Terms of Service

1. Introduction and Acceptance

1.1 Parties. These Terms and Conditions (the "Terms") are a binding agreement between Incyt Trading LLC, a Wyoming limited liability company with its principal place of business in Travis County, Texas ("Incyt," "we," "us"), and the entity identified in the applicable Order Form or onboarding record ("Client," "you"). The individual accepting these Terms represents that they are authorized to bind Client.

1.2 Scope. These Terms govern Client's access to and use of Incyt Compute Prime, including all websites, interfaces, APIs, smart-contract integrations, reporting, and related services (together, the "Services").

1.3 Agreement structure. The agreement between Incyt and Client consists of: (a) these Terms; (b) each executed Order Form; (c) any Service Addendum Client accepts for a specific service line (for example, a Custody Addendum, Financing Addendum or Derivatives Addendum); (d) the Schedules; and (e) the Incyt Privacy Notice (together, the "Agreement").

1.4 Order of precedence. If documents conflict, the following order controls, highest first: (a) an executed Order Form, only for the specific transaction it covers; (b) the applicable Service Addendum; (c) these Terms; (d) the Schedules; (e) any documentation or website content. A Third-Party Provider's terms govern the relationship between Client and that provider, as described in Section 13.

1.5 Acceptance. Client accepts these Terms by signing an Order Form that references them, by clicking to accept, or by using the Services. If Client does not agree, Client must not use the Services.

1.6 Changes. Incyt may amend these Terms by giving at least [30] days' written notice. Changes required by law, regulation, a regulator, or a Third-Party Provider may take effect sooner if notice of a shorter period is given. Changes do not apply to transactions already executed. Client's continued use after the effective date is acceptance; Client's sole remedy if it does not accept is to terminate under Section 16.

2. Definitions

Capitalized terms have the meanings below. Other capitalized terms are defined where first used.

  • "Applicable Law" means all laws, regulations, rules, orders, and regulatory guidance that apply to a party, the Services, or a Transaction, including sanctions, anti-money-laundering, commodities, securities, consumer-protection, export-control and tax laws.

  • "Authorized User" means an individual Client has designated, and Incyt has approved, to access the Services or give Instructions on Client's behalf.

  • "Client Assets" means cash, stablecoins, digital assets, and any other property Client deposits, pledges, or holds in connection with the Services, including at a Custodian.

  • "Compute Capacity" means rights to use computing resources, including GPU or accelerator hours, bare-metal servers, racks, colocation space, power, hosting, cloud instances, and inference or API throughput, whether delivered on a spot, reserved, forward or term basis.

  • "Compute Provider" means a third party that owns, operates, leases, or resells Compute Capacity, including data-center operators, cloud and neocloud providers, marketplaces, and hardware owners.

  • "Custodian" means a qualified custodian or other third-party custodian Incyt has designated for a Service, and any successor or additional custodian.

  • "Derivative" means any perpetual contract, future, forward, option, swap, or other instrument whose value references Compute Capacity, a compute price index, or another underlying.

  • "Financing" means any loan, credit facility, lease financing, receivables purchase, warehouse arrangement, or other extension of credit in connection with Compute Capacity.

  • "Instruction" means any order, request, signature, approval, or other communication given through the Services or by an Authorized User.

  • "Introducing Broker Services" means the services described in Section 4.2(a), under which Incyt sources, negotiates and arranges Transactions that a Compute Provider or other counterparty executes, without Incyt holding Client Assets.

  • "On-Chain Transaction" means any transaction structured, simulated, signed, or broadcast to a blockchain network through or with the Services.

  • "Order Form" means a written or electronic order, term sheet, confirmation, or statement of work signed by Client and Incyt.

  • "Service Line" means each category of Services listed in Schedule C.

  • "Third-Party Provider" means any Compute Provider, Custodian, lender, exchange, trading venue, liquidity provider, oracle, blockchain network, insurer, KYC vendor, or other third party involved in the Services.

  • "Transaction" means any purchase, sale, lease, rental, reservation, hedge, financing, Derivative, or other arrangement involving Compute Capacity that is arranged, executed, or settled through the Services.

3. Eligibility and Onboarding

3.1 Institutional clients only. The Services are offered only to legal entities, not to individuals acting for personal, family, or household purposes. Client represents that it is, and will remain throughout the Agreement: (a) duly organized and in good standing; (b) an "eligible contract participant" as defined in the U.S. Commodity Exchange Act, where Client uses any Derivative; (c) an "accredited investor" or "qualified purchaser," where Client acquires any product Incyt designates as requiring that status; and (d) acting as principal, unless Incyt has approved in writing that Client acts as agent for disclosed principals.

3.2 Restricted jurisdictions. Client may not use the Services if Client, or any person owning 25% or more of Client or controlling it, is organized, located, or resident in a jurisdiction listed in Schedule C as restricted, or in any jurisdiction where the Services would be unlawful. [Decide the list; at minimum comprehensively sanctioned jurisdictions.]

3.3 Know-your-customer. Before access and periodically after, Client will provide information Incyt, a Custodian, or a Third-Party Provider reasonably requests to verify identity, beneficial ownership, source of funds, authority, financial condition, and regulatory status. Incyt may share this information with Custodians and Third-Party Providers for the same purposes.

3.4 Right to refuse. Incyt may decline, limit, or condition access to any Client or Service Line at its discretion, including where a Custodian or Third-Party Provider will not onboard Client. Incyt is not required to give reasons where giving them would be unlawful or would compromise a compliance process.

3.5 Ongoing accuracy. Client will notify Incyt within [5] business days of any change that makes information previously provided inaccurate, including changes in control, sanctions status, regulatory status, insolvency, or material litigation.

3.6 Representations on each Transaction. Each time Client gives an Instruction or enters a Transaction, Client repeats the representations in this Section 3 and in Section 10.4.

4. The Services

4.1 Overview. Incyt Compute Prime gives Client a single relationship for sourcing, financing, hedging, and managing Compute Capacity across the following Service Lines: (a) bare metal and infrastructure; (b) capacity and hosting; (c) spot, rental, and API markets; (d) credit and financing; (e) derivatives and options; and (f) OTC, RFQ, and reserved or forward capacity.

4.2 Capacity in which Incyt acts. For each Service Line and Transaction, Schedule C or the Order Form states which of the following capacities Incyt acts in. If neither states it, Incyt acts under (a).

  • (a) Introducing broker / arranger. Incyt identifies counterparties, solicits quotes, negotiates, and arranges Transactions. The Compute Provider or other counterparty is the contracting party with Client. Incyt does not take title to Compute Capacity, does not hold Client Assets, and does not guarantee performance.

  • (b) Agent. Incyt contracts on Client's behalf, as Client's disclosed agent, under authority granted in an Order Form.

  • (c) Principal. Incyt contracts with Client as counterparty, for example by acquiring Compute Capacity and reselling or subleasing it. Incyt will identify principal Transactions in the Order Form or confirmation.

  • (d) Prime / custodial broker. Incyt provides consolidated custody, financing, margining, and reporting across Transactions, with Client Assets held at a Custodian. Available only when the applicable Service Line is marked live in Schedule C and Client has accepted the relevant Service Addendum.

4.3 Phased availability. The Services are being released in phases. A Service Line is available to Client only when (a) Schedule C marks it as live, (b) any required Service Addendum is accepted, and (c) any license, registration, or Third-Party Provider approval Incyt needs for it is in place. Descriptions of future Service Lines on Incyt's website, in pitch materials, or in these Terms are not offers and are not a commitment to launch.

4.4 Technology services. Incyt may provide transaction structuring, simulation, routing, execution-algorithm, and broadcasting software (including time-weighted and other algorithmic execution). Software is a tool; Client remains responsible for the parameters it sets and the Instructions it gives.

4.5 Quotes and indications. Prices, availability, and terms shown through the Services are indications unless expressly stated to be firm. A Transaction is binding only when confirmed in writing (including electronically) by the counterparty and, where applicable, by Incyt.

4.6 Changes to the Services. Incyt may add, modify, suspend, or discontinue any feature or Service Line. Incyt will give [30] days' notice before discontinuing a live Service Line Client actively uses, except where required by law, a regulator, or a Third-Party Provider, and will cooperate in an orderly transition of open Transactions under Section 16.6.

5. Custody and Client Assets

5.1 Incyt does not hold Client Assets. Unless a Service Addendum expressly provides otherwise, Incyt does not take possession, custody, or control of Client Assets and does not hold private keys that can move Client Assets unilaterally. Incyt's software structures and simulates transactions; Client or the Custodian authorizes and signs them.

5.2 Custodian. Where a Service Line requires custody, Client Assets will be held by the Custodian in an account opened in Client's name, or in a segregated omnibus account for the benefit of Incyt's clients, as stated in the Custody Addendum. Client must open that account under the Custodian's own agreement (the "Custody Agreement"). The Custody Agreement, not these Terms, governs the Custodian's obligations to Client.

5.3 Incyt's authority over custodial accounts. Client authorizes Incyt to give the Custodian only the instructions listed in the Custody Addendum, which may include: (a) viewing balances and activity; (b) settling Transactions Client has confirmed; (c) moving collateral between Client's own accounts; (d) collecting fees due under Schedule B; and (e) after an Event of Default, exercising remedies under Section 8. Incyt may not withdraw Client Assets to any address or account not owned by Client, the counterparty to a confirmed Transaction, or Incyt for fees due. [Confirm each Custodian supports this permission model; if one requires a tri-party control agreement, attach it.]

5.4 Segregation. Incyt will not commingle Client Assets with its own assets and will instruct the Custodian to keep Client Assets segregated from Incyt's proprietary assets.

5.5 No rehypothecation without consent. Incyt will not lend, pledge, rehypothecate, or otherwise use Client Assets for its own account or for any other client, except as Client expressly agrees in a Financing Addendum. Any such consent will state the asset types, the maximum amount, and the return mechanics.

5.6 Not insured deposits. Client Assets held as digital assets are not deposits, are not insured by the FDIC, and are not protected by SIPC. Any insurance the Custodian or Incyt maintains is for its own benefit, has limits and exclusions, and may not cover Client's losses.

5.7 Custodian failure. Incyt does not guarantee the Custodian's performance or solvency. If the Custodian fails, suspends withdrawals, or becomes insolvent, Client's rights are against the Custodian under the Custody Agreement and Applicable Law. Incyt will use commercially reasonable efforts to assist Client and to designate a successor Custodian.

5.8 Change of Custodian. Incyt may designate an additional or successor Custodian on [60] days' notice, or sooner if the existing Custodian terminates or is directed to stop. Migration of Client Assets requires Client's instruction or consent unless the Custody Agreement provides otherwise.

5.9 Self-custody. Where a Service Line allows Client to use its own wallets, Client is solely responsible for its keys, signing devices, and wallet security, and Incyt has no ability to recover lost or stolen assets.

6. Accounts, Authorized Users and Instructions

6.1 Authorized Users. Client will designate Authorized Users and their permission levels (view, trade, approve, withdraw, administer) in writing. Client may change designations on notice; changes take effect when Incyt confirms them, which Incyt will do within [1] business day.

6.2 Credentials. Client is responsible for keeping credentials, API keys, signing devices, and multi-factor tokens secure, and for all activity under them. Client will notify Incyt immediately on suspecting compromise. Incyt may rely on any Instruction authenticated with Client's credentials without further inquiry, and is not liable for losses from Instructions given with compromised credentials before Client's notice.

6.3 Approval policies. Client may configure multi-party approval, transaction limits, address allow-lists, and time locks where the Services support them. Client is responsible for configuring policies appropriate to its risk tolerance.

6.4 Instructions are final. Once a Transaction is confirmed or an On-Chain Transaction is broadcast, it generally cannot be cancelled or reversed. Incyt will use reasonable efforts to act on a cancellation request received before execution but does not guarantee it.

6.5 Right to refuse Instructions. Incyt may refuse, delay, or cancel any Instruction it reasonably believes is unauthorized, erroneous, unlawful, in breach of the Agreement, outside Client's limits, or likely to expose Incyt or others to loss or regulatory risk.

6.6 Records and statements. Incyt's records of Instructions and Transactions are conclusive absent manifest error. Client must report any error in a confirmation or statement within [5] business days of receipt, or [30] days for periodic statements; after that, the record is deemed accepted except for errors Client could not reasonably have discovered.

6.7 Electronic communications. Client consents to receive notices, confirmations, statements, and disclosures electronically, and agrees they satisfy any writing requirement. Incyt may record calls and retain messages with Client.

7. Compute Capacity Transactions

7.1 Specifications. Each Order Form or confirmation will state, as applicable: hardware type and generation, quantity, interconnect and networking, location and data-center tier, power density, delivery date or window, term, pricing and price-adjustment mechanics, service levels, permitted use, and the contracting counterparty.

7.2 Provider terms. Compute Capacity is delivered by the Compute Provider under its own terms, service levels, and acceptable-use policy, which Client must accept before delivery. Incyt will make those terms available to Client before Client confirms the Transaction. Where Incyt acts as introducing broker or agent, Client's remedies for non-delivery, downtime, or defective capacity are against the Compute Provider.

7.3 Delivery and acceptance. Capacity is delivered when the Compute Provider makes it available for Client's use as specified. Client has [3] business days after delivery to report material non-conformity; otherwise the capacity is deemed accepted. Acceptance does not waive service-level credits under the provider's terms.

7.4 Delays and non-delivery. Delivery dates for new deployments are estimates. Hardware shipment, power, permitting, and construction delays are common. Unless an Order Form states a firm date with specified remedies, Incyt is not liable for delay. Where Incyt acts as principal and fails to deliver by [30] days after the stated date, Client may cancel the affected Transaction and receive a refund of prepaid amounts for undelivered capacity as its sole remedy.

7.5 Substitution. Where Client has opted in, Incyt may offer substitute Compute Capacity of equal or better specification if the original is unavailable. Client may reject a substitute that differs materially in hardware, location, latency, or compliance profile.

7.6 Permitted use. Client will use Compute Capacity only for lawful purposes and in compliance with export controls on advanced computing items, the Compute Provider's policies, and Section 12. Client will not resell or sublease capacity without the provider's consent where its terms prohibit it.

7.7 Client data on Compute Capacity. Incyt has no access to, and no responsibility for, data, models, or workloads Client runs on Compute Capacity. Client is responsible for backups, encryption, and the security of its workloads.

7.8 Reserved and forward capacity. Commitments to purchase or lease capacity for future delivery are binding. Client may not cancel except as the Order Form allows, and cancellation may require payment of a termination amount stated in the Order Form.

8. Financing, Collateral and Default

8.1 Financing Addendum required. Financing, margin, leverage, and Derivatives are available only under a Financing Addendum or Derivatives Addendum (and, where used, an ISDA Master Agreement or other industry-standard master agreement) signed by Client. Those documents control over this Section 8 where they conflict.

8.2 Lenders. Financing may be provided by Incyt, an Incyt-affiliated vehicle, a warehouse facility, or a third-party lender. The Order Form will identify the lender. Where Incyt arranges but does not provide Financing, Incyt is not liable for the lender's decisions or performance.

8.3 Credit decisions. Incyt and any lender may approve, decline, size, price, or condition Financing at their discretion, and may change credit limits, haircuts, and margin requirements on [1] business day's notice, or immediately during market disruption.

8.4 Collateral. To secure its obligations, Client grants Incyt (for itself and as agent for any lender identified in the Order Form) a first-priority security interest in Client Assets designated as collateral, Transaction proceeds, and Client's rights under financed Compute Capacity contracts. Client will sign documents and take actions reasonably needed to perfect that interest, including a control agreement with the Custodian.

8.5 Margin. Where margin applies, Client will maintain collateral at or above the required level. Margin calls must be met within the time stated in the call, which may be as short as [2] hours for Derivatives during volatile conditions. Valuations of collateral and positions are determined by Incyt in a commercially reasonable manner using the sources stated in the addendum.

8.6 Events of Default. Each of the following is an Event of Default: (a) failure to pay or deliver when due, not cured within [1] business day; (b) failure to meet a margin call on time; (c) material misrepresentation; (d) insolvency, bankruptcy, assignment for creditors, or appointment of a receiver; (e) default under any other agreement with Incyt or its affiliates; (f) Client becoming a sanctioned person or the Services becoming unlawful for Client; and (g) any other event specified in an addendum.

8.7 Remedies. On an Event of Default, Incyt may, without further notice where the law permits: (a) terminate and close out open Transactions and Derivatives; (b) liquidate collateral in any commercially reasonable manner, including on-chain; (c) sell, reassign, or sublease financed Compute Capacity; (d) suspend the Services; and (e) set off amounts under Section 8.8. Client remains liable for any shortfall and costs of enforcement, including reasonable attorneys' fees.

8.8 Set-off and netting. Incyt may net and set off amounts owed between Client and Incyt or its affiliates across all Transactions and Service Lines, converting currencies or assets at prevailing rates as Incyt reasonably determines.

8.9 Automated liquidation. Where collateral is held in smart contracts, liquidation may be executed automatically by code at oracle prices and may occur at prices worse than fair value. Client accepts this risk.

9. Fees, Payment and Taxes

9.1 Fees. Client will pay the fees in Schedule B or the Order Form. Fees may include transaction take rates, platform and license fees, financing spreads, custody pass-through charges, network (gas) fees, and expenses Client has approved.

9.2 Compensation from counterparties. Incyt may receive compensation from Compute Providers, lenders, and other counterparties to a Transaction, in addition to fees Client pays, including where Incyt is compensated by both sides of the same Transaction. Incyt will disclose the existence and basis of such compensation in the Order Form or confirmation. [Decide whether to disclose amounts; institutional clients increasingly expect it.]

9.3 Spreads and principal markups. Where Incyt acts as principal, the price quoted to Client may include a markup or spread over Incyt's cost, which is Incyt's compensation and need not be separately disclosed unless the Order Form says otherwise.

9.4 Invoicing and payment. Unless the Order Form states otherwise, fees are invoiced monthly in arrears and due within [15] days, payable in U.S. dollars or in a stablecoin Incyt accepts. Transaction-based fees may be deducted at settlement. Where authorized under Section 5.3, Incyt may collect fees due directly from Client's custodial account.

9.5 Late payment. Overdue amounts accrue interest at the lesser of [1.5]% per month and the maximum lawful rate. Incyt may suspend the Services for amounts more than [10] days overdue after notice.

9.6 Taxes. Fees exclude taxes. Client is responsible for all sales, use, value-added, withholding, and similar taxes on the Services and Transactions, other than taxes on Incyt's net income. If withholding is required, Client will gross up payments so Incyt receives the full amount. Client is solely responsible for its own tax reporting.

9.7 Fee changes. Incyt may change fees on [30] days' notice. Changes do not affect Transactions already confirmed.

10. On-Chain Execution and Digital Assets

10.1 Supported networks and assets. The Services support only the blockchain networks and assets Incyt lists from time to time, currently [Ethereum, Base and Arbitrum]. Sending unsupported assets or using unsupported networks may result in permanent loss.

10.2 Simulation is not a guarantee. Transaction simulations, price estimates, slippage bounds, and transaction-cost analyses are estimates based on network state at the time of simulation. Actual results may differ because of block ordering, MEV, liquidity changes, oracle updates, and network congestion.

10.3 Network operations. Incyt does not control any blockchain network, protocol, bridge, oracle, or smart contract it does not deploy. Incyt is not responsible for forks, reorganizations, congestion, fee spikes, validator behavior, protocol upgrades, exploits, or bridge failures. Where a network forks, Incyt may decide in its discretion whether and how to support the forked asset.

10.4 Client representations on assets. Client represents that Client Assets it uses are owned by it free of liens (other than under the Agreement), were not derived from unlawful activity, and that Client has not used and will not use addresses associated with sanctioned persons or illicit activity.

10.5 Smart contracts. Smart contracts used in the Services, including those Incyt deploys, may contain bugs or be exploited despite audits. Incyt will disclose which contracts it deploys and whether they have been audited, but does not warrant that they are free of defects.

10.6 Tokenized instruments. If Incyt makes available any token representing Compute Capacity, a claim on it, a debt instrument, or a share in a pool, the token's rights are only those stated in its offering documents. No token will be offered until Incyt has determined its regulatory status. [See Counsel Issues List.]

11. No Advice; Regulatory Status

11.1 No advice. Incyt does not provide investment, legal, tax, accounting, or engineering advice. Market commentary, pricing curves, indices, research, and capacity forecasts are informational. Client makes its own decisions and relies on its own advisers.

11.2 No fiduciary duty. Except where Incyt acts as Client's agent under Section 4.2(b), and then only to the extent of that agency, Incyt owes Client no fiduciary or advisory duty. Incyt's obligations are only those expressly stated in the Agreement.

11.3 Conflicts of interest. Incyt may act for multiple clients seeking the same capacity, may act as principal against Client, may be compensated by counterparties under Section 9.2, and may hold positions in Compute Capacity or related instruments. Incyt maintains policies to manage these conflicts, summarized in [a Conflicts Disclosure to be published], and will not use Client's confidential order information to trade ahead of Client.

11.4 Regulatory status. As of the date of these Terms, Incyt is not registered as a broker-dealer, futures commission merchant, introducing broker under the Commodity Exchange Act, swap dealer, investment adviser, bank, or money transmitter, and does not hold Client Assets. [Update as registrations are obtained.] Service Lines that would require any such registration will not be offered until it is obtained or an exemption is confirmed.

11.5 Regulatory changes. If a change in Applicable Law or regulatory guidance makes any Service unlawful or materially more burdensome, Incyt may modify, restrict, or terminate the affected Service on such notice as is practicable.

12. Compliance and Acceptable Use

12.1 Sanctions. Client represents that neither it nor any owner, director, officer, or Authorized User is a person listed on, or owned 50% or more by persons listed on, any sanctions list maintained by the U.S. Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce, the United Nations, the European Union, or the United Kingdom.

12.2 Export controls. Client will comply with U.S. and other applicable export-control laws on advanced semiconductors, computing items, and model weights. Client will not use, or permit use of, Compute Capacity by or for any restricted end user, in any restricted destination, or for any prohibited end use, and will provide end-use and end-user certifications on request.

12.3 Anti-money-laundering. Client will not use the Services to launder money, finance terrorism, evade sanctions, or conceal the source of funds, and will maintain its own compliance program appropriate to its business. Incyt may screen addresses and transactions, freeze activity, and report to authorities as Applicable Law requires, without notice to Client where notice is prohibited.

12.4 Market conduct. Client will not engage in manipulation, spoofing, wash trading, front-running, cornering capacity to distort a price index, or any conduct that would violate commodities or securities anti-manipulation rules, whether or not those rules technically apply.

12.5 Prohibited uses. Client will not, and will not permit others to: (a) access the Services from a restricted jurisdiction or through tools designed to hide location; (b) reverse-engineer, scrape, or overload the Services; (c) introduce malware or probe for vulnerabilities outside an agreed disclosure program; (d) use Compute Capacity to develop weapons of mass destruction, for unlawful surveillance, or for any activity the Compute Provider prohibits; or (e) use the Services in breach of Applicable Law.

12.6 Cooperation. Client will cooperate with reasonable requests from Incyt, a Custodian, or a regulator relating to compliance, investigations, or audits concerning Client's use of the Services.

13. Third-Party Providers

13.1 Reliance on third parties. The Services depend on Third-Party Providers. Incyt selects them with reasonable care but does not control them and is not responsible for their acts, omissions, insolvency, or service failures, except where Incyt acts as principal and has expressly assumed that obligation.

13.2 Separate terms. Client's use of a Third-Party Provider may require accepting that provider's terms. Those terms govern the relationship between Client and that provider. Incyt is not a party to them unless it signs them.

13.3 Information sharing. Client authorizes Incyt to share Client's information, Instructions, and Transaction data with Third-Party Providers as needed to provide the Services, onboard Client, settle Transactions, and meet compliance obligations.

13.4 Price sources and indices. Where pricing, valuation, or settlement references a third-party or Incyt-published compute price index, oracle, or benchmark, Incyt does not guarantee its accuracy or continued availability. If a reference source is discontinued or materially changes, Incyt will determine a commercially reasonable replacement and notify Client.

14. Intellectual Property, Data and Confidentiality

14.1 Incyt IP. Incyt and its licensors own the Services, software, algorithms, indices, documentation, and all improvements. Incyt grants Client a limited, non-exclusive, non-transferable, revocable license to use the Services during the term for Client's internal business purposes. No other rights are granted.

14.2 Feedback. Client grants Incyt a perpetual, royalty-free right to use any feedback or suggestions Client provides, without obligation.

14.3 Client Data. Client owns the data it submits ("Client Data"). Client grants Incyt a license to use Client Data to provide, secure, and improve the Services and to meet legal obligations.

14.4 Aggregated data. Incyt may create and use aggregated, de-identified data derived from Transactions, including to publish price indices and market statistics, provided the data does not identify Client or allow Client's positions or counterparties to be reasonably inferred.

14.5 Confidentiality. Each party will keep the other's non-public information confidential, use it only for the Agreement, and disclose it only to personnel, advisers, Custodians, Third-Party Providers, financing sources, and regulators with a need to know who are bound by similar obligations. These obligations do not apply to information that is public, already known, independently developed, or lawfully received from a third party, and they survive for [3] years after termination (indefinitely for trade secrets).

14.6 Compelled disclosure. A party may disclose confidential information when legally required, after giving prompt notice where lawful.

14.7 Privacy. Incyt processes personal data of Client's personnel under its Privacy Notice. Client will provide any notices and obtain any consents needed for Incyt to do so.

14.8 Security. Incyt will maintain administrative, technical, and physical safeguards appropriate to the sensitivity of the data it processes, and will notify Client without undue delay after confirming a security incident affecting Client Data.

15. Disclaimers, Limitation of Liability and Indemnification

15.1 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INCYT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. INCYT DOES NOT WARRANT ANY PRICE, EXECUTION QUALITY, AVAILABILITY OF COMPUTE CAPACITY, OR OUTCOME.

15.2 Excluded damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST COMPUTE TIME, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.3 Cap. INCYT'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES CLIENT PAID INCYT IN THE [12] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. This cap does not limit Incyt's obligation to return Client Assets Incyt itself holds, if any, or Client's payment obligations.

15.4 Exceptions. Sections 15.2 and 15.3 do not apply to a party's fraud, gross negligence, or willful misconduct, to breach of Section 14.5 (Confidentiality), or to indemnification obligations, to the extent such limits are unenforceable under Applicable Law.

15.5 Client indemnity. Client will defend, indemnify, and hold harmless Incyt, its affiliates, and their personnel from losses, claims, fines, and reasonable legal fees arising from: (a) Client's breach of the Agreement or Applicable Law; (b) Client's Instructions and Transactions; (c) Client's use of Compute Capacity, including workloads and data; (d) any claim by Client's principals or customers; and (e) inaccurate information Client provided.

15.6 Incyt indemnity. Incyt will defend and indemnify Client against third-party claims that the Incyt software, as provided, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, excluding claims arising from Client's modifications, combinations, or misuse.

15.7 Procedure. The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and cooperate reasonably. No settlement imposing obligations on the indemnified party may be made without its consent.

16. Term, Suspension and Termination

16.1 Term. The Agreement starts when Client accepts these Terms and continues until terminated under this Section.

16.2 Termination for convenience. Either party may terminate the Agreement on [30] days' written notice. Termination does not cancel confirmed Transactions, Order Forms with a fixed term, or Financing, which continue under their own terms unless the parties agree otherwise.

16.3 Termination for cause. Either party may terminate immediately on notice if the other materially breaches the Agreement and does not cure within [15] days of notice, or becomes insolvent. Incyt may also terminate immediately on an Event of Default.

16.4 Suspension. Incyt may suspend all or part of the Services immediately if it reasonably believes: (a) Client has breached Sections 3 or 12; (b) suspension is required by law, a regulator, a court, a Custodian, or a Third-Party Provider; (c) there is a security threat; or (d) an Event of Default has occurred. Incyt will notify Client of the suspension where lawful and lift it when the cause is resolved.

16.5 Effect of termination. On termination: (a) Client's license ends; (b) all amounts owed become due; (c) Incyt will cooperate with Client in instructing the Custodian to return Client Assets not subject to a security interest, subject to Applicable Law and any legal hold; and (d) Sections 5.6, 5.7, 8, 9, 11, 14, 15, 16.5, 16.6, 17, and any accrued rights survive.

16.6 Wind-down. If Incyt discontinues a Service Line or ceases operations, Incyt will, for at least [60] days where practicable: (a) give Client notice; (b) stop opening new Transactions in that Service Line; (c) help Client transfer open Transactions, Compute Capacity contracts, and collateral to Client or a successor; and (d) provide final statements. Client Assets held at a Custodian remain Client's property and are not part of Incyt's estate.

16.7 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, power or grid failures, data-center outages, hardware supply disruption, export-control actions, war, terrorism, cyberattacks, epidemics, government action, blockchain network failures, and failures of Custodians or other Third-Party Providers. This Section does not excuse payment obligations or margin calls.

17. Disputes and General Provisions

17.1 Governing law. The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Derivatives documented under an ISDA or other master agreement are governed by the law stated in it.

17.2 Informal resolution. Before starting arbitration, a party will send written notice of the dispute, and senior representatives will try in good faith to resolve it for [30] days.

17.3 Arbitration. Any unresolved dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by [JAMS / the American Arbitration Association] under its commercial rules, before [one / three] arbitrator(s), seated in [Austin, Texas], in English. Judgment may be entered in any court of competent jurisdiction. Either party may seek temporary injunctive relief in court to protect confidential information, intellectual property, or collateral, or to preserve the status quo.

17.4 Class and jury waiver. Claims may be brought only in a party's individual capacity, not as a class, collective, or representative action. To the extent any claim proceeds in court, each party waives trial by jury.

17.5 Limitation period. Any claim must be brought within [one] year after it accrues, unless Applicable Law requires a longer period.

17.6 Assignment. Client may not assign the Agreement without Incyt's written consent. Incyt may assign it to an affiliate, a successor to its business, or a financing source, on notice.

17.7 Notices. Notices to Incyt go to [legal@incyt.xyz] and its registered address; notices to Client go to the address in the Order Form or Client's account. Notices are effective on delivery by email with no bounce, or on receipt by courier.

17.8 Entire agreement; severability; waiver. The Agreement is the entire agreement on its subject and supersedes prior discussions, including letters of intent unless they state otherwise. If any provision is unenforceable, it will be limited to the minimum extent needed and the rest remains in effect. A failure to enforce is not a waiver.

17.9 Relationship; third-party beneficiaries. The parties are independent contractors except where Incyt acts as agent under Section 4.2(b). There are no third-party beneficiaries, except Incyt's affiliates and indemnified persons under Section 15.5, and any lender for whom Incyt acts as agent under Section 8.4.

17.10 Publicity. Neither party will use the other's name or logo publicly without consent, except that Incyt may identify Client as a client in confidential investor and diligence materials. [Decide whether Client may opt out.]

17.11 Counterparts and electronic signatures. Order Forms and addenda may be signed in counterparts and electronically.

Schedule A — Risk Disclosures

Client acknowledges the following risks, which are not exhaustive. Client may lose some or all of the value of its Transactions, collateral, and prepaid amounts.

  • Compute price risk. Prices for GPU and accelerator capacity have moved sharply as new hardware generations launch and as supply expands. Capacity bought or financed today may be worth far less before the term ends.

  • Hardware obsolescence. New chip generations can rapidly reduce the rental value and resale value of existing hardware, impairing collateral and lease economics.

  • Delivery and construction risk. New capacity depends on power interconnection, permits, construction, and hardware shipments, any of which can slip by months.

  • Counterparty risk. Compute Providers, lenders, and other counterparties may fail to perform or become insolvent. Many are early-stage companies with limited operating history.

  • Custody risk. A Custodian may suffer operational failure, cyberattack, regulatory action, or insolvency, and withdrawals may be delayed or frozen.

  • Liquidity risk. Markets for Compute Capacity and compute Derivatives are new and thin. Client may be unable to exit, transfer, or hedge a position at a reasonable price, or at all.

  • Leverage and liquidation risk. Financing magnifies losses. Collateral may be liquidated quickly, without further notice, at unfavorable prices.

  • Derivatives and basis risk. A Derivative may not track the price of the Compute Capacity Client actually uses, because of differences in hardware, location, or index construction. Perpetual contracts may carry funding payments that accumulate over time.

  • Index and oracle risk. Compute price indices are new, may rely on limited data, and may be manipulated, revised, or discontinued.

  • Blockchain and smart-contract risk. On-chain activity is exposed to bugs, exploits, MEV, network congestion, forks, and irreversible errors.

  • Stablecoin risk. Stablecoins may lose their peg, be frozen by their issuer, or become subject to new regulation.

  • Regulatory risk. The legal treatment of compute derivatives, tokenized compute, digital assets, and AI hardware exports is unsettled and may change, which could force Incyt to restrict or end Services or could make some Transactions unenforceable.

  • Operational and technology risk. The Services, Third-Party Providers, or data centers may suffer outages, errors, or security breaches.

  • Conflicts of interest. Incyt may receive compensation from counterparties, act as principal, or act for competing clients, as described in Sections 9.2 and 11.3.

  • Early-stage provider risk. Incyt is an early-stage company. It may change its Services materially, fail to launch announced Service Lines, or cease operations.