NEAR AI Cloud Terms of Service

During the Term, NEAR AI will make the Services available to Customer in accordance with these Terms, the Documentation, and any applicable Order Form(s). Subject to the terms and conditions herein, Customer may use the Services to (i) generate Outputs based on its Inputs through Generative AI Services made available within the NEAR AI Cloud, and (ii) make the Services available to its End Users as integrated into or through the Customer Application.

Customer will only use the Services for its legitimate purposes in accordance with these Terms, including the AUP. Customer’s use of the Services will at all times comply with all applicable laws. Customer will not: (i) use, copy, modify or otherwise prepare derivative works of the Services, or any portion thereof, unless expressly authorized in these Terms; (ii) use the Services to develop any product or artificial intelligence model that competes with the Services or any Third-Party Generative AI Services; (iii) reverse engineer, disassemble, alter or decompile the Services, or otherwise attempt to derive or modify the source code of, or any processes, techniques, methods, specifications, protocols, algorithms, interfaces, data structures, or other information embodied or used in the Services; (iv) interfere with or disrupt the Services, bypass or disable rate limits, security, or attestation/verification mechanisms, or falsify or tamper with attestation/verification data (v) automatically or programmatically extract data and/or outputs (e.g., via scraping or automated crawling of output interfaces), except via our published NEAR AI Cloud APIs under applicable rate limits; (vi) misrepresent AI-generated content as human-created; (vii) use Outputs to develop or train competing AI models, unless expressly permitted in a separate written agreement; (viii) run cryptocurrency mining, proof-of-work/stake computations, or similar high-risk workloads without our prior written authorization; (ix) use free-tier resources as a proxy/VPN or for workloads earning third-party financial rewards; (x) sell, resell, sublicense, transfer, or distribute any or all of the Services; (xi) use the Services to create, collect, transmit, store, use, or process any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (xii) use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof, in violation of any economic sanctions, export control laws or regulations administered by the U.S. Commerce Department or any other government agency (collectively, “Trade Restrictions”); (xiii) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of the Services or any other materials provided by NEAR AI or any copies thereof; (xiv) use the Services or any Output in violation of the AUP; or (xv) to transmit, store, or process Protected Health Information except as permitted by an executed Business Associate Agreement (or “BAA”).

Customer shall not exceed the API usage limits, quotas, or thresholds set forth in the applicable Order Form, Documentation, or otherwise communicated by NEAR AI. Any use beyond such limits may result in account throttling, suspension, or additional fees, at NEAR AI’s discretion.

Certain Services may be offered with deployment within CVMs, in either a Dedicated CVM or Shared CVM Instance (both of which are defined below), as further described in the applicable Documentation or Order Form. The applicable deployment configuration will be identified in the Order Form at the time of contracting. CVM-based deployment is subject to the additional terms, acknowledgements and limitations set forth in Section 14 (Confidential Virtual Machines). To the extent of any conflict between the Documentation or Order Form, and Section 14 with respect to the security properties, limitations, or Customer obligations applicable to CVMs, Section 14 shall control.

NEAR AI may make changes to the Services from time to time, including by adding or removing features, increasing or decreasing capacity limits, offering new services or discontinuing certain services. Except to the extent that Customer has prepaid for certain Services, NEAR AI will not be liable for any change to or any suspension or discontinuation of the Services or Customer’s access to them. NEAR AI may add, remove, suspend, or modify the availability of a model, provider, host, or route, including where a third-party provider restricts or withdraws access. Any fallback or substitute route will be identified in accordance with the applicable Documentation or response metadata and will not be represented as having the technical, privacy, security, or verification properties that do not apply to the route actually used. Any commitment concerning a named model, specified route, availability level, substitution right, or remedy set out in an Order Form will control. NEAR AI may use an alternative provider, host or fallback route as described in the applicable Documentation. Any Customer-specific restriction concerning fallback, permitted providers or hosts, processing location, or permitted routes must be specified in an applicable Order Form or customer-specific routing configuration accepted by NEAR AI. If no route permitted under such restriction is available, NEAR AI may reject or fail the applicable request rather than use a non-permitted fallback. Any commitment set out in an Order Form will control.

From time to time, NEAR AI may make available to Customer services or functionality that are not generally made available to NEAR AI’s customers and/or are designated as alpha, beta, pilot, preview, or similar designation (“Beta Services”). The purpose of Beta Services is to test and evaluate the functionality, performance, and usability of the features and capabilities within the Beta Services. Beta Services are not considered “Services” under these Terms. By accessing or using the Beta Services, Customer understands, acknowledges and agrees that the Beta Services (a) are not a final product and may contain defects, bugs, and other issues; and (b) are being provided solely on an “AS IS” and “AS AVAILABLE” basis without any warranty of any kind, and may be modified or discontinued in our sole discretion. YOU ASSUME ALL RISKS AND COSTS ASSOCIATED WITH YOUR USE OF THE BETA SERVICES. Additionally, NEAR AI is not obligated to provide any maintenance, technical or other support for the Beta Services.

Customer acknowledges that NEAR AI uses Usage Data (excluding Inputs, Outputs or Personal Data) for legitimate business purposes related to the ongoing operation, development, security and improvement of the Services. NEAR AI will not disclose Usage Data externally except in de-identified and/or aggregated form (including across customers)that it does not reasonably identify Customer, its Authorized Users or any other person,.

Customer must create an Account to use the Services and is responsible for the information it provides to create the Account, the security of its passwords for the Account (including any keys for the NEAR AI Cloud API), and for any use of its Account. Customer agrees that it will only make its Account available to Authorized Account Users. Customer is responsible for all activity that occurs under its Account, and shall immediately notify NEAR AI upon becoming aware of any unauthorized access to, or security breach involving, its login credentials or Account.

Only Customer’s Authorized Users may access and use the Services, provided, that (i) End Users may only access the Services through the Customer Application, and (ii) only Authorized Account Users may access the Services through the Customer’s Account. Customer is responsible for the compliance with the terms of these Terms by its Authorized Account Users and for compliance of the End User Agreement by the End Users. Any act or omission that if committed by Customer that would constitute a breach of these Terms will be deemed to constitute a breach of these Terms if committed by Customer’s Authorized Users.

Customer will (a) ensure that Customer’s, and its Authorized Users’, use of the Services complies with these Terms, (b) ensure End Users enter into an End User Agreement and terminate access to the Services for any End User that violates the terms of such End User Agreement if it adversely affects NEAR AI, (c) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (d) immediately notify NEAR AI of any unauthorized use of, or access to, the Services, Account, or Customer’s password of which Customer becomes aware.

Customer is responsible for all Input it and its End Users submit to the Services. By submitting Input to the Services (on its own or its End Users’ behalf), Customer represents and warrants that it has all rights, licenses, and permissions that are necessary for NEAR AI to process the Input under these Terms. Customer also represents and warrants that any Input submitted to the Services under Customer’s Account will not violate these Terms, NEAR AI’s Acceptable Use Policy, or any laws or regulations applicable to the Input.

Customer is responsible for all Output it creates. Subject to your compliance with these Terms, we assign you all of our right, title and interest, if any, in and to Outputs. Where required by law or regulation, you must disclose that Output was AI-generated and comply with applicable transparency obligations (e.g., EU AI Act, FTC guidance).

Customer’s use of Third-Party Generative AI Services is subject to the applicable terms and policies of the provider or host identified for the relevant route. Customer will ensure that its End Users comply with any applicable provider restrictions flowed down through these Terms, the AUP, Documentation, or the applicable model listing.

A Generative AI Service may be made available through different routes. Hosting, processing location, privacy, security, data-use, retention, availability, attestation, signature, and verification properties may differ among Private TEE Routes, Attested Third-Party Routes, and Incognito Routes. A representation made in relation to one route does not apply to another route, and the model or provider name alone does not establish the route used to process a request or the properties applicable to that request. Subject to any Customer-specific routing restriction agreed under Section 4.5, the properties applicable to a request are those described for the relevant route in the applicable Documentation, model listing, or Order Form at the time the request is processed. Where available, response metadata may identify the route used to process a request but does not override or modify an applicable Order Form. In the event of a conflict, the Order Form will control.

When a request is processed through an Incognito Route, NEAR AI authenticates to the applicable third-party provider using a NEAR AI-managed provider account or credential. Customer’s NEAR AI credentials are not forwarded to the third-party provider for authentication. The Input is transmitted to the third-party provider for processing, and identifiers contained in the Input and technical or safety metadata may also be transmitted. Model execution occurs outside a NEAR AI-hosted TEE, and no model-level TEE attestation or model-generated response signature is provided for an Incognito Route.

Where a request is processed through an Attested Third-Party Route or Incognito Route, the Input and other Customer Data submitted as part of the request are transmitted to and processed in the applicable third-party environment. For an Attested Third-Party Route, the scope and endpoints of the encrypted channel are as described in the applicable Documentation. Encryption of the transmission does not, by itself, establish whether or by whom Customer Data is accessible at the processing endpoint. To the extent such Customer Data contains Personal Data processed by NEAR AI or its subprocessors on Customer’s behalf, that processing is governed by the Data Processing Agreement.

The availability and scope of any attestation, signature, or other verification mechanism are described in the applicable Documentation and verification procedure. A NEAR AI gateway signature is a NEAR AI verification mechanism and does not constitute a signature or attestation by the applicable third-party provider or model.

If NEAR AI becomes aware that Customer’s or Customer’s End Users use of the Services violates Section 4.2 (Use Restrictions) or the Acceptable Use Policy, then NEAR AI may suspend all or part of Customer’s use of the Services until the violation is corrected.

In addition to its other rights of suspension, NEAR AI may also suspend all or part of Customer’s use of the Services without prior notice if (a) NEAR AI reasonably believes suspension is needed to protect the Services, NEAR AI’s infrastructure supporting the Services, or any other customer of the Services (or its authorized users); (b) there is suspected unauthorized third-party access to the Services; (c) NEAR AI reasonably believes that immediate suspension is required to comply with any applicable law; (d) Customer, or its Authorized Users, are in breach of Section 4.2 (Restrictions); or (e) an applicable provider, host, or intermediary suspends, restricts, withdraws, or requests suspension of a model, account, or route, or NEAR AI reasonably believes continued provision of the affected route would violate applicable provider terms or policies or jeopardize the availability or security of the Services. NEAR AI may reinstate Customer’s access to the Services when the circumstances giving rise to the suspension have been resolved and the applicable route remains available. At Customer’s request, NEAR AI will, unless prohibited by applicable law, notify Customer of the basis for the suspension as soon as is reasonably possible.

See Appendix A, Section A.7 for consequences of exhaustion of Usage Credits under Appendix A.

The Services, and all materials contained therein, and all Intellectual Property Rights related thereto are the exclusive property of NEAR AI and its licensors. NEAR AI reserves all rights not expressly granted herein in the Services.

As between Customer and NEAR AI, Customer (and its licensors or End Users, as applicable) retains all right, title, and interest in and to Customer Data, including Inputs that Customer submits to the Services and Output. Customer grants NEAR AI a limited license in Customer Data solely for the purpose of providing the Services to Customer and its End Users, as applicable. NEAR AI will not use Customer Data to train any generative AI models.

At its option, Customer may provide feedback or suggestions about the Services to NEAR AI (“Feedback”). If Customer provides Feedback, then NEAR AI may use such Feedback without restriction and without obligation to Customer.

Customer is responsible for all fees and charges incurred through its Account (“Fees”) at the rates stated on the applicable NEAR AI Website or in an applicable Order Form. Usage is measured in accordance with the charging units on the applicable Website or in the applicable Order Form, and NEAR AI’s measurement of Customer’s usage will be the basis for calculating Fees, absent manifes error Unless otherwise stated in an Order Form, usage-based Fees will be calculated using the rates in effect when the relevant usage is incurred. In the event of a conflict between pricing stated on a Website and pricing stated in an Order Form, the Order Form will control.

Customer may access the Services by purchasing prepaid usage credits (“Usage Credits”) using the payment methods or supported digital assets made available on the applicable NEAR AI Website. Usage Credits will be applied against applicable usage charges at the rates in effect when the usage is incurred, unless otherwise stated at the time of purchase or in an Order Form. If Customer has insufficient Usage Credits, NEAR AI may reject, throttle, or suspend additional use of the applicable Services until further Usage Credits are purchased or otherwise made available. Usage Credits are platform credits, are non-transferable, are not legal tender or a substitute for currency, and are not redeemable for cash. Usage Credits are non-refundable except as required by applicable law or expressly provided in an Order Form, and may expire as stated at the time of purchase or grant. Usage Credits accrued through staking are governed by Section 11.2 and Appendix A.

NEAR AI may offer subscription plans for “seat-based” pricing with different fees, features, entitlements, usage allowances, limits, or subscription periods (each, a “Plan”), as described on the applicable NEAR AI Website or in an applicable Order Form. A Plan may include recurring per-user fees together with an included usage allowance, subject to top-ups or additional usage charges. The fees, allowances, charging metrics, and other entitlements for each Plan are as described on the applicable Website or in the applicable Order Form. Unless expressly stated, a Plan does not provide unlimited usage. Customer-specific entitlements apply only if stated in an Order Form.

NEAR AI may, in its discretion and subject to credit and compliance review, approve Customer to pay for Services in arrears by invoice rather than by purchasing Usage Credits in advance. Where approved, NEAR AI may establish a credit limit for Customer’s Account and may prospectively increase, reduce, or withdraw that limit, and may require prepayment, a deposit, or other security where appropriate. If Customer exceeds its credit limit or fails to pay an invoice when due, NEAR AI may suspend access to the affected Services in accordance with Section 8 or require immediate payment of accrued Fees. Billing cadence, credit limits, and payment terms for post-pay Customers are as set out in the applicable Order Form.

By enrolling in an automatically renewing Plan, you authorize us and our third-party payment processor to charge your credit card at the beginning of your subscription period and on a recurring basis for the applicable charge and any applicable taxes, transaction fees, and other charges incurred in connection with your subscription. Your card will be charged on the applicable renewal date unless you cancel before that date, and your Plan will renew for successive subscription periods until cancelled or terminated. We may receive updated card details (such as a new card number or expiration date) from your card issuer and may use them to prevent interruption to your subscription. You may update your payment method in your Account settings. If any charge is not paid when due or cannot be processed, we may suspend, disable, cancel, or terminate your access to the Services or your subscription, and you remain responsible for all past-due amounts. Your card issuer may charge you fees (such as foreign transaction fees); check with your card provider for details. If a payment cannot be processed, we may contact you by auto-generated email, text, or phone where you have opted in to such communications.

When you cancel a Plan, you cancel only future charges. You may cancel at any time through your Account or by contacting us at hello@near.ai, but cancellation takes effect at the end of your then-current subscription period. To avoid being charged for the next period, you must cancel at least 24 hours before your Plan renews. If you cancel, you may continue using the Services under your Plan until the end of that period, after which your access will terminate without further charges.

NEAR AI may change its generally available usage rates, charging metrics, Plan fees, or included allowances on a prospective basis. Changes to published usage rates will take effect no earlier than thirty (30) days after notice is provided through the applicable Website, Customer’s Account, or email. Changes to recurring Plan fees or included allowances will take effect at the beginning of Customer’s next renewal period. Price decreases, and changes required by applicable law, may take effect immediately. Any discount, price lock, or other pricing commitment expressly stated in an Order Form will continue for the period specified in that Order Form. NEAR AI may correct pricing or billing errors, including after issuing an invoice or processing a payment.

Fees are exclusive of applicable sales, use, value-added, goods and services, withholding, and similar taxes, duties, or governmental assessments (“Taxes”). Customer is responsible for all Taxes associated with its purchase or use of the Services, other than taxes based on NEAR AI’s net income. If NEAR AI is required to collect or pay any Taxes, NEAR AI may invoice Customer for those Taxes unless Customer provides a valid tax-exemption certificate. If Customer is required by law to withhold or deduct an amount from a payment, Customer will pay any additional amount necessary for NEAR AI to receive the amount otherwise payable, except where prohibited by applicable law.

Customer must notify NEAR AI in writing of any good-faith invoice dispute within thirty (30) days after the invoice date and must timely pay all undisputed amounts. To the extent permitted by applicable law, overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law

ALL PAYMENTS (INCLUDING SUBSCRIPTION FEES, OVERAGE CHARGES, AND AMOUNTS PAID FOR USAGE CREDITS) ARE NONREFUNDABLE AND NOT REDEEMABLE FOR CASH, IN WHOLE OR IN PART, EXCEPT AS REQUIRED BY APPLICABLE LAW OR EXPRESSLY PROVIDED IN AN ORDER FORM. If you cancel your Plan, you will not receive a refund and you will retain access through the end of the subscription period.

We may offer free trials, promotional credits, or discounted Services subject to any additional terms presented when the offer is made. Trial or promotional access may be limited in duration, functionality, usage, or availability. If a trial will convert automatically to a paid Plan, the applicable Fees and renewal terms will be disclosed when Customer enrolls.

In addition to purchased Usage Credits and other payment arrangements under this Section 11, NEAR AI may permit Customer to accrue Usage Credits for eligible NEAR AI Cloud services designated by NEAR AI in the product or Documentation by staking NEAR on a Non-Custodial basis through a Validator in accordance with Appendix A. Staking Rewards generated in respect of Customer’s Staked NEAR are routed, protocol-direct, to NEAR AI as consideration for the applicable Services and are not paid, credited, or otherwise made available to Customer as income, yield, or return. Usage Credits accrued through staking are Usage Credits for all purposes under these Terms. The operational mechanics, repricing policies, tax disclosures, and limitations applicable to staking are set out in Appendix A, which controls in the event of any conflict with this Section 11 in respect of staking.

“Confidential Information” means information that one Party (or an Affiliate) discloses to the other Party under or in connection with these Terms, and which is marked as confidential or, under the circumstances surrounding the disclosure, would reasonably be considered confidential. Confidential Information does not include information that is independently developed by the Recipient, is rightfully given to the Recipient by a third party without confidentiality obligations or becomes public through no fault of the Recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.

The Parties acknowledge that in connection with these Terms, each may receive (as the “Recipient”) and disclose (as the “Discloser”) certain Confidential Information. The Recipient will only use the Discloser’s Confidential Information to exercise the Recipient’s rights and fulfill its obligations under these Terms and will use reasonable care to protect against the disclosure of the Discloser’s Confidential Information. The Recipient may disclose Confidential Information only to its and its Affiliates’ employees, agents, subcontractors, or professional advisors (“Representatives“) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The Recipient will ensure that its Representatives use the received Confidential Information only to exercise rights and fulfill obligations under these Terms.

In the event that Recipient or any of its Representatives is required to disclose Confidential Information to the extent necessary to comply with the requirements of law, legal process (including deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) or valid order of a court of competent jurisdiction, the recipient shall (a) notify the Discloser prior to making such disclosure in order to permit Discloser to seek confidential treatment of such Confidential Information, and (b) in any event disclose only that portion of Discloser’s Confidential Information that is legally required to be disclosed.

NEAR AI will process any Personal Data contained in Business Contact Information in accordance with NEAR AI’s Privacy Policy; and to the extent NEAR processes any Personal Data contained in the Customer Data, it will do so in accordance with the Data Processing Agreement which is incorporated by reference herein.

NEAR has implemented and will maintain technical, organizational, and physical measures consistent with recognized industry standards and practices designed to ensure the confidentiality, integrity and availability of Customer Data.

NEAR AI offers CVM-based deployment in two distinct configurations, each as described in the applicable Documentation or Order Form, as follows: (i) “Dedicated CVM”, which means a CVM deployment in which Customer is allocated an entire physical hardware stack, including the processor, memory and storage, reserved exclusively for Customer’s workloads, with no co-tenancy at the hardware level; and (ii) “Shared CVM Instance”, which means a logically isolated CVM instance deployed within a physical hardware environment that is shared among multiple customers, with isolation enforced through hardware-based memory encryption and TEE partitioning. The provisions of this Section 14 apply to both Dedicated CVMs and Shared CVM Instances, unless expressly stated otherwise. Where a provision is identified as applying to a specific deployment configuration, that provision governs Customer’s rights and obligations with respect to that configuration only. The applicable deployment configuration shall be identified in the Order Form at the time of contracting. A change from one deployment tier to another constitutes a material change to the Services and requires a written amendment to the applicable Order Form.

Where NEAR AI makes CVM-based deployment available as part of the Services, Customer may elect to deploy workloads within CVM environments subject to this Section. NEAR AI does not warrant that CVM-based deployment will be available in all regions, configurations or service tiers, and reserves the right to modify, suspend or discontinue CVM availability upon reasonable notice to Customer in a manner consistent with the Customer’s method of creating an Account.

For purposes of this Section, “Attestation” means the cryptographic process by which the integrity and configuration of a CVM environment, including its TEE, can be verified by Customer prior to submitting workloads. Where NEAR AI makes Attestation available in connection with CVM environments, Customer is solely responsible for independently verifying Attestation prior to submitting sensitive workloads to a CVM. NEAR AI makes no representation that Attestation reports constitute a warranty that the underlying hardware is free of undisclosed vulnerabilities.

14.3.1 Dedicated CVMs. Attestation, when available as a feature, covers the integrity and configuration of the entire allocated hardware stack and its TEE, as further described in the applicable Documentation.

14.3.2 Shared CVM Instances. Attestation, when available as a feature, verifies the integrity and configuration of Customer’s logical instance and its TEE partition only. Attestation does not extend to verifying the absence of co-tenant workloads on the underlying shared physical hardware, and Customer acknowledges that the physical hardware may simultaneously host other customers’ instances.

Customer is solely responsible for securely configuring workloads, encryption, managing cryptographic keys used within the TEE (including generating, rotating, safeguarding and, upon termination, destroying such keys), identity and access controls, and secure application design within CVM environments. Customer further acknowledges that NEAR AI does not have access to cryptographic keys managed by Customer within the TEE and accordingly cannot recover Customer workloads, data or configurations in the event of Customer’s loss or destruction of such keys. Notwithstanding the foregoing, NEAR AI is responsible for maintaining the logical isolated between Customer’s Shared CVM Instance and other tenants’ instances through hardware-enforced memory encryption and TEE partitioning.

NEAR AI will make available, upon reasonable written request and subject to confidentiality obligations herein, a summary of the security controls applicable to its CVM infrastructure. Consistent with the design of CVM environments and the isolation properties of TEEs as defined herein, NEAR AI does not have access to the contents of Customer workloads, memory or data processed within a running TEE during normal operations. Notwithstanding the foregoing, with respect to Shared CVM Instances, NEAR AI retains access to share physical infrastructure components underlying Customer’s instance; however, NEAR AI’s infrastructure-level access does not extend to the contents of Customer’s encrypted TEE.

Customer acknowledges that the foregoing architectural limitation may affect NEAR AI’s ability to provide technical support, perform diagnostics or respond to incidents that require workload-level information, and Customers agrees to provide reasonable cooperation (including workload-level access or information) where Customer determines it is appropriate to do so in connection with a Customer support request.

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OR THE NATURE OF THE APPLICABLE DEPLOYMENT CONFIGURATION, THE USE OF A CVM (WHETHER AS A DEDICATED CVM OR SHARED CVM INSTANCE) DOES NOT GRANT CUSTOMER, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ANY RIGHT OF PHYSICAL ACCESS TO, OR PHYSICAL POSSESSION OF, ANY NEAR AI SERVERS, HARDWARE, EQUIPMENT, REAL OR PERSONAL PROPERTY, OR OTHER ASSETS USED IN CONNECTION WITH THE PROVISION OF THE SERVICES. FOR THE AVOIDANCE OF DOUBT, DESIGNATION OF A DEPLOYMENT AS A “DEDICATED CVM” REFERS EXCLUSIVELY TO THE LOGICAL AND HARDWARE-LEVEL ISOLATION OF CUSTOMER’S ALLOCATED RESOURCES AND DOES NOT CONFER ANY PROPRIETARY, POSSESSORY, OR ACCESS RIGHT IN OR TO THE UNDERLYING PHYSICAL INFRASTRUCTURE.

Customer acknowledges that CVMs and TEEs are intended to reduce the risk of unauthorized access, but do not eliminate all security risks. In particular, Customer acknowledges that (i) hardware-level vulnerabilities, including side-channel attacks, firmware weaknesses, and microcode deficiencies in the underlying TEE hardware, may exist and may not be known to NEAR AI at the time of deployment; (ii) the security properties of CVMs depend in part on the integrity of hardware manufacturer attestation infrastructure outside of NEAR AI’s control; (iii) the protections afforded by TEEs, as noted in the definition thereof, are subject to inherent technical limitations and do not extend to threats originating from within Customer’s own workloads, applications, or identity and access management configurations; and (iv) with respect to Shared CVM Instances only, Shared CVM Instances are deployed on physical hardware that simultaneously hosts other customers’ workloads, and that while hardware-enforced memory encryption and TEE partitioning are designed to prevent cross-tenant access, side-channel vulnerabilities or other advanced hardware-level attack vectors may theoretically exploit the shared physical environment in ways that are outside NEAR AI’s control and that are not present in a Dedicated CVM deployment.

NEAR AI makes no representations or warranties that the use of CVMs will prevent all unauthorized access, hardware-level vulnerabilities, side-channel attacks or other advanced threats. NEAR AI further makes no representation that the use of CVMs or TEEs in connection with Customer’s use of the Services satisfies any specific regulatory, compliance or contractual requirement applicable to Customer, or any applicable laws or regulations. Customer’s compliance with applicable regulatory obligations remains solely Customer’s responsibility, including, without limitation.

Upon expiration or termination of CVM-based Services, or upon Customer’s written request, NEAR AI will decommission the applicable CVM environments in accordance with its standard decommissioning processes. Where Customer manages the cryptographic keys within the TEE, Customer’s deletion of those keys constitutes Customer’s primary mechanism for rendering associated data irrevocable. NEAR AI disclaims any and all responsibility for data that remains in encrypted form solely because Customer has not exercised its key destruction capabilities.

14.8.1 Dedicated CVMs. NEAR AI’s decommissioning procedures for Dedicated CVMs are designed to render encrypted CVM memory, storage, and host-level data irrecoverable across the entire allocated physical hardware stack, in accordance with NEAR AI’s documented data destruction standards. Upon Customer’s written request, NEAR AI will provide a written confirmation that decommissioning of the applicable Dedicated CVM hardware has been completed in accordance with such standards.

14.8.2 Shared CVM Instances. NEAR AI’s decommissioning procedures for Shared CVM Instances are designed to render the logical instance and its encrypted TEE partition irrecoverable. Customer acknowledges that the underlying physical hardware on which the Shared CVM Instance was hosted will continue to be used to host other customers’ workloads following decommissioning of Customer’s instance, and that NEAR AI’s host-level decommissioning commitment is scoped to Customer’s logical instance and encrypted partitions. Customer’s deletion of its cryptographic keys is the primary mechanism for rendering data within the TEE irrecoverable, and is not dependent on NEAR AI’s decommissioning of the physical hardware

Each Party represents and warrants that (a) it has full power and authority to enter into these Terms, and (b) it will comply with all laws applicable to its obligations under these Terms.

In addition to the warranties set forth in Section 15.1 above, Customer represents and warrants that (a) it has obtained, and will maintain, all necessary rights, licenses and consents to use, host and deploy any Customer Application; (b) it has obtained, and will maintain, all rights, licenses, consents, and authorizations required by applicable law, and has provided all notices required by applicable law, to allow Customer to upload, use, transmit and grant NEAR AI the rights to access, use and process Customer Data, including any Personal Data contained therein, in connection with the Services; (c) its use of the Services, will comply with all applicable laws, regulations and NEAR AI’s Acceptable Use Policy; (d) it will not, and will not permit any Authorized User to, use the Services, or any Customer Application in connection with the Services, in connection with content or activities that are unlawful, obscene, deceptive, defamatory, harassing, discriminatory or otherwise violate applicable law; and (e) it is solely responsible for reviewing, evaluating, and determining the appropriateness of any Outputs, whether generated through Third-Party Generative AI Services, and for any reliance by Customer and its Authorized Users on such Outputs.

NEAR AI warrants that the Services will substantially comply with any applicable Documentation. In the event of a breach of the foregoing warranty, Customer’s exclusive remedy, and NEAR AI’s sole obligation, will be to use commercially reasonable efforts to provide an error-correction or work-around that corrects the non-conformity within a reasonable time after such nonconformity is identified and reported by Customer to NEAR AI in writing. This warranty will not apply if errors are caused by events outside of NEAR AI’s control or if the Services are not used in accordance with these Terms or the Documentation.

NEAR AI will defend, indemnify and hold harmless Customer, its Affiliates, and its employees, officers and directors (each, a “Customer Indemnitee”) from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) (jointly, “Losses”) incurred by a Customer Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise by a third party other than Affiliate of a Customer Indemnitee (collectively, a “Claim”) alleging that the Services or any part thereof infringes upon such third party’s Intellectual Property Rights.

Customer will defend, indemnify and hold harmless NEAR AI, its Affiliates, and its employees, officers and directors (each, a “NEAR AI Indemnitee”) from and against any and all Losses incurred by a NEAR AI Indemnitee arising out of or relating to a Claim to the extent arising from (a) any Customer Application or Customer Data; (b) Customer’s or an Authorized User’s use of the Services in breach of these Terms, including the Acceptable Use Policy; (c) Customer’s or an Authorized User’s violation of applicable law, including without limitation data privacy laws and Trade Restrictions, in connection with its use of the Services (including submission of Inputs); and (d) any dispute between Customer and its End Users.

Notwithstanding any of the foregoing, NEAR AI will have no obligations under this Section 17 with respect to any Claim to the extent that the Claim relates to or arises from: (i) Customer’s continuation of an activity after being notified of such activity’s alleged or actual infringement, misappropriation, or other violation of a third party’s rights; (ii) the combination or use of the Services with hardware, software, data or other materials not provided, or approved, by NEAR AI; or (iii) use of the Services other than in accordance with these Terms.

Each Party will promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to this Section 17. The party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Claim and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 17.4 will not relieve the Indemnitor of its indemnity obligations under this Section 17, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Neither Party shall have authority to settle and shall not settle any Claim that results in the Indemnitee’s obligation, liability, and/or admission of liability without the Indemnitee’s prior written consent.

If NEAR AI reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then NEAR AI may, at its sole option and expense (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing alternative that has materially equivalent functionality. If NEAR AI does not believe the remedies in (i)-(iii) are commercially reasonable, then NEAR AI may suspend or terminate Customer’s use of the impacted Services.

Without affecting either Party’s termination rights and to the extent permitted by applicable law, this Section 17 states the Parties’ sole and exclusive remedy under these Terms for any third-party allegations of Intellectual Property Rights infringement covered by this Section 17

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR FROM NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER FORM OF ACTION), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

IN NO EVENT WILL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID OR PAYABLE TO NEAR AI BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE RELEVANT CLAIM.

18.2.1 FOR PURPOSES OF SECTION 18.2, IN THE CASE OF STAKING UNDER APPENDIX A, “THE AMOUNT PAID OR PAYABLE TO NEAR AI BY CUSTOMER” (A) INCLUDES THE STAKING REWARDS ROUTED TO NEAR AI AS CONSIDERATION FOR THE SERVICES DURING THE RELEVANT TWELVE (12) MONTH PERIOD, AND (B) EXCLUDES CUSTOMER’S STAKED NEAR PRINCIPAL, WHICH REMAINS CUSTOMER’S PROPERTY, IS NON-CUSTODIAL, AND DOES NOT CONSTITUTE AN AMOUNT PAID OR PAYABLE TO NEAR AI. NEAR AI HAS NO RECOURSE AGAINST, AND NO RECOVERY UNDER THESE TERMS EXTENDS TO CUSTOMER’S STAKED NEAR PRINCIPAL.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 18, NOTHING IN THESE TERMS EXCLUDES OR LIMITS (A) EITHER PARTY’S LIABILITY FOR: (I) ITS FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCTT, (II) ITS INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 17 (INDEMNIFICATION), (III) ITS INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; (B) CUSTOMER’S (I) PAYMENT OBLIGATIONS UNDER THESE TERMS, AND (II) EXPRESS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT; OR (C) MATTERS FOR WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

The term of these Terms will commence on the Effective Date and continue until the earlier of such time as (i) Customer closes its Account, and (ii) a party terminates these Terms as set forth herein.

In addition to any other remedy available under these Terms or otherwise, either party will be entitled to terminate these Terms (i) in the event the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of written notification thereof from the non-breaching party and (ii) upon written notice to the other party if the other party should enter into liquidation or become insolvent, or enter into receivership or bankruptcy.

NEAR AI reserves the right to terminate these Terms and close your Account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid fees covering the remainder of your payment period as of the effective date of such termination.

Upon any expiration or termination of these Terms, except as otherwise permitted herein, (a) Customer’s rights and access to the Services will terminate unless otherwise described in these Terms, and (b) all fees will become due and owing. For clarity, unless these Terms are terminated by Customer for NEAR AI’s breach, Customer will remain liable to pay all fees outstanding on the effective date of termination of these Terms, including any unpaid fees covering the remainder of the term of these Terms had it not been terminated.

Upon any expiration or termination of these Terms, the rights and obligations of the parties will terminate, except for sections that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of these Terms, including: Section 10 (Intellectual Property), Section 11(Fees & Payment), Section 12 (Confidential Information), Section 13 (Data Privacy & Security), Section 15 (Representations and Warranties), Section 18 (Disclaimers), Section 19 (Indemnification), Section 18 (Limitation of Liability), Section 19.4 (Effect of Termination), Section 21 (Dispute Resolution; Governing Law), and Section 24 (Miscellaneous), and, to the extent applicable, Appendix A (Cloud Staking) (in particular Sections A.2 (Non-Custodial Nature; Responsibility for Keys), A.3 (Staking Rewards as Consideration), A.9 (Taxes), A.10 (Sanctions Screening; Verification; Compliance Controls), and A.12 (No Securities; No Investment)). Customer’s liability and obligation to pay any fees or other amounts that have accrued prior to such expiration or termination will also survive such expiration or termination.

All claims arising out of or relating to Terms or the App (including any Dispute regarding the interpretation or performance of these Terms) will be governed by the laws of the State of Delaware, USA, excluding Delaware’s conflicts of laws rules.

Before commencing any action, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms (a “Dispute”) through discussions between persons with decision-making authority. If a Dispute is not resolved within sixty (60) days after written notice of the Dispute, either party may bring an action in accordance with Section 21.3.

The parties agree that any action arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

Under these Terms, notices to Customer must be sent to the email address associated with Customer’s Account and notices to NEAR AI must be sent to legal@near.ai. Notice will be treated as received when the email is sent. Customer is responsible for keeping its email address current throughout the Term.

Neither Party may assign any part of these Terms without the written consent of the other, except to an Affiliate where (a) the assignee has agreed in writing to be bound by the terms of these Terms, and (b) the assigning Party has notified the other Party of the assignment. Any other attempt to assign is void.

Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

These Terms do not create any agency, partnership, or joint venture between the Parties.

Neither Party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.

If any part of these Terms is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.

These Terms do not confer any benefits on any third party unless it expressly states that it does.

Each Party acknowledges that a material breach of these Terms adversely affecting a Party’s Intellectual Property Rights or the Confidential Information of either Party may cause irreparable harm to such Party for which monetary damages would be inadequate. In such event, the non-breaching Party will be entitled to seek equitable or injunctive relief, in addition to any other remedies available at law or in equity.

These Terms sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into these Terms, neither Party has relied on, and neither Party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in these Terms.

Headings and captions used in these Terms are for reference purposes only and will not have any effect on the interpretation of these Terms.

This Appendix A applies where Customer stakes NEAR to accrue Usage Credits for eligible NEAR AI Cloud services designated by NEAR AI in the product or Documentation, including private inference and related cloud services ("Eligible NEAR AI Cloud Services"). In the event of a conflict between this Appendix A and the main body of these Terms with respect to staking under this Appendix A, this Appendix A controls. Capitalized terms used but not defined in this Appendix A have the meanings given in Section 1. References to FAQs or similar help materials are for convenience only and do not form part of these Terms.

Staking under this Appendix A is Non-Custodial. Customer at all times retains exclusive ownership and control of its Staked NEAR and of the private keys to its Wallet Address. NEAR AI does not take custody or control of Customer’s Staked NEAR or private keys, has no ability under the applicable staking pool contract as deployed to withdraw or transfer Customer’s Staked NEAR, and cannot access or recover Customer’s private keys. Suspension or termination of Customer’s access to the Services does not affect Customer’s ability to unstake and withdraw its Staked NEAR through the NEAR protocol, subject to the Unlock Period. . Customer is solely responsible for the security, backup, and management of its Wallet Address and private keys. Customer acknowledges and agrees that: (a) if Customer loses access to its private keys or Wallet Address, NEAR AI cannot restore access to, or recover, Customer’s Staked NEAR; (b) Staked NEAR that becomes inaccessible or abandoned as a result of lost keys is not recoverable by NEAR AI and remains subject to the NEAR protocol; and (c) NEAR AI has no responsibility or liability for any loss of Staked NEAR, Staking Rewards, or access to the Services arising from Customer’s loss, compromise, or mismanagement of its keys or Wallet Address; and (d) Staked NEAR remains subject to the NEAR protocol at all times, and NEAR AI has no responsibility or liability for any reduction or loss of Staked NEAR or Staking Rewards arising from protocol-level events (including slashing, penalties, forks, halts, or changes to protocol parameters) or the performance of any validator or staking pool, except to the extent caused by NEAR AI’s fraud, gross negligence, or willful misconduct.

Staking Rewards generated in respect of Customer’s Staked NEAR are routed, protocol-direct, to NEAR AI as consideration for Eligible NEAR AI Cloud Services. Customer authorizes such routing as a condition of staking under this Appendix A. Staking Rewards are not paid, credited, distributed, or otherwise made available to Customer as interest, yield, income, or an investment return. Customer has no right, title, or interest in or to Staking Rewards, which accrue to NEAR AI at the protocol level.

Customer may stake NEAR through the Validator to accrue Usage Credits for Eligible NEAR AI Cloud Services over time. Usage Credits accrued under this Appendix A are Usage Credits for all purposes under these Terms and do not constitute a separate digital asset, token, stored-value balance, or other property right. The applicable accrual rate, any applicable crediting cadence, and any usage parameters for Eligible NEAR AI Cloud Services will be displayed in the product or Documentation and may be updated by NEAR AI on a prospective basis in accordance with Section 22. Usage Credits may accrue continuously or near-continuously and may be reflected in the product on a delayed or periodic basis.

Where NEAR AI Cloud is organization-scoped, Usage Credits purchased under Section 11.2, accrued under this Appendix A, or granted by NEAR AI may be associated with the applicable organization designated in the product rather than an individual user, and may be shared across the members, workspaces, and API keys of that organization as made available by NEAR AI Cloud. The person initiating a stake, stake adjustment, or unstaking request represents that it is authorized to do so for the applicable organization. NEAR AI may display purchased, accrued, granted, used, and remaining balances separately or as a unified spendable total, and may permit such balances to be consumed on an aggregate basis without any required depletion order. Unless otherwise stated in the product or required by applicable law or a compliance restriction under these Terms, Usage Credits accrued under this Appendix A do not expire.

Customer may increase, reduce, or initiate unstaking of Staked NEAR under this Appendix A at any time through the Validator or applicable product workflow. Changes to the amount of Staked NEAR affect future accrual only. Usage Credits already accrued under this Appendix A remain available for use in accordance with these Terms. Accrual stops when the unstaking or stake reduction becomes effective in the applicable staking workflow. Staked NEAR becomes withdrawable only after the applicable Unlock Period and any required protocol or validator process have elapsed or been completed.

If Customer exhausts the available Usage Credits applicable to Eligible NEAR AI Cloud Services, NEAR AI may reject, throttle, suspend, or otherwise prevent additional requests for those services, including private inference API calls and related requests, until additional Usage Credits become available through purchase, grant, or further accrual. NEAR AI may surface insufficient-credit notices or similar error messages in the product, APIs, or related interfaces.

NEAR AI may revise the accrual rate, NEAR-denominated pricing assumptions, credit denomination ratios, and eligible-service designations applicable to this Appendix A, including in response to movements in the NEAR Token price, changes in service costs, or product changes. Any such revision will apply on a go-forward basis only and will not reduce Usage Credits already accrued or purchased before the effective date of the change, except as required by applicable law or to comply with these Terms. Revised rates or policies will take effect after notice given in accordance with Section 22.

All amounts payable by Customer in connection with staking under this Appendix A, including Staking Rewards routed to NEAR AI as consideration for Eligible NEAR AI Cloud Services, are exclusive of any taxes, levies, duties, or similar governmental assessments, including value-added, goods and services, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for all Taxes arising in connection with staking under this Appendix A, other than Taxes based on NEAR AI’s net income. Customer acknowledges that NEAR AI may be unable to determine Customer’s status as an entity or an individual, or Customer’s jurisdiction of residence, and that Customer remains solely responsible for determining, reporting, and satisfying any Tax obligations arising from its Staked NEAR, the routing of Staking Rewards to NEAR AI as consideration for the Services, and its use of the Services.

Customer’s access to and continued use of Eligible NEAR AI Cloud Services under this Appendix A is subject to transaction screening of Customer’s Wallet Address against applicable sanctions lists and such identity or compliance verification as NEAR AI may require. NEAR AI may decline, suspend, restrict, or permanently terminate access; refuse or de-link Wallet Addresses; stop further accrual; or take any other action NEAR AI determines it must take to comply with applicable law, sanctions, Trade Restrictions, or reasonable compliance requirements. Customer consents to such screening and verification as a condition of using this Appendix A.

Where Customer is a “consumer” within the meaning of applicable EU or UK consumer-protection law, the following apply to the extent required by, and are to be construed consistently with, such law: (a) nothing in these Terms excludes or limits Customer’s mandatory statutory rights, including any statutory rights of withdrawal or cancellation and any non-excludable warranties or guarantees; (b) any statutory cooling-off/withdrawal right applies as required by law, provided that, where Customer expressly requests that the Services begin during the withdrawal period and acknowledges that the right of withdrawal is lost once the Services are fully performed, the right of withdrawal ceases upon full performance; and (c) the governing law and forum provisions in Section 23 do not deprive Customer of the protection of the mandatory laws of Customer’s country of habitual residence.

Staking under this Appendix A is a means of paying for and accessing Eligible NEAR AI Cloud Services and is not an investment product. Usage Credits accrued or made available under this Appendix A are consumed for metered use of the Services; they are not, and shall not be represented as, interest, yield, income, dividends, or a return on investment. Customer’s Staked NEAR principal is returnable to Customer in full (subject to the Unlock Period and to protocol-level slashing, penalties, or other network conditions outside NEAR AI’s control) and is not lent, rehypothecated, or otherwise deployed by NEAR AI for its own account. NEAR AI does not solicit Staked NEAR as an investment and makes no representation as to any increase in value of NEAR.

Customer’s use of staking under this Appendix A remains subject to the AUP. NEAR AI may update the AUP from time to time; notices relating to staking under this Appendix A and AUP changes are handled in accordance with Section 22 and Section 24.1.