prorated from the Acceptance Date. The Pilot Fee, where one is stated, is the only fee invoiced on the Effective Date.

8.3A Charging cycle; invoices and statements. Provider issues an invoice for every billing month, whatever the payment method, itemising the volumes metered against each line of the Rate Schedule, the rate applied, and any purchase order or cost-centre reference Customer provides. Fixed monthly fees are invoiced at the start of the month to which they relate; usage fees and other variable amounts are calculated monthly in arrears and invoiced at the start of the following month. Where the payment method is card, Provider charges the card against that invoice no earlier than five (5) business days after issuing it. 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 an invoice or a charge within forty-five (45) days of it and may withhold the disputed amount pending resolution, and the parties will work in good faith to resolve it within thirty (30) days. A disputed amount does not accrue interest, is not grounds for suspension, and is not grounds for withholding delivery under Section 9.5; the undisputed balance remains payable.

8.4 Failed charges; late payment; suspension. If a charge is declined or otherwise fails, Provider will notify Customer at the Notice Address, and Customer will provide valid payment details or pay by wire within ten (10) business days. Undisputed amounts not paid when due accrue interest at the lower of 1% per month or the maximum rate permitted by law. Provider may suspend the Provider-hosted services only where an undisputed amount has remained unpaid for thirty (30) days after the due date and Provider has given a further ten (10) business days’ prior written notice of suspension to the Notice Address and to any escalation contact stated in the Order Form. Provider will not, in any circumstances, including during a suspension or a payment dispute, withhold, delay, or condition delivery under Section 9.5, disable or degrade a Customer Model that Customer is running on infrastructure Customer provides, or interfere with Customer’s ownership or licence under Section 9.2. Provider’s remedy for unpaid fees is a claim for those fees.

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; termination. The Agreement begins on the Effective Date and, following commencement of the Post-Pilot Services, continues on a monthly recurring basis until terminated. Either party may terminate the Agreement, or any individual Distillation Type or service under it, for any or no reason on thirty (30) days’ prior written notice, or on any shorter period the Order Form states. The notice period will not in any event exceed thirty (30) days, and a longer period stated in an Order Form is read as thirty (30) days. There is no minimum term and no lock-in period. Either party may also terminate immediately on written notice if the other commits a material breach and fails to cure it within thirty (30) days of notice, or becomes insolvent or subject to an insolvency, administration, or similar proceeding. During the notice period, Provider will continue to provide the services and Customer will continue to pay fees for services actually provided through the effective date of termination. Neither party owes a termination fee, early-exit charge, or minimum-term shortfall, and Provider will refund any fees prepaid for a period after the effective date of termination, pro rata, within thirty (30) days.

8.7 Effect of termination. On the effective date of termination or expiration: (a) Customer’s right to access the Distilled Models and the Gateway through Provider’s hosted platform ends, and the licences Customer granted to Provider under Sections 9.3 and 9.7 terminate; (b) Customer will pay all fees accrued through that date; (c) each party will, on request, return or destroy the other’s Confidential Information, subject to routine backups and legal retention requirements; (d) Provider will deliver the then-current Customer Model for every Distillation Type under Section 9.5, automatically, without a request and at no charge, within five (5) business days; and (e) if Customer so requests on or before the effective date of termination, Provider will continue to host and serve the Customer Models for up to ninety (90) days after that date at the then-current fees, so that Customer can migrate. For the avoidance of doubt, termination does not affect Customer’s ownership of the Customer Model under Section 9.2, Customer’s licence under Section 9.2 to the Provider Technology embodied in or required to run it, Customer’s right to delivery under Section 9.5, or Customer’s right to continue running the Customer Model under Section 9.6, none of which terminate, expire, or require any further payment.

8.8 Survival. Sections 1.4, 3, 4.5, 4.9, 5.5 (as to rates already charged), 8 (as to accrued fees and refunds), 8.7, 9 (including Customer’s ownership and licence under Section 9.2 and its rights under Sections 9.4, 9.5, 9.6, 9.8, 9.10, and 9.11, each of which survives indefinitely), 10, 11.3, 12, 13, 14, and 15 survive termination or expiration for any reason, including termination by Provider for Customer’s breach.

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 its base architectures, distillation methods, training pipeline, judge model, evaluation harness, serving stack, and the Gateway, together with all improvements to any of them. Nothing in the Agreement transfers ownership of the Provider Technology to Customer. This Section 9.1 does not limit, qualify, or reduce Customer’s ownership of a Customer Model or the licence Provider grants under Section 9.2, and Provider will not rely on its rights in the Provider Technology to prevent Customer from possessing, running, modifying, or self-hosting a Customer Model.

9.2 Customer Model; ownership and licence. As between the parties, Customer owns each Distilled Model that Provider trains for Customer’s tasks (each, a “Customer Model”), including its weights, parameters, checkpoints, adapters, model configuration, and tokenizer. Provider assigns to Customer all right, title, and interest it may have in them. That assignment is not qualified or reduced by Provider’s retained ownership of the Provider Technology. Where any Provider Technology is embodied in the weights, parameters, model configuration, or tokenizer of a Customer Model as delivered, Provider grants Customer a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence, sublicensable to Customer’s affiliates and to service providers acting on Customer’s behalf, to use, reproduce, modify, host, and deploy that embodied Provider Technology solely as part of running that Customer Model. That licence extends only to what is embodied in the delivered artefacts. It is not a licence to the training pipeline, the distillation methods, the judge model, the evaluation harness, the serving stack, or the Gateway, none of which is delivered, and it does not entitle Customer to have Provider evaluate, retrain, fine-tune, refresh, or continue to develop a Customer Model, which are services Provider performs only while the Agreement is in effect. Where a Customer Model derives from a base or reference model licensed from a third party, Customer’s rights in that base model come from that provider’s own licence and not from Provider, and Provider grants no rights it does not hold. Customer’s rights under this Section 9.2 survive termination or expiration for any reason, including termination by Provider for Customer’s breach, and are not conditioned on the payment of any fee, on the absence of a dispute, or on any other act by Customer. Provider may not revoke, suspend, or terminate them for any reason, including non-payment or termination for cause, and Provider’s remedy for unpaid fees is a claim for those fees. Customer will not distribute, sublicense, or resell the Provider Technology on a standalone basis separate from a Customer Model.

The intended effect of this Section is that Customer owns a working model and can keep running it indefinitely, on infrastructure of its choosing, whether or not the commercial relationship with Provider continues. Any ambiguity in the Agreement is to be resolved in favour of that effect, and Sections 9.2, 9.4, 9.5, and 9.6 control over any other provision of these Terms.

9.3 License to Provider. Customer grants Provider a non-exclusive, worldwide license, during the term, to host, serve, reproduce, modify, and create derivative works of the Customer Model solely to provide and support the services for Customer.

9.4 Deployment. Customer Models are deployed in the Deployment Mode stated in the Order Form under Section 7.1. Customer may copy, export, install, and run a Customer Model on infrastructure Customer provides, including its own cloud account and its own datacentre, and may permit its affiliates and its service providers to do so on its behalf. Customer will not, however, offer a Customer Model as a general-purpose model-distillation or model-training service competitive with Provider’s own, or use it to reverse engineer the Provider Technology beyond what is necessary to run and maintain the Customer Model; and Customer remains subject to the terms of the applicable base model provider governing outputs from which the Customer Model was distilled, so far as those terms apply to Customer.

9.5 Model Portability; delivery of weights. Provider will deliver a copy of the Customer Model to Customer: (a) on the Acceptance Date for that Customer Model, without Customer having to ask; and (b) at any later time on Customer’s written request, whether during the term or after termination or expiration, within five (5) business days of the request. Delivery includes the weights, parameters, checkpoints, and adapters in a standard serialized format, the model configuration and tokenizer, and documentation sufficient to load the Customer Model on a standard open-source inference runtime. Delivery does not include, and Provider is not obliged to deliver, the training pipeline, the distillation methods, the judge model, the evaluation harness, held-out test sets, training data, the serving stack, or the Gateway, each of which is Provider Technology under Section 9.1 and remains Provider’s. There is no export fee, egress fee, release fee, buy-out, or other charge for delivery under this Section, and there is no deadline after termination by which Customer must request it. Provider will not withhold or delay delivery on account of a good-faith disputed amount or as leverage in a commercial dispute. Delivery is not conditioned on payment, on the absence of a dispute, on a release, or on any other act by Customer; Customer remains separately liable for fees accrued before delivery, and Provider’s remedy for them is a claim for those fees. Provider will deliver by a secure method Customer reasonably specifies, will verify the integrity of what it delivers, will re-deliver at no charge if a delivery is incomplete or corrupt, and will provide up to ten (10) hours of technical assistance per Customer Model at no charge to help Customer stand up its own serving. Provider will maintain a complete and current copy of everything deliverable under this Section throughout the term and for twelve (12) months after termination or expiration, so that it is always able to perform it. Customer’s right to delivery under this Section is a material obligation of Provider, is specifically enforceable, and is not subject to the caps in Section 12. What Provider does not deliver under this Section, and what remains Provider’s to operate, is the Provider Technology that is not embodied in or required to run the Customer Model: the distillation and training pipeline, the judge model, the Gateway, and the tooling by which Provider produces further models.

9.6 Continuity; the model does not stop working. Customer’s ownership of the Customer Model survives termination, and so does Customer’s ability to run it. A Customer Model delivered under Section 9.5 is not time-limited, licence-keyed, or dependent on any Provider service, entitlement check, licence server, or network callback in order to run, and Provider will not build or use any mechanism that disables, degrades, or expires a Customer Model in Customer’s possession. After the Agreement ends Customer may continue to run, modify, and self-host the Customer Model indefinitely, on its own or a third party’s infrastructure, without further payment to Provider and without any per-call, per-token, or usage fee. What ends with the Agreement is Provider’s ongoing work: hosting on Provider infrastructure where that is the Deployment Mode, access to the Gateway, updates, refreshes, retraining, re-benchmarking, evaluation, and support. Provider will delete its own copies of the Customer Model on Customer’s written request following termination, subject to routine backups, legal retention requirements, and any pending request under Section 9.5.

9.7 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.

9.8 Restriction on data use. Provider will not use Customer Data, a Customer Model, or any derivative of either to train, fine-tune, evaluate, or improve any model, product, or service for anyone other than Customer. This restriction applies equally to use for Provider’s own benefit and to use for the benefit of any third party, including any other customer of Provider. Provider may use aggregated, de-identified operational and performance metrics that contain no Customer Data, do not identify Customer, and do not embody or derive from Customer Model weights, in order to operate and improve its own pipeline.

9.9 Feedback. Customer grants Provider a perpetual, irrevocable, royalty-free license to use any feedback or suggestions Customer provides, excluding anything that constitutes Customer Confidential Information, Customer Data, or information about a Customer Model. Provider will not identify Customer as the source of feedback without Customer’s prior written consent.

9.10 No liens. Provider will not grant, and will not permit to exist, any lien, charge, security interest, or other encumbrance over any Customer Model or the Customer Data, and will not assert any retention of title or possessory right over them.

9.11 Continuity on wind-down, insolvency, or change of control. If Provider ceases, or gives notice that it will cease, to provide the services generally, becomes insolvent or subject to an insolvency, administration, or similar proceeding, undergoes a change of control, or assigns the Agreement, Provider will deliver the then-current Customer Model for every Distillation Type within five (5) business days, without request and at no charge. Customer’s ownership and the licence granted under Section 9.2 continue unaffected and bind Provider’s successors, assignees, administrators, receivers, and insolvency representatives. Provider will procure that any successor or assignee is bound in writing by Sections 9.2, 9.4, 9.5, 9.6, and 9.8 as a condition of the transaction.

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 licences necessary to provide the Customer Data to Provider and to authorize the uses contemplated by the Agreement, and that Provider’s permitted use of the Customer Data will not infringe or misappropriate any third-party rights or violate applicable law.

10.3 Base model terms; allocation. Before training begins, Provider will notify Customer in writing of the base and reference models it proposes to use, whose accounts and keys will be used, and any restriction in those providers’ terms that Provider is aware of and that bears on distillation or on Customer’s ownership of the resulting Customer Model. Where Customer designates the base model, or directs Provider to generate teacher outputs through Customer’s own accounts, Customer is responsible for the terms governing those accounts and outputs. Where Provider selects or recommends the base model, or generates teacher outputs through Provider’s own accounts, Provider is responsible for the terms governing those accounts and outputs, and Section 13.1 applies to any resulting claim.

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; quality. Provider warrants that it will perform in a professional and workmanlike manner consistent with generally accepted industry practices, and that each Distilled Model it releases for Customer’s production use will, at the time of release, meet the quality thresholds agreed under Section 4.3. If Provider breaches this warranty it will re-perform the affected services and re-train or remediate the affected model at no charge; if it has not done so within thirty (30) days of notice, Customer may terminate the affected Distillation Type immediately, receive a pro-rata refund of prepaid fees, and retains every right it has under Section 9.

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 AND FITNESS FOR A PARTICULAR PURPOSE. GIVEN THE NATURE OF GENERATIVE AI, PROVIDER DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY SPECIFIC COST SAVING WILL BE ACHIEVED. THIS SECTION DOES NOT DISCLAIM THE WARRANTIES EXPRESSLY GIVEN IN SECTIONS 10.3, 11.1, AND 11.2, DOES NOT DISCLAIM NON-INFRINGEMENT IN RESPECT OF THE PROVIDER TECHNOLOGY OR OF PROVIDER’S PERFORMANCE OF THE DISTILLATION SERVICES, AND DOES NOT LIMIT SECTION 9 OR SECTION 13.1.

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, (d) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, AND (e) A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, 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, A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD, AND A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO ANY LIMITATION. WHERE THE ORDER FORM STATES A HIGHER SUPER-CAP FOR CONFIDENTIALITY, FOR SECTION 14, OR FOR INDEMNIFICATION, THAT HIGHER AMOUNT APPLIES IN PLACE OF 3X.

NOTHING IN THIS SECTION LIMITS OR EXCLUDES: (1) PROVIDER’S OBLIGATION TO DELIVER THE CUSTOMER MODEL UNDER SECTION 9.5 OR SECTION 9.11, OR PROVIDER’S LIABILITY FOR BREACH OF SECTION 9.5, 9.6, 9.8, OR 9.11; (2) CUSTOMER’S OWNERSHIP OF A CUSTOMER MODEL OR THE LICENCE GRANTED UNDER SECTION 9.2; OR (3) EITHER PARTY’S RIGHT TO SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF, INCLUDING SPECIFIC PERFORMANCE OF SECTIONS 9.2, 9.4, 9.5, 9.6, AND 9.8.

13. Indemnification

13.1 By Provider. Provider will defend Customer against any third-party claim alleging that the Provider Technology or a Customer Model, as provided by Provider and used in accordance with the Agreement, infringes or misappropriates such third party’s intellectual property rights, including a claim arising from a base or reference model that Provider selected or recommended, or from teacher outputs Provider generated through Provider’s own accounts, 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 a base model, model, weights, or materials Customer supplied, designated, or directed Provider to use after Provider’s notice under Section 10.3, except to the extent the claim arises from Provider’s own distillation methodology, training pipeline, judge model, or the training dataset Provider assembled; (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 after delivery; or (d) use not in accordance with the Agreement. If the Provider Technology or a Customer Model 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, or procure the necessary rights, and may terminate the affected service and refund any prepaid unused fees; Provider may not, however, exercise that remedy so as to require Customer to cease using, surrender, or delete a Customer Model in Customer’s possession, except to the extent a court of competent jurisdiction orders it or it is necessary to stop ongoing infringement. Except for Provider’s obligations under Sections 9, 11.2, 12, and 14, this Section states Provider’s liability for third-party intellectual property 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, (b) Customer’s breach of its representations in Section 10.2, and (c) a base model or account for which Customer is responsible under Section 10.3, 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 unauthorized access to, or acquisition, disclosure, alteration, or loss of, Customer Data or Credentials, or of any incident Provider reasonably believes may have involved any of those. Provider will not delay notification pending completion of its investigation; will provide the information reasonably known to it and updates as the investigation proceeds; will take reasonable steps to investigate, mitigate, and remediate; will cooperate with Customer’s own regulatory and contractual notification obligations; and will bear the reasonable costs of investigation, remediation, and required notifications to the extent the incident arises from Provider’s breach of this Section 14.

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. Provider will maintain a current list of those subprocessors and of the regions in which each processes Customer Data, will make it available to Customer on request and before signature, and will give Customer at least thirty (30) days’ prior written notice before adding or replacing one. Customer may object on reasonable security or data-protection grounds, in which case the parties will work in good faith on an alternative; if none is found, Customer may terminate the affected Distillation Type or service without penalty and with a pro-rata refund.

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. Where Provider processes personal data on Customer’s behalf, Provider acts as processor and Customer as controller, and the parties will enter into a data processing addendum, which Provider will make available for review on request before signature and which includes the international transfer mechanisms required by applicable law. Where Customer’s own data processing addendum is attached to the Order Form, it controls over this Section.

14.11 Assurance and diligence. Once per contract year, and additionally following a security incident affecting Customer, Provider will on reasonable notice complete Customer’s standard security questionnaire, provide a summary of any third-party penetration test, security certification, or audit report it then holds, and answer Customer’s reasonable diligence questions about its architecture, tenancy model, personnel controls, and data flows. Where Provider holds none of those, it will say so in writing rather than defer the question. Where Provider does not hold a current SOC 2 Type II report or equivalent, it will say so in writing and, on request, discuss a remediation timeline; Provider will not represent that it holds a certification it does not hold.

14.12 Data location. Provider will process and store Customer Data and Credentials only in the regions stated in the Order Form or, where none is stated, in the United States, and will not transfer them to another region without Customer’s prior written consent. Where the Deployment Mode is Customer cloud (VPC) or On-premise, Customer Data does not leave Customer’s estate, as Section 7.1 provides.

14.13 Tenancy and isolation. Provider will logically isolate Customer Data, Credentials, and each Customer Model from those of every other customer, will not commingle them, and will not permit any other customer’s workload, model, or personnel to access them.

14.14 Personnel. Provider will conduct background screening on personnel with access to Customer Data to the extent permitted by law, will require security training, and will revoke access promptly on a change of role or departure.

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. Either party may seek injunctive or other equitable relief, including specific performance of Sections 9.2, 9.4, 9.5, 9.6, and 9.8, in any court of competent jurisdiction.

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. Any permitted successor or assignee of Provider is bound by Sections 9.2, 9.4, 9.5, 9.6, 9.8, and 9.11, and Provider will procure its written agreement to be so bound as a condition of the transaction.

15.4 Publicity. Neither party will use the other’s name, logo, or trademarks in any public communication without prior written consent. Where Customer has given that consent, it may withdraw it prospectively on written notice, and Provider will remove the relevant reference from its public materials within a reasonable period.

15.5 Force majeure. Neither party is liable for any delay or failure to perform, other than payment obligations and Provider’s obligations under Sections 9.5 and 9.11, due to causes beyond its reasonable control.

15.6 Entire agreement. The Order Form, its exhibits including the Rate Schedule, and these Terms in the version incorporated under Section 1.4 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. No pre-printed, click-through, portal, invoice, or purchase-order term varies the Agreement.

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.

15.9 Names. “Zorbe” is the trading name and brand of CloudCap AI Inc., a Delaware corporation, which is the contracting entity under every Order Form. References to “Zorbe” in these Terms, on zorbe.ai, in Order Forms, and in Provider’s sales and marketing materials mean CloudCap AI Inc.; the two names refer to the same legal person and neither party may treat the difference in name as a defence to performance.

15.10 Consistency with Provider’s public statements. Where a statement in Provider’s published sales or marketing material about Customer’s ownership of the Customer Model, Customer’s right to self-host it, or the absence of a fee for inference Customer runs itself is more favourable to Customer than these Terms, these Terms will be read to give effect to that statement.

15.11 Insurance. Provider will maintain, at its own expense, insurance appropriate to a business of its size and type, including commercial general liability, technology errors and omissions, and cyber liability cover, and will provide a certificate of insurance on request.

15.12 Compliance with laws. Each party will comply with the laws applicable to it in performing the Agreement, including data protection, anti-bribery and anti-corruption, sanctions, and export-control laws.

15.13 No third-party beneficiaries. The Agreement confers no right on any person who is not a party to it, other than a permitted successor or assignee.

Change log

Version 2.0 · September 29, 2026. Material changes from Version 1.0 (August 7, 2026), all of which are in Customer’s favour:

Version 1.0 · August 7, 2026. First published version.

Questions about these Terms? Email pranay@zorbe.ai and yash@zorbe.ai.